SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                For the quarterly period ended September 27, 1996

                           Commission file no. 1-7713


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

Delaware                                                             94-1728548
(State of incorporation)                                       (I.R.S. Employer
                                                             Identification No.)

1250 East Arques Avenue
Sunnyvale, California                                                94088-3470
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number:                                   (408) 746-6000

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 ___
               

Number of shares of common stock, $.05 par value, outstanding at November 
4, 1996:  121,330,655.


                                        1

<PAGE>



                          PART I. FINANCIAL INFORMATION

                       AMDAHL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



The  following  unaudited  consolidated  financial  statements  reflect,  in the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary to present fairly the financial position as of the dates
and results of operations for the periods indicated.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  the  Securities  and  Exchange
Commission rules and regulations.  Amdahl Corporation (the Company) believes the
information  included  in the  following  report  on  Form  10-Q,  when  read in
conjunction  with the financial  statements  and related  notes  included in the
Company's 1995 Annual Report to Stockholders, not to be misleading.

CERTAIN OF THE  STATEMENTS  CONTAINED  IN THIS  REPORT ON FORM 10-Q ARE  FORWARD
LOOKING AND INVOLVE A NUMBER OF RISKS AND  UNCERTAINTIES  WHICH ARE DESCRIBED IN
THE  SECTION OF THIS  REPORT  TITLED  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS,  THE COMPANY'S 1995 ANNUAL REPORT
TO  STOCKHOLDERS  AND IN OTHER  DOCUMENTS  FILED FROM TIME TO TIME WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION,  INCLUDING WITHOUT LIMITATION, THE REPORT ON
FORM 10-K FOR THE YEAR ENDED  DECEMBER 29,  1995.  ACTUAL  RESULTS  COULD DIFFER
MATERIALLY FROM THOSE PROJECTED.

The results of operations for the nine months ended  September 27, 1996, are not
necessarily indicative of results for the entire year ending December 27, 1996.



                                        2

<PAGE>
<TABLE>
<CAPTION>



                        AMDAHL CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                     SEPTEMBER 27, 1996 and DECEMBER 29, 1995
                              (Dollars in thousands)


                                                                   1996            1995
                                                                -----------     -----------
<S>                                                           <C>            <C>
                  Assets
 Current assets:
   Cash and cash equivalents                                  $    167,962    $    192,980
   Restricted cash                                                  56,770               -
   Short-term investments                                          224,190         444,006
   Receivables, net of allowances                                  408,060         319,777
   Inventories -
     Purchased materials                                            20,255          18,879
     Systems in process                                             38,422         168,322
     Finished goods                                                 49,534          87,612
   Prepaid expenses and deferred tax benefit                        85,648          69,115
                                                                -----------     -----------
       Total current assets                                      1,050,841       1,300,691
                                                                -----------     -----------
 Long-term receivables and other assets                             33,178          28,083
                                                                -----------     -----------
 Property and equipment, at cost:
   Leased systems                                                   44,344          37,937
   System spares                                                   363,532         379,797
   Production and data processing equipment                        325,256         327,051
   Office furniture, equipment, and improvements                   142,133         173,691
   Land and buildings                                               89,939         111,715
                                                                -----------     -----------
                                                                   965,204       1,030,191
   Less - Accumulated depreciation and amortization               (715,453)       (757,523)
                                                                -----------     -----------
       Property and equipment, net                                 249,751         272,668
                                                                -----------     -----------
 Excess of cost over net assets acquired, net of amortization      198,520         106,756
                                                                -----------     -----------
                                                              $  1,532,290    $  1,708,198
                                                                ===========     ===========
                  Liabilities and stockholders' equity

 Current liabilities:
   Notes payable and short-term debt                          $     27,506    $     22,026
   Short-term debt - stockholder (Fujitsu Limited)                  80,000               -
   Accounts payable                                                135,450         111,871
   Accounts payable - stockholder (Fujitsu Limited)                 27,361          29,152
   Accrued liabilities                                             512,904         431,600
                                                                -----------     -----------
       Total current liabilities                                   783,221         594,649
                                                                -----------     -----------
 Long-term debt - stockholder (Fujitsu Limited)                          -          80,000
                                                                -----------     -----------
 Long-term liabilities                                              42,314          51,152
                                                                -----------     -----------
 Deferred income taxes                                              60,065          48,573
                                                                -----------     -----------
 Stockholders' equity:
   Common stock, $.05 par value -
     Authorized  - 200,000,000 shares
     Outstanding - 120,995,000 shares in 1996
       and 119,259,000 shares in 1995                                6,050           5,963
   Additional paid-in capital                                      551,230         542,269
   Retained earnings                                                78,203         370,995
   Cumulative translation adjustments                                9,058          10,932
   Unrealized holding gains on securities                            2,149           3,665
                                                                -----------     -----------
       Total stockholders' equity                                  646,690         933,824
                                                                -----------     -----------
                                                              $  1,532,290    $  1,708,198
                                                                ===========     ===========

The accompanying notes are an integral part of these financial statements.
                                        3
</TABLE>
<PAGE>                     
<TABLE>
<CAPTION>

                      AMDAHL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                  (In thousands, except per common share amounts)

                                                             FOR THE THREE MONTHS ENDED
                                                          SEPT 27, 1996      SEPT 29, 1995
                                                         ---------------    ---------------
<S>                                                      <C>               <C>
  REVENUES
    Equipment sales                                      $      147,936     $      191,848
    Service, software and other                                 291,883            158,168
                                                           -------------      -------------
                                                                439,819            350,016
                                                           -------------      -------------
  COST OF REVENUES
    Equipment sales                                              99,321            113,292
    Service, software and other                                 217,049             94,255
                                                           -------------      -------------
                                                                316,370            207,547
                                                           -------------      -------------
     Gross margin                                               123,449            142,469
                                                           -------------      -------------
  OPERATING EXPENSES
    Engineering and development                                  29,091             35,756
    Marketing, general and administrative                       102,401             91,432
                                                           -------------      -------------
                                                                131,492            127,188
                                                           -------------      -------------
     Income (loss) from operations                               (8,043)            15,281
                                                           -------------      -------------
  INTEREST
    Income                                                        6,655             13,010
    Expense                                                      (2,813)            (2,584)
                                                           -------------      -------------
                                                                  3,842             10,426
                                                           -------------      -------------
     Income (loss) before provision for
        income taxes                                             (4,201)            25,707

  PROVISION FOR INCOME TAXES                                        632              5,650
                                                           -------------      -------------
  NET INCOME (LOSS)                                      $       (4,833)    $       20,057
                                                           =============      =============

  PER COMMON SHARE AMOUNTS:


    Net income (loss)                                    $         (.04)    $          .17
                                                           =============      =============

    Average outstanding shares                                  120,881            120,603
                                                           =============      =============


The accompanying notes are an integral part of these financial statements.
</TABLE>
                                        4
<PAGE>
<TABLE>
<CAPTION>

                        AMDAHL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                  (In thousands, except per common share amounts)



                                                             FOR THE NINE MONTHS ENDED
                                                          SEPT 27, 1996      SEPT 29, 1995
                                                         ---------------    ---------------
<S>                                                      <C>                <C>
  REVENUES
    Equipment sales                                      $      348,795     $      624,468
    Service, software and other                                 790,906            475,740
                                                           -------------      -------------
                                                              1,139,701          1,100,208
                                                           -------------      -------------
  COST OF REVENUES
    Equipment sales                                             437,255            396,764
    Service, software and other                                 583,309            267,389
                                                           -------------      -------------
                                                              1,020,564            664,153
                                                           -------------      -------------
     Gross margin                                               119,137            436,055
                                                           -------------      -------------
  OPERATING EXPENSES
    Engineering and development                                  91,852            114,403
    Marketing, general and administrative                       302,375            266,073
    Purchased in-process engineering and development             20,700                  -
                                                           -------------      -------------
                                                                414,927            380,476
                                                           -------------      -------------
     Income (loss) from operations                             (295,790)            55,579
                                                           -------------      -------------
  INTEREST
    Income                                                       22,554             38,048
    Expense                                                      (7,555)            (7,884)
                                                           -------------      -------------
                                                                 14,999             30,164
                                                           -------------      -------------
     Income (Loss) before provision for
        income taxes                                           (280,791)            85,743

  PROVISION FOR INCOME TAXES                                     12,001             18,850
                                                           -------------      -------------
  NET INCOME (LOSS)                                      $     (292,792)    $       66,893
                                                           =============      =============

  PER COMMON SHARE AMOUNTS:

    Net income (loss)                                    $        (2.44)    $          .56
                                                           =============      =============

    Average outstanding shares                                  120,223            120,267
                                                           =============      =============

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>

                       AMDAHL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                             FOR THE NINE MONTHS ENDED
                                                                            SEPTEMBER 27,    OCTOBER 1,
                                                                              1996              1995
                                                                          ------------      -------------
<S>                                                                       <C>               <C>

Cash and cash equivalents at beginning of period                             $192,980           $358,006
                                                                          ------------      -------------
Cash flows from operating activities:

       Net income (loss)                                                     (292,792)            66,893
       Adjustments to reconcile net income (loss)
        to net cash:
         provided by (used for) operating activities:
          Depreciation and amortization                                        78,230             88,191
          Write-off of purchased in-process engineering & development          20,700                  -
          Write-down of processor inventories and lease systems
           to market                                                          130,000                  -
          Deferred income tax provision                                        11,491              6,551
          Gain on dispositions of assets                                          (59)              (330)
       Changes in assets and liabilities net of effects from 
        purchase of Trecom:
          (Increase) decrease in receivables                                  (50,760)            61,001
          (Increase) decrease in inventories                                   49,984            (17,265)
          Increase in prepaid expenses and
           deferred tax benefit                                               (10,347)           (13,035)
          (Increase) decrease in long-term receivables
           and other assets                                                    (4,095)             6,242
          Increase (decrease) in accounts payable                              19,265            (22,755)
          Increase (decrease) in accrued liabilities                           10,794            (96,142)
          Decrease in long-term liabilities                                    (2,588)            (3,689)
                                                                          ------------      -------------
       Net cash provided by (used for) operating activities                   (40,177)            75,662
                                                                          ------------      -------------

Cash flows from investing activities:
       Purchases of available-for-sale short-term investments                (109,743)          (292,223)
       Purchases of held-to-maturity short-term investments                         -           (277,065)
       Proceeds from sales and maturities of
          available-for-sale short-term investments                           266,066             15,482
       Proceeds from maturities of held-to-maturity
          short-term investments                                                    -            329,437
       Payment for purchase of Trecom, net of cash acquired
         and acquisition price payable                                        (68,204)                 -
       Capital expenditures:
            Leased systems                                                    (34,016)           (11,668)
            System spares                                                     (11,260)           (12,787)
            Other property and equipment                                      (35,913)           (50,830)
       Proceeds from property and equipment sales                              14,848             44,154
                                                                          ------------      -------------
       Net cash provided by (used for) investing activities                    21,778           (255,500)
                                                                          ------------      -------------

Cash flows from financing activities:
       Increase (decrease) in notes payable and short-term debt               (13,878)            11,642
       Repayments of long-term borrowings                                        (143)                 -
       Sale of common stock and exercise of options                             9,048             19,793
                                                                          ------------      -------------
       Net cash provided by (used for) financing activities                    (4,973)            31,435
                                                                          ------------      -------------
Effect of exchange rate changes on cash                                        (1,646)             3,148
                                                                          ------------      -------------
       Net decrease in cash and cash equivalents                              (25,018)          (145,255)
                                                                          ------------      -------------
Cash and cash equivalents at end of period                                   $167,962           $212,751
                                                                          ============      =============


The accompanying notes are an integral part of these financial statements.
</TABLE>

                                        6

<PAGE>


                       AMDAHL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


The accompanying  interim financial  statements and related notes should be read
in conjunction  with the financial  statements and related notes included in the
Company's 1995 Annual Report to Stockholders.


RELATIONSHIP WITH FUJITSU LIMITED

During  the third  quarter of 1996 the  Company  recognized  equipment  sales to
Fujitsu Limited (Fujitsu) under  distributorship  and other  arrangements  which
contributed  $6,235,000  and  $3,022,000  to equipment  sales and gross  margin,
respectively,  compared to  $14,023,000  and  $8,425,000 in the third quarter of
1995  ($15,551,000  and  $4,320,000  for the  first  nine  months  of  1996  and
$35,144,000 and $16,650,000 for the first nine months of 1995).

In 1995 the Company  entered into a contract  manufacturing  agreement  with HaL
Computer  Systems,  Inc.  (HaL), a wholly-owned  subsidiary of Fujitsu,  whereby
Amdahl agreed to manufacture open system  workstations for HaL. The Company also
performs  circuit board  assembly for Ross  Technology,  Inc., a  majority-owned
subsidiary  of  Fujitsu.  Both of these  agreements  were  near  completion  and
contributed  no revenue  and a negative  $102,000 to  equipment  sales and gross
margin,  respectively,  in the third  quarter of 1996 compared to $868,000 and a
negative  $84,000 to equipment  sales and gross  margin in the third  quarter of
1995 ($5,630,000 and a negative $2,211,000 for the first nine months of 1996 and
$5,190,000 and $1,692,000 in the first nine months of 1995).

Fujitsu   reimburses  Amdahl  for  certain  specific   engineering   development
activities  performed by Amdahl from time to time related to products  which are
being  jointly  developed  by Amdahl  and  Fujitsu.  In  connection  with  these
development efforts,  Amdahl recorded $6,100,000 as an offset to engineering and
development expenses in the third quarter of 1996 ($18,500,000 in the first nine
months of 1996). No such reimbursements occurred in 1995.

Amounts due from Fujitsu and their  subsidiaries  included in  receivables  were
$22,483,000  and  $35,795,000  as of  September  27, 1996 and December 29, 1995,
respectively.

At September 27, 1996 and December 30, 1995,  $80,000,000 was outstanding  under
the loan agreement  with Fujitsu.  This amount was  reclassified  from long-term
debt to current debt in the first quarter of 1996, as the amount  outstanding is
payable  in  January  1997.  Interest  expense  associated  with  the  loan  was
$1,233,000 and  $1,460,000 in the third quarters of 1996 and 1995,  respectively
($4,155,000  and  $4,459,000  in  the  first  nine  months  of  1996  and  1995,
respectively), of which $917,000 and $958,000

                                        7

<PAGE>



was  payable and  included  in accrued  liabilities  at  September  27, 1996 and
December 29, 1995, respectively.


SUPPLEMENTARY CASH FLOW DISCLOSURE

Income taxes of $1,602,000 (net of taxes refunded of  $16,951,000)  were paid by
the Company in the first nine months of 1996,  and income  taxes of  $26,158,000
were paid by the Company in the first nine months of 1995.  Interest paid on all
borrowings  was  $7,648,000 and $7,866,000 for the first nine months of 1996 and
1995, respectively.

NONCASH INVESTING ACTIVITIES

Transfers of Amdahl-manufactured  systems from net property, plant and equipment
to inventories were $10,798,000 in the first nine months of 1996 and $12,071,000
in the first nine months of 1995.


                                        8

<PAGE>

                       AMDAHL CORPORATION AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following Management's Discussion and Analysis should be read in conjunction
with the  Management's  Discussion  and Analysis  included in the Company's 1995
Annual Report to Stockholders.

RESULTS OF OPERATIONS

THIRD  QUARTER AND FIRST NINE MONTHS OF 1996 COMPARED TO THIRD QUARTER AND FIRST
NINE MONTHS OF 1995:

Total revenues  increased 26% to  $439,819,000 in the third quarter of 1996 from
$350,016,000 in the third quarter of 1995 and increased $39,493,000 or 4% in the
first nine months of 1996  compared to the first nine months of 1995.  Equipment
sales revenues decreased 23% in the third quarter of 1996 from the third quarter
of 1995 and decreased 44% in the first nine months of 1996 compared to the first
nine months of 1995.  Equipment  sales were 34% and 55% of total revenues in the
third quarters of 1996 and 1995, respectively.  The third quarter 1996 equipment
sales  included the first  revenues from limited  shipments of the Company's new
Millennium  CMOS  mainframe  systems.  Revenues  from  equipment  sales of 5995M
mainframe  systems  decreased  53% in the third  quarter  of 1996 from the third
quarter of 1995 despite increased volume, due to significant declines in pricing
year-to-year  caused by severe  price  competition  in the  marketplace  and the
transition from older ECL mainframe technology to CMOS technology. Revenues from
storage product  equipment sales increased 61% in the third quarter of 1996 when
compared to the same period of 1995 as the Company  began volume  shipments of a
new generation of storage products.  Equipment sales of high performance servers
increased  37% in the third  quarter of 1996 compared to the same quarter a year
ago.

Service,  software and other  revenues were 66% and 45% of total revenues in the
third  quarters  of 1996 and 1995,  respectively.  Service,  software  and other
revenues  increased  85% in the third  quarter of 1996 from the third quarter of
1995 and 66% in the first  nine  months of 1996  from the first  nine  months of
1995, primarily reflecting increased consulting services revenues from DMR Group
Inc. (DMR), acquired in the fourth quarter of 1995, and Trecom Business Systems,
Inc. (Trecom), acquired in the second quarter of 1996.

Total gross margin was 28% of revenues in the third quarter of 1996, compared to
41% in the third quarter of 1995 and 10% of revenues in the first nine months of
1996,  compared  to 40% in the  first  nine  months of 1995.  The  gross  margin
percentage on equipment sales decreased to 33% in the third quarter of 1996 from
41% in the third  quarter of 1995 and  decreased to a negative 25% for the first
nine months of 1996 from 36% for the first nine

                                        9

<PAGE>



months of 1995. The 1996  year-to-date  total gross margin and gross margin from
equipment  sales  include a charge of $130  million  taken in second  quarter to
reduce  end-of-life  bipolar 5995M assets to market value.  Without this charge,
the total gross margin and gross margin from equipment  sales for the first nine
months of 1996 would have been 22% and 12%, respectively.

The gross margin on service, software and other revenues decreased to 26% in the
third quarter of 1996 from 40% in the third quarter of 1995 and decreased to 26%
in the first nine months of 1996 from 44% in the first nine months of 1995.  The
primary  cause of the decreases is that  consulting  and  professional  services
contributed a greater  proportion of revenues  during 1996,  and these  revenues
generate lower gross margins than the Company's traditional maintenance revenues
which  predominated  in 1995.  In addition,  the gross margin from the Company's
traditional  maintenance  business has been  negatively  effected by competitive
pricing  pressures  and a  gradual  erosion  of  the  installed  base  of  older
generations of mainframe systems.

Third quarter 1996 engineering and development  expenses decreased $7 million or
19% when  compared to the third quarter of 1995,  due in part to  reimbursements
received from Fujitsu (see the Notes to the Consolidated  Financial  Statements)
and  due to the  increased  reliance  on  Fujitsu  for  the  development  of the
Company's future mainframe and storage  products.  Third quarter 1996 marketing,
general and  administrative  expenses increased $11 million or 12% when compared
to the third  quarter  of 1995,  due to  increased  marketing  efforts  directed
towards the Company's  non-traditional product lines and the additional expenses
associated with DMR and Trecom.

Net interest  income  decreased $7 million in the third quarter of 1996 from the
third quarter of 1995 and decreased $15 million in the first nine months of 1996
from the first nine months of 1995 due  primarily to lower cash levels after the
acquisition of DMR and Trecom.


                                       10

<PAGE>




The  effective  income tax rate was negative  15% in the third  quarter of 1996,
compared  to 22% in the  third  quarter  of 1995.  The  third  quarter  1996 tax
provision  included a provision for taxes currently payable in state and foreign
jurisdictions.  No tax benefit was recorded for the loss incurred in the current
period. For financial reporting  purposes,  the valuation allowance at September
27, 1996  reduced net  deferred  tax assets to an amount  realizable  based upon
taxes  paid for prior  years  without  relying  on future  income.  The  Company
anticipates  that the provision  for income taxes in the fourth  quarter of 1996
will consist only of minimum state and foreign taxes.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

While the Company's new CMOS based  Millennium  mainframe  will achieve  general
availability  during the fourth quarter of 1996, revenues and margins associated
with the sale of these new systems will be subject to a number of  uncertainties
over  the near  term.  Among  them are the  volume  of  units to be  shipped  as
production  schedules  are ramped up, the size and  configuration  of  delivered
systems, and system pricing, as the Company expects sales of these systems to be
subject  to  the  same  competitive   pressures  which  have  affected  previous
generations  of the Company's  mainframe  computers.  Moreover,  in light of the
transition from older technology  systems to the new CMOS based mainframes,  the
Company  expects  traditional  hardware  maintenance  revenues  to decline  from
historical levels.

The above uncertainties,  as well as competitive  conditions in the marketplace,
require the Company to continually  review and consider  adjustments to its cost
structures.  At the present  time the Company is unable to quantify  the size of
any cost  reduction  activities  it might  undertake,  their  impact  on  future
operating  results,  and  whether  any such  actions  would  require a  material
one-time charge to earnings.

FINANCIAL CONDITION
SEPTEMBER 27, 1996 COMPARED TO DECEMBER 29, 1995

The  Company's  net  cash  position   (cash,   restricted  cash  and  short-term
investments net of short-term and long-term debt,  excluding  capitalized  lease
obligations)  decreased by $189 million from  December 29, 1995 to September 27,
1996.  Cash,  cash  equivalents,  restricted  cash  and  short-term  investments
decreased $188 million,  reflecting cash used for operations and the acquisition
of Trecom.  Receivables  increased  $88 million,  largely due to the addition of
Trecom's receivables of $50 million.

Inventories  decreased $167 million,  reflecting shipments of end- of-life 5995M
systems and the $105 million  write-down of 5995M inventories to market value in
the second quarter of 1996.

Property and equipment  decreased $23 million due to the $25 million  write-down
of 5995M leased systems in the second quarter of 1996.

The excess of cost over net assets acquired (goodwill), net of

                                       11

<PAGE>



amortization, increased $92 million due to the acquisition of
Trecom.

Accrued liabilities increased $81 million, primarily due to the present value of
the Trecom  acquisition  price  payable,  which was $63 million at September 27,
1996.  Increases in other  accruals  were  partially  offset by charges  against
accrued  restructuring  costs,  which resulted in a decrease in the balance from
$55 million at December 29, 1995 to $19 million at September 27, 1996.

At September 27, 1996 and December 29, 1995, $80 million was  outstanding  under
the loan agreement  with Fujitsu.  This amount was  reclassified  from long-term
debt to current debt in the first quarter of 1996, as the amount  outstanding is
payable in January 1997.


LIQUIDITY

The  nature  of the  computer  industry,  combined  with  the  current  economic
environment,  make it very difficult for the Company to predict future liquidity
requirements  with certainty.  However,  the Company believes that existing cash
and short-term  investments will be adequate to finance  continuing  operations,
investments in property and equipment, inventories and spare parts, expenditures
for the  development  of new  products,  repayment of  outstanding  debt and the
remaining liability for the acquisition of Trecom, at least through 1997.


                                       12

<PAGE>


                           PART II. OTHER INFORMATION



Item 1.           Legal Proceedings:
                  Not applicable.

Item 2.           Changes in Securities:
                  Not applicable.

Item 3.           Defaults upon Senior Securities:
                  Not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders:
                  Not applicable

Item 5.           Other information:
                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K:

                  (a)   Exhibits:

                        10  Termination agreement with named executive officer.

                  (b)   Reports on Form 8-K:

                        Form 8-K/A filed July 3, 1996.







                                       13

<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                            AMDAHL CORPORATION



Date:  November 11, 1996                   By:  /s/ John C. Lewis
                                                ---------------------
                                                John C. Lewis
                                                Chairman of the Board,
                                                President and
                                                Chief Executive Officer



Date:  November 11, 1996                    By: /s/ Ernest B. Thompson
                                                -------------------------
                                                Ernest B. Thompson
                                                Vice President and Controller
                                                (Principal Accounting Officer)
 


                                       14

<PAGE>

                                 Exhibit Index

Item        Description
----        -----------

10          Termination Agreement with Named Executive Officer

27          Financial Data Schedule