SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

                  For the quarterly period ended March 28, 1997

                           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
May 2, 1997:  122,672,369.



<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 1996 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 1996 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 27,  1996.  ACTUAL  RESULTS  COULD DIFFER
MATERIALLY FROM THOSE PROJECTED.

The results of  operations  for the three months  ended March 28, 1997,  are not
necessarily indicative of results for the entire year ending December 26, 1997.




<PAGE>

<TABLE>
<CAPTION>

                           AMDAHL CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                           MARCH 28, 1997 AND DECEMBER 27, 1996
                                  (Dollars in thousands)
                                        (Unaudited)


                                                                   1997            1996
                                                                -----------     -----------
<S>                                                          <C>              <C> 

               Assets
 Current assets:
   Cash and cash equivalents                                  $    197,861    $    134,646
   Restricted cash                                                  56,642          57,126
   Short-term investments                                          149,862         210,671
   Receivables, net of allowances                                  373,290         498,851
   Inventories -
     Purchased materials                                            25,280          30,766
     Systems in process                                             25,548          26,407
     Finished goods                                                 57,618          71,582
   Prepaid expenses and deferred tax benefit                        84,969          86,360
                                                                -----------     -----------
       Total current assets                                        971,070       1,116,409
                                                                -----------     -----------
 Long-term receivables and other assets                             38,139          33,647
                                                                -----------     -----------
 Property and equipment, at cost:
   Leased systems                                                   28,137          41,582
   System spares                                                   356,284         368,209
   Production and data processing equipment                        324,284         318,527
   Office furniture, equipment, and improvements                   143,092         140,050
   Land and buildings                                               78,388          82,318
                                                                -----------     -----------
                                                                   930,185         950,686
   Less - Accumulated depreciation and amortization               (688,426)       (705,723)
                                                                -----------     -----------
       Property and equipment, net                                 241,759         244,963
                                                                -----------     -----------
 Excess of cost over net assets acquired, net of amortization      198,615         201,385
                                                                -----------     -----------
                                                              $  1,449,583    $  1,596,404
                                                                ===========     ===========
                  Liabilities and stockholders' equity

 Current liabilities:
   Notes payable and short-term debt                          $     34,328    $     45,053
   Short-term debt - stockholder (Fujitsu Limited)                  80,000          80,000
   Accounts payable                                                 99,540         141,697
   Accounts payable - stockholder (Fujitsu Limited)                 28,598          68,625
   Accrued liabilities                                             501,665         541,743
                                                                -----------     -----------
       Total current liabilities                                   744,131         877,118
                                                                -----------     -----------
 Long-term liabilities                                              41,903          43,663
                                                                -----------     -----------
 Deferred income taxes                                              60,144          62,375
                                                                -----------     -----------
 Stockholders' equity:
   Common stock, $.05 par value -
     Authorized  - 200,000,000 shares
     Outstanding - 122,312,000 shares in 1997
       and 121,753,000 shares in 1996                                6,116           6,088
   Additional paid-in capital                                      559,332         555,690
   Retained earnings                                                33,308          44,313
   Cumulative translation adjustments                                8,295           9,300
   Unrealized holding losses on securities                          (3,646)         (2,143)
                                                                -----------     -----------
       Total stockholders' equity                                  603,405         613,248
                                                                -----------     -----------
                                                              $  1,449,583    $  1,596,404
                                                                ===========     ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>

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



                                                             FOR THE THREE MONTHS ENDED
                                                          MARCH 28, 1997     MARCH 29, 1996
                                                         ---------------    ---------------
<S>                                                      <C>                <C>

  REVENUES
    Equipment sales                                      $      112,867     $       94,464
    Service, software and other                                 280,038            222,564
                                                           -------------      -------------
                                                                392,905            317,028
                                                           -------------      -------------
  COST OF REVENUES
    Equipment sales                                              71,537             85,584
    Service, software and other                                 219,606            158,862
                                                           -------------      -------------
                                                                291,143            244,446
                                                           -------------      -------------
     Gross margin                                               101,762             72,582
                                                           -------------      -------------
  OPERATING EXPENSES
    Engineering and development                                  24,674             30,563
    Marketing, general and administrative                        87,227             96,353
                                                           -------------      -------------
                                                                111,901            126,916
                                                           -------------      -------------
     Loss from operations                                       (10,139)           (54,334)
                                                           -------------      -------------
  INTEREST
    Income                                                        4,989              8,396
    Expense                                                      (2,855)            (2,216)
                                                           -------------      -------------
                                                                  2,134              6,180
                                                           -------------      -------------
     Loss before provision for
        (benefit from) income taxes                              (8,005)           (48,154)

  PROVISION FOR (BENEFIT FROM) INCOME TAXES                       3,000             (9,631)
                                                           -------------      -------------
  NET LOSS                                               $      (11,005)    $      (38,523)
                                                           =============      =============

  PER COMMON SHARE AMOUNTS:


    Net loss                                             $         (.09)    $         (.32)
                                                           =============      =============

    Average outstanding shares                                  122,109            119,566
                                                           =============      =============

</TABLE>

The accompanying notes are an integral part of these financial statements.



<PAGE>

<TABLE>
<CAPTION>

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




                                                                            FOR THE THREE MONTHS ENDED
                                                                          MARCH 28,            MARCH 29,
                                                                             1997                 1996
                                                                        -------------- ----- --------------

<S>                                                                     <C>                    <C>  

Cash and cash equivalents at beginning of period                            $  134,646           $  192,980
                                                                        --------------       --------------
Cash flows from operating activities:
    Net loss                                                                   (11,005)             (38,523)
    Adjustments to reconcile net loss to net cash provided by
        (used for) operating activities:
        Depreciation and amortization                                           24,070               25,948
        Deferred income tax provision                                           (2,231)               1,153
        Gain on dispositions of assets                                            (406)                (432)
    Changes in assets and liabilities net of effects of business acquisitions:
        Decrease in receivables                                                120,119               44,191
        (Increase) decrease in inventories                                      19,778               (3,108)
        (Increase) decrease in prepaid expenses and deferred
        tax benefit                                                                746              (15,155)
        Increase in long-term receivables and other assets                      (4,215)              (3,301)
        Decrease in accounts payable                                           (79,541)             (16,460)
        Decrease in accrued liabilities                                        (36,758)             (31,652)
        Increase (decrease) in long-term liabilities                               805               (2,396)
    Net cash provided by (used for) operating activities                        31,362              (39,735)
                                                                        --------------       --------------

Cash flows from investing activities:
    Purchases of available-for-sale short-term investments                     (12,507)             (84,623)
    Proceeds from sales of available-for-sale investments                       11,818              134,270
    Proceeds from maturities of short-term investments                          60,155                    -
    Capital expenditures:
        Leased systems                                                            (594)             (12,644)
        System spares                                                           (5,229)              (3,384)
        Other property and equipment                                           (21,973)             (12,131)
    Proceeds from property and equipment  sales                                  5,315                1,359
    Net cash provided by investing activities                                   36,985               22,847
                                                                        --------------       --------------

Cash flows from financing activities:
    Decrease in notes payable and short-term debt                               (5,120)              (3,986)
    Repayments of long-term borrowings                                          (2,159)                (746)
    Sale of common stock and exercise of options                                 3,670                2,050
    Net cash used for financing activities                                      (3,609)              (2,682)
                                                                        --------------       --------------
Effect of exchange rate changes on cash                                         (1,523)                (892)
                                                                        --------------       --------------
    Net increase (decrease) in cash and cash equivalents                        63,215              (20,462)
Cash and cash equivalents at end of period                                  $  197,861           $  172,518
                                                                        ==============       ==============

</TABLE>

The accompanying notes are an integral part of these financial statements.


<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 1996 Annual Report to Stockholders.


RELATIONSHIP WITH FUJITSU LIMITED

During  the first  quarter of 1997 the  Company  recognized  equipment  sales to
Fujitsu Limited (Fujitsu) under  distributorship  and other  arrangements  which
contributed  $5,154,000 to equipment  sales  compared to $7,486,000 in the first
quarter of 1996.

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
performed  circuit board assembly for Ross  Technology,  Inc., a  majority-owned
subsidiary  of Fujitsu.  Both of these  agreements  were  completed  in 1996 and
contributed  $4,427,000 and a negative  $1,536,000 to equipment  sales and gross
margin in the first quarter of 1996.

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 $8,903,000 as an offset to engineering and
development expenses in the first quarter of 1997, compared to $6,200,000 in the
first quarter of 1996.

In March 1997  Amdahl  granted  Fujitsu a license  for  certain  storage  system
software for use in conjunction with Fujitsu's  proprietary operating system for
$4,700,000.  This  amount  was  recognized  in first  quarter  1997 as  software
revenue.  In addition,  Fujitsu has agreed to  compensate  Amdahl as a result of
changes to  development  schedules  requested  by Fujitsu for  storage  products
currently  being  developed  by Fujitsu for the  Company  under  existing  joint
development programs.  Of this compensation,  the Company recognized a credit of
$6,200,000  which reduced  equipment sales cost of revenues in the first quarter
of 1997.

Amounts due from Fujitsu and their  subsidiaries  included in  receivables  were
$27,782,000  and  $43,906,000  as  of  March  28,1997  and  December  27,  1996,
respectively.

At March 28, 1997 and December 27, 1996,  $80,000,000 was outstanding  under the
loan agreement with Fujitsu. The terms of


<PAGE>



the loan were  renegotiated  in January 1997,  and the full amount is payable in
January 1998.  Interest  expense  associated  with the loan was  $1,375,000  and
$1,558,000 in the first quarters of 1997 and 1996, respectively.


SUPPLEMENTARY CASH FLOW DISCLOSURE

Income taxes of $3,403,000  (net of taxes refunded of $152,000) were paid by the
Company in the first three months of 1997,  and income taxes of $4,555,000  were
refunded to the Company in the first three months of 1996.  Interest paid on all
borrowings  was $2,813,000 and $2,231,000 for the first three months of 1997 and
1996, respectively.

NONCASH INVESTING ACTIVITIES

Net inventory  capitalized  into property,  plan and equipment was $7,474,000 in
the first three months of 1997,  and  transfers of  Amdahl-manufactured  systems
from net property,  plant and equipment to  inventories  were  $6,942,000 in the
first three months of 1996.


SUBSEQUENT EVENTS

On  April  22,  1997 the  Company  paid $65  million  in cash for the  remaining
purchase price of Trecom Business Systems, Inc. (Trecom),  which was acquired in
the second quarter of 1996.

On April 16, 1997 Amdahl's  professional  services  company,  DMR Trecom,  Inc.,
acquired William J. Kelley & Co., Inc., a Boston- based  information  technology
firm,  for  $5,100,000.  The  acquisition  will be  accounted  for in the second
quarter of 1997 using the purchase method of accounting.

A lawsuit was filed  against the Company in June 1995 by an  equipment  supplier
for breach of contract. The Company filed a counterclaim against the supplier in
July 1995 for amounts it  believed  were owed to it by the  supplier.  On May 5,
1997 a  judgement  was awarded in favor of the  supplier  for  approximately  $4
million.


NEW ACCOUNTING STANDARDS

In  February  1997  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting  Standard (SFAS) No. 128, Earnings per Share,
which will be adopted by the Company in the fourth quarter of 1997. SFAS No. 128
requires  companies to compute net income per share under two different methods,
basic and diluted, and to disclose the methodology used for the calculation.  If
SFAS No. 128 had been applied by the Company

<PAGE>


during  the first  quarter  of 1997 and 1996,  basic  net  income  per share and
diluted net income per share would not have changed.

In  February  1997 FASB issued SFAS No. 129,  Disclosure  of  Information  about
Capital Structure, which will be adopted by the Company in the fourth quarter of
1997.  SFAS No. 129 requires  companies to disclose  certain  information  about
their capital structure.  The Company does not anticipate that SFAS No. 129 will
have a material impact on its financial position,  results of operations or cash
flows.


<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 1996
Annual Report to Stockholders.

RESULTS OF OPERATIONS

First quarter of 1997 compared to first quarter of 1996:

Total revenues  increased 24% to  $392,905,000 in the first quarter of 1997 from
$317,028,000 in the first quarter of 1996.  Equipment  sales revenues  increased
20% in the first quarter of 1997 from the first quarter of 1996. Equipment sales
were 29% and 30% of total  revenues  in the  first  quarters  of 1997 and  1996,
respectively.  The first quarter 1997  equipment  sales  included  revenues from
shipments of the Company's  Millennium CMOS systems which were not yet available
for sale in the first quarter of 1996.  Revenues from  equipment  sales of 5995M
systems  decreased  53% in the first  quarter of 1997 from the first  quarter of
1996 due to severe  price  competition  and the  limited  availability  of these
systems during first quarter 1997. Revenues from storage product equipment sales
increased  24% in the first  quarter of 1997 when compared to the same period of
1996 due to increased shipments in open system storage products.

Service,  software and other  revenues were 71% and 70% of total revenues in the
first  quarters  of 1997 and 1996,  respectively.  Service,  software  and other
revenues  increased  26% in the first  quarter of 1997 from the first quarter of
1996, primarily  reflecting  consulting services revenues from Trecom, which was
acquired in the second quarter of 1996.

Total gross margin was 26% of revenues in the first quarter of 1997, compared to
23% in the first quarter of 1996. The gross margin percentage on equipment sales
increased  to 37% in the first  quarter of 1997 from 9% in the first  quarter of
1996 due in large part to sales of the  Millennium  systems  which  have  higher
gross margins than the 5995M systems.

The gross margin on service, software and other revenues decreased to 27% in the
first quarter of 1997 from 29% in the first  quarter of 1996.  The primary cause
of the decrease is that gross  margins from the  maintenance  business have been
negatively  effected  by  competitive  pricing  pressures  and an erosion of the
installed base of older  generations of mainframe.  In addition,  the consulting
and professional services businesses contributed a


<PAGE>



greater  proportion of revenues  during 1997.  These  businesses  generate lower
gross  margins  than  the  Company's   hardware   maintenance   business   which
predominated services revenues in 1996.

First quarter 1997 engineering and development  expenses decreased $6 million or
19% when compared to the first quarter of 1996. The reduction in engineering and
development  expenses  is  primarily  due to  reductions  in its  workforce  and
facilities to levels more  appropriate to current  business  requirements.  This
reduction  also  contributed  to the decrease of first  quarter 1997  marketing,
general and  administrative  expenses of $11 million or 11% when compared to the
first quarter of 1996.

Net interest  income  decreased $4 million in the first quarter of 1997 from the
first quarter of 1996 due  primarily to a reduction in  short-term  investments,
reflecting  cash used for  operations  and the  payment of $66  million  for the
acquisition of Trecom in the second quarter of 1996.

The  effective  income tax rate was negative  36% in the first  quarter of 1997,
compared to 20% in the first quarter of 1996.


FINANCIAL CONDITION
March 28, 1997 Compared to December 26, 1996

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)  increased by $11 million from December 27, 1996 to March 28, 1997.
Cash, cash equivalents,  restricted cash and short-term investments increased $2
million. Receivables decreased $126 million, reflecting lower revenues.

Inventories   decreased  $20  million,  due  to  lower  manufacturing  costs  on
Millennium mainframe systems.


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. Over
the  longer  term,  Amdahl  must  successfully  execute  its  plans to  generate
significant  positive cash flows if it is to sustain adequate  liquidity without
impairing  growth or requiring  the infusion of  additional  funds,  either from
external sources of cash or from the sale of business assets.


<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       First amendment to loan agreement between
                                    Amdahl Corporation and Fujitsu Limited dated
                                    January 27, 1994.

                           27       Financial data schedule.

                  (b)      Reports on Form 8-K

                           Not applicable.




<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: May 9, 1997                   By:  /s/ John C. Lewis
     ----------------------              ----------------------
                                         John C. Lewis
                                         Chairman of the Board,
                                         President and
                                         Chief Executive Officer




Date: May 9, 1997                   By:  /s/ Ernest B. Thompson
     ---------------------               --------------------------
                                         Ernest B. Thompson
                                         Vice President and Controller
                                         (Principal Accounting Officer)