EXHIBIT 10(w)
                            DATA GENERAL CORPORATION
                     EMPLOYEE QUALIFIED STOCK PURCHASE PLAN

1.   Purpose

     This Employee  Qualified Stock Purchase Plan (the "Plan") is intended as an
incentive  and to encourage  stock  ownership by all eligible  employees of Data
General  Corporation (the "Company") and all participating  subsidiaries so that
they may share in the fortunes of the Company by acquiring or  increasing  their
proprietary  interest in the Company. The Plan is designed to encourage eligible
employees  to remain in the employ of the Company.  It is intended  that options
issued  pursuant to this Plan shall  constitute  options  issued  pursuant to an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986 (the "Code").

2.   Eligible Employees

     All employees of the Company or any of its  participating  subsidiaries who
have  completed  ninety  days'  employment  with  the  Company  or  any  of  its
subsidiaries  shall be eligible to receive  options  under this Plan to purchase
the  Company's  Common Stock  (except  employees  in  countries  whose laws make
participation impractical). Persons who have been so employed for ninety days or
more on the  February 1 next  following  the date this Plan is  approved  by the
stockholders  of the Company  shall receive their options as of such February 1.
Persons  who attain the status of  employment  for ninety days or more after the
date on which the initial  options are granted  under this Plan shall be granted
options  on the next date on which  options  are  granted  to all  participating
employees.  In no event may an employee  be granted an option if such  employee,
immediately after the option is granted, owns stock possessing 5 percent or more
of the  total  combined  voting  power or value of all  classes  of stock of the
Company or of its parent  corporation  or subsidiary  corporation,  as the terms
"parent corporation" and "subsidiary  corporation" are defined in Section 425(e)
and (f) of the Code.  For purposes of  determining  stock  ownership  under this
paragraph,  the rules of Section  425(d) of the Code shall apply and stock which
the employee may purchase  under  outstanding  options shall be treated as stock
owned by the employee.

     For  purposes  of this  Article 2, the term  employee  shall not include an
employee whose  customary  employment is 20 hours or less per week or is for not
more than 5 months in any calendar year.

3.   Stock Subject to the Plan

     The  stock  subject  to the  options  shall  be  shares  of  the  Company's
authorized  but  unissued  shares of Common  Stock of the  Company  or shares of
Common Stock  reacquired by the Company,  including shares purchased in the open
market. The aggregate number of shares which may be issued pursuant to this Plan
is  11,100,000,  subject to increase  or decrease by reason of stock  split-ups,
reclassifications, stock dividends, changes in par value and the like.

4.   Payment Periods and Stock Options

     The  six-month  periods,  August 1 to January 31 and February 1 to July 31,
are Payment Periods during which payroll  deductions  will be accumulated  under
the Plan. Each Payment Period includes only regular pay days falling within it.

     Twice each year,  on the first  business  day of each Payment  Period,  the
Company will grant to each eligible  employee who is then a  participant  in the
Plan an option to purchase on the last day of such Payment  Period at the Option
Price hereinafter  provided for such number of shares of the Common Stock of the
Company  reserved for the purpose of the Plan as his or her accumulated  payroll
deductions  on the last day of such  Payment  Period will pay for at such Option
Price;  provided  and on  condition  that  such  employee  remains  eligible  to
participate in the Plan  throughout  such Payment  Period.  The Option Price for
each Payment  Period shall be the lesser of (i) 85% of the average  market price
of the Company's  Common Stock on the first business day of the Payment  Period;
or (ii) 85% of the average  market  price of the  Company's  Common Stock on the
last business day of the Payment Period. In the event of an increase or decrease
in the number of outstanding shares of Common Stock of the Company through stock
split-ups,  reclassifications,  stock  dividends,  changes  in par value and the
like, an appropriate adjustment shall be made in the number of shares and Option
Price per share provided for under the Plan, either by a proportionate  increase
in the number of shares and a  proportionate  decrease  in the Option  Price per
share,  or  by  a  proportionate   decrease  in  the  number  of  shares  and  a
proportionate  increase  in the Option  Price per share,  as may be  required to
enable an eligible  employee who is then a participant in the plan as to whom an
option  is  exercised  on the last day of any then  current  Payment  Period  to
acquire such number of full shares as his accumulated payroll deductions on such
date will pay for at the adjusted Option Price.

     For purposes of this Plan the term "average  market  price"  means,  if the
Common Stock is listed on the New York Stock  Exchange,  the average of the high
and low prices of the Common Stock of the Company on such exchange or such other
national  securities exchange as designated by the Board of Directors or, if the
Common Stock is traded over-the-counter  securities market, the mean between the
bid and asked prices of the Common Stock.

     For  purposes of this Plan the term  "business  day" as used herein means a
day on which  there is  trading  on the New York  Stock  Exchange  or such other
national  securities  exchange as shall be  designated by the Board of Directors
pursuant to the preceding paragraph.

     No employee shall be granted an option which permits his rights to purchase
Common  Stock under the Plan and any similar  plans of the Company or any parent
or subsidiary corporations to accrue at a rate which exceeds $25,000 of the fair
market value of such stock  (determined  at the time such option is granted) for
each calendar year in which such option is  outstanding at any time. The purpose
of the limitation in the preceding  sentence is to comply with Section 423(b)(8)
of the Code.

5.   Exercise of Option

     Each eligible employee who continues to be a participant in the Plan on the
last  business  day of a Payment  Period shall be deemed to have  exercised  his
option on such date and shall be deemed to have  purchased from the Company such
number of full shares of Common  Stock  reserved  for the purpose of the Plan as
his  accumulated  payroll  deductions  on such date will pay for at such  Option
Price. If a participant is not an employee on the last business day of a Payment
Period, he shall not be entitled to exercise his option.

6.   Unused Payroll Deductions

     If the participant wishes to receive a certificate  representing the shares
purchased pursuant to the option,  only full shares of stock will be represented
by the stock  certificate.  Any balance remaining in an employee account after a
purchase  will be reported to the  employee  and will be carried  forward to the
next Payment Period.

7.   Authorization for Entering Plan

     An employee may enter the Plan by filling out,  signing and  delivering  to
the Corporate Benefits Department an Authorization:

     a) stating the percentage of either (i) the  employee's regular base pay or
     (ii) the  employee's Total  ESPP-Eligible  Compensation to be deducted 
     regularly from the employee's pay and other compensation;

     b) authorizing  the  purchase of stock for the  employee  in each  Payment
     Period in accordance with the terms of the Plan; and

     c) specifying  the exact name in which stock  purchased for such employee 
     is to be issued as provided  under Article 11 hereof.

     Such Authorization for any Payment Period must be received by the Corporate
Benefits  Department  at least 10 days  before  the  beginning  date of the next
succeeding  Payment  Period.  The amounts  deducted from each employee's pay and
other  compensation  under the Plan during any Payment  Period shall reflect any
adjustment(s)  to regular base pay or Total  ESPP-Eligible  Compensation of such
employee paid during the Payment Period.  For purposes of the foregoing,  "Total
ESPP-Eligible  Compensation" includes regular base pay together with those other
types of compensation  designated by the Committee from time to time as included
in "Total ESPP-Eligible  Compensation".  No such designation shall be made which
would cause the Plan to cease to comply with the  requirements of Section 423 of
the Internal Revenue Code, as amended.

     Unless an employee files a new Authorization or withdraws from the Plan, an
employee's  deductions and purchases  under the  Authorization  he or she has on
file under the Plan will continue as long as the Plan remains in effect.

     The Company will accumulate and hold for the employee's account the amounts
deducted from the employee's pay and  compensation.  No interest will be paid on
it.

8.   Amount of Payroll Deductions

     An  employee  may  authorize   payroll   deductions  by  designating  (1) a
percentage (stated as an even 0.5% percentage amount, not less than 0.5% and not
more than 10.0%), and  (2) designating  whether such percentage shall be applied
to  (i)  such  employee's  regular  base  pay  or  (ii)  such  employee's  Total
ESPP-Eligible  Compensation,  provided,  however,  that the minimum deduction in
respect of any  payroll  period  shall be $10.00 (or such  lesser  amount as the
Committee shall establish).

9.   Change in Payroll Deductions

     Each employee may decrease the percentage designated by such employee under
Section 8(1),  above,  not more than once in each Payment  Period.  Increases to
such percentage are not permitted  during any Payment Period.  Each employee may
increase or decrease the  percentage  designated by such employee  under Section
8(1),  above, or change such employee's  election under Section 8(2), above, for
the next  Payment  Period  by  filing  with  the  Company's  Corporate  Benefits
Department a new Authorization at least 10 days before the beginning of the next
Payment Period.

10.  Withdrawal from the Plan

     An employee may withdraw  from the Plan,  in whole but not in part,  at any
time prior to the last  business  day of each  Payment  Period by  delivering  a
Withdrawal  Notice to the  Corporate  Benefits  Department,  in which  event the
Company  will  promptly   refund  the  entire  balance  of  his  deductions  not
theretofore used to purchase stock under the Plan.

     An employee who  withdraws  from the Plan is like an employee who has never
entered the Plan. To re-enter,  he or she must file a new Authorization at least
10 days before the  beginning  date of the next  Payment  Period  which  cannot,
however,  become  effective  before the  beginning  of the next  Payment  Period
following his or her withdrawal.

11.  Issuance of Stock

     Certificates for stock issued to participants  will be delivered as soon as
practicable after each Payment Period.

     Stock  purchased  under  the Plan  will be  issued  only in the name of the
employee,  or if his or her  Authorization  so  specifies,  in the  name  of the
employee  and  another  person  of legal  age as joint  tenants  with  rights of
survivorship.

12.  No Transfer or Assignment of Employee's Rights

     An  employee's  rights  under the Plan are his or hers alone and may not be
transferred  or  assigned  to, or availed of by,  any other  person.  Any option
granted to an employee may be exercised only by such employee.

13.  Termination of Employee's Rights

     An employee's  rights under the Plan will terminate when he ceases to be an
employee because of retirement,  resignation, lay-offs, discharge, death, change
of status,  or for any other reason.  A Withdrawal  Notice will be considered as
having been received from the employee on the day his or her employment  ceases,
and all payroll deductions not used to purchase stock will be refunded.

     If an employee's payroll deductions are interrupted by any legal process, a
Withdrawal  Notice will be considered as having been received from him or her on
the day the interruption occurs.

14.  Termination and Amendments to Plan

     The plan may be terminated at any time by the Company's Board of Directors.
It will  terminate  in any case when all or  substantially  all of the  unissued
shares of stock reserved for the purposes of the Plan have been purchased. If at
any time shares of stock reserved for the purposes of the Plan remain  available
for purchase but not in sufficient  number to satisfy all then unfilled purchase
requirements,  the available shares shall be apportioned  among  participants in
proportion to their options and the Plan shall terminate.  Upon such termination
or any  other  termination  of the  Plan,  all  payroll  deductions  not used to
purchase stock will be refunded.

     The Board of Directors  also reserves the right to amend the Plan from time
to time, in any respect provided,  however, that no amendment shall be effective
without prior approval of the  stockholders,  which would (a) except as provided
in Article 3 and 4,  increase the number of shares of Common Stock to be offered
above or (b) change the class of employees eligible to receive options under the
Plan.

15.  Limitations on Sale of Stock Purchased Under the Plan

     The Plan is intended to provide  Common  Stock for  investment  and not for
resale.  The Company  does not,  however,  intend to restrict or  influence  any
employee in the conduct of his or her own affairs.  An employee may,  therefore,
sell stock  purchased  under the Plan at any time he or she  chooses;  provided,
however,  that because of certain Federal tax  requirements,  each employee will
agree by entering  the Plan,  promptly  to give the  Company  notice of any such
stock disposed of within two years after the date of the last day of the Payment
Period  during which the stock was  purchased  showing the number of such shares
disposed of. The  employee  assumes the risk of any market  fluctuations  in the
price of such stock.

16.  Company's Payment of Expenses Related to Plan

     The Company will bear all costs of administering and carrying out the Plan.

17.  Participating Subsidiaries

     The term  "participating  subsidiaries"  shall mean any  subsidiary  of the
Company  which is  designated  by the Board of Directors to  participate  in the
Plan.  The Board of  Directors  shall  have the power to make such  designations
before or after the Plan is approved by the stockholders.

18.  Administration of the Plan

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors of the Company (the  "Committee").  The Committee shall consist of not
less than  three  members  of the  Company's  Board of  Directors.  The Board of
Directors  may from time to time  remove  members  from,  or add members to, the
Committee.  Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors.  The  Committee  shall elect one of its members as Chairman,
and shall hold meetings at such times and places as it may determine.  Acts by a
majority  of the  Committee,  or acts  reduced to and  approved  in writing by a
majority  of the  members  of the  Committee,  including  written  approvals  by
electronic means, shall be valid acts of the Committee.

     The  interpretation  and construction by the Committee of any provisions of
the Plan or of any  options  granted  under it shall be final  unless  otherwise
determined by the Board of Directors.  The Committee may from time to time adopt
such rules and  regulations  for carrying  out the Plan as it may deem best.  No
member of the Board of Directors or the Committee shall be liable for any action
or  determination  made in good  faith  with  respect  to the Plan or any option
granted under it. No member of the Committee shall be eligible to participate in
the Plan while serving as a member of the Committee.

19.  Optionees Not Stockholders

     Neither the granting of an option to an employee nor the deduction from his
or her pay shall constitute such employee a stockholder of the shares covered by
an option until such shares have been purchased by and issued to such employee.


20.  Application of Funds

     The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

21.  Governmental Regulation

     The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any  governmental  authority
required in connection with the authorization, issuance or sale of such stock.

22.  Withholding of Additional Federal Income Tax

     The  Company,  in  accordance  with  Section  3402(a)  of the  Code and the
Regulations and Rulings promulgated thereunder,  will withhold from the wages of
participating  employees,  in all  payroll  periods  following  and in the  same
calendar  year as the date on  which  compensation  is  deemed  received  by the
employee,  additional  income taxes in respect of the amount that is  considered
compensation includible in the employee's gross income.

23.  Approval of Stockholders


     The Plan shall not take effect until  approved by the holders of a majority
of the  outstanding  shares of Common Stock of the Company,  which approval must
occur within the period  beginning twelve months before and ending twelve months
after the date the Plan is adopted by the Board of Directors.