================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               --------------------

                                    FORM 10-Q

(Mark one)

[ X ]  Quarterly  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934 For the quarterly period ended June 28, 1997
                                                    --------------
                                       OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from _______________________ to
--------------------------

                          Commission File Number 1-7352
                           ----------------------------

                            Data General Corporation
                            ------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                       04-2436397
        --------                                       ----------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)



4400 Computer Drive, Westboro, Massachusetts               01580
--------------------------------------------               -----
 (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code (508) 898-5000
                                                          --------------

Former name, former address and former fiscal year if changed since last report:
Not Applicable

                          ------------------------------

       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  outstanding  of each of the  registrant's  classes  of common
stock, as of July 25, 1997:

    Common Stock, par value $.01                              41,348,441
    ----------------------------                              ----------
        (Title of each class)                             (Number of shares)
================================================================================

<PAGE>


                         PART I -- FINANCIAL INFORMATION


Item 1. Financial Statements.
<TABLE>
DATA GENERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
                                                        Quarter Ended          Nine Months Ended
                                                     Jun. 28,   Jun. 29,     Jun. 28,      Jun. 29,
in thousands, except net income per share              1997       1996         1997          1996
-------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>          <C>
Revenues:
     Product .................................   $  294,170   $  224,083   $  835,992   $  688,444
     Service .................................       97,087       99,136      293,098      297,579
                                                    -------      -------    ---------      -------
           Total revenues ....................      391,257      323,219    1,129,090      986,023
                                                    -------      -------    ---------      -------

Costs and expenses:
     Cost of product revenues ................      199,422      147,232      563,178      463,928
     Cost of service revenues ................       61,392       64,036      187,967      193,215
     Research and development ................       27,783       25,801       81,065       71,433
     Selling, general, and administrative ....       85,531       76,563      251,584      231,927
                                                    -------      -------    ---------      -------
           Total costs and expenses ..........      374,128      313,632    1,083,794      960,503
                                                    -------      -------    ---------      -------

Income from operations .......................       17,129        9,587       45,296       25,520

Interest Income ..............................        2,695        1,833        6,268        5,759
Interest expense .............................        4,479        3,279       10,823       10,095
                                                      -----        -----       ------       ------

Income before income taxes ...................       15,345        8,141       40,741       21,184
Income tax provisions ........................          600        1,000        1,800        3,000
                                                     ------        -----       ------       ------

Net income ...................................     $ 14,745      $ 7,141     $ 38,941     $ 18,184
                                                   ========      =======     ========     ========

Net income per share .........................     $   0.34      $  0.17     $   0.91     $   0.44
                                                   ========      =======     ========     ========

Weighted average shares outstanding, including
common stock equivalents, where applicable ...       43,576       41,514       42,858       41,060

<FN>
No cash dividends have been declared or paid since inception.

The accompanying  Notes to Condensed  Consolidated  Financial  Statements are an
integral part of these financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
DATA GENERAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                (Unaudited)
                                                                  Jun. 28,     Sept. 28,
dollars in thousands                                                1997          1996
----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Assets
Current Assets:
     Cash and temporary cash investments ..................   $   310,789    $   178,997
     Marketable securities ................................        25,381         25,624
     Receivables, net .....................................       256,977        257,815
     Inventories ..........................................       163,387        129,783
     Other current assets .................................        25,736         24,593
                                                              -----------    -----------
          Total current assets ............................       782,270        616,812

Property, plant, and equipment, net .......................       175,304        167,672
Other assets ..............................................        92,606         75,959
                                                              -----------    -----------
                                                              $ 1,050,180    $   860,443
                                                              ===========    ===========

Liabilities and stockholders' equity
Current liabilities:
     Notes payable ........................................   $      --      $     1,943
     Accounts payable .....................................       114,267        121,625
     Other current liabilities ............................       215,434        242,616
                                                              -----------    -----------
Total current liabilities .................................       329,701        366,184
                                                              -----------    -----------
Long-term debt ............................................       337,750        149,971
                                                              -----------    -----------
Other liabilities .........................................        14,463         15,224
                                                              -----------    -----------

Stockholders' equity:
     Common stock:
           Outstanding - 40,877,000 shares at Jun. 28, 1997
           and 39,601,000 shares at Sept. 28, 1996 (net of
           deferred compensation of $14,591 at June 28, 1997
           and $7,812 at Sept. 28, 1996) ..................       472,178        460,312
Accumulated deficit .......................................       (96,540)      (135,481)
Unrealized gains on marketable securities .................         2,637          9,708
Cumulative translation adjustment .........................       (10,009)        (5,475)
                                                              ------------   ------------
           Total stockholders' equity .....................       368,266        329,064
                                                              ------------   ------------

                                                              $ 1,050,180    $   860,443
                                                              ===========    ===========

<FN>
The accompanying  Notes to Condensed  Consolidated  Financial  Statements are an
integral part of these financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
DATA GENERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
                                                                           Nine Months Ended
                                                                          Jun. 28,    Jun. 29,
in thousands                                                                1997        1996
----------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>
Cash flows from operating activities:
     Net income .....................................................   $  38,941    $  18,184
     Adjustments to reconcile net income to
      net cash provided from operating activities:
           Depreciation .............................................      60,331       61,736
           Amortization of capitalized software development costs ...      14,633       14,647
           Other non-cash items, net ................................      12,721        3,044
           Change in operating assets and liabilities ...............     (62,647)     (49,768)
                                                                        ---------    ---------

           Net cash provided from operating activities ..............      63,979       47,843
                                                                        ---------    ---------

Cash flows from investing activities:
     Expenditures for property, plant, and equipment ................     (82,629)     (74,268)
     Net proceeds from the sales (purchases) of marketable securities      (6,828)      56,460
     Capitalized software development costs .........................     (25,942)     (22,603)
     Other ..........................................................        --         10,599
                                                                        ---------    ---------

           Net cash used by investing activities ....................    (115,399)     (29,812)
                                                                        ---------    ---------

Cash flows from financing activities:
     Cash provided from stock plans .................................       8,099        6,364
     Decrease in notes payable ......................................      (1,794)        --
     Net proceeds from issuance of long term debt ...................     207,218         --
     Repayment of long-term debt ....................................     (26,901)      (3,000)
                                                                        ---------    ---------

           Net cash provided from financing activities ..............     186,622        3,364
                                                                        ---------    ---------

Effect of foreign currency rate fluctuations
 on cash and temporary cash investments .............................      (3,410)      (1,493)
                                                                        ---------    ---------

Increase in cash and temporary cash investments .....................     131,792       19,902
Cash and temporary cash investments - beginning of period ...........     178,997      117,201
                                                                        ---------    ---------
Cash and temporary cash investments - end of period .................   $ 310,789    $ 137,103
                                                                        =========    =========

Supplemental disclosure of cash flow information:
     Interest paid ..................................................   $  11,420    $  11,095
     Income taxes paid ..............................................   $   5,590    $   1,679

<FN>
The accompanying  Notes to Condensed  Consolidated  Financial  Statements are an
integral part of these financial statements.
</FN>
</TABLE>


<PAGE>


DATA GENERAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Consolidated Balance Sheet Details
                                                       Jun. 28,     Sept. 28,
in thousands                                             1997         1996
--------------------------------------------------------------------------------

Inventories:
     Raw materials...............................    $  12,954    $   4,560
     Work in process.............................       78,303       50,769
     Finished systems............................       44,671       43,710
     Field engineering parts and components......       27,459       30,744
                                                     ---------    ---------
                                                     $ 163,387      129,783
                                                     =========    =========

Property, plant, and equipment:
     Property, plant, and equipment...............   $ 647,031    $ 638,972
     Accumulated depreciation.....................    (471,727)    (471,300)
                                                     ---------    ---------
                                                     $ 175,304    $ 167,672
                                                     =========    =========

Note 2.  Accounting Policies

           In February 1997,  the Financial  Accounting  Standards  Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),  "Earnings per
Share".  SFAS 128 is effective for both interim and annual  periods ending after
December  15,  1997.  The  Company is required by the  Securities  and  Exchange
Commission to disclose  proforma  earnings per share ("EPS") amounts computed in
accordance with the SFAS 128 in the notes to the financial  statements  prior to
required adoption.

<TABLE>
<CAPTION>
                                                                                Quarter Ended
                                           -----------------------------------------------------------------------------------------
                                                         June  28, 1997                             June  29, 1996
                                           ---------------------------------------     ---------------------------------------------
                                              Income        Shares       Per-Share       Income         Shares         Per-Share
in thousands, except per share amounts     (Numerator)   (Denominator)     Amount      (Numerator)   (Denominator)       Amount
                                           -----------   -------------   ---------     -----------   -------------     ---------

<S>                                         <C>             <C>          <C>            <C>              <C>            <C>
Basic Earnings Per Share

Net income available to
  common stockholders                       $14,745         40,625       $   .36        $ 7,141          39,045         $  .18
                                                                         =======                                        ======

Effect of Dilutive Securities

Stock Options                                  --            2,951                         --             2,469
                                            -------         ------                      -------          ------

Diluted Earnings Per Share

Net income available to common
  stockholders and assumed
  conversions                               $14,745         43,576       $   .34        $ 7,141          41,514        $   .17
                                            =======         ======       =======        =======          ======        =======

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                              Nine Months Ended
                                           -----------------------------------------------------------------------------------------
                                                         June  28, 1997                             June  29, 1996
                                           ---------------------------------------     ---------------------------------------------
                                              Income        Shares       Per-Share       Income         Shares         Per-Share
in thousands, except per share amounts     (Numerator)   (Denominator)     Amount      (Numerator)   (Denominator)       Amount
                                           -----------   -------------   ---------     -----------   -------------     ---------

<S>                                         <C>             <C>          <C>            <C>              <C>            <C>
Basic Earnings Per Share

Net income available to
  common stockholders                       $38,941         40,155       $   .97        $18,184           38,563         $   .47
                                                                         -------                                         -------

Effect of Dilutive Securities

Stock Options                                  --            2,703                         --              2,497
                                            -------         ------                      -------           ------

Diluted Earnings Per Share

Net income available to common
  stockholders and assumed
  conversions                               $38,941         42,858       $   .91        $18,184           41,060        $   .44
                                            =======         ======       =======        =======           ======        =======

</TABLE>


           For the quarters and nine-month  periods ended June 28, 1997 and June
29, 1996, the assumed conversion of convertible debentures, giving effect to the
incremental   shares  and  the  adjustment  to  reduce  interest   expense,   is
anti-dilutive and has therefore been excluded from the computation.


Note 3.  Basis of Presentation and Use of Estimates

           The preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

           In the opinion of management,  the accompanying  unaudited  condensed
consolidated financial statements reflect all adjustments,  consisting of normal
recurring accruals, considered necessary for a fair presentation.  The Company's
accounting  policies  are  described  in the  Notes  to  Consolidated  Financial
Statements in the Company's  1996 Annual  Report.  The results of operations for
the quarter ended June 28, 1997 are not necessarily indicative of the results of
the entire fiscal year.



<PAGE>



Note 4.  Long-term Debt

           On May 21,1997, the Company sold $212.8 million of its 6% Convertible
Subordinated  Notes  due  2004.  The  6%  Convertible   Subordinated  Notes  are
convertible at the option of the holder, at any time after 90 days following the
original  issuance  and prior to  maturity,  into shares of Common  Stock of the
Company at a conversion  price of $26.194 per share,  subject to adjustment  for
certain  events.  The notes are  subordinated  to all  Senior  Indebtedness  (as
defined in the indenture  under which the notes were issued).  The notes are not
redeemable by the Company prior to May 18, 2000. At any time on or after May 18,
2000, the Company may redeem the notes at decreasing  redemption prices, and may
be  redeemed  at the option of the holder if there is a  Fundamental  Change (as
defined in the  indenture) in the Company's  operation.  The indenture  does not
contain any financial  covenants or any restrictions on the payment of dividends
or the repurchase of the Company's  securities.  Deferred debt issuance costs at
June 28, 1997 of $5.5 million are being  amortized to interest  expense over the
life of the notes.

           Approximately $23 million of the net proceeds from the issuance of 6%
Convertible  Subordinated  Notes  was  used  for  the  early  retirement  of the
Company's remaining 8 3/8% Sinking Fund Debentures due 2002.

           On July 18, 1997, the Company  announced that it will redeem all $125
million  of  its 7  3/4%  Convertible  Subordinated  Debentures  due  2001.  The
redemption will be effective August 18, 1997. The debentures will be redeemed at
a price of 103.1% of the  principal  face value plus  accrued  interest  through
August 18, 1997.  Alternatively,  the  debentures  may be converted  into Common
Stock of Data General at a conversion  price of $19.20  anytime before the close
of business on August 18, 1997.  Coordination  of the redemption will be handled
by State Street Bank and Trust Company, Trustee of the debentures.

Note 5. Letter of Credit and Reimbursment

          On May 19, 1997, the Company amended certain covenants of its $30
million unsecured letter of credit and reimbursement facility with a group of 
banks. This agreement is available to secure issuances of letters of credit. The
current agreement has a duration of 364 days. The facility contains certain
covenants, including restrictions on the sale or pledge of certain assets, the
declaration of dividends, and the incurrence of other debt. There are $4.7 
million letters of credit secured by this facility at June 28, 1997.

Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations.

Financial Condition

           Cash and temporary  cash  investments as of June 28, 1997 were $310.8
million,  an increase of $131.8 million from the end of fiscal 1996. At the same
date, the Company held $25.4 million in marketable securities, a net decrease of
$.2 million during the current  nine-month  period. In total, cash and temporary
cash investments along with marketable  securities  increased $131.6 million for
the current nine-month  period. The increase was mainly  attributable to the net
proceeds  received from the issuance of 6%  Convertible  Subordinated  Notes due
2004,  which was partly offset by the  retirement of $26.9 million of the 8 3/8%
Sinking Fund  Debentures and the purchases of inventory  required for the growth
of the Company's server and storage businesses.  The marketable securities held,
which  supplement  cash and temporary  cash  investments,  include United States
treasury  bills and notes,  as well as an equity  security  recorded at the fair
market  value  of  $3.8  million  and  classified  as  available-for-sale.   The
unrealized  gain on  marketable  securities  of $2.6  million is  recorded  as a
separate  component of shareholders'  equity.  Net cash provided from operations
for the nine months ended June 28, 1997 totaled $64  million;  expenditures  for
property,  plant,  and  equipment  were  $82.6  million;   capitalized  software
development  costs  totaled  $25.9  million;  and cash provided from stock plans
totaled $8.1 million.  The effect of foreign currency exchange rate fluctuations
on cash and temporary cash investments was a decrease of $3.4 million.


<PAGE>



           Net  receivables  were $257 million,  a decrease of $ .8 million from
$257.8 million at fiscal  year-end 1996.  Revenues for the current quarter ended
June 28, 1997 were higher than those of the quarter  ended  September  28, 1996;
however,  the days sales  outstanding  decreased  from 70 days to 60 days due to
increased cash  collections from customers.  Total  inventories at June 28, 1997
were $163.4  million,  an increase of $33.6  million from fiscal  year-end  1996
primarily  due to  increased  purchases  related to the growth of the  Company's
CLARiiON  product  line.  Fixed  asset  dispositions  related  to  the  sale  of
demonstration  equipment totaled $7 million for the current  nine-month  period.
Management expects that sales of demonstration equipment will continue.

           During the current  nine-month  period, the Company paid $1.9 million
to retire notes payable that had consisted of borrowings by Data General  France
SAS. The decrease of $7.3 million in accounts  payable from fiscal year-end 1996
levels was  attributed  mainly to the  timing of  payments  related to  material
purchases. Other current liabilities, excluding the current portion of long-term
debt,  decreased  $25.3  million from fiscal  year-end  1996.  This decrease was
primarily  a  result  of  payments   made   relating  to   previously   recorded
restructuring   accruals   and  state   income   taxes,   as  well  as   reduced
employee-related  accruals.  Long-term  debt,  including the current  portion of
long-term debt,  increased  $185.9 million from fiscal 1996 year-end as a result
of the Company  issuing  $212.8 million 6%  Convertible  Subordinated  Notes due
2004, which was partially offset by retiring $26.9 million of the 8 3/8% Sinking
Fund Debentures due 2002.

           During fiscal years 1995 and 1994, the Company recorded restructuring
charges of $43 million and $35  million,  respectively.  No material  changes in
estimates to prior provisions or additional  charges were recorded during fiscal
1996 or the first  nine-month  period of fiscal 1997.  The following  table sets
forth the Company's  restructuring  activities for the  nine-month  period ended
June 28,  1997.  All  charges,  excluding  asset  writedowns  and certain  other
charges, are cash in nature and are funded from operations.
<TABLE>
<CAPTION>

                                                                                  Nine Months Ended
                                                          Sept. 28, 1996            Jun. 28, 1997             Jun. 28, 1997
in millions                                                  Balance                   Charges                    Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                      <C>                        <C>
Provisions related to terminated employees                    $ 2.5                    $ 1.4                      $ 1.1
Provisions for leases                                          10.0                      3.4                        6.6
Writedown of assets to be sold
 or discarded and other                                         2.0                       .7                        1.3
                                                              -----                    -----                      -----

           Total                                              $14.5                    $ 5.5                      $ 9.0
                                                              =====                    =====                      =====
</TABLE>


           The employee  terminations related to the 1995 restructuring  charges
were substantially  completed during fiscal 1996. The remaining reserves at June
28, 1997 are for the remaining  severance  payments due to employees impacted by
the restructuring  actions.  The charges and remaining provisions for leases are
for the closure of various  domestic  branch  sales  offices  and excess  vacant
rental properties, primarily located in Europe.

           On July 18, 1997, the Company  announced that it will redeem all $125
million  of  its 7  3/4%  Convertible  subordinated  Debentures  due  2001.  The
redemption will be effective August 18, 1997. The debentures will be redeemed at
a price of 103.1% of the  principal  face value plus  accrued  interest  through
August 18, 1997.  Alternatively,  the  debentures  may be converted  into Common
Stock of Data General at a conversion  price of $19.20  anytime before the close
of business on August 18, 1997.


<PAGE>



Results of Operations

           The  Company  reported  net income of $14.7  million  for the current
quarter  ended June 28,  1997,  an  increase  of 107% from $7.1  million for the
comparable  prior-year  period. Net income was $38.9 million for the nine months
ended  June 28,  1997,  an  increase  of 114% from $18.2  million  for the first
nine-month period of fiscal 1996.

<TABLE>
<CAPTION>

Revenues (in millions)

------------------------------------------------------------------------------------------------------------------------------------
                                            Quarter ended                                         Nine months ended
                            ---------------------------------------------       ----------------------------------------------------

                              6/28/97          Change             6/29/96          6/28/97             Change             6/29/96
                            ---------------------------------------------       ----------------------------------------------------
<S>                          <C>               <C>                <C>              <C>                 <C>                <C>
Product                      $294.2            31%                $224.1           $836.0              21%                $688.4
  % of Total Revenues          75%                                  69%              74%                                    70%

Service                        97.1            (2%)                 99.1            293.1              (2%)                297.6
  % of Total Revenues          25%                                  31%              26%                                    30%

Total Revenues               $391.3            21%                $323.2         $1,129.1              15%              $  986.0
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

           In the fiscal quarter ended June 28, 1997, product revenues of $131.7
million  from the  Company's  AViiON  family  of open  systems  server  products
represented an increase of 17% from the comparable  period of the prior year. In
the current  quarter,  revenues from the Company's  Intel-based  AViiON  systems
increased 89%, while revenues from the Motorola-based AViiON systems declined by
30% with the comparable  period of the prior year. The Company  anticipates that
the percentage of server product  revenues  generated by the Intel-based  AViiON
products  will  continue to increase in fiscal  1997,  while the  Motorola-based
AViiON  system  revenues  are  expected  to  continue  to decline in the future.
Product revenues from the Company's  CLARiiON storage systems increased 77% from
the comparable prior-year period and accounted for 47% of total product revenues
in the  current  quarter.  CLARiiON  is sold  primarily  through  the  Company's
Original  Equipment  Manufacturer  and distributor  channels;  thus sales in any
given period are subject to sales cycles and  inventory  levels of the Company's
customers.  CLARiiON product revenues have been concentrated in a limited number
of customers, with a significant portion of the Company's CLARiiON product sales
to  Hewlett-Packard  Company.  Product  revenues  from  personal  computers  and
peripheral  equipment  decreased  $5.4 million from the same period in the prior
year and currently  represent 6% of total product  revenues  compared to 11% for
the comparable prior-year period.  Proprietary MV revenues declined $3.6 million
from the same  period  in the prior  year and  currently  represent  2% of total
product revenues compared to 4% for the comparable prior-year period.


<PAGE>



           For the nine months ended June 28, 1997,  product  revenues of $380.1
million  from the  Company's  AViiON  family  of open  systems  server  products
increased  14% from  $334.2  million for the first  nine-month  period of fiscal
1996. For the nine months ended June 28, 1997, the Company's  Intel-based AViiON
revenues increased 148%, while product revenues from the  Motorola-based  AViiON
systems declined by 36% as compared with the first  nine-month  period of fiscal
1996. Product revenues from the Company's CLARiiON storage systems increased 37%
for the  comparable  nine-month  period in fiscal 1996.  Product  revenues  from
personal  computer  and  peripheral  equipment  increased  $9.1 million from the
comparable nine-month period in the prior year and represent 8% of total product
revenues for both the current  nine-month  period and the comparable  prior-year
period.  Proprietary MV system revenues  declined $9 million from the comparable
period in the prior year,  and  represent 2% of total  product  revenues for the
current  nine-month period as compared to 4% for the comparable period in fiscal
1996.
<TABLE>
<CAPTION>


Revenues by Geographic Marketplace

------------------------------------------------------------------------------------------------------------------------------------
                                                        Percentage of                                  Percentage Change of
                                                    Consolidated Revenues                                  $ of Revenues
                                    -----------------------------------------------------   ----------------------------------------
                                        Quarter ended                Nine months ended                   6/28/97 - 6/29/96
                                    -----------------------------------------------------   ----------------------------------------
                                    6/28/97        6/29/96         6/28/97        6/29/96    Quarter ended        Nine months ended
                                   ------------------------------------------------------   ----------------------------------------
<S>                                   <C>            <C>             <C>            <C>           <C>                   <C>
Domestic
Product                               68%            63%             64%            59%           42%                   31%
Service                               59%            58%             58%            57%            1%                   (1%)
Total Revenues                        65%            61%             63%            59%           30%                   22%

Europe
Product                               20%            21%             22%            26%           24%                    4%
Service                               30%            31%             32%            32%           (4%)                  (2%)
Total Revenues                        23%            24%             24%            27%           13%                    2%

Other International
Product                               12%            16%             14%            15%            1%                   13%
Service                               11%            11%             10%            11%          (11%)                  (4%)
Total Revenues                        12%            15%             13%            14%           (2%)                   9%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

           In the current  quarter ended June 28, 1997, the increase in domestic
product  revenues was primarily a result of increased  shipments of CLARiiON and
the  Company's  Intel-based  AViiON  systems,  which  was  partly  offset by the
decrease in Motorola-based  AViiON system,  MV, personal computer and peripheral
equipment  revenues.  The increase in European product revenues,  including U.S.
direct export sales, for the quarter ended June 28, 1997 was mainly attributable
to the increase in CLARiiON and  Intel-based  AViiON  revenues.  The increase in
other  international  product revenues,  including U.S. direct export sales, for
the current  quarter was  attributable  to the  increase in  Intel-based  AViiON
revenues.

           In the  service  business,  the Company  experienced  a 3% decline in
contract  maintenance  revenues  in the current  quarter  ended June 28, 1997 as
compared with the quarter ended June 29, 1996,  which was partly offset by an 1%
growth in professional  service revenues during the same period. In Europe,  the
decrease in service revenues for the current quarter was mainly  attributable to
the effect of foreign exchange due to a stronger U.S. dollar.

           The increase in domestic product  revenues for the nine-month  period
ended June 28,  1997 was a result of  increased  CLARiiON  shipments,  increased
shipments of the  Company's  Intel-based  AViiON  systems,  as well as increased
personal computer and peripheral  equipment  shipments.  The increase was partly
offset by the decrease in  Motorola-based  AViiON  system and MV  revenues.  The
increase in European product  revenues,  including U.S. direct export sales, for
the  nine-month  period  ended June 28,  1997,  was mainly  attributable  to the
increase in Intel-based  AViiON and personal  computer and peripheral  equipment
product  revenues,  which was partly  offset by a decrease in MV  revenues.  The
increase in other international  product revenues,  including U.S. direct export
sales,  for the  nine-month  period ended June 28, 1997 was primarily due to the
increase in revenues from the CLARiiON and  Intel-based  AViiON  product  lines,
which was partly offset by decreased personal computer and peripheral  equipment
revenues.

           For the current  nine-month  period,  total  revenues in the European
marketplace were also negatively  impacted by approximately 3% due to a stronger
U.S. dollar as compared to the nine-month period ended June 29, 1996.

<TABLE>
<CAPTION>
Cost of Revenues (in millions)

------------------------------------------------------------------------------------------------------------------------------------
                                                  Quarter ended                                     Nine months ended
                                ----------------------------------------------       ----------------------------------------------

                                     6/28/97          Change          6/29/96           6/28/97           Change            6/29/96
                                ----------------------------------------------       -----------------------------------------------

<S>                                  <C>              <C>            <C>                <C>               <C>               <C>
Product                              $199.4           35%            $147.2             $563.2            21%               $463.9
 % of Product Revenues                 68%                             66%                67%                                67%

Service                                61.4           (4%)             64.0              188.0            (3%)               193.2
 % of Service Revenues                 63%                             65%                64%                                 65%

Total Cost of Revenues               $260.8           23%            $211.2             $751.2            14%               $657.1
 % of Total Revenues                    67%                            65%                67%                                 67%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

           The increase in the product cost as a percentage of product  revenues
for the  quarter  ended  June 28,  1997 was  primarily  caused by the  increased
proportion of CLARiiON revenues in the Company's product revenue mix. Generally,
CLARiiON  revenues  yield a lower  product  margin  than  the  Company's  AViiON
revenues.

           The product  cost as a  percentage  of product  revenues for the nine
months ended June 28, 1997 was relatively  unchanged compared to the same period
in the prior year.



<PAGE>

<TABLE>
<CAPTION>
Operating Expenses (in millions)

------------------------------------------------------------------------------------------------------------------------------------
                                                             Quarter ended                               Nine months ended
                                                 --------------------------------------    -----------------------------------------
                                                  6/28/97        Change        6/29/96         6/28/97        Change      6/29/96
                                                 --------------------------------------    -----------------------------------------
<S>                                               <C>              <C>          <C>            <C>              <C>         <C>
Research & Development                            $27.8            8%           $25.8          $81.1            14%         $71.4
  % of Total Revenues                               7%                            8%             7%                           7%

Selling, general & administrative                 $85.5           12%           $76.6          $251.6            8%        $231.9
  % of Total Revenues                              22%                           24%              22%                        24%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

           The Company  continued to focus its research and development  efforts
on its core business technology,  multi-user computer systems, servers, and mass
storage  devices.  In the  current  nine-month  period,  gross  expenditures  on
research and development and software  development  before  capitalization  were
$107 million, an increase of 14% from $94 million for the comparable  prior-year
period. The increase in research and development expenditures is being driven by
investment  in the  next  generation  of  CLARiiON  products,  in the  Company's
Non-Uniform Memory Access (NUMA)  architecture for high-end servers and in THiiN
Line products for the internet.

           The increase in selling,  general and administrative expenses was the
result of  increased  sales and  marketing  efforts in the  server  and  storage
businesses.  Management  believes  that in the  future,  increases  of  selling,
general and administrative  expenses may be required to support business growth.
However,  the  Company's  objective is to have the ratio of these  expenses as a
proportion of total revenues continue to decline. At June 28, 1997 the number of
employees  totaled 5,064, a net increase of 201 and 189 employees from September
28, 1996 and June 29, 1996, respectively.

           Interest  income for the  current  quarter  was $2.7  million,  a 47%
increase  from $1.8 million for the  comparable  period of fiscal  1996,  due to
higher levels of invested  cash.  Interest  expense for the current  quarter was
$4.5  million,  a 37% increase  from $3.3 million for the  comparable  period of
fiscal  1996  due  to  the  interest  expense  related  to  the  6%  Convertible
Subordinated  Notes due 2004 which were issued  during the fiscal  quarter ended
June 28, 1997.

           The income tax  provision  for the  current  quarter  was $.6 million
compared to $1.0 million for the comparable  prior-year period. The current year
tax  provision  relates  primarily  to foreign,  state and  federal  alternative
minimum taxes.





<PAGE>



           Statements  concerning  the  Company's  business  outlook  or  future
economic performance;  anticipated  profitability,  revenues,  expenses or other
financial  items;  product or service  line  growth,  plans or  objectives;  and
statements concerning  assumptions made or expectations as to any future events,
conditions,  performance or other matters, are "forward-looking  statements", as
that  term  is  defined  under  the  Federal  Securities  Laws.  Forward-looking
statements  are subject to risks,  uncertainties  and other  factors which could
cause actual results to differ  materially from those stated in such statements.
Such  risks,  uncertainties  and  factors  include,  but  are  not  limited  to,
fluctuations in customer demand,  order patterns and inventory  levels,  changes
and delays in product  development plans and schedules,  customer  acceptance of
new  products,  changes  in pricing or other  actions  by  competitors,  general
economic  conditions,  as well as other risks detailed in the Company's  filings
with the Securities and Exchange Commission,  including Data General's Report on
Form 10-K for the 1996 fiscal year ended  September 28, 1996 and this  Quarterly
Report on Form 10-Q for the third fiscal  quarter of 1997,  which ended June 28,
1997.



<PAGE>



                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

           The Company's patent  infringement suit against IBM Corporation which
commenced  in 1994,  and  IBM's  countersuit  against  the  Company,  are in the
discovery stage in the United States District Court in Worcester, Massachusetts.
See Part II, Item 1, "Legal  Proceedings" to the Company's  Quarterly  Report on
Form 10-Q for the quarter ended  December 24, 1994. The Company  alleges,  among
other matters,  that IBM's AS/400  CISC-based and  System/390  computer  product
lines infringe certain of the Company's patents,  and seeks, among other relief,
compensatory  damages.  IBM's countersuit  alleges that certain of the Company's
AViiON and CLARiiON products infringe various IBM patents.

           The Company's second patent infringement suit against IBM Corporation
which  commenced in May 1996,  is in the  discovery  stage in the United  States
District  Court  in  Worcester,  Massachusetts.  See  Part  II,  Item 1,  "Legal
Proceedings"  to the  Company's  Quarterly  Report on Form 10-Q for the  quarter
ended June 29, 1996. The Company alleges,  among other matters, that several IBM
products,  including IBM's AS/400  RISC-based  computer  product line,  infringe
certain of the Company's patents and seeks,  among other relief,  injunctive and
compensatory damages. In July 1997, IBM answered the Company's complaint, denied
the  Company's  infringement  claims and  counterclaimed  against  the  Company,
alleging that the Company's CLARiiON computer systems infringe one IBM patent.

           The Company  believes its claims are valid, but it cannot predict the
outcome of either litigation.


Item 2.   Changes in Securities

           On May 21,  1997,  the  Company  sold an  aggregate  of  $212,750,000
principal  amount of 6% Convertible  Subordinated  Notes (the "Notes") through a
private offering to qualified  institutional buyers and to certain institutional
accredited  investors.   The  initial  purchasers  were  Morgan  Stanley  &  Co.
Incorporated  and Dillon,  Read & Co. Inc. The  aggregate of the  discounts  and
commissions of the offering was  $5,318,750.  The Notes were sold in reliance on
Rule 144A under the Securities Act to "qualified institutional buyers", and Rule
501(a)(1), (2), (3) or (7) under the Securities Act to a limited number of other
"accredited  investors".  The Notes are  convertible  into  Common  Stock of the
Company at any time after 90 days  following the original  issuance  thereof and
prior to maturity,  unless previously redeemed, at a conversion price of $26.194
per share, subject to adjustment in certain events.

           The Company has filed a  Registration  Statement on Form S-3 with the
Securities  and  Exchange  Commission  under the  Securities  Act,  which became
effective July 10, 1997, and which permits the resale, on a registered basis, of
the Notes and of the shares of Common  Stock  issuable  upon  conversion  of the
Notes  from time to time by the  selling  securityholders.  The shares of Common
Stock  issuable  upon  conversion of the notes have been approved for listing on
the New York Stock Exchange upon official notice of issuance.

           Approximately $23 million of the net proceeds from the issuance of 6%
Convertible  Subordinated  Notes  was  used  for  the  early  retirement  of the
Company's remaining 8 3/8% Sinking Fund Debentures due 2002.

           On July 18, 1997, the Company  announced that it will redeem all $125
million  of  its 7  3/4%  Convertible  Subordinated  Debentures  due  2001.  The
redemption will be effective August 18, 1997. The debentures will be redeemed at
a price of 103.1% of the  principal  face value plus  accrued  interest  through
August 18, 1997.  Alternatively,  the  debentures  may be converted  into Common
Stock of Data General at a conversion  price of $19.20  anytime before the close
of business on August 19, 1997.



<PAGE>



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

     (a)     Exhibits:

         10. (dd)  Amendment dated May 19, 1997 to Letter of Credit and
                   Reimbursement Agreement

         11.       Computation of primary and fully diluted earnings per share.

     (b)   Reports on Form 8-K

             The  Company  filed a  report  on Form 8-K on May 15,  1997,  which
included a copy of a press release  regarding  the sale of $212.8  million of 6%
Convertible  Subordinated  Notes due 2004 and the retirement of $23 million of 8
3/8% Sinking Fund Debentures due 2002.

           The  Company  filed a  report  on Form 8-K on July  21,  1997,  which
included a copy of a press release  regarding the  retirement of $125 million of
7 3/4% Convertible Subordinated Debentures due 2001.


<PAGE>







                                    SIGNATURE



        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.




                                         DATA GENERAL CORPORATION
                                             (Registrant)


                                          /s/ Arthur W. DeMelle
                               --------------------------------------------
                                              Arthur W. DeMelle
                                            Senior Vice President
                                           Chief Financial Officer



     Dated:  August 8, 1997





<PAGE>






                                    EXHIBITS


Index to Exhibits.

     10. (dd)       Amendment dated May 19, 1997  to letter of Credit and
                    Reimbursement Aggreeement

     11.            Computation of primary and fully diluted earnings per share.



<PAGE>