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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark one)
[ X ] Annual  Report  Pursuant  to Section  13 or 15(d) of the  Securities
Exchange Act of 1934 For the fiscal year ended September 28, 1996
                                       OR
[ ] Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 For the transition period from
_______________________ to __________________________

                          Commission File Number 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

           Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01                        New York Stock Exchange
                                                     London Stock Exchange
Preferred Stock Purchase Rights                     New York Stock Exchange
                                                     London Stock Exchange
7-3/4% Convertible Subordinated                     New York Stock Exchange
      Debentures Due 2001
8-3/8% Sinking Fund Debentures Due 2002              New York Stock Exchange
---------------------------------------              -----------------------
        (Title of each class)                  (Name of each exchange on which
                                                            registered)

        Securities registered pursuant to Section 12(g) of the Act: None
                     ---------------------------------------

       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 _____

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [X].

Aggregate  market  value of  common  stock  held by  non-affiliates  of the
registrant, as of December 2, 1996: $600,917,294

Number of shares outstanding of each of the registrant's classes of common
stock, as of December 2, 1996:

Common Stock, par value $.01                              39,730,000
----------------------------                              ----------
   (Title of each class)                              (Number of shares)


                      Documents incorporated by reference:

Parts I and II - Portions of  registrant's  Annual Report to  Stockholders
for the year ended September 28, 1996.
Part III - Portions of  registrant's  Proxy  Statement  dated December 18, 1996.
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<PAGE>
AViiON, CLARiiON,  DASHER, DESKTOP GENERATION,  DG/UX, ECLIPSE,  microNOVA, NOVA
and WALKABOUT are registered trademarks,  DG/ViiSION,  NUMALiiNE, THiiN Line and
DataGenie  are  trademarks,  and  VALLiiANT  is a service  mark of Data  General
Corporation.



All other brand and product names  appearing in this  publication are trademarks
or registered trademarks of their respective holders.


<PAGE>


                                     PART I

Item 1.  Business.

     Data  General  Corporation,  incorporated  in Delaware  on April 15,  1968,
develops and sells leading-edge computer systems and related  technologies.  The
company's range of products and services includes  multi-user  computer systems;
database servers;  communications and networking servers;  mass storage systems;
workstations,  desktop  and  portable  systems;  more  than  15,000  application
solutions offered in conjunction with various third-party firms; and a worldwide
service and support  network.  As used herein,  the terms "Data General" and the
"company" mean Data General Corporation,  and, unless otherwise  indicated,  its
consolidated subsidiaries.

     Data  General  products  are used for  virtually  all types of  information
processing applications,  including database management,  integrated information
processing,  distributed data processing,  document imaging,  office automation,
transaction  processing,   communications,   decision  support,  accounting  and
finance,  health care information systems,  manufacturing  planning and control,
human  resources  management,  data  warehousing,   educational  administration,
testing,  process  control,  and  environmental  monitoring.  Other areas of use
include computer aided engineering,  scientific and laboratory research, medical
instrumentation and imaging, signal analysis, data acquisition, instrumentation,
monitoring,  and  control.  The  company's  products  are  used  in  stand-alone
applications and in networks.

     During the last  decade,  advances  in  microprocessor  technology  and the
increasing availability of standards-based hardware and software have opened new
markets for Data General products.  These trends resulted in the introduction of
networked  computer  systems,  consisting of servers hosting PCs,  terminals and
other workstations.  This computing  architecture  offers customers  significant
price/performance  advantages  over systems based on earlier  architectures.  In
response to these trends,  Data General  developed the AViiON(R)  open family of
servers  and the  CLARiiON(R)  family of storage  systems.  AViiON  servers  and
CLARiiON  storage  products  now  form  the  core  of Data  General's  computing
business.

     The AViiON  family of computer  systems  includes  two  series:  the newest
series of AViiON servers,  introduced in 1995, based on Intel technology; and an
earlier series, available since 1989, based on Reduced Instruction Set Computing
(RISC) microprocessors from Motorola.  Intel technology based AViiON servers run
the  Microsoft  Windows NT Server  operating  system;  the  DG/UX(TM)  operating
system, Data General's commercial  implementation of the standard UNIX operating
system;  the SCO  UnixWare  System;  and also run various  other open  operating
systems. Motorola based AViiON servers run primarily the DG/UX operating system.
In fiscal 1996, revenues from the AViiON family were approximately $460 million.
Since AViiON  shipments  began in fiscal  1989,  AViiON has  progressed  through
several  product  generations  and now has an  installed  base of nearly  38,000
systems.

     The company's  CLARiiON  mass storage  devices are open systems disk arrays
and other storage  products for computers  that run the UNIX  operating  system,
Windows NT Server, and selected other operating  systems.  In 1991, Data General
introduced  its first  RAID  (Redundant  Arrays of  Inexpensive  Disks)  storage
systems for AViiON servers.  In 1992, the company  expanded that product family,
established the CLARiiON brandname, and made CLARiiON available for use on other
computer  systems.  CLARiiON now supports a wide range of open systems computing
platforms with a broad family of storage  products  ranging from disk arrays for
the PC/local  area network  (LAN) market,  to  high-capacity,  high-availability
arrays for enterprise storage applications.


<PAGE>



     "Open  CLARiiON"  products  are  available  for use with  systems from IBM,
Digital  Equipment  Corporation,  Sun  Microsystems,   Hewlett-Packard  Company,
Sequent  Computer  Systems,  Inc. and Silicon  Graphics,  Inc.,  as well as with
systems running Novell NetWare,  NT, OS/2, and SCO UNIX. Open CLARiiON  products
are sold through systems integrators and distributors.  However, the majority of
CLARiiON  revenues are derived  through OEM  (Original  Equipment  Manufacturer)
relationships with major systems vendors and storage suppliers.

     In 1995,  the company  outlined  its  technology  direction  for  providing
high-performance  systems based on Intel processors,  Standard High Volume (SHV)
servers and Cache Coherent Non-Uniform Memory Access (ccNUMA) architecture.  The
Intel-based  AViiON  computers  began  shipping in volume at the start of fiscal
1996.  Data  General  is  continuing  to  develop  systems  based  on  the  NUMA
architecture.  This class of product will  constitute  a major  extension of the
high end of the AViiON  product line and will enable  customers to capitalize on
their  existing   investments  in   applications   written  for  SMP  (symmetric
multiprocessing) systems. Just as with the CLARiiON storage systems, the company
intends  that NUMA  systems  will also be sold  through OEM  relationships.  The
company formed the NUMALiiNE(TM)  Business Unit in fiscal 1996 to take advantage
of the NUMA OEM business opportunity.

     In June 1996, Data General announced that it was developing a new family of
products for the Internet.  The  implementation  of Internet  technology  within
companies and  organizations has become known as the "Intranet." While Intranets
are following the client/server model that will continue to leverage traditional
data processing  systems  including AViiON servers and CLARiiON storage systems,
the Internet is defining a new form of computing  driven by information  access.
Since storage and retrieval are the key tasks in Internet-driven  computing, the
traditional  data  processing  architecture  is not required.  New products have
already emerged,  including  "network  computers" or "thin clients" dedicated to
viewing  information.  Data General  envisions  the need for  "network  attached
storage"  dedicated to making  information  available at high speeds,  and "thin
servers"  dedicated  to  managing  groups of thin  clients  in  offices,  homes,
classrooms,  or anywhere groups of people need access to the Internet. To pursue
this opportunity,  Data General formed the THiiN(TM) Line Business Unit in 1996.
It is  anticipated  that THiiN Line products will be brought to market in fiscal
1997 and will be sold mainly through alternative channels.

     Data General  also has formed the  VALiiANT(SM)  Business  Unit, a contract
manufacturing  operation,  to  take  advantage  of  the  company's  world  class
manufacturing expertise and facilities. Data General was the first U.S. computer
company  to  have  its  worldwide   manufacturing   operations   gain  ISO  9000
certification.  By leveraging its existing manufacturing facilities, the company
believes   VALiiANT  provides  Data  General  with  an  opportunity  to  realize
incremental revenues and profits.


Products and Services.

     More than 88 percent of Data  General's  fiscal 1996 product  revenues were
generated from the sale of AViiON  servers and CLARiiON  storage  products.  The
balance of the company's  product  revenues are derived from personal  computers
and from a variety of older  products  which Data General  continues to sell and
support based on customer demand.  These products include:  32-bit ECLIPSE(R) MV
family  systems;  16-bit ECLIPSE  systems;  DG/ViiSION(TM)  personal  computers;
DASHER(R) family personal  computers;  WALKABOUT(R)  notebook  computer systems;
DESKTOP GENERATION(R) systems; NOVA(R) systems; and microNOVA(R) microproducts.


<PAGE>



     AViiON  computers  function as servers or as multi-user  systems for a wide
range of  applications,  from  departmental  and  reseller  solutions,  to large
commercial  enterprises  that need high  availability  systems to support  large
numbers of users,  handle  large  volumes of  transactions,  and  support  large
databases.

     The Intel-based AViiON product family includes systems based on Pentium Pro
processors:  the AV 4900 and AV 5900  enterprise  servers;  and the AV  3600,  a
high-end departmental and PC server that also functions as an enterprise server.
The company also offers systems based on Pentium processors:  the AV 2000 and AV
3000 deskside  servers,  and the AV 4800, and AV 5800  enterprise  servers.  The
company's   enterprise   servers   combine  high   performance   with  extensive
reliability,  availability and  serviceability  features typically found only on
larger  computers.  Together with a highly scaleable and expandable  design that
leverages industry technology trends,  these features make AViiON servers highly
suitable platforms for business-critical  commercial  applications.  The AV 2000
and AV 3000  are  competitively  priced  deskside  servers  that are  ideal  for
reseller applications as well as for use in departmental applications.

     The   earlier    Motorola-based   AViiON   product   family   ranges   from
high-performance,   general-purpose   systems   and   servers   to   entry-level
workstations.  The AV  10000  includes  up to 32  processors  and  employs  NUMA
architecture  features.  AViiON AV 9500  servers  include  models  with up to 16
processors. The AV 8500 server series is a mid-range line which offers from two-
to  eight-processor  systems.  These  office-package  systems  can  be  used  to
integrate  networks of personal  computers,  providing  users with services like
communications,   resource  sharing,   office  and  imaging  applications,   and
databases.  The  AV  5500  and AV  4500  systems  are  flexible  and  expandable
enterprise servers in deskside packaging. The AV 450 and AV 550 workstations are
designed for commercial  applications,  such as geographical information systems
and software development.

     Intel  processor-based  AViiON servers run the Microsoft  Windows NT Server
operating system, SCO UnixWare, and the company's DG/UX operating system. DG/UX,
Data General's version of the UNIX operating system, runs on all AViiON servers.
DG/UX is a sophisticated, commercial implementation of the UNIX System V Release
4 operating  system.  Data General has been enhancing DG/UX for over a decade to
provide a  state-of-the-art  platform  for running core  business  applications.
DG/UX provides a robust file system,  open connectivity,  comprehensive  systems
and storage management,  standards  compliance,  and high levels of applications
scalability.  DG/UX allows the  clustering of AViiON systems  enabling  resource
sharing, higher levels of availability, and easier system administration.  DG/UX
is also the first  UNIX based  operating  system  capable of meeting  federal B2
level   security   requirements,   the  most  demanding   security   within  the
military/intelligence   community.  Data  General  also  makes  this  capability
available for security conscious commercial customers.

     The CLARiiON family of mass storage  subsystems is based on Redundant Array
of Inexpensive  Disk (RAID)  technology,  providing an architecture  that speeds
access  to  data  while   safeguarding  it.  Individual   CLARiiON  chassis  can
accommodate  different  numbers of disk  drives,  each SCSI disk drive  having a
capacity up to 9.0 GB (billions of characters).  Higher capacity disk drives can
be accommodated as they become available in the marketplace.  Multiple  CLARiiON
chassis can be combined in rackmount and multiple  rackmount  configurations  to
achieve  projected  data storage of several  terabytes.  The drives are combined
with  an  intelligent  I/O  processor,   which  manages  the  array  subsystem's
operations,  and cache which provides  improved  performance.  By utilizing RAID
technology,  a  portion  of  CLARiiON's  disk  resources  is  dedicated  to data
redundancy.  While  individual  drives may fail  occasionally,  the array system
remains  operational  and access to data  continues,  while the  failed  disk is
repaired or replaced.  CLARiiON  subsystems  can be repaired  while under power.
Each disk module comes in a specially  designed carrier that can be removed from
its array group without disturbing data access.

     ECLIPSE MV systems are 32-bit  computers using  custom-designed  VLSI (very
large scale  integration)  chips which utilize a more powerful  instruction  set
than earlier  16-bit  ECLIPSE and NOVA  systems,  enabling the execution of most
programs that operate on the earlier systems.


<PAGE>



     All of the company's computer systems differ in speed,  memory, and storage
capacity;  are available with certain processor features; and are available with
a  number  of  subassembly  slots  that  may be used to  accommodate  peripheral
controllers.

     Data General also sells a wide variety of peripheral equipment for use with
its computers.  Peripheral  equipment sold by the company includes video display
terminals,  printers, plotters,  communication controllers,  multiplexors,  disk
storage,  memory,  magnetic tape  equipment,  analog-to-digital  converters  and
digital-to-analog   converters.   The  company  also   manufactures   peripheral
controller subassemblies and related electronics for connecting its computers to
standard data  communication  equipment  and computer  systems  manufactured  by
others.  Data  General  also  designs  and  manufactures  peripheral  controller
subassemblies for use with  electromechanical  peripheral equipment it purchases
from third parties.

     The  company  has  developed  and  offers an  extensive  library of systems
software  products  for  use  with  its  computer  systems,  including  database
management  and   communications   software  for   industry-standard   mainframe
protocols.  This library includes operating systems with compilers,  assemblers,
and  general  utility   programs.   The  company's   operating  systems  provide
compatibility throughout the company's product families.

     Data  General  also  offers  its  customers  a wide  range of  applications
software  solutions  for  both  open  and  traditional  systems.  The  company's
relationships    with   systems    integrators,    software    suppliers,    and
industry-specific  Value  Added  Resellers  (VARs)  provide a  growing  presence
worldwide in many specialized markets. The company's  Intel-based AViiON systems
are capable of running more than 15,000  applications  from leading suppliers of
databases,  languages, office automation and industry application packages. This
collection of software includes many products which can be used by customers who
are migrating data processing or data management tasks from mainframe computers.
To meet the specific market requirements, the company works with more than 1,000
VARs and distributors worldwide.

     Data General's communications architecture is based upon the implementation
of both  international  and de facto  standards in the data  communications  and
networking  field.  Data General now supports de facto  standards such as TCP/IP
(Transmission Control  Protocol/Internet  Protocol),  SNA (IBM's Systems Network
Architecture),  Novell IPX/SPX, DECnet, AppleTalk,  Async, and Bisync protocols,
among   others.   Formal   standards   support   includes   OSI  (Open   Systems
Interconnection),  GOSIP (Government Open Systems Interconnection Profile), ISDN
(Integrated  Services Digital Network),  CMIP/CMIS for network  management,  and
numerous others. Data General is able to integrate mainframes, minicomputers and
various   desktops  (UNIX   workstations,   Macintosh,   R  ,  Async  terminals,
X-terminals,  Windows and DOS PCs) using a wide range of communications products
and services.  Data General can help  customers  integrate  their filing systems
(Novell, LAN Manager,  NFS(R)), take advantage of UNIX print services,  run UNIX
applications  and unify  their  offices  using  network  products  such as mail,
electronic  data  interchange,  and the  like.  Further,  customers  can  create
cooperative program environments (client/server) through the use of various open
communications  interfaces provided by Data General such as API LU 6.2, 0, 1, 2,
3, (for IBM  environments),  SPX for Novell,  and TLI (for TCP/IP,  OSI, and LAN
Manager  environments).  This set of  communications  capabilities  enables Data
General systems to be incorporated in a variety of networks that include systems
and equipment manufactured by the company and by many other vendors.

     The total purchase price of any computer  system varies  depending upon the
processing power,  size of main memory and storage capacity,  and upon the types
and quantities of accessory,  peripheral controller subassembly,  and peripheral
equipment ordered. Prices of the company's various products range from less than
$500 to over  $1,000,000.  Dollar volume  discounts are offered on most products
sold by the  company.  New  products and  revisions  to existing  products  have
resulted in improved price/performance ratios.

     The  company   extends  a  limited   service   and/or  parts   warranty  on
substantially  all  equipment  sold and  offers  several  types  of  maintenance
services and contracts at  additional  charges.  Warranty and other  maintenance
services are generally performed by service employees located in various offices
throughout  the world.  The company  offers a mail-in parts  exchange and repair
service and a cooperative maintenance program for qualified organizations, VARs,
and other customers capable of performing  maintenance services. The cooperative
program  includes spare parts,  back-up  support,  depot  service,  diagnostics,
training,  documentation,  tools and test  equipment,  and service  planning and
support.  Data General supports thousands of products made by other vendors. The
company also offers an On-line  Information  Service,  which provides  customers
with immediate access to support information and personnel.

     The company  provides  various  services  related to the  installation  and
operation  of its  computer  systems and  software.  Systems  engineers  provide
systems and software installation  support. The company's  Professional Services
organization provides a broad array of systems design,  applications development
and  consulting  services.  The Special  Systems group designs  custom  hardware
products under contract to individual  customers.  Customer  training related to
systems  and  software  sold by the  company is  provided  at  company  training
facilities in various  locations  throughout  the world or at the customer's own
facilities.

     For the fiscal year ended September 28, 1996,  product revenues were 70% of
consolidated  total revenues and service revenues were 30% of consolidated total
revenues,  and for the fiscal years ended  September 30, 1995, and September 24,
1994,  product  revenues  were 65% of  consolidated  total  revenues and service
revenues were 35% of consolidated total revenues.


Marketing and Distribution.

     The company uses multiple  channels of  distribution  to sell its products.
Sales  representatives  in company offices,  located  throughout the world, sell
products mainly to large  organizations,  many of which are new accounts. A mass
merchandising organization, called "Data General Plus", is primarily responsible
for meeting  the needs of  existing  customers  with a product  range  including
replacement  systems,   system  upgrades  and  a  full  range  of  supplies  and
accessories  sold  through  catalogs.  The company also sells  refurbished  Data
General equipment.

     Data General  uses several  third-party  distribution  channels,  including
OEMs,  VARs, and  distributors.  OEMs include  companies that  incorporate  Data
General  computers  and CLARiiON  storage  systems into their  product lines for
resale to the end user. VARs add  applications  software to the computer systems
purchased from the company before reselling them, and may provide  assistance in
installing  and  maintaining  the systems.  Distributors  meet customer needs by
stocking  Data  General  products,  including  systems,  servers,  workstations,
personal  computers and storage  systems  products for  immediate  off-the-shelf
delivery.

     The company provides lease financing  through various leasing and financing
programs  arranged with third parties.  Data General Leasing  provides  flexible
financing  programs  for all  Data  General  products,  as well as  third  party
hardware,  software and services.  These  programs are  available  worldwide for
resellers, distributors and end users.



<PAGE>


     The largest single customer during fiscal 1996 was Hewlett-Packard  Company
which  purchases   CLARiiON   storage  systems  for  resale  to  its  customers.
Hewlett-Packard  Company  accounted for 15% of  consolidated  total  revenues in
fiscal  1996.  The  company  did not  have any  other  customers  with  revenues
exceeding 10% of the company's  consolidated  total revenues during fiscal 1996.
The company's business is not subject to any unusual seasonal fluctuations.

     The  company  generally  attempts to  minimize  the time from  receipt of a
customer's  order to shipment and  virtually no orders are booked with  shipment
dates in excess of one year from the date of order. As the company's product mix
shifts  more  towards  industry-standard  systems,  it is  anticipated  that the
average  time from  order  date to  shipment  date  will  further  decrease.  In
addition,  a  substantial  portion of the orders  received  by the  company  are
subject  to  cancellation  without  significant  penalty,  at the  option of the
customer,  at any time prior to shipment.  Therefore,  the company believes that
disclosure  of its  backlog  would not  contribute  to an  understanding  of the
company's business.


Organization and Structure.

     The company's Worldwide Sales and Marketing  operations are responsible for
direct sales,  mass  merchandising,  reseller  channels,  and related  marketing
activities.  Sales  divisions  are  structured  to  cover  the  following  major
geographic  areas:  the  United  States,  Canada,  Latin  America,  Europe,  and
Asia/Pacific.   Worldwide  Channel  Sales  is  responsible  for  developing  and
maintaining  sales alliances with value-added  resellers,  independent  software
vendors, and distributors, and for the Data General Plus sales activities in the
U.S.  which  support sales to the  installed  base of  customers.  The Worldwide
Healthcare  Division is  responsible  for sales and marketing  activities in the
healthcare  market.  The company's  corporate  marketing  activities are focused
primarily  on the  AViiON  family  of  computer  systems  and  related  software
solutions,  and on  specific  market  opportunities,  such as Windows NT Server,
Secure Internet Servers, and PICK/UNIX-based systems.

     The CLARiiON  Business Unit is responsible for development of the company's
CLARiiON family of open mass storage products,  and for developing  channels and
partnerships for sales of Open CLARiiON.

     The  NUMALiiNE  Business  Unit was  formed  in  fiscal  1996 to  build  OEM
relationships and take advantage of the market  opportunity for systems based on
the NUMA architecture.

     The THiiN  Line  Business  Unit was formed in fiscal  1996 to  develop  and
market Internet  appliances,  including thin servers,  network attached storage,
and information servers.

     The Services  organization  encompasses Customer Service (field engineering
and other technical  services) and Professional  Services including  Educational
Services,  which provides customers  worldwide with complete services to design,
implement, and support commercial computing environments.

     Manufacturing  and Corporate  Quality is  responsible  for  producing  Data
General   systems;   for   procuring   associated   components,   subassemblies,
peripherals, and various other products which are incorporated into Data General
systems or sold under the Data General label;  for the operation of the VALiiANT
contract   manufacturing  business  unit;  and  for  overall  corporate  quality
assurance.

     The  Finance   organization   includes  the   Controller,   the  Treasurer,
Information  Management,  Legal,  Investor Relations,  Property Management,  and
Human Resources functions.




<PAGE>


Raw Materials.

     Data General's manufacturing operations employ a wide variety of mechanical
and electronic  components,  raw materials and other supplies.  In the design of
its  products,  the  company  routinely  attempts  to  utilize  multiple-sourced
components.   However,   in  some  instances,   the  company   selectively  uses
sole-sourced  components,  such as custom  microprocessors  and gate arrays,  in
order to achieve  desired  system  performance.  These  components are typically
based on the manufacturer's  proprietary underlying process technology.  In many
cases,  the  manufacturers  will  execute  crosslicense  agreements  with  other
manufacturers, and it may be possible for Data General to access such technology
through crosslicense  agreements.  However, it has been the company's experience
to date that the investment  necessary to execute such  crosslicense  agreements
and to re-engineer the component is not warranted.

     In a few instances,  the company is dependent upon certain  vendors for the
manufacture of significant components of its server and mass storage systems. If
these  vendors  were to become  unwilling  or unable to continue to  manufacture
these  products in required  volumes,  the  company  would have to identify  and
qualify  acceptable  alternative  vendors.  The  inability to develop  alternate
sources,  if required in the future,  could  result in delays or  reductions  in
product shipments.  With respect to sole-sourced materials,  the company has not
experienced any problems  relative to the timeliness of product  availability or
quality  matters.  To protect  against such problems,  however,  the company has
generally implemented special inventory plans for these components.  These plans
are designed to ensure that,  if the  sole-sourced  supplier were unable to meet
the company's  requirements,  there would be sufficient  inventory  available to
cover the time  required to  re-engineer  the product or develop an  alternative
source of supply.


Patents.

     In  November,   1994  and  in  May,  1996,  the  company  commenced  patent
infringement  litigation  against  International  Business Machines  Corporation
charging  infringement  of certain of the company's  patents (See "Item 3. Legal
Proceedings",  below).  Although the company  believes its claims are valid,  it
cannot predict the outcome of the litigation.  Should the company prevail in the
litigation,  such patents  could play a  significant  role in the conduct of its
business and accordingly  would be material.  The company  believes that most of
its remaining patents do not presently play a significant role in the conduct of
its  business or in its industry in general and most  patents,  granted or which
may be granted to it, while  anticipated to be of value,  are not expected to be
of material significance.  The company also owns certain copyrights,  trademarks
and proprietary information.

     From time to time, companies in the industry have claimed that products and
components  similar to those  manufactured  by the  company are covered by valid
patents held by others.  It may be  necessary  or  desirable  to obtain  further
patent licenses in addition to those which the company now holds. Although there
is no assurance that such  additional  patent  licenses  could be obtained,  the
company is of the opinion,  based on industry practice and information presently
available,  that such  licenses  could be obtained  and on terms which would not
have a material  effect on the  company's  consolidated  financial  position  or
results of operations.




<PAGE>


Competition.

     The computer industry has been characterized by rapid technological change,
product  improvement,  and price  reductions.  During  fiscal 1996,  the company
experienced  revenue growth in the U.S.,  Europe,  and from other  international
geographies. Product revenues increased 22%, driven by strong growth in the Open
CLARiiON line of mass storage devices, and renewed growth in AViiON servers. The
company   believes  that  the  transition  to  Intel-based   AViiON  servers  is
progressing  smoothly.  Data General's  future may be adversely  affected by new
technology  developed by others or by price reductions initiated by competitors.
Some of the company's  competitors are larger  companies and have  substantially
greater  resources than the company.  The company also competes with a number of
smaller   manufacturers.   The  company   believes  that  it  is  a  significant
manufacturer of multi-user computer systems,  servers,  and mass storage devices
for commercial applications.

     The company's  AViiON systems have become  increasingly  competitive  since
they were  introduced  in fiscal  1989 as more  applications  were ported to the
platform and new product introductions added to the depth of the product family.
AViiON  systems  compete  favorably  with  standards-based  systems  from  other
industry-leading  vendors  based upon a wide range of features and  performance;
the ability to run multiple operating systems,  including Windows NT Server, the
company's DG/UX operating system,  and SCO UnixWare;  and the availability of an
extensive range of applications software.

     AViiON  systems  also  compete  favorably  as a result of their  ability to
connect  with a variety of desktop  systems  manufactured  by the company and by
other vendors.  The company's  worldwide service and support  capability,  which
includes service for certain products manufactured by other vendors (such as PCs
and  workstations),  also  enhances the  competitive  strength of the  company's
product families.

     The  company  believes  that  its  CLARiiON  product  was the  first  open,
RAID-based mass storage product. This product supports UNIX-based computers from
IBM, Digital Equipment Corporation,  Sun Microsystems,  Hewlett-Packard Company,
Sequent  Computer  Systems,  Inc. and Silicon  Graphics,  Inc.,  as well as with
systems  running on Novell  NetWare,  NT, as well as Data General  systems.  The
company  believes  no other  vendor is  shipping a product  that offers the high
availability  data access features and performance  characteristics  of CLARiiON
mass storage arrays.


Research and Development.

     The company believes that if it is to compete  successfully in the industry
it will require a continuing  commitment to research and  development.  Research
and  development  expenses were $98.0  million in fiscal 1996,  $85.9 million in
fiscal 1995,  and $90.8 million in fiscal 1994.  Research and  development  work
contracted to third parties during fiscal 1996 was insignificant.  During fiscal
1996,  the company  focused its  research  and  development  efforts on its core
business  technology,  multi-user  computer systems,  servers,  and mass storage
devices, including related software and services. This includes development work
on systems based on NUMA architecture for future high-end computer systems,  and
work on servers and storage systems for future Internet applications.

     Continued  emphasis  on  applied  research  and  development   programs  is
anticipated  in order to improve  existing  products and to expand  product line
capabilities.  Research and development  work is done primarily in the following
areas: general purpose computer systems; open mass storage devices;  systems and
applications  software;  integrated circuit technology;  microprocessor  design;
network services and products; and contracted special product design.




<PAGE>


Environmental Conditions.

     The company's various manufacturing facilities are subject to numerous laws
and regulations  designed to protect the  environment,  particularly  from plant
wastes and emissions.  In the company's opinion,  it is complying with such laws
and regulations. Compliance has not had, and is not expected to have, a material
effect  upon the  company's  capital  expenditures,  results of  operations,  or
competitive position.


Employees.

     The company had  approximately  4,900  employees as of September  28, 1996,
compared with 5,000  employees as of September 30, 1995, and 5,800  employees as
of September  24, 1994.  The net  decrease in  employees  resulted  from various
restructuring  programs  undertaken  to  reduce  the  company's  infrastructure.
Additional  information on the company's  restructuring  programs is included in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and Note 3 of "Notes to Consolidated  Financial  Statements" in the
company's  Annual Report to Stockholders for the fiscal year ended September 28,
1996.  The  "Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations" has been incorporated by reference into Item 7 of Part II
of this  Report.  The "Notes to  Consolidated  Financial  Statements"  have been
incorporated by reference into Item 8 of Part II of this Report.

     The company's  employees are not covered  under any  collective  bargaining
agreements,  and the company has not experienced any significant labor problems.
The company believes that its relationship with its employees is good.


International Operations.

     Foreign  business is  conducted  through  company  owned  subsidiaries  and
through a network of representatives and distributors.  International  revenues,
including  U.S.  direct  export  sales,   amounted  to   approximately   40%  of
consolidated  total  revenues in fiscal  1996,  and 45% and 44% of  consolidated
total  revenues  in fiscal  1995 and 1994,  respectively.  The  majority of Data
General's  international  revenues  are derived from  western  Europe,  Asia and
Canada.  In view  of the  locations  and  diversification  of its  international
activities, the company does not believe that there are any special risks beyond
the normal business risks attendant to activities  abroad. The company maintains
a hedging  program to minimize  its exposure to foreign  currency  fluctuations.
Additional  information  relating  to the  company's  international  operations,
including  financial  information by major geographic area, is included in "Note
12.  Geographic  Segment  Data" on page 29 of the  company's  Annual  Report  to
Stockholders for the fiscal year ended September 28, 1996.


CAUTIONARY  STATEMENT  FOR  PURPOSES  OF THE  "SAFE  HARBOR"  PROVISIONS  OF THE
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

     Data General desires to take advantage of the new "safe harbor"  provisions
of the  Private  Securities  Litigation  Reform  Act of 1995 and is filing  this
information  in Form  10-K.  The  company  wishes to  caution  readers  that the
following important factors,  among others, in some cases have affected,  and in
the future  could  affect,  the  company's  actual  results  and could cause the
company's actual  consolidated  results in the future to differ  materially from
those expressed in any forward-looking  statements made by, or on behalf of, the
company.



<PAGE>


     Period  to  Period  Fluctuations.   The  company's  operating  results  may
fluctuate for a number of reasons.  The company has short delivery cycles and as
a result does not a have a large order backlog.  This  uncertainty is compounded
because each  quarter's  revenue  results  predominantly  from orders booked and
shipped during the last month of the quarter,  often  disproportionately  in the
latter half of that month. Because the company plans its expenses, many of which
are  relatively  fixed in the  short-term,  on the basis that its revenues  will
continue to grow,  even a relatively  small  revenue  shortfall may cause period
results to be substantially below  expectations.  Such a revenue shortfall could
arise from any number of factors  including lower than expected  demand,  supply
constraints,  delays in the availability of new products, transit interruptions,
overall economic condition or natural disasters.

     OEM Inventory Positions.  The company has experienced significant growth in
its Open CLARiiON storage business which has become a substantial portion of the
company's  product  revenues.  Open  CLARiiON  is  sold  primarily  through  the
company's Original  Equipment  Manufacturers  ("OEM") and distributor  channels;
thus  sales in any given  period  are  subject  to  customer  sales  cycles  and
inventory  practices.  Due to the fact that  Open  CLARiiON  revenues  have been
concentrated in a limited number of customers,  changes in OEM inventory  levels
and the  impact  of their  sales  cycles  could  have a  substantial  impact  on
operating  results for a given  period.  A single  customer  during  fiscal 1996
accounted for 15% of consolidated revenues.

     New Product  Development  and  Marketing.  The computer  industry is highly
competitive and requires very short  time-to-market  life-cycles  which increase
the  complexity  and  risk of new  product  development  and  introduction.  Any
difficulties or delays in the development,  production,  testing or marketing of
products,  or the failure of customers to accept these products or  technologies
as planned, could materially affect the actual results of the company.

     Product  Transition.  The industry in which the company  operates is one of
constantly advancing technology.  As new products are developed,  some customers
may  postpone  purchase  of  products  while  waiting  for  new  products  to be
available.  These purchase delays may cause revenues and operating results to be
lower during the period of product transition.

     Development  and  Acceptance  of new ccNUMA  Architecture.  The  company is
currently  working  with  Dolphin  Interconnect  Solutions,  Inc.  to  develop a
standard interconnect technology for large-scale computing.  The company is also
working  with Intel  Corporation  to promote the  technology,  which the company
believes will allow companies  throughout the computer industry to link multiple
Intel SHV  (Standard  High  Volume)  servers into  commercial  systems that will
perform  at  levels  beyond  current  high-performance  systems.  Any  delays or
failures in the  development,  marketing or  acceptance  of this new  technology
could have a material  impact on the expected  revenue  growth of the  company's
AViiON Open systems business.

     Software Development. The company continues to make significant investments
in software  development  efforts to ensure that its products are  competitively
positioned in the commercial  computer  marketplace.  The amount of expenditures
that  qualify  for  capitalization  under SFAS 86  (Accounting  for the Costs of
Computer  Software to Be Sold,  Leased,  or  Otherwise  Marketed)  may vary from
period  to  period  as  software   projects  progress  through  the  development
life-cycle.  These  variations  could impact the operating  results in any given
period.

     International  Operations.  Because a significant  portion of the company's
revenue is from sales outside of the United States,  the company's results could
be negatively  affected by such factors as changes in foreign currency  exchange
rates  (international  sales are generally  denominated  in foreign  currencies,
while the company  accounts are in U.S.  dollars),  trade  protection  measures,
longer accounts receivable  patterns,  changes in regional or worldwide economic
or political conditions, or natural disasters.



<PAGE>


     Suppliers.  In a few  instances,  the  company is  dependent  upon  certain
vendors for the  manufacture  of  significant  components of its server and mass
storage systems. If these vendors were to become unwilling or unable to continue
to  manufacture  these products in required  volumes,  the company would have to
identify and qualify acceptable  alternative  vendors.  The inability to develop
alternate  sources,  if  required  in the  future,  could  result  in  delays or
reductions in product shipments. In addition, the company is part of an industry
that is  increasingly  reliant upon the timely  supply of  commodity  components
which are integrated with proprietary technologies to create commercial computer
solution products. Any difficulties in obtaining raw materials,  supplies, third
party  products,  and any other items needed for the  production of computer and
storage  systems could impact the ability of the company to ship its products in
any given period.

     Manufacturing  Operations.  Over the last  several  years,  the company has
consolidated  its various  manufacturing  operations  into three  facilitates in
Apex, North Carolina;  Southboro,  Massachusetts;  and Manila, Philippines. As a
result of this consolidation,  most of the company's assembly,  test and systems
integration operations are performed at the Apex facility. The company's ability
to ship  products  would be adversely  affected and  operating  results would be
materially  impacted  were the Apex  facility  not able to operate  at  required
levels  due to a  business  interruption  such as a  power  failure  or  natural
disaster.

     Legal  Proceedings.  The costs,  settlements and other effects of legal and
administrative cases, proceedings and investigations, claims, by or against Data
General,  relating to  intellectual  property rights and  intellectual  property
licenses may have an impact upon the operating results of the company.

     Competition  in the  Computer  Industry.  The  computer  industry is highly
competitive with rapid technological  advances in performance and functionality.
Many  of  the  company's   competitors  have  substantially  greater  financial,
technical,  and marketing  resources as well as larger installed  customer bases
and a wider range of available software  applications.  The intense  competitive
pressure in the industry  could impact  pricing,  and  therefore  the  operating
results of the company, in any given period.


Item 2.  Properties.

     The  company's  executive  offices are located in Westboro,  Massachusetts.
Manufacturing,  research and development, service, marketing, and administrative
support  facilities are located in various  states and countries  throughout the
world. All buildings are modern, air conditioned,  and suitable and adequate for
the present activities of the company. Substantially all manufacturing equipment
is owned by the company and is well maintained.

     In September 1996, the company sold its facility in Milford, Massachusetts.
In February 1996 the company also sold its facility in  Woodstock,  Connecticut.
Additional  information  regarding the company's principal plants and properties
is included under the heading  "Facilities"  on page 31 of the company's  Annual
Report to Stockholders for the fiscal year ended September 28, 1996.




<PAGE>


Item 3.  Legal Proceedings.

     The company's patent infringement suit against IBM Corporation commenced in
November  1994,  and  IBM's  countersuit  against  the  company,  remain  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.

     In May, 1996, the company commenced an additional patent  infringement suit
against  IBM  in  the  United  States   District   Court  for  the  District  of
Massachusetts,  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.

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


Item 4.  Submission of Matters to a Vote of Security Holders.

     Not applicable.


Executive Officers of the Registrant.

     Frederick R. Adler(1),  Age 70, Chairman of the Executive  Committee of the
Board of Directors  since July 1982;  Secretary of the company from 1968 to July
1982; retired senior partner in the law firm of Fulbright & Jaworski L.L.P., and
senior partner of such firm for more than five years; managing director of Adler
& Company,  a venture  capital  investment  firm,  and a general  partner of its
related  investment  funds for more than five  years;  former  managing  general
partner of Adler & Shaykin, a leveraged buyout firm, for more than five years.

     Ronald L. Skates(1),  Age 55, President and Chief Executive  Officer of the
company since  November  1989;  Executive  Vice  President  and Chief  Operating
Officer of the company from August 1988 to November 1989;  Senior Vice President
of the company from November 1986 to August 1988; Chief Financial Officer of the
company from November 1986 to August 1987;  Partner,  Price Waterhouse from July
1976 to November 1986.

     J. Thomas West, Age 57, Senior Vice President of the company since November
1988; Vice President of the company from September 1983 to November 1988.

     William J.  Cunningham,  Age 58, Senior Vice President of the company since
November 6, 1996;  Vice  President  of the  company  from August 1989 to October
1996;  prior  positions at Apollo  Computer  Inc.  included  Vice  President and
General Manager,  Manufacturing and Research and Development,  from October 1988
to June  1989;  and  Vice  President  and  General  Manager,  Manufacturing  and
Distribution,  from  September  1987 to September  1988;  Vice  President,  U.S.
Manufacturing, for Honeywell Bull from March 1986 to September 1987.



<PAGE>


     Arthur W.  DeMelle,  Age 56,  Senior Vice  President  of the company  since
November 6, 1996;  Vice President of the company from March 1992 to October 1996
and Chief  Financial  Officer of the company since March 1992;  prior  positions
included  Senior Vice President of Finance and  Administration  at Chep USA from
November  1989 to March  1992;  Executive  Vice  President  and Chief  Financial
Officer  at Emery Air  Freight  Corporation  from  April  1987 to May 1989;  and
Executive  Vice  President  and Chief  Financial  Officer at  Purolator  Courier
Corporation from July 1980 to April 1987.

     Joel Schwartz,  Age 54, Senior Vice President of the company since November
6, 1996;  Vice  President of the company  from  February  1989 to October  1996;
President  and Chief  Operating  Officer of Polygen  Corp.  from  August 1986 to
February 1989.

     William L.  Wilson,  Age 52,  Senior Vice  President  of the company  since
November 6, 1996; Vice President of the company from March 1994 to October 1996;
prior  positions with  International  Business  Machines  Corporation  including
Assistant General Manager for Marketing - Enterprise  Systems from 1992 to 1993,
General Manager of IBM's Integrated  Systems Solutions  Corporation  (ISSC) from
1990 to 1992, and Marketing and Sales Director for U.S.  Marketing Services from
1989 to 1990.

     Executive  officers of the company  are  elected  annually  and hold office
until the first meeting of the Board of Directors  following the Annual  Meeting
of  Stockholders  or until  their  successors  have been  elected  and have duly
qualified.




(1) Member of Board of Directors and Executive Committee thereof.






<PAGE>


                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder 
         Matters.

     The  information  contained  under the headings "Stock Price Range" on page
30; and  "Number  of  Stockholders,"  "Dividend  Policy,"  and  "Stock  Exchange
Listing"  on page 33 of the  company's  Annual  Report to  Stockholders  for the
fiscal year ended September 28, 1996 is incorporated herein by reference.


Item 6.  Selected Financial Data.

     The information  contained under the heading "Five Year Summary of Selected
Financial Data" on page 10 of the company's  Annual Report to  Stockholders  for
the fiscal year ended September 28, 1996 is incorporated herein by reference.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

     The information  contained under the heading  "Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations" on pages 11 through
15 of the  company's  Annual  Report to  Stockholders  for the fiscal year ended
September 28, 1996 is incorporated herein by reference.  This information should
be read in  conjunction  with  the  related  consolidated  financial  statements
incorporated by reference under Item 8.


Item 8.  Financial Statements and Supplementary Data.

     The information contained in the consolidated  financial statements,  notes
to consolidated  financial  statements,  and report of independent  accountants,
under the heading  "Quarterly  Financial Data (Unaudited)," and "Facilities," on
pages 16 through  31 of the  company's  Annual  Report to  Stockholders  for the
fiscal year ended September 28, 1996 is incorporated herein by reference.


Item 9.  Changes in and Disagreements With Accountants on Accounting and 
         Financial Disclosure.
         
     Not applicable.


<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant.

     The information  contained under the heading  "Proposal No. 1 - Election of
Seven  Directors" on pages 3 through 5 of the company's  Proxy  Statement  dated
December  18, 1996 is  incorporated  herein by  reference.  See also  "Executive
Officers of the Registrant" appearing in Part I hereof.


Item 11.  Executive Compensation.

     The information  contained under the headings "Summary Compensation Table",
"Option  Grants in the 1996 Fiscal Year",  "Option  Exercises in the 1996 Fiscal
Year and Fiscal  Year-End  Option  Values",  "Compensation  Pursuant  to Plans",
"Employee  Agreements" and  "Compensation of Directors" on pages 6 through 17 of
the company's Proxy Statement dated December 18, 1996 is incorporated  herein by
reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

     The information contained under the heading "Beneficial Ownership of Common
Stock" and in the second paragraph and related table under the heading "Proposal
No. 1 - Election of Seven Directors" on pages 3 through 5 of the company's Proxy
Statement dated December 18, 1996 is incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions.

     Not applicable.



<PAGE>


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K.

         (a) 1 and 2.  Index to financial statements and related schedule:

                                                                            Page
Five year summary of selected financial data . . . . . . . . . . . . . . .  10*
Management's discussion and analysis of financial condition and results 
of operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11*
Consolidated balance sheets at  September 28, 1996 and September 30, 1995 . 17*
For fiscal years ended September 28, 1996, September 30, 1995, and 
September 24, 1994:
          Consolidated statements of operations  . . . . . . . . . . . . .  16* 
          Consolidated statements of cash flows  . . . . . . . . . . . . .  18*
          Consolidated statements of stockholder's equity  . . . . . . . .  19*
Notes to consolidated financial statements . . . . . . . . . . . . . . .  20-29*
Report of independent accountants  . . . . . . . . . . . . . . . . . . . .  30*
Supplemental financial information . . . . . . . . . . . . . . . . . . . .  30*
Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31*
Report of independent accountants on financial statement schedules . . . .  21
Financial statement schedule:
          Schedule II - Valuation and qualifying accounts . . . . . . . . . 22
         

         The financial statement schedule should be read in conjunction with the
financial  statements  in the 1996  Annual  Report  to  Stockholders.  All other
schedules  have been omitted as they are not  applicable,  not required,  or the
information  is  included  in the  consolidated  financial  statements  or notes
thereto.

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

*        Page references are to the 1996 Annual Report to Stockholders. The 1996
         Annual Report to Stockholders is not to be deemed filed as part of this
         Report  except for those parts  thereof  specifically  incorporated  by
         reference into this Report.


<PAGE>


                                    EXHIBITS



3.   (a) Restated  Certificate  of  Incorporation  of the  company,  as amended,
     including the company's  Certificate of Designation dated October 17, 1986,
     previously  filed as Exhibit 3(a) to the  company's  Annual  Report on Form
     10-K for the fiscal year ended  September 27, 1986,  which is  incorporated
     herein by reference.

     (b) Amendment to Certificate of Incorporation of the company, filed January
     29, 1987,  previously filed as Exhibit 3 to the company's  Quarterly Report
     on Form 10-Q for the quarter  ended March 28, 1987,  which is  incorporated
     herein by reference.

     (c) By-Laws of the company, as amended.

4.   (a) Indenture  dated as of September 15, 1977 between the company and State
     Street Bank and Trust Company  (purchased from Fleet Bank of Massachusetts,
     formerly  Bank of New England and formerly New England  Merchants  National
     Bank),  as Trustee,  which  relates to the  company's  8-3/8%  Sinking Fund
     Debentures  Due 2002,  previously  filed as  Exhibit  2.2 to the  company's
     Registration  Statement on Form S-7, Registration Number 2-59710,  which is
     incorporated herein by reference.

     (b) Rights  Agreement  Renewed and  Restated as of October 19, 1996 between
     the company and The Bank of New York, as Rights Agent,  previously filed on
     June 27, 1996,  as Exhibit 1 to the  company's  Amendment  to  Registration
     Statement on Form 8-A/A, which is incorporated herein by reference.

     (c)  Indenture,  dated as of June 1, 1991,  between  the  company and Fleet
     National  Bank,  as  Trustee,   which  relates  to  the  company's   7-3/4%
     Convertible  Subordinated  Debentures due 2001, previously filed as Exhibit
     4(d) to Amendment No. 2 to the company's Registration Statement on Form S-3
     (No. 33- 40817), which is incorporated herein by reference.

10.  (a) Restricted Stock Option Plan,  Appendix A to the prospectus included in
     the  company's  Registration  Statement  on Form S-8,  Registration  Number
     33-19759, which is incorporated herein by reference.

     (b) Forms of Restricted Stock Option Agreement, previously filed as Exhibit
     10(b) to the company's Annual Report on Form 10-K for the fiscal year ended
     September 29, 1990, which is incorporated herein by reference.

     (c) Form of Amendment to  Restricted  Stock  Option  Agreement,  previously
     filed as Exhibit 10(b) to the company's  Quarterly  Report on Form 10-Q for
     the quarter ended June 25, 1988, which is incorporated herein by reference.

     (d) Form of Amendments to Key Executive Restricted Stock Option Agreements,
     previously filed as Exhibit 10(b) to the company's Quarterly Report on Form
     10-Q for the quarter ended March 25, 1989, which is incorporated  herein by
     reference.

     (e) Form of Amended and Restated Restricted Stock Option Agreement, between
     the company and Ronald L. Skates,  previously filed as Exhibit 10(f) to the
     company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 25,
     1989, which is incorporated herein by reference.



<PAGE>


     (f) Form of Amendment to Restricted  Stock Option  Agreements,  between the
     company and  Frederick R. Adler,  previously  filed as Exhibit 10(g) to the
     company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 25,
     1989, which is incorporated herein by reference.

     (g)  Amendment   to  Restricted   and  Employee   Incentive   Stock  Option
     Agreements,  between the company and Ronald L. Skates,  dated  November 14,
     1988,  previously  filed as Exhibit 10(e) to the company's Annual Report on
     Form  10-K  for  the  fiscal  year  ended  September  24,  1988,  which  is
     incorporated herein by reference.

     (h) Forms of Incentive Stock Option Agreement,  previously filed as Exhibit
     10(d) to the company's Annual Report on Form 10-K for the fiscal year ended
     September 26, 1987, which is incorporated herein by reference.

     (i) Form of Amendment to Employee Stock Option Agreement,  previously filed
     as Exhibit  10(a) to the  company's  Quarterly  Report on Form 10-Q for the
     quarter ended June 25, 1988, which is incorporated herein by reference.

     (j) Form of Amended and Restated Employee Stock Option  Agreement,  between
     the company and Ronald L. Skates,  previously filed as Exhibit 10(e) to the
     company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 25,
     1989, which is incorporated herein by reference.

     (k) Form of Amendments to Key Executive Stock Option Agreements, previously
     filed as Exhibit 10(c) to the company's  Quarterly  Report on Form 10-Q for
     the  quarter  ended  March  25,  1989,  which  is  incorporated  herein  by
     reference.

     (l) Non-Employee  Director  Restricted Stock Option Plan, Appendix A to the
     prospectus  included in the company's  Registration  Statement on Form S-8,
     Registration Number 2-91481, which is incorporated herein by reference.

     (m)  Form of  Non-Employee  Director  Restricted  Stock  Option  Agreement,
     previously  filed as Exhibit 10(n) to the  company's  Annual Report on Form
     10-K for the fiscal year ended  September 29, 1990,  which is  incorporated
     herein by reference.

     (n) Form of  Employment  Agreement  between the  company and its  full-time
     officers,  previously  filed as Exhibit  10(a) to the  company's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  March  25,  1989,  which is
     incorporated herein by reference.

     (o) Form of  Indemnity  Agreement  between the company and its officers and
     directors, previously filed as Exhibit 10 to the company's Quarterly Report
     on Form 10-Q for the quarter  ended March 28, 1987,  which is  incorporated
     herein by reference.

     (p) Form of  Amendment  dated  September  1, 1993,  to  various  Employment
     Agreements between the company and its full-time officers, previously filed
     as Exhibit 10(u) to the company's Annual Report on Form 10-K for the fiscal
     year ended September 25, 1993, which is incorporated herein by reference.

     (q) Data General Corporation  Supplemental Retirement Benefit Plan dated as
     of  October  1,  1989,  between  the  company  and its  highly  compensated
     employees, previously filed as Exhibit 10(x) to the company's Annual Report
     on Form  10-K for the  fiscal  year  ended  September  24,  1994,  which is
     incorporated herein by reference.


<PAGE>



     (r) Form of Supplemental  Pension and Retiree Medical Agreement dated as of
     December 7, 1994,  between the company and it's current president and Chief
     Executive  Officer,  previously  filed as  Exhibit  10(y) to the  company's
     Annual  Report on Form 10-K for the fiscal year ended  September  24, 1994,
     which is incorporated herein by reference.

     (s) 1994 Employee Director Stock Option Plan,  Appendix A to the prospectus
     included in the company's  Registration Statement on Form S-8, Registration
     Number 33-53039, which is incorporated herein by reference.

     (t) Form of  1994 Non-Employee Director Stock Option Agreement,  previously
     filed as Exhibit 10(bb) to the company's Annual Report on Form 10-K for the
     fiscal year ended  September  24,  1994,  which is  incorporated  herein by
     reference.

     (u) Form of  Letter  of  Credit  and  Reimbursement  Agreement  dated as of
     December  21,  1994,  previously  filed  as  Exhibit  10 to the  company's'
     Quarterly  Report on Form 10-Q for the quarter  ended  December  24,  1994,
     which is incorporated herein by reference.

     (v) Employee  Qualified  Stock Purchase Plan,  Appendix A to the prospectus
     included in the company's  Registration Statement on Form S-8, Registration
     Number 33-53041, which is incorporated herein by reference.

     (w) Employee Stock Option Plan,  Appendix A to the  prospectus  included in
     the  company's  Registration  Statement  on Form S-8,  Registration  Number
     33-58237, which is incorporated herein by reference.

     (x) Amendment  dated October 9, 1995 to Letter of Credit and  Reimbursement
     Agreement,   changing  the  Consolidated  Tangible  Net  Worth  limitation,
     previously  filed as Exhibit 10(dd) to the company's  Annual Report on Form
     10-K for the fiscal year ended  September 30, 1995,  which is  incorporated
     herein by reference.

     (y) 1996  Fiscal  Year  Bonus  Opportunity  for  Chief  Executive  Officer,
     previously  filed as Exhibit 10(ee) to the company's  Annual Report on Form
     10-K for the fiscal year ended  September 30, 1995,  which is  incorporated
     herein by reference.

     (z) Amendment dated December 10, 1995 to Letter of Credit and Reimbursement
         Agreement.

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

13.  Annual report to stockholders for the fiscal year ended September 28, 1996,
     certain portions of which have been incorporated herein by reference.

21.  Subsidiaries of the registrant.

23.  Consent of independent accountants.

     Exhibits, other than those incorporated by reference, have been included in
copies  of this  Report  filed  with the  Securities  and  Exchange  Commission.
Stockholders  of the company will be provided with copies of these exhibits upon
written request to the company.

     (b) There were no reports on Form 8-K filed during the last thirteen  weeks
of the period covered by this Report.


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                              DATA GENERAL CORPORATION
                                                     (Registrant)

                                        By:    /s/ Ronald L. Skates
                                           --------------------------------
                                                   Ronald L. Skates
                                         President and Chief Executive Officer

December 18, 1996

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

         Signature                            Title                    Date

  /s/ Ronald L. Skates               President and Chief
-------------------------------
      Ronald L. Skates               Executive Officer;        December 18, 1996
                                          Director

 /s/ Frederick R. Adler             Chairman of Executive
-------------------------------
     Frederick R. Adler             Committee of Board of      December 18, 1996
                                     Directors: Director

 /s/ Arthur W. DeMelle              Senior Vice President
-------------------------------
     Arthur W. DeMelle            Chief Financial Officer;     December 18, 1996
                                  Chief Accounting Officer

/s/Ferdinand Colloredo-Mansfeld           Director             December 18, 1996
-------------------------------
   Ferdinand Colloredo-Mansfeld

  /s/ John G. McElwee                     Director             December 18, 1996
-------------------------------
      John G. McElwee

/s/ Donald H. Trautlein                   Director             December 18, 1996
-------------------------------
    Donald H. Trautlein

 /s/ Richard L. Tucker                    Director             December 18, 1996
-------------------------------
     Richard L. Tucker

/s/ W. Nicholas Thorndike                 Director             December 18, 1996
-------------------------------
    W. Nicholas Thorndike



<PAGE>


                            DATA GENERAL CORPORATION

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE



To the Board of Directors of Data General Corporation

     Our audits of the  consolidated  financial  statements  referred  to in our
report dated October 30, 1996  appearing on page 30 of the 1996 Annual Report to
Stockholders  of  Data  General   Corporation  (which  report  and  consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial  Statement Schedule listed in Item
14(a) of this Form 10-K.  In our  opinion,  this  Financial  Statement  Schedule
presents  fairly,  in all material  respects,  the information set forth therein
when read in conjunction with the related consolidated financial statements.




/s/Price Waterhouse LLP

PRICE WATERHOUSE LLP

Boston, Massachusetts
October 30, 1996



<PAGE>
<TABLE>



                                                                                     SCHEDULE II

                            DATA GENERAL CORPORATION

                        VALUATION AND QUALIFYING ACCOUNTS

                                 (In thousands)

<CAPTION>
                                              Balance at
                                              Previous                                Balance at
                                              End of Year  Additions    Deductions    End of Year
                                              -----------  ---------    -----------   -----------
                                         

<S>                                             <C>        <C>          <C>            <C>     
Description
SEPTEMBER 28, 1996:
Allowance for doubtful accounts .............   $ 14,079   $ 10,276 (a) $ (9,875) (b)  $ 14,480
Valuation allowance on deferred tax asset (c)    201,255     19,827      (17,065)       204,017

SEPTEMBER 30, 1995:

Allowance for doubtful accounts .............     13,752     10,197 (a)   (9,870) (b)    14,079
Valuation allowance on deferred tax asset (c)    209,936      1,008       (9,689)       201,255

SEPTEMBER 24, 1994:

Allowance for doubtful accounts .............     12,992      9,919 (a)   (9,159) (b)    13,752
Valuation allowance on deferred tax asset (c)       --      209,936         --          209,936


<FN>
------------------------------------------------------------------------------------------------
(a)  Charged to costs and expenses.
(b)  Accounts deemed uncollectable.
(c)  SFAS 109 "Accounting for Income Taxes" adopted September 26, 1993.
</FN>
</TABLE>




<PAGE>


                                    EXHIBITS

Index to Exhibits.


3.   (a) Restated  Certificate  of  Incorporation  of the  company,  as amended,
     including the company's  Certificate of Designation dated October 17, 1986,
     previously  filed as Exhibit 3(a) to the  company's  Annual  Report on Form
     10-K for the fiscal year ended  September 27, 1986,  which is  incorporated
     herein by reference.

     (b) Amendment to Certificate of Incorporation of the company, filed January
     29, 1987,  previously filed as Exhibit 3 to the company's  Quarterly Report
     on Form 10-Q for the quarter  ended March 28, 1987,  which is  incorporated
     herein by reference.

     (c) By-Laws of the company, as amended.

4.   (a) Indenture  dated as of September 15, 1977 between the company and State
     Street Bank and Trust Company  (purchased from Fleet Bank of Massachusetts,
     formerly  Bank of New England and formerly New England  Merchants  National
     Bank),  as Trustee,  which  relates to the  company's  8-3/8%  Sinking Fund
     Debentures  Due 2002,  previously  filed as  Exhibit  2.2 to the  company's
     Registration  Statement on Form S-7, Registration Number 2-59710,  which is
     incorporated herein by reference.

     (b) Rights  Agreement  Renewed and  Restated as of October 19, 1996 between
     the company and The Bank of New York, as Rights Agent,  previously filed on
     June 27, 1996,  as Exhibit 1 to the  company's  Amendment  to  Registration
     Statement on Form 8-A/A, which is incorporated herein by reference.

     (c)  Indenture,  dated as of June 1, 1991,  between  the  company and Fleet
     National  Bank,  as  Trustee,   which  relates  to  the  company's   7-3/4%
     Convertible  Subordinated  Debentures due 2001, previously filed as Exhibit
     4(d) to Amendment No. 2 to the company's Registration Statement on Form S-3
     (No. 33- 40817), which is incorporated herein by reference.

10.  (a) Restricted Stock Option Plan,  Appendix A to the prospectus included in
     the  company's  Registration  Statement  on Form S-8,  Registration  Number
     33-19759, which is incorporated herein by reference.

     (b) Forms of Restricted Stock Option Agreement, previously filed as Exhibit
     10(b) to the company's Annual Report on Form 10-K for the fiscal year ended
     September 29, 1990, which is incorporated herein by reference.

     (c) Form of Amendment to  Restricted  Stock  Option  Agreement,  previously
     filed as Exhibit 10(b) to the company's  Quarterly  Report on Form 10-Q for
     the quarter ended June 25, 1988, which is incorporated herein by reference.

     (d) Form of Amendments to Key Executive Restricted Stock Option Agreements,
     previously filed as Exhibit 10(b) to the company's Quarterly Report on Form
     10-Q for the quarter ended March 25, 1989, which is incorporated  herein by
     reference.

     (e) Form of Amended and Restated Restricted Stock Option Agreement, between
     the company and Ronald L. Skates,  previously filed as Exhibit 10(f) to the
     company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 25,
     1989, which is incorporated herein by reference.



<PAGE>


     (f) Form of Amendment to Restricted  Stock Option  Agreements,  between the
     company and  Frederick R. Adler,  previously  filed as Exhibit 10(g) to the
     company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 25,
     1989, which is incorporated herein by reference.

     (g) Amendment to Restricted and Employee Incentive Stock Option Agreements,
     between  the  company  and  Ronald L.  Skates,  dated  November  14,  1988,
     previously  filed as Exhibit 10(e) to the  company's  Annual Report on Form
     10-K for the fiscal year ended  September 24, 1988,  which is  incorporated
     herein by reference.

     (h) Forms of Incentive Stock Option Agreement,  previously filed as Exhibit
     10(d) to the company's Annual Report on Form 10-K for the fiscal year ended
     September 26, 1987, which is incorporated herein by reference.

     (i) Form of Amendment to Employee Stock Option Agreement,  previously filed
     as Exhibit  10(a) to the  company's  Quarterly  Report on Form 10-Q for the
     quarter ended June 25, 1988, which is incorporated herein by reference.

     (j) Form of Amended and Restated Employee Stock Option  Agreement,  between
     the company and Ronald L. Skates,  previously filed as Exhibit 10(e) to the
     company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 25,
     1989, which is incorporated herein by reference.

     (k) Form of Amendments to Key Executive Stock Option Agreements, previously
     filed as Exhibit 10(c) to the company's  Quarterly  Report on Form 10-Q for
     the  quarter  ended  March  25,  1989,  which  is  incorporated  herein  by
     reference.

     (l) Non-Employee  Director  Restricted Stock Option Plan, Appendix A to the
     prospectus  included in the company's  Registration  Statement on Form S-8,
     Registration Number 2-91481, which is incorporated herein by reference.

     (m)  Form of  Non-Employee  Director  Restricted  Stock  Option  Agreement,
     previously  filed as Exhibit 10(n) to the  company's  Annual Report on Form
     10-K for the fiscal year ended  September 29, 1990,  which is  incorporated
     herein by reference.

     (n) Form of  Employment  Agreement  between the  company and its  full-time
     officers,  previously  filed as Exhibit  10(a) to the  company's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  March  25,  1989,  which is
     incorporated herein by reference.

     (o) Form of  Indemnity  Agreement  between the company and its officers and
     directors, previously filed as Exhibit 10 to the company's Quarterly Report
     on Form 10-Q for the quarter  ended March 28, 1987,  which is  incorporated
     herein by reference.

     (p) Form of  Amendment  dated  September  1, 1993,  to  various  Employment
     Agreements between the company and its full-time officers, previously filed
     as Exhibit 10(u) to the company's Annual Report on Form 10-K for the fiscal
     year ended September 25, 1993, which is incorporated herein by reference.

     (q) Data General Corporation  Supplemental Retirement Benefit Plan dated as
     of  October  1,  1989,  between  the  company  and its  highly  compensated
     employees, previously filed as Exhibit 10(x) to the company's Annual Report
     on Form  10-K for the  fiscal  year  ended  September  24,  1994,  which is
     incorporated herein by reference.


<PAGE>



     (r) Form of Supplemental  Pension and Retiree Medical Agreement dated as of
     December 7, 1994,  between the company and it's current president and Chief
     Executive  Officer,  previously  filed as  Exhibit  10(y) to the  company's
     Annual  Report on Form 10-K for the fiscal year ended  September  24, 1994,
     which is incorporated herein by reference.

     (s) 1994 Employee Director Stock Option Plan,  Appendix A to the prospectus
     included in the company's  Registration Statement on Form S-8, Registration
     Number 33-53039, which is incorporated herein by reference.

     (t) Form of 1994 Non-Employee  Director Stock Option Agreement,  previously
     filed as Exhibit 10(bb) to the company's Annual Report on Form 10-K for the
     fiscal year ended  September  24,  1994,  which is  incorporated  herein by
     reference.

     (u) Form of  Letter  of  Credit  and  Reimbursement  Agreement  dated as of
     December  21,  1994,  previously  filed  as  Exhibit  10 to the  company's'
     Quarterly  Report on Form 10-Q for the quarter  ended  December  24,  1994,
     which is incorporated herein by reference.

     (v) Employee  Qualified  Stock Purchase Plan,  Appendix A to the prospectus
     included in the company's  Registration Statement on Form S-8, Registration
     Number 33-53041, which is incorporated herein by reference.

     (w) Employee Stock Option Plan,  Appendix A to the  prospectus  included in
     the  company's  Registration  Statement  on Form S-8,  Registration  Number
     33-58237, which is incorporated herein by reference.

     (x) Amendment  dated October 9, 1995 to Letter of Credit and  Reimbursement
     Agreement,   changing  the  Consolidated  Tangible  Net  Worth  limitation,
     previously  filed as Exhibit 10(dd) to the company's  Annual Report on Form
     10-K for the fiscal year ended  September 30, 1995,  which is  incorporated
     herein by reference.

     (y) 1996  Fiscal  Year  Bonus  Opportunity  for  Chief  Executive  Officer,
     previously  filed as Exhibit 10(ee) to the company's  Annual Report on Form
     10-K for the fiscal year ended  September 30, 1995,  which is  incorporated
     herein by reference.

     (z) Amendment dated December 10, 1995 to Letter of Credit and Reimbursement
         Agreement.

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

13.  Annual report to stockholders for the fiscal year ended September 28, 1996,
     certain portions of which have been incorporated herein by reference.

21.  Subsidiaries of the registrant.

23.  Consent of independent accountants.

       Exhibits, other than those incorporated by reference,  have been included
in copies of this Report  filed with the  Securities  and  Exchange  Commission.
Stockholders  of the company will be provided with copies of these exhibits upon
written request to the company.