EXHIBIT 10  (ff)

         THIS  AMENDMENT NO. 2 TO CREDIT  AGREEMENT  (this  "Agreement")  is
made and entered into as of this 28th day of August,  1998 among:

         DATA  GENERAL  CORPORATION,   a  Delaware   corporation   ("Borrower"),
NATIONSBANK, NATIONAL ASSOCIATION, a national banking association formerly known
as NationsBank of Texas, National  Association,  THE BANK OF NEW YORK, and FLEET
NATIONAL  BANK,  formerly  known  as Fleet  Bank of  Massachusetts,  N.A,  (each
individually, a "Lender" and collectively, the "Lenders"); and

         NATIONSBANK,  NATIONAL  ASSOCIATION,  a  national  banking  association
formerly known as NationsBank of Texas, National Association, in its capacity as
agent for the Lenders (in such capacity, the "Agent");

                              W I T N E S S E T H:

         WHEREAS,  the  Borrower,  the Lenders and the Agent have entered into a
Credit  Agreement  dated as of September 30, 1997,  as amended  pursuant to that
certain  Amendment  No. 1 to Credit  Agreement  dated as of January 28, 1998 (as
amended  and  from  time  to  time  hereafter   amended,   restated,   modified,
supplemented,  replaced  or  amended  and  restated,  the  "Credit  Agreement"),
pursuant  to which  the  Lenders  agreed  to make a  Revolving  Credit  Facility
available to the Borrower; and

         WHEREAS,  the  Borrower  has  requested  that the Credit  Agreement  be
amended in the manner set forth herein and the Agent and the Lenders are willing
to agree to such amendment, effective immediately after the effectiveness of the
Assignment  and  Acceptances  of even date  herewith by and between  each of the
Lenders and certain other financial institutions;

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and the
fulfillment  of the  conditions  set forth herein,  the parties hereto do hereby
agree as follows:

         1. Definitions.  Any  capitalized  terms used herein without 
definition  shall have the meaning set forth in the Credit Agreement.

         2. Amendment. Subject to the terms and conditions set forth herein, the
Credit Agreement is hereby amended as follows:

                  (a) Section 1.1 of the Credit  Agreement is hereby  amended by
         deleting in its  entirety the  definition  of  "Applicable  Margin" and
         inserting in lieu thereof the following:

                           "Applicable  Margin" means that percent per annum set
                  forth  below,  which  shall  be based  upon  the  Consolidated
                  Leverage Ratio for the Four-Quarter Period most recently ended
                  as specified below:


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                                Applicable Margin

Consolidated                   Eurodollar Rate and
Leverage Ratio                 Letter of Credit Fee     Base Rate     Commitment
                                                                      Fee
--------------                 --------------------     ---------     ----------
(a)Less than .75 to 1.00              0.875%                 0%          .250%

(b)Less than 1.50 to 1.00
   but greater than or equal
   to .75 to 1.00                    1.1250%                 0%          .350%

(c)Less than 2.25 to 1.00
   but greater than or equal
   to 1.50 to 1.00                    1.250%                 0%          .375%

(d)Less than 2.75 to 1.00
   but greater than or equal
   to 2.25 to 1.00                    1.375%              .250%          .500%

(e)Greater than or equal
   to 2.75 to 1.00                    1.500%              .250%          .625%

                  The Applicable  Margin shall be established at the end of each
                  fiscal quarter of the Borrower (each, a "Determination Date").
                  Any   change  in  the   Applicable   Margin   following   each
                  Determination   Date  shall  be  determined   based  upon  the
                  computations  set forth in the  certificate  furnished  to the
                  Agent pursuant to Section  7.1(a)(ii)  and Section  7.1(b)(ii)
                  hereof, subject to review and approval of such computations by
                  the Agent, and shall be effective  commencing on the date such
                  certificate  is  received  until  the  date  on  which  a  new
                  certificate is delivered;  provided  however,  if the Borrower
                  shall fail to  deliver  any such  certificate  within the time
                  period  required by Section 7.1  hereof,  then the  Applicable
                  Margin shall be 1.500% for  Eurodollar  Rate Loans and the fee
                  for Letters of Credit under Section 4.3 hereof, .250% for Base
                  Rate  Loans and .625% for the  Commitment  Fee,  in each case,
                  from the date such  certificate  was required to be delivered,
                  until the  appropriate  certificate is so delivered.  Further,
                  notwithstanding the foregoing,  the Applicable Margin shall be
                  1.375% for  Eurodollar  Rate Loans and the fee for  Letters of
                  Credit,  0.250%  for  Base  Rate  Loans  and  0.500%  for  the
                  Commitment  Fee from the Closing Date until the earlier of (i)
                  the date on which the  certificate  for the period ending June
                  30, 1999 is  delivered or (ii) a  certificate  is furnished to
                  the Agent that  demonstrates a Consolidated  Leverage Ratio of
                  not more than 2.25 to 1.00. For purposes of this definition of
                  "Applicable  Margin" only,  the  Consolidated  Leverage  Ratio
                  shall be calculated without consideration of the final proviso
                  of the  definition of  "Consolidated  EBITDA"  relating to the
                  $135,000,000  worldwide  restructuring  charge  taken  by  the
                  Borrower in its third fiscal quarter of 1998.

                  (b) Section 1.1 of the Credit  Agreement is hereby  amended by
         deleting in its entirety the  definition of  "Consolidated  EBITDA" and
         inserting in lieu thereof the following:

                           "Consolidated  EBITDA"  means,  with  respect  to the
                  Borrower  and its  Subsidiaries  for any  Four-Quarter  Period
                  ending on the date of computation thereof, the sum of, without
                  duplication,  (i) Consolidated Net Income,  (ii)  Consolidated
                  Interest Expense,  (iii) taxes on income,  (iv)  amortization,
                  and (v) depreciation,  all determined on a consolidated  basis
                  in  accordance  with  GAAP  applied  on  a  Consistent  Basis;
                  provided,  however,  that for each of the  first  four  fiscal
                  quarters   following  any  Acquisition,   the  calculation  of
                  Consolidated EBITDA for each Four-Quarter Period ending on the
                  last  day of  each  such  fiscal  quarter  shall  include  the
                  historical financial  performance of the acquired business for
                  that portion of such  Four-Quarter  Period  occurring prior to
                  such Acquisition;  and provided further,  however, that solely
                  for  purposes  of  calculating  Consolidated  EBITDA  for  any
                  Four-Quarter Period which includes the Borrower's third fiscal
                  quarter of 1998,  the Borrower shall include in the definition
                  of Consolidated Net Income in clause (i) above that portion of
                  the  $135,000,000   worldwide   restructuring  charge  against
                  earnings taken by the Borrower during the third fiscal quarter
                  of  1998  that  does  not  constitute   Consolidated  Interest
                  Expense,  taxes on income,  depreciation  or  amortization  in
                  clauses (ii) through (v) above.

                  (c) Section 1.1 of the Credit  Agreement is hereby  amended by
         deleting in its entirety the definition of  "Consolidated  Fixed Charge
         Ratio" and inserting in lieu thereof the following:

                           "Consolidated Fixed Charge Ratio" means, with respect
                  to the  Borrower  and its  Subsidiaries  for any  Four-Quarter
                  Period ending on the date of computation thereof, the ratio of
                  (i) Consolidated  EBITDA plus  Consolidated  Lease Expense for
                  such  period,  to (ii)  Consolidated  Fixed  Charges  for such
                  period.

                  (d) Section 1.1 of the Credit  Agreement is hereby  amended by
         inserting in the proper alphabetical order the following  definition of
         "Consolidated Lease Expense":

                           "Consolidated  Lease Expense" means,  with respect to
                  any period of computation  thereof,  the gross expense related
                  to or  arising  out of the  leases  of the  Borrower  and  its
                  Subsidiaries for such period,  whether or not characterized as
                  rent,   excluding   expenses  in  respect  of  Capital  Leases
                  constituting  Indebtedness,  all  determined on a consolidated
                  basis in accordance with GAAP applied on a Consistent Basis.

                  (e) Section 1.1 of the Credit  Agreement is hereby  amended by
         deleting in its  entirety the  definition  of "Total  Revolving  Credit
         Commitment" and inserting in lieu thereof the following:

                           "Total Revolving Credit Commitment" means a principal
                  amount equal to  $45,000,000,  as reduced from time to time in
                  accordance with Section 2.7 hereof.

                  (f) Section  8.1(a) of the Credit  Agreement is hereby deleted
         in its entirety  and the  following  new Section  8.1(a) is inserted in
         replacement thereof:

                       (a)Consolidated  Leverage Ratio.  Permit at any time
                  during any  Four-Quarter  Period of the Borrower, the
                  Consolidated Leverage Ratio to be greater than 3.00 to 1.00.

                  (g) Section  8.1(b) of the Credit  Agreement is hereby deleted
         in its entirety  and the  following  new Section  8.1(b) is inserted in
         replacement thereof:

                      (b)Consolidated  Fixed Charge Ratio.  Permit at any
                  time  during  any  Four-Quarter  Period  of the  Borrower  the
                  Consolidated Fixed Charge Ratio to be less than 2.25 to 1.00.

                  (h)Section 8.1 of the Credit Agreement is hereby amended by
         inserting the following new Section 8.1(e):
                                                                       
                           (e) Consolidated Cash and Eligible Securities. Permit
                  at any  time the sum of cash and  Eligible  Securities  of the
                  Borrower and its  Subsidiaries  on a consolidated  basis to be
                  less than the sum of (i) Letter of Credit  Outstandings,  (ii)
                  Revolving Credit Outstandings and (iii) $30,000,000.00.

         3. Representations and Warranties. In order to induce the Agent and the
Lender to enter into this Agreement, the Borrower represents and warrants to the
Agent and the Lenders as follows:

                  (a) The  representations  and  warranties  made by Borrower in
         Article VI of the Credit  Agreement  are true and  correct on and as of
         the date  hereof,  except to the extent that such  representations  and
         warranties  expressly  relate to an earlier  date and  except  that the
         financial  statements  referred  to in  Section  6.6(a)  of the  Credit
         Agreement  shall  be  deemed  to be  those  financial  statements  most
         recently delivered to the Agent and the Lenders pursuant to Section 7.1
         of the Credit Agreement;

                  (b)  There  has  been  no  material   adverse  change  in  the
         condition,   financial   or   otherwise,   of  the   Borrower  and  its
         Subsidiaries,  taken as a  whole,  since  the  date of the most  recent
         financial reports of the Borrower received by the Agent and the Lenders
         under Section 7.1(a) of the Credit Agreement, other than changes in the
         ordinary course of business;

                  (c)  The  business  and  properties  of the  Borrower  and its
         Subsidiaries, taken as a whole, are not, and since the date of the most
         recent financial  report of the Borrower and its Subsidiaries  received
         by the  Agent  and the  Lenders  under  Section  7.1(a)  of the  Credit
         Agreement,  have not been, adversely affected in any substantial way as
         the  result  of any  fire,  explosion,  earthquake,  accident,  strike,
         lockout,  combination of workers,  flood, embargo,  riot, activities of
         armed forces,  war or acts of God or the public enemy,  or cancellation
         or loss of any major contracts; and

                  (d) No event has occurred and is continuing which constitutes,
         and no condition  exists which upon the consummation of the transaction
         contemplated hereby would constitute,  a Default or an Event of Default
         on the part of the Borrower under the Credit Agreement.

         4. Conditions To Close. The  effectiveness of this Amendment  Agreement
is subject to the following:

                  (a) The Agent shall have received  seven (7)  counterparts  of
         this Amendment Agreement complete with all addenda and duly executed by
         all signatories hereto; and

                  (b) The  Lenders  shall  have each  received  payment of a fee
         equal to 0.05% of the Total Revolving Credit  Commitment,  after giving
         effectiveness to this Amendment Agreement.

         5. Entire Agreement. This Agreement sets forth the entire understanding
and agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior  negotiations  and agreements among the parties relative to
such subject matter.

         6. Full Force and Effect of  Agreement.  Except as hereby  specifically
amended, modified or supplemented,  the Credit Agreement and all other Letter of
Credit  Documents  are hereby  confirmed  and ratified in all respects and shall
remain in full force and effect according to their respective terms.

         7.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  each of which  shall be deemed an  original  as against any party
whose signature appears thereon,  and all of which shall together constitute one
and the same instrument.

         8. Governing  Law. This Agreement  shall in all respects be governed by
the laws and judicial decisions of the State of New York.

         9.  Enforceability.  Should any one or more of the  provisions  of this
Agreement be determined to be illegal or  unenforceable as to one or more of the
parties hereto,  all other  provisions  nevertheless  shall remain effective and
binding on the parties hereto.

         10. Credit  Agreement.  All  references in any of the Loan Documents to
the Credit Agreement shall mean the Credit Agreement as amended hereby.

                                              [Signature page follows.]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed  by their duly  authorized  officers,  all as of the day and year
first above written.

                       BORROWER:

                       DATA GENERAL CORPORATION

                       By:      /s/ Robert C. McBride                       
                       Name:             Robert C. McBride         
                       Title:            Vice President; Treasurer 


                       AGENT:

                       NATIONSBANK, NATIONAL ASSOCIATION, as Agent for the
                       Lenders

                       By:      /s/ Yousuf Omar                    
                       Name:             Yousuf Omar                        
                       Title:            Senior Vice President              


                       LENDERS:

                       NATIONSBANK, NATIONAL ASSOCIATION

                       By:      /s/ Yousuf Omar                    
                       Name:             Yousuf Omar                        
                       Title:            Senior Vice President              


                       THE BANK OF NEW YORK

                       By:      /s/ David C. Judge                          
                       Name:             David C. Judge            
                       Title:            Senior Vice President              


<PAGE>




                       FLEET NATIONAL BANK

                       By:      /s/ Scott D. Wheelock                       
                       Name:             Scott D. Wheelock         
                       Title:            Vice President