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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 26, 1998
                                       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 
       incorporation or organization)               Identification Number)      

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 
-------------------------------                    -----------------------
    (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 [   ].

     Aggregate market value of common stock held by non-affiliates of the 
registrant, as of November 30, 1998: $903,394,588

     Number of shares outstanding of each of the registrant's  classes of common
stock, as of November 30, 1998:

     Common Stock, par value $.01                   49,842,460
     ----------------------------                 --------------
        (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  26,  1998.  
Part III - Portions of registrant's Proxy Statement dated December 17, 1998.
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<PAGE>
AViiON,  CLARalert,  CLARiiON,  Cluster-in-a-Box,  DG/UX,  DG/ViiSION,  ECLIPSE,
Navisphere,  and VALiiANT are  registered  trademarks;  AVFlex,  DG/UX  Cluster,
Exchange-in-a-Box,  Multidimensional  Storage  Architecture,  NTerprise Manager,
QuickClusters,  TermServer-in-a-Box,  and THiiN are  trademarks;  and OMNiiCARE,
NTAlert and REPAIRiiON are service marks of Data General Corporation. Intel, the
Intel Inside logo and Pentium are registered  trademarks and Xeon is a trademark
of Intel  Corporation.  Microsoft  and Windows NT are  registered  trademarks of
Microsoft Corporation.

All other brand and product names may be trademarks or registered  trademarks of
their respective holders. 

<PAGE>
                                  PART I

Item 1.  Business.

         Data  General,  incorporated  in Delaware on April 15,  1968,  designs,
manufactures,  markets and supports a family of open computer systems  including
servers and mass storage products.  As used herein, the terms "Data General" and
the "Company" mean Data General  Corporation,  and, unless otherwise  indicated,
its consolidated subsidiaries.

         The Company's products provide solutions for high-performance  customer
applications  such as  database  management,  transaction  processing,  decision
support,    accounting   and   finance,    healthcare    information    systems,
telecommunications and video storage,  manufacturing planning and control, human
resources  management  and data  warehousing.  The Company  focuses on providing
enterprise-level solutions for businesses of all sizes, healthcare providers and
government agencies, and has a worldwide sales, service and support network.

         Data  General,  founded  as a  minicomputer  company,  has a history of
technology  leadership in the computer industry. In 1988, the Company recognized
the impact which commodity microprocessors would have on proprietary systems and
on the overall economics of the computer business.  To capitalize on this trend,
in 1989 Data General introduced the AViiON line of open systems, and in 1991 the
Company brought to market its first  high-availability  RAID (Redundant Array of
Inexpensive  Disks)  storage  systems.  During fiscal 1998,  AViiON  servers and
CLARiiON  mass  storage  products  constituted  approximately  89 percent of the
Company's product revenues.


Strategy.

         Data General's objective is to be a worldwide leader in open server and
mass storage products. The key elements of the Company's strategy are to:

         Develop Value-Added and Innovative Systems  Technologies.  Data General
develops  value-added  and innovative  systems  technologies  to provide a broad
spectrum of business-critical,  enterprise  solutions.  The Company believes its
competitive  position  is  strengthened  by  the  differentiating  features  and
enhancements   that  it  provides  by  leveraging  its  design  and  engineering
competencies with low cost commodity  components and subassemblies,  world class
manufacturing and the expertise of its suppliers.

         Maintain  Technology  Leadership.  Data General  intends to continue to
identify  market  opportunities  and  rapidly  deliver  advanced   technological
products   that  provide   scalability,   connectivity   and   price/performance
advantages.  The Company believes that its ability to combine open  technologies
with its own expertise in advanced systems  architecture  design,  manufacturing
processes,  project  management  and  product  development  provides  it  with a
competitive advantage and enables it to be early to market with key products. In
1997 and 1998, the Company  introduced next generation  technologies,  including
AViiON NT Cluster-in-a-Box,  TermServer-in-a-Box,  AV 20000 and AV 25000 servers
based on Non-Uniform Memory Architecture  ("NUMA"),  and CLARiiON Fibre Channel-
based storage systems, to meet the future computing and information access needs
of its customers.
<PAGE>
         Utilize Multi-Channel Distribution and Strategic Alliances. The Company
plans to  continue  using  multiple  channels  of  distribution  to  expand  its
worldwide  market for enterprise  server and storage  solutions.  In addition to
expanding  its direct sales force,  the Company  intends to continue to leverage
and  expand  its  extensive  network  of  value-added  resellers  and its strong
original  equipment  manufacturers  ("OEM") and other  third-party  distribution
relationships  such as those with Dell,  Hewlett-Packard,  NEC, Silicon Graphics
and Storage  Technology.  Because  enterprise  customers  often seek  integrated
solutions,  Data  General has  developed  relationships  with such  companies as
Intel,  Microsoft,  Oracle,  Informix,  PeopleSoft,  SAP, Baan, HBO and Company,
Meditech, and other selected component and software suppliers.

         Provide Superior Customer Service and Support.  Data General intends to
continue to provide superior customer service and support.  Enterprise customers
often require 24-hour,  seven-day-a-week  support,  and prefer a single point of
contact to ensure integrated hardware and software support and maintenance. This
level of service is often a key factor in  selection  of a systems  vendor.  The
Company believes that providing  comprehensive,  responsive  service and support
gives it a competitive  advantage and is a differentiating  factor in developing
and maintaining customer relationships.


Products and Technologies.

         Server Business

         AViiON computers  function as servers and multi-user systems for a wide
variety  of  applications   providing  solutions  for  businesses  ranging  from
departments and small businesses 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 AViiON family of computer systems
includes two series:  the newest series of AViiON  servers,  introduced in 1995,
based on the Intel microprocessor architecture; and an earlier series, available
since 1989, based on Reduced Instruction Set Computing ("RISC")  microprocessors
from Motorola. AViiON now has an installed base of approximately 56,000 systems.
In fiscal 1998, revenues from the AViiON family were approximately $542 million.
Intel  processor-based  AViiON servers presently constitute the vast majority of
AViiON revenues.

         The  Intel processor-based  AViiON product family  includes  enterprise
servers,  high-end  departmental  and PC servers,  and  desk-side  servers.  The
Company's   enterprise   servers   combine  high   performance   with  extensive
reliability,  availability and serviceability features typically found on larger
computers.  Together with a scalable and expandable design,  these features make
AViiON servers suitable platforms for business-critical  commercial applications
from  independent  software  vendors such as SAP,  Baan,  PeopleSoft and Oracle.
These  servers  support  several  operating  systems  and are capable of running
applications from leading suppliers of databases,  languages,  office automation
and industry applications packages. Intel processor-based AViiON servers support
the  Microsoft  Windows NT Server  operating  system,  the SCO UnixWare  System,
various other open  operating  systems,  and the DG/UX  operating  system,  Data
General's commercial implementation of the UNIX operating system.

         During 1997,  the Company  introduced  the AV 20000 family and in 1998,
the AV 25000 family of  high-performance  systems  based on Intel  Standard High
Volume  ("SHV")  server  boards  and NUMA  architecture.  This  class of product
extends  the high  end of the  AViiON  product  line and  enables  customers  to
capitalize  on  their  existing  investments  in  applications  written  for SMP
(symmetric  multiprocessing)  systems.  AViiON NUMA systems are sold by the Data
General sales force and by channel distribution partners.
<PAGE>
         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 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.  The Company's new products and revisions to
existing products have typically resulted in improved  price/performance  ratios
for its customers.

         AViiON servers and related systems,  including  personal  computers and
earlier generation  ECLIPSE MV computers,  represented 43% of consolidated total
revenues  for the year ended  September  26,  1998,  42% of  consolidated  total
revenues for the fiscal year ended  September 27, 1997, and 43% of  consolidated
total revenues for the fiscal year ended September 28, 1996.

         Storage Business

         The CLARiiON  division  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 market to high-capacity,  high-availability arrays for
enterprise storage  applications.  CLARiiON mass storage disk arrays support the
UNIX  operating  system,  Windows NT Server,  SCO UnixWare and OS/2,  as well as
Novell  NetWare.  CLARiiON  products  operate  on a wide  range of open  systems
computing platforms,  including systems from IBM, Compaq/Digital  Equipment, Sun
Microsystems, Dell, Hewlett-Packard,  Sequent and Silicon Graphics. The majority
of CLARiiON  revenues are derived through OEM  relationships  with major systems
vendors and storage suppliers.  However, CLARiiON products are also sold through
CLARiiON's direct sales force and through systems  integrators and distributors.
Approximately 75,000 CLARiiON systems have been shipped since 1991.

         In the past two years,  the Company  introduced and began  delivering a
new generation of CLARiiON products based on "Fibre Channel"  technology.  Fibre
Channel technology has distinct  advantages over SCSI technology,  which is used
in the existing  generation of CLARiiON and competitive  storage systems.  Fibre
Channel advantages include increased  bandwidth,  enabling the movement of up to
five times as much data, and greater scalability,  permitting use of much larger
disk arrays.  Fibre Channel technology will also allow a significant increase in
the permitted distance between servers and CLARiiON storage devices.

         Data General believes that Fibre  Channel-based  CLARiiON products will
provide the Company with  opportunities  for incremental  revenues with existing
customers as the new Fibre Channel  architecture  emerges to complement existing
SCSI  products.  The Company  believes that Fibre Channel  technology  also will
permit the Company to pursue new  applications  and to expand its sales into new
markets such as telecommunications and video.
<PAGE>
         Storage revenues represented 28% of consolidated total revenues for the
year ended September 26, 1998, 33% of consolidated total revenues for the fiscal
year ended  September 27, 1997, and 27% of  consolidated  total revenues for the
fiscal year ended September 28, 1996.

         Contract Manufacturing, Repair and Logistics

         Data General also provides contract  manufacturing services through the
VALiiANT  business unit, and product repair and logistics  services  through the
REPAIRiiON business unit. Both units 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 world class  manufacturing  and product repair
capabilities,  the Company believes VALiiANT and REPAIRiiON provide Data General
with opportunities to realize incremental revenues and profits.


Services.

         Data  General  offers  services  and  support in three  primary  areas:
customer service, professional services and customer training. Customer services
consist of maintenance of computer and computer peripheral  products,  on both a
contract and time-and-materials basis. The Company's professional services focus
on providing customer-specific solutions, such as the development of specialized
applications, configuration and installation of computer and network systems and
applications, and system migration, rehosting, and database implementation.  The
Company  also offers over 250 course  titles of basic and  advanced  information
technology training.

         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  majority  of the  Company's  service  revenues  are related to the
Company's  AViiON  systems  business.   Service  revenues   represented  27%  of
consolidated  total  revenues  for the year ended  September  26,  1998,  25% of
consolidated  total  revenues for the fiscal year ended  September 27, 1997, and
30% of consolidated total revenues for the fiscal year ended September 28, 1996.


Marketing and Distribution.

         The Company has two major  divisions that are responsible for sales and
marketing:  AViiON  Enterprise  Server  Division and CLARiiON  Advanced  Storage
Division.  The Company uses multiple  distribution  channels,  including  direct
sales, mass merchandising, reseller channels, and OEM sales. Sales divisions are
structured to cover the following  major  geographic  areas:  the United States,
Europe,  Asia/Pacific,  Canada, and Latin America.  The Company also has a sales
division dedicated to the healthcare market.
<PAGE>
         The Company sells its AViiON systems directly to end users by its sales
force of  approximately  900 sales  representatives  and systems  engineers.  In
addition  the  Company  uses  indirect  channels  such as  systems  integrators,
software suppliers,  distributors and industry-specific VARs to broaden sales of
its AViiON products into many specialized markets.

         The  Company's   CLARiiON  Advanced  Storage  Division  uses  primarily
third-party  distribution  channels such as OEMs,  distributors  and VARs. Major
customers include Dell,  Hewlett-Packard,  NEC, Sequent,  Silicon Graphics,  and
Storage  Technology.  The Company is also  expanding its sales force to increase
sales of CLARiiON directly to end users.

         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.

         The largest  single  customer  during fiscal 1998 was  Hewlett-Packard,
which purchases  primarily CLARiiON storage systems for resale to its customers.
Hewlett-Packard accounted for 13% of consolidated total revenues in fiscal 1998.
The Company did not have any other customers with revenues  exceeding 10% of the
Company's consolidated total revenues during fiscal 1998. 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
has shifted more towards industry-standard  systems, the average time from order
date to shipment date has decreased.  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 is not  material to an
understanding of the Company's business.

<PAGE>

Organization and Structure.

         The  Company  has  two  primary  divisions:  AViiON  Enterprise  Server
Division and CLARiiON Advanced Storage  Division.  These divisions are supported
by  centralized   operations  for  Manufacturing   and  Services,   Finance  and
Administration, and Corporate Marketing.

         The  AViiON  Enterprise  Server  Division  includes  sales,  marketing,
development,  and professional  services activities.  Worldwide sales operations
are  responsible  for direct sales and reseller  channels.  Sales  divisions are
structured to cover the following  major  geographic  areas:  the United States,
Europe,  Asia,  the  Pacific  Rim,  Canada,  and Latin  America.  The  Worldwide
Healthcare  Division is  responsible  for sales and marketing  activities in the
healthcare  market.  The Company's  AViiON  Marketing  activities are focused on
providing   enterprise  software  solutions.   Professional   Services  provides
customers with complete services to design,  implement,  and support  commercial
computing  environments.  The Company's Open Systems Training  business provides
lecture/lab  courses,  on-site training,  and computer and video based training,
and  is a  Microsoft  Authorized  Technical  Education  Center  and  offers  the
Microsoft Certified Professional Program.

         The CLARiiON  Advanced  Storage Division is responsible for development
and marketing of the Company's  CLARiiON  family of open mass storage  products.
The  division  includes  organizations  focused on OEM sales,  Solutions  sales,
marketing, product engineering, services, and advanced research and development.

         The Manufacturing,  Customer Service, and Information  Management Group
("IMG") organization encompasses several functions. Manufacturing 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  and  REPAIRiiON  repair and
logistics  business  units;  for  Customer  Order  Fulfillment;  and for overall
corporate quality assurance.  Customer Service  encompasses the Customer Support
Center,  field engineering and other technical services.  IMG is responsible for
the Company's information management technology and operations.

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

         Corporate   Marketing  is  responsible  for  increasing  the  Company's
visibility and awareness through public relations, advertising,  tradeshows, and
a number of marketing and lead  generation  activities  spanning both the AViiON
and CLARiiON divisions.


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 microprocessors and gate arrays, in order
to achieve desired system  performance.  These components are typically based on
the manufacturer's proprietary underlying technology.
<PAGE>
         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  significant problems with either the quality or the
sources and availability of materials.


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.


Competition.

         The computer  industry has been  characterized  by rapid  technological
change,  product  improvement,  and price  reductions.  During fiscal 1998,  the
Company experienced revenue growth in the AViiON business due to increased sales
of Intel  processor-based  servers,  particularly for Microsoft Windows NT-based
applications,  and revenue decline in the CLARiiON  storage  business due to the
transition  from  SCSI-based  systems to new Fibre  Channel-based  systems.  The
Company believes that the CLARiiON transition to Fibre Channel-based  systems 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.
<PAGE>
         The Company's AViiON systems have become increasingly competitive since
they were  introduced in fiscal 1989.  The Company  believes its AViiON  systems
compete  favorably  with  standards-based  systems  from other  industry-leading
vendors  based upon a wide range of features  and  performance,  including  high
availability  and  clustering;  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.

         The Company  believes its 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.  The CLARiiON  product  supports  leading open
systems platforms, including Hewlett-Packard, IBM/AIX, Microsoft Windows NT, and
Sun  Microsystems.  The  Company  believes  it is a leader in  developing  Fibre
Channel-based storage products.


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 $118.7  million in fiscal 1998,  $110.0
million in fiscal 1997, and $98.0 million in fiscal 1996. Gross  expenditures on
research  and  development  and  software  development  in fiscal  1998,  before
capitalization,  increased 5% compared to fiscal 1997.  Research and development
work  contracted to third parties during fiscal 1997 was  insignificant.  During
fiscal 1998,  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 high-end  computer systems and Fibre
Channel storage systems.

         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,  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 in  material
compliance  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 4,700 employees as of September 26, 1998,
compared with 5,100  employees as of September 27, 1997, and 4,900  employees as
of  September  28,  1996.  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   38%  of
consolidated  total  revenues in fiscal  1998,  and 37% and 40% of  consolidated
total  revenues  in fiscal  1997 and 1996,  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 40 of the  Company's  Annual  Report  to
Stockholders for the fiscal year ended September 26, 1998.

<PAGE>

                                  RISK FACTORS

This Annual  Report on Form 10-K  contains  certain  forward-looking  statements
within the meaning of Section 27A of the  Securities  Act and Section 21E of the
Exchange Act.  Actual results could differ  materially  from those  projected or
contemplated  in the  forward-looking  statements  as a result of certain of the
risk factors set forth below and  incorporated  by reference in this Report.  In
addition to the other  information  contained and  incorporated  by reference in
this Report,  the  following  risk  factors  should be  considered  carefully in
evaluating the Company and its business.


Changing Technologies.

         To compete  effectively  in the server and mass  storage  markets,  the
Company must  continue to introduce  new products and features  that address the
needs and preferences of its target markets.  The server and storage markets are
characterized  by short  development  cycles that are driven by rapidly changing
technology as well as declining  product prices.  There can be no assurance that
the Company  will be able to  continue to  introduce  new  competitively  priced
products, that the market will be receptive to its products or features, or that
competitors will not introduce advancements ahead of Data General.  Furthermore,
there can be no  assurance  that the Company  will develop or have access to new
competitive  technology  to permit it to introduce new products and features for
its target markets. In addition,  the Company must make strategic decisions from
time to time as to which new  technologies  will result in products  for sale to
markets that will experience future growth, and must form and maintain strategic
alliances for the design and  marketing of its  products.  If the Company is not
successful in  continuing  to introduce new products in the growing  segments of
the market or in forming and maintaining critical strategic relationships, there
could  be a  material  adverse  effect  on  the  Company's  business,  financial
condition and results of operations.

Dependence on Suppliers.

         Certain  components  and products that meet the Company's  requirements
are available  only from a limited number of suppliers.  Among those  components
are disk drives,  microprocessors and certain proprietary  integrated  circuits.
The Company purchases each of these components from a single supplier or a small
number of qualified suppliers.  The rapid rate of technological  change, and the
necessity of developing and  manufacturing  products with short  life-cycles may
intensify  these  risks.  The  inability  to obtain  components  and products as
required,  or to develop  alternative  sources if and as required in the future,
could result in delays or reductions in product  shipments,  which in turn could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.

Indirect Channels of Distribution.

         Substantially  all of the Company's  CLARiiON sales,  and a significant
portion of the  Company's  AViiON  sales,  are  derived  from  reseller  and OEM
channels.  A single OEM  channel  customer  during  fiscal  1998  accounted  for
approximately  13%  of  the  Company's   consolidated  revenues.  The  Company's
financial  results  could be  adversely  affected if this  customer or any other
material  reseller or OEM were to substantially  decrease its orders,  or change
configurations,  or terminate its relationship  with the Company.  Further,  the
utilization of indirect  channels of  distribution  tends to limit the Company's
ability to predict customer orders.

<PAGE>

Concentrated Manufacturing Operations.

         Over the last several years,  the Company has  consolidated its various
manufacturing  operations into three  facilities where the Company conducts most
of its assembly,  test, systems integration,  and distribution  operations.  The
Company's  ability  to ship  products  and  the  Company's  business,  financial
condition  and results of  operations  could be  adversely  affected  were these
facilities not able to operate at required levels.

Capitalization of Software Development Costs.

         The Company has made and continues to make  significant  investments in
software  development  efforts.  The amount of  expenditures  that  qualify  for
capitalization  under  Statement of  Financial  Accounting  Standards  Number 86
("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
Company's   operating  results  in  any  given  period.   Unamortized   software
development  costs were $51.5 million at September  26, 1998.  If  technological
developments  or other  factors were to  jeopardize  the  realizability  of such
assets, the Company could be required to write off all or a substantial  portion
of such  capitalized  values,  which would have a material adverse effect on the
Company's results of operations for the period in which the write-off occurred.

Year 2000 Information and Readiness Disclosure Act.

The "Year 2000 issue" arises because many computer hardware and software systems
use only two  digits to  represent  the year.  As a result,  these  systems  and
programs may not  correctly  handle  dates  beyond 1999,  resulting in errors in
information  or  program  or  systems  failures.  As well,  notwithstanding  any
preparations  taken by the  Company,  the Year  2000  issue  presents  risks and
uncertainties that could affect the Company's  business,  financial condition or
results of  operations.  The  information  and  statements  contained  under the
heading "Year 2000  Information and Readiness  Disclosure Act" on pages 24 to 26
of the  Company's  Annual  Report to  Stockholders  for the  fiscal  year  ended
September, 26, 1998, are incorporated here by reference.

Item 2.  Properties.

         The   Company's   executive   offices  are   located  in   Westborough,
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.

         Additional  information  regarding the Company's  principal  plants and
properties  is  included  under  the  heading  "Facilities"  on  page  42 of the
Company's  Annual Report to Stockholders for the fiscal year ended September 26,
1998.

<PAGE>

Item 3.  Legal Proceedings.

         The Company has been engaged in patent infringement  litigation against
IBM Corporation since November 1994. Two lawsuits, both in the discovery stages,
are  pending  in  the  United  States   District   Court  for  the  District  of
Massachusetts  in  Worcester.  The Company  alleges  that  several IBM  products
including the AS/400 midrange systems and the AS/400 RISC-based computer product
line infringe various Company patents. Both suits seek compensatory damages and,
where  appropriate,  injunctive  relief.  IBM has answered both complaints,  has
denied  the  Company's  infringement  claims  and has  interposed  counterclaims
alleging that the Company's  AViiON and CLARiiON  computer  systems infringe IBM
patents.

         Although the Company  believes its claims are valid,  it cannot predict
the  outcome  of  the  litigation.  In  the  opinion  of  management,  based  on
preliminary  evaluation  of the IBM  patents  covered in the  counterclaims  and
subject to the risks of litigation,  the  counterclaims  are without merit,  the
Company  will  prevail  thereon and the  counterclaims  will not have a material
adverse  impact on the results of operations  or the  financial  position of the
Company.

         The  Company and certain of its  subsidiaries  are  involved in various
other patent  infringement,  contractual,  and proprietary  rights suits. In the
opinion of  management,  the  conclusion of these suits will not have a material
adverse effect on the financial position or results of operations and cash flows
of the Company and its subsidiaries.


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

         Not applicable.


Executive Officers of the Registrant.

       Frederick R. Adler(1), Age 72, Chairman of the Executive Committee of the
Board of Directors since July 1982; Managing General Partner of Adler & Company,
a  venture  capital  investment  firm,  and a  general  partner  of its  related
investment  funds for more than five years;  of counsel to  Fulbright & Jaworski
L.L.P., Attorneys, and until December 1995, Senior Partner of such firm.

       Ronald L. Skates(1), Age 57, 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.

<PAGE>

       William J. Cunningham, Age 60, Senior Vice President of the Company since
November  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.

       Arthur W. DeMelle (2),  Age 58,  Senior  Vice  President of  the  Company
since  November  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 56,  Senior Vice  President  of the Company  since
November 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.

       Ethan  Allen,  Age 51,  Senior  Vice  President  of the  Company  since
November 1998; Vice President of the Company from January 1992 to November 1998;
Division Vice President of the Company from January 1990 to January 1992.

         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.
(2) Arthur W. DeMelle died on December 10, 1998.

<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 41; and "Number of  Stockholders,"  "Dividend  Policy," and "Stock Exchange
Listing"  on page 43 of the  Company's  Annual  Report to  Stockholders  for the
fiscal year ended September 26, 1998 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  18  of  the  Company's  Annual  Report  to
Stockholders for the fiscal year ended September 26, 1998 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 19
through 26 of the Company's  Annual Report to  Stockholders  for the fiscal year
ended September 26, 1998 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 7A. Quantitative and Qualitative Disclosures about Market Risk.

         The information contained under the heading "Market Risk" on page 26 of
the Company's  Annual Report to Stockholders for the fiscal year ended September
26, 1998, is incorporated herein by reference.


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  27  through  42 of  the  Company's  Annual  Report  to
Stockholders for the fiscal year ended September 26, 1998 is incorporated herein
by reference.


Item 9.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         None.

<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 4 through 7 of the Company's Proxy Statement dated
December  17, 1998 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 1998 Fiscal Year," "Option  Exercises in the 1998
Fiscal  Year and Fiscal  Year-End  Option  Values,"  "Compensation  Pursuant  to
Plans," "Employee Agreements" and "Compensation of Directors" on pages 9 through
20 of the Company's  Proxy  Statement  dated  December 17, 1998 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 2  through 7 of the
Company's  Proxy  Statement  dated December 17, 1998 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 ................................18*
Management's discussion and analysis of financial condition and results of
     operations ..........................................................19-26*
Consolidated balance sheets at  September 26, 1998 and September 27, 1997  ..28*
For fiscal years ended September 26, 1998, September 27, 1997, and
     September 28, 1996:
          Consolidated statements of operations..............................27*
          Consolidated statements of cash flows..............................29*
          Consolidated statements of stockholders' equity....................30*
Notes to consolidated financial statements................................31-40*
Report of independent accountants............................................41*
Supplemental financial information...........................................41*
Facilities...................................................................42*
Report of independent accountants on financial statement schedules...........23 
Financial statement schedule:
          Schedule II - Valuation and qualifying accounts....................24 

         The financial statement schedule should be read in conjunction with the
financial  statements  in the 1998  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 1998 Annual Report to Stockholders. The 1998
         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,  previously filed as Exhibit 3 (c)
     to Form  10-K/A  dated  April 21,  1998,  which is  incorporated  herein by
     reference.

     (d)  Certificate of Increase dated November 26, 1997,  previously  filed on
     March 16, 1998 as Exhibit 4 to the Company's Registration Statement on Form
     8-A, which is incorporated herein by reference.

4.   (a) 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.

     (b) Indenture,  dated as of May 21, 1997,  between the Company and The Bank
     of New York,  previously  filed as Exhibit 4(d) to the Company's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  28,  1997,  which  is
     incorporated herein by reference.

     (c)  Registration  Rights  Agreement dated as of May 15, 1997,  between and
     among the Company and Morgan Stanley and Co.  Incorporated and Dillon, Read
     & Co. Inc.  previously  filed as Exhibit  4(e) to the  Company's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  28,  1997,  which  is
     incorporated herein by reference.

     (d) Form of 6% Convertible Subordinated Note due 2004, previously filed on
     March 16, 1998 as Exhibit 2 to the Company's Registration Statement on Form
     8-A, 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.

<PAGE>

     (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.

     (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  Incentive  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.

<PAGE>

     (n) Form of  Employment  Agreements  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  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.

     (p)  Form  of  Amendment  dated  November  5,  1997 to  various  Employment
     Agreements between the Company and its full-time officers, previously filed
     as Exhibit  10(mm) to the Company's  Quarterly  Report on Form 10-Q for the
     quarter ended December 27, 1997, which is incorporated herein by reference.

     (q) 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.

     (r)  Form  of  Amendment  dated  November  5,  1997  to  various  Indemnity
     Agreements  between the Company and its officers and directors,  previously
     filed as Exhibit 10(ll) to the Company's  Quarterly Report on Form 10-Q for
     the quarter  ended  December  27,  1997,  which is  incorporated  herein by
     reference.

     (s) 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.

     (t) Form of Supplemental  Pension and Retiree Medical Agreement dated as of
     December 7, 1994,  between the Company and its 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.

     (u)  1994  Non-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.

     (v) 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.

     (w) Employee Qualified Stock Purchase Plan, previously filed as Exhibit 4.1
     to the Company's  Registration  Statement on Form S-8,  Registration Number
     333-31159, which is incorporated herein by reference.

<PAGE>

     (x) 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.

     (y) Summary of 1998  Fiscal  Year Bonus  Opportunity  for Chief  Executive
     Officer,  previously  filed as Exhibit  10(jj) to the  Company's  Quarterly
     Report on Form 10-Q for the  quarter  ended  December  27,  1997,  which is
     incorporated herein by reference.

     (z) Summary of  Retention  Bonus for Chief  Executive  Officer,  previously
     filed as Exhibit 10(kk) to the Company's  Quarterly Report on Form 10-Q for
     the quarter  ended  December  27,  1997,  which is  incorporated  herein by
     reference.

     (aa) Stock Compensation Plan for Non-Employee  Directors,  previously filed
     as  Exhibit  4.2 to the  Company's  Registration  Statement  on  Form  S-8,
     Registration Number 333-31159, which is incorporated herein by reference.

     (bb) Credit  Agreement  dated  September  30, 1997  between the Company and
     NationsBank of Texas,  N.A., et al,  previously  filed as Exhibit 10(ee) to
     the  Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
     September 27, 1997, which is incorporated herein by reference.

     (cc) 1997  Non-Officer  Employee  Stock  Option Plan,  previously  filed as
     Exhibit  10(ff) to the Company's  Annual Report on Form 10-K for the fiscal
     year ended September 27, 1997, which is incorporated herein by reference.

     (dd) Form of 1997 Non-Officer  Employee Stock Option Agreement,  previously
     filed as Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the
     fiscal year ended  September  27,  1997,  which is  incorporated  herein by
     reference.

     (ee)  Amendment  No. 1 to Credit  Agreement  dated as of January 28,  1998,
     amending the Credit Agreement between the Company and NationsBank of Texas,
     N.A., et al.

     (ff)  Amendment  No. 2 to Credit  Agreement  dated as of August  28,  1998,
     amending the Credit Agreement between the Company and NationsBank of Texas,
     N.A., et al.

     (gg) Deferred  Compensation Plan dated January 1, 1998, previously filed as
     Exhibit  4.1  to  the  Company's   Registration   Statement  on  Form  S-8,
     Registration Number 333-45153, which is incorporated herein by reference.

     (hh) Deferred  Compensation  Plan Trust  Agreement  dated January 2, 1998,
     previously  filed as Exhibit  10(nn) to the Company's  Quarterly  Report on
     Form 10-Q for the  quarter  ended  March 28,  1998,  which is  incorporated
     herein by reference.

     (ii) Grant of Common  Stock to  Non-Employee  Directors  dated  November 5,
     1997,  previously  filed  as  Exhibit  4.2  to the  Company's  Registration
     Statement on Form S-8, Registration Number 333-45153, which is incorporated
     herein by reference.

11. Computation of basic and diluted earnings per share.

<PAGE>

13.  Annual report to stockholders for the fiscal year ended September 26, 1998,
     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)  Reports on Form 8-K

         There were no reports  on Form 8-K filed  during the fiscal  year ended
September 26, 1998.

<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 17, 1998

         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
--------------------------------    Executive Officer;                   
Ronald L. Skates                         Director              December 17, 1998
                                                      
/s/ Frederick R. Adler              Chairman of Executive
--------------------------------    Committee of Board of
Frederick R. Adler                  Directors; Director        December 17, 1998
                                                      
/s/ Jeffrey M. Cunningham           Director                   December 17, 1998
--------------------------------
Jeffrey M. Cunningham

                                    Senior Vice President;
--------------------------------    Chief Financial Officer;
Arthur W. DeMelle                   Chief Accounting Officer                    
                            
/s/ Ferdinand Colloredo-Mansfeld    Director                   December 17, 1998
--------------------------------
Ferdinand Colloredo-Mansfeld

/s/ Donald H. Trautlein             Director                   December 17, 1998
--------------------------------
Donald H. Trautlein

/s/ Richard L. Tucker               Director                   December 17, 1998
--------------------------------
Richard L. Tucker

/s/ W. Nicholas Thorndike           Director                   December 17, 1998
--------------------------------
W. Nicholas Thorndike

/s/ John J. Gavin Jr.               Vice President;            December 17, 1998
---------------------------------   Controller;
John J. Gavin Jr.                   Acting Chief Financial
                                    Officer

/s/ Robert C. McBride               Vice President; Treasurer  December 17, 1998
---------------------------------   Acting Chief Accounting
Robert C. McBride                   Officer

<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 28, 1998  appearing on page 41 of the 1998 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/  PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts
October 28, 1998

<PAGE>
<TABLE>
<CAPTION>

                                                                                                                         SCHEDULE II

                                                   DATA GENERAL CORPORATION
                                               VALUATION AND QUALIFYING ACCOUNTS

                                                         (In thousands)


                                                    Balance at                                          
                                                    Previous End                                               Balance at
Description                                           of Year          Additions           Deductions          End of Year
---------------------------------                   ------------       ---------           ----------          -----------
<S>                                                 <C>                <C>                 <C>                 <C>                  

SEPTEMBER 26, 1998

Allowance for doubtful accounts . . . . . . . . .   $  16,588          $  11,814(a)       $  (8,978)(b)       $  19,424
Valuation allowance on deferred tax asset (c) . .     195,071             82,492            (17,328)            260,235

SEPTEMBER 27, 1997

Allowance for doubtful accounts . . . . . . . . .      14,480             11,211(a)          (9,103)(b)          16,588
Valuation allowance on deferred tax asset (c) . .     204,017             11,504            (20,450)            195,071

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


--------------------------------------------------------------------------------------------------------------------------
<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, previously filed as Exhibit 3(c) to
     Form  10-K/A  dated  April  21,  1998,  which  is  incorporated  herein  by
     reference.

     (d) Certificate  of Increase dated November 26, 1997,  previously  filed on
     March 16, 1998 as Exhibit 4 to the Company's Registration Statement on Form
     8-A, which is incorporated herein by reference.

4.   (a) 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.

     (b) Indenture,  dated as of May 21, 1997,  between the Company and The Bank
     of New York,  previously  filed as Exhibit 4(d) to the Company's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  28,  1997,  which  is
     incorporated herein by reference.

     (c) Registration   Rights  Agreement dated as of May 15, 1997,  between and
     among the Company and Morgan Stanley and Co.  Incorporated and Dillon, Read
     & Co. Inc.  previously  filed as Exhibit  4(e) to the  Company's  Quarterly
     Report  on Form  10-Q  for the  quarter  ended  June  28,  1997,  which  is
     incorporated herein by reference.

     (d) Form of 6% Convertible  Subordinated Note due 2004, previously filed on
     March 16, 1998 as Exhibit 2 to the Company's Registration Statement on Form
     8-A, 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.

     (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  Incentive  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  Agreements  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  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.

     (p) Form  of  Amendment   dated  November  5,  1997 to  various  Employment
     Agreements between the Company and its full-time officers, previously filed
     as Exhibit  10(mm) to the Company's  Quarterly  Report on Form 10-Q for the
     quarter ended December 27, 1997, which is incorporated herein by reference.

     (q) 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.

     (r) Form  of  Amendment  dated   November  5,  1997  to  various  Indemnity
     Agreements  between the Company and its officers and directors,  previously
     filed as Exhibit 10(ll) to the Company's  Quarterly Report on Form 10-Q for
     the quarter  ended  December  27,  1997,  which is  incorporated  herein by
     reference.

     (s) 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.

     (t) Form of Supplemental  Pension and Retiree Medical Agreement dated as of
     December 7, 1994,  between the Company and its 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.

     (u)  1994  Non-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.

     (v) 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.

     (w) Employee Qualified Stock Purchase Plan, previously filed as Exhibit 4.1
     to the Company's  Registration  Statement on Form S-8,  Registration Number
     333-31159, which is incorporated herein by reference.

     (x) 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.

     (y)  Summary of 1998  Fiscal  Year Bonus  Opportunity  for Chief  Executive
     Officer,  previously  filed as Exhibit  10(jj) to the  Company's  Quarterly
     Report on Form 10-Q for the  quarter  ended  December  27,  1997,  which is
     incorporated herein by reference.

     (z) Summary of  Retention  Bonus for Chief  Executive  Officer,  previously
     filed as Exhibit 10(kk) to the Company's  Quarterly Report on Form 10-Q for
     the quarter  ended  December  27,  1997,  which is  incorporated  herein by
     reference.

     (aa) Stock Compensation Plan for Non-Employee  Directors,  previously filed
     as  Exhibit  4.2 to the  Company's  Registration  Statement  on  Form  S-8,
     Registration Number 333-31159, which is incorporated herein by reference.

     (bb) Credit  Agreement  dated  September  30, 1997  between the Company and
     NationsBank of Texas,  N.A., et al,  previously  filed as Exhibit 10(ee) to
     the  Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
     September 27, 1997, which is incorporated herein by reference.

     (cc) 1997  Non-Officer  Employee  Stock  Option Plan,  previously  filed as
     Exhibit  10(ff) to the Company's  Annual Report on Form 10-K for the fiscal
     year ended September 27, 1997, which is incorporated herein by reference.

     (dd) Form of 1997 Non-Officer  Employee Stock Option Agreement,  previously
     filed as Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the
     fiscal year ended  September  27,  1997,  which is  incorporated  herein by
     reference.

     (ee) Amendment  No. 1 to  Credit  Agreement  dated as of January 28,  1998,
     amending the Credit Agreement between the Company and NationsBank of Texas,
     N.A., et al.

     (ff) Amendment  No. 2 to Credit   Agreement  dated as of August  28,  1998,
     amending the Credit Agreement between the Company and NationsBank of Texas,
     N.A., et al.

     (gg) Deferred  Compensation Plan dated January 1, 1998, previously filed as
     Exhibit  4.1  to  the  Company's   Registration   Statement  on  Form  S-8,
     Registration Number 333-45153, which is incorporated herein by reference.

     (hh)  Deferred  Compensation  Plan Trust  Agreement  dated January 2, 1998,
     previously  filed as Exhibit  10(nn) to the Company's  Quarterly  Report on
     Form 10-Q for the  quarter  ended  March 28,  1998,  which is  incorporated
     herein by reference.

     (ii) Grant of Common  Stock to  Non-Employee  Directors  dated  November 5,
     1997,  previously  filed  as  Exhibit  4.2  to the  Company's  Registration
     Statement on Form S-8, Registration Number 333-45153, which is incorporated
     herein by reference.

11.  Computation of basic and diluted earnings per share.

13.  Annual report to stockholders for the fiscal year ended September 26, 1998,
     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.

<PAGE>