EXHIBIT 10 (z)

                       AMENDMENT NO. 2 TO LETTER OF CREDIT
                           AND REIMBURSEMENT AGREEMENT

         THIS AMENDMENT NO. 2 TO LETTER OF CREDIT AND REIMBURSEMENT
AGREEMENT (this "Agreement") is made and entered into as of this
10th day of December, 1995 among:

         DATA  GENERAL  CORPORATION,   a  Delaware   corporation   ("Borrower"),
NATIONSBANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association,  THE
BANK OF NEW YORK and FLEET BANK OF  MASSACHUSETTS,  N.A. (each  individually,  a
"Lender" and collectively, the "Lenders"); and

         NATIONSBANK  OF  TEXAS,  NATIONAL   ASSOCIATION,   a  national  banking
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
Letter of Credit and  Reimbursement  Agreement dated as of December 21, 1994, as
amended by Amendment No. 1 to Letter of Credit and Reimbursement Agreement dated
as of October  5, 1995  among the  Borrower,  the  Lenders  and the Agent and as
hereby  amended  (as  amended,  the "Credit  Agreement"),  pursuant to which the
Lenders agreed to issue certain letters of credit on behalf of 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;

         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)      The definitions of "Commitment Termination Date" and
         "Consolidated Tangible Net Worth" shall be amended and
         restated in their entirety to read as follows:

                           "Commitment  Termination  Date" means the earliest to
                  occur of (i)  December  18,  1996 (364 days after the  initial
                  Commitment  Termination  Date following the Closing Date prior
                  to amendment  hereby  pursuant to Amendment No. 2 to Letter of
                  Credit and  Reimbursement  Agreement  dated as of December 10,
                  1995 among all parties hereto), or



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                  (ii) the date of termination of Lenders'  obligations pursuant
                  to Section  8.01  hereof  upon the  occurrence  of an Event of
                  Default,  or (iii) such date as the Borrower  may  voluntarily
                  and  permanently  terminate  the Letter of Credit  Facility by
                  causing all Obligations of the Borrower to NationsBank and the
                  Lenders to be Fully  Satisfied and terminating all obligations
                  of  NationsBank  and the  Lenders  with  respect to Letters of
                  Credit and Participations;

                           "Consolidated  Net  Worth"  means,  at any time as of
                  which the  amount  thereof is to be  determined,  Consolidated
                  Shareholders'  Equity  less the  effect  of any  amount in the
                  foreign exchange cumulative  translation adjustment account as
                  disclosed  on the  consolidated  financial  statements  of the
                  Borrower   and  its   Subsidiaries   referred  to  in  Section
                  5.01(e)(i)  hereof  and to be  delivered  under  Section  6.01
                  hereof,   all  as  determined  on  a  consolidated   basis  in
                  accordance  with  Generally  Accepted  Accounting   Principles
                  applied on a Consistent Basis;

                  (b)      Section 7.03 of the Credit Agreement is hereby
         amended and restated in its entirety to read as follows:

                           7.03   Consolidated   Net   Worth.   Permit   at  any
                  Determination  Date the Consolidated Net Worth to be less than
                  (a)  $250,000,000  as at December  31, 1995 and (b) as at each
                  succeeding  Determination  Date,  the sum of (i) the amount of
                  Consolidated  Net Worth required to be maintained  pursuant to
                  this Section 7.03 as at the end of the  immediately  preceding
                  Fiscal Quarter,  plus (ii) 50% of cumulative  Consolidated Net
                  Income  calculated  for  the  Fiscal  Quarter  ending  on such
                  Determination   Date  ("Minimum   Consolidated   Net  Worth");
                  provided, however, in no event shall such Minimum Consolidated
                  Net  Worth be  decreased  as a  result  of any net loss of the
                  Borrower and its Subsidiaries (i.e., negative Consolidated Net
                  Income) during any Fiscal Quarter.

         3.  Amendment Fee. The Borrower shall pay to the Agent for the pro rata
benefit of the Lenders based on their Applicable Commitment  Percentages,  a fee
(the  "Facility  Fee")  equal to the  product  of the  Total  Letter  of  Credit
Commitment multiplied by 1/8 of 1% (.125%).

         4. Effectiveness.  This Agreement shall become effective as of the date
hereof  upon  receipt by the Agent of (a) seven  fully  executed  copies of this
Agreement (which may be signed in  counterparts)  and (b) payment in full of the
Facility Fee to be held by the Agent for the pro rata benefit of the Lenders.




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         5.       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 Lender as follows:

                  (a) The  representations  and  warranties  made by Borrower in
         Article V 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  5.01(e)(i) of the Credit
         Agreement  shall  be  deemed  to be  those  financial  statements  most
         recently  delivered  to the Agent and the  Lenders  pursuant to Section
         6.01 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  6.01(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  6.01(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,  either
         immediately or with the lapse of time or the giving of notice, or both.

         6.       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.

         7. 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.

         8.       Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original



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as against any party whose  signature  appears  thereon,  and all of which shall
together constitute one and the same instrument.

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

         10.      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.

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

                            [Signature page follows.]




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         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:
                                       Name:
                                       Title:




                                       LENDERS:

                                       NATIONSBANK OF TEXAS, NATIONAL
                                       ASSOCIATION
                                       By:
                                       Name:
                                       Title:



                                       THE BANK OF NEW YORK
                                       By:
                                       Name:
                                       Title:



                                       FLEET BANK OF MASSACHUSETTS, N.A.
                                       By:
                                       Name:
                                       Title:                                   


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                                        AGENT:

                                        NATIONSBANK OF TEXAS, NATIONAL
                                        ASSOCIATION as Agent for the Lenders
                                        By:
                                        Name:
                                        Title: