<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _____________________

                                FORM 10-K405/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 28, 1996

[_]  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 0-13941
                           __________________________


                               AST RESEARCH, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                      95-3525565
     (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                   Identification No.)

                              16215 ALTON PARKWAY
                            IRVINE, CALIFORNIA 92718
               (Address of principal executive offices, zip code)

       Registrant's telephone number, including area code: (714) 727-4141

                           __________________________


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

                              Title of each class
                              -------------------
                     Common Stock, par value $.01 per share
                           __________________________


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No 
                                                -     -- 

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

     The aggregate market value of the registrant's voting Common Stock held by
non-affiliates of the registrant was approximately $138,684,525 (computed using
the closing price of $4.75 per share of Common Stock on April 14, 1997 reported
by NASDAQ, based on the assumption that directors and officers and more than 10%
shareholders are affiliates).  There were 57,964,830 shares of the registrant's
Common Stock, par value $.01 per share, outstanding on April 14, 1997.

                           __________________________
<PAGE>
 
Parts III and IV of the Annual Report on Form 10-K for the fiscal year ended
December 28, 1996 are amended in their entirety as follows:


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The information set forth on Schedule I to the AST Research, Inc.
Solicitation/Recommendation Statement on Schedule 14D-9, as filed with the
Securities and Exchange Commission on April 21, 1997 and attached hereto as
Exhibit 99.1 ("Schedule I"), under the captions "BOARD OF DIRECTORS" and
"EXECUTIVE OFFICERS", is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

  The information set forth on Schedule I, under the captions "BOARD OF
DIRECTORS", "EXECUTIVE OFFICERS" and "EXECUTIVE COMPENSATION" is incorporated
herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The information set forth on Schedule I, under the caption "OUTSTANDING VOTING
STOCK" is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information set forth on Schedule I, under the caption "CERTAIN
TRANSACTIONS" is incorporated herein by reference.



                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1)  Financial Statements
          --------------------

          See Index to Consolidated Financial Statements at Item 8 on Page 31 of
          the AST Research, Inc. Annual Report on Form 10-K for the fiscal year
          ended December 28, 1996, filed with the Securities and Exchange
          Commission on March 28, 1997.

     (2)  Financial Statement Schedule
          ----------------------------

          II - Consolidated Valuation and Qualifying Accounts and Reserves, as
          filed with the AST Research   Inc. Annual Report on Form 10-K for the
          fiscal year ended December 28, 1996, filed with the Securities and
          Exchange Commission on March 28, 1997.

          Financial statement schedules other than the schedule listed above
          have been omitted since they are either not required, not applicable,
          or the information is otherwise included.

     (3)  Exhibits
          --------

                                       1
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit
Number                             Description
------                             -----------
<C>    <S>

2.1    Agreement for Purchase and Sale of Assets dated June 30, 1993 between AST
       Research, Inc. and Tandy Corporation, TE Electronics, Inc. and GRiD
       Systems Corporation.  The Schedules have been omitted and are as
       described in the Agreement (incorporated by reference to referenced
       exhibit number of the Company's Current Report on Form 8-K as filed with
       the Securities and Exchange Commission on July  28, 1993, Commission File
       No. 0-13941).

2.1.2  Circuit Board Purchase Agreement dated July 13, 1993 between AST
       Research, Inc. and TE Electronics Inc. pursuant to the Agreement for the
       Purchase and Sale of Assets dated June 30, 1993 (incorporated by
       reference to referenced exhibit number of the Company's Annual Report on
       Form 10-K for the fiscal year ended July 3, 1993, Commission File No. 0-
       13941).

2.1.3  Agreement of Sale of Going Business (English translation) between AST
       Research France and Tandy GRiD France, effective September 1, 1993
       (incorporated by reference to referenced exhibit number of the Company's
       Current Report on Form 8-K as filed with the Securities and Exchange
       Commission on October 29, 1993, Commission File No. 0-13941).

2.2    Agreement of Stock Purchase dated as of February 27, 1995 between AST
       Research, Inc. and Samsung Electronics Company Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Current Report on
       Form 8-K as filed with the Securities and Exchange Commission on March 3,
       1995, Commission File No. 0-13941).

2.2.1  Amendment No. 1 to Stock Purchase Agreement dated as of June 1, 1995
       between AST Research, Inc. and Samsung Electronics Co., Ltd.
       (incorporated by reference to referenced exhibit number of the Company's
       Solicitation/Recommendation Statement on Amendment No. 1 to Schedule 14D-
       9 as filed with the Securities and Exchange Commission on June 8, 1995,
       SEC File No. 005-44159).

2.2.2  Amendment No. 2 to Stock Purchase Agreement dated as of July 29, 1995
       between AST Research, Inc. and Samsung Electronics Co., Ltd.
       (incorporated by reference to referenced exhibit number of the Company's
       Current Report on Form 8-K as filed with the Securities and Exchange
       Commission on August 7, 1995, Commission File No. 0-13941).

2.3    Offer to Purchase, dated April 21, 1997 (incorporated by reference to the
       Company's Solicitation/Recommendation Statement on Schedule 14D-9 as
       filed with the Securities and Exchange Commission on April 21, 1997).

2.4    Agreement and Plan of Merger, dated April 14, 1997, by and among Samsung
       Electronics Co., Ltd., AST Acquisition, Inc. and AST Research, Inc.
       (incorporated by reference to the Company's Solicitation/Recommendation
       Statement on Schedule 14D-9 as filed with the Securities and Exchange
       Commission on April 21, 1997).

3.1    Certificate of Incorporation of AST Research, Inc., a Delaware
       Corporation, as amended (incorporated by reference to referenced exhibit
       number of the Company's Current Report on Form 8-K as filed with the
       Securities and Exchange Commission on August 7, 1995 , Commission File
       No. 0-13941).

3.2    Bylaws of AST Research, Inc., a Delaware corporation, as amended
       (incorporated by reference to referenced exhibit number of the Company's
       Current Report on Form 8-K as filed with the Securities and Exchange
       Commission on December 22, 1995, Commission File No. 0-13941).

</TABLE> 

                                       2
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit
Number                               Description
------                               -----------
<C>    <S>
4.1    Form of Amended and Restated Rights Agreement dated as of January 28,
       1994 between the Company and American Stock Transfer & Trust Co., as
       Successor Rights Agent (incorporated by reference to referenced exhibit
       number of the Company's Quarterly Report on Form 10-Q for the fiscal
       quarter ended January 1, 1994), and Certificate of Designation of
       Preferred Stock and Rights Certificate and Summary of Terms of the
       Company's Shareholder Rights Plan which were included as exhibits to the
       original Rights Agreement dated as of August 15, 1989 (incorporated by
       reference to Exhibit 1 of the Company's Registration Statement on Form 8-
       A as filed with the Securities and Exchange Commission on August 14,
       1989, Commission File No. 0-13941).

4.1.1  Amendment to Rights Plan dated as of March 1, 1995 between AST Research,
       Inc. and American Stock Transfer & Trust Co. (incorporated by reference
       to referenced exhibit number of the Company's Current Report on Form 8-K
       as filed with the Securities and Exchange Commission on March 3, 1995,
       Commission File No. 0-13941).

10.1   Lease Agreement dated November 1, 1985 pertaining to AST Europe Limited
       premises at Goat Wharf, Brentford in the London Borough of Hounslow
       (incorporated by reference to referenced exhibit number of the Company's
       Annual Report on Form 10-K for the fiscal year ended June 30, 1986,
       Commission File No. 0-13941).

10.2   Joint Venture Contract dated September 7, 1993 between Tianjin Economic -
       Technological Development Area Business Development Co. and AST Research
       (Far East) Limited (incorporated by reference to referenced exhibit
       number of the Company's Quarterly Report on Form 10-Q for the fiscal
       quarter ended April 2, 1994, Commission File No. 0-13941).

10.3   Employment Grant Agreement dated November 9, 1993 between the Industrial
       Development Authority, AST Ireland Limited and AST Research, Inc.
       (confidential treatment is requested with respect to portions of this
       exhibit) (incorporated by reference to referenced exhibit number of the
       Company's Annual Report on Form 10-K for the fiscal year ended July 2,
       1994, Commission File No. 0-13941).

10.4   Capital Grant Agreement dated November 9, 1993 between the Industrial
       Development Authority, AST Ireland Limited and AST Research, Inc.
       (confidential treatment is requested with respect to portions of this
       exhibit) (incorporated by reference to referenced exhibit number of the
       Company's Annual Report on Form 10-K for the fiscal year ended July 2,
       1994, Commission File No. 0-13941).

10.5   Settlement Agreement and Release dated January 1, 1995, between AST
       Research, Inc. and Texas Instruments Incorporated (confidential treatment
       is requested with respect to portions of this exhibit) (incorporated by
       reference to referenced exhibit number of the Company's Quarterly Report
       on Form 10-Q for the fiscal quarter ended April 1, 1995, Commission
       File No. 0-13941).

10.6   Strategic Alliance Agreement dated February 27, 1995 between AST
       Research, Inc., and Samsung Electronics Company, Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Current Report on
       Form 8-K as filed with the Securities and Exchange Commission on March 3,
       1995, Commission File No. 0-13941).

10.7   Confidentiality Agreement dated December 21, 1994 between AST Research,
       Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Solicitation/Recommendation
       Statement on Schedule 14D-9 as filed with the Securities and Exchange
       Commission on March 6, 1995, SEC File No. 005-44159).

10.8   Registration Rights Agreement dated July 31, 1995 between AST Research,
       Inc. and Samsung Electronics Company, Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.9   Stockholder Agreement dated July 31, 1995 between AST Research, Inc. and
       Samsung Electronics Company, Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.10  Amendment to Stockholder Agreement dated December 21, 1995 to Stockholder
       Agreement dated July 31, 1995 between AST Research, Inc. and Samsung
       Electronics Company Co., Ltd. (incorporated by reference to referenced
       exhibit number of the Company's Current Report on Form 8-K as filed with
       the Securities and Exchange Commission on December 22, 1995, Commission
       File No. 0-13941).
</TABLE> 

                                       3
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit
Number                             Description
------                             -----------
<C>    <S> 
10.11  Component Sales Agreement dated July 31, 1995 between AST Research, Inc.
       and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.12  Cooperative Procurement Agreement dated July 31, 1995 between AST
       Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Current Report on
       Form 8-K as filed with the Securities and Exchange Commission on August
       7, 1995, Commission File No. 0-13941).

10.13  Marketing Cooperation Agreement dated July 31, 1995 between AST Research,
       Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.14  AST OEM Supply to SEC Agreement dated July 31, 1995 between AST Research,
       Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.15  SEC OEM Supply to AST Agreement dated July 31, 1995 between AST Research,
       Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.16  Joint Development and Technical Cooperation Agreement dated July 31, 1995
       between AST Research, Inc. and Samsung Electronics Co., Ltd.
       (incorporated by reference to referenced exhibit number of the Company's
       Current Report on Form 8-K as filed with the Securities and Exchange
       Commission on August 7, 1995, Commission File No. 0-13941).

10.17  Patent Cross License Agreement dated July 31, 1995 between AST Research,
       Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.18  Employee Exchange Agreement dated July 31, 1995 between AST Research,
       Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.19  General Terms Agreement dated July 31, 1995 between AST Research, Inc.
       and Samsung Electronics  Co., Ltd. (incorporated by reference to
       referenced exhibit number of the Company's Current Report on Form 8-K as
       filed with the Securities and Exchange Commission on August 7, 1995,
       Commission File No. 0-13941).

10.20  Letter Agreement dated July 31, 1995 between AST Research, Inc. and
       Samsung Electronics Co., Ltd. (incorporated by reference to referenced
       exhibit number of the Company's Current Report on Form 8-K as filed with
       the Securities and Exchange Commission on August 7, 1995, Commission File
       No. 0-13941).

10.21  Additional Support Agreement dated December 21, 1995 between AST
       Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Current Report on
       Form 8-K as filed with the Securities and Exchange Commission on December
       22, 1995, Commission File No. 0-13941).

10.22  Credit Agreement dated December 27, 1995 among AST Research, Inc., Bank
       of America NT & SA as agent and the other financial institutions party
       hereto (incorporated by reference to referenced exhibit number of the
       Company's Transition Report on Form 10-K for the fiscal year ended
       December 30, 1995, Commission File No. 0-13941).

10.23  First Amendment to Credit Agreement dated February 29, 1996 among AST
       Research, Inc., Bank of America NT & SA as agent and the other financial
       institutions party hereto (incorporated by reference to referenced
       exhibit number of the Company's Transition Report on Form 10-K for the
       fiscal year ended December 30, 1995, Commission File No. 0-13941).
</TABLE> 

                                       4
<PAGE>
 
<TABLE> 
<CAPTION> 


Exhibit
Number                            Description
------                            -----------
<C>    <S>        
10.24  Server Technology Transfer Agreement dated February 22, 1996, between
       AST Ireland Limited and Samsung Electronics Co. Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Transition Report
       on Form 10-K for the fiscal year ended December 30, 1995, Commission File
       No. 0-13941).

10.25  Strategic Consulting Agreement, dated February 22, 1996, between AST
       Ireland Limited and Samsung Electronics Co. Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Quarterly Report
       on Form 10-Q for the fiscal quarter ended March 30, 1996, Commission File
       No. 0-13941).

10.26  Intellectual Property Assignment Agreement dated June 27, 1996, between
       AST Research, Inc. and Samsung Electronics Co. Ltd. (incorporated by
       reference to referenced exhibit number of the Company's Current Report on
       Form 8-K as filed with the Securities and Exchange Commission on June 28,
       1996,  Commission File No. 0-13941).

10.27  Second Additional Support Agreement dated December 13, 1996 between AST
       Research, Inc. and Samsung Electronics Co., Ltd., (incorporated by
       reference to referenced exhibit number of the Company's' Current Report
       on Form 8-K as filed with the Securities and Exchange Commission on
       December 26, 1996, Commission File No. 0-13941).

10.28  Credit Agreement dated December 12, 1996 between AST Research, Inc. and
       ABN AMRO Bank, N.V. (incorporated by reference to referenced exhibit
       number of the Company's Current Report on Form 8-K as filed with the
       Securities and Exchange Commission on December 26, 1996, Commission File
       No. 0-13941).

10.29  Credit Agreement dated December 13, 1996 between AST Research, Inc. and
       Bank of America NT & SA (incorporated by reference to referenced exhibit
       number of the Company's Current Report on Form 8-K as filed with the
       Securities and Exchange Commission on December 26, 1996, Commission File
       No. 0-13941).

10.30  Credit Agreement dated December 13, 1996 between AST Research, Inc.
       and Societe General (incorporated by reference to referenced exhibit
       number of the Company's Current Report on Form 8-K as filed with the
       Securities and Exchange Commission on December 26, 1996, Commission File
       No. 0-13941).

10.31  Second Amendment to Credit Agreement December 13, 1996 among AST
       Research, Inc., Bank of America NT & SA as agent and the other financial
       institutions party hereto (incorporated by reference to referenced
       exhibit number of the Company's Current Report on Form 8-K as filed with
       the Securities and Exchange Commission on December 26, 1996, Commission
       File No. 0-13941).

10.32  First Intellectual Property Option Exercise dated December 17, 1996
       between AST Research and Samsung Electronics Company Limited
       (incorporated by reference to referenced exhibit number of the Company's
       Current Report on Form 8-K as filed with the Securities and Exchange
       Commission on December 26, 1996, Commission File No. 0-13941).

10.33  Second Amendment to Rights Agreement, dated as of April 15, 1997, by and
       between AST Research, Inc. and American Stock Transfer and Trust Company,
       as Successor Rights Agent (incorporated by reference to the Company's
       Solicitation/Recommendation Statement on Schedule 14D-9 as filed with the
       Securities and Exchange Commission on April 21, 1997).
</TABLE> 

Executive Compensation Plans and Arrangements
<TABLE> 

<C>    <S>
10.75* 1987 Employee Bonus Plan (incorporated by reference to referenced
       exhibit number of the Company's Annual Report on Form 10-K for the fiscal
       year ended June 30, 1986, Commission File No. 0-13941).

10.76* Form of Indemnification Agreement, as amended to date.

10.77* Form of Indemnification Trust Agreement (incorporated by reference to
       referenced exhibit number of the Company's Registration of Securities of
       Certain Successor Issuers on Form 8-B, Commission File No.     0-13941).

10.78* 1989 Long-Term Incentive Program (incorporated by reference to exhibit
       numbers 4.1, 4.2, 4.3 and 4.4 of the Company's Registration Statement on
       Form S-8, Registration No. 33-29345).
</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit
Number                            Description
-------                           -----------
<C>    <S>
10.79* Amendment to 1989 Long-Term Incentive Program related to increase in
       number of shares (incorporated by reference to referenced exhibit number
       of the Company's Annual Report on Form 10-K for the fiscal year ended
       June 27, 1992, Commission File No. 0-13941).

10.80* Nonqualified Common Stock Option Agreement for officers under the 1989
       Long-Term Incentive Program, approved by Compensation Committee January
       23, 1992 pursuant to administrative authority under such plan
       (incorporated by reference to referenced exhibit number in the Company's
       Annual Report on Form 10-K for the fiscal year ended June 27, 1992,
       Commission File No. 0-13941).

10.81* Amendment to Officers Nonqualified Common Stock Option Agreement,
       approved by Compensation Committee January 23, 1992 pursuant to
       administrative authority under such plan (incorporated by reference to
       referenced exhibit number in the Company's Annual Report on Form 10-K for
       the fiscal year ended June 27, 1992, Commission File No. 0-13941).

10.82* Amendment to AST Research, Inc. 1989 Long-Term Incentive Program
       (incorporated by reference to referenced exhibit number of the Company's
       Quarterly Report on Form 10-Q for the fiscal quarter ended January 1,
       1994, Commission File No. 0-13941).

10.83* Supplemental Medical Plan for Executives of AST Research, Inc.
       (incorporated by reference to referenced exhibit number of the Company's
       Annual Report on Form 10-K for the fiscal year ended June 30, 1989,
       Commission File No. 0-13941).

10.84* Form of Warrant Certificate issued to Non-Employee Directors in December
       1990 (incorporated by reference to referenced exhibit number of the
       Company's Annual Report on Form 10-K for the fiscal year ended June 28,
       1991, Commission File No. 0-13941).

10.85* Form of Warrant Certificate issued to Non-Employee Director in July 1992
       (incorporated by reference to referenced exhibit number of the Company's
       Annual Report on Form 10-K for the fiscal year ended June 27, 1992,
       Commission File No. 0-13941).

10.86* Form of Amendment to Warrant Certificate dated as of February 27, 1995
       (incorporated by reference to referenced exhibit number of  the Company's
       Solicitation/Recommendation Statement on Schedule 14D-9 as filed with the
       Securities and Exchange Commission on March 6, 1995, SEC File No. 005-
       44159).

10.87* 1991 Stock Option Plan for Non-Employee Directors (incorporated by
       reference to referenced exhibit number of the Company's Annual Report on
       Form 10-K for the fiscal year ended June 28, 1991, Commission File No. 0-
       13941).

10.88* Form of Nonqualified Stock Option agreement under 1991 Stock Option Plan
       for Non-Employee Directors (incorporated by reference to referenced
       exhibit number of the Company's Annual Report on Form 10-K for the fiscal
       year ended June 28, 1991, Commission File No. 0-13941).

10.89* Amendment to AST Research, Inc. 1991 Stock Option Plan for Non-Employee
       Directors (incorporated by reference to referenced exhibit number of the
       Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
       January 1, 1994, Commission File No. 0-13941).

10.90* Amendment to the AST Research, Inc. 1991 Stock Option Plan for Non-
       Employee Directors dated February 27, 1995 (incorporated by reference to
       referenced exhibit number of the Company's Solicitation and
       Recommendation Statement on Schedule 14D-9 as filed with the Securities
       and Exchange Commission on March 6, 1995, SEC File No. 005-44159).

10.91* Amendment to AST Research, Inc. 1991 Stock Option Plan for Non-Employee
       Directors (comprised of resolutions adopted by the Board of Directors on
       July 27, 1995) (incorporated by  reference to Exhibit 4.1 of the
       Company's Registration Statement on Form S-8 as filed with the Securities
       and Exchange Commission on January 26, 1996, Registration  No. 333-
       00489).

10.92* Employment Agreement dated as of July 27, 1993 between Safi U. Qureshey
       and AST Research, Inc. (incorporated by reference to referenced exhibit
       number of the Company's Annual Report on Form 10-K for the fiscal year
       ended July 3, 1993, Commission File No. 0-13941).

10.93* Amendment to and Clarification of Employment Agreement dated as of
       February 27, 1995 between AST Research Inc. and Safi U. Qureshey
       (incorporated by reference to referenced exhibit number of the Company's
       Current Report on Form 8-K as filed with the Securities and Exchange
       Commission on March 3, 1995, Commission File No. 0-13941).

10.94* Form of  Severance Compensation Agreement (incorporated by reference to
       referenced exhibit number of the Company's Annual Report on Form 10-K for
       the fiscal year ended July 3, 1993, Commission File No. 0-13941).
</TABLE> 

                                       6
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit
Number                               Description
------                               -----------
<C>     <S>          
10.95*  Form of Amendment to Executive Officer Severance Compensation Agreement
        (incorporated by reference to referenced exhibit number of the Company's
        Solicitation/Recommendation Statement on Schedule 14D-9 as filed with
        the Securities and Exchange Commission on March 6, 1995, SEC File No.
        005-44159).

10.96*  Form of Amendment to Vice President Severance Compensation Agreement
        (incorporated by reference to referenced exhibit number of the Company's
        Solicitation/Recommendation Statement on Schedule 14D-9 as filed with
        the Securities and Exchange Commission on March 6, 1995, SEC File No.
        005-44159).

10.97*  Amendment to Severance Compensation Agreement dated February 27, 1995
        between AST Research, Inc. and Safi U. Qureshey (incorporated by
        reference to referenced exhibit number of the Company's
        Solicitation/Recommendation Statement on Schedule 14D-9 as filed with
        the Securities and Exchange Commission on March 6, 1995, SEC File No.
        005-44159).

10.98*  Involuntary Termination Policy dated September 2, 1994 (incorporated by
        reference to referenced exhibit number of the Company's Annual Report on
        Form 10-K for the fiscal year ended July 2, 1994, Commission File No. 0-
        13941).

10.99*  AST Research, Inc. 1994 One-Time Grant Stock Option Plan for Non-
        Employee Directors (incorporated by reference to referenced exhibit
        number of the Company's Quarterly Report on Form 10-Q for the fiscal
        quarter ended January 1, 1994, Commission File No. 0-13941).

10.100* Option Agreement Under AST Research, Inc. 1994 One-Time Grant Stock
        Option Plan for Non-Employee Directors  (incorporated by reference to
        referenced exhibit number of the Company's Quarterly Report on Form 10-Q
        for the fiscal quarter ended January 1, 1994, Commission File No. 0-
        13941).

10.101* Amendment to the AST Research, Inc. 1994 One-Time Grant Stock Option
        Plan for Non-Employee Directors dated February 27, 1995 (incorporated by
        reference to referenced exhibit number of the Company's
        Solicitation/Recommendation Statement on Schedule 14D-9 as filed with
        the Securities and Exchange Commission on March 6, 1995, SEC File No.
        005-44159).

10.102* Form of Acknowledgment/Consent to Waiver of Rights under the 1991 Stock
        Option Plan for Non-Employee Directors and/or AST Research Inc. 1994 One-
        Time Grant Stock Option Plan for Non-Employee Directors (incorporated by
        reference to referenced exhibit number of the Company's
        Solicitation/Recommendation Statement on Schedule 14D-9 as filed with
        the Securities and Exchange Commission on March 6, 1995, SEC File No.
        005-44159).

10.103* Performance Based Annual Management Incentive Plan (incorporated by
        reference to referenced exhibit number of the Company's Annual Report on
        Form 10-K for the fiscal year ended July 2, 1994, Commission File No. 0-
        13941).

10.104* President's Plan (comprised of resolutions adopted by the Board of
        Directors on November 2, 1995) (incorporated by reference to Exhibit 4.1
        of the Company's Registration Statement on Form S-8 as filed with the
        Securities and Exchange Commission on January 26, 1996, Registration No.
        333-00487).

10.105* Form of Nonqualified Stock Option Agreement pertaining to the
        President's Plan (incorporated by reference to Exhibit 4.2 of the
        Company's Registration Statement on Form S-8 as filed with the
        Securities and Exchange Commission on January 26, 1996, Registration No.
        333-00487).

10.106* AST Research, Inc. Profit Sharing Plus Plan, amended and restated as of
        July 1, 1993 (incorporated by reference to referenced exhibit number of
        the Company's Transition Report on Form 10-K for the fiscal year ended
        December 30, 1995, Commission File No. 0-13941).

10.107* First Amendment to the AST Research, Inc. Profit Sharing Plus Plan
        effective January 1, 1996 (incorporated by reference to referenced
        exhibit number of the Company's Transition Report on Form 10-K for the
        fiscal year ended December 30, 1995, Commission File No. 0-13941).

10.108* 1996 Non-Employee Director Plan (comprised of resolutions adopted by
        the Board of Directors on November 26, 1996) (incorporated by reference
        to the Company's Annual Report on Form 10K for the fiscal year ended
        December 28, 1996).

10.109* Implementation Supplement to Employment Agreement, dated April 19,
        1997, between AST Research, Inc. and Safi Qureshey (incorporated by
        reference to the Company's Solicitation/Recommendation Statement on
        Schedule 14D-9 as filed with the Securities and Exchange Commission on
        April 21, 1997).

21.     Subsidiaries of the registrant (incorporated by reference to the
        Company's Annual Report on Form 10K for the fiscal year ended December
        28, 1996).

23.     Consent of Independent Auditors (incorporated by reference to the
        Company's Annual Report on Form 10K for the fiscal year ended December
        28, 1996).
</TABLE> 

                                       7
<PAGE>
 
<TABLE> 
<CAPTION> 

Exhibit
Number                              Description
-------                             -----------
<C>    <S>
24.    Power of Attorney (incorporated by reference to the Company's Annual
       Report on Form 10K for the fiscal year ended December 28, 1996).

27.    Financial Data Schedule (incorporated by reference to the Company's
       Annual Report on Form 10K for the fiscal year ended December 28, 1996).

99.1#  Schedule I to the Company's Solicitation/Recommendation Statement on
       Schedule 14D-9 as filed with the Securities and Exchange Commission on
       April 21, 1997.
</TABLE> 

# Filed herewith
* Indicates a management contract or compensatory plan or arrangement required
  to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item
  14(c).

(b)  Reports on Form 8-K
     -------------------

     On October 7, 1996, the Company filed a report on Form 8-K reporting, under
     Item 5 thereof, that Michael Willcocks, Senior Vice President, Asia
     Pacific, and Gerald T. Devlin, Senior Vice President, Americas, resigned.
     The Company also announced that Hoon Choo joined the Company as Senior Vice
     President, Asia Pacific.

     On October 11, 1996, the Company filed a report on Form 8-K reporting,
     under Item 5 thereof, that Dennis R. Leibel, Senior Vice President, Legal,
     Administration and Secretary, retired.

     On November 11, 1996, the Company filed a report on Form 8-K reporting,
     under Item 5 thereof, that it signed a non-binding letter of intent with
     Samsung Electronics Co., Ltd. ("Samsung") to provide certain additional
     financial support to the Company as consideration for shares of non-voting
     Preferred Stock. The Company also reported that Roger W. Johnson has been
     named as a member of the Company's Board of Directors. In addition, the
     Company released results of the third quarter of fiscal year 1996,
     reporting a net loss of $135.3 million, or $2.41 per share.

     On December 26, 1996, the Company filed a report on Form 8-K reporting,
     under Item 5 thereof, that it signed a Second Additional Support Agreement
     with Samsung Electronics Co. Ltd. ("Samsung") to provide certain additional
     financial support to the Company as consideration for shares of non-voting
     preferred stock.  In addition, on December 26, 1996, the Company reported
     that it renewed its present $200 million credit line with a consortium of
     nine banks.  The Company further reported that Samsung has exercised its
     option to purchase a first group of intellectual properties pursuant to the
     Intellectual Property Assignment Agreement dated June 27, 1996 for a
     payment of $10 million.


AST Advantage!, AST Adventure!, AST Premmia, AST Research, GRiDPAD, GRiD, Victor
and PalmPad are registered trademarks of AST Research, Inc.  AST Computer, the
AST Computer logo, AST Works, Ascentia, ASTVision, Pronto!, Pronto! Pro,
Percepta, Bravo, Convertible, ExeCare, Manhattan, PowerExec, and Premmia are
trademarks of AST Research, Inc.  OverDrive and Pentium are registered
trademarks of Intel Corporation.  Pentium Pro is a trademark of Intel
Corporation.  OS/2 is a registered trademark of International Business Machines
Corporation.  NetWare is a registered trademark of Novell, Inc.  MS-DOS is a
registered trademark and Encarta is a trademark of Microsoft Corporation.  Radio
Shack is a registered service mark of Tandy Corporation.  Prodigy is a
registered trademark of the Prodigy Services Corporation.  America Online is a
registered service mark of America Online, Inc.  CompuServe is a registered
service mark of CompuServe, Inc.  Liquid Yield Option and LYON are trademarks of
Merrill Lynch & Co.  All other product or service names mentioned herein may be
trademarks or registered trademarks of their respective owners.  Reference to
the "Energy Star" program does not represent EPA endorsement of any product or
service.  Copyright (C)1996 AST Research, Inc.  All Rights Reserved.

                                       8
<PAGE>
 
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              AST Research, Inc.


                                  ---------------------------------------
                                                 (Registrant)



                              By  /s/ WON S. YANG
                                  ---------------------------------------
                                  Won S. Yang
                                  Senior Vice President
                                  and Chief Financial Officer (Acting)


Date:   April 25, 1997

                                       9