<PAGE>

_______________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                _________________________________________________

                                    FORM 10-K

                ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

 For the Fiscal Year Ended October 31, 1995      Commission File Number 0-13071

                             INTERPHASE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  TEXAS                                   75-1549797
     (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                        13800 SENLAC, DALLAS, TEXAS 75234
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code:  (214) 654-5000

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                                 TITLE OF CLASS
                           Common Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports required
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 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
10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant on January 4, 1996 was approximately $35,813,463.

           As of January 4, 1996, registrant had outstanding 4,667,703
                            shares of Common Stock.

                     DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following documents are incorporated by reference into this annual
report on Form 10-K Report: (1) Portions of the Definitive Proxy Statement for
Annual Meeting of Shareholders to be held in March 1996 (Part III).

_______________________________________________________________________________


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                                     PART I

ITEM 1.   BUSINESS.

INTRODUCTION

Interphase Corporation ("Interphase" or the "Company") designs, develops,
manufactures, markets and supports high performance network and mass storage
products based on advanced technologies for some of today's most powerful
computer systems.  Interphase's network and mass storage products include high
performance network adapters, and computer network operating system software
drivers, Fiber Distributed Data Interface ("FDDI") concentrators, and mass
storage controllers.  The Company's network products implement high speed
networking technologies such as FDDI, Asynchronous Transfer Mode ("ATM"),  fast
ethernet (both 100 VG-AnyLAN and 100 Base T), as well as the older more
established ethernet (10Base T) and Token Right technologies that facilitate the
high speed movement of information across computer networks.  The Company's mass
storage controllers are currently based on Small Computer Systems Interface
("SCSI") technology and in 1996 will include products based upon the emerging
high speed Fibre Channel technology to facilitate the movement of data to and
from mass storage devices.  Fibre Channel can also be used for a high speed
interconnect in clustered applications.  The Company's products are designed to
not only comply with the appropriate open system technical standards but also
optimize the performance of the customers network and mass storage environments.

The Company's network adapters and mass storage controllers consist of both
hardware and software. The hardware is essentially printed circuit boards which
plug into the backplane of a computer and incorporate industry standard bus
architectures of the most popular client/server platforms such as VMEbus, Sbus,
EISA, NIO, GIO, Micro Channel Architecture and the emerging industry standard
PCI bus, as well as input-output front-ends for many performance oriented
computer systems.  The Company's network adapters support a variety of media
including fiber optic cabling and unshielded twisted pair ("UTP") and shielded
twisted pair ("STP") copper wire.  The Company's software consists of drivers
for the most popular client/server operating systems such as Windows NT,
Netware, HP-UX, IRIX, O/S2, Solaris, SunO/S, AIX and certain real-time operating
systems.  In addition the software may include diagnostics, station management
("SMT") and in certain cases off-loads the processing of the protocol stack
from the server to the adapter card.  The Company's FDDI concentrator products
are stand-alone network devices which serve as a single point of connection for
multiport local area networks as well as perform certain network traffic
management tasks.  The mass storage controllers provide a high-speed connection
to computer peripheral  devices, such as disk drives, tape drives and printers.
The Company's products are used in a wide range of computer applications
including graphics workstations, high performance work groups, CPU clusters,
medical imaging,  telephone switching, on-line transaction processing and
financial services networks.

With respect to the client/server computer market, the majority of the Company's
products have been installed in the server (or "host") as opposed to the client
(or "desktop").  This reflects the Company's historical focus on the development
of high-performance, fully featured products that are targeted for the most
demanding computer networks.  Given the recent emergence of more powerful
desktop

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computing environments and a growth in demand for data intensive
applications, the Company believes that its strengths in certain network and
mass storage technologies will create significantly more opportunities for
desktop installations of its products in future years.

The Company believes that its success in gaining significant market share in
its selected markets is dependent upon not only the development and
manufacturing of high performance, high quality products but also in
establishing and maintaining the appropriate distribution channels.  The
Company has original equipment manufacturer ("OEM") agreements with some of
the best known companies in the computer business for its network products
and mass storage controllers.  The Company's customers include OEM's of
computer systems and network switches, systems integrators, value added
resellers ("VAR"), distributors and end-users. The Company believes that it
must maintain an ongoing synergistic relationship with its customers and
demonstrate technology leadership coupled with sophisticated manufacturing
and customer support capabilities.  The Company's manufacturing and
development activities are certified under the ISO 9001 international quality
standard.  This standard, considered the most comprehensive of the ISO 9000
standards, applies to not only manufacturing quality, but design, development
and support quality systems as well.  Certain companies in the United States
and Europe now require ISO certification of their key suppliers.  The
Company's headquarters and manufacturing facilities are located at its
Dallas, Texas location.

The Company, a Texas corporation, was founded in 1977.


PRODUCT OVERVIEW

The bus structure of a computer system is the pathway over which data flows
among the system's components, such as the central processing units ("CPU"),
disk or tape drives and network adapters.  The bus structure of a computer
coordinates the timing and routing of data, as well as defines the system
architecture for components which interface with each other.  The Company
develops and sells products based on high performance bus architectures such as
the VMEbus, SBus, EISA bus, Multibus, and the new emerging industry standard PCI
bus.   These bus architectures were developed by computer system manufacturers
and are considered "open systems" since certain specifications of the
architecture are published.  The concept of open systems has gained significant
momentum in recent years and has allowed end-users to configure a computing and
network environment that incorporates desired technology, features, scalibility
and support from a variety of product and service providers.

The CPU of a computer performs basic arithmetic, local memory access and
input/output functions for communication with peripheral equipment as well as
other functions associated with data transfers within a network such as protocol
processing. When commanded by the CPU, a network adapter facilitates the high-
speed communication of data among computer systems over a network as well as
validates data completeness and integrity. Network adapters also perform varying
levels of protocol processing and network management tasks.  A network protocol
is the set of rules or conventions used to govern the exchange of information
between networked nodes or LANs.  Most computer applications require immediate
access to a greater volume of data than can be stored in the computer's local
memory.  This necessitates external data storage capacity provided by disk or
tape drives.  A disk

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controller directs the data storage and retrieval operations of the disk
drive and controls the flow of data between the CPU and disk drive.  The disk
controller locates and formats the data stored on the disk, performs data
validity checking, data error detection and correction and informs the CPU of
the status of these operations and of the controller itself. A tape
controller performs the same functions as a disk controller but interfaces
with a tape drive.  Multifunction controllers operate like a disk controller
but allow the CPU to access disk drives and tape drives simultaneously.

Intelligent controllers designed by the Company incorporate proprietary firmware
(i.e., programs developed by the Company and stored in memory on the product)
and software to perform these functions simultaneously and independently from
the CPU, which allows the CPU to perform other operations at the same time as
network communications, data storage or retrieval occurs.


NETWORK PRODUCTS

Over the past several years the Company has developed a diverse line of network
products targeted for the VMEbus, Sbus, MCA and EISA bus marketplace.  The
majority of these products are sold directly to OEMs but a substantial portion
are also sold to VAR's, system integrators, distributors and large end-users.
Revenues derived from network products represented approximately 61%, 58% and
53% of revenues during the years ended October 31, 1995, 1994 and 1993,
respectively.  List prices for these products range from approximately $650 to
$25,000.

The Company's products included within this broad grouping can be further
divided into board level controller (adapter) products and stand-alone network
devices such as the fiberHUB 1600, M800, and M400 FDDI Concentrator.

BOARD LEVEL PRODUCTS-

     FDDI PRODUCT LINE-

FDDI is a stable, standardized, 100Mbit per second technology.  Its combination
of speed and stability make FDDI ideal for reliable high-performance workgroup
connections. FDDI high performance adapters are often used for movement of large
graphical images such as color prepress and medical imaging applications.  These
adapters are also used in enterprise servers for high-demand transaction
processing networks in corporate systems.

The V/FDDI 5211 represents a third generation FDDI network adapter from
Interphase.  This host based product is capable of supporting varying types of
media (e.g. fiber or copper) and contains an optical bypass control.  It can be
used in VME64 systems and is capable of link level or on-board protocol
processing.  Its RISC-based architecture can be configured for either single or
dual attachment to an FDDI network and is available in a 9U or 6U form factor
(refers to standard form factors of the printed circuit board).

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The V/FDDI 4211 is a second generation FDDI network adapter for VMEbus systems.
Its RISC-based architecture can be configured for either single or dual
attachment and is available in a 9U form factor as well as a 6U form factor.  It
also contains an optical bypass switch control.

The S/FDDI 4611 is a high performance FDDI network adapter for SBus systems. It
contains many of the same features as the VMEbus FDDI products such as support
for various media.  The Solaris or SunOS software driver included with this
product contains native TCP/IP support and integrated Station Management (SMT).

The E/FDDI 4811 is a high performance FDDI network adapter for EISA bus systems.
It provides for full implementation of FDDI Station Management (SMT) on-board,
freeing the host CPU to execute applications and upper level protocols.

     ETHERNET AND TOKEN RING PRODUCT LINE-

The V/Ethernet 4207  provides a connection to an ethernet network for VMEbus
systems.  It is a high performance protocol processor that is capable of data
rate transfers of over 30 Mbytes/second.

The V/Ethernet 3207  is considered to be a cost effective controller designed
for less complex local area ethernet networks.

The V/Token Ring Owl Is a VMEbus controller for both 4 and 16 Mbits/second Token
Ring local area networks.  It has an on-board COMMprocessor and is available in
either a 6U or 9U form factor.

     FAST ETHERNET (100VG-ANYLAN AND 100BASE-T)-

100VG-AnyLAN is a high performance ethernet LAN standard that supports all of
the network design rules and topologies of the popular 10Base-T ethernet and
token ring networks.  Because of this, it allows organizations to leverage their
existing network and cable infrastructures while upgrading to higher
transmission speeds.

Interphase is currently shipping the 4622 SBus 100VG-AnyLan adapter, which is
the industry's only 100VG product for Sun platforms, as well as the 5022 PMC.

The 100Base-T Standard supports 100Mbps of bandwidth using the 802.3 Ethernet
Media Access Control ("MAC") sublayer operating at 100 Mbps instead of 10Mbps.
Interphase is currently in development of 100Base-T network adapter, with first
product shipments expected in mid 1996.

     ATM PRODUCT LINE-

ATM is the newly emerging, scalable network technology capable of providing
enhanced quality of service in managing video, audio and data transmissions
compared to other existing  network technologies.  The scalable capability of
ATM allows the deployment of products with data transfer rates of 25 Mb, 51 Mb,
100 Mb, and 622 Mb, based upon the same core technology and operating

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within the same network.    ATM will also provide enhanced network management
capabilities and is expected to be suitable for many desktop and server
computing environments.  This developing industry standard is expected to
gain wide acceptance among both network and computer system manufacturers as
well as large cable system operations and telecommunications firms (by whom
it was initially developed and promoted).  The ATM adapter market is
anticipated to grow rapidly over the next several years.   These adapters can
connect stations over ATM using multimode fiber, single-mode fiber, or
Category 5 Unshielded Twisted Pair copper cable.

The 5515 PCI ATM adapter provides full duplex ATM connectivity for most PCI-
compliant systems.

The 4615 SBus ATM adapter provides full duplex ATM connectivity for virtually
all Sun Sbus platforms.

The 4815 EISA ATM adapter provides full duplex ATM connectivity for many EISA-
compliant systems .

The 5215 VME ATM adapter provides full duplex ATM connectivity for SGI Onyz and
Challenge systems running the IRIX operating system.

The 4915 GIO ATM adapter provides full duplex ATM connectivity for virtually all
Silicon Graphics GIO-based platforms.

The 4515 PMC ATM adapter provides reliable, high performance ATM connectivity
for PMC-based systems.

     STAND ALONE NETWORK DEVISES-

The  M1600 FDDI Concentrator provides multiport connectivity to an FDDI network.
It supports up to 16 master ports and facilitates high speed FDDI networking
between a variety of computing devices and across different types of FDDI media
including fiber and copper.  This device is "hot swappable" meaning that
individual modules may be replaced, removed or added without interrupting the
entire network.  Other fault tolerance features include an external optical
bypass control and an optional redundant power supply, making the M1600 well
suited for demanding FDDI backbone environments.

The M800 FDDI Concentrator contains many of the same high performance features
as the M1600 FDDI Concentrator but is designed for smaller workgroups with large
data transfer requirements.  It is available in a table top or rack mountable
design.

The M400 FDDI Concentrator is a compact, fixed port concentrator ideal for small
workgroup cluster. Available in either 4 or 8 port configurations,  the M400
provides options for fiber or copper media connectivity and the ability to
select managed or unmanaged operations.

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MASS STORAGE CONTROLLER PRODUCTS

Revenues derived from mass storage controller products represented approximately
34%, 39% and 47% of consolidated revenues during the years ended October 31,
1995, 1994 and 1993, respectively.  The Company's mass storage product line
includes products that function in VMEbus, EISA bus and Multibus systems.
During 1995 and 1994 the vast majority of mass storage revenues were derived
from SCSI products.  Presently, SCSI is the most popular mass storage technology
for both desktop and server applications since it is "device independent"
whereas many technologies prior to SCSI were not.  Device independent refers to
the fact that the controller can access and send data to and from a variety of
peripheral devices (e.g. disk drives, tape drives or printers).  List prices for
these products range from approximately $285 to $5,000.  Historically, the
primary market for these products has been computer system OEM's.

The V/SCSI-2 4220 is designed for VMEbus and VME64 systems. It complies with the
industry standard SCSI-2 interface.  It also contains two channels that support
up to 14 SCSI-1 or SCSI-2 devices.  It is capable of data rates of up to 10
MBytes/second in the synchronous mode and 5 MBytes/second in the asynchronous
mode.  This product is available in either a 6U or 9U form factor.
Additionally, an optional daughter card is available which allows for a
connection to an Ethernet network.  The incorporation of an Ethernet daughter
card with a SCSI adapter in this manner utilizes only one slot in a computer
backplane.

The V/SCSI 4210 is a high performance dual channel  SCSI host adapter for VMEbus
applications.  It supports up to seven SCSI devices per channel and can be
configured with one or two independent SCSI channels.  By utilizing the
BUSpacket Interface it can provide transfer rates of up to 5 MBytes/second in
synchronous mode and up to 1.5 MBytes/second in the asynchronous mode. This
product is available in either a 6U or 9U form factor.

Fibre Channel is the new, emerging high bandwidth architecture used for
concurrent communications among computers and peripheral devices. It is 10 to
250 times faster than existing technologies, including SCSI, capable of
transmitting at rates of one gigabit per second simultaneously in both
directions.  This kind of performance is a practical necessity when sizable
files containing x-rays or MRI scans are retrieved from a storage device.  Fibre
Channel can also operate over distances up to 10 km.  For disaster recovery
purposes it is an ideal technology for backing up mission critical data to mass
storage device at a secure remote location.  The Company will introduce its
first Fibre Channel products during 1996.


RESEARCH AND NEW PRODUCT DEVELOPMENT

The markets for the Company's products are characterized by rapid technological
development, evolving industry standards, frequent new product introductions and
relatively short product life cycles. The Company's success is substantially
dependent upon its ability to anticipate and react to these changes, maintain
its technological expertise, expand and enhance its product offerings in
existing technologies, and to develop in a timely manner new products in
emerging technologies, such as ATM-based networking, which achieve market
acceptance.  The Company believes it must offer products to

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the market which not only meet ever-increasing performance and quality
standards, but also provide compatibility and interoperability with products
and architectures offered by various computer and network systems vendors.
The continued utility of the Company's products can be adversely affected by
products or technologies developed by others.

The Company has been engaged in the development of new products and the
refinement of its existing products since its inception.  Interphase has been
active in the formulation of industry standards sanctioned by groups such as the
IEEE and ANSI and is a member of the ATM Forum, VME International Trade
Association (VITA), Fibre Channel Association, RAID Advisory Board, PCI Bus
Consortium, Fast Ethernet Alliance, SCSI Committee, the LADDIS Group, ONC/NFS
Consortium, University of New Hampshire FDDI Interoperability Lab, FC-Open
(Fibre Channel) Consortium, and ANTC Consortium for FDDI interoperability
testing.

During 1995, the Company has applied the majority of  its engineering
development resources to products for the emerging ATM market.  This network
technology provides for the integration of voice, video and data transmission in
local area networks and wide area networks, significant improvements in network
manageability, and scalability of speed from 25 mega bits per second ("Mbps") to
51, 100, 155 and 622 Mbps.  This focus has resulted in a number of
accomplishments by the Company including: the introduction of over 25 ATM
network interface cards during 1995, its PCI ATM adapter card being selected as
one of three finalist for "Best of Show" at the Spring 1995 Networld/Interop
show, the announcement of the industry's lowest priced ATM card in February
1995, and the joint announcement with Bay Networks of the first complete,
standards based, open ATM solution in December 1994.

During fiscal 1995, the Company has continued to introduce new FDDI products,
including PCI, GIO, and Sbus FDDI adapter cards and the M400 low cost four or
eight port FDDI concentrator with copper or fiber connectivity and optional SNMP
management.  The Company also introduced the industry's first Sbus 100 VG-AnyLAN
adapter and is developing the Company's first Fibre Channel mass storage
controller for introduction in 1996.

During the three years in the period ended October 31, 1995, the Company's
research and development expenses were approximately $7,327,000, $7,862,000 and
$8,772,000, respectively.  The decrease in absolute spending in 1995 and 1994 is
the result of certain cost reduction actions which are more fully described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this document.  At October 31, 1995, the Company had
approximately 51 employees engaged in research and product development
activities on a full-time basis.


MARKETING AND CUSTOMERS

The Company's standard products are sold to OEM's for inclusion in scientific,
industrial, medical, engineering workstations, printing, mini-supercomputer,
graphics and other computer applications.  These purchasers incorporate the
Company's products in proprietary systems for resale to distributors, system
integrators and VAR's (which add specially designed software) prior to resale to
end-users.  Also, the Company sells products directly to sophisticated end-users
such as large corporations,

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universities and scientific research organizations. During the year ended
October 31, 1995,  sales to Pyramid Corporation accounted for $7,039,000 or
15% of consolidated revenues, and was the only customer accounting for more
than 10% of consolidated revenues.  During the year ended October 31, 1994,
two customers accounted for more than 10% of consolidated revenues, Sequent
Computer and Motorola Systems, with revenues  of $4,125,000 and  $4,082,000,
respectively, each of which equaled approximately 10% of consolidated
revenues. During the year ended October 31, 1993, sales to Siemens Nixdorf
Information Systems were $4,517,000 or 12% of consolidated revenues, and was
the only customer accounting for more than 10% of consolidated revenuers.

In 1989, Motorola purchased 660,000 shares of common stock of the Company at a
price of $11.00 per share.  In addition, Motorola received warrants to purchase
an additional 660,000 shares of common stock at an exercise price of $15.40 per
share.  The warrants are exercisable only upon the occurrence of certain events,
including (i) a change of control of the Company or (ii) Motorola's purchase of
the Company's products achieving certain levels.  The warrants expire in March
1996 and contain certain antidilution provisions.  Sales to Motorola
approximated 6%, 10% and 8% of the Company's revenues for the  years ending
October 31,  1995, 1994 and 1993, respectively.

The Company markets its products through its own sales organization and, to a
lesser extent, through a network of independent sales representatives.  In
addition to the Company's headquarters in Dallas, Texas, the Company has  sales
offices located in or near Santa Clara, California; Boston, Massachusetts;
Portland, Oregon; Phoenix, Arizona; Minneapolis, Minnesota; Nashua, New
Hampshire; Tokyo, Japan; and London, England. The Company's sales personnel
market products directly to key customers as well as support the sales
representative network.  During 1995, the Company has been successful in
establishing new alliances with key computer and network switch OEM's for its
ATM products, including Bay Networks, UB Networks, NEC, Agile Networks, and
Hewlett Packard.  In addition, the Company has entered into distribution
agreements with key national and international distribution partners, including
Anixter, Fuji-Xerox, Gates/Arrow and Westcon.

Interphase emphasizes its extensive product support, training and field support
to its customers.  The Company's products are generally sold with a one year
warranty covering components and labor.  After the expiration of the warranty
period, support services are generally provided by the Company for a stated flat
fee.

European sales in fiscal 1995, 1994 and 1993  accounted for approximately
$3,818,000 or 8% of consolidated revenues, $6,277,000 or 16% of total revenues
and $9,801,000 or 25% of total revenues, respectively.   The Company believes
these declines are attributable to certain product development and marketing
strategies taken by the Company's European customer base which resulted in fewer
business opportunities for the Company as well as the persistent and continuing
general economic weakness in many European economies.  In addition certain of
the Company's U.S. customers purchase and integrate products in the U.S., then
sell directly into the European markets and have been increasing market share in
Europe during these time frames.  In the latter part of  fiscal 1995 the Company
reorganized its  European operations with the anticipation that European sourced
revenues will begin to reverse the recent downward trend during 1996.

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The Company and its customers generally enter into written agreements
specifying, among other items standard in commercial agreements, product
specifications, failure rates, shipping requirements, shipment rescheduling
terms, price/volume schedules and manufacturer warranties. Substantially all of
these agreements do not contain determinable purchase commitments of the
customers, providing instead that actual purchase and shipments of products be
made by specific purchase order.  Accordingly, any shipment rates stated in such
contracts are subject to rescheduling and/or cancellation, and therefore are not
indicative of the future purchase orders to be submitted by such customer.  In
addition, the actual terms of the contracts tend to be modified in the ordinary
course of business by means of subsequent purchase order terms and by course of
dealing.

The Company does not believe that the level of backlog of orders is either
material or indicative of future results, since its contracts are subject to
revision through subsequent purchase orders and since its customers are
generally permitted to cancel purchase orders, within certain parameters, prior
to shipment without penalty.

The majority of the Company's sales are to OEMs with payment terms typically
being net 30-45 days from date of invoice.


MANUFACTURING AND SUPPLIES

All manufacturing operations are currently conducted at the Company's
headquarters in Dallas, Texas.  The Company's products consist primarily of
various integrated circuits, other electronic components and firmware assembled
onto an internally designed printed circuit board.

The Company uses sole-sourced, internally designed, applications specific
integrated circuits ("ASIC") on most of its products as well as standard off-
the shelf items presently available from two or more suppliers.  Historically
the Company has not experienced any significant problems in maintaining an
adequate supply of these parts sufficient to satisfy customer demand, and the
Company believes that it has good relations with its vendors.  However, during
the latter part of fiscal 1995, the Company began to experience difficulty in
the timely delivery of a certain ASIC from a vendor with whom the Company has
had a long standing relationship.  The Company believes this problem arose in
part because of the significant increase in worldwide demand for semiconductor
components during 1995 as well as the vendor's production problems associated
with the transfer of this particular ASIC from one production facility to
another.  Should this shortage continue or other shortages occur the Company's
revenue levels would likely be adversely affected and, potentially,
relationships with its customers could be impaired.

The Company generally does not manufacture products to stock in finished goods
inventory, as substantially all of the Company's production is dedicated to
specific customer purchase orders.  As a result, the Company does not have any
material requirements to maintain significant inventories or other working
capital items.

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<PAGE>

INTELLECTUAL PROPERTY AND PATENTS

While the Company believes that its success is ultimately dependent upon the
innovative skills of its personnel and its ability to anticipate technological
changes, its ability to compete successfully will depend, in part, upon its
ability to protect proprietary technology contained in its products.  The
Company does not currently hold any patents relative to its current product
lines.  Instead, the Company relies upon a combination of trade secret,
copyright and trademark laws and contractual restrictions to establish and
protect proprietary rights in its products.  The development of alternative,
proprietary and other technologies by third parties could adversely affect the
competitiveness of the Company's products.  Further, the laws of some countries
do not provide the same degree of protection of the Company's proprietary
information as do the laws of the United States.  Finally, the Company's
adherence to industry-wide technical standards and specifications may limit the
Company's opportunities to provide proprietary product features capable of
protection.

The Company is also subject to the risk of litigation alleging infringement of
third party intellectual property rights.  Infringement claims could require the
Company to expend significant time and money in litigation, pay damages, develop
non-infringing technology or acquire licenses to the technology which is the
subject of asserted infringement.

The Company has entered into several nonexclusive software licensing agreements
that allow the Company to incorporate software into its product line thereby
increasing its functionality, performance and interoperability.

EMPLOYEES

At October 31, 1995, the Company had 193 full-time employees, of which 76 were
engaged in manufacturing and quality assurance, 51 in research and development,
35 in sales, sales support, service and marketing and 31 in general management
and administration.

The Company's success to date has been significantly dependent on the
contributions of a number of its key technical and management employees. The
Company does not maintain life insurance policies on its key employees and,
except for a few executive officers, does not have employment agreements with
key employees.  The loss of the services of one or more of these key employees
could have a material adverse effect on the Company.  In addition, the Company
believes that its future success will depend in large part upon its ability to
attract and retain highly skilled and motivated technical, managerial, sales and
marketing personnel.  Competition for such personnel is intense.

None of the Company's employees are covered by a collective bargaining agreement
and there have been no work stoppages.  Additionally, the Company considers its
relationship with its employees to be good.


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COMPETITION

The computer network industry is intensely competitive and is significantly
affected by product introductions and market activities of industry
participants.  The Company expects substantial competition to continue.  The
Company's competition includes vendors specifically dedicated to the mass
storage controller and computer network product markets.  Traditionally the
Company's major OEM customers have chosen not to manufacture adapters for their
products or do not manufacture sufficient quantities or types of controllers to
meet their needs.  Increased competition could result in price reductions,
reduced margins and loss of market share.

Many of the Company's current and potential competitors have significantly
greater financial, technical, marketing and other resources and larger installed
bases than the Company.  Several of the Company's competitors have been acquired
by major networking companies.  These acquisitions are likely to permit the
Company's competitors to devote significantly greater resources to the
development and marketing of new competitive products and the marketing of
existing competitive products to their larger installed bases.  The Company
expects that competition will increase substantially as a result of these and
other industry consolidations and alliances, as well as the emergence of new
competitors.  The Company believes that it has been able to compete as a result
of its perceived technological leadership within the Company's market segment
and its reputation for high product performance.


ITEM 2.   PROPERTIES.

The Company leases a 96,000 square foot facility located in Farmers Branch,
Texas, a suburb of Dallas.  The facility includes approximately $2.8 million in
leasehold improvements that were made by the Company.  The lease, inclusive of
renewal options, extends through 2009.  The Company believes that its facilities
and equipment are in good operating condition and are adequate for its
operations.  The Company owns most of the equipment used in its operations.
Such equipment consists primarily of engineering equipment, manufacturing and
test equipment, and fixtures.


ITEM 3.   LEGAL PROCEEDINGS.

On January 22, 1996, the Company filed a lawsuit in the 160th Judicial District
Court of Texas against Rockwell International Corporation and related parties
seeking damages for breach of contract in connection with a proposed acquisition
by the Company of a division of Rockwell.  The Company is unable to predict with
any certainty the outcome of this litigation.  Also See Note 8 of the notes to
consolidated financial statements of this document entitled "Acquired Product
Rights".  Other than the foregoing, there are no other legal proceedings,
pending or threatened, against the Company that, in management's opinion, could
have a material effect on the Company's financial position or operations.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable


                                     11


<PAGE>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

Since January 1984 shares of the Company's common stock have been traded in The
Nasdaq Stock Market under the symbol INPH. The following table summarizes its
high and low price for each fiscal quarter during 1995 and 1994 as reported by
Nasdaq.

<TABLE>
<CAPTION>
          FISCAL 1995:             HIGH              LOW
          ------------             ----              ---
           <S>                    <C>               <C>
            First quarter        $12 3/4           $ 8 1/2
            Second quarter        12 3/8             8 3/8
            Third quarter         17 3/4             9 3/4
            Fourth quarter        17 1/2            10 1/2


          FISCAL 1994:
          ------------

            First quarter        $ 5 3/4           $ 3 5/8
            Second quarter         6                 4 1/8
            Third quarter          7                 5
            Fourth quarter        12 3/4             5 1/4
</TABLE>


As of January 4, 1996, the Company had  111 record owners of its common stock.

The Company has not paid dividends on its Common Stock since its inception.
The Board of Directors does not anticipate payment of any dividends in the
foreseeable future and intends to continue its present policy of retaining
earnings for reinvestment in the operations of the Company.


                                     12


<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS DATA:
FOR THE YEAR ENDED OCTOBER 31,
(In thousands, except per share data)      1995       1994         1993         1992        1991
                                     -------------------------------------------------------------
<S>                                       <C>        <C>            <C>         <C>         <C>
Revenues                                 $47,368     $40,303      $38,496      $44,258     $40,186

Gross profit                              23,547      20,066       18,764       24,142      23,125

Research and development                   7,327       7,862        8,772        9,180       6,434

Sales and marketing                        8,583       7,599        9,087        8,337       7,681

General and administrative                 4,004       4,146        4,847        4,380       4,441

Special charges                                -       1,148        2,447            -           -

Operating income (loss)                    3,633        (689)      (6,389)       2,245       4,569

Other, net                                   589         278          404          592          30

Income (loss) before income tax            4,222        (411)      (5,985)       2,837       4,599
                                          ------       ------     -------       ------      ------

Net income (loss)                         $2,759       $(280)     $(4,201)      $1,787      $3,107
                                          ------       ------     -------       ------      ------
                                          ------       ------     -------       ------      ------
Net income (loss) per share                $0.55      $(0.06)      $(0.94)       $0.39       $0.77

Weighted average number of common          5,051       4,484        4,472        4,592       4,033
 and common equivalent shares


BALANCE SHEET DATA:
OCTOBER 31,

Working capital                          $24,328     $20,776      $19,053      $21,796     $22,208

Total assets                              35,430      31,943       32,339       36,468      34,065

Total liabilities                          5,019       5,094        5,239        5,240       4,740

Shareholders' equity                      30,411      26,849       27,100       31,228      29,325
</TABLE>



                                     13

<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.



CONSOLIDATED STATEMENTS OF OPERATIONS PERCENTAGE OF REVENUES

<TABLE>
<CAPTION>


                                           YEAR ENDED OCTOBER 31,
                                         1995      1994      1993
                                         -------------------------
<S>                                       <C>       <C>       <C>
Revenues                                 100.0%    100.0%    100.0%
Cost of sales                             50.3      50.2      51.3
                                         -------------------------
Gross profit                              49.7      49.8      48.7

Research and development                  15.4      19.5      22.8
Sales and marketing                       18.1      18.9      23.6
General and administrative                 8.5      10.3      12.6
Provision for strategic realignment        -         2.8       3.0
Loss on acquired product rights            -         -         3.3
                                         -------------------------

Operating income (loss)                    7.7      (1.7)    (16.6)
                                         -------------------------

Interest income                            1.2        .8       1.2
Other, net                                 -         -         (.2)
                                         -------------------------

Income (loss) before income taxes          8.9       (.9)    (15.6)

Provision (benefit) for income taxes       3.1       (.3)     (4.7)
                                         -------------------------

Net income (loss)                          5.8%      (.6)%   (10.9)%
                                         -------------------------
                                         -------------------------
</TABLE>


RESULTS OF OPERATIONS

REVENUES:  Total revenues in 1995 were $47,368,000 as compared to $40,303,000 in
1994 and 38,496,000 in 1993.  This represents a growth in revenues of  18% from
1994 to 1995.  The improvement in revenues  was led by a 33% increase in sales
of the Company's FDDI (Fiber Distributed Data Interface) product line, a 9%
increase in SCSI products and partially offset by a decrease of 17% in sales of
older ethernet products.  FDDI revenues approximated 45% of total revenues in
1995, SCSI 33% and ethernet 12%.  Asynchronous Transfer Mode ("ATM") products
were 4% of total revenues in 1995 and reflected the fastest rate of growth
throughout the year.  Networking products in total comprised 61% of total
revenues for 1995, while mass


                                     14


<PAGE>

storage product revenues approximated 34% of total revenue.   North American
revenues grew 29%, Pacific Rim revenues grew 15%, and European revenues
declined 40% compared to 1994  The increase in revenue  from 1993 to 1994 was
$1,807,000,  which represents a growth of approximately 5%. This growth is
due primarily to a 44% increase in revenue from the Company's FDDI product
largely offset by declines in ethernet and to a lesser extent by SCSI product
revenues.  In 1994 FDDI revenues approximated 39% of total revenues, SCSI
36%, Ethernet 17% and ATM 1%.  In 1994 network products in total comprised
58%, and mass storage product revenues approximated 39%, of total revenues.

COST OF SALES:  Cost of Sales expressed  as a percentage of revenues was 50%,
50% and 51% for the years ended October 31, 1995, 1994 and 1993,
respectively. In 1995, the FDDI and SCSI products experienced slightly lower
cost of sales as a percentage of revenues compared to 1994, due primarily to
product mix changes. Ethernet cost of sales as a percentage of revenues
in 1995 was unchanged from 1994, and ATM cost of sales as a percentage of
revenues continued to be very high, typical of a first year technology.  In
1994, the cost of sales as a percentage of revenues declined compared to 1993
by 1% due to cost reduction actions described more fully below in  "Special
Charges" and the positive impact of higher production volumes.  In 1996, the
overall cost of sales as a percentage of revenues is expected to increase due
to the anticipated growth of ATM products.

RESEARCH AND DEVELOPMENT:   The Company's investment in the development of new
products through research and development was $7,327,000, $7,862,000 and
$8,772,000 in 1995, 1994, and 1993, respectively. As a percentage of revenue,
research and development expenses were 16%, 20% and 23% for 1995, 1994, and
1993, respectively .  The decrease in absolute spending in 1995 and 1994 is a
deliberate focus by the Company to expend resources more effectively, and the
cost reduction actions taken in 1994.  The Company has continued to focus its
developmental efforts on ATM  and FDDI products.  As a percent of revenue
research and development expense are expected to remain essentially flat for
1996, as compared to 1995.

SALES AND MARKETING:  Sales and marketing expenses were $8,583,000, $7,599,000
and $9,087,000 in 1995, 1994, and 1993, respectively. As a percentage of
revenue, sales and marketing expenses were 18%, 19% and 24% for 1995, 1994, and
1993, respectively.  The increase in spending from 1994 to 1995 is primarily
related to the increase in revenues over 1994.  The decrease in absolute
spending from 1993 to 1994 is due to cost reduction actions taken in 1994.

SPECIAL CHARGES:  In the first quarter of 1994 the Company recorded a $1,148,000
provision for strategic realignment related to a 15% reduction in workforce,
consolidation of the California engineering activities to Dallas and the write-
off of nonproductive assets.  This cost reduction initiative followed a similar
action taken in the third quarter of 1993 when the Company recorded a $1,172,000
charge also related to a similar reduction in workforce and the write-off of
nonproductive assets.  Each of these actions were implemented as part of a
strategy to regain profitable quarterly financial performance by adjusting
spending to near-term revenue expectations while preserving the Company's key
strengths.  These two efforts have been referred


                                     15


<PAGE>

to throughout as the "cost reduction actions".  Finally, in the third quarter
of 1993, the Company recorded a $1,275,000 loss associated with the write-off
of certain acquired product rights from Intellectual Systems,  Inc.  This
matter has resulted in litigation and is discussed further in Note 8 to the
Consolidated Financial Statements.

GENERAL AND ADMINISTRATIVE:   The expenses for general and administrative were
$4,004,000, $4,146,000 and $4,847,000 in 1995, 1994, and 1993, respectively. As
a percentage of revenue, general and administrative expenses were 9%, 10% and
13% for 1995, 1994, and 1993, respectively.  The decreases in spending in both
1995 and 1994 were a result of cost reduction actions as discussed above.

INTEREST INCOME:  Interest Income was $586,000, $309,000 and $463,000 in 1995,
1994, and 1993, respectively.  The increase in interest income for 1995 compared
to 1994 is related to the increase in funds available for investment.  The
decrease in interest income in 1994 is due to a decline in funds available for
investment and a one-time gain that was recognized in 1993 for the early
liquidation of certain marketable securities that had increased in value as a
result of the change in market interest rates.

PROVISION (BENEFIT) FOR INCOME TAXES:  The Company's provision for income taxes
in 1995, 1994, and 1993  is made up of the federal statutory rate of 34% as well
as a provision for state and foreign taxes paid but not available for credit in
the United States.  Therefore the rate is slightly higher than 34%.

NET INCOME (LOSS):  The net income for the Company was $2,759,000 in 1995,
compared to a net loss of $280,000 in 1994 and a net loss of $4,201,000 in
1993. 1995 profit is a result the 18% growth in revenues while,  maintaining
a gross margin of 50% and reducing operating expenses by 4% from 1994,
resulting in a net income as a percentage of revenues of approximately 6%.
The decrease in net loss from 1993 to 1994 is attributable to the reduction
in normal operating expenses resulting from the cost reduction actions as
discussed above.

ADOPTION OF ACCOUNTING STANDARDS:  Effective November 1, 1993, the Company
adopted Financial Accounting Standards Board Statement ("SFAS") No. 109,
"Accounting for Income Taxes".  SFAS No. 109 utilizes the liability method, and
deferred taxes are determined based on the estimated future tax effects of
differences between the financial statement and tax basis of assets and
liabilities given the provisions of enacted tax law.  As permitted by the
Statement, prior year financial statements have not been restated and the result
of the change was not material to the Consolidated Financial Statements.

On November 1, 1993, the Company adopted SFAS No. 115,  "Accounting for Certain
Investments in Debt and Equity Securities."  In accordance with the requirements
of the Statement, the Company has determined that all of its marketable
securities should be classified as "available-for-sale" securities and reported
at fair value.  Unrealized gains and losses are excluded from earnings and
reported in a separate component of shareholders' equity, net of related


                                     16


<PAGE>

deferred taxes.  The Company's results of operations will continue to include
earnings from such securities as calculated on a yield-to-maturity basis.

RECENTLY ISSUED ACCOUNTING POLICIES:  In March 1995, the Financial Accounting
Standards Board issued SFAS No. 121;  "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of", which establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill.  Adoption is required in financial
statements for fiscal years beginning after December 15, 1995.  The Company does
not expect the adoption of SFAS No. 121 to have any material effect on the
consolidated financial statements of the Company.

In November 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation".  This statement becomes effective for
the Company in fiscal year 1997.  This statement requires companies to provide
additional disclosures related to employee stock-based compensation plans, or
allows companies to change the accounting for compensation expense associated
with its stock-based compensation.  The Company has not yet determined the
impact, if any, on the results of operations of the Company due to adoption of
this statement.


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash, cash equivalents and marketable securities aggregated
$12,686,000, and $11,534,000 and $8,291,000 at October 31, 1995, 1994, and
1993, respectively.  The increase of $1,152,000 in 1995 was primarily due to
the level of profitability in 1995 partially offset by the growth in accounts
receivable and inventories, both a refection of the growth of the business
during the year. Expenditures for equipment and purchased software were
nearly the same as depreciation and amortization expenses in 1995.   From
1993 to 1994 the increase in cash, cash equivalents and marketable securities
was $3,243,000.  This increase is the result of generating $4,575,000 in cash
from operations coupled with a reduction in capital outlays of over 40% from
the prior year, pursuant to the cost reductions actions implemented in early
1994.  Expenditures for equipment and purchased software were $2,728,000,
$1,492,000 and $2,777,000 in 1995, 1994 and 1993, respectively.  The Company
expects that its cash, cash equivalents and marketable securities will be
adequate to meet foreseeable needs in 1996.  At October 31, 1995, the Company
had no material commitments to purchase capital assets.  The Company's only
significant long-term obligation is its operating lease on its Dallas
facility.  The Company has not paid any dividends since its inception and
does not anticipate paying any dividends in 1996.



                                     17


<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See Item 14 (a) below.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     Not applicable






                                     18





<PAGE>

                                 PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


DIRECTORS

See information regarding the Directors and nominees for director under the
heading "Election of Directors"  of the Proxy Statement for the Annual Meeting
of Shareholders to be held in March 1996, which is incorporated herein by
reference.


EXECUTIVE OFFICERS

As of January 4, 1996, the executive officers of the Company, their respective
ages, positions held and tenure as officers are listed below:

<TABLE>
<CAPTION>
                                                                          EXECUTIVE
                                                                         OFFICERS OF
                                                                         THE COMPANY
       NAME              AGE  POSITION(S) HELD WITH THE COMPANY             SINCE
       ----              ---  ---------------------------------          -----------
<S>                     <C>      <C>                                       <C>
R. Stephen Polley        45   Chairman, Chief Executive Officer,             1993
                              Chief Operating Officer and President

Robert L. Drury          48   Chief Financial Officer,                       1992
                              Vice President of Finance and Treasurer

James C. Gleason         35   Vice President of Sales and Operations         1992

Ernest E. Godsey         48   Vice President of Business Development         1992

Paula E. D. Jandura      43   Vice President of Administration               1992

John E. Tuder            37   Vice President of Engineering                  1995

</TABLE>

R. STEPHEN POLLEY joined the company as President and Chief Operating Officer in
November 1993 and was elected a director by the Board of Directors in November
1993.  In June 1994, Mr. Polley was named Chief Executive Officer of the Company
and appointed Chairman of the Board of Directors.  From August 1992 to February
1993, Mr. Polley acted as a consultant in strategic and management matters and
as a director for Computer Automation, Inc.  Computer Automation provided
various products and services for use in facsimile management systems,
minicomputers and microcomputers.   From 1987 to April 1992, Mr. Polley served
as President, Chief Executive Officer and a director of Intellicall, Inc., a
diversified supplier of telecommunications products and services including
private pay telephones and microprocessor-based automated operator systems.


                                      19

<PAGE>

ROBERT L. DRURY joined the company as Vice President of Finance and Chief
Financial Officer in December 1992.  In June 1994, Mr. Drury was also named
Treasurer for the Company.  From 1988 through 1992, Mr. Drury was Chief
Financial Officer of the Ben Hogan Company, a manufacturer of golf related
products.

JAMES C. GLEASON joined the company in 1986 as Manufacturing Operations Manager.
Since that time he has served as Vice President of Sales and Marketing (1993),
Vice President of Operations (1992) and Vice President of Manufacturing (1988).

ERNEST E. GODSEY joined the company as Vice President of Business Development in
December 1992.  From October 1991 through December 1992, Mr. Godsey was Vice
President of Engineering and Marketing for Mizar, Inc., a supplier of various
products for the microcomputer OEM marketplace.  From 1986 through October 1991,
Mr. Godsey was employed by the Company in various marketing capacities, the last
being that of Vice President of Marketing.

PAULA E. D. JANDURA has served as Vice President of Administration since 1986.

JOHN E. TUDER  joined the company as Vice President of Engineering in 1995.
Prior to joining Interphase Mr. Tuder was Director of Product Development for
the Broadband Products Division of DSC Communications Corporation, from 1993
through 1995, and prior to that with Intergraph in Huntsville, Alabama, from
1980 through 1993.


ITEM 11.  EXECUTIVE COMPENSATION.

The information required by this Item is in the Proxy Statement for the Annual
Meeting of Shareholders to be held in March 1996, which is incorporated herein
by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

The information required by this Item is in the Proxy Statement for the Annual
Meeting of Shareholders to be held in March 1996, which is incorporated herein
by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this Item is in the Proxy Statement for the Annual
Meeting of Shareholders to be held in March 1996, which is incorporated herein
by reference.


                                      20

<PAGE>



                                   PART IV



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


(a)  (i)  and (ii)  Financial Statements and Schedules.

Reference is made to the listing on page F-1 of all financial statements and
schedules filed as a part of this report.


     (iii)   Exhibits.

Reference is made to the Index to Exhibits on page E-1 for a list of all
exhibits filed during the period covered by this report.


(b)  Reports on Form 8-K.

No reports on Form 8-K have been filed by the Registrant during the quarter
ended  October 31, 1995.












                                      21

<PAGE>



                      INDEX TO FINANCIAL STATEMENTS AND
                        FINANCIAL STATEMENT SCHEDULES



Report of Independent Public Accountants -
     ARTHUR ANDERSEN LLP                                         F-2

Consolidated Balance Sheets - October 31, 1995 and 1994          F-3

Consolidated Statements of Operations - Years Ended
     October 31, 1995, 1994 and 1993                             F-4

Consolidated Statements of Shareholders' Equity - Years Ended
     October 31, 1995, 1994 and 1993                             F-5

Consolidated Statements of Cash Flows - Years Ended
     October 31, 1995, 1994 and 1993                             F-6

Notes to Consolidated Financial Statements                       F-7 to F-15












                                     F-1

<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders and Board of Directors of Interphase Corporation:

We have audited the accompanying consolidated balance sheets of Interphase
Corporation (a Texas corporation) and subsidiary as of October 31, 1995 and
1994, and the related consolidated statements of operations, shareholder's
equity, and cash flows for each of the three years in the period ended October
31, 1995.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Interphase Corporation and
subsidiary as of October 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period ended October 31,
1995, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, effective
November 1, 1993, the Company changed its method of accounting for certain debt
and equity securities.

                              ARTHUR ANDERSEN LLP



Dallas, Texas
December 4, 1995





                                       F-2


<PAGE>

                            INTERPHASE CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT NUMBER OF SHARES)

<TABLE>
<CAPTION>
ASSETS                                                             OCTOBER 31,  OCTOBER 31,
------                                                                1995         1994
                                                                   ----------   ----------
<S>                                                                    <C>         <C>
Cash and cash equivalents                                           $ 3,320      $ 3,814
Marketable securities                                                 9,366        7,720
Trade accounts receivable, less allowances for uncollectible
     accounts of $238 and $240, respectively                          7,521        5,658
Inventories, net                                                      7,486        6,577
Refundable income taxes                                                 -            219
Prepaid expenses and other current assets                               957          733
Deferred income taxes, net                                              594        1,019
                                                                    -------      -------
     Total current assets                                            29,244       25,740
                                                                    -------      -------
Machinery and equipment                                              10,920       11,137
Leasehold improvements                                                2,758        2,763
Furniture and fixtures                                                  351          312
                                                                    -------      -------
                                                                     14,029       14,212
Less-accumulated depreciation and amortization                       (8,820)      (8,918)
                                                                    -------      -------
     Total property and equipment, net                                5,209        5,294
                                                                    -------      -------
Capitalized software, net of accumulated amortization                   524          804
Deferred income taxes, net                                              301           46
Other assets                                                            152           59
                                                                    -------      -------
     Total assets                                                   $35,430      $31,943
                                                                    -------      -------
                                                                    -------      -------

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable and accrued liabilities                            $ 3,193      $ 3,501
Accrued compensation                                                  1,357        1,463
Income taxes payable                                                    366          -
                                                                    -------      -------
     Total current liabilities                                        4,916        4,964
Deferred lease obligations                                              103          130
                                                                    -------      -------
     Total liabilities                                                5,019        5,094

Common stock, no par value; 100,000,000 shares authorized;
     4,661,303 and 4,513,230 shares outstanding                      24,177       23,493
Retained earnings                                                     6,263        3,504
Unrealized holding period loss                                          (29)        (148)
                                                                    -------      -------
     Total shareholders' equity                                      30,411       26,849
                                                                    -------      -------
     Total liabilities and shareholders' equity                     $35,430      $31,943
                                                                    -------      -------
                                                                    -------      -------
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-3

<PAGE>

                            INTERPHASE CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                        YEAR ENDED OCTOBER 31,
                                                  ---------------------------------
                                                    1995         1994         1993
                                                  -------      -------      -------
<S>                                                <C>         <C>           <C>
Revenues                                          $47,368      $40,303      $38,496
Cost of sales                                      23,821       20,237       19,732
                                                  -------      -------      -------
Gross profit                                       23,547       20,066       18,764
                                                  -------      -------      -------
Research and development                            7,327        7,862        8,772
Sales and marketing                                 8,583        7,599        9,087
General and administrative                          4,004        4,146        4,847
Provision for strategic realignment                   -          1,148        1,172
Loss on acquired product rights                       -            -          1,275
                                                  -------      -------      -------
   Total operating expenses                        19,914       20,755       25,153
                                                  -------      -------      -------
Operating income (loss)                             3,633         (689)      (6,389)

Interest income                                       586          309          463
Other, net                                              3          (31)         (59)
                                                  -------      -------      -------
Income (loss) before income taxes                   4,222         (411)      (5,985)

Provision (benefit) for income taxes                1,463         (131)      (1,784)
                                                  -------      -------      -------
Net income (loss)                                 $ 2,759      $  (280)     $(4,201)
                                                  -------      -------      -------
                                                  -------      -------      -------
Net income (loss) per common and
   common equivalent share                        $  0.55      $ (0.06)     $ (0.94)
                                                  -------      -------      -------
                                                  -------      -------      -------
Weighted average common and common
   equivalent shares                                5,051        4,484        4,472
                                                  -------      -------      -------
                                                  -------      -------      -------
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4

<PAGE>



                             INTERPHASE CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                     COMMON STOCK                   UNREALIZED
                                                   -----------------    RETAINED      HOLDING
                                                   SHARES    AMOUNT     EARNINGS    PERIOD LOSS    TOTAL
                                                   ------    -------   ----------   -----------   -------
<S>                                                 <C>        <C>        <C>         <C>          <C>
Balance at October 31, 1992                         4,464    $23,243    $ 7,985        $  -       $31,228

 Option exercises,  including related tax benefit      13         73                      -            73
 Net Loss                                             -          -       (4,201)          -        (4,201)
                                                    -----    -------    -------        -----       -------
Balance at October 31, 1993                         4,477     23,316      3,784           -        27,100
                                                    -----    -------    -------        -----       -------
 Option exercises,  including related tax benefit      36        177        -             -           177

 Unrealized holding period loss                       -          -          -           (148)        (148)

 Net loss                                             -          -         (280)          -          (280)
                                                    -----    -------    -------        -----       -------
Balance at October 31, 1994                         4,513     23,493      3,504         (148)       26,849
                                                    -----    -------    -------        -----       -------
 Option exercises,  including related tax benefit     148        684        -             -            684

 Unrealized holding period gain                       -          -          -            119           119

 Net income                                           -          -        2,759           -          2,759
                                                    -----    -------    -------        -----       -------
Balance at October 31, 1995                         4,661    $24,177    $ 6,263        $ (29)      $30,411
                                                    -----    -------    -------        -----       -------
                                                    -----    -------    -------        -----       -------
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-5

<PAGE>



                            INTERPHASE CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                         YEAR ENDED OCTOBER 31,
                                                                                                    -----------------------------
                                                                                                      1995       1994        1993
                                                                                                    -------    -------     -------
<S>                                                                                                   <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                                 $ 2,759    $  (280)    $(4,201)
                                                                                                    -------    -------     -------
  Adjustment to reconcile net income (loss) to net cash provided (used) by operating activities:
   Loss on acquired product rights                                                                      -          -         1,275
   Provision for strategic realignment                                                                  -        1,148       1,172
   Depreciation and amortization                                                                      2,814      3,189       3,069
   Change in assets and liabilities, excluding effect from provision for strategic realignment
       and loss on acquired product rights:
       Trade accounts receivable                                                                     (1,863)       187       2,924
       Inventories                                                                                     (909)      (195)     (1,199)
       Refundable income taxes                                                                          219      1,630      (1,849)
       Prepaid expenses and other current assets                                                       (224)       285        (307)
       Accounts payable and accrued liabilities                                                         (28)      (746)        (70)
       Accrued compensation                                                                            (106)      (221)       (174)
       Income taxes payable                                                                             366        -          (267)
   Deferred income taxes                                                                                170       (446)       (405)
   Deferred lease obligations                                                                           (27)        24          30
                                                                                                    -------    -------     -------
   Net adjustments                                                                                      412      4,855       4,199
                                                                                                    -------    -------     -------
       Net cash provided (used) by operating activities                                               3,171      4,575          (2)
                                                                                                    -------    -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, equipment and leasehold improvements                                       (2,501)    (1,114)     (2,246)
   Additions to capitalized software                                                                   (227)      (378)       (531)
   Decrease (increase) in other assets                                                                  (93)       221        (232)
   Decrease (increase) in marketable securities                                                      (1,528)    (2,280)        (25)
                                                                                                    -------    -------     -------
       Net cash used by investing activities                                                         (4,349)    (3,551)     (3,034)
                                                                                                    -------    -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on capital lease obligations                                                      -          (90)        (88)
   Increase in common stock                                                                             684        177          73
                                                                                                    -------    -------     -------
       Net cash provided (used) by financing activities                                                 684         87         (15)
                                                                                                    -------    -------     -------

Net increase (decrease) in cash and cash equivalents                                                   (494)     1,111      (3,051)

Cash and cash equivalents at beginning of year                                                        3,814      2,703       5,754
                                                                                                    -------    -------     -------
Cash and cash equivalents at end of year                                                            $ 3,320    $ 3,814     $ 2,703
                                                                                                    -------    -------     -------
                                                                                                    -------    -------     -------
Supplemental Disclosure of Cash Flow Information:
Interest paid                                                                                       $   -      $    (7)    $   (21)
Taxes refunded                                                                                          244      1,433         -
Taxes paid                                                                                           (1,014)       (27)       (725)

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.


                                      F-6

<PAGE>


INTERPHASE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES

PRINCIPLES OF CONSOLIDATION:   The consolidated financial statements include the
financial statements of Interphase Corporation ("the Company") and its wholly
owned subsidiary.  All significant intercompany accounts and transactions have
been eliminated.

CASH AND CASH EQUIVALENTS:  The Company considers marketable securities with
original maturities of less than three months, as well as interest bearing money
market accounts, to be cash equivalents.

MARKETABLE SECURITIES:  As of October 31, 1995 and 1994, the fair market value
of marketable securities was $9,366,000 and $7,720,000 respectively.  In
accordance with the requirements of the Financial Accounting Standards Board
Statement No. 115 "Accounting for Certain Investments in Debt and Equity
Securities", all marketable securities are deemed to be classified as
"available-for-sale securities" and reported at fair value.  Unrealized gains
and losses are excluded from earnings and reported in a separate component of
shareholders' equity, net of related deferred taxes.  The Company's results of
operations will continue to include earnings from such securities as calculated
on a yield-to-maturity basis.  During 1995 the Company realized a net loss of
$14,000 from the sale of securities.  As of October 31, 1995, the Company had
recorded a valuation loss of  $42,000 with respect to certain available-for-sale
securities ($29,000 net of taxes).  During 1994 the Company realized a gain of
$1,000 from the sale of securities.  As of October 31, 1994, the Company had
recorded a valuation loss of $225,000 with respect to its available-for-sale
securities ($148,000 net of taxes).

ALLOWANCE FOR DOUBTFUL ACCOUNTS:  As of October 31, 1995, 1994 and 1993 the
balance for allowance for doubtful accounts was $238,000, $240,000 and $242,000.
The activity for this account for the three years ended October 31, 1995 was as
follows:  (in thousands)

<TABLE>
<CAPTION>
            Balance at                    Write-offs     Balance
            Beginning      Charged to     Net of         at End of
Year:       of Year        Expense        Recoveries     Year
------------------------------------------------------------------------------
<S>           <C>           <C>               <C>         <C>
1995        $240           $  -           $  2           $238
1994         242              2             (4)           240
1993         153            100            (11)           242

</TABLE>

INVENTORIES:  Inventories are valued at the lower of cost or market and include
material, labor and manufacturing overhead.  Cost is determined on a first-in,
first-out basis: (in thousands)

<TABLE>
<CAPTION>
                            1995          1994
                           ------        ------
      <S>                    <C>          <C>
     Raw Materials         $3,878        $2,981
     Work-in-process        3,401         2,933
     Finished Goods           207           663
                           ------        ------
     Total                 $7,486        $6,577
                           ------        ------
                           ------        ------
</TABLE>

PROPERTY AND EQUIPMENT:  Property and equipment are recorded at cost.
Depreciation and amortization are provided over the estimated useful lives of
depreciable assets using primarily the straight-line method.  When property and
equipment are sold or otherwise retired, the cost and accumulated depreciation
applicable to such assets are eliminated from the accounts, and any resulting
gain or loss is reflected in current operations.


                                     F-7


<PAGE>

The depreciable lives of property and equipment are as follows:
<TABLE>
     <S>                            <C>
     Machinery and equipment        3-5   years
     Leasehold improvements         3-10  years
     Furniture and fixtures         5-7   years
</TABLE>

CAPITALIZED SOFTWARE:  Capitalized software at October 31, 1995 represents
various software licenses purchased by the Company and utilized in connection
with the Company's network and mass storage products as well as the general
operations of the Company.  Capitalized software is amortized over 3-5 years
utilizing the straight-line method.  Related amortization expense was
approximately $400,000, $508,000 and $410,000 in 1995, 1994 and 1993,
respectively.  Accumulated amortization at the end of 1995, 1994 and 1993 was
$1,441,000, $1,309,000 and $803,000, respectively.

REVENUE RECOGNITION:  Revenue from product sales is recorded only when the
earnings process has been completed, which is generally at the time of shipment.

CONCENTRATION OF CREDIT RISK:  Financial instruments which potentially expose
the Company to concentrations of credit risk, as defined by Statement of
Financial Accounting Standards (SFAS) No. 105 consist primarily of trade
accounts receivable.  The majority of the Company's sales have been to original
equipment manufacturers of computer systems.  The Company conducts credit
evaluations of its customers' financial condition and limits the amount of trade
credit extended when necessary.  The Company establishes an allowance for
doubtful accounts based upon factors surrounding the credit risk of specific
customers, historical trends, and other information.

RESEARCH AND DEVELOPMENT:  Research and development costs are charged to expense
as incurred.

FOREIGN EXCHANGE:  The Company has established the U.S. Dollar as the functional
currency of its foreign operations.  Therefore, monetary assets and liabilities
of the Company's foreign operations are translated into U.S. Dollars at the
exchange rates in effect at the end of the year.  Nonmonetary assets and
liabilities are translated at historical rates whereas revenue and expense
transactions are translated using the average exchange rates that prevailed
during the year.  The resulting gains and losses are included in the Company's
results of operations.

INCOME TAXES:  Effective November 1, 1993, the Company adopted the SFAS No. 109,
"Accounting of Income Taxes".  Statement No. 109 utilizes the liability method
to determine deferred taxes.  Deferred tax liability is based on the estimated
future tax effects of differences between the financial statement and tax bases
of assets and liabilities given  the provisions of enacted tax law.  The
Company's consolidated financial statements include deferred income taxes
arising from the recognition of revenues and expenses in different periods for
income tax and financial reporting purposes.  The adoption of  SFAS No. 109 is
not material to the Company's operating results or financial position.

NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE:  Net income (loss) per
common and common equivalent share is computed using the weighted average number
of outstanding common and dilutive common equivalent shares outstanding during
the periods presented.  The dilutive impact of outstanding stock options and
warrants has been considered under the treasury stock method.  In 1994 and 1993,
the impact of outstanding stock options and warrants was anitdilutive and,
therefore, has been excluded from the computations of net loss per share related
to those years.

Shares used in the computation of net income (loss) per common and common
equivalent share are summarized below.

                                       F-8



<PAGE>

Weighted average common and common equivalent shares: (in thousands)
<TABLE>
<CAPTION>

                                       YEAR ENDED OCTOBER 31,
                                      -------------------------
                                       1995     1994     1993
                                      -------------------------
<S>                                    <C>       <C>      <C>
Outstanding weighted average
  shares outstanding                  4,561     4,484     4,472
Stock options                           490       -         -
                                      -------------------------
Total                                 5,051     4,484     4,472
                                      -------------------------
                                      -------------------------
</TABLE>


RECENTLY ISSUED ACCOUNTING POLICIES:  In March 1995, the Financial Accounting
Standards Board issued SFAS No. 121,  "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of", which establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill.  Adoption is required in financial
statements for fiscal years beginning after December 15, 1995.  The Company does
not expect the adoption of SFAS No. 121 to have any material effect on the
consolidated financial statements of the Company.

In November 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock-Based Compensation".  This statement becomes effective for
the Company in fiscal year 1997.  This statement requires companies to provide
additional disclosures related to employee stock-based compensation plans, or
allows companies to change the accounting for compensation expense associated
with its stock-based compensation.  The Company has not yet determined the
impact, if any, on the results of operations of the Company due to adoption of
this statement.

CERTAIN RECLASSIFICATIONS:  Certain amounts previously reported in the 1994
financial statements have been reclassified to conform with the 1995
presentation.

                                       F-9



<PAGE>

2.  INCOME TAXES

The provision (benefit) for income taxes for each period presented was as
follows: (in thousands)
<TABLE>
<CAPTION>

                                        YEAR ENDED OCTOBER 31,
                                     -------------------------
                                      1995     1994     1993
                                     -------------------------
<S>                                   <C>      <C>     <C>
Current provision (benefit)          $1,293   $ 315   $(1,379)
Deferred provision (benefit)            170    (446)     (405)
                                     -------------------------
Total                                $1,463  $ (131)  $(1,784)
                                     -------------------------
                                     -------------------------
</TABLE>

Tax effect of temporary differences that give rise to significant components of
the deferred tax assets as of October 31, 1995 and 1994 are presented as
follows: (in thousands)
<TABLE>
<CAPTION>
                                        YEAR ENDING OCTOBER 31,
                                        -----------------------
                                         1995            1994
                                        -----------------------
<S>                                      <C>              <C>
Current deferred tax assets:
Assets:
     Net operating and capital
        loss carry forward                $ -           $  306
     Capital loss carryforward              -               36
     Inventory                             146              88
     Accounts receivable                   120             122
     Unrealized holding loss                42              77
     Realignment provision                   2              52
     Deferred revenue                        2              56
     Vacation accrual                      146             126
     Other expenses                        136             127
     Other                                  -               29
                                        -----------------------

     Total                                $594          $1.019
                                        -----------------------
                                        -----------------------
</TABLE>

<TABLE>
Noncurrent deferred tax assets (liabilities), net:
Assets:

       <S>                                <C>           <C>
     Depreciation                         $525         $   147
     Alternative minimum tax credit         -               93
     Other                                  36              86
                                        -----------------------
                                           561             326
Liabilities:
     Other                                (260)           (280)
                                        -----------------------

     Total                                $301          $   46
                                        -----------------------
                                        -----------------------
</TABLE>


The Company has not recorded a valuation allowance with respect to the various
deferred tax assets as management believes it is more likely than not that these
assets will be realized.  Management periodically reviews the realization of the
Company's deferred tax assets, as appropriate, when existing conditions change
the probability of realization.

                                       F-10



<PAGE>

The differences between the provision (benefit) for income taxes computed  on
income before income taxes at the U.S. federal statutory income tax rate (34%)
and the amount shown in the Consolidated Statements of Operations are presented
below: (in thousands)

<TABLE>
<CAPTION>
                                           1995      1994      1993
                                          ---------------------------
<S>                                        <C>       <C>      <C>
Income taxes at statutory rate            $1,435    $(140)   $(2,035)
State income taxes                           102       -         -
Foreign taxes not credited                    -        25        154
Other                                        (74)     (16)        97
                                          ---------------------------

Provision (benefit) for income taxes      $1,463    $(131)   $(1,784)
                                          ---------------------------
                                          ---------------------------
</TABLE>


3.  SHAREHOLDERS' EQUITY

AMENDED AND RESTATED STOCK OPTION PLAN:   In fiscal 1995, the Company amended
and restated its Stock Option Plan which, as amended, authorizes the issuance to
employees of incentive stock options (as defined in section 422 of the Internal
Revenue Code of 1986, as amended) and nonqualified stock options to purchase up
to 1,350,000 shares of common stock.  The exercise price of incentive stock
options must be at least equal to the fair market value of the Company's common
stock on the date of the grant, while the exercise price of nonqualified stock
options may be less than fair market value on the date of grant, as determined
by the board.  Options generally vest ratably over a 5 year period from the date
of grant.  The term of option grants may be up to 10 years.  Grants prior to
June 1994 expire after 6 years.  Options  are canceled upon the lapse of three
months following termination of employment except in the event of death or
disability, as defined.  The following table summarizes the transactions under
the Stock Option Plan: (in thousands, except option prices)

<TABLE>
<CAPTION>
                            NUMBER OF OPTIONS     RANGE OF OPTION PRICE
                            --------------------------------------------
<S>                              <C>                 <C>
Balance, October 31, 1992          429                $2.75- 10.25

Granted                            271                  4.00- 7.25
Exercised                          (13)                 4.13- 6.25
Canceled                          (203)                 2.75- 8.94
                                  --------------------------------
Balance, October 31, 1993          484                  4.00- 8.94

Granted                            640                  4.25- 7.94
Exercised                          (36)                 4.00- 5.00
Canceled                          (331)                 4.00- 8.94
                                  --------------------------------
Balance, October 31, 1994          757                  4.00- 8.00



Granted                            536                  9.57-16.13
Exercised                         (134)                 4.00- 7.38
Canceled                          (102)                 4.00-11.44
                                  --------------------------------
Balance, October 31, 1995        1,057                  4.00-16.13

Exercisable at October 31, 1995    193                  4.00-10.56
</TABLE>



                                       F-11



<PAGE>

STOCK OPTION SUB-PLAN:  This plan was adopted in 1988 for the benefit of the
Company's employees located in the United Kingdom.  This plan authorizes the
issuance of options to purchase common stock of the Company at prices at least
equal to the fair market value of the common stock on the date of the grant. The
options vest after 3 years and expire after 10 years.  The options are canceled
upon termination of employment, except in the event of death, retirement or
injury, as defined.  As of October 31, 1995 options to purchase 3,000 common
shares were outstanding and exercisable under this plan with exercise prices
ranging from $5.63-$10.56 per share.

DIRECTOR STOCK OPTIONS:  In May 1994, the Company formalized its ("directors'
plan") program of granting stock options for up to 500,000 common shares to its
directors.  Future grants pursuant to the directors' plan will vest within one
year and have a term of 5 years.  As of October 31, 1995, options to directors
for 184,000 common shares with exercise prices ranging from $4.38-16.88 per
share were outstanding.   Of these shares, approximately 144,000 were
exercisable with exercise prices ranging from $4.38-$10.25.  Options outstanding
under the directors' plan were issued in 1990, 1994 and 1995, and  expire
between 1996, 1999 and 2000.  The exercise prices related to these options were
equal to the market value of the Company's stock on the date of grant.

4.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following: (in
thousands)
<TABLE>
<CAPTION>
                                OCTOBER 31,
                              1995       1994
                             -----------------
<S>                          <C>        <C>
Accounts payable             $1,357     $1,392
Accrued royalties               448        119
Accrued property tax            390        269
Accrued other                   998      1,721
                             ------     ------
                             $3,193     $3,501
                             ------     ------
                             ------     ------
</TABLE>


5.  RELATED PARTY TRANSACTIONS

The Company paid approximately $397,000, $328,000 and $190,000 during each of
the three years in the period ended October 31, 1995, 1994 and 1993,
respectively, to certain outside directors of the Company or their firms for
remuneration for their professional services.

6.  TRANSACTIONS WITH MOTOROLA, INC.

In 1989, the Company and Motorola, Inc. executed an agreement whereby Motorola
purchased, for cash, 660,000 newly issued shares of the Company's common stock
at a price of $11 per share.  In addition, Motorola received warrants to
purchase an additional 660,000 shares of common stock at an exercise price of
$15.40 per share.  The warrants may be exercised only upon the occurrence of
certain events, including (i) a change in control of the Company or (ii)
Motorola's purchase of the Company's product achieving certain levels.  The
warrants expire in March 1996, contain certain antidilutive provisions and are
subject to repurchase by the Company under certain conditions.  The Company also
granted Motorola registration rights with respect to all common stock that
Motorola owns.  Pursuant to the terms of the agreement, the Company elected a
designee of Motorola to its Board of Directors.  Shipments to Motorola comprised
6%, 10%, and 8% of the Company's revenues during the years ended October 31,
1995, 1994 and 1993, respectively.

                                       F-12



<PAGE>

7.  EMPLOYEE BENEFIT PLAN

The Company maintains a defined contribution plan for those employees who meet
the plan's length of service requirements.  Under the defined contribution plan,
employees may make voluntary contributions to the plan, subject to certain
limitations, and the Company accrued between 4% to 7% of the employees' annual
compensation.  The total expenses under this plan for the years ended October
31, 1995, 1994 and 1993 were approximately $507,000, $662,000 and $780,000,
respectively. The Company makes contributions to the plan equal to the amount
accrued.  The Company offers no postretirement or postemployment benefits.

8.  OTHER FINANCIAL INFORMATION

MAJOR CUSTOMERS:  The Company had one customer in 1995, two customers in 1994
and one customer in 1993 accounting for more than 10% of the Company's
consolidated revenues.  Net revenues resulting from these customers were as
follows:  (in thousands)
<TABLE>
<CAPTION>

     YEAR     TOTAL REVENUES     % OF CONSOLIDATED REVENUES
     ------------------------------------------------------
     <S>        <C>                         <C>
     1995         $7,039                     15%
     1994          8,207                     20%
     1993          4,517                     12%
</TABLE>


COMMITMENTS:  The Company leases its office, research and development and
manufacturing facility under a noncancelable operating lease.  Rent expense
related to the lease is recorded on a straight-line
basis and has resulted in the deferred lease obligation in the accompanying
balance sheet.  As of October 31, 1995, operating lease commitments having
noncancelable terms of more than one year are as follows: (in thousands)

<TABLE>
<CAPTION>

YEAR ENDING OCTOBER 31,
-----------------------
          <S>             <C>
          1996            $  619
          1997               619
          1998               619
          1999               562
          2000               459
                          ------
          Total           $2,878
                          ------
                          ------
</TABLE>


Total rent expense for operating leases was approximately as follows: (in
thousands)
<TABLE>
<CAPTION>

     YEAR    TOTAL RENT EXPENSE
     --------------------------
     <S>           <C>
     1995           $702
     1994            811
     1993            739
</TABLE>


GEOGRAPHIC INFORMATION:  The Company operates principally in the United States,
Europe and the Pacific Rim.  During 1995, the Company eliminated its European
general and administrative functions, but continues to maintain sales offices in
Europe and Japan.  Currently, records are maintained on a consolidated basis at
the corporate headquarters in Dallas.  As a result, results of operations are no
longer discernible on a geographical basis.  In 1995, the amount of identifiable
assets employed in the Company's European and Japanese operations were not
material.  A geographic detail of revenue is as follows: (in thousands)

                                       F-13



<PAGE>

<TABLE>
<CAPTION>
REGION                1995           1994           1993
---------------------------------------------------------
<S>                 <C>             <C>            <C>
North America       $41,207        $31,929        $28,695
Europe                3,818          6,341          9,801
Pacific Rim           2,343          2,033           -
</TABLE>


In 1994, cost of sales from European operations expressed as a percentage of
revenues was 51% as compared to 50% generated by Domestic operations.  In 1993,
cost of sales from European operations expressed as a percentage of revenues was
46% as compared to 53% generated by Domestic operations.  The amount of
identifiable assets employed in the Company's European operations were not
material other than cash, cash equivalents and trade accounts receivable which
aggregated $1,599,000 and $2,238,000 as of October 31, 1994 and 1993,
respectively.

9.  ACQUIRED PRODUCT RIGHTS

In March 1992, the Company entered into a Licensing, Joint Development and
Marketing Agreement with Intellectual Systems, Inc. ("ISI").  Pursuant to the
agreement, the Company paid $1,000,000 for a nonexclusive license to manufacture
and sell future products that would  incorporate technology that was owned by
ISI.  Also, in 1992, the Company paid ISI $275,000 for certain other development
work to be performed by ISI related to use of the original licensed technology.
As a result of a dispute between the parties regarding ISI's compliance with the
agreement, and after an unsuccessful attempt by the parties to negotiate a
termination of the agreement, in October 1993 the Company filed a suit in the
District Court for Dallas County, Texas, which sought monetary damages from ISI
and one of its officers.  The suit alleged, among other things, breach of
contract and conspiracy to defraud.  ISI and its officer responded to the claims
by filing a suit containing a general denial and a counter claim seeking
unspecified damages from Interphase for breach of contract.  In November 1994,
the district court denied ISI's pleading and issued an interlocutory default
judgment against ISI for $1,275,000.  Subsequent to the district court ruling,
ISI filed for protection under Chapter 11 of the federal bankruptcy code.  Even
prior to the bankruptcy filing, the Company had considerable doubt as to ISI's
ability to satisfy a judgment in the Company's favor.  Therefore, in 1993 the
Company recorded a non-cash write-off of $1,275,000, related to the acquired
product rights.  To the extent the Company ultimately receives any payment from
ISI, such amount will be recorded as income in the period received.

10.  STRATEGIC REALIGNMENT

In June 1993, the Company announced a strategic restructuring and rightsizing
and recorded a related provision of $1,172,000.  In January 1994, the Company
announced a similar action and recorded a provision of $1,148,000.  Each of
these actions included a 15% reduction in workforce and reduced operating
expenses in all functional areas of the Company.  The respective provisions
reflected in the accompanying consolidated statements of operations include
expenses associated with severance benefits, the consolidation of the California
Engineering activities in Dallas, the write-off of nonproductive assets and
other expenses associated with the restructuring.  Each of these actions
represented efforts to adjust the Company's  spending and organization structure
to expected revenue levels and renewed emphasis on investment in certain
technologies that the Company deemed critical to its long term success.
Included in accrued liabilities as of October 31, 1995, and 1994 were
approximately $27,000 and $274,000, respectively, of the total provisions for
strategic realignment.

                                       F-14



<PAGE>

11.  QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                              QUARTER ENDED
                           JANUARY 31    APRIL 30      JULY 31     OCTOBER 31
                           --------------------------------------------------
                                (in thousands, except per share amounts)
1995
----
<S>                          <C>         <C>           <C>          <C>
Revenues                     $11,022     $11,473      $12,356      $12,517
Gross profit                   5,420       5,771        6,083        6,273
Income before taxes              948       1,005        1,166        1,103
Net income                       606         645          745          763
Net income per
  common and common
  equivalent share           $   .12     $   .13      $   .14      $   .15


1994
----
Revenues                     $ 9,295     $ 9,735      $ 9,986      $11,287
Gross profit                   4,460       4,763        4,976        5,867
Income (loss) before taxes    (2,210)        333          573          893
Net income (loss)             (1,495)        219          389          607
Net income (loss) per
  common and common
  equivalent share           $  (.33)    $   .05      $   .08      $   .12
</TABLE>

Operating results in the first quarter of 1994 included a $1,148,000 provision
for strategic realignment.

                                       F-15



<PAGE>

                             SIGNATURES

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

                                  INTERPHASE CORPORATION

Date: January 24, 1996            By:  /s/ R. Stephen Polley
                                       --------------------------
                                           R. Stephen Polley
                                           President and Chief Executive Officer

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 indicated on January 24, 1996.

                   NAME                                  TITLE
                   ----                                  -----

                                          Chairman of the Board of Directors,
                                       Chief Executive Officer, Chief Operating
                                                 Officer and President
         /s/ R. Stephen Polley               (Principal executive officer)
    --------------------------------
             R. Stephen Polley
                                               Chief Financial Officer,
                                       Vice President of Financial and Treasurer
         /s/ Robert L. Drury                 (Principal financial officer)
    --------------------------------
             Robert L. Drury


         /s/ Michael E. Cope                           Director
    --------------------------------
             Michael E. Cope


         /s/ Dale Crane                                Director
    --------------------------------
             Dale Crane


         /s/ James F. Halpin                           Director
    --------------------------------
             James F. Halpin


         /s/ Paul N. Hug                               Director
    --------------------------------
             Paul N. Hug


         /s/ Robert H. Lyon                            Director
    --------------------------------
             Robert H. Lyon


         /s/ David H. Segrest                          Director
    --------------------------------
             David H. Segrest


         /s/ S. Thomas Thawley                         Director
    --------------------------------
             S. Thomas Thawley



<PAGE>

                                INDEX TO EXHIBITS


Exhibits
--------
3 (a)     Certificate of Incorporation of the registrant. (1)
3 (b)     Amended and Restated Bylaws of the registrant adopted on December 5,
          1995. (4)
10(b)     Registrant's Amended and Restated Stock Option Plan and Amendment No.
          1 thereto. (4)
10(c)     Registrant's Incentive Stock Option Sub-Plan. (2)
10(d)     Directors Stock Option Plan and Amendment No.1 thereto.  (4)
10(e)     Stock Purchase Warrant issued to Motorola, Inc. (3)
23(a)     Consent of Independent Public Accountants. (4)
_______________________

(1)  Filed as an exhibit to Registration Statement No. 2-86523 on
     Form S-1 and incorporated herein by reference.
(2)  Filed as an exhibit to Report on Form 10-K for the year ended October 31,
     1988 and incorporated herein by reference.
(3)  Filed as an exhibit to Report on Form 10-Q for the quarter ended April 30,
     1989 and incorporated herein by reference.
(4)  Filed herewith.

                                       E-1