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

                   For the fiscal year ended December 27, 1996

                          Commission file number 1-7713

                        A M D A H L  C O R P O R A T I O N
             (Exact name of registrant as specified in its charter)

Delaware                                                             94-1728548
(State of incorporation)                                       (I.R.S. Employer
                                                            Identification No.)

1250 East Arques Avenue
Sunnyvale, California                                                94088-3470
(Address of principal                                                (Zip Code)
executive offices)

Registrant's telephone number:                                   (408) 746-6000

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

                                                       Name of each exchange on
Title of class                                                 which registered
--------------                                         ------------------------
common stock                                      American Stock Exchange, Inc.
par value of $.05                                         London Stock Exchange
per share

         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 Form 10-K. [ ]

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

         Aggregate  market  value  of the  registrant's  common  stock  held  by
non-affiliates, based on the closing sales price on March 3, 1997: $750,430,421.

         Number of shares of common stock, par value of $.05 per
share, outstanding as of March 3, 1997: 122,280,788.


                       DOCUMENTS INCORPORATED BY REFERENCE

         The following documents are incorporated by reference in those parts of
this  Annual  Report  on Form 10-K as set forth  below,  but only to the  extent
specifically stated in such parts: (1) Portions of Registrant's Annual Report to
Stockholders  for the fiscal year ended December 27, 1996 (the "Annual  Report")
into Parts I and II; and (2) Portions of Registrant's definitive Proxy Statement
for the Annual Meeting of Stockholders  scheduled to be held on May 1, 1997 (the
"Proxy Statement") into Part III.

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

General

         Amdahl  Corporation  ("Amdahl" or the "Company") was organized in 1970.
Its   principal    offerings    consist   of   large-scale,    high-performance,
general-purpose  computer  systems,  storage  subsystems  and  related  hardware
services for both the IBM System/390  compatible  mainframe  market and the open
systems market;  and a broad array of professional  and consulting  services for
the data  processing  industry.  The  Company  also offers a variety of software
products. Amdahl's customer base is diversified and includes large corporations,
financial institutions, public utilities, government agencies and universities.

         Amdahl's  initial  product   offerings   consisted  of  IBM  compatible
mainframe systems which it first delivered in 1975. Since that time, the Company
has  continued to develop more advanced  systems for this market.  In the latter
part of 1996, the Company introduced its newest family of compatible mainframes,
the Millennium series, utilizing for the first time CMOS based technology. Also,
in 1993 the  Company  began  delivery of  high-performance  servers for the open
systems market pursuant to a reseller  agreement with Sun Microsystems.  In 1996
the Company introduced its EnVista series, a family of high-performance  servers
based on Intel  microprocessor  technology and running the Microsoft  Windows NT
operating system.

         In November 1995 the Company acquired DMR Group Inc. based in Montreal,
Quebec,  Canada, a major provider of professional  and consulting  services in a
number of important  international  markets. In April 1996 the Company acquired
Trecom Business Systems,  Inc. based in Edison,  New Jersey, a major provider of
professional and consulting services to a number of significant  industry groups
within  the United  States.  These  entities  have been  combined  into a single
organization  known as the DMR  Consulting  Group  ("DMR  TRECOM"  in the United
States)  through  which the Company  provides its  professional  and  consulting
services offerings.  Applications development and maintenance services and "year
2000" conversion services are among the major offerings of this business unit.

         Since 1982 Amdahl has offered direct access storage  subsystems for use
with IBM  compatible  mainframe  systems.  In 1996 the  Company  introduced  the
Spectris series,  its newest products in this line of IBM System/390  compatible
storage  devices.  In 1996 the Company also introduced its LVS series of storage
devices for the server market.

<PAGE>

         In addition, Amdahl offers hardware maintenance and related operational
services,  and a  number  of  software  products.  ObjectStar,  a  comprehensive
application  development  system;  the A+ family of performance and productivity
tools intended primarily for the open systems environment; and UTS, a Unix based
operating  system  for  use on IBM  System/390  compatible  mainframes,  are the
Company's principal software offerings.

         Amdahl  is  organized  along  lines  of  business   consisting  of  the
Enterprise Computing Group, responsible for the development and marketing of the
Company's  processor and storage  products and the provision of maintenance  and
other hardware related services;  the DMR Consulting Group,  responsible for the
delivery of professional and consulting services;  the Antares Alliance Group, a
joint venture  between Amdahl and Electronic  Data Systems,  responsible for the
development and marketing of ObjectStar and certain other software products; and
the A+ Software  Group.  The Company  intends to continue to expand the scope of
its product and service offerings through its own development  efforts and, when
appropriate, through partnerships and alliances with other companies.

         Fujitsu Limited ("Fujitsu"),  a major Japanese manufacturer of computer
systems,   telecommunications   equipment  and   electronic   components,   owns
approximately  43%  of  the  Company's   outstanding  common  stock  and  is  of
substantial  importance to Amdahl in the areas of technical assistance,  product
development  and  manufacturing.  Fujitsu has primary  design and  manufacturing
responsibility for the Company's  Millennium,  Spectris and follow-on  products.
Because of Amdahl's  increased  dependence  on Fujitsu as its supplier of future
compatible  processors and Fujitsu's  participation  with the Company in certain
other  ongoing  research and  development  activities,  the ability to negotiate
favorable  pricing  terms with  respect to future  product  requirements  and to
maintain a satisfactory working relationship are important.

Marketing

         The Company  markets its  products and  services  directly  through its
sales force to customers in the United States,  Canada, Europe and Asia Pacific,
through  Fujitsu  in  Brazil,  Japan,  Malaysia  and  Spain  and  through  other
distributors  in  Indonesia,  Saudi  Arabia,  Latin  America and Korea.  In 1996
approximately 51% of Amdahl's revenues were from international operations.

         The  Company  offers  its  products  for sale and  lease.  For  further
information  on  leasing  see  "Note  4 -  Equipment  Leasing  and  Third  Party
Transactions" of the Annual Report.

     Service for Amdahl products is provided under service and parts warranty or
separate  maintenance  agreements.  For further  information on warranties,  see
"Note 1 - Summary of Accounting Practices" of the Annual Report.

<PAGE>
         While it may receive  "letters of intent" and "orders"  from  potential
customers  for its  large-scale  systems,  typically the Company does not have a
firm contract with a customer until shortly before  shipment.  In addition,  the
Company in many cases will permit cancellation of an order without charge at any
time until actual delivery,  which is common practice in the industry. For these
reasons,  the Company  does not believe  indications  of customer  interest  and
"orders",  other than for its  professional  and consulting  services  business,
constitute  a firm  "backlog"  and  believes  that a  disclosure  of a value  of
unfilled  orders is not a  meaningful  indicator  of revenues nor material to an
understanding of its business.  Backlog for professional and consulting services
as of December 27, 1996 was $446 million of which $325 million is expected to be
fulfilled beyond the next twelve months.


Major Customer Information and Geographic Area Data

     The information under "Note 9 - Major Customer, Geographic Area and Product
Line Data" of the Annual Report is incorporated by reference.


Competition

         All segments of the Company's  business are intensely  competitive with
the  consequence  that  continuing  attention must be paid to the Company's cost
structure in order to achieve and maintain acceptable operating margins.

         Amdahl's consulting and professional  services business competes with a
significant number of other service organizations,  the largest of which include
companies   such  as  IBM  and   Andersen   Consulting.   Professional   service
organizations  are  highly  dependent  on the skill of their  personnel  and the
ability to recruit  and retain  such  personnel  and  experience  high levels of
utilization. Competition for such personnel is intense.

         IBM and Hitachi Data Systems are Amdahl's principal  competitors in the
market for large-scale  System/390 compatible mainframe systems. IBM is dominant
in this segment of the  industry.  Competition  is based  primarily on price and
performance,  product  enhancements  and new product  development,  and customer
service and support. The perceived financial strength and long-term viability of
the supplier are also important. IBM competitive actions have historically taken
the form of price  reductions  and shortened  product life cycles.  As a result,
selling prices and residual values of mainframe systems

<PAGE>

have  declined   substantially  over  time.  Moreover,   because  virtually  all
compatible  mainframes  operate  under  the  control  of  IBM  operating  system
software,  the ability of IBM to extend favorable  licensing terms to purchasers
of  competing  IBM  systems  frequently  requires  Amdahl  to offer  substantial
discounts  on its own  systems  in order to  compensate  for the  effect of such
licensing   terms.   Also,  the  continuing   introduction  by  IBM  of  certain
modifications  to  the  System/390   architecture   requires  that  Amdahl  make
comparable changes to remain fully compatible.

         The growth in the market for large mainframe  systems has been affected
by rapid technological  changes in recent years which have enabled smaller, less
costly  systems  to  compete  for  the   development  of  application   programs
historically run in mainframe environments.

         Competitors  in the  market  for the  Company's  hardware  servers  and
software  offerings include both highly  specialized  companies as well as fully
integrated   vendors   such   as  IBM,   Digital   Equipment   Corporation   and
Hewlett-Packard Company. New computer and storage products,  particularly in the
open systems  marketplace,  are subject to rapid  technological  changes,  short
product life cycles,  frequent product  enhancements and price  reductions.  For
software  products,  ease of use,  product  reliability,  quality  of  technical
support and product  capabilities are important.  The strength and efficiency of
distribution channels and brand name recognition are of particular importance.

     For  further  discussion  of  competitive  conditions,   see  "Management's
Discussion & Analysis - Results of Operations and Factors That May Affect Future
Operating Results" of the Annual Report.


Manufacturing

         Amdahl carries out limited assembly functions in Sunnyvale,  California
and Dublin, Ireland. Its principal hardware products are manufactured by Fujitsu
to Amdahl specifications.

         If for a  substantial  period  Fujitsu  failed to deliver  products  to
Amdahl or should Fujitsu fail to meet development or manufacturing schedules for
future mainframe and storage  products,  serious  interruptions to the Company's
delivery  schedules would occur,  which would have a material  adverse effect on
the Company.

         The current  supply  agreements  between  Amdahl and Fujitsu  generally
provide  for fixed  U.S.  dollar  prices so long as the  U.S.-Japanese  currency
exchange rate remains within a specified  range. If the exchange rate fluctuates
outside of this range,

<PAGE>

prices are to be adjusted  pursuant to a formula  under which Amdahl and Fujitsu
will share  equally any  benefits  or  disadvantages.  For  further  information
regarding  purchases  from  Fujitsu  see  "Note 2 -  Relationship  with  Fujitsu
Limited" of the Annual Report.


Product Development

         The Company's future prospects depend upon its successful  introduction
of new products.  During the last three years, the Company's product development
costs,  including  amounts  expended on  development  of both  existing  and new
products,(excluding  the  write-off  of  purchased  in-process  engineering  and
development  of  $20,700,000  in 1996  and  $27,296,000  in  1995)  amounted  to
$125,825,000 in 1996, $149,610,000 in 1995 and $203,241,000 in 1994. The Company
has  substantially  reduced  certain of its product  development  activities and
expects to rely on strategic  alliances,  partnering  arrangements  and original
equipment  manufacturer  (OEM)  relationships  for major new products or product
components.


Patents, Licenses and Related Matters

         Amdahl  has an  active  program  to file  applications  for and  obtain
patents in the United States and in selected foreign countries where a potential
market for its products  exists.  The Company's  general policy has been to seek
patent   protection  for  those  inventions  and   improvements   likely  to  be
incorporated  into its  products or  otherwise  expected  to be of value.  While
Amdahl believes that its patents and  applications  have value, it also believes
that  its  competitive  position  depends  on the  technical  competence  of its
development  personnel and the ability to successfully  enter into partnering or
OEM agreements with outside suppliers.

         Amdahl  and IBM are  parties  to an  agreement  pursuant  to which each
grants  to the other  nonexclusive  worldwide  licenses  as to  certain  of each
other's patents to be issued on patent  applications  having an effective filing
date prior to  January 1, 1998.  Under the  agreement,  which  supersedes  prior
agreements between the companies, Amdahl is licensed under substantially all IBM
patents relating to computer systems and software,  communications  networks and
related semiconductor technology, generally covering the planned products of the
Company while IBM is licensed under substantially all Amdahl patents.

         The Company has also entered into licensing  agreements with others and
contemplates  entering  into  additional  license  agreements  under  patents or
know-how in the routine conduct of its business.

<PAGE>

Employees

         As of February 21, 1997, the Company had approximately  9,900 full-time
employees.


Executive Officers of Amdahl

         The  executive  officers  of the  Company  as of March 17,  1997 are as
follows:
<TABLE>
<CAPTION>
Name                                    Age          Position
----                                    ---          --------
<S>                                    <C>           <C> 

John C. Lewis                           61           Chairman of the Board, President
                                                     and Chief Executive Officer

David L. Anderson                       49           Chief Technical Officer and Vice
                                                     President, Corporate Technology Group

Michael R. Carabetta                    48           Vice President and General Manager,
                                                     A+ Software Group

William F. Ferone                       52           Vice President, Customer Services

William Flanagan                        57           Vice President and General Manager,
                                                     Compatible Business Group

Charles E. Fonner                       53           Vice President and General Manager,
                                                     The SmartCard Group

Gregory R. Grodhaus                     49           Vice President and General Manager,
                                                     Server Business Group

Orval J. Nutt                           56           Chief Marketing Officer and Vice
                                                     President, Corporate Marketing

Michael J. Poehner                      50           Chief Executive Officer and
                                                     President, DMR Consulting Group Inc.

Anthony M. Pozos                        56           Senior Vice President, Human
                                                     Resources and Corporate Services

William R. Riley                        54           Vice President and General Manager,
                                                     Worldwide Sales

Bruce J. Ryan                           53           Executive Vice President, Chief
                                                     Financial Officer and Corporate Secretary

Ernest B. Thompson                      60           Vice President and Controller

David B. Wright                         47           Executive Vice President,
                                                     Enterprise Computing Group
</TABLE>

<PAGE>
     Mr.  John C.  Lewis  was  appointed  Chairman  of the Board in 1987 and was
reelected  President  and Chief  Executive  Officer  on March 15,  1996.  He was
President of Amdahl from 1977,  when he joined the Company,  until 1987.  He was
the Company's Chief Executive Officer from 1983 until 1992.

     Mr.  David L.  Anderson  joined the  Company in 1971 and was  elected  Vice
President,  Processor  Product  Management in 1987. In 1989 Mr.  Anderson became
Vice  President  of  Advanced  Systems  and in 1992  became  Vice  President  of
Compatible  Products  Development.  In 1993 he was appointed  Vice President and
General  Manager  of  Compatible  Systems,  and in  January  1996  became  Chief
Technical  Officer and Vice  President  of  Enterprise  Server  Development.  In
January 1997 he was appointed Vice President,  Corporate Technology Group, while
retaining his position as Chief Technical Officer

     Mr. Michael R.  Carabetta  joined the Company in 1994 as Vice President and
General  Manager of Open  Enterprise  Systems.  In January  1997 he became  Vice
President and General Manager of the A+ Software Group. Prior to joining Amdahl,
Mr. Carabetta worked at Digital Equipment  Corporation,  where he served as Vice
President Finance and Administration, Business Systems from 1993 to 1994. He had
previously been Group Manager at Digital Equipment Corporation.

     Mr.  William F.  Ferone  joined the  Company in 1978 and was  elected  Vice
President of Customer Services in 1987. In 1988 he became Vice President of Unix
Systems.  Mr. Ferone was elected to the position of Vice  President,  Marketing,
Open  Systems  Operations  in 1990 and to the  position  of Vice  President  and
General Manager of Customer Services 1992. In January 1996 he was appointed Vice
President of Customer Services.

     Mr.  William  Flanagan  joined  the  Company in 1973 and was  elected  Vice
President  of  Manufacturing  in  1985.  In 1993 he  became  Vice  President  of
Operations,  Compatible  Systems and in 1994 he was  appointed  Vice  President,
Business and Marketing,  Compatible Systems. In January 1996 Mr. Flanagan became
Vice President and General Manager of Compatible Systems. In January 1997 he was
appointed Vice President and General Manager, Compatible Business Group.

     Mr.  Charles E.  Fonner  joined the  Company in 1979 and was  elected  Vice
President of Systems Marketing in 1991. In 1992 Mr. Fonner became Vice President
of Product Management and Marketing. In January 1996 he became Vice President of
Business  Development,  and in November 1996 he was appointed Vice President and
General Manager, The SmartCard Group.
<PAGE>

     Mr.  Gregory R. Grodhaus  joined the Company in 1995 as Vice  President and
General Manager of Enterprise Storage Systems.  In January 1997 he was appointed
Vice  President and General  Manager,  Server  Business  Group.  Before  joining
Amdahl, he was the President and Chief Executive  Officer of IPL Systems,  prior
to which he served in a variety of roles at Memorex Telex Corporation.

     Mr. Orval J. Nutt joined the Company in 1976 and was elected Vice President
of Corporate  Marketing in 1986 and Vice  President and General  Manager of U.S.
Operations in 1991. In 1993 Mr. Nutt became Vice  President and General  Manager
of Worldwide Field Operations. In January 1996 he became Chief Marketing Officer
and Vice President of Corporate Marketing.

     Mr.  Michael J. Poehner  joined the Company in 1992 as Vice  President  and
General Manager,  East Area, Office of Field Operations.  In 1994 he became Vice
President and General  Manager of the Business  Solutions  Group. In 1995 he was
appointed  President and Chief Operating  Officer of DMR Group Inc. Then in June
1996 Mr. Poehner was appointed  Chief  Executive  Officer,  while  retaining his
position as President.

     Mr. Anthony M. Pozos has been Senior Vice  President,  Human  Resources and
Corporate Services since 1986. Mr. Pozos joined the Company in 1976 as Corporate
Vice President,  Industrial  Relations,  and in 1983 assumed  responsibility for
Corporate Services.

     Mr.  William R. Riley  joined the  Company in 1980.  He held  positions  of
increasing responsibility within the Company until he was appointed Area General
Manager, North America,  Office of Field Operations in January 1996. In November
1996 Mr. Riley was appointed Vice President & General Manager, Worldwide Sales.

     Mr.  Bruce J. Ryan  joined the  Company in 1994 as Senior  Vice  President,
Chief  Financial  Officer and  Corporate  Secretary.  In January  1996 he became
Executive Vice President and retained his positions of Chief  Financial  Officer
and Corporate  Secretary.  From 1993 through 1994 Mr. Ryan was Vice President of
Industry  Marketing at Digital  Equipment  Corporation,  where prior to which he
served as Vice President and Corporate Controller.

     Mr. Ernest B.  Thompson  joined the Company in 1978 as  Controller.  He was
elected Vice President in 1980.

     Mr. David B. Wright joined the Company in 1987 as a regional Vice President
of Sales.  After being named Vice President of Commercial U.S. Sales in 1989 and
Vice  President and General  Manager of European  Operations in 1992, Mr. Wright
was appointed Vice President and General Manager of Worldwide  Field  Operations
in 1993. In January 1996 he became  Executive  Vice  President of the Enterprise
Computing Group.

<PAGE>


ITEM 2.           PROPERTIES

     Amdahl's  corporate  headquarters  is in  Sunnyvale,  California as are its
principal United States manufacturing,  engineering and educational  facilities.
Of these  facilities,  Amdahl owns 339,678 square feet and leases 722,436 square
feet. Amdahl also leases  approximately 104 sales and service offices throughout
the United states,  Canada,  Europe and Asia Pacific.  See also "Note 13 - Lease
Commitments" of the Annual Report.

     An additional 46 locations were added worldwide due to the  acquisitions of
C.E.  Services,  Inc., DMR Group Inc. and Trecom  Business  Systems,  Inc. Lease
obligations  assumed with the acquisition of C. E. Services cover  approximately
300,000 square feet in seven locations, including major sites in Texas, Illinois
and  England.  Obligations  assumed in the  acquisition  of DMR Group and Trecom
Business  Systems  cover  approximately  472,000  square  feet of leased  space,
including  major  sites  in  Georgia,  New  Jersey;  Melbourne,  Australia;  and
throughout  Canada.  A 15,000  square  foot owned  facility  in Belgium was also
acquired with DMR Group.

     Restructuring   actions,  which  began  in  1993,  caused  certain  Company
facilities and properties to be under  utilized.  Included  within this group of
facilities  and  properties  are  494,693  square  feet  of  leased   properties
worldwide,  and two  buildings in San Jose (168,536  square  feet).  The 494,693
square feet of leased properties are subleased or offered for sublease.  The San
Jose buildings are leased to third parties.


ITEM 3.  LEGAL PROCEEDINGS

         Not Applicable.


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

         Not Applicable.


<PAGE>

                                     PART II


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

         The  information  under "Common Stock Dividends and Price Range" of the
Annual Report is incorporated by reference.


ITEM 6.  SELECTED FINANCIAL DATA

         The information under "Note 14 - Summarized  Quarterly  Financial Data"
of the Annual Report is incorporated by reference.


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

         The  information  under  "Management's  Discussion  & Analysis"  of the
Annual Report is incorporated by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information contained in the following sections of the Annual Report is
incorporated  by  reference:   "Report  of  Independent   Public   Accountants,"
"Consolidated   Balance  Sheets,"   "Consolidated   Statements  of  Operations,"
"Consolidated   Statements   of  Cash  Flows,"   "Consolidated   Statements   of
Stockholders' Equity" and "Notes to Consolidated Financial Statements."


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

         Not Applicable.

<PAGE>

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information  under "Certain  Information  with Respect to Directors
and  Executive  Officers - Nominees to the Board of Directors"  and  "Compliance
with  Section  16(a)  of the  Securities  Exchange  Act of  1934"  in the  Proxy
Statement  is  incorporated  by  reference.  Also  refer  to the  item  entitled
"Executive Officers of Amdahl" in Part I of this Form 10-K.


ITEM 11. EXECUTIVE COMPENSATION

         The information  under "Certain  Information  with Respect to Directors
and Executive  Officers - Director  Compensation"  and "Executive  Compensation"
(but  excluding the  information  under  "Compensation  Committee and Stock Plan
Administration  Committee Report on Executive  Compensation"  and "Company Stock
Price Performance") in the Proxy Statement is incorporated by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         The information under "Principal Stockholders" and "Certain Information
with Respect to Directors  and  Executive  Officers  Security  Ownership" in the
Proxy Statement is incorporated by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information  under "Certain  Information  with Respect to Directors
and  Executive  Officers  -  Compensation   Committee   Interlocks  and  Insider
Participation,"  "Certain Transactions" and "Loans to Executive Officers" in the
Proxy Statement is incorporated by reference.

<PAGE>

                                     PART IV

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


    (a)(1)        Financial Statements

                  Consolidated Financial Statements

                  The following  consolidated  financial  statements and related
                  notes,  together with the report on the  financial  statements
                  and  related  notes  from  the  Company's  independent  public
                  accountants,   Arthur   Andersen  LLP,  are   incorporated  by
                  reference from the Annual Report:

                  Consolidated Balance Sheets for December 27, 1996 and
                  December 29, 1995;

                  Consolidated Statements of Operations for each of the
                  three years in the period ended December 27, 1996;

                  Consolidated  Statements  of Cash  Flows for each of the three
                  years in the period ended December 27, 1996; and

                  Consolidated  Statements of  Stockholders'  Equity for each of
                  the three years in the period ended December 27, 1996.


     (a)(2)       Schedules Supporting Consolidated Financial
                  Statements

                  Report of Independent Public Accountants on Schedules

                  Schedule II -- Valuation and Qualifying Accounts and
                  Reserves

                  Schedules not listed above have been omitted  because they are
                  not required or the  information  required in the schedules is
                  included in the consolidated financial statements or the notes
                  to the consolidated financial statements.

<PAGE>



      (a)(3)      Exhibits

                  Exhibit         Description
                  -------         -----------

                  3(a)            Restated Certificate of Incorporation
                                  (incorporated by reference to Exhibit 3(a) to
                                  Form 10-K for the fiscal year ended December
                                  30, 1994)

                  *3(b)           Restated By-Laws

                                  Executive Compensation Plans and Agreements
                                  --------------------------------------------

                  *10(a)          Amdahl Corporation 1994 Stock Incentive Plan,
                                  as amended

                  10(b)           Amdahl Corporation Long-Term Executive
                                  Incentive Performance Plan, as amended
                                  (incorporated by reference to Exhibit 10(c)
                                  to Form 10-Q for the fiscal period ended
                                  March 29, 1996)

                  10(c)           Amdahl Corporation Short-Term Executive
                                  Incentive Performance Plan (incorporated by
                                  reference to Exhibit 10(a) to Form 10-Q for
                                  the fiscal period ended March 31, 1995)

                  10(d)           Amdahl Corporation Officer Loan Program, as
                                  amended (incorporated by reference to Exhibit
                                  10(c) to Form 10-K for the fiscal year ended
                                  December 30, 1994)

                  10(e)           Amdahl Corporation Director Fee Deferral
                                  Election Plan, as amended (incorporated by
                                  reference to Exhibit 10(g) to Form 10-K for
                                  the fiscal year ended December 25, 1992)

                  10(f)           Amdahl Corporation Deferral Election Plan, as
                                  amended (incorporated by reference to Exhibit
                                  10(a) to Form 10-Q for the fiscal period
                                  ended June 30, 1995)

                  10(g)           Amdahl Corporation Corporate Officer
                                  Severance Guidelines (incorporated by
                                  reference to Exhibit 10(f) to Form 10-K for
                                  the fiscal year ended December 30, 1994)

<PAGE>



                  10(h)           Form of Restricted Stock Purchase Agreement
                                  under the Restricted Stock Plan (incorporated
                                  by reference to Exhibit 4(k) of Registrant's
                                  Registration Statement 33-54171, filed June
                                  17, 1994)

                  10(i)           Agreement with Named Executive Officer
                                  (incorporated by reference to Exhibit 10(k)
                                  to Form 10-K for the fiscal year ended
                                  December 29, 1995)

                  10(j)           Promissory Note with Named Executive Officer
                                  and Second Deed of Trust Securing the Note
                                  (incorporated by reference to Exhibit 10(l)
                                  to Form 10-K for the fiscal year ended
                                  December 29, 1995)

                  10(k)           Summary of Terms of Resignation Agreement
                                  with Named Executive Officer dated March 14,
                                  1996 (incorporated by reference to Exhibit
                                  10(a) to Form 10-Q for the fiscal period
                                  ended March 29, 1996)

                  10(l)           Amdahl Corporation 1996 Bonus Program for
                                  Officers, Vice Presidents, Seniors and Keys
                                  (incorporated by reference to Exhibit 10(b)
                                  to Form 10-Q for the fiscal period ended
                                  March 29, 1996)

                  10(m)           Amdahl Corporation Restricted Stock Purchase
                                  Agreement with Named Executive Officer
                                  (incorporated by reference to Exhibit 10(d)
                                  to Form 10-Q for the fiscal period ended
                                  March 29, 1996)

                  10(n)           Amdahl Corporation Stock Purchase Agreement
                                  with Named Executive Officer (incorporated by
                                  reference to Exhibit 10(e) to Form 10-Q for
                                  the fiscal period ended March 29, 1996)

                  10(o)           Agreement with Named Executive Officer
                                  (incorporated by reference to Exhibit 10 to
                                  Form 10-Q for the fiscal period ended June
                                  28, 1996)

                  10(p)           Termination Agreement with Named Executive
                                  Officer (incorporated by reference to Exhibit
                                  10 to Form 10-Q for the fiscal period ended
                                  September 27, 1996)

                  *10(q)          Form of Indemnification Agreement between the
                                  Company and its Executive Officers

<PAGE>

                  *10(r)          Form of Indemnification Agreement between the
                                  Company and Members of the Board of Directors

                                  Other Material Agreements
                                  -------------------------

                  10(s)           Partnership Agreement dated June 21, 1993
                                  between wholly-owned subsidiaries of Amdahl
                                  and Electronic Data Systems Corporation
                                  (Portions of this exhibit are deleted
                                  pursuant to a request for confidential
                                  treatment) (incorporated by reference to
                                  Exhibit 10(y) to Form 10-K for the fiscal
                                  year ended December 31, 1993)

                  10(t)           Joint Development Agreement between Amdahl
                                  and Fujitsu dated December 8, 1993  (Portions
                                  of this exhibit are deleted pursuant to a
                                  request for confidential treatment)
                                  (incorporated by reference to Exhibit 10(aa)
                                  to Form 10-K for the fiscal year ended
                                  December 31, 1993)

                  10(u)           Loan Agreement between Amdahl and Fujitsu
                                  dated January 29, 1994 (incorporated by
                                  reference to Exhibit 10(c) to Form 10-Q for
                                  the fiscal period ended April 1, 1994)

                                  Additional Exhibits
                                  -------------------

                  *13             Annual Report to Stockholders for fiscal year
                                  1996 (only those portions incorporated by
                                  reference)

                  *21             List of Subsidiaries

                  *23             Consent of Arthur Andersen LLP

                  *24             Power of Attorney

                  *27             Financial Data Schedule

         *Filed herewith


    (b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended December 27,
1996.


<PAGE>

             REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES




To Amdahl Corporation:

         We  have  audited  in  accordance  with  generally   accepted  auditing
standards,   the   consolidated   financial   statements   included   in  Amdahl
Corporation's  Annual Report to  Stockholders  incorporated by reference in this
Form 10-K, and have issued our report thereon dated January 28, 1997. Our audits
were made for the purpose of forming an opinion on those  statements  taken as a
whole. The schedule listed under Item 14 is the  responsibility of the Company's
management  and is presented for purposes of complying  with the  Securities and
Exchange  Commission's rules and is not part of the basic financial  statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic  financial  statements  and, in our opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.

                                                         /s/Arthur Andersen LLP
                                                         ----------------------
                                                            ARTHUR ANDERSEN LLP


San Jose, California
January 28, 1997



<PAGE>
<TABLE>
<CAPTION>



                                                             SCHEDULE II
                                                 AMDAHL CORPORATION AND SUBSIDIARIES

                                           VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                                           (in thousands)

                                                              Additions
                                            Balance           Charged               Reserves
                                            at                to Costs              of                                     Balance
                                            Beginning         and                   Acquired             Deduc-            at end
                                            of Period         Expenses              Companies            tions(2)          of Period
                                            ---------         --------              ---------            --------          ---------

<S>                                         <C>               <C>                   <C>                  <C>               <C>  

Year Ended
 December 30, 1994:

 Doubtful Receivables                       $  3,266          $ 2,080(1)            $   ---              $    150          $ 5,196
 Future Engineering                         ========          ==========            ========             ========          =======
  Changes                                   $ 57,133          $   ---               $   ---              $ 18,490          $38,643
                                            ========          ==========            ========             ========          =======

Year Ended
 December 29, 1995:

 Doubtful Receivables                       $  5,196          $   656(1)            $ 1,374              $  1,262          $ 5,964
 Future Engineering                         ========          ==========            ========             ========          =======
  Changes                                   $ 38,643          $   ---               $   ---              $ 35,342          $ 3,301
                                            ========          ==========            ========             ========          =======

Year Ended
 December 27, 1996:

 Doubtful Receivables                       $  5,964          $ 6,524(1)            $   425              $  2,728          $10,185
 Future Engineering                         ========          ==========            ========             ========          =======
  Changes                                   $  3,301          $   ---               $   ---              $    751          $ 2,550
                                            ========          ==========            ========             ========          =======
<FN>
(1)  Estimated uncollectible accounts receivable.

(2) The  deductions  represent  charges  against the reserves for the purposes  for which the reserves  were  established.  Doubtful
receivables deductions also include changes in estimates.
</FN>
</TABLE>



<PAGE>


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS




         For  the  purposes  of  complying  with  the  amendments  to the  rules
governing  Form S-8  under  the  Securities  Act of  1933,  the  Company  hereby
undertakes as follows:

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or  controlling  persons of
the Company,  the Company has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 1933 Act and is, therefore,  unenforceable. In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection  with  the  securities   registered  on  the  Form  S-8  Registration
Statements  identified  below, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

         The  preceding  undertaking  is hereby  incorporated  by  reference  to
outstanding   Registration  Statements  Nos.  33-55460,   33-54171,   333-01943,
333-01945, 333-02009 and 333-08583 of the Company on Form S-8.



<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,  on this 24th day of
March, 1997.

                                               AMDAHL CORPORATION

                                               /s/John C. Lewis
                                               ------------------
                                               John C. Lewis
                                               Chairman of the Board, 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 and on the dates indicated.
<TABLE>
<CAPTION>


Signatures                                  Title                                      Date
----------                                  -----                                      ----
<S>                                         <C>                                        <C>

/s/John C. Lewis                            Chairman of the Board,                     March 24, 1997
----------------                            President and Chief
John C. Lewis                               Executive Officer
                                            (Principal Executive
                                             Officer)

/s/Ernest B. Thompson                       Vice President                             March 24, 1997
---------------------                       and Controller
Ernest B. Thompson                          (Principal Accounting
                                             Officer)

/s/Bruce J. Ryan                            Executive Vice                             March 24, 1997
----------------                            President, Chief
Bruce J. Ryan                               Financial Officer
                                            and Corporate
                                            Secretary
                                            (Principal Financial
                                             Officer)


Directors:

Michael R. Hallman*                         
E. F. Heizer, Jr.*                          
Kazuto Kojima*                              
Burton G. Malkiel*                          
Takeshi Maruyama*
George R. Packard*
Walter B. Reinhold*
Takashi Takaya*
J. Sidney Webb*

*By:     /s/Bruce J. Ryan                  Attorney-in-Fact                             March 24, 1997
         ----------------
         Bruce J. Ryan
         
</TABLE>
<PAGE>
                                 Exhibit Index


Item           Description
----           -----------
3(b)           Restated By-Laws

10(a)          Amdahl Corporation 1994 Stock Incentive Plan, as amended

10(q)          Form of Indemnification Agreement between the Company and its
               Executive Officers

10(r)          Form of Indemnification Agreement between the Company and Members
               of the Board of Directors

13             Annual Report to Stockholders for fiscal year 1996 (only those
               portions incorporated by reference)

21             List of Subsidiaries

23             Consent of Arthur Andersen LLP

24             Power of Attorney

27             Financial Data Schedule