Exhibit 10(r)

                            Indemnification Agreement


THIS  AGREEMENT  is made and  entered  into  this ___ day of  __________,  199__
between  Amdahl  Corporation,  a  Delaware  corporation   ("Corporation"),   and
______________("Director").


                                Witnesseth That:


WHEREAS, Director, a member of the Board of Directors of Corporation, performs a
valuable service in such capacity for Corporation; and

WHEREAS,  the  stockholders  of  Corporation  have adopted Bylaws (the "Bylaws")
providing for the  indemnification  of the officers and directors of Corporation
to the maximum extent  authorized by the Delaware  General  Corporation  Law, as
amended ("Code"); and

WHEREAS,  the  Code by its  non-exclusive  nature  and  the  Bylaws  by  express
provision,  permit contracts between Corporation and the members of its Board of
Directors with respect to indemnification of such directors; and

WHEREAS,  in  accordance  with  the  authorization  as  provided  by  the  Code,
Corporation  has  purchased  and  presently  maintains  a policy or  policies of
Directors and Officers Liability Insurance ("D & O Insurance"), covering certain
liabilities  which  may be  incurred  by its  directors  and  officers  in their
performance as directors or officers of Corporation; and

WHEREAS,  as a result of recent  developments  affecting  the  terms,  scope and
availability  of D & O Insurance  there  exists  general  uncertainty  as to the
extent of  protection  afforded  members of the Board of Directors by such D & O
Insurance and by statutory and bylaw indemnification provisions; and

WHEREAS,  in order to induce  Director  to  continue to serve as a member of the
Board of Directors of  Corporation,  Corporation  has  determined  and agreed to
enter into this contract with Director;

NOW, THEREFORE,  in consideration of Director's  continued service as a director
after the date hereof, the parties hereto agree as follows:

1.   Indemnity  of  Director.  Corporation  hereby  agrees to hold  harmless and
     indemnify  Director to the fullest  extent  authorized  or permitted by the
     provisions of the Code, as may be amended from time to time.
<PAGE>
2.   Additional  Indemnity.  Pursuant  to the  Bylaws  and  subject  only to the
     exclusions set forth in Section 3 hereof, Corporation hereby further agrees
     to hold harmless and indemnify Director:


     (a)  against  any  and  all  expenses  and  loss  (including   inter  alia,
          attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
          amounts  paid in  settlement)  actually  and  reasonably  incurred  by
          Director in connection  with the  investigation,  defense or appeal of
          any  threatened,  pending or  completed  action,  suit or  proceeding,
          whether civil, criminal, administrative or investigative (including an
          action by or in the right of Corporation) to which Director is, was or
          at any time becomes a party,  or is threatened to be made a party,  by
          reason  of the fact that  Director  is,  was or at any time  becomes a
          director,  officer,  employee  or agent of  Corporation,  or is or was
          serving  or at any time  serves at the  request  of  Corporation  as a
          director,   officer,   employee  or  agent  of  another   corporation,
          partnership, joint venture, trust or other enterprise; and
     
     (b)  otherwise  to the  fullest  extent as may be  provided  to Director by
          Corporation  under  the  non-exclusivity  provisions  of  Section 4 of
          Article IX of the Bylaws of Corporation and the Code.

3.       Limitations on Additional Indemnity.  No indemnity pursuant
         to Section 2 hereof shall be paid by Corporation:

     (a)  except  to the  extent  the  aggregate  of  losses  to be  indemnified
          thereunder exceeds the amount of such losses for which the Director is
          indemnified either pursuant to Section 1 hereof or pursuant to any D &
          O Insurance purchased and maintained by Corporation;

     (b)  in respect to remuneration  paid to Director if it shall be determined
          by a final judgment or other final adjudication that such remuneration
          was in violation of law;

     (c)  on account of any suit in which judgment is rendered  against Director
          for an  accounting  of  profits  made  from  the  purchase  or sale by
          Director of securities of  Corporation  pursuant to the  provisions of
          Section 16(b) of the  Securities  Exchange Act of 1934 and  amendments
          thereto or similar provisions of any federal, state or local statutory
          law;
<PAGE>
     (d)  on account of  Director's  conduct  which is finally  adjudged to have
          been knowingly fraudulent or deliberately  dishonest, or to constitute
          willful misconduct; or

     (e)  if a final decision by a court having jurisdiction in the matter shall
          determine that such indemnification is not lawful.

4.   Contribution.  If  the  indemnification  provided  in  Sections  1 and 2 is
     unavailable and may not be paid to Director for any reason other than those
     set forth in  paragraphs  (b), (c) and (d) of Section 3, then in respect of
     any threatened,  pending or completed  action,  suit or proceeding in which
     Corporation  is jointly liable with Director (or would be if joined in such
     action, suit or proceeding),  Corporation shall contribute to the amount of
     expenses (including attorneys' fees), judgments,  fines and amounts paid in
     settlement actually and reasonably incurred and paid or payable by Director
     in such  proportion as is appropriate to reflect (i) the relative  benefits
     received by Corporation on the one hand and Director on the other hand from
     the transaction from which such action,  suit or proceeding arose, and (ii)
     the relative  fault of  Corporation  on the one hand and of Director on the
     other in  connection  with the  events  which  resulted  in such  expenses,
     judgments,  fines or  settlement  amounts,  as well as any  other  relevant
     equitable considerations. The relative fault of Corporation on the one hand
     and of Director on the other shall be  determined  by  reference  to, among
     other  things,   the  parties'  relative  intent,   knowledge,   access  to
     information  and  opportunity  to  correct  or  prevent  the  circumstances
     resulting  in  such  expenses,  judgments,  fines  or  settlement  amounts.
     Corporation  agrees that it would not be just and equitable if contribution
     pursuant to this Section 4 were  determined  by pro rata  allocation or any
     other method of  allocation  which does not take  account of the  foregoing
     equitable considerations.


5.   Continuation of Obligations.  All agreements and obligations of Corporation
     contained  herein shall continue  during the period Director is a director,
     officer,  employee  or agent of  Corporation  (or is or was  serving at the
     request of Corporation as a director, officer, employee or agent of another
     corporation,  partnership,  joint venture,  trust or other  enterprise) and
     shall  continue  thereafter  so long as  Director  shall be  subject to any
     possible  claim  or  threatened,  pending  or  completed  action,  suit  or
     proceeding  whether civil,  criminal,  administrative or investigative,  by
     reason of the fact that Director was a director of  Corporation  or serving
     in any other capacity referred to herein.
<PAGE>
6.   Notification  and Defense of Claim.  Promptly  after receipt by Director of
     notice of the  commencement  of any action,  suit or  proceeding,  Director
     will, if a claim in respect thereof is to be made against Corporation under
     this Agreement,  notify  Corporation of the commencement  thereof;  but the
     omission so to notify  Corporation  will not relieve it from any  liability
     which it may have to Director  otherwise  than under this  Agreement.  With
     respect  to any  such  action,  suit or  proceeding  as to  which  Director
     notifies Corporation of the commencement thereof:

     (a)  Corporation  will  be  entitled  to  participate  therein  at its  own
          expense;

     (b)  except as otherwise  provided  below,  to the extent that it may wish,
          Corporation  jointly  with  any  other  indemnifying  party  similarly
          notified will be entitled to assume the defense thereof,  with counsel
          satisfactory to Director. After notice from Corporation to Director of
          its election so as to assume the defense thereof, Corporation will not
          be liable to  Director  under  this  Agreement  for any legal or other
          expenses  subsequently  incurred by Director  in  connection  with the
          defense thereof other than  reasonable  costs of  investigation  or as
          otherwise provided below.  Director shall have the right to employ its
          counsel in such action,  suit or proceeding  but the fees and expenses
          of  such  counsel  incurred  after  notice  from  Corporation  of  its
          assumption of the defense  thereof shall be at the expense of Director
          unless (i) the  employment of counsel by Director has been  authorized
          by  Corporation,  (ii) Director shall have  reasonably  concluded that
          there may be a conflict of interest  between  Corporation and Director
          in the  conduct  of the  defense of such  action or (iii)  Corporation
          shall not in fact have employed  counsel to assume the defense of such
          action,  in each of which cases the fees and expenses of counsel shall
          be at the expense of Corporation. Corporation shall not be entitled to
          assume the defense of any action,  suit or proceeding brought by or on
          behalf of  Corporation  or as to which  Director  shall  have made the
          conclusion provided for in (ii) above; and

<PAGE>



     (c)  Corporation  shall not be  liable to  indemnify  Director  under  this
          Agreement  for any amounts paid in  settlement  of any action or claim
          effected without its written consent. Corporation shall not settle any
          action or claim in any  manner  which  would  impose  any  penalty  or
          limitation on Director without  Director's  written  consent.  Neither
          Corporation nor Director will unreasonably withhold its consent to any
          proposed settlement.

7.       Advancement and Repayment of Expenses.

     (a)  In the event that Director employs his own counsel pursuant to Section
          6(b) (i) through (iii) above,  Corporation  shall advance to Director,
          prior to any final  disposition of any  threatened or pending  action,
          suit  or  proceeding,  whether  civil,  criminal,   administrative  or
          investigative,  any and all reasonable  expenses (including legal fees
          and expenses)  incurred in investigating or defending any such action,
          suit or  proceeding  within  ten (10) days after  receiving  copies of
          invoices presented to Director for such expenses.

     (b)  Director  agrees that  Director  will  reimburse  Corporation  for all
          reasonable  expenses  paid by  Corporation  in defending  any civil or
          criminal action,  suit or proceeding against Director in the event and
          only to the extent it shall be ultimately  determined that Director is
          not  entitled,  under the  provisions  of the Code,  the Bylaws,  this
          Agreement or otherwise,  to be  indemnified  by  Corporation  for such
          expenses.

8.       Enforcement

     (a)  Corporation  expressly  confirms  and agrees that it has entered  into
          this  Agreement  and assumed the  obligations  imposed on  Corporation
          hereby  in order to induce  Director  to  continue  as a  director  of
          Corporation,  and  acknowledges  that  Director  is relying  upon this
          Agreement in continuing in such capacity.

     (b)  In the event  Director  is  required  to bring any  action to  enforce
          rights or to collect monies due under this Agreement and is successful
          in  such  action,  Corporation  shall  reimburse  Director  for all of
          Director's  reasonable fees and expenses in bringing and pursuing such
          action.

9.   Separability.  Each of the  provisions of this  Agreement is a separate and
     distinct  agreement and independent of the others, so that if any provision
     hereof shall be held to be invalid or  unenforceable  for any reason,  such
     invalidity   or   unenforceability   shall  not  affect  the   validity  or
     enforceability of the other provisions hereof.

<PAGE>
10.  Governing  Law.  This  Agreement  shall  be  interpreted  and  enforced  in
     accordance with the laws of the State of Delaware.

11.  Binding  Effect.  This  Agreement  shall be binding upon  Director and upon
     Corporation,  its successors and assigns, and shall inure to the benefit of
     Director,  his  heirs,  personal  representatives  and  assigns  and to the
     benefit of Corporation, its successors and assigns.

12.  Amendment and  Termination.  No  amendment,  modification,  termination  or
     cancellation of this Agreement shall be effective  unless in writing signed
     by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.


                                                 Amdahl Corporation


                                             By:
                                                 John C. Lewis
                                                 Chairman of the Board


                                              and





                                                  [               ]
                                                  Director