Exhibit 13

Management's Discussion And Analysis 

RESULTS OF OPERATIONS

1995 COMPARED TO 1994

REVENUES

Total revenues decreased 7% and equipment sales decreased 23% or
$247 million from the prior year. Equipment sales were 53% and
64% of total revenues in 1995 and 1994, respectively. Processor
equipment sales decreased 22% due to a higher percentage of sales
of 5995M processor upgrades than in 1994 and a significant
decline in pricing experienced in the fourth quarter of 1995.
Overall, 5995M prices declined 32% in 1995. Equipment sales of
the older lines of mainframe computers also decreased. Revenues
from storage product equipment sales decreased 59% in 1995 when
compared to 1994 as a result of pricing and volume declines
associated with delays in the introduction of new storage
products. Equipment sales of high performance servers acquired
under original equipment manufacturer (OEM) arrangements with Sun
Microsystems, which were 10% and 3% of total equipment sales
revenues in 1995 and 1994, respectively, increased 186% or $50
million from 1994 to 1995.

Service, software and other revenues increased 21% or $124
million from the prior year and were 47% and 36% of total
revenues in 1995 and 1994, respectively. The increase in revenues
consisted of increased consulting and professional services
revenues of $80 million, increased maintenance revenues of $26
million from a larger customer installed base, and increased
software revenues of $30 million, of which $15 million was of a
nonrecurring nature (see Note 2 to the Consolidated Financial
Statements). DMR Group Inc. (DMR), which the Company acquired in
November 1995, contributed $35 million to consulting and
professional services revenues (see Note 3 to the Consolidated
Financial Statements). Operating lease revenues decreased $12
million. 

1995 revenues were favorably impacted by approximately $36
million by a weakened U.S. dollar, as international revenues
denominated in foreign currencies translated into more dollars in
1995, when compared to 1994.


GROSS MARGINS

Gross margin as a percentage of revenues increased from 36% in
1994 to 37% in 1995. Gross margin on equipment sales as a
percentage of equipment sales revenues increased from 32% in 1994
to 33% in 1995, due in part to lower manufacturing costs and a
higher percentage of sales of 5995M processor upgrades, which
yield better gross margins than sales of complete new systems.
However, as a result of the severe 5995M price declines
experienced in the fourth quarter of 1995, the Company charged
cost of equipment sales for $26 million to reduce 5995M
inventories to market value. In addition, gross margins on
storage product sales were adversely affected by significant
pricing declines. Gross margins on service, software and other
revenues as a percentage of revenues decreased from 44% in 1994
to 41% in 1995, because consulting and professional services and
multi-vendor maintenance services contributed a greater
proportion of revenues in 1995 than in 1994, and these revenues
generate lower gross margins than the Company's traditional
maintenance revenues.

OPERATING EXPENSES

In the fourth quarter of 1995 the Company recorded a charge to
operating expenses of $27 million to write off purchased
in-process engineering and development associated with the
acquisition of DMR that had no probable alternative future uses
(see Note 3 to the Consolidated Financial Statements). Operating
expenses in 1995 and 1994, excluding this charge, were 34% and
32% of revenues, respectively.

Excluding the write-off of purchased in-process engineering and
development, engineering and development expenses decreased $54
million or 26%, when compared to 1994, primarily due to the
agreement with Fujitsu for the joint development of the next
generation of IBM compatible systems. Marketing, general and
administrative expenses increased $43 million or 13% in 1995 when
compared to 1994 due to increased marketing efforts directed
toward the Company's newer lines of business.

INTEREST INCOME/EXPENSE AND INCOME TAXES

Net interest income increased $24 million or 150% from 1994 to
1995 due to increased interest income from higher average cash
and investment levels.

The effective annual income tax rate increased from 7% in 1994 to
43% in 1995, due to the write-off of purchased in-process
engineering and development discussed above and certain reserves
for which no tax benefit was recognized in 1995, and the current
mix of international and domestic income, which limited the
Company's utilization of net operating loss carryforwards and
deferred tax assets in 1995 when compared to 1994.


<PAGE>
RESULTS OF OPERATIONS

1994 COMPARED TO 1993

REVENUES

In 1994, total revenues decreased 2% and equipment sales
decreased 7% from the prior year. Processor equipment sales
revenue declined 4% from 1993 to 1994 due primarily to a 46%
decrease in revenues from equipment sales of the Company's older
5995A mainframe product line. However, revenues from equipment
sales of 5995M systems increased 5% from 1993 to 1994 due to an
increase in shipment volumes of approximately 59%, although when
compared to 1993 these shipment volumes consisted of smaller
processor configurations. The revenue generated from the increase
in 5995M shipment volumes more than offset 5995M pricing declines
of approximately 20% in 1994. The rate of price declines in 1994
was less severe than the declines experienced in 1992 and 1993,
which the Company believes indicates an improved balance between
supply and demand in the mainframe marketplace. Storage product
sales decreased 24% from 1993 primarily due to price declines
and, to a lesser extent, decreased shipment volumes as the
Company began to transition to new products. Open systems
equipment sales of high performance servers acquired under OEM
arrangements with Sun Microsystems, which the Company began
shipping in volume at the beginning of 1994, increased revenues
in 1994, in part offsetting the declines discussed above.

Service, software and other revenues increased 7% from the prior
year, reflecting increased maintenance revenues from a larger
customer installed base and to a lesser extent increased sales of
Huron software licenses.

The impact of fluctuations in foreign currency exchange rates on
revenues was immaterial in 1994.

[a bar graph entitled Gross Margins (Percent) is inserted next to
the above text, indicating that the gross margins for 1993, 1994
and 1995 were 27%, 36% and 37%, respectively]

GROSS MARGINS

Gross margin as a percentage of revenues increased from 27% in
1993 to 36% in 1994. Gross margin on equipment sales as a
percentage of revenues increased from 22% in 1993 to 32% in 1994,
which primarily reflected lower production costs resulting from
reductions in excess manufacturing capacity and other
Company-wide restructuring actions begun in 1993 as well as a
reduction in vendor component costs. In addition, cost of
equipment sales in 1993 included the provision of $17 million
(compared to no provision in 1994) for implementation of
engineering changes to support IBM features on certain 5995M
processors shipped during 1993. The lower manufacturing costs
more than offset the pricing declines discussed above. Also,
gross margins on service, software and other revenues as a
percentage of revenues increased from 36% in 1993 to 44% in 1994,
reflecting the cost reduction actions taken in the field service
organization in 1993.

OPERATING EXPENSES

Operating expenses in 1994 and 1993, excluding 1993 restructuring
charges of $478,000,000, were 32% and 41% of revenues,
respectively.

Engineering and development expenses decreased 39% from 1993 to
1994 due to cancellations and reductions in the scope of certain
product development projects as well as other cost reduction
benefits realized from the restructuring of operations (see Note
8 to the Consolidated Financial Statements). Engineering and
development expenses also decreased due to the November 1993
agreement with Fujitsu for the joint development of the next
generation of IBM compatible systems. The decrease in marketing,
general and administrative expenses of 8% from 1993 to 1994 also
reflected cost reductions from the restructuring of operations.

[a bar graph entitled Operating Expenses* (Dollars in Millions)
is inserted next to the above text, indicating that the operating
expenses for 1993, 1994 and 1995 were $689 million, $531 million
and $520 million, respectively. *Excluding 1995 write-off of DMR
in-process engineering and development and 1993 restructuring
charges]

INTEREST INCOME/EXPENSE AND INCOME TAXES

Net interest income increased $11 million or 188% in 1994 from
the prior year, as decreased interest expense from lower average
debt levels and increased interest income from higher average
cash levels were partially offset by decreased interest income
from lower levels of sales-type leases.

The effective annual income tax rate decreased from 18% in 1993
to 7% in 1994, reflecting utilization of net operating loss
carryforwards.


FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

During the fourth quarter of 1995 the market for the Company's
existing mainframe computer systems entered a product transition
period marked by the announcement of new product offerings from
both Amdahl and its competitors which are expected to become
available during the second half of 1996. Product transition
periods are traditionally characterized by decreased demand,
resulting in accelerated price declines for existing products.
Because the new products involve the use of lower cost CMOS
technologies which will reduce the cost of mainframe computing to
end users, these factors will be more acute during the current
transition period as evidenced by the significant declines
experienced in existing mainframe prices during the fourth
quarter of 1995. Coupled with extremely aggressive competitive
pricing pressures in many of the Company's principal accounts,
this situation is expected to persist and will materially
adversely affect operating results until the Company is able to
deliver its new mainframe systems in volume in the latter part of
1996. In addition, market conditions for the Company's storage
products are not expected to improve until Amdahl's newly
announced storage product offerings are available in volume
during the second half of 1996. Should any delays in current
development schedules occur or should the new mainframe and
storage product offerings fail to receive strong customer
acceptance, the Company's future operating results will be
further adversely affected.

The Company expects its software, services and open systems
businesses to improve during 1996 and to result in a higher
percentage of the Company's overall revenues than in previous
years. The degree of improvement will depend in major part on the
Company's ability to rapidly complete the integration of its
former professional services operations into the recently
acquired DMR business structure; to generate strong customer
acceptance of the newest version of the Huron ObjectStar software
developed by the Amdahl/Electronic Data Systems joint venture,
Antares Alliance Group; to continue the expansion of its new
operational and multi-vendor maintenance service offerings; and
to realize higher gross margins from sales of servers. However,
it is unlikely that any improvements in these operations would be
sufficient to offset any resulting declines in the Company's
traditional mainframe and storage businesses if existing
mainframe prices do not stabilize and if the Company fails to
successfully introduce its new mainframe and storage product
offerings as planned.

In July 1995, IBM terminated its Undertaking with the European
Commission which IBM had entered into in 1984. The Undertaking
called upon IBM to disclose interface specifications related to
its System /370/390 mainframes to qualified competitors,
including Amdahl. Since 1986 the Company has utilized
specifications made available pursuant to the Undertaking in
maintaining compatibility with new features and functions which
IBM has announced from time to time.

At the present time, the Company believes that IBM will continue
its past practice of disclosing interface specifications.
However, a failure by IBM to continue to disclose required
information on a timely basis would require Amdahl to rely
extensively on technically difficult reverse engineering
procedures. In such a case, should IBM continue to introduce
significant architectural changes to its System/390 mainframes,
the ability of the Company's products to remain compatible in the
future on a timely basis could be adversely impacted. The Company
is unable to predict the extent to which this would negatively
affect future operating results.

The Company does not expect total operating expenses in 1996 to
significantly change from 1995 levels. The Company expects that
interest income will decrease due to lower average cash and
investment levels in 1996 than in 1995 and that its effective tax
rate will decrease in 1996 from the 1995 rate of 43% due to its
ability to utilize deferred tax assets.

In March 1995 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of (FAS 121). The Company will adopt this standard
in the first quarter of 1996 and does not believe its adoption
will have a material impact on its financial position or results
of operations.


FINANCIAL CONDITION

DECEMBER 29, 1995 COMPARED TO DECEMBER 30, 1994

The Company's net cash position (cash and short-term investments
net of short-term and long-term debt, excluding capitalized lease
obligations) decreased by $80 million from December 30, 1994 to
December 29, 1995. Cash, cash equivalents and short-term
investments decreased $62 million, reflecting the use of $137
million (net of $3 million cash acquired) to finance the purchase
of the outstanding shares of DMR (see Note 3 to the Consolidated
Financial Statements).

Receivables increased $10 million, primarily due to the
acquisition of DMR. Inventories decreased $8 million, reflecting
an end-of-life build up of 5995M inventories, offset by the $26
million write-down to market value.

Net property and equipment decreased $65 million due in part to
sales of buildings and retirements of production and data
processing equipment and because depreciation exceeded capital
spending in 1995. 

At December 29, 1995, the excess of cost over DMR's net assets
acquired, net of accumulated amortization, was $107 million (see
Note 3 to the Consolidated Financial Statements).

The cash, cash equivalents and short-term investments balances as
of December 29, 1995 included approximately $161 million
currently invested outside the United States. Repatriation of
these investments and cash would give rise to federal taxable
income in the year of transfer, taxes for which have been
provided. (See Note 12 to the Consolidated Financial Statements
regarding foreign subsidiaries' earnings on which taxes have not
been provided.)

The Company's valuation allowance against worldwide operating
losses, deferred tax assets, and tax credit carryforwards which
may expire before the Company can utilize them decreased from
$112 million at December 30, 1994 to $89 million at December 29,
1995. The Company believes sufficient uncertainty exists
regarding the realizability of these items and accordingly has
continued to provide a valuation allowance for them.

Accounts payable to vendors other than Fujitsu increased $42
million, due in part to accounts payable assumed upon the
acquisition of DMR ($17 million at December 29, 1995). Accounts
payable to Fujitsu decreased $42 million, due to decreased
purchases of materials.

Accrued liabilities decreased $80 million due to decreased
deferred maintenance revenues, reserves for future engineering
changes, and accrued restructuring costs. Charges against accrued
restructuring costs resulted in a decrease in the balance from
$88 million at December 30, 1994 to $55 million at December 29,
1995 (see Note 8 to the Consolidated Financial Statements). 
At December 29, 1995 and at December 30, 1994, long-term debt
(excluding capitalized lease obligations) was $86 million and $80
million, respectively, which included $80,000,000 outstanding
under the Fujitsu loan agreement (see Note 7 to the Consolidated
Financial Statements).

[a bar graph entitled Inventories (Dollars in Millions) is
inserted next to the above text, indicating that inventories for
1993, 1994 and 1995 were $511 million, $283 million and $275
million, respectively]


LIQUIDITY

The nature of the computer industry, combined with the current
economic environment, make it very difficult for the Company to
predict future liquidity requirements with certainty. However,
the Company believes that existing cash and short-term
investments, together with borrowings under its loan agreement
with Fujitsu, will be adequate to finance continuing operations,
investments in property and equipment, inventories and spare
parts, and expenditures for the development of new products at
least through 1997. The Company has no significant commitments
with vendors other than Fujitsu (see Note 2 to the Consolidated
Financial Statements).

Subsequent to December 29, 1995, the Board of Directors
authorized the Company to buy back up to $100,000,000 of the
Company's common stock.

[a bar graph entitled Net Cast* (Debt) (Dollars in Millions) is
inserted next to the above text, indicating that Net Cast for
1993, 1994 and 1995 was $117 million, $611 million and $531
million, respectively. *Cash and short-term investments, minus
total debt (excluding capitalized lease obligations)]

<PAGE>
Report Of Independent Public Accountants

TO AMDAHL CORPORATION:

We have audited the accompanying consolidated balance sheets of
Amdahl Corporation (a Delaware corporation) and subsidiaries as
of December 29, 1995 and December 30, 1994, and the related
consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended
December 29, 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 Amdahl Corporation and subsidiaries as of December 29, 1995
and December 30, 1994, and the results of their operations and
their cash flows for each of the three years in the period ended
December 29, 1995 in conformity with generally accepted
accounting principles.

As discussed in Note 12 to the Consolidated Financial Statements,
the Company adopted the provisions of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, in
1993.

                                        /s/Arthur Andersen LLP
                                        ----------------------
SAN JOSE, CALIFORNIA                    ARTHUR ANDERSEN LLP
JANUARY 24, 1996
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
December 29, 1995 and December 30, 1994

(Dollars in thousands)                                           1995                          1994

ASSETS
<S>                                         <C>                                     <C>  
Current assets:
 Cash and cash equivalents                  $                 192,980               $       358,006
 Short-term investments                                       444,006                       340,600
 Receivables, net of allowances of
  $5,964 in 1995 and $5,196 in 1994                           319,777                       309,927
 Inventories                                                  274,813                       283,081
 Prepaid expenses and deferred tax assets                      69,115                        54,874
                                                            ---------                     ---------
  Total current assets                                      1,300,691                     1,346,488
                                                            ---------                     ---------
Long-term receivables and other assets                         28,083                        34,908
                                                            ---------                     ---------
Property and equipment:
 Leased systems                                                37,937                        30,238
 System spares                                                379,797                       384,685
 Production and data processing equipment                     327,051                       410,557
 Office furniture, equipment and improvements                 173,691                       156,195
 Land and buildings                                           111,715                       137,429
                                                            ---------                     ---------
                                                            1,030,191                     1,119,104
 Less - accumulated depreciation
  and amortization                                            757,523                       781,465
                                                              -------                       -------
  Property and equipment, net                                 272,668                       337,639
                                                              -------                       -------
Excess of cost over net assets acquired,
 net of accumulated amortization 
 of $692 in 1995                                              106,756                             -
                                                            ---------                     ---------
                                            $               1,708,198               $     1,719,035
                                                            =========                     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable and short-term debt          $                  22,026               $         8,816
 Accounts payable                                             111,871                        69,603
 Accounts payable - stockholder 
  (Fujitsu Limited)                                            29,152                        71,214
 Accrued liabilities                                          431,600                       511,706
                                                              -------                       -------
  Total current liabilities                                   594,649                       661,339
                                                              -------                       -------
Long-term debt - stockholder 
  (Fujitsu Limited)                                            80,000                        80,000
                                                               ------                        ------
Long-term debt and liabilities                                 51,152                        49,674
                                                               ------                        ------
Deferred income taxes                                          48,573                        51,767
                                                               ------                        ------
Stockholders' equity:
 Common stock, $.05 par value
  Authorized - 200,000,000 shares
  Outstanding - 119,259,000 shares in 1995
    and 116,636,000 shares in 1994                              5,963                         5,832
 Additional paid-in capital                                   542,269                       519,856
 Retained earnings                                            370,995                       342,468
 Cumulative translation adjustments                            10,932                         8,861
 Unrealized holding gains (losses) 
    on available-for-sale securities                            3,665                          (762)
                                                              -------                       -------
       Total stockholders' equity                             933,824                       876,255
                                                            ---------                     ---------
                                            $               1,708,198               $     1,719,035
                                                            =========                     =========

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements Of Operations
For the Three Years Ended December 29, 1995

(Dollars in thousands, except per common share amounts)               1995         1994       1993
<S>                                                          <C>           <C>         <C>  
REVENUES
Equipment sales                                                   $803,567   $1,050,236 $1,132,447
Service, software and other                                        712,821      588,377    548,085
                                                                 ---------    ---------  ---------
                                                                 1,516,388    1,638,613  1,680,532
                                                                 ---------    ---------  ---------

COST OF REVENUES
Equipment sales                                                    540,541      716,144    881,528
Service, software and other                                        419,046      327,420    350,982
                                                                   -------    ---------  ---------
                                                                   959,587    1,043,564  1,232,510
                                                                   -------    ---------  ---------
  Gross margin                                                     556,801      595,049    448,022
                                                                   -------      -------    -------

OPERATING EXPENSES
Engineering and development                                        149,610      203,241    334,514
Marketing, general and administrative                              370,771      327,917    354,939
Purchased in-process engineering and development                    27,296            -          -
Restructuring costs                                                      -            -    478,000
                                                                   -------      -------  ---------
                                                                   547,677      531,158  1,167,453
                                                                   -------      -------  ---------
  INCOME (LOSS) FROM OPERATIONS                                      9,124       63,891   (719,431)
                                                                   -------      -------  ---------

INTEREST
Income                                                              51,334       26,305     23,461
Expense                                                            (10,481)      (9,942)   (17,772)
                                                                  --------      -------   --------
                                                                    40,853       16,363      5,689
                                                                    ------       ------    -------
  INCOME (LOSS) BEFORE PROVISION 
    FOR (BENEFIT FROM) INCOME TAXES                                 49,977       80,254   (713,742)
Provision for (Benefit from) Income Taxes                           21,450        5,450   (125,000)
                                                                    ------       ------   ---------
  Income (loss) before change in accounting principle               28,527       74,804   (588,742)
Cumulative Effect of Change in Accounting Principle                      -            -      8,746
                                                                    ------       ------  ---------
NET INCOME (LOSS)                                                  $28,527      $74,804  $(579,996)
                                                                   =======      =======  =========

EARNINGS (LOSS) PER COMMON SHARE
Income (loss) before change in accounting principle                   $.24         $.63     $(5.17)
Net income (loss)                                                     $.24        $ .63     $(5.09)
Average outstanding shares and equivalents                     120,383,000  118,909,000113,933,000

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
For the Three Years Ended December 29, 1995                                            

(Dollars in thousands)                                                1995         1994       1993     
<S>                                                               <C>          <C>        <C> 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                    $358,006     $149,484   $173,012
                                                                  --------     --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                   28,527       74,804   (579,996)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Depreciation and amortization                                    108,552      132,864    209,612
  Purchased in-process engineering and development                  27,296            -          -
  Restructuring charges                                                  -            -    478,000
  Deferred income tax provision                                     (3,201)      (7,083)  (102,611)
  Loss (gain) on sales of assets                                      (343)      (8,524)     1,208
Change in assets and liabilities net of effects 
  from purchase of DMR:
  (Increase) decrease in receivables                                33,771       (2,384)   269,784
  Decrease in inventories                                           30,391      271,872    221,454
  (Increase) decrease in prepaid expenses
     and deferred tax assets                                       (12,157)      (1,781)    40,551
  Decrease in long-term receivables and other assets                10,981        9,992     53,874
  Increase (decrease) in accounts payable                          (13,407)      68,964   (150,914)
  Decrease in accrued liabilities                                 (113,955)     (49,774)  (128,722)
  Decrease in long-term liabilities                                (11,853)      (2,287)   (10,070)
                                                                  --------      -------   --------
Net cash provided by operating activities                           84,602      486,663    302,170
                                                                  --------      -------   --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of available-for-sale short-term investments            (376,503)     (47,016)         -
Purchases of held-to-maturity short-term investments              (287,067)    (519,684)         -
Proceeds from sales of available-for-sale 
  short-term investments                                           107,411       40,677          -
Proceeds from maturities of held-to-maturity 
  short-term investments                                           458,116      286,075          -
Decrease in short-term investments                                       -            -     18,372
Payment for purchase of DMR, net of cash acquired                 (136,692)           -          -
Capital expenditures:
  Leased systems                                                   (27,156)     (18,200)   (45,045)
  System spares                                                    (16,559)      (8,584)   (50,841)
  Other property and equipment                                     (38,159)     (40,841)   (39,033)
  Proceeds from property and equipment sales                        30,158       62,352     68,191
                                                                   -------      -------    -------
Net cash used for investing activities                            (286,451)    (245,221)   (48,356)
                                                                 ---------     --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in notes payable 
  and short-term borrowings                                         11,070        2,521   (106,854)
Long-term borrowings                                                     -       80,000          -
Repayments of borrowings under revolving credit agreement                -     (130,000)  (170,000)
Sale of common stock and exercise of options                        22,544       12,064      7,393
Dividends paid                                                           -            -     (5,676)
                                                                    ------     --------  ---------
Net cash provided by (used for) financing activities                33,614      (35,415)  (275,137)
                                                                   -------     --------  ---------
Effect of exchange rate changes on cash                              3,209        2,495     (2,205)
                                                                   -------     --------  ---------
Net increase (decrease) in cash and cash equivalents              (165,026)     208,522    (23,528)
                                                                 ---------      -------   --------
CASH AND CASH EQUIVALENTS AT END OF YEAR                          $192,980     $358,006   $149,484
                                                                  ========     ========   ========

Noncash investing and financing activities:transfers of Amdahl-manufactured systems from
net property, plant and equipment to inventories were $17,423,000 in 1995 and $46,225,000
in 1994. 

The accompanying notes are an integral part of these financial statements. 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Stockholders' Equity
For the Three Years Ended December 29, 1995
(Dollars in thousands, except per share amounts)
                                                                                                 UNREALIZED
                                                          ADDITIONAL                CUMULATIVE      HOLDING
                                                 COMMON      PAID-IN    RETAINED   TRANSLATION        GAINS
                                                  STOCK      CAPITAL    EARNINGS   ADJUSTMENTS     (LOSSES)      TOTAL
<S>                                              <C>        <C>         <C>        <C>            <C>       <C>
BALANCE AT DECEMBER 25, 1992                     $5,657     $500,574    $853,336       $11,549           $- $1,371,116
Sale of 1,439,269 shares, net of 
  repurchases, of common stock 
  under employee stock benefit plans                 72        7,234           -             -            -      7,306
Income tax benefit arising from 
  employee stock option plans                         -           87           -             -            -         87
Cash dividends ($.05 per share)                       -            -      (5,676)            -            -     (5,676)
Net loss                                              -            -    (579,996)            -            -   (579,996)
Translation adjustments                               -            -           -        (2,631)           -     (2,631)
                                                 ------      -------    ---------      --------     --------  ---------

BALANCE AT DECEMBER 31, 1993                      5,729      507,895     267,664         8,918            -    790,206
Sale of 2,057,964 shares, net of 
  repurchases, of common stock 
  under employee stock benefit plans                103        9,513           -             -            -      9,616
Income tax benefit arising from 
  employee stock option plans                         -        2,448           -             -            -      2,448
Net income                                            -            -      74,804             -            -     74,804
Translation adjustments                               -            -           -           (57)           -        (57)
Unrealized holding losses on 
  available-for-sale securities                       -            -           -             -         (762)      (762)
                                                -------      -------     -------      --------     --------   --------

BALANCE AT DECEMBER 30, 1994                      5,832      519,856     342,468         8,861         (762)   876,255
Sale of 2,622,920 shares, net of 
  repurchases, of common stock 
  under employee stock benefit plans                131       17,513           -             -            -     17,644
Income tax benefit arising from 
  employee stock option plans                         -        4,900           -             -            -      4,900
Net income                                            -            -      28,527             -            -     28,527

Translation adjustments                               -            -           -         2,071            -      2,071
Unrealized holding gains
  on available-for-sale securities                    -            -           -             -        4,427      4,427
                                               --------      -------    --------      --------     --------   --------

BALANCE AT DECEMBER 29, 1995                     $5,963     $542,269    $370,995       $10,932       $3,665   $933,824
                                              =========     ========    ========      ========      =======   ========

The accompanying notes are an integral part of these financial statements.  
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements


NOTE 1

SUMMARY OF ACCOUNTING PRACTICES

Amdahl Corporation and subsidiaries (the Company or Amdahl) is a
multinational company that provides large-scale, high
performance, general-purpose computer systems, storage, software
and communications products, and client-server hardware systems
for the open systems marketplace. The Company also provides
equipment maintenance, consulting and professional services. See
Note 9 for information on revenues by classes of product and
services and by geographic area. The Company's markets are
worldwide and include the communications, banking, finance and
insurance, services and government industries.

USE OF ESTIMATES

The preparation of finanical statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported components of results of operations during the reporting
period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries.
Intercompany accounts and transactions have been eliminated.

FISCAL YEAR

The Company's fiscal year ends on the last Friday in December. As
a result, 1995 and 1994 were each 52-week years, and 1993 was a
53-week year.

TRANSLATION OF FOREIGN CURRENCIES

The financial position and results of operations of the Company's
non-U.S. subsidiaries are measured using local currency as the
functional currency. Accordingly, all assets and liabilities are
translated into U.S. dollars at current exchange rates as of the
respective balance sheet date. Revenue and expense items are
translated at the average exchange rates prevailing during the
period. Cumulative translation gains and losses are reported as a
separate component of stockholders' equity.

Gains of $247,000 in 1995 and $81,000 in 1994 and a loss of
$2,948,000 in 1993 resulted from foreign exchange transactions
and were included in marketing, general and administrative
expenses. 

REVENUES

Revenues from equipment sales and sales-type leases are generally
recognized when the equipment has been shipped, installed and
financing arrangements have been completed. Revenues from
operating leases are recognized over the term of the respective
contracts.

Service for Amdahl products is provided under service and parts
warranty or separate maintenance agreements. The large-scale
computer systems normally carry a oneyear service and parts
warranty, and the storage and other products usually have shorter
warranty periods. Where material, a portion of equipment sales
revenue is deferred and recognized over the warranty period as
service is provided. Following the warranty period, Amdahl
provides maintenance service under separate contracts which
typically can be terminated by the customer on ninety days
notice. Revenues from maintenance contracts are recognized over
the term of the respective contracts as service is provided.

The Company accounts for software revenues in accordance with the
American Institute of Certified Public Accountants' Statement of
Position 91-1, Software Revenue Recognition. Revenues earned
under software license agreements with end users are generally
recognized when the software has been shipped, payment is due
within one year, collectibility is probable, and there are no
significant obligations remaining.

FUTURE ENGINEERING CHANGES

Amdahl's computer systems are architecturally compatible at
specific software and hardware interface levels with the basic
functions of competing IBM computer systems. The introduction
from time to time by IBM of certain product enhancements requires
that Amdahl make product changes to remain fully compatible. In
addition, the Company periodically makes engineering changes to
enhance the functionality of its products. The Company provides a
reserve for estimated future engineering changes in connection
with each sale. The reserve is intended to cover direct material,
direct labor and manufacturing overhead associated with
implementation of engineering changes. Amounts provided and
charged to cost of equipment sales were $16,672,000 in 1993. No
amounts were provided and charged to cost of sales in 1995 and
1994 because shipments made in those years were not expected to
require future engineering changes.

INVENTORIES

Inventories are stated at the lower of cost (firstin, firstout)
or market. Systems in process and finished goods include
material, labor and manufacturing overhead. Yearend inventories
consisted of the following: 
<TABLE>
<CAPTION>
                                   1995                   1994
(In thousands)
<S>                            <C>                    <C>
Purchased materials             $18,879                $45,561
Systems in process              168,322                135,408
Finished goods                   87,612                102,112
                               --------               --------
                               $274,813               $283,081
                               ========               ========
</TABLE>
Inventories contained components and assemblies in excess of the
Company's current estimated requirements and were fully reserved
at December 29, 1995 and December 30, 1994. Also, as a result of
severe price declines in the fourth quarter of 1995, the Company
charged cost of equipment sales for $26 million to reduce 5995M
inventories to market value. Due to competitive pressures, it is
reasonably possible that these estimates could change in the near
term.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and
amortization are computed using the straight-line method over
estimated useful lives (or, for leasehold improvements and assets
recorded under capital lease obligations, over the remaining
lease terms or estimated useful lives, whichever is shorter) as
follows:
<TABLE>
<CAPTION>
                                                         YEARS
<S>                                                      <C>
System spares                                                5
Production and data processing equipment                  3-15
Office furniture, equipment and improvements              3-20
Buildings                                                20-40
</TABLE>
INTANGIBLE ASSETS

Excess of cost over net assets acquired (goodwill) is amortized
by the straight-line method over twenty-five years. The
realizability of goodwill is evaluated periodically as events or
circumstances indicate a possible inability to recover its
carrying amount. Such evaluation is based on various analyses,
including cash flow and profitability projections that
incorporate, as applicable, the impact on existing lines of
business. The analyses necessarily involve significant management
judgment to evaluate the ability of an acquired business to
perform within projections.

Certain software development costs have been capitalized and
amortized over the life of the product. At December 29, 1995 and
December 30, 1994 software development costs that had been
capitalized were immaterial.

<PAGE>
EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share have been computed based on the
weighted average number of common and common equivalent shares
outstanding. Common equivalent shares result from the assumed
exercise of stock options which would have a dilutive effect in
years where there are earnings. Primary and fully diluted
earnings per common share amounts are substantially the same.


NOTE 2

RELATIONSHIP WITH FUJITSU LIMITED

At December 29, 1995, Fujitsu Limited (Fujitsu) owned
approximately 43% of the Company's outstanding stock. The Company
has entered into various transactions with Fujitsu, as follows:

A. Amdahl purchases under contracts with Fujitsu certain
subassemblies and substantially all of its large-scale integrated
semiconductor components and high-density printed circuit boards.
Its primary products are manufactured by Fujitsu to Amdahl
specifications. The cost of computer equipment, subassemblies and
spare parts purchased from Fujitsu and the amount included in
cost of revenues for equipment sales were as follows:
<TABLE>
<CAPTION>
                                                                         COST OF 
                                                           PURCHASES    REVENUES
(In thousands)
<S>                                                         <C>         <C>
1995                                                        $282,913    $275,707
1994                                                        $218,925    $374,224
1993                                                        $434,732    $444,595
</TABLE>
Amdahl was committed to purchase manufacturing material and other
equipment from Fujitsu totaling approximately $51,000,000 at
December 29, 1995. Prices for these manufacturing materials and
other equipment are subject to adjustment if the U.S.
dollar-Japanese yen exchange rate fluctuates outside of specified
ranges. The Company has entered into hedging arrangements
designed to protect against currency exchange risks associated
with anticipated product purchases from Fujitsu in 1996. 

B. Under joint development efforts, Fujitsu supplies Amdahl with
services and material related to the Company's development of
current and future products, which resulted in charges to
engineering and development expense of $2,399,000 in 1995,
$6,443,000 in 1994 and $8,633,000 in 1993.

In November 1993 Amdahl and Fujitsu entered into an agreement
pursuant to which Amdahl and Fujitsu agreed to participate in the
joint development of the Company's next generation of IBM
compatible systems. Under the agreement, Fujitsu will undertake
primary responsibility for the design and manufacture of these
systems.

In 1991 the Company entered into a cross-license agreement
related to certain technologies in the Company's processor
products, in which the Company agreed to pay Fujitsu up to
$15,000,000 in royalties, to be remitted to Fujitsu as shipments
occurred in 1992 and 1993. Amounts charged to cost of revenues
related to this agreement amounted to $3,600,000 in 1993. There
are no remaining commitments under this agreement.

C. Fujitsu markets Amdahl's computer equipment in Brazil, Japan,
Malaysia and Spain under distributorship arrangements. Sales in
1995, 1994 and 1993 by the Company of computer systems and
complementary storage products to Fujitsu contributed
$37,290,000, $38,682,000 and $28,162,000 to equipment sales and
$17,190,000, $14,405,000 and $11,687,000 to gross margin,
respectively.

In the second quarter of 1995 the Company entered into a contract
manufacturing agreement with HaL Computer Systems, Inc. (HaL), a
wholly-owned subsidiary of Fujitsu, whereby Amdahl agreed to
manufacture high end open system workstations for HaL. This
agreement contributed $9,375,000 and $1,035,000 to equipment
sales and gross margin, respectively, in 1995.

In the fourth quarter of 1995 Fujitsu agreed to pay Amdahl
$14,800,000 for the right and license to use certain software
diagnostic tools developed by Amdahl and $1,000,000 for the right
to market certain storage products in Japan. These amounts were
recognized in the fourth quarter of 1995 as software revenue and
equipment sales revenue, respectively.

At December 29, 1995 and December 30, 1994 receivables included
$35,795,000 and $21,097,000, respectively, from Fujitsu.

D. In January 1994 the Company entered into an agreement with
Fujitsu under which Fujitsu agreed to provide loans to the
Company in an aggregate amount not to exceed $100,000,000. Such
loans bear interest at a rate based upon the London Interbank
Offered Rate. Any outstanding loan balance is payable to Fujitsu
on January 28, 1997. As of December 29, 1995 and December 30,
1994, $80,000,000 in principal was outstanding under this
agreement (see Note 7). Interest expense associated with the loan
was $5,745,000 in 1995 and $4,238,000 in 1994 of which $958,000
and $987,000 was payable and was included in accrued liabilities
at December 29, 1995 and December 30, 1994, respectively.


NOTE 3

ACQUISITION OF DMR GROUP INC.

On November 15, 1995 the Company acquired all of the outstanding
shares of DMR Group Inc. (DMR), a multinational information
technology consulting company, for $140 million. The acquisition
was funded with existing cash. The results of DMR's operations
have been combined with those of the Company since the date of
acquisition.

The acquisition was accounted for using the purchase method of
accounting. Accordingly, a portion of the purchase price was
allocated to the net assets acquired based on their estimated
fair values. The fair value of tangible assets acquired and
liabilities assumed was $60 million and $55 million,
respectively. In addition, $27,296,000 of the purchase price was
allocated to in-process engineering and development projects that
had not reached technological feasibility and had no probable
alternative future uses, which the Company expensed at the date
of acquisition. The balance of the purchase price, $108 million,
was recorded as excess of cost over net assets acquired
(goodwill) and is being amortized over twenty-five years on a
straight-line basis.

The following table reflects unaudited pro forma combined results
of operations of the Company and DMR on the basis that the
acquisition had taken place and the related charge, noted above,
was recorded at the beginning of the fiscal year for each of the
periods presented:
<TABLE>
<CAPTION>
                                                   1995         1994
(Dollars in thousands, except per common share amounts)
<S>                                        <C>           <C>
Revenues                                     $1,693,912   $1,857,880
Net income                                       20,783       38,777
Net income per common share                        $.17       $  .33
Shares used in computation                  120,383,000  118,909,000
</TABLE>

In management's opinion, the unaudited pro forma combined results
of operations are not indicative of the actual results that would
have occured had the acquisition been consummated at the
beginning of 1994 or at the beginning of 1995 or of future
operations of the combined companies under the ownership and
management of the Company.


NOTE 4

EQUIPMENT LEASING AND THIRD PARTY TRANSACTIONS

The Company is the lessor of equipment under operating leases for
periods generally less than three years. Certain operating leases
contain provisions for early termination with a penalty or with
conversion to another system. The cost of leased systems is
depreciated to a zero value on a straight-line basis over two to
four years. Accumulated depreciation on leased systems was
$12,462,000 at December 29, 1995 and $14,119,000 at December 30,
1994. The Company also leases equipment to customers under
sales-type leases as defined in Statement of Financial Accounting
Standards No. 13, Accounting for Leases. The current portion of
the net investment in sales-type leases is included in
receivables and the long-term portion is included in long-term
receivables and other assets. The components of the net
investment in sales-type leases were as follows:
<TABLE>
<CAPTION>
                                                     1995        1994
(In thousands)
<S>                                                <C>        <C>
Minimum rentals receivable                         $8,020     $22,001
Estimated residual values 
  of leased equipment (unguaranteed)                2,500       4,607
Less unearned interest income                      (1,116)     (3,182)
                                                  -------     -------
Net investment in sales-type leases                $9,404     $23,426
                                                  =======     =======
</TABLE>
Minimum rentals receivable under existing leases as of December
29, 1995 were as follows:
<TABLE>
<CAPTION>
                                               SALES-TYPE   OPERATING
(In thousands)
<S>                                                <C>        <C>
1996                                               $4,786     $14,272
1997                                                2,818       9,597
1998                                                  402       3,062
1999                                                   14         106
2000                                                    -           -
Thereafter                                              -           -
                                                  -------    --------
                                                   $8,020     $27,037
                                                  =======    ========
</TABLE>
In addition, during the periods presented, the Company sold
certain equipment subject to operating leases and financed
certain sales-type equipment leases and installment contracts
with financing institutions (Third Parties). The Company
sometimes agrees to perform certain services and obligations with
respect to the equipment and related leases, such as general
lease administration, invoicing and collection of rentals,
payment of insurance and personal property taxes, maintenance
services and non-priority remarketing of equipment that comes off
lease. For these services and obligations, the Company generally
receives its normal maintenance charges and a remarketing and
administration fee. Many of the agreements with Third Parties
provide the Company with residual rights in revenues, if any,
derived from the equipment after the Third Parties have received
a designated return. Equipment sales revenues arising from these
transactions with Third Parties were approximately $48,000,000,
$71,000,000 and $91,000,000 in 1995, 1994 and 1993, respectively.


Note 5

FINANCIAL INSTRUMENTS

The Company invests in a variety of financial instruments but
does not hold or issue financial instruments for trading
purposes.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

The Company hedges certain portions of its exposure to foreign
currency fluctuations through a variety of strategies and
financial instruments, including the use of forward foreign
exchange contracts and currency swap agreements. These contracts
and swaps generally have maturities that do not exceed three
months and two years, respectively. At December 29, 1995 and
December 30, 1994 the Company had approximately $57,000,000 and
$94,000,000, respectively, in notional principal of forward
foreign exchange contracts outstanding. The Company had
$20,000,000 of currency swap agreements outstanding at December
29, 1995 and December 30, 1994. The gains and losses associated
with currency rate changes on forward foreign exchange contracts
and currency swap agreements are recorded currently in income as
they offset corresponding gains and losses on the foreign
currency-denominated assets and liabilities being hedged.
Therefore, the carrying value of forward foreign exchange
contracts and currency swap agreements approximates their fair
value, which was immaterial at December 29, 1995 and December 30,
1994.

The Company enters into foreign currency options to protect
against currency exchange risks associated with its probable
anticipated, but not firmly committed, non-U.S. intercompany
sales and with both inventory purchase commitments and probable
anticipated inventory purchases from Fujitsu. Realized and
unrealized gains and losses on such contracts and the associated
cash flows that qualify as hedges are reported as components of
the related transactions. These option contracts generally have
maturities that do not exceed one year. At December 29, 1995 and
December 30, 1994 the Company had approximately $80,000,000 and
$40,000,000 in notional principal of purchased option contracts
outstanding, respectively. The net income effect deferred on
foreign currency option contracts represents the amount by which
the carrying value of the option contracts exceeded their fair
value and was immaterial as of December 29, 1995 and December 30,
1994.

The Company enters into interest rate swap agreements to extend
the effective duration of a portion of the Company's investments
in available-for-sale debt securities and accrues the
differential to be paid or received under the agreements as
interest rates change over the life of the contracts. These
agreements generally have maturities that do not exceed three
years. Notional principal outstanding under these agreements at
December 29, 1995 and December 30, 1994 was approximately
$12,000,000 and $30,000,000, respectively. The fair value of
interest rate swaps is the estimated amount that the Company
would receive or pay to terminate the swap agreements at the
reporting date, taking into account current interest rates. The
fair value of interest rate swaps at December 29, 1995 and
December 30, 1994 was immaterial.

BALANCE SHEET FINANCIAL INSTRUMENTS

Substantially all cash equivalents consist of investments in
major bank time deposits, certificates of deposit and commercial
paper with initial maturities of three months or less.
Substantially all short-term investments consist of major bank
time deposits, certificates of deposit, commercial paper and U.S.
government securities which the Company intends to hold between
three and twelve months. 

In January 1994 the Company adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments
in Debt and Equity Securities (FAS 115). In compliance with the
standard, the Company's investments in debt or equity securities
which are available for sale are stated at fair value and
investments which are held to maturity are stated at amortized
cost. Adoption of FAS 115 did not have a material impact on the
Company's financial position or results of operations. 

In November 1995 the Financial Accounting Standards Board issued
a Special Report, A Guide to Implementation of Statement 115 on
Accounting for Certain Investments in Debt and Equity Securities
(Special Report). Concurrent with the issuance of the Special
Report the Company reassessed the appropriateness of the
classifications of its securities investments and reclassified
all of its held-to-maturity securities to the available-for-sale
category. Amortized cost of the securities transferred was
$161,033,000 and the related unrealized gain was $225,000.

At December 29, 1995 the Company's available-for-sale securities
had contractual maturities of overnight to fifteen years and the
average maturity was one year. The fair value of
available-for-sale securities was determined based on quoted
market prices at the reporting date for those instruments. At
December 29, 1995 and December 30, 1994 the amortized cost basis,
aggregate fair value and gross unrealized holding gains and
losses by major security type were as follows:
<PAGE>
<TABLE>
<CAPTION>
                                                            AMORTIZED      AGGREGATE    UNREALIZED
1995                                                             COST     FAIR VALUE         GAINS
(In thousands)
<S>                                                          <C>            <C>             <C>
AVAILABLE-FOR-SALE SECURITIES
Equity securities                                              $2,582         $2,894          $312
Debt securities issued by U.S. Treasury
  and other U.S. government agencies                          222,036        223,553         1,517
Debt securities issued by foreign governments                   1,821          2,020           199
Corporate debt securities                                     283,877        285,285         1,408
Mortgage-backed securities                                     17,096         17,325           229
                                                             --------       --------        ------
Total investments in debt and equity securities              $527,412       $531,077        $3,665
                                                             ========       ========        ======
</TABLE>
<TABLE>
<CAPTION>

                                                            AMORTIZED      AGGREGATE    UNREALIZED
1994                                                             COST     FAIR VALUE        LOSSES
(In thousands)
<S>                                                          <C>            <C>            <C>
AVAILABLE-FOR-SALE SECURITIES
Equity securities                                              $2,582         $2,345         $(237)
Debt securities issued by U.S. Treasury
  and other U.S. government agencies                           11,935         11,499          (436)
Debt securities issued by foreign governments                   1,821          1,809           (12)
Corporate debt securities                                       6,145          6,125           (20)
Mortgage-backed securities                                     10,024          9,967           (57)
                                                               ------         ------          -----
                                                               32,507         31,745          (762)
                                                               ------         ------          -----

HELD-TO-MATURITY SECURITIES
Debt securities issued by foreign governments                  19,721         19,705           (16)
Corporate debt securities                                     155,729        155,603          (126)
Bank debt securities                                          417,592        417,010          (582)
                                                              -------        -------          -----
                                                              593,042        592,318          (724)
                                                              -------        -------          -----
Total investments in debt and equity securities              $625,549      $ 624,063       $(1,486)
                                                              =======       ========      ========
</TABLE>
<PAGE>
In 1995 and 1994 proceeds from sales of available-for-sale
securities were $107,411,000 and $40,677,000, respectively. Gross
realized gains of $832,000 in 1995 and gross realized losses of
$2,171,000 in 1994 were recognized on those sales and were
included in marketing, general and administrative expenses. The
Company used specific identification as the cost basis in
computing realized gains and losses.

At December 29, 1995 and December 30, 1994 the carrying value of
notes payable, short-term debt and long-term debt approximated
fair value because of the variable interest rate nature of these
instruments.

CONCENTRATIONS OF CREDIT RISK 

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of temporary
cash investments and trade receivables. The Company has cash
investment policies that limit the amount of credit exposure to
any one financial institution and restrict placement of these
investments to financial institutions evaluated as highly
creditworthy. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers
comprising the Company's customer base and their dispersion
across many different industries and geographies.


NOTE 6

ACCRUED LIABILITIES

<TABLE>
<CAPTION>
Accrued liabilities consisted of the following:

                                                  1995           1994
(In thousands)
<S>                                           <C>            <C>
Payroll and vacation                          $125,482       $110,958
Restructuring costs (Note 8)                    55,110         88,228
Income taxes                                    38,085         38,588
Deferred income                                 95,968        120,857
Future engineering changes                       3,301         38,643
Other                                          113,654        114,432
                                               -------        -------
                                              $431,600       $511,706
                                              ========       ========


NOTE 7

LONG-TERM DEBT AND LIABILITIES AND BANK CREDIT AGREEMENTS 

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
Long-term debt and liabilities consisted of the following:

                                                  1995           1994
(In thousands)
<S>                                          <C>            <C>
Long-term debt - stockholder 
  (Fujitsu) (Note 2)                           $80,000        $80,000
Bank loans at DMR                                7,444              -
Capitalized lease obligations (Note 13)         19,856         20,414
Long-term liabilities                           26,970         30,271
                                               -------        -------
                                               134,270        130,685
Less current maturities                          3,118          1,011
                                              --------       --------
Long-term debt and liabilities                $131,152       $129,674
                                              ========       ========
</TABLE>
Bank loans at DMR primarily consist of the outstanding balance on
a $14,700,000 revolving term line of credit having an original
maturity of five years and bearing interest at a rate based upon
the Canadian Bankers' Acceptance Rate. The amount outstanding at
December 29, 1995 matures in 1997 but may be extended under a
two-year revolving period with the lender's authorization; at the
end of the revolving period the amount outstanding may be paid
over three years at the Company's election.

The Company has credit agreements with a number of banks
providing for short-term borrowings in U.S. dollars and various
foreign currencies at varying interest rates. At December 29,
1995 and December 30, 1994, $18,908,000 and $7,805,000,
respectively, was outstanding under these agreements. 

Interest paid on all borrowings was $10,460,000, $9,098,000 and
$19,821,000 in 1995, 1994 and 1993, respectively.

Long-term liabilities included deferred equipment maintenance
revenues and long-term amounts accrued under the Executive
Incentive Performance Plan.


NOTE 8

RESTRUCTURING OF OPERATIONS

In 1993 the Company began to restructure its worldwide operations
in order to address the competitive conditions in the markets for
large-scale computing systems, including pricing which declined
at much greater than historical rates and reduced levels of
demand. The restructuring consisted of a series of planned
actions, including a reduction in the number of employees by
approximately one-third, consolidation of offices and facilities
and disposition of assets that were no longer required due to
changes in product plans, reduction in manufacturing capacity by
approximately 50%, and elimination of selected product
development programs, as well as other expense reductions. In
connection with these actions the Company recorded restructuring
charges totaling $478,000,000 to operating expenses, $243,000,000
of which was recorded in the first quarter of 1993 and
$235,000,000 of which was recorded in the third quarter of 1993.
The majority of these actions were initiated by the end of 1994
and are expected to be completed in 1996.

The 1993 restructuring charges reflected $298 million of noncash
write-downs of recorded assets and $180 million of projected cash
outflows and were comprised of several major components related
to the planned actions. The provision for reduction of the
workforce of approximately $120 million included severance and
medical and other termination benefits for approximately 2,400
employees in manufacturing, development, service, sales,
marketing and administrative functions. In 1995 the estimated
reduction in the workforce increased to approximately 3,600
employees, approximately 80% of which had taken place at December
29, 1995. Approximately $200 million was provided for lease
payments on idle facilities, write-downs of leasehold
improvements, production, data processing and other equipment,
and other expenses associated with the consolidation of offices
and facilities throughout all principal geographic areas.
Approximately $60 million was provided for write-downs of excess
inventory resulting from reduced manufacturing capacity and
changes in product plans, and $10 million was provided for vendor
charges due to the cancellation of development programs. The
provision for various other charges totaled $88 million and
consisted of write-downs of leased systems and system spares as a
result of changes in product plans and other costs associated
with the restructuring actions.

In the fourth quarter of 1995, the Company included a
restructuring reserve totalling $2,272,000 in the allocation of
the purchase price of DMR (see Note 3). 

Of the restructuring charges, at December 29, 1995 $55,110,000
remained in accrued liabilities and $24,158,000 remained as a
reduction of inventories. The $55 million balance in accrued
restructuring costs was comprised of approximately $42 million
for the remaining reduction of the workforce and $13 million for
closing excess facilities, all of which represents estimated
future cash outflows. At December 30, 1994 $88,228,000 remained
in accrued liabilities and $27,942,000 remained as a reduction of
inventories. A summary of the restructuring activity is presented
below:
<PAGE>
<TABLE>
<CAPTION>
(In thousands)
<S>                                                  <C>
1993 provision                                       $        478,000
1993 activity:
  Non-cash write-downs of property, 
    equipment and inventories                                (224,936)
  Reduction in workforce and 
    other cash outflows                                       (72,321)
                                                            ---------
Balance at December 31, 1993                                  180,743
1994 activity:
  Non-cash write-downs of property, 
    equipment and inventories                                 (11,113)
  Reduction in workforce and 
    other cash outflows                                       (53,460)
                                                             --------
Balance at December 30, 1994                                  116,170
1995  activity:
  Restructuring reserve associated 
    with the acquisition of DMR                                 2,272
  Non-cash write-downs of property, 
    equipment and inventories                                 (17,004)
  Reduction in workforce and 
    other cash outflows                                       (22,170)
                                                             --------
Balance at December 29, 1995                         $         79,268
                                                             ========
</TABLE>

NOTE 9

MAJOR CUSTOMER, GEOGRAPHIC AREA, AND PRODUCT LINE DATA

No single customer accounted for 10% or more of total revenues in
1995, 1994 or 1993. The Company's operations by geographical area
for the three years ended December 29, 1995 were as follows:
<PAGE>
<TABLE>
<CAPTION>
                                    UNITED                          ASIA PACIFIC    ADJUSTMENTS
1995                                STATES      CANADA       EUROPE      & OTHER  & ELIMINATIONS CONSOLIDATED
(In thousands)
<S>                             <C>            <C>        <C>         <C>            <C>           <C>
Revenues:
  Customers                       $872,153      $52,731    $455,216    $ 136,288             $-    $1,516,388
  Intercompany                     236,477        1,016      10,998            -       (248,491)           -
                                ----------     --------    --------   ----------      ---------    ----------
Total revenues                  $1,108,630      $53,747    $466,214     $136,288      $(248,491)   $1,516,388
                                ==========     ========    ========    =========     ==========    ==========
Income (loss) from 
  operations                      $(24,390)    $(23,563)    $40,309       $1,641        $15,127        $9,124
Interest income, net                                                                                   40,853
                                                                                                      -------
Income before income taxes                                                                            $49,977
                                                                                                      =======
Identifiable assets               $666,019    $202,484     $945,553      $56,118      $(738,903)   $1,131,271
Corporate assets                                                                                      576,927
                                                                                                   ----------
Total assets                                                                                       $1,708,198
                                                                                                   ==========
</TABLE>
<TABLE>
<CAPTION>
                                    UNITED                          ASIA PACIFIC    ADJUSTMENTS
1994                                STATES       CANADA       EUROPE     & OTHER & ELIMINATIONS  CONSOLIDATED
(In thousands)
<S>                            <C>             <C>         <C>         <C>            <C>
Revenues:
  Customers                       $955,090     $62,433     $506,526     $114,564             $-    $1,638,613
  Intercompany                     241,468         (88)       7,428            -       (248,808)            -
                                  --------     -------     --------    ---------      ---------    ----------
Total revenues                  $1,196,558     $62,345     $513,954     $114,564      $(248,808)   $1,638,613
                                ==========     =======     ========     ========     ==========    ==========
Income from operations             $49,908      $4,444       $3,256       $3,672         $2,611       $63,891
Interest income, net                                                                                   16,363
                                                                                                      -------
Income before income taxes                                                                            $80,254
                                                                                                      =======
Identifiable assets               $663,205     $23,051     $681,193      $32,128      $(354,320)   $1,045,257
Corporate assets                                                                                      673,778
                                                                                                   ----------
Total assets                                                                                       $1,719,035
                                                                                                   ==========
</TABLE>
<TABLE>
<CAPTION>
                                    UNITED                          ASIA PACIFIC    ADJUSTMENTS
1993                                STATES       CANADA       EUROPE     & OTHER & ELIMINATIONS  CONSOLIDATED
(In thousands)
<S>                             <C>            <C>         <C>           <C>          <C>          <C>
Revenues:
  Customers                     $1,042,490     $50,540     $488,259      $99,243             $-    $1,680,532
  Intercompany                     186,400       4,412       27,774            -       (218,586)            -
                                ----------     -------     --------      -------      ---------    ----------
Total revenues                  $1,228,890     $54,952     $516,033      $99,243      $(218,586)   $1,680,532
                                ==========     =======     ========      =======     ==========    ==========
Income (loss) from
   operations                    $(502,594)    $(5,949)   $(190,410)      $3,275       $(23,753)    $(719,431)
Interest income, net                                                                                    5,689
                                                                                                   ----------
Loss before income taxes                                                                            $(713,742)
                                                                                                   ==========
Identifiable assets               $983,405     $33,259     $763,273      $59,057      $(393,128)   $1,445,866
Corporate assets                                                                                      226,321
                                                                                                   ----------
Total assets                                                                                       $1,672,187
                                                                                                   ==========
</TABLE>
<PAGE>
The Company's operations are structured to achieve consolidated
objectives. As a result, significant interdependencies and
overlaps exist among the Company's operating units. Accordingly,
the revenue, operating income (loss) and identifiable assets
shown for each geographic area may not be indicative of the
amounts that would have been reported if the operating units were
independent of one another.

Intercompany sales and transfers of manufacturing materials and
finished systems between areas are accounted for based on
established intercompany sales prices. 

Operating income (loss) is revenue less related costs and direct
and allocated operating expenses, excluding interest and, for all
areas except the United States, the unallocated portion of
corporate expenses. United States operating income (loss) is net
of corporate engineering and development and administrative
expenses. Canada's 1995 operating loss includes the write-off of
purchased in-process engineering and development and Canada's
1995 identifiable assets include the excess of cost over net
assets acquired related to the acquisition of DMR (see Note 3).

Corporate assets include assets maintained for general purposes,
principally cash equivalents and short-term investments.

The Company operates in the large-scale computer system and
related storage and communications products segment of the data
processing industry. Revenues for similar classes of products or
services within this one business segment for the most recent
three years are presented below:
<PAGE>
<TABLE>
<CAPTION>
                                                               1995         1994           1993
(In millions)
<S>                                                            <C>          <C>            <C>
Processor equipment sales                                      $622         $802           $837
Storage product equipment sales                                  83          203            268
Server equipment sales                                           77           27              -
Communications and other product equipment sales                 21           18             28
                                                              -----        -----          -----
    Total equipment sales                                       803        1,050          1,133
                                                              -----        -----          -----
Maintenance revenues                                            475          449            423
Consulting and professional services revenues                   148           68             65
Lease revenues                                                   18           30             28
Software revenues                                                72           42             32
                                                               ----        -----          -----
    Total service, software and other revenues                  713          589            548
                                                               ----        -----          -----
                                                             $1,516       $1,639         $1,681
                                                             ======       ======         ======
</TABLE>
<PAGE>

Note 10

CAPITAL STOCK

There are 200,000,000 authorized shares of common stock, par
value of $.05 per share, of which 119,259,000 shares were issued
and outstanding as of December 29, 1995.
<TABLE>
<CAPTION>
As of December 29, 1995 the Company had reserved shares of its
common stock for the following purposes:

DESCRIPTION                                         SHARES RESERVED
<S>                                                     <C>
1994 Stock Incentive Plan-
  Stock options outstanding                               6,875,167
  Stock options and 
    restricted stock available for grant                  5,061,549
Employee Stock Purchase Plan                              1,825,216
                                                         ----------
                                                         13,761,932
                                                         ==========
</TABLE>
Subsequent to December 29, 1995 the Board of Directors
authorized, subject to stockholder approval, an increase of
5,000,000 shares in the number of shares issuable under the
Employee Stock Purchase Plan. 

There are 5,000,000 authorized shares of Preferred Stock, par
value of $1 per share. This stock, if issued, will carry
liquidation preferences and other rights, as determined by the
Board of Directors. As of December 29, 1995 no Preferred Stock
had been issued.

Subsequent to December 29, 1995 the Board of Directors authorized
the Company to buy back up to $100,000,000 of the Company's
common stock.


Note 11

EMPLOYEE STOCK OPTION AND BENEFIT PLANS 

Under the Company's stock option plans, options generally become
exercisable in cumulative annual installments beginning one year
after the date of grant, are fully exercisable after four or five
years and expire after ten or fifteen years. Options are granted
to non-employee directors under the Automatic Option Grant
Program. On December 29, 1995 options for 3,113,761 shares were
exercisable at prices ranging from $4.72 to $18.88 per share.

Activity in the Company's option plans excluding restricted stock
is summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
                                                             SHARES         OPTION PRICES
<S>                                                       <C>            <C>
Options outstanding at December 25, 1992                  6,574,270       $.38- $20.75
  Granted                                                 9,681,672       4.72-   8.19
  Exercised                                                 (39,231)       .38-   7.03
  Expired or canceled                                    (5,480,498)       .38-  20.75
                                                         ----------       ------------
Options outstanding at December 31, 1993                 10,736,213       4.72-  18.88
  Granted                                                   391,477       5.50-  10.06
  Exercised                                                (935,302)      4.72-   8.19
  Expired or canceled                                    (1,196,626)      4.72-  16.56
                                                        -----------       -------------
Options outstanding at December 30, 1994                  8,995,762       4.72-  18.88
  Granted                                                   377,359       9.13-  12.88
  Exercised                                              (2,032,203)      4.72-   8.69
  Expired or canceled                                      (465,751)      4.72-  18.88
                                                        -----------       ------------
Options outstanding at December 29, 1995                  6,875,167      $4.72- $18.88
                                                        ===========       ============
</TABLE>
<PAGE>
As of December 29, 1995, the Company had 198,579 shares of
restricted common stock outstanding with certain officers and key
employees under the 1994 Stock Incentive Plan. These shares carry
certain restrictions on transferability, which will lapse over
periods as determined by the Board of Directors at the time of
award. The difference between the fair market value at the date
of grant and the purchase price of the shares (generally, $.05
per share) is recorded as compensation expense ratably over the
period from the date of grant to the date the restrictions lapse.

Under the Employee Stock Purchase Plan, the Company's employees,
subject to certain restrictions, may purchase shares of common
stock at a price per share that is the lesser of 85% of the fair
market value as of the first day or the last day of each three
month purchase period.

The Company has a capital accumulation plan available to all its
North American employees to which it contributes based on its
profits. The Company also has a savings plan for domestic
employees whereby it matches 25% of employee contributions up to
specified limits. In addition, under the Executive Incentive
Performance Plan, amounts up to 2% of income before taxes are
accrued for selected key employees instead of their participation
in the capital accumulation plan. Approximately half of the award
vests over the following four years and the remainder vests over
a service period of up to twenty years. The total cost of these
plans charged to operations was $10,303,000 in 1995, $9,025,000
in 1994 and $3,705,000 in 1993.


NOTE 12

INCOME TAXES

Income (loss) before taxes and the provision for (benefit from)
income taxes were comprised of the following:
<PAGE>
<TABLE>
<CAPTION>
                                           1995                  1994           1993
(In thousands)
<S>                                     <C>                  <C>          <C>
Income (loss) before taxes:
  Domestic                              $18,104                $65,941    $(488,628)
  Foreign                                31,873                 14,313     (225,114)
                                        -------                -------    ----------
                                        $49,977                $80,254    $(713,742)
                                        =======                =======    ==========

Provision for (benefit from) income taxes:
  Federal-
    Current                             $25,804                $20,531     $(47,378)
    Deferred, net                       (12,918)                (4,895)       6,578
                                       --------                -------    ---------
                                         12,886                 15,636      (40,800)
                                       --------                -------     ---------
  State-
    Current                               4,328                (7,284)       (4,253)
    Deferred, net                        (2,328)                8,484         5,466
                                       --------               -------     ---------
                                          2,000                 1,200         1,213
                                       --------               -------     ---------
  Foreign-
    Current                               6,291                  (744)       (5,090)
    Deferred, net                           273               (10,642)      (80,323)
                                       --------               -------      --------
                                          6,564               (11,386)      (85,413)
                                       --------               -------      --------
    Net tax provision 
       (benefit)                        $21,450                $5,450     $(125,000)
                                       ========               =======      =========
</TABLE>
The effective income tax provision (benefit) differed from the
statutory federal provision due to the following (prior year
amounts have been reclassified to conform to current year
presentation):
<PAGE>
<TABLE>
<CAPTION>
                                                               1995           1994        1993
(In thousands)
<S>                                                         <C>            <C>       <C>
Statutory federal tax provision (benefit)                   $17,492        $28,089   $(249,810)
State tax provisions, net of federal tax benefit              1,300            780         780
Foreign losses in excess of available benefits               15,563          4,199      15,483
Unutilized deductible temporary differences                       -              -     105,075
Change in valuation allowance                               (22,486)       (40,484)          -
Foreign subsidiaries' earnings taxed at rates in 
  excess of the statutory federal rate                          235          8,750          94
Write off of purchased in-process 
  engineering and development                                 9,554              -           -
Other                                                          (208)         4,116       3,378
                                                            -------         ------   ---------
Net tax provision (benefit)                                 $21,450         $5,450   $(125,000)
                                                            =======         ======  ==========
Net effective tax rate                                          43%             7%         18%
                                                              -----            ---        ----
</TABLE>
<PAGE>
Net income taxes of $26,050,000 were paid by the Company in 1995,
and net income tax refunds of $12,340,000 and $16,000,000 were
received by the Company in 1994 and 1993, respectively.

The components of the net deferred tax liability at December 29,
1995 and December 30, 1994 were as follows:
<TABLE>
<CAPTION>
                                                     1995        1994
(In thousands)
<S>                                              <C>         <C>
Deferred tax liabilities:
  Taxes on foreign income                        $(18,520)   $(39,926)
  Depreciation                                    (26,173)    (31,059)
  Other                                           (12,450)     (9,524)
                                                ---------   ---------
  Total deferred tax liabilities                  (57,143)    (80,509)
                                                ---------   ---------
Deferred tax assets:
  Reserves                                         84,594     126,682
  Revenue timing                                   20,860           -
  Net operating loss and 
    credit carryforwards                           40,423      50,074
                                                 --------     -------
                                                  145,877     176,756
  Valuation allowance                             (89,367)   (111,853)
                                                 --------   ---------
  Total deferred tax assets                        56,510      64,903
                                                  -------   ---------
Net deferred tax liability                          $(633)   $(15,606)
                                                  =======   =========
</TABLE>
No tax benefit was recorded for losses other than recoverable
taxes or future taxable income from the reversal of deferred
items. 

The valuation allowance at December 29, 1995 and December 30,
1994 provided reserves against worldwide operating losses,
deferred tax assets, and tax credit carryforwards which may
expire before the Company can utilize them. The Company believes
sufficient uncertainty exists regarding the realizability of
these items and accordingly has continued to provide a valuation
allowance for them.

In the first quarter of 1993 the Company adopted Statement of
Financial Accounting Standards No. 109, Accounting for Income
Taxes. The adoption of this standard changed the Company's method
of accounting for income taxes from the deferred method to an
asset and liability method. The cumulative effect of this change
in accounting reduced the net loss in 1993 by $8,746,000 or $.08
per share. 

Cumulative undistributed earnings of foreign subsidiaries for
which no United States income or foreign withholding taxes have
been recorded, because such earnings are expected to be
reinvested indefinitely, amounted to $105,200,000 at December 29,
1995. The Company provides in full for United States income taxes
on the earnings of foreign subsidiaries not considered
indefinitely invested outside the United States.

At December 29, 1995 the Company had foreign net operating loss
carryforwards of $25,600,000 which will expire at various dates
from 1999 through 2003 and $39,400,000 which can be carried
forward indefinitely.

In 1994 the Company agreed to certain adjustments proposed by the
Internal Revenue Service (IRS) related to the Company's 1983
through 1986 tax years, which resulted in net operating loss and
credit carryforwards, previously utilized in 1987,  being
reordered to the 1983 through 1986 tax years. In the third
quarter of 1994 the Company paid $32,000,000, including interest,
to cover the deficiency created by the audit adjustments. 

In the fourth quarter of 1994 the IRS issued a notice of
deficiency to the Company for disputed items related to the 1983
through 1986 tax years, the most significant of which related to
the treatment of system spares. The proposed tax deficiency
totals approximately $40,200,000 and would carry interest through
December 29, 1995 of approximately $78,000,000. If paid, the tax
and interest would give rise to a deferred tax asset of
approximately $51,000,000, subject to the recognition criteria of
FAS 109. State income taxes payable as a result of the proposed
tax deficiency would be approximately $15,700,000, net of federal
income tax benefit.

In the first quarter of 1995 the Company filed a petition in the
United States Tax Court contesting the proposed deficiency.
Management believes the Company possesses strong factual support
for its treatment of system spares and will vigorously defend its
position. In the opinion of management, the final resolution of
the proposed deficiency will not have a material adverse impact
on the Company's financial position or results of operations. The
IRS field audit of the Company's 1987 through 1990 tax years is
in progress.


NOTE 13

LEASE COMMITMENTS

The Company leases a substantial portion of its principal
facilities under capital lease agreements extending through the
year 2008. Capitalized facilities leases totaling $32,995,000 and
$31,347,000 with accumulated amortization of $24,176,000 and
$22,098,000 were included in the land and buildings
classification on the balance sheets at December 29, 1995 and
December 30, 1994, respectively. The lease agreements provide for
renewal options extending the lease terms beyond the initial
terms in five-year increments. The Company also leases certain
equipment and sales and service facilities under operating
leases. The minimum lease commitments as of December 29, 1995
were as follows:
<TABLE>
<CAPTION>
                                                  CAPITAL   OPERATING
                                                   LEASES      LEASES
(In thousands)
<S>                                              <C>         <C>
1996                                               $4,095     $37,066
1997                                                3,694      29,284
1998                                                3,368      23,195
1999                                                2,600      17,048
2000                                                2,602      14,107
After 2000                                         18,344      29,296
                                                   ------     -------
Total minimum lease commitments                    34,703    $149,996
                                                             ========

Less imputed interest (9.25% to 13.74%)           (14,847)
                                                 --------
Present value of minimum 
  lease commitments (Note 7)                      $19,856
                                                 ========
</TABLE>
Minimum obligations have not been reduced by minimum rentals of
$1,549,000 and $15,840,000 receivable in the future under
noncancelable subleases of capital leases and operating leases,
respectively, as of December 29, 1995. 
<TABLE>
<CAPTION>
Rental expense charged to income was as follows:

                                             1995                1994        1993
(In thousands)
<S>                                       <C>                 <C>         <C>
Minimum rent                              $37,701             $38,768     $47,376
Less sublease rent                         (6,276)             (4,073)     (2,423)
                                          -------             -------     -------
                                          $31,425             $34,695     $44,953
                                          =======             =======     =======
</TABLE>
<PAGE>
NOTE 14
<TABLE>
<CAPTION>
SUMMARIZED QUARTERLY FINANCIAL DATA (UNAUDITED)
                                          First      Second        Third      Fourth         Year
(In thousands, except per commonshare amounts and amounts in note below)
<S>                                    <C>         <C>          <C>         <C>        <C>
FISCAL QUARTER AND YEAR 1995
Revenues                               $371,526    $378,666     $350,016    $416,180   $1,516,388
Gross margin                           $145,315    $148,271     $142,469    $120,746     $556,801
Income (loss) before taxes              $26,394     $33,642      $25,707    $(35,766)     $49,977
Net income (loss)                       $20,594     $26,242      $20,057    $(38,366)     $28,527
Net income (loss)per common share          $.17        $.22        $ .17       $(.32)        $.24

FISCAL QUARTER AND YEAR 1994
Revenues                               $378,791    $396,909     $364,210    $498,703   $1,638,613
Gross margin                           $129,069    $140,514     $138,145    $187,321     $595,049
Income before taxes                      $7,110     $13,166      $15,493     $44,485      $80,254
Net income                               $7,110     $12,516      $14,293     $40,885      $74,804
Net income per common share                $.06        $.11        $ .12        $.34         $.63

Note: Fourth quarter 1995 results of operations included charges of $27,296,000 or $.23
per share to write off in-process engineering and development at DMR Group Inc. and
$26,000,000 or $.22 per share to reduce inventories to market value.
</TABLE>
<PAGE>

NOTE 15

COMMON STOCK DIVIDENDS AND PRICE RANGE (UNAUDITED)

DIVIDENDS

Dividends declared per share for the most recent five years were
$.05 in 1993 and $.10 in 1991 and 1992. No dividends were
declared or paid in 1995 or 1994. Payment of future dividends
will be dependent upon the Company's earnings, capital
requirements, financial condition and other factors. 

MARKET PRICE

The common stock is listed on both the American and London Stock
Exchanges. The following table sets forth, for the periods
indicated, the range of high and low sale prices on the American
Stock ExchangeComposite Transactions, as reported by The Wall
Street Journal.
<TABLE>
<CAPTION>
1995                                                   HIGH          LOW
<S>                                                 <C>          <C>
First Quarter                                       $12 1/4       $9 7/8
Second Quarter                                      $13 5/8      $10 1/2
Third Quarter                                       $11 3/4       $8 5/8
Fourth Quarter                                      $10 3/4       $8 1/8

1994                                                   HIGH          LOW
First Quarter                                        $7 3/8       $5 1/2
Second Quarter                                       $7 7/8       $5 3/8
Third Quarter                                       $10 1/4       $5 1/4
Fourth Quarter                                      $11 1/8           $8
</TABLE>
At December 29, 1995 there were approximately 20,000 holders of
record of Amdahl common stock.