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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                               FORM 10-Q/A-2
                                AMENDMENT 2

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

               For the quarterly period ended June 28, 1996

                                   OR

      [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
   
                       Commission file number 1-8139


                            MITEL CORPORATION
           (Exact name of registrant as specified in its charter)
 
         CANADA                                   NONE
         (State or other jurisdiction of      (I.R.S. Employer
         incorporation or organization)      Identification No.)

         350 Legget Drive
         P.O. Box 13089
         Kanata, Ontario, Canada                K2K 1X3 
         (Address of principal                (Postal Code)
         executive offices)
       
Registrant's telephone number, including area code:  (613) 592-2122

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

Yes  (X)     No  ( )

The number of common shares outstanding as at June 28, 1996 was 107,194,644.

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PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K


a)     Exhibits

     * Exhibit 11(a)      Computation of earnings per share under Canadian   
                                        accounting principles.

     * Exhibit 11(b)      Computation of earnings per share under United     
                                        States accounting principles.

       Exhibit 27         Financial Data Schedule **

*  Previously filed with the Form 10-Q.
** Replaces Exhibit 27 previously filed with the Form 10-Q/A (Amendment 1).

b)     Reports on Form 8-K

During the quarter ended June 28, 1996,  the company filed Forms 8-K and 
8-K/A reporting the acquisition on March 29, 1996 of 100 percent of the 
voting shares of ABB Hafo AB, of Jarfalla, Sweden from Asea Brown Boveri AB. 
The Form 8-K/A included the audited financial statements of the business 
acquired for the year ended December 31, 1995, and unaudited pro forma 
condensed consolidated financial statements as at March 29, 1996.


                               SIGNATURE

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


                      MITEL CORPORATION (Registrant)

<TABLE>
<S>                                   <C>
October 28, 1996                      JEAN-JACQUES CARRIER
    Date                              Jean-Jacques Carrier
                                      Vice President of Finance
                                       and Chief Financial Officer
</TABLE> 						
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                              EXHIBIT INDEX


 
     Exhibit Number                          Description                  
   

       * 11(a)             Computation of earnings per share under
                                Canadian accounting principles.


       * 11(b)             Computation of earnings per share under 
                                United States accounting principles.

         27                Financial Data Schedule **

*  Previously filed with the Form 10-Q.
** Replaces Exhibit 27 previously filed with the Form 10-Q/A (Amendment 1).
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