<PAGE> 1
                                                        http://www.mitel.com

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


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

               For the quarterly period ended September 27, 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 November 1, 1996 was 
107,299,381.

                                 Page 1 of 24

<PAGE> 2
                               MITEL CORPORATION

                                    INDEX






PART I.  FINANCIAL INFORMATION (Unaudited)


ITEM 1.  FINANCIAL STATEMENTS

         Consolidated Balance Sheets -
         September 27, 1996 and March 29, 1996 . . . . . . . . . . . .  3


         Consolidated Statements of Retained Earnings -
         Three months and six months ended
         September 27, 1996 and September 29, 1995 . . . . . . . . . .  4	


         Consolidated Statements of Income -
         Three months and six months ended
         September 27, 1996 and September 29, 1995 . . . . . . . . . .  5	


         Consolidated Statements of Cash Flows - 
         Six months ended September 27, 1996 and September 29, 1995  .  6


         Notes to the Consolidated Financial Statements  . . . . . . .  7



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . 12




PART II. OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . 20


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K  . . . . . . . . . . . . . . 21

                                       2

<PAGE> 3
                                   Mitel Corporation
                        (incorporated under the laws of Canada)
                             CONSOLIDATED BALANCE SHEETS
                          (in millions of Canadian dollars)
                                    (Unaudited)
<TABLE>
<CAPTION>
                                                         Sept. 27,    March 29,
                                                          1996         1996
                                                         -------      -------
<S>                                                      <C>          <C>
ASSETS
Current assets:
   Cash and short-term investments at cost, 
     which approximates market                           $ 135.4      $ 137.3
   Accounts receivable                                     136.3        145.7
   Inventories (Note 3)                                     84.0         72.5
   Prepaid expenses                                         10.7          6.7
                                                         -------      -------
                                                           366.4        362.2
Capital assets: 
   Fixed assets (Note 4)                                   163.9        143.7
   Other assets                                             10.8         11.2
                                                         -------      -------
                                                         $ 541.1      $ 517.1
                                                         =======      =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued liabilities              $  95.0      $ 103.6
   Income and other taxes payable                           16.0         14.9
   Deferred revenue                                         18.1         22.2
   Current portion of long-term debt                        11.4         11.2
                                                         -------      -------
                                                           140.5        151.9
Long-term debt                                              44.5         39.6
Pension liability                                           12.8         12.1
Deferred income taxes                                       11.1         10.7
                                                         -------      -------
                                                           208.9        214.3
                                                         -------      -------
Shareholders' equity:
   Capital stock (Note 5)
     Preferred shares                                       37.2         37.2  
     Common shares                                         152.8        150.6
   Contributed surplus                                      32.3         32.3
   Retained earnings                                       105.0         79.4 
   Translation account (Note 6)                              4.9          3.3 
                                                         -------      -------
                                                           332.2        302.8
                                                         -------      -------
                                                         $ 541.1      $ 517.1
                                                         =======      =======
</TABLE>
                                       3

<PAGE> 4
                                  Mitel Corporation
                    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                         (in millions of Canadian dollars)
                                    (Unaudited)



<TABLE>
<CAPTION>
                                  Three Months Ended        Six Months Ended 
                                Sept. 27,   Sept. 29,    Sept. 27,    Sept. 29,
                                  1996        1995         1996         1995	
                                -------     -------      -------      -------
<S>                             <C>         <C>          <C>          <C>

Retained earnings, 
 beginning of period            $  89.3     $  40.4      $  79.4      $  31.7

Net income for the period          16.5        15.0         27.2         24.6
                                -------     -------      -------      -------

                                  105.8        55.4        106.6         56.3 

Dividends on 
 preferred shares (Note 7)         (0.8)       (0.8)        (1.6)        (1.7)
                                -------     -------      -------      -------

Retained earnings, 
 end of period                  $ 105.0     $  54.6      $ 105.0      $  54.6
                                =======     =======      =======      =======
</TABLE>
                                        4
                      
<PAGE> 5
                                  Mitel Corporation
                          CONSOLIDATED STATEMENTS OF INCOME
             (in millions of Canadian dollars, except per share amounts)
                                    (Unaudited)
<TABLE>
<CAPTION>
                                  Three Months Ended        Six Months Ended 
                                Sept. 27,   Sept. 29,    Sept. 27,    Sept. 29,
                                  1996        1995         1996         1995	
                                -------     -------      -------      -------
<S>                             <C>         <C>          <C>          <C>
Revenue:                                               
   Products                     $ 152.2     $ 129.2      $ 293.4      $ 246.5
   Service                         17.1        20.3         34.0         39.2
                                -------     -------      -------      -------
                                  169.3       149.5        327.4        285.7 
                                -------     -------      -------      -------
Cost of sales (excluding amortization):               
   Products                        71.4        65.4        138.1        125.1
   Service                         11.1        10.7         21.5         23.4
                                -------     -------      -------      -------
                                   82.5        76.1        159.6        148.5
                                -------     -------      -------      -------
Gross margin                       86.8        73.4        167.8        137.2
                                -------     -------      -------      -------
Expenses:	
   Selling and administrative      49.5        43.8         97.2         84.1
   Research and development 
    (net)(Note 11)                 14.4        10.2         30.2         20.6
   Investment tax credits related to prior years'
     research and development      (2.5)         -          (4.8)          -
   Amortization                     8.3         4.7         15.7          9.2
                                -------     -------      -------      -------
                                   69.7        58.7        138.3        113.9 
                                -------     -------      -------      ------- 
Operating income                   17.1        14.7         29.5         23.3

Gain on sale of
 investment (Note 8)                3.6           -          3.6            -

Interest:
   Income                           1.6         2.4          3.4          5.1 
   Expense                         (0.5)       (0.4)        (1.1)        (0.8)
                                -------     -------      -------      -------
Income before income taxes         21.8        16.7         35.4         27.6
Income tax expense                  5.3         1.7          8.2          3.0
                                -------     -------      -------      -------
Net income for the period       $  16.5     $  15.0      $  27.2      $  24.6 
                                =======     =======      =======      =======
Net income for the period attributable to common shareholders after
 preferred share dividends      $  15.7     $  14.2      $  25.6      $  22.9
                                -------     -------      -------      -------
Net income per common share:
 Basic (Note 5)                 $  0.15     $  0.13      $  0.24      $  0.22  
                                =======     =======      =======      =======
 Fully diluted (Note 5)         $  0.14     $  0.13      $  0.23      $  0.21 
                                =======     =======      =======      =======
</TABLE>                               
                                       5

<PAGE> 6
                                  Mitel Corporation
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in millions of Canadian dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                         Sept. 27,    Sept. 29,
                                                           1996         1995
                                                         -------      -------
<S>                                                      <C>          <C>
CASH PROVIDED BY (USED IN)
Operating activities:
   Net income for the period                             $  27.2      $  24.6 
   Amortization                                             15.7          9.2
   Gain on sale of capital assets and investment            (3.6)           -
   Increase in pension liability                             0.6            - 
   Deferred income taxes                                     0.3          0.1 
   Increase in working capital (Note 10)                   (20.0)       (12.5)
                                                         -------      -------
Total                                                       20.2         21.4
                                                         -------      -------
Investing activities:
   Additions to capital assets                             (34.7)       (14.7)
   Proceeds from disposal of capital assets and investment   3.8            - 
   Net change in non-cash balances related 
    to investing activities                                  1.6          1.1
                                                         -------      -------
Total                                                      (29.3)       (13.6)
                                                         -------      -------
Financing activities:
   Increase in long-term debt                               11.6          8.6
   Repayment of long-term debt                              (6.6)        (4.7)
   Repurchase and redemption of preferred shares (Note 5)      -         (1.0)
   Dividends on preferred shares                            (1.6)        (1.7)
   Issue of common shares (Note 5)                           2.2          0.2
   Net change in non-cash balances related 
    to financing activities                                  0.8            -
                                                         -------      -------
Total                                                        6.4          1.4
                                                         -------      -------
Effect of currency translation on cash                       0.8         (1.2) 
                                                         -------      -------
Increase (decrease) in cash and short-term 
 investments                                                (1.9)         8.0

Cash and short-term investments, 
 beginning of period                                       137.3        141.6
                                                         -------      -------
Cash and short-term investments, 
 end of period                                           $ 135.4      $ 149.6
                                                         =======      =======
</TABLE>
                                       6

<PAGE> 7
                                 Mitel Corporation
                    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
       (in millions of Canadian dollars, except share and per share amounts)
                                   (Unaudited)

1.   In the opinion of  Management,  the unaudited consolidated financial 
statements reflect all adjustments, which consist only of normal and 
recurring adjustments, necessary to present fairly the financial position 
at September 27, 1996 and the results of operations and the changes in 
financial position for the three and six month periods ended September 
27, 1996 and September 29, 1995, in accordance with accounting principles 
generally accepted in Canada.(See also Note 10).

These financial statements should be read in conjunction with the 
financial statements and notes thereto contained in the Company's Annual 
Report on Form 10-K for the year ended March 29, 1996.  The Company's 
fiscal year-end is the last Friday in March.

2.    Due to the cyclical nature of the business, the results of operations for 
the periods presented are not necessarily indicative of the results to be 
expected for the full year.  

3.    The components of inventory are:
<TABLE>
<CAPTION>
                                                  Sept. 27,     March 29,	
                                                    1996          1996
                                                  -------       -------
      <S>                                         <C>           <C>
      Raw materials                               $  27.9       $  21.9
      Work-in-process                                24.8          22.6 
      Finished goods                                 31.3          28.0
                                                  -------       -------
                                                  $  84.0       $  72.5
                                                  =======       =======
</TABLE>													
<TABLE>
<CAPTION>
4.    Fixed assets:                               Sept. 27,     March 29,
                                                    1996          1996
                                                  -------       -------
      <S>                                         <C>           <C>
      Cost                                        $ 384.9       $ 350.3
      Accumulated amortization                     (221.0)       (206.6)
                                                  -------       -------
                                                  $ 163.9       $ 143.7
                                                  =======       =======
</TABLE>
<TABLE>
<CAPTION>
5.                                                 Sept. 27,     March 29,
                                                     1996          1996
                                                   -------       -------
      <S>                                          <C>           <C>
      Shares outstanding:   
        Preferred Shares - R&D Series                1,617,400     1,618,900
        Common Shares                              107,275,444   106,084,494
</TABLE>
                                       7

<PAGE> 8
<TABLE>
<CAPTION>
                                                     Number of Common Shares
                                                        Six Months Ended
                                                     Sept.27,    Sept. 29,
                                                       1996        1995
                                                     ---------   --------
      <S>                                            <C>         <C> 
      Stock Option Plans:
      Outstanding options 
      Balance, beginning of period                   2,902,525   2,721,551
      Options granted                                  699,000     571,000
      Options exercised                               (190,950)    (86,976)
      Options cancelled                                (25,000)    (46,650)
                                                     ---------   ---------
      Balance, end of period                         3,385,575   3,158,925
                                                     =========   =========
</TABLE>
     During the six months ended September 27, 1996 , there were 1,000,000 
common shares issued on warrants exercised, representing all of the 
warrants then outstanding.  Available for grant at September 27, 1996 
were 1,105,775 (March 29, 1996 - 1,779,775) common shares.  The exercise 
prices on stock options issued range from $1.10 to $9.32 per share with 
exercise periods extending to September, 2006. 

      There were 1,500 preferred shares repurchased during the six months ended 
September 27, 1996.

6.    The following table summarizes changes in the translation account:
<TABLE>
<CAPTION>
                                        Three Months Ended   Six Months Ended
                                        Sept. 27, Sept. 29, Sept. 27, Sept. 29,
                                          1996      1995      1996      1995
                                        -------   -------   -------   -------
      <S>                               <C>       <C>       <C>       <C>
      Balance, beginning of period      $  4.8    $   7.7   $   3.3   $  10.6
      Increase (decrease):
        Movements in exchange rates -
           United States dollar              -       (0.9)        -      (1.7)	
           United Kingdom pound sterling   0.6       (2.1)      1.7      (4.2)	
           Swedish krona                   0.1          -       0.5         -
           Other currencies                0.1          -       0.1         -
        Reduction of net investment 
         in subsidiaries                  (0.7)         -      (0.7)        - 	
                                        -------   -------   -------   -------
      Balance, end of period            $  4.9    $   4.7   $   4.9   $   4.7	
                                        =======   =======   =======   =======
</TABLE>	

7.    The Company  has  not  declared  or  paid any dividends on its common  
shares. During the second quarter, a $0.50 per share dividend was 
declared and paid on the preferred shares.

                                       8

<PAGE> 9

8.    On September 27, 1996, the Company sold all of its 6 percent interest in  
Esprit Telecom (Jersey) Ltd., a non-strategic holding which was 
previously carried at a nominal value on the cost basis of accounting.  
The gain on the sale was $3.6, approximately $2.4 after taxes.

9.    On March 29,  1996,  the  Company  acquired ABB Hafo AB (subsequently
renamed Mitel Semiconductor AB), a designer, manufacturer and marketer of 
custom and application specific integrated circuits and optoelectronic 
components with operations based in Sweden and the United States. 

Pro forma financial information as if the business had been acquired at 
the beginning of Fiscal 1996 is presented as follows:
<TABLE>
<CAPTION>
                                        Three Months Ended  Six Months Ended
                                              Sept. 29,       Sept. 29,
                                                1995            1995
                                              -------         ------- 
                 <S>                    <C>                 <C>
                 Revenue                      $ 164.0         $ 311.1
                 Gross margin                 $ 181.8         $ 151.7
                 Net income for the period    $  15.1         $  22.2
                 Net income per common share  $  0.13         $  0.19
</TABLE>
This information has been prepared on a basis consistent with Note 15 to 
the financial statements contained in the Company's Annual Report on Form 
10-K for the year ended March 29, 1996.
      
10.   The consolidated financial statements have been prepared in accordance   
with accounting principles generally accepted in Canada (Canadian GAAP), 
which, in the case of the Company, conform in all material respects with 
those in the United States (U.S. GAAP) and with the requirements of the 
Securities and Exchange Commission (SEC), except as fully described in 
Note 18 to the consolidated financial statements as at March 29, 1996.

   The following table reconciles the net income as reported on the 
consolidated statements of income to the net income that would have been 
reported had the financial statements been prepared in accordance with 
U.S. GAAP and the requirements of the SEC:
                                       
                                        9

<PAGE> 10

<TABLE>
<CAPTION>
                                       Three Months Ended    Six Months Ended
                                      Sept. 27,  Sept. 29,  Sept. 27, Sept. 29,
                                        1996       1995       1996      1995
                                      -------    -------    -------   -------
<S>                                   <C>        <C>        <C>       <C>
Net income for the period
in accordance with Canadian GAAP      $  16.5    $  15.0    $  27.2   $  24.6

Effect of deferral accounting
related to foreign exchange contracts    (1.0)       3.8       (0.5)      8.2
                                      -------    -------    -------   -------
U.S. GAAP and SEC requirements:
Net income for the period             $  15.5    $  18.8    $  26.7   $  32.8
                                      =======    =======    =======   =======
Net income for the period attributable to common shareholders after 
   preferred share dividends          $  14.7    $  18.0    $  25.1   $  31.1
                                      =======    =======    =======   =======
Net income per common share           $  0.14    $  0.17    $  0.23   $  0.29
                                      =======    =======    =======   =======
</TABLE>
<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                        Sept. 27,  Sept. 29,
                                                          1996       1995
                                                        -------    -------
<S>                                                     <C>        <C>
Cash flow information presented in conformity
 in all material respects with U.S. GAAP:
Cash provided by (used in)                       
Operating activities - Canadian and U.S. GAAP           $  19.6    $  21.4
                                                        -------    -------
Investing activities - Canadian GAAP                      (29.3)     (13.6)
Change in short-term investments                           73.2       50.4
Additions to capital assets under capital lease            15.1        7.8
                                                        -------    -------	
Investing activities - U.S. GAAP                           59.0       44.6
                                                        -------    -------	
Financing activities - Canadian GAAP                        7.0        1.4 
Increase in capital leases                                (15.1)      (7.8)
                                                        -------    -------
Financing activities - U.S. GAAP                           (8.1)      (6.4)
                                                        -------    -------	
Increase in cash                                           70.5       59.6
Effect of currency translation on cash flows                0.8       (1.2)
Cash position, beginning of period                         52.4       63.0
                                                        -------    -------
Cash position, end of period                            $ 123.7    $ 121.4
                                                        =======    =======
</TABLE>

                                       10

<PAGE> 11

Net change in non-cash balances related 
to operating activities:
<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                        Sept. 27,   Sept. 29,
                                                          1996        1995
                                                        -------     -------
     <S>                                                <C>         <C>
     Accounts receivable                                $  10.3     $  10.4 
     Inventories                                          (11.4)        1.6  
     Accounts payable and accrued liabilities             (10.5)      (16.0)
     Deferred revenue                                      (4.5)       (7.5) 
     Other                                                 (3.9)       (1.0)
                                                        -------     -------
                                                        $ (20.0)    $ (12.5) 
                                                        =======     ======= 
</TABLE>

Balance sheet items in conformity with U.S. GAAP and SEC requirements:

<TABLE>
<CAPTION>
                                                         Sept. 27,  March 29,
                                                           1996       1996
                                                         -------    -------
    <S>                                                  <C>        <C>
    Cash                                                 $ 123.7    $  52.4
    Short-term investments                                  11.7       84.9
    Accounts payable and accrued liabilities                92.3      100.4
    Redeemable preferred shares                             34.4       34.4
    Common shares                                          598.7      596.5	
    Contributed surplus                                      2.5        2.5
    Deficit                                               (305.6)    (330.7)
</TABLE>


11. The Fiscal 1997 year to date figures reflect a reclassification of certain 
first quarter research and development expenses to cost of sales.  
Presentation of the Fiscal 1996 figures were unaffected.

                                       11

<PAGE> 12

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS
(in millions of Canadian dollars, except per share amounts)


The Company reported net income of $16.5, or $0.15 per share, in the second 
quarter of Fiscal 1997.  These earnings included the benefit of a gain on sale 
of an investment in the amount of $3.6, or $0.02 per share.  On September 27, 
1996, the Company sold all of its 6 percent interest in Esprit Telecom 
(Jersey) Ltd. (Esprit), a non-strategic holding which was previously carried 
at a nominal value.  The Fiscal 1997 second quarter earnings represent an 
improvement of $1.5, or $0.02 per share, over the second quarter of last year. 
For the six month period ended September 27, 1996, net income was $27.2, or 
$0.24 per share, an improvement of $2.6, or $0.02 per share, over the six 
month period ended September 26, 1995.

Quarterly and year to date revenue grew by 13 percent and 15 percent 
respectively over the comparable periods last year.  The revenue growth was 
mostly attributable to the inclusion of Mitel Semiconductor AB, Mitel's 
Swedish semiconductor plant, which was acquired at the end of Fiscal 1996, and 
to significant growth in the Company's original semiconductor business.  Lower 
sales of business communication systems partially offset the semiconductor 
performance. The Fiscal 1997 second quarter and first six months total revenue 
figures were Company records for those particular fiscal periods. 

As a percentage of total revenue, the total gross margin for the quarter ended 
September 27, 1996 was 51 percent, 2 percentage points higher than the same 
quarter in Fiscal 1996.  Compared to the first half of last year, the year to 
date total gross margin improved by 3 percentage points to also reach 51 
percent.  The improvement was primarily due to an increased proportion of 
higher margin products in the sales mix, particularly in semiconductors, and 
to reduced manufacturing costs.

Net income and cash flows for each period as determined by United States 
accounting principles are detailed in Note 10 to the consolidated financial 
statements.

The following discussion should be read in conjunction with the consolidated 
financial statements and notes thereto, and with the Company's audited 
consolidated financial statements and notes thereto for the year ended March 
29, 1996.  Certain statements in this management's discussion and analysis 
constitute forward-looking statements.  Such forward-looking statements 
included elsewhere in this quarterly report on Form 10-Q involve known and 
unknown risks, uncertainties, and other factors which may cause the actual 
results, performance or achievements of the Company, or industry results, to 
be materially different from any future results, performance, or achievements 
expressed or implied by such forward-looking statements.  Such factors 
include, among others, the following:  general economic and business 
conditions, demographic changes, import protection and regulation, major 
technology changes, timing of product introductions, industry competition, 
industry capacity and other industry trends, and the ability of the Company to 
attract and retain key employees.

                                      12                            

<PAGE> 13
RESULTS OF OPERATIONS

Mitel's business is global and comprises the design, manufacture and sale of 
systems, subsystems and microelectronic components to world markets in the 
telephony, computer telephony integration (CTI) and communications industries. 
These products and related services include voice communications systems; 
public switching systems; network enhancement and gateway products; CTI 
systems and applications; client server telecom products; custom silicon 
wafers, integrated and hybrid circuits and optoelectronic components.

The Company sells its products through both direct and indirect channels of 
distribution.   Factors affecting the choice of distribution, among others, 
include:  end-customer type, the level of product complexity and integration 
requirements, the stage of product introduction, geographic presence and 
location of markets, and volume levels.

REVENUE

Revenue, based on the geographic location of Mitel's customers, was 
distributed as follows:
<TABLE>
<CAPTION>
                           Six Months Ended   % of     Six Months Ended  % of
                            Sept. 27, 1996    Total     Sept. 29, 1995   Total
                            --------------    ------    --------------   ------
    <S>                    <C>                <C>      <C>               <C>
    United States              $ 151.7          46 %        $ 137.6        48 %
    Europe                       103.2          32             78.8        28
    Other Regions                 46.1          14             48.1        17
    Canada                        26.4           8             21.2         7
                               -------        ------        -------      ------
                               $ 327.4         100 %        $ 285.7       100 % 
                               =======        ======        =======      ======
</TABLE>
			
For the quarter ended September 27, 1996, the net movement in exchange rates 
from Fiscal 1996 positively impacted total revenue by less than 1 percent 
($0.7) as a result of favourable changes in the U.K. pound sterling exchange 
rate.  This reduced the year-to-date negative impact of net movements in 
exchange rates from Fiscal 1996 on Fiscal 1997 first half revenue to less than 
1 percent ($1.7).

Revenue, by product group, was distributed as follows:
<TABLE>
<CAPTION>
                           Six Months Ended   % of     Six Months Ended  % of
                            Sept. 27, 1996    Total     Sept. 29, 1995   Total
                            --------------    ------    --------------   ------
    <S>                    <C>                <C>      <C>               <C>
    Business Communication	
     Systems                  $ 219.0          67 %       $ 228.6         80 %
    Semiconductors              108.4          33            57.1         20
                              -------        ------       -------       ------
                              $ 327.4         100 %       $ 285.7        100 %
                              =======        ======       =======       ======
</TABLE>

                                      13

<PAGE> 14

Business Communication Systems

Business Communication Systems (BCS) comprise PBX equipment and peripherals, 
CTI products and applications, client server telecom products, RADICALL (TM) 
set handlers, call controller products, and the GX5000(R) central office 
switch.  All of the Company's service revenue relates to business 
communication systems, primarily PBX.  

Compared to the first half of last year, BCS revenue, for the six months ended 
September 27, 1996, decreased by 4 percent due to lower new installations in 
both Europe and in the U.S.. This decline also includes service revenue 
decreases relating to the sale of all of the Company's North American non-
Mitel PBX and key system customer base and certain U.K. maintenance contracts 
to other service providers mid-way through Fiscal 1996.

As a percentage of the total revenue mix, BCS revenue decreased by 13 
percentage points from the corresponding six month period in Fiscal 1996.  The 
business mix changed as a result of the rapid growth of the Company's 
semiconductor business, including the recent acquisition of Mitel 
Semiconductor AB.

Sales into the U.S. BCS market were lower in the first half of Fiscal 1997 
compared to the same period last year as a result of the sale of Mitel's non-
core base, mentioned above, and the effects of intensified competitive 
conditions.

Mitel's BCS revenue in Europe in the first half of Fiscal 1997 decreased 
compared to the same period in Fiscal 1996 due to lower new installation 
sales.
 
During the first half of Fiscal 1997, Mitel's primary focus in Asia Pacific 
continued to be its joint venture located in Tianjin, China.  BCS revenue 
during this period decreased in this region compared to the same period last 
year due to the effects of tight monetary policies and intense price 
competition in China.

Semiconductors

In the first half of Fiscal 1997, Semiconductor revenue increased by 90 
percent over last year as a result of the additional revenue from the newly 
acquired company, Mitel Semiconductor AB, and increased demand for the 
Company's integrated circuits and thick film hybrid products in all regions. 
Sales into Europe and into the U.S. grew significantly over the same period 
last year largely due to sales by Mitel Semiconductor AB which operates 
primarily in these markets.  Second quarter sales slipped slightly compared to 
the first quarter of this fiscal year, but would still be higher than the same 
quarter last year even without the additional sales from the Swedish 
subsidiary.  The second quarter drop was due primarily to lower shipments 
during the planned maintenance shut-down periods this past summer and to 
delayed shipments resulting from reduced manufacturing yields while new 
production processes were being introduced.

                                      14

<PAGE> 15

The increase in Mitel's semiconductor business reflects the worldwide growth 
in the segment of the semiconductor industry not directly related to personal 
computers, as high technology product manufacturing continues to expand.  
Mitel is experiencing growth in countries where there is a demand for Mitel's 
line of communications components from manufacturers of advanced voice, data 
and multimedia equipment in North America, Asia and Europe.  Increased sales 
of other equipment manufacturers' (OEM) products incorporating existing Mitel 
Semiconductor components, along with the introduction of new components, 
including those intended for CTI applications, led to increased sales volumes 
compared to the same six month period last year.

The Company took major steps in Fiscal 1996 to expand its production capacity 
through both the acquisition of Mitel Semiconductor AB, which has a 
semiconductor plant in Sweden, and a major capital expansion program at its 
fabrication plant in Bromont, Quebec, Canada to meet the growing demand for 
its integrated circuits.  The Company expects the first phase of the Bromont 
expansion program to be completed during the third quarter of Fiscal 1997, 
which will improve volume capacity of the existing 100 mm wafer production and 
introduce new 0.8 micron technology.  The second phase, intended to double the 
plant's production capacity by converting to 150 mm wafer production, is 
scheduled to be completed in the fall of calendar 1997.

Subsequent to the acquisition of Mitel Semiconductor AB, management concluded 
that the thermal print-head (TPH) portion of the business was not strategic 
to the Company's interests. On October 23, 1996, the Company entered into an 
agreement to sell the TPH operations, including related inventory, fixed 
assets and certain intellectual property rights to a German distributor.  
Adjustments to the final sale price as allowed under the terms of the agreement
and the related accounting for the sale of the TPH operation, are expected to
be finalized by the end of calendar 1996.  Management expects that the sale 
of the business will not have a material impact on the Company's financial 
position or results of operations.

GROSS MARGIN

As a percentage of total revenue, total gross margin was 51 percent for the 
respective three and six month periods ended September 27, 1996, improvements 
of 2 and 3 percentage points over the respective comparative periods last 
year.

Product gross margins strengthened by 4 percentage points over the respective 
three and six month periods ended September 26, 1995.  The improvement was due 
to an improved mix of higher margin products sold and increased semiconductor 
volumes and to reduced manufacturing costs.

The Fiscal 1997 second quarter and year-to-date service gross margin was 35 
percent and 37 percent, respectively, as compared to 47 percent and 40 percent 
for the three and six month periods ended September 25, 1995.  Last year's 
second quarter and year to date service margin benefited from the sale and 
transfer of certain U.K. maintenance contracts to Bailey Telecom Limited.

                                     15

<PAGE> 16

OPERATING EXPENSES

Selling and Administrative

Selling and administrative (S&A) expenses increased in the second quarter of 
Fiscal 1997 to $49.5, or 29 percent of sales, from $43.8, and also 29 percent 
of sales, for the comparable period in Fiscal 1996.  Year-to-date, S&A 
expenses were 30 percent of sales, 1 percentage point higher than the first 
half of last year. 

S&A expenses were higher compared to last year primarily as a result of 
including the results of operations of Mitel Semiconductor AB and higher costs 
associated with new marketing initiatives and product launches (with respect 
to CTI applications, work group solutions, PC telephony and in support of the 
NeVaDa (TM) networked voice and data product).  These marketing related costs 
include increased trade show activity, new corporate communications material, 
course development for dealers and end-customers, and an increase in new 
hires.

Research and Development

R&D expenses amounted to $14.4 and $30.2, and respectively 8 and 9 percent of 
revenue, for the corresponding three and six month periods ended September 27, 
1996.  This compares to $10.2 and $20.6, and both at 7 percent of revenue, in 
the respective second quarter and first half periods of Fiscal 1996.  These 
amounts are exclusive of related R&D capital asset amortization and net of 
Canadian provincial government R&D incentives earned. R&D increased as a 
percentage of revenue compared to last year mainly due to the inclusion of 
Mitel Semiconductor AB which currently has a significant program for new 
integrated circuits and optoelectronic components.  However, compared to the 
first quarter of this fiscal year, R&D decreased by $1.4 in the second quarter 
due primarily to lower R&D material and contracting costs incurred during the 
typically slower activity summer months of the second quarter. The Fiscal 1997 
year to date figures reflect a reclassification of certain first quarter 
research and development expenses to cost of sales.
 
For the respective three and six months ended September 27, 1996, the Company 
accrued separately $2.5 and $4.8 of Canadian federal investment tax credits 
not previously recognized but relating to prior years' R&D.  At the same time, 
the Company elected to defer certain discretionary tax deductions, creating 
taxable income, to increase income tax expense by the same amount as the 
investment tax credits accrued.  Accordingly, the combination of accruing for 
the investment tax credits and the incremental income tax expense resulted in 
no impact to net earnings or earnings per share.

Mitel's R&D program integrates its support for existing products with 
development work in emerging technologies including, among others, the 
following:  CTI; multimedia components and applications; networked voice and 
data; client server telecom; Centrex service enhancements; new ISDN 
applications; and real-time application specific microelectronics components.

                                      16

<PAGE> 17
Amortization

Amortization increased in the second quarter of Fiscal 1997 by $3.6 compared 
to the same period in Fiscal 1996.  For the six months ended September 27, 
1996, amortization increased by $6.5 compared to the first half of Fiscal 
1996.  The increase is due primarily to the semiconductor capacity expansion 
program, replacements and upgrades to the Company's other manufacturing 
plants, as well as the inclusion of Mitel Semiconductor AB's results of 
operations.

GAIN ON SALE OF INVESTMENT

On September 27, 1996, the Company sold a non-strategic investment in Esprit, 
a company which provides value added network services through leased lines to 
European based corporate accounts.  The Esprit investment was sold for cash 
proceeds of $3.7, representing a total gain of $3.6, or $2.4 after-tax.  The 
gain has been excluded from operating income in Fiscal 1997 .

INTEREST INCOME AND EXPENSE

Interest income, net of interest expense, decreased by $0.9 and $2.0 compared 
to the same three and six month periods last year.  The decrease in net 
interest income resulted from lower Canadian interest rates and from lower 
average cash balances available for investment.  Cash balances available for 
investment were reduced due to the acquisition of Mitel Semiconductor AB for 
$44.0 on the last day of Fiscal 1996.  This acquisition was financed in its 
entirety from the Company's cash resources.

INCOME TAXES

In the second quarter of Fiscal 1997, the Company deferred recognition of 
certain discretionary tax deductions, increasing income tax expense by $2.5 to 
permit the realization of Canadian federal investment tax credits that 
otherwise would have expired.  Year-to-date, this adjustment amounts to $4.8. 
  
Income tax expense for the second quarter and first half of Fiscal 1997 was 
$5.3 and $8.2, respectively, and compares to $1.7 and 3.0 for the respective 
periods in Fiscal 1996. Before accounting for the investment tax credits, 
income tax expense for the second quarter and first half of Fiscal 1997 was 
respectively $2.8 and $3.4, an increase of $1.1 and $0.4 compared to the same 
periods last year.  The increased tax expense is due to higher taxable 
earnings in the U.K., primarily on account of the gain on the sale of Esprit.

BACKLOG

As orders are frequently booked and shipped within the same fiscal month, 
order backlog is not necessarily indicative of a sales outlook for the month, 
quarter, or year.  This is most true for the Company's business communication 
systems although manufacturing lead times for semiconductor products are 
generally longer because of the nature of the production process.  At 
September 27, 1996, order backlog was $132.2 as compared to $138.8 at March 
29, 1996. The decrease in backlog was mainly attributable to lower 
semiconductor bookings for the China market where local manufacturing 
companies are faced with the effects of tight monetary policies in that 
country and in the U.S. semiconductor dealer channel where there is a 
temporary over-stock position due to a strong security of supply built in that 
channel.  Most of the backlog is scheduled for delivery in the next twelve 
months.
                                      17

<PAGE> 18
LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and short-term investment balances decreased by $1.9 from 
the end of Fiscal 1996 due to fixed asset additions and an increase in working 
capital, offset by the steady operating results and the sale of the investment 
in Esprit.

Cash flow provided by operations decreased by $1.1 compared to the first half 
of last year.  Operating cash flow during the first half of Fiscal 1997 
decreased relative to the corresponding period last year primarily due to 
greater reductions in payables and higher inventory levels.

Since March 29, 1996, the Company's working capital increased by $15.6 to 
$225.9 primarily due to payments on year-end accounts payable and Fiscal 1996 
incentives and an increase in inventories offset by reduced accounts 
receivable levels. Inventory increased by $11.5 since year-end to bring levels 
more in line with expected operating requirements and in order to improve the 
security supply for semiconductor raw materials.  Last year, inventory levels 
dropped significantly at year-end due to the high fourth quarter sales 
volumes.  Accounts receivable decreased by $9.4 as a result of collections on 
the typically higher year-end balances.

Fixed asset additions amounted to $34.5 during the first half of Fiscal 1997, 
and were primarily for the increase in semiconductor manufacturing capacity 
and technology enhancements as well as upgrades to the Company's information 
technology resources. Management expects that Fiscal 1997 capital expenditures 
will be significantly higher than in Fiscal 1996 as a result of the 
semiconductor capital program.  As previously discussed, the semiconductor 
capital program will be conducted in two phases.  Phase one, which commenced 
in the third quarter of Fiscal 1996, is expected to cost approximately $9.0 
and phase two is expected to cost approximately $39.0.  To date approximately 
$6.9 and $16.5 has been spent on phase one and phase two respectively.  As at 
September 27, 1996, there were approximately $15.6 capital expenditure 
purchase orders outstanding related to the Bromont expansion program.

On August 30, 1996, the Company entered into an agreement with the Quebec and 
Canadian governments with respect to the Canada-Quebec Subsidiary Agreement On 
Industrial Development (1991) whereby each government will advance $2.1 for a 
total of $4.2 in the form of a non-interest bearing loan toward the phase two 
construction project.  Management expects the first claim of eligible 
expenditures amounting to approximately $2.0 will be submitted in the fourth 
quarter of Fiscal 1997 with funding to be received in early Fiscal 1998.  The 
loan will be repayable in three equal annual installments commencing in June 
2001.

Total long-term debt increased by $5.1, net of repayments of $6.6, from the 
end of Fiscal 1996 due to capital assets acquired under capital leases. The 
repayments included a final payment in the second quarter of Fiscal 1997 of 
$1.8 on the remaining principal balance owing on the non-interest bearing 
unsecured note payable.

On March 29, 1996, the company recorded a liability of $2.0 in respect of 
costs to integrate the operations of the acquired company, Mitel Semiconductor 
AB, with the Semiconductor Division.  During the first half of Fiscal 1997, 
integration costs of $0.5 were charged against the provision.  These costs 
consist primarily of information systems integration costs.  The Company 
expects that the program to integrate the acquired company with the 
Semiconductor Division will be completed by the end of Fiscal 1997. 
                                      18

<PAGE> 19

As at September 27, 1996, the Company's capitalization was comprised of 17 
percent debt, 9 percent preferred equity, and 74 percent common equity.  The 
capitalization profile as at the end of Fiscal 1996 was similar at 17, 10, and 
73 percent respectively for debt, preferred and common equity.

In addition to cash and short-term investment balances of $135.4 as at 
September 27, 1996, the Company has unused lines of credit in North America 
and the U.K. of approximately $32.2.

Management believes the Company is in a position to meet all foreseeable 
business cash requirements and debt service from its cash balances on hand, 
existing financing facilities and cash flow from operations.

________________________
Radicall, GX5000 and NeVaDa are trademarks of Mitel Corporation.

                                      19

<PAGE> 20

PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders


The Annual Meeting of Shareholders was held on July 25, 1996 at the Company's 
headquarters in Kanata, Ontario, Canada.  At the Annual Meeting, the following 
matters were presented to shareholders for approval:



Motion 1.      In respect of electing the eight directors to the board; and,


Motion 2.      In respect of appointing Ernst & Young as the Company's        
               auditors;



The results of matters submitted to a vote of shareholders were as follows:

<TABLE> 
<CAPTION>
                                                 Shares
                                                 ------
<S>                                              <C>
Motion 1
              For                                59,838,649
              Vote Withheld                         164,569      
</TABLE>

The following five directors, were previously elected at the 1995 annual 
meeting:  Dr. John Millard, Dr. Henry Simon, Mr. Paul G. Vien, Mr. 
Jonathan I. Wener and Mr. Hubert T. Lacroix.  Mr. Peter van Cuylenburg 
was appointed on March 15, 1996.  Mr. Anthony L. Craig and Mr. Donald W. 
Paterson were appointed on May 16, 1996.

<TABLE>
<CAPTION>
                                                 Shares
                                                 ------
<S>                                              <C>
Motion 2
              For                                59,889,675
              Vote Withheld                          90,512     
</TABLE>

                                      20

<PAGE> 21

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


b)    Reports on Form 8-K

      There were no reports on Form 8-K filed for the three months ended    
      September 27, 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>
November 7, 1996                              JEAN-JACQUES CARRIER
    Date                                      Jean-Jacques Carrier
                                              Vice President of Finance
                                               and Chief Financial Officer
</TABLE> 							

                                       21

<PAGE> 22
                              EXHIBIT INDEX



 
     Exhibit Number                          Description                    
 

         11(a)             Computation of earnings per share under
                            Canadian accounting principles. . . . . . . . 23


         11(b)             Computation of earnings per share under 
                            United States accounting principles. . . . .  24

   
         27                Financial Data Schedule  

                                      22

<PAGE> 23
                              MITEL CORPORATION                   Exhibit 11a
                      COMPUTATION OF EARNINGS PER SHARE
                       (CANADIAN ACCOUNTING PRINCIPLES)
           (in millions of Canadian dollars, except per share amounts)
<TABLE>
<CAPTION>
                                     Three Months Ended     Six Months Ended
                                    Sept. 27,  Sept. 29,  Sept. 27,  Sept. 29,
                                      1996       1995       1996       1995
                                    -------    -------    -------    -------
<S>                                 <C>        <C>        <C>        <C>
BASIC EPS 

    Net income                      $  16.5    $  15.0    $  27.2    $  24.6 	
    Less: dividends on 
     cumulative preferred shares       (0.8)      (0.8)      (1.6)      (1.7)
                                    -------    -------    -------    -------
    Adjusted net income             $  15.7    $  14.2    $  25.6    $  22.9
                                    =======    =======    =======    =======
    Weighted average shares 
     outstanding (millions)           107.2      105.9      107.2      105.8	
                                    =======    =======    =======    =======  
  
    Basic EPS                       $  0.15    $  0.13    $  0.24    $  0.22 	
                                    =======    =======    =======    =======	

FULLY DILUTED EPS

    Adjusted net income as        
     determined under basic EPS     $  15.7    $  14.2    $  25.6    $  22.9 	
    Imputed interest on stock       
     options and warrants               0.1        0.2        0.2        0.3 
                                    -------    -------    -------    -------  
  
    Adjusted net income             $  15.8    $  14.4    $  25.8    $  23.2 	
                                    =======    =======    =======    =======
    Weighted average shares 
     outstanding as determined 
     under basic EPS (millions)       107.2      105.9      107.2      105.8
    Add weighted average shares 
     on conversion of:
     - stock options                    3.4        3.2        3.4        3.2
     - warrants                           -        1.0          -        1.0
                                    -------    -------    -------    -------
    Adjusted weighted average 
     shares outstanding (millions)    110.6      110.1      110.6      110.0
                                    -------    -------    -------    -------
    Fully diluted EPS               $  0.14    $  0.13    $  0.23    $  0.21 
                                    =======    =======    =======    =======	
</TABLE>
                                      23

<PAGE> 24
                                MITEL CORPORATION                  Exhibit 11b
                         COMPUTATION OF EARNINGS PER SHARE
                      (UNITED STATES ACCOUNTING PRINCIPLES)
           (in millions of Canadian dollars, except per share amounts)
<TABLE>
<CAPTION>
                                     Three Months Ended     Six Months Ended
                                    Sept. 27,  Sept. 29,  Sept. 27,  Sept. 29,
                                      1996       1995       1996       1995
                                    -------    -------    -------    -------
<S>                                 <C>        <C>        <C>        <C>
PRIMARY EPS
 					
    Net income                      $  15.5    $  18.8    $  26.7    $  32.8
    Less: dividends on 
     cumulative preferred shares       (0.8)      (0.8)      (1.6)      (1.7)
                                    -------    -------     -------   -------

    Adjusted net income             $  14.7    $  18.0    $  25.1    $  31.1
                                    =======    =======    =======    ======= 	
    Weighted average shares and 
     share equivalents (millions)     108.5      107.9      108.5      107.8
                                    =======    =======    =======    =======  
 
    Primary EPS                     $  0.14    $  0.17    $  0.23    $  0.29
                                    =======    =======    =======    =======

FULLY DILUTED EPS (1)
    
    Adjusted net income as 
     determined under primary EPS   $  14.7    $  18.0    $  25.1    $  31.1 
                                    =======    =======    =======    =======	

    Weighted average shares and 
     share equivalents (millions)     108.5      107.9      108.5      107.8
    
    Weighted average shares on  
     conversion of stock options          -          -          -        0.1 
                                    -------    -------    -------    -------
    Adjusted weighted average  
     shares outstanding (millions)    108.5      107.9      108.5      107.9	
                                    =======    =======    =======    =======  
   			
    Fully diluted EPS               $  0.14    $  0.17    $  0.23    $  0.29	
                                    =======    =======    =======    =======
</TABLE>

(1)   This calculation is submitted in accordance with Release No. 33-5133 
under the Securities Act of 1933, as amended, even though the amounts of per 
share earnings on the fully dilutive basis are not required to be stated under 
the provisions of APB Opinion No. 15. 

                                      24