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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A



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

     For the quarterly period ended June 30, 1999

                                       Or

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

     For the transition period from ____________ to  ___________


                         COMMISSION FILE NUMBER 0-10558


                               ALPHA MICROSYSTEMS
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                            95-3108178
-------------------------------                             --------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)


                  2722 S. FAIRVIEW STREET, SANTA ANA, CA 92704
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


       Registrant's telephone number, including area code: (714) 957-8500


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
                                     ---      ---

As of August 6, 1999, there were 11,629,827 shares of the registrant's Common
Stock outstanding.


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PART II.  OTHER INFORMATION

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

The Annual Meeting of Shareholders of Alpha Micro was held on June 3, 1999. At
the Annual Meeting, all of management's nominees for directors listed in the
Proxy Statement were elected and there was no solicitation in opposition to such
nominees. Voting was as follows:

<TABLE>
<CAPTION>
                                                      WITHHOLD
        DIRECTORS                       FOR           AUTHORITY      ABSTAIN
        ---------                   ----------        ---------      -------
<S>                                 <C>               <C>            <C>
   Carlos D. De Mottos              16,675,470         287,730         N/A

   Benjamin P. Giess                16,675,370         287,830         N/A

   Rockell N. Hankin                16,676,071         287,129         N/A

   Richard E. Mahmarian             16,676,120         287,080         N/A

   Clarke E. Reynolds               16,665,770         297,430         N/A

   Douglas J. Tullio                16,668,859         294,341         N/A

   Sam Yau                          16,669,258         293,942         N/A
</TABLE>

The proposal to approve the Company's re-incorporation in Delaware as
AlphaServ.com, through the merger of Alpha Microsystems, a California
corporation with and into a wholly-owned Delaware subsidiary of Alpha
Microsystems received 5,844,826 votes for approval by the holder of the Voting
Preferred Stock (which represented 100% of the votes entitled to be cast by the
Voting Preferred) and 3,765,092 votes for approval by holders of Common Stock
(which represented 32.5% of the votes entitled to be cast by the holders of the
Common Stock), with 106,166 votes against approval, 33,765 abstentions and
7,213,351 broker non-votes. The proposal to approve an amendment to the
Company's 1998 Stock Option and Award Plan to increase the number of shares of
Common Stock authorized for issuance under such plan by 500,000 shares to an
aggregate of 2,500,000 shares was approved, receiving 16,104,001 votes for
approval and 652,085 votes against approval, with 43,982 abstentions and 163,132
broker non-votes. The proposal to ratify the appointment of Ernst & Young LLP,
as independent auditors of the Company and its subsidiaries for the year ending
December 31, 1999 was approved, receiving 16,873,612 votes for approval and
34,695 votes against approval with 54,893 abstentions and zero broker non-votes.

Item 6. Exhibits and Reports on Form 8-K.

        (a) See Exhibit Index.

        (b) No Form 8-K was filed by the Company during the quarter ended
            June 30 1999.


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                                   SIGNATURES

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


                                       ALPHA MICROSYSTEMS
                                       (Registrant)


Date: September 15, 1999               By: /s/  Douglas J. Tullio
                                           -------------------------------------
                                           President and Chief Executive Officer



Date: September 15, 1999               By: /s/ Jeffrey J. Dunnigan
                                           -------------------------------------
                                           Vice President and Chief Financial
                                           Officer



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