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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                                   ----------------

                                     FORM 10-Q/A
(Mark One)

   [x]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

                     For the quarterly period ended June 30, 1996

                                          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: 0-20124


                           NETWORK COMPUTING DEVICES, INC.
                (Exact name of registrant as specified in its charter)


              California                              77-0177255
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)

              350 North Bernardo Avenue, Mountain View, California 94043
                (Address of principal executive offices and zip code)

                    Registrant's telephone number:  (415) 694-0650


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 shares outstanding of the Registrant's Common Stock was 16,567,591
at July 31, 1996.

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                                    FORM 10-Q/A
                                 AMENDMENT NO. 1

                             PART II - OTHER INFORMATION

     The undersigned registrant hereby amends the following item of its 
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996, as 
set forth in the pages attached hereto.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are filed herewith:

    Exhibit  2.2   Asset Purchase Agreement dated June 3, 1996 by and 
                   among the Registrant NCD Software Corporation and 
                   NetManage, Inc.
                   
                   Exhibits

                   Exhibit A       Certain Definitions
                   Exhibit B-1     Assignment and Assumption Contract
                   Exhibit B-2     Assignment and Assumption Contract
                   Exhibit C       NCD Disclosure Schedule(2)

                   Schedules

                   Schedule 1.1    Assets(2)
                   Schedule 1.1(b) Assumed Customer and Other Contracts(2)
                   Schedule 1.3(b) Assumed Liabilities
                   Schedule 1.5    Purchase Price Allocation(2)

    Exhibit 10.42  Alliance Agreement dated June 27, 1996 by and between the
                   Registrant and International Business Machines 
                   Corporation.(1)

   *Exhibit 11.1   Statement Regarding Computation of Shares Used in Per Share
                   Earnings Computations.

   *Exhibit 27     Financial Data Schedule.

    (1)  Confidential treatment has been requested as to a portion of this
         exhibit. Confidential portions have been omitted and filed 
         separately with the Securities and Exchange Commission.

    (2)  Exhibits not filed herewith are identified in this agreement.  
         The Company will furnish supplementally any omitted exhibit to 
         the Commission upon request.

(b) The Company filed no reports on Form 8-K during the three-month period
    ended June 30, 1996.

---------------
* Previously Filed

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                                      SIGNATURE


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



                             Network Computing Devices, Inc.
                                     (Registrant)

Date:  March 19, 1997

                             By:



                             /s/  Rudolph G. Morin
                             ------------------------------------------------
                             Rudolph G. Morin
                             Executive Vice President, Operations and Finance
                             (Duly Authorized and Principal Financial and
                             Accounting Officer)


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