40
                                        
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                    FORM 10-Q
                                        
                                   (Mark one)

X QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
  ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                       OR
                                        
_ TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF  THE  SECURITIES
  AND EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM     TO

  Commission File Number 0-20252

                           Control Data Systems, Inc.
               (Exact name of Registrant as Specified in Charter)
                                        
             Delaware                            41-1718075
   (State or other jurisdiction               (I.R.S. Employer
         of incorporation)                   Identification No.)
                                   ___________
                                        
                           4201 Lexington Avenue North
                        Arden Hills, Minnesota 55126-6198
               (Address of principal executive offices) (Zip Code)
                                        
       Registrant's telephone number, including area code: (612) 482-2401
                                        
      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.  X  Yes        No

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:
                                        
      Indicate  by  check  mark  whether the registrant  has  filed  all
documents and reports required to be filed by Sections 12, 13  or  15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.    Yes      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                                        
      Indicate the number of shares outstanding of each of the  issuer's
classes  of  common stock as of the latest practicable date:  13,681,943
shares  of  Common Stock, $0.01 par value per share, as of  November  4,
1996.

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                                    FORM 10-Q
                               September 30, 1996
                                        
                                      INDEX
                                                                Page
                                                               
Part I - Financial Information:                                
                                                               
Consolidated Statements of Operations -                             
  Nine months ended September 30, 1996 and                          
  September 30, 1995 .................................             2
                                                               
Consolidated Balance Sheets -                                       
  September 30, 1996 and December 31, 1995 ...........             3
                                                               
Consolidated Statements of Cash Flows -                             
  Nine months ended September 30, 1996 and                          
  September 30, 1995 .................................             4
                                                               
Notes to Consolidated Financial Statements ...........             6
                                                               
Management's Discussion and Analysis of Financial                   
  Condition and Results of Operations ................            10
                                                               
Part II - Other Information ..........................            18
                                                               
Signature ............................................            19
                                                               
Exhibit Index ........................................            20

                                1                                              
<PAGE>
                                     PART 1

                              FINANCIAL INFORMATION
                                        
Item 1.  FINANCIAL STATEMENTS

                           CONTROL DATA SYSTEMS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                       Three Months Ended            Nine Months Ended
                                  September 30,  September 30,  September 30,  September 30,
                                      1996           1995           1996           1995
<S>                                  <C>             <C>            <C>             <C>
REVENUES:                                                                                 
 Net sales and rentals............. $ 30,358        $ 55,191        $ 96,581       $211,740
 Services..........................   41,702          50,049         129,264        152,652
  Total revenues...................   72,060         105,240         225,845        364,392
COST OF REVENUES:                                                                         
 Net sales and rentals.............   15,266          37,163          52,070        150,996
 Services..........................   30,672          38,915          95,624        118,032
  Total cost of revenues...........   45,938          76,078         147,694        269,028
  Gross profit.....................   26,122          29,162          78,151         95,364
OPERATING EXPENSES:                                                                       
 Selling, general and                                                                     
  administrative...................   21,986          28,261          65,070         88,819
 Technical.........................    3,247           2,445           9,681          6,920
  Total operating expenses.........   25,233          30,706          74,751         95,739
  Earnings (loss) from operations..      889          (1,544)          3,400           (375)
OTHER INCOME (EXPENSES):                                                                  
 Interest expense..................      (26)           (236)           (178)          (963)
 Interest income...................    1,300           1,263           3,738          4,241
 Other income, net.................    1,061           1,449           3,596          3,389
  Total other income, net..........    2,335           2,476           7,156          6,667
  Earnings before income taxes.....    3,224             932          10,556          6,292
PROVISION FOR INCOME TAXES.........      300             300           1,100          1,200
  Net earnings..................... $  2,924        $    632        $  9,456       $  5,092
Primary earnings per common share                                                         
  and common share equivalents..... $   0.20        $   0.05        $   0.65       $   0.40
                                                                                            
Fully diluted earnings per common                                                         
  share and common share 
  equivalents...................... $   0.20        $   0.05        $   0.65       $   0.37
                                                                                          
Weighted average common shares                                                            
  outstanding (in thousands):                                                             
  Primary..........................   14,586          13,064          14,488         12,897
  Fully diluted....................   14,739          13,487          14,593         13,627
</TABLE>

The  accompanying  notes  are  an integral part  of  these  consolidated
financial statements.

                                2
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                     ASSETS
                                                 September 30,    December 31,
                                                     1996             1995
                                                  (Unaudited)                 
<S>                                                <C>             <C>
Current assets:                                                    
  Cash and short-term investments...............  $  88,728       $  84,034
  Trade and other receivables...................     71,967          85,235
  Inventories...................................     16,382          19,381
  Prepaid expenses and other current assets.....      4,321           5,893
    Total current assets........................    181,398         194,543
Investments and advances........................         50             138
Property and equipment, net.....................     17,917          16,788
Leased and data center equipment, net...........        508             693
Noncurrent trade and other receivables..........      4,561           5,187
Other noncurrent assets.........................     10,569          10,136
    Total assets................................  $ 215,003       $ 227,485
</TABLE>

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>             <C>
Current liabilities:                                                 
  Notes payable.................................  $     427       $     686
  Accounts payable..............................     10,706          19,934
  Customer advances and deferred income.........      6,908           7,707
  Accrued taxes.................................      4,858           5,883
  Accrued salaries and wages....................     12,526          12,700
  Restructure reserves, current portion.........      9,183          16,704
  Other accrued expenses........................     30,419          32,214
    Total current liabilities...................     75,027          95,828
Deferred income taxes...........................        692             452
Restructure reserves, less current portion......      4,184           6,412
Pension liabilities.............................     34,519          38,944
Other noncurrent liabilities....................      2,364           2,351
    Total liabilities...........................    116,786         143,987
                                                                     
Stockholders' equity:                                                
  Preferred stock, par value $.01 per share,                        
    authorized 5,000,000 shares; none issued                         
    and outstanding.............................          -               -
  Common stock, par value $.01 per share,                            
    authorized 50,000,000 shares; issued                             
    14,843,050 and 14,249,986 shares                                 
    as of September 30, 1996 and December 31,                        
    1995, respectively..........................        148             143
  Additional paid-in capital....................    171,435         164,247
  Retained earnings.............................    (52,917)        (62,373)
  Minimum pension liability adjustment..........    (11,854)        (11,854)
  Foreign currency translation adjustment.......       (354)            659
  Unearned compensation - restricted stock......       (134)           (213)
  Unrealized gains on investments...............         30               -
  Treasury stock, at cost (1,188,390 and                             
    1,185,224 shares as of September 30, 1996                        
    and December 31, 1995, respectively)........     (8,137)         (7,111)
    Total stockholders' equity..................     98,217          83,498
    Total liabilities and stockholders' equity..  $ 215,003       $ 227,485
</TABLE>

The  accompanying  notes  are  an integral part  of  these  consolidated
financial statements.

                                3
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                    September 30,  September 30,
                                                        1996           1995
<S>                                                    <C>            <C>
Cash Flows from Operating Activities:                                    
  Net earnings ...................................... $  9,456       $  5,092
  Adjustments to reconcile net earnings to net                          
    cash provided by operating activities:                              
      Depreciation...................................    5,429          8,626
      Amortization...................................      266          1,014
      Foreign currency transaction gain..............   (1,527)          (524)
      Equity in losses (gains) of affiliates.........      251           (832)
      Restructure reserves utilized..................   (8,638)       (17,380)
      Loss (gain) on sale of marketable securities                      
        and other assets.............................      249           (336)
      Net change in working capital items............    4,508          4,444
      Net change in noncurrent trade receivables.....      497          2,833
      Net change in other noncurrent assets..........     (881)        (1,904)
      Other..........................................   (1,667)           132
       Net cash provided by operating                                   
         activities..................................    7,943          1,165
                                                                        
Cash Flows from Investing Activities:                                   
  Expended for property and equipment................   (7,275)        (7,601)
  Expended for leased and data center equipment......     (327)        (1,485)
  Investment in affiliates...........................       82              -
  Proceeds from sales of property and equipment......       68            677
  Acquisitions of businesses, net of cash provided...        -           (546)
  Divestitures of businesses, net of cash given......        9          8,139
  Change in short-term investments...................   (5,024)         1,726
       Net cash (used in) provided by investing                         
         activities..................................  (12,467)           910
                                                                        
Cash Flows from Financing Activities:                                   
  (Repayments) borrowings under short-term financing                    
    arrangements, net................................     (222)         3,389
  Proceeds from issuance of common stock, net of                        
    issuance costs...................................    6,304          1,020
  Purchase of treasury stock.........................   (1,487)        (7,111)
       Net cash provided by (used in) financing                         
         activities..................................    4,595         (2,702)
                                                                        
Effect of Exchange Rate Changes on Cash..............     (401)           580
                                                                        
     Net change in cash and cash equivalents.........     (330)           (47)
                                                                        
     Cash and cash equivalents, beginning of period..   15,188         17,277
                                                                        
     Cash and cash equivalents, end of period........   14,858         17,230
     Short-term investments..........................   73,870         66,412
Cash and short-term investments, end of period....... $ 88,728       $ 83,642
</TABLE>
                                        
                                   (Continued)

                                4
<PAGE>  
                           CONTROL DATA SYSTEMS, INC.
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                    September 30,  September 30,
                                                        1996           1995
<S>                                                    <C>            <C>
Net Change in Working Capital Items:                                    
  Trade and other receivables........................ $  9,673       $  9,695
  Inventories........................................    2,051          3,011
  Prepaid expenses and other current assets..........    1,196           (213)
  Accounts payable...................................   (8,051)         3,759
  Customer advances and deferred income..............     (354)       (11,064)
  Accrued taxes......................................     (817)         4,995
  Accrued salaries and wages.........................      730           (295)
  Other accrued expenses.............................       80         (5,444)
                                                                        
   Net change in working capital items............... $  4,508       $  4,444
                                                                        
                                                                        
Supplemental Disclosures of Cash Flow Information:                      
  Cash paid (received) during the period for:                           
    Interest paid.................................... $    182       $    968
    Income taxes paid................................    2,761            779
    Income taxes refunded............................   (1,211)        (7,708)
</TABLE>

The  accompanying  notes  are  an integral part  of  these  consolidated
financial statements.

                                5
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                               SEPTEMBER 30, 1996
                                        
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Principles of Consolidation

    The  financial statements include the accounts of all majority-owned
subsidiaries.  All  significant  intercompany  transactions  have   been
eliminated.

   Net Earnings Per Share

    The  net  earnings per common share and common share equivalents  is
computed  by  dividing net earnings by the weighted  average  number  of
shares  and  dilutive common share equivalents outstanding  during  each
period. Common stock equivalents result from dilutive stock options  and
warrants computed using the treasury stock method.

2. STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

Common Stock, Additional Paid-In Capital, Retained Earnings, and Other

                                               Shares                 Additional                              
                                    Outstand- Treasury        Common   Paid-In     Retained                    
(Dollars and shares in thousands)      ing     Stock   Issued  Stock   Capital     Earnings    Other*    Total
<S>                                 <C>        <C>    <C>       <C>    <C>       <C>        <C>         <C>

Balance at December 31, 1995.......  13,065     1,185  14,250  $ 143  $ 164,247 $ (62,373) $ (18,519)  $ 83,498
                                                                                         
 Issuance of common stock under the                                                                              
  Employee Stock Purchase Plan.....       8         -       8      -         83         -          -         83
 Exercises of stock options........     161         -     161      1      1,195         -          -      1,196
 Foreign currency translation                                                                                    
  adjustment.......................       -         -       -      -          -         -       (261)      (261)
 Restricted stock award............       -         -       -      -          -         -         27         27
 Change in unrealized gains                                                                                      
  on investments...................       -         -       -      -          -         -         27         27
 Issuance of treasury stock........      77       (77)      -      -        889         -        461      1,350
 Net earnings......................       -         -       -      -          -     2,878          -      2,878
                                                                                                                 
Balance at March 31, 1996..........  13,311     1,108  14,419    144    166,414   (59,495)   (18,265)    88,798
                                                                                                                 
 Issuance of common stock under the                                                                              
  Employee Stock Purchase Plan.....       7         -       7      -        117         -          -        117
 Exercises of stock options........      86         -      86      -        732         -          -        732
 Exercises of stock warrants.......     300         -     300      4      3,855         -          -      3,859
 Foreign currency translation                                                                                    
  adjustment.......................       -         -       -      -          -         -       (400)      (400)
 Restricted stock award............       -         -       -      -          -         -         26         26
 Change in unrealized gains                                                                                      
  on investments...................       -         -       -      -          -         -         31         31
 Net earnings......................       -         -       -      -          -     3,654          -      3,654
                                                                                                                 
Balance at June 30, 1996...........  13,704     1,108  14,812    148    171,118   (55,841)   (18,608)    96,817
                                                                                                                 
 Issuance of common stock under the                                                                              
  Employee Stock Purchase Plan.....       6         -       6      -        111         -          -        111
 Exercises of stock options........      25         -      25      -        206         -          -        206
 Foreign currency translation                                                                                    
  adjustment.......................       -         -       -      -          -         -       (352)      (352)
 Restricted stock award............       -         -       -      -          -         -         26         26
 Change in unrealized gains                                                                                      
  on investments...................       -         -       -      -          -         -        (28)       (28)
 Purchase of treasury stock........     (80)       80       -      -          -         -     (1,487)    (1,487)
 Net earnings......................       -         -       -      -          -     2,924          -      2,924
                                                                                                                 
Balance at September 30, 1996......  13,655     1,188  14,843  $ 148  $ 171,435 $ (52,917) $ (20,449)  $ 98,217
</TABLE>

                                6
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                               SEPTEMBER 30, 1996
                                        
2.   STOCKHOLDERS' EQUITY (Continued)

Common  Stock, Additional Paid-In Capital, Retained Earnings, and  Other
(Continued)

<TABLE>
<CAPTION>

*Other Stockholders' Equity Items

                                        Minimum     Foreign        Unearned                                    
                                        Pension    Currency     Compensation-  Unrealized                      
                                       Liability  Translation     Restricted    Gains on     Treasury      
(Dollars in thousands)                Adjustment  Adjustment        Stock      Investments     Stock        Total
<S>                                  <C>           <C>           <C>              <C>        <C>         <C>
Balance at December 31, 1995....... $ (11,854)    $  659        $ (213)          $    -     $  (7,111)  $ (18,519)
                                                                                                          
Foreign currency translation                                                                              
  adjustment.......................         -       (261)            -                -             -        (261)
Restricted stock award.............         -          -            27                -             -          27
Change in unrealized gains                                                                                
  on investments...................         -          -             -               27             -          27
Issuance of treasury stock.........         -          -             -                -           461         461
                                                                                                          
Balance at March 31, 1996..........   (11,854)       398          (186)              27        (6,650)    (18,265)
                                                                                                          
Foreign currency translation                                                                              
  adjustment.......................         -       (400)            -                -             -        (400)
Restricted stock award.............         -          -            26                -             -          26
Change in unrealized gains                                                                                
  on investments...................         -          -             -               31             -          31
                                                                                                          
Balance at June 30, 1996...........   (11,854)        (2)         (160)              58        (6,650)    (18,608)
                                                                                                          
Foreign currency translation                                                                              
  adjustment.......................         -       (352)            -                -             -        (352)
Restricted stock award.............         -          -            26                -             -          26
Change in unrealized gains                                                                                
  on investments...................         -          -             -              (28)            -         (28)
Purchase of treasury stock.........         -          -             -                -        (1,487)     (1,487)
                                                                                                          
Balance at September 30, 1996...... $ (11,854)    $ (354)       $ (134)          $   30      $ (8,137)  $ (20,449)
</TABLE>

3. DIVESTITURES

    On  August  31,  1995,  the  Company  completed  the  sale  of  five
international product distribution operations to AmeriData Technologies,
Inc. ("AmeriData").  The Company sold to AmeriData all of the issued and
outstanding  capital  stock  of Control  Data  operations  in   Austria,
Norway,  and  United Kingdom (Plc).  Additionally, the Company  sold  to
AmeriData certain assets, and AmeriData assumed certain liabilities,  of
Control  Data  operations in Canada, Mexico, and United  Kingdom  (Ltd).
Effective  October 31, 1995, the Company completed the sale to AmeriData
all  of  the  issued and outstanding capital stock of the  Control  Data
operations  in  Greece  and Portugal.  On March 25,  1996,  the  Company
completed  the  sale  to  AmeriData all of the  issued  and  outstanding
capital  stock  of  the  Control Data operations in  Denmark.  AmeriData
assumed all assets and liabilities of the operations in Denmark  as  of,
and  in  the  normal course of business since, February 29,  1996.   The
total consideration received for these divestitures was $13.7 million in
cash.  Net  identifiable assets and liabilities transferred to AmeriData
were  $59.4  million  and  $48.5  million,  respectively.   Results   of
operations, assets, and liabilities for the operations sold are included
in  the Company's consolidated financial statements through the dates of
the divestitures.

                                7
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                               SEPTEMBER 30, 1996

4. RESTRUCTURING RESERVES, CURRENT AND NONCURRENT

   Over the past several years the Company has been transitioning from a
developer and manufacturer of proprietary mainframe computer systems  to
a  software and services provider focused on enterprise integration  and
product design and information services.

    Cash outlays for restructuring activities in the third quarter  1996
consisted primarily of $1.0 million for severance costs, which  includes
the   reduction   of   the  worldwide  workforce  by  approximately   38
individuals,  and $0.4 million for lease and other facility  obligations
related  to  commitments under leases throughout the United  States  and
Europe.    Cash  outlays for the first nine months of 1996 totaled  $8.6
million, consisting primarily of $5.0 million for severance costs, which
includes  the  reduction of the worldwide workforce by approximately  89
individuals,  $2.1  million  for lease and  other  facility  obligations
related  to  commitments under leases throughout the United  States  and
Europe,  and  other  payments of $1.5 million primarily  for  litigation
matters.  Noncash activity was associated with the sale of operations in
Denmark  to  AmeriData and includes the write-off of net book  value  of
approximately  $0.8 million.  For additional information regarding  this
divestiture, see note 3 and the Management's Discussion and Analysis  of
Financial Condition and Results of Operations.

   The following table represents the Company's restructuring activities
for the first nine months of 1996:

<TABLE>
<CAPTION>

                                                Asset         Lease       Foreign                      
                                             Revaluations   and Other    Currency                      
                                 Severance      and          Facility   Translation                    
(Dollars in thousands)             Costs     Write-offs    Obligations  Adjustment     Other    Total
<S>                               <C>         <C>             <C>          <C>         <C>        <C>

Balance at December 31, 1995...  $ 15,400    $      0        $ 3,131      $     0     $ 4,585    $ 23,116
                                                                                                   
 Noncash items.................         0        (854)             0         (276)        (42)     (1,172)
 Reclassifications                                                                                 
  and transfers, net...........       (75)        834            (94)           0        (365)        300
 Translation...................      (224)         20            (51)         276         (21)          0
 Cash payments.................    (1,870)          0           (812)           0        (196)     (2,878)
                                                                                                   
Balance at March 31, 1996......    13,231           0          2,174            0       3,961      19,366
                                                                                                   
 Noncash items.................         0         (35)             0         (154)         13        (176)
 Reclassifications                                                                                 
  and transfers, net...........      (235)         35             76            0         124           0
 Translation...................      (127)          0            (17)         154         (10)          0
 Cash payments.................    (2,086)          0           (956)           0      (1,067)     (4,109)
                                                                                                   
Balance at June 30, 1996.......    10,783           0          1,277            0       3,021      15,081
                                                                                                   
 Noncash items.................         0           0              0          (62)          0         (62)
 Reclassifications                                                                                 
  and transfers, net...........      (114)          0            281            0        (167)          0
 Translation...................       (54)          0             (8)          62           0           0
 Cash payments.................    (1,020)          0           (380)           0        (252)     (1,652)
                                                                                                   
Balance at September 30, 1996..  $  9,595    $      0        $ 1,170      $     0     $ 2,602    $ 13,367
</TABLE>

    Future cash outlays for the remaining restructuring reserve of $13.4
million at September 30, 1996 are anticipated to be $2.5 million for the
remainder of 1996 and $10.9 million for 1997.

                                8
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                               SEPTEMBER 30, 1996

5. INVESTMENT IN METAPHASE TECHNOLOGY, INC.

    In  1992,  the Company and Structural Dynamics Research  Corporation
("SDRC") established a joint venture company, Metaphase Technology, Inc.
("Metaphase"),  to  develop and market product data management  software
worldwide.   The  Company owns 50% of Metaphase and  accounts  for  this
investment on the equity basis.  Following are condensed financial  data
for Metaphase for the periods indicated:

<TABLE>
<CAPTION>
                             Three Months Ended            Nine Months Ended     
                        September 30,  September 30,   September 30,  September 30,
(Dollars in thousands)       1996           1995           1996           1995
<S>                          <C>            <C>             <C>           <C>
Net sales................   $ 2,247        $ 5,649         $ 8,966       $ 10,098
(Loss) earnings before                                                                  
  income taxes...........    (1,440)         2,534          (1,953)           978
Net (loss) earnings......    (1,440)         2,534          (1,941)           966
                                                                                    
                         September 30,  December 31,                          
                              1996          1995                              
                                                                                        
Current assets...........   $ 1,842        $ 3,304                             
Noncurrent assets........     1,152            825                                
Current liabilities......     7,087          4,811                              
Noncurrent liabilities...     2,060          3,530                              
</TABLE>

      Commencing in June 1996, the Company engaged in formal discussions
with  SDRC to evaluate alternatives to create greater shareholder value,
better  customer service and greater employee focus with  the  Metaphase
joint  venture.  As a result of these discussions, the Company  did  not
anticipate funding Metaphase losses.  Accordingly, the Company  did  not
accrue  its share of Metaphase losses during the third quarter.  In  the
future, the Company will continue to evaluate its anticipated funding of
Metaphase.

                                9
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Unaudited)
                              (Dollars in millions)

    Overview.  Control  Data  Systems, Inc. is  a  global  software  and
services  company dedicated to helping large organizations  develop  the
enterprise-wide  information  systems  required  to  create,   transmit,
access,  and control business information.  The Company focuses  on  the
architecture,   implementation,  and  lifetime  support  of   electronic
commerce,  product  design,  and  product  information  solutions.   The
Company  provides  productivity enhancing  solutions  for  customers  in
government, financial services, telecommunications, and manufacturing.

   The Company's software and services solutions include network design,
installation,  and  maintenance;  application  design  and   deployment,
particularly  for  electronic  commerce  projects;  remote  and  on-site
systems management and outsourcing; electronic mail integration; and for
the  discrete  manufacturing industry, product data  management  ("PDM")
systems,  and  computer-aided design ("CAD") products  or  systems.   To
provide its customers with leading-edge solutions the Company invests in
four major areas:

       o Development of software products associated with electronic 
         commerce integration, PDM, and CAD.

       o Training and development of its technical workforce.

       o Sales and marketing of its products and services.

       o Capital and operational expenditures for the fulfillment of
         managed services contracts (outsourcing contracts).

    The Company also has a number of suppliers and partners providing  a
range  of  hardware and software platforms, complementary  products  and
services, and sales and marketing activities.

Revenues by Category

<TABLE>
<CAPTION>
                            Three Months Ended                 Nine Months Ended               
                      September 30,  September 30,         September 30,  September 30,             
                          1996           1995      Change      1996           1995      Change  
<S>                        <C>           <C>     <C>            <C>           <C>     <C>
Software and services.... $ 41.6        $  43.0     (3.2) %    $ 124.3       $ 129.4     (3.9) %
Maintenance and support..   13.6           18.7    (27.2) %       42.7          59.5    (28.2) %
Hardware products........   16.9           43.5    (61.3) %       58.8         175.5    (66.5) %
                                                                                                                       
   Total revenues........ $ 72.1        $ 105.2    (31.5) %    $ 225.8       $ 364.4    (38.0) %
</TABLE>

Revenues by Geography

<TABLE>
<CAPTION>
                          Three Months Ended                     Nine Months Ended               
                    September 30,  September 30,           September 30,  September 30,             
                        1996           1995      Change       1996           1995       Change  
<S>                     <C>            <C>      <C>           <C>             <C>      <C>
Americas............   $ 37.4         $ 40.7       (8.1) %   $ 106.9         $ 134.2      (20.3) %
Europe..............     24.9           53.5      (53.5) %      81.7           193.3      (57.8) %
Asia................      9.8           11.0      (11.3) %      37.2            36.9        0.8  %
                                                                                                                     
   Total revenues...   $ 72.1        $ 105.2      (31.5) %   $ 225.8         $ 364.4      (38.0) %
</TABLE> 

    The Company entered into transactions with AmeriData during 1995 and 1996 to
divest  eight of its international subsidiary operations.  The effect  of  these
transactions on the

                                10
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)
                                        
Company's  reported results of operations is reflected in the  exclusion
of the last four months of results for the five international operations
sold  to  AmeriData on August 31, 1995, the exclusion of  the  last  two
months  of results for the two international operations sold on  October
31,  1995,  and the exclusion of the results of the month of March  1996
for the international operation sold on March 25, 1996 (collectively the
"AmeriData  Divestitures").  See note 3 of  the  Notes  to  Consolidated
Financial  Statements for additional information regarding the AmeriData
Divestitures.

   Revenues for third quarter 1996 of $72.1 million decreased 31.5% from
third  quarter 1995 revenues of $105.2 million.  Revenues for the  first
nine months of 1996 totaled $225.8 million, a decrease of 38.0% from the
$364.4  million  of  revenues in the first nine  months  of  1995.   The
revenue  decline in the third quarter and the first nine months of  1996
was  due  primarily  to decreases in hardware products  and  maintenance
support  sales, resulting in part from the AmeriData Divestitures.   The
majority  of  the  decrease  in hardware products  and  maintenance  and
support  sales  was attributable to lower revenues in the  Americas  and
Europe, offset by an increase in revenues in Asia.  The maintenance  and
support  revenues decline is also due to the decrease in the  number  of
proprietary systems under maintenance contracts.

    On a pro forma basis, revenues in the third quarter of 1996 of $72.1
million  decreased  3.4%  from  1995 third  quarter  revenues  of  $74.6
million.   Revenues for the first nine months of 1996 of $225.8  million
decreased  0.4% from 1995 revenues for the comparable nine month  period
of  $226.8  million.   The revenue decrease was  due  to  a  decline  in
maintenance and support and hardware product sales, offset in part by an
increase  in  software  and  services.  The  increase  in  software  and
services  and  the  decrease  in hardware product  and  maintenance  and
support sales reflects the Company's continuing emphasis on software and
services sales related to its target markets of electronic commerce  and
PDM/CAD.

Cost of Revenues and Gross Profit

<TABLE>
<CAPTION>
                           Three Months Ended                  Nine Months Ended                                                
                      September 30,  September 30,         September 30,  September 30,             
                           1996          1995      Change      1996            1995     Change  
<S>                        <C>           <C>      <C>          <C>            <C>      <C>
Cost of revenues........  $ 45.9        $ 76.1      (39.6) %   $ 147.7       $ 269.0     (45.1) %
Percentage of revenues..    63.7 %        72.3 %                  65.4 %        73.8 %            
Gross profit............  $ 26.1        $ 29.2      (10.4) %   $  78.2       $  95.4     (18.0) %
Percentage of revenues..    36.3 %        27.7 %                  34.6 %        26.2 %            
</TABLE>

    Cost of revenues for third quarter 1996 decreased by 39.6% over  the
comparable  period in 1995.  Cost of revenues for the first nine  months
of  1996 decreased by 45.1% compared to the same period in 1995.   Gross
profit margins for third quarter 1996 decreased by 10.4% as compared  to
the  third quarter 1995.  Gross profit margins for the first nine months
of  1996 decreased by 18.0% as compared to the same period in 1995.  The
primary  factor  contributing to the cost of revenues and  gross  profit
margins  decreases  was  the  decline in total  revenues,  primarily  in
hardware  products  and  maintenance and support  sales.   Gross  profit
margins  increased to 36.3% in third quarter 1996 from  27.7%  in  third
quarter  1995.   Gross profit margins increased to 34.6% for  the  first
nine  months of 1996 from 26.2% in the comparable period in  1995.   The
increases  in  gross  margins primarily reflect the exclusion  of  lower
profit margin hardware product sales associated with the

                                11
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)

AmeriData  Divestitures.   On a pro forma basis,  gross  profit  margins
increased  to  36.3% in third quarter 1996 from 33.8% in the  comparable
period  in 1995.  Gross profit margins increased to 34.6% for the  first
nine  months of 1996 from 32.1% for the comparable nine month period  of
1995.

Operating Expenses

<TABLE>
<CAPTION>
                          Three Months Ended                  Nine Months Ended                                              
                      September 30, September 30,        September 30, September 30,           
                          1996         1995      Change      1996          1995     Change  
<S>                       <C>        <C>        <C>          <C>         <C>     <C>
Selling, general and                                                                                            
  administrative........ $ 22.0     $ 28.3       (22.2) %   $ 65.1     $ 88.8       (26.7) %
Percentage of revenues..   30.5 %     26.9 %                  28.8 %     24.4 %           
Technical............... $  3.2     $  2.4        32.8  %   $  9.7     $  6.9        39.9  %
Percentage of revenues..    4.5 %      2.3 %                   4.3 %      1.9 %           
</TABLE>

Selling,  general  and  administrative (SG&A).   The  decrease  in  SG&A
expense  is due to the downsizing actions taken by the Company over  the
past  year and the exclusion of operating expenses associated  with  the
operations  sold in the AmeriData Divestitures.  On a pro  forma  basis,
the divested operations had lower SG&A expense to revenue ratios and the
exclusion of these operations would raise the Company's SG&A expense  to
revenue percentage.

Technical.   The  increase in technical expense is a  result  of  higher
spending  on  electronic  commerce products and  services,  one  of  the
Company's targeted markets.

Nonoperating Income

<TABLE>
<CAPTION>
                             Three Months Ended                    Nine Months Ended                                              
                        September 30,  September 30,         September 30,  September 30,           
                            1996           1995      Change      1996           1995      Change  
<S>                          <C>            <C>      <C>          <C>            <C>      <C>
Nonoperating income....     $ 2.3          $ 2.5      (5.7) %    $ 7.2          $ 6.7       7.3 %
Percentage of revenues.       3.2 %          2.4 %                 3.2 %          1.8 %         
</TABLE>

Interest expense.  Interest expense decreased in third quarter  and  the
first nine months of 1996 from the same periods in 1995 primarily  as  a
result  of lower average daily short-term borrowings due in part to  the
AmeriData Divestitures.

Interest  income.  Interest income increased slightly in  third  quarter
and  decreased  in the first nine months of 1996 versus  the  comparable
periods in 1995 due to lower average interest rate yields.

Other income, net.  Other income decreased by $0.4 million and increased
by  $0.2 million, respectively, in the third quarter 1996 and the  first
nine months of 1996 versus the comparable periods in 1995.  The decrease
in the third quarter is attributable to an affiliate gain of zero versus
a  $1.3 million gain in the comparable period in 1995, offset in part by
slight  increases  in  rent income and foreign currency  exchange.   The
increase in the first nine months of 1996 is due to a favorable  foreign
currency exchange gain of $1.5 million in the first nine months of  1996
versus  a  $0.2  million  gain  in the comparable  period  in  1995,  an
affiliate  loss of $0.3 million in the first nine months of 1996  versus
an  affiliate gain of $0.8 million in the comparable period in 1995,  an
increase of $0.5 million in rent income in 1996 versus 1995, and a  gain
of  $0.4  million  in  1995  for the sale of land  versus  none  in  the
comparable  period  in  1996.  See note 5 of the Notes  to  Consolidated
Financial  Statements for additional information regarding the affiliate
transaction.

                                12
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)

Provision for Income Taxes

<TABLE>
<CAPTION>
                              Three Months Ended            Nine Months Ended
                          September 30, September 30,  September 30, September 30,
                              1996          1995           1996          1995
<S>                              <C>          <C>           <C>           <C>
Provision for Income Taxes..    $ 0.3        $ 0.3         $ 1.1         $ 1.2          
Percentage of revenues......      0.4 %        0.3 %         0.5 %         0.3 %
</TABLE>

    The  provision for income taxes in third quarter and the first  nine
months  of 1996 and the comparable periods in 1995 relates primarily  to
foreign   income  taxes  on  the  earnings  of  the  Company's   foreign
subsidiaries  and  foreign withholding taxes on  certain  United  States
income.

Net Earnings and Earnings Per Share

<TABLE>
<CAPTION>
                                      Three Months Ended             Nine Months Ended
(Earnings per share in dollars)  September 30,  September 30,   September 30, September 30,
                                    1996           1995            1996          1995
<S>                                 <C>            <C>             <C>           <C>
Net earnings.............          $  2.9         $  0.6          $  9.5        $  5.1         
Percentage of revenues...             4.1 %          0.6 %           4.2 %         1.4 %
Earnings per share:                                                                              
 Primary.................          $ 0.20         $ 0.05          $ 0.65        $ 0.40        
 Fully diluted...........          $ 0.20         $ 0.05          $ 0.65        $ 0.37        
</TABLE>

    Net  earnings  for third quarter and the first nine months  of  1996
increased  by  $2.3  million and $4.4 million,  respectively,  from  the
comparable  periods  in  1995.   The  earnings  increase  is   primarily
attributable  to  lower operating expenses, higher nonoperating  income,
and  a  lower provision for income taxes.  Also contributing  to  higher
earnings  in third quarter and the first nine months of 1996 versus  the
comparable  periods  of  1995 is the exclusion of  lower  profit  margin
hardware  product  sales,  operating  expenses,  and  interest  expenses
associated  with  the  operations sold in  the  AmeriData  Divestitures.
Operating results for the nine months ended September 30, 1996  are  not
necessarily indicative of the results that may be expected for the  year
ending December 31, 1996.

Outlook

    The  following  factors,  among  others,  should  be  considered  in
evaluating the Company's outlook.

General.  The Company participates in the systems integration segment of
the  information systems and services market.  This segment is projected
to  grow  by more than 15% per year over the next four years.  Equipment
manufacturers,   large   consulting  firms,  and   traditional   systems
integrators also compete in this market segment.  There are many smaller
firms  also  active  in this market segment with no one  firm  having  a
dominant  position.  Many of the companies in this market segment  offer
outsourcing and other types of long-term agreements with their  customer
base.   The result of these types of activities is to develop a  backlog
of  business that creates a certain predictable revenue base  in  future
periods.    The  Company  has  a  limited  number  of  these  types   of
arrangements.  Therefore, revenue predictability is currently difficult,
and continuing quarterly volatility of earnings can be expected.

                                 13
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)

Revenues.   The Company expects total revenues to decrease in 1996  from
1995 due in part to the divestitures of certain international operations
sold  to  AmeriData.   Software and services revenues  are  expected  to
increase  in  1996  over 1995 revenues on a pro forma  basis.   However,
hardware  products  and  maintenance support revenues  are  expected  to
decrease.   As  a  result, 1996 revenues will be  comparable  with  1995
revenues on a pro forma basis.  Revenue levels in 1996 could be impacted
by  the Company's business transition and narrowed focus, as well as  by
the  acquisition  of  additional businesses or divestiture  of  existing
operations.

Cost  of  revenues.  The Company's cost of revenues as a  percentage  of
total  revenues decreased in the third quarter and first nine months  of
1996  from  the comparable periods in 1995.  Gross profit margins  as  a
percentage  of total revenues increased in the third quarter  and  first
nine  months  of  1996 from the comparable periods  in  1995.   Cost  of
revenues as a percentage of revenues is expected to decline in 1996  and
gross  margins as a percentage of revenues are expected to  increase  in
1996   due   in  part  to  the  divestitures  of  certain  international
operations, whose revenue mix primarily consisted of lower profit margin
hardware  products.   Due to varying gross profit margins  of  different
types  of  product  sales and varying gross profit margins  of  specific
large  projects quarter to quarter, total gross profit margins  in  1996
could be volatile.

Selling, general and administrative expenses.  SG&A expenses declined in
the  third  quarter  and first nine months of 1996 from  the  comparable
periods  in  1995 due primarily to restructuring actions taken  and  the
divestitures  of  certain international operations.  SG&A  expenses  are
expected to decrease in 1996 from 1995.  However, on a pro forma  basis,
SG&A  expenses will likely increase in 1996 as the Company  expands  its
sales   activities  related  to  its  PDM/CAD  and  electronic  commerce
businesses.

Technical  expenses.  Technical spending increased in the third  quarter
and  first  nine months of 1996 versus the comparable periods  in  1995.
This increase is primarily attributable to higher spending on electronic
commerce  products  and  services.  Technical spending  is  expected  to
increase  in  1996  from  1995  due  primarily  to  higher  spending  on
electronic commerce products and services, one of the Company's targeted
markets.

Income  tax  rate.   In total, the Company had $106.3 million  of  gross
deferred  tax  assets at December 31, 1995 which can be used  to  offset
taxes  on  future  earnings.   While the Company  maintains  significant
operations outside the United States, a number of these operations  also
have  deferred tax assets as of December 31, 1995 resulting  from  lower
than   expected   1994  earnings,  caused  in  part  by  the   worldwide
restructuring activity.  In the long term this will significantly reduce
the  Company's  tax  expense.   However,  given  the  wide  geographical
dispersion  of the Company's operations the overall effective  tax  rate
will  be  volatile.  The gross deferred tax assets of $106.3 million  at
December 31, 1995 decreased by $8.4 million in the first quarter of 1996
due to the sale of Denmark operations to AmeriData.

Foreign exchange.  A large percentage of the Company's revenues,  costs,
and  expenses  are transacted in currencies other than the U.S.  dollar.
As  a  result,  the Company's financial results are subject  to  foreign
exchange rate fluctuations.

Other.   See Notes to Consolidated Financial Statements regarding  other
factors concerning the Company.

                                14
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)

Financial Condition

    The  Company's cash and short-term investments totaled $88.7 million
at  September 30, 1996 representing 41.3% of total assets.   Total  cash
and  short-term investment balances increased by $4.7 million  from  the
corresponding December 31, 1995 balances.  The primary factors  for  the
increase  were positive net cash flow of $9.5 million for net  earnings,
which  reflects  earnings after depreciation and  amortization  of  $5.7
million,  the  issuance  of Common Stock of $6.3  million,  and  working
capital  items  of  $4.5  million,  partially  offset  by  restructuring
payments of $8.6 million, capital expenditures of $7.6 million, and  the
purchase of treasury stock of $1.5 million.  The AmeriData Divestitures,
through  the  elimination  of certain hardware distribution  activities,
significantly  reduced the Company's investment  in  inventory  and  the
associated risk of obsolescence associated with that inventory.

    Stockholders'  equity increased by $14.7 million in the  first  nine
months  of 1996.  The increase is primarily due to net earnings of  $9.5
million, the issuance of Common Stock and treasury stock of $6.3 million
and  $1.4  million,  respectively, offset in part  by  the  purchase  of
treasury  stock  of  $1.5  million and a  foreign  currency  translation
adjustment of $1.0 million.

    As  of  September 30, 1996, the Company has available  up  to  $16.8
million  in  credit  facilities  in certain  international  subsidiaries
(primarily short-term notes and overdraft facilities under bank lines of
credit), as well as a domestic credit arrangement which provides  up  to
$10.0 million in unsecured short-term credit.

    The  Company  has  $13.4 million of restructure  obligations  as  of
September  30,  1996,  $2.5 million of which are  expected  to  be  cash
outlays for the remainder of 1996, primarily for severance costs,  lease
and  other  obligations  related to excess  facilities,  and  litigation
costs.   Restructuring payments will extend into 1997 to satisfy various
long-term  real  estate obligations and severance issues.   The  Company
believes that it can finance this cash requirement through a combination
of  existing cash reserves, cash flow from operations, and its borrowing
capacity.

       Except  for  the  historical  information  contained  within  the
Management's Discussion and Analysis of Financial Condition and  Results
of  Operations, the accompanying consolidated financial statements,  and
the Notes to Consolidated Financial Statements, the matters reflected in
this  quarterly report as expectations, plans, future estimates and  the
like are forward looking statements that involve risks and uncertainties
including,  but not limited to: business conditions and  growth  in  the
general  economy  and electronic messaging market; volatility  in  gross
margins  as  the  Company's revenues and product mix change;  additional
restructuring actions or charges as the Company continues to  evolve  in
its  rapidly changing industry; competitive factors, such as alternative
messaging,  PDM  and CAD products and price pressures;  availability  of
skilled  personnel  in  various  geographic  areas;  acceptance  of  the
outsourcing of corporate messaging infrastructures; the success  of  the
Company's business partners in sales and marketing activities; and other
factors discussed herein.

                                15
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)

    The  following  tables  represent pro forma results  for  the  third
quarter  and first nine months of 1996 and 1995.  The 1995 third quarter
and first nine months pro forma results are based on the elimination  of
certain international operations, sold to AmeriData, located in Austria,
Canada,  Greece, Mexico, Norway, Portugal, and United Kingdom,  and  for
the  period  following February 28, 1995, Denmark.   The  business  type
information is presented based on the 1996 organization structure of the
Company.   Certain  1995 revenues and costs have  been  reclassified  to
conform to the 1996 structure (unaudited).

1996/1995 Pro Forma Revenues and Gross Profits for 3rd Quarter

<TABLE>
<CAPTION>

(Dollars in thousands)         1996       Pro Forma             1995               
                            3rd Quarter   Percentage         3rd Quarter            
REVENUES                    As Reported     Change     As Reported   Pro Forma
<S>                        <C>           <C>           <C>          <C>
Software and services.... $      41,604       12.6 % $      43,037 $    36,957
Maintenance and support..        13,615      (11.9)%        18,703      15,447
Hardware products........        16,841      (24.1)%        43,500      22,194
    Total revenues....... $      72,060       (3.4)% $     105,240 $    74,598
                                                                              
Gross profit............. $      26,122        3.6 % $      29,162 $    25,213
                                                                              
REVENUE DISTRIBUTION                                                          
                                                                              
Software and services....         57.7%                      40.9%       49.5%
Maintenance and support..         18.9%                      17.8%       20.7%
Hardware products........         23.4%                      41.3%       29.8%
    Total revenues.......        100.0%                     100.0%      100.0%
                                                                              
Gross profit.............         36.3%                      27.7%       33.8%
</TABLE>

1996/1995 Pro Forma Revenues and Gross Profits Year-to-Date

<TABLE>
<CAPTION>

(Dollars in thousands)          1996       Pro Forma             1995               
                            Year-to-Date   Percentage        Year-to-Date            
REVENUES                    As Reported      Change     As Reported   Pro Forma
<S>                        <C>            <C>          <C>           <C>
Software and services.... $      124,375       18.1 % $     129,439 $   105,307
Maintenance and support..         42,687       (9.3)%        59,481      47,063
Hardware products........         58,783      (21.1)%       175,472      74,466
    Total revenues....... $      225,845       (0.4)% $     364,392 $   226,836
                                                                               
Gross profit............. $       78,151        7.2 % $      95,364 $    72,906
                                                                               
REVENUE DISTRIBUTION                                                           
                                                                               
Software and services....          55.1%                      35.5%       46.4%
Maintenance and support..          18.9%                      16.3%       20.8%
Hardware products........          26.0%                      48.2%       32.8%
    Total revenues.......         100.0%                     100.0%      100.0%
                                                                               
Gross profit.............          34.6%                      26.2%       32.1%
</TABLE>

                                16
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                                        
1996 3rd Quarter Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                      Product                     
                            Enterprise    Design and                    
                            Integration   Information   Technical       
REVENUES                     Services      Services     Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $      22,115 $      14,239 $     5,250 $   41,604
Maintenance and support..             -             -      13,615     13,615
Hardware products........        12,557         3,801         483     16,841
    Total revenues....... $      34,672 $      18,040 $    19,348 $   72,060
                                                                            
Gross profit.............         27.0%         54.0%       36.3%      36.3%
</TABLE>

1995 3rd Quarter Pro Forma Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                      Product                     
                            Enterprise    Design and                    
                            Integration   Information   Technical       
REVENUES                     Services      Services     Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $      21,617 $      10,883 $     4,457 $   36,957
Maintenance and support..             -             -      15,447     15,447
Hardware products........        14,639         6,969         483     22,194
    Total revenues....... $      36,256 $      17,852 $    20,490 $   74,598
                                                                            
Gross profit.............         28.1%         42.1%       36.7%      33.8%
</TABLE>

1996 Year-to-Date Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                      Product                     
                            Enterprise    Design and                    
                            Integration   Information   Technical       
REVENUES                     Services      Services     Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $      71,845 $      39,690 $    12,840 $  124,375
Maintenance and support..             -             -      42,687     42,687
Hardware products........        41,424        15,213       2,146     58,783
    Total revenues....... $     113,269 $      54,903 $    57,673 $  225,845
                                                                            
Gross profit.............         26.7%         48.0%       37.3%      34.6%
</TABLE>

1995 Year-to-Date Pro Forma Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                      Product                     
                            Enterprise    Design and                    
                            Integration   Information   Technical       
REVENUES                     Services      Services     Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $      61,975 $      28,359 $    14,973 $  105,307
Maintenance and support..             -             -      47,063     47,063
Hardware products........        52,951        19,574       1,941     74,466
    Total revenues....... $     114,926 $      47,933 $    63,977 $  226,836
                                                                    
Gross profit.............         25.2%         44.7%       35.2%      32.1%
</TABLE>

                                17
<PAGE>
                                     PART II
                                        
                                OTHER INFORMATION
                                        
ITEM 6  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          11    Computation of Earnings per Common Share

          27    Financial Data Schedule

     (b)  Reports on Form 8-K

        None.

                                18
<PAGE>
                                    SIGNATURE
                                        
      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 hereunto duly authorized.


                                   CONTROL DATA SYSTEMS, INC.
                                           Registrant

Date:  November 8, 1996        /s/ J. F. KILLORAN
                                   J. F. Killoran
                          Vice President and Chief Financial Officer
                                (Principal Accounting Officer)

                                 19
<PAGE>
                                  EXHIBIT INDEX

EXHIBITS FILED AS ITEM 6 TO THE QUARTERLY REPORT OF CONTROL DATA
SYSTEMS, INC. ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996.

(11)  Computation of Earnings Per Common Share

(27)  Financial Data Schedule