<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 JUNE 30, 1997

                                       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) 415-3001
                                        
      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:  12,646,521
shares of Common Stock, $0.01 par value per share, as of July 31, 1997.
   
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                                    FORM 10-Q
                                  June 30, 1997
                                        
                                      INDEX
                                                                Page
                                                               
Part I - Financial Information:                                
                                                               
Consolidated Statements of Operations -                             
  Three and six months ended June 30, 1997 and                      
    June 30, 1996......................................            2
                                                                    
Consolidated Balance Sheets -                                       
  June 30, 1997 and December 31, 1996..................            3
                                                               
Consolidated Statements of Cash Flows -                             
  Six months ended June 30, 1997 and June 30, 1996.....            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       Six Months Ended              
                                             June 30,    June 30,    June 30,    June 30,
                                               1997        1996        1997        1996
<S>                                         <C>         <C>         <C>         <C>
REVENUES:                                                                        
 Software and services..................   $ 35,172    $ 42,908    $ 70,982    $ 82,771
 Maintenance and repair.................     12,568      14,208      24,853      29,072
 Hardware product.......................     12,538      18,415      25,396      41,942
   Total revenues.......................     60,278      75,531     121,231     153,785
COST OF REVENUES:                                                                
 Software and services..................     21,610      27,379      43,992      53,729
 Maintenance and repair.................      7,457       7,955      15,424      17,150
 Hardware products......................      9,731      13,834      19,182      30,877
   Total cost of revenues...............     38,798      49,168      78,598     101,756
   Gross profit.........................     21,480      26,363      42,633      52,029
OPERATING EXPENSES:                                                              
 Selling, general and                                                            
  administrative........................     16,421      21,675      34,315      43,084
 Technical..............................      2,812       3,174       6,543       6,434
   Total operating expenses.............     19,233      24,849      40,858      49,518
   Earnings from operations.............      2,247       1,514       1,775       2,511
NONOPERATING INCOME (EXPENSES):                                                  
 Interest expense.......................        (48)        (40)        (75)       (152)
 Interest income........................      1,474       1,231       2,754       2,438
 Gain on sale of business...............          -           -      15,000           -
 Other income...........................      1,271       1,349       2,390       2,535
   Total nonoperating income, net.......      2,697       2,540      20,069       4,821
   Earnings before income taxes.........      4,944       4,054      21,844       7,332
PROVISION FOR INCOME TAXES..............      2,250         400       2,550         800
   Net earnings.........................   $  2,694    $  3,654    $ 19,294    $  6,532
Primary earnings per common share                                                
   and common share equivalents.........   $   0.20    $   0.25    $   1.42    $   0.45
                                                                                 
Fully diluted earnings per common                                                
   share and common share equivalents...   $   0.20    $   0.25    $   1.42    $   0.45
                                                                                 
Weighted average common shares                                                   
   outstanding (in thousands):                                                   
   Primary..............................     13,162      14,644      13,546      14,438
   Fully diluted........................     13,178      14,644      13,546      14,452
</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
                                                      June 30,      December 31,
                                                        1997            1996
                                                   (Unaudited)                 
<S>                                                <C>             <C>
Current assets:                                                    
  Cash and short-term investments................  $ 101,134       $  84,610
  Trade and other receivables....................     63,694          84,198
  Inventories....................................     13,765          14,511
  Prepaid expenses and other current assets......      3,363           3,809
    Total current assets.........................    181,956         187,128
Investments and advances.........................        895             601
Property, plant and equipment, net...............     16,059          17,497
Noncurrent trade and other receivables...........      6,298           4,820
Other noncurrent assets..........................      3,594          10,251
    Total assets.................................  $ 208,802       $ 220,297
</TABLE>

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>             <C>
Current liabilities:                                               
  Notes payable..................................  $   3,832       $     289
  Accounts payable...............................     11,702          15,773
  Customer advances and deferred income..........      4,612           6,649
  Accrued taxes..................................      6,989           6,610
  Accrued salaries and wages.....................     11,190          11,579
  Other accrued expenses.........................     31,459          35,437
    Total current liabilities....................     69,784          76,337
Deferred income taxes............................        439             469
Restructure reserves, less current portion.......          -           3,290
Pension liabilities..............................     26,164          28,582
Other noncurrent liabilities.....................      2,493           2,599
    Total liabilities............................     98,880         111,277
                                                                   
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                           
    14,963,064 and 14,883,500 shares                               
    as of June 30, 1997 and December 31, 1996,                     
    respectively.................................        150             149
  Additional paid-in capital.....................    172,586         171,845
  Accumulated deficit............................    (27,101)        (46,395)
  Minimum pension liability adjustment...........     (6,631)         (6,631)
  Foreign currency translation adjustment........     (1,954)         (1,438)
  Unearned compensation - restricted stock.......        (53)           (106)
  Unrealized gains (losses) on investments.......        (61)             36
  Treasury stock, at cost (2,348,123 and                           
    1,203,390 shares as of June 30, 1997 and                       
    December 31, 1996, respectively).............    (27,014)         (8,440)
    Total stockholders' equity...................    109,922         109,020
    Total liabilities and stockholders' equity...  $ 208,802       $ 220,297
</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>
                                                           Six Months Ended     
                                                         June 30,    June 30,
                                                           1997        1996
<S>                                                    <C>         <C>
Cash Flows from Operating Activities:                                
  Net earnings ......................................  $ 19,294    $  6,532
  Adjustments to reconcile net earnings to net                       
    cash provided by operating activities:                           
      Gain on sale of business.......................   (15,000)          -
      Gain on pension settlement.....................    (3,914)          -
      Depreciation...................................     3,563       3,534
      Amortization...................................       143         184
      Foreign currency transaction gain..............    (1,426)     (1,181)
      Equity in losses of affiliates.................        46         251
      Restructure reserves utilized..................    (7,890)     (6,987)
      Loss on sale of marketable securities                          
        and other assets.............................        32         227
      Net change in working capital items............     6,099         148
      Net change in noncurrent trade receivables.....    (1,605)        299
      Net change in other noncurrent assets..........    (1,121)       (691)
      Other..........................................       795         329
       Net cash provided by (used in) operating                      
         activities..................................      (984)      2,645
                                                                     
Cash Flows from Investing Activities:                                
  Expended for property, plant and equipment.........    (3,055)     (4,540)
  Investment in affiliates...........................      (893)          -
  Proceeds from sales of property and equipment......       216          54
  Proceeds from divestitures of businesses, net of                   
    cash given.......................................    21,150           9
  Proceeds from pension settlement...................    11,074           -
  Proceeds from notes receivable.....................     3,600           -
  Change in short-term investments...................   (12,037)     (9,806)
       Net cash provided by (used in) investing                      
         activities..................................    20,055     (14,283)
                                                                     
Cash Flows from Financing Activities:                                
  Borrowings under short-term financing                              
    arrangements, net                                     3,702       1,643
  Proceeds from issuance of common stock, net of                     
    issuance costs...................................       741       5,987
  Purchase of treasury stock.........................   (18,573)          -
       Net cash provided by (used in) financing                      
         activities..................................   (14,130)      7,630
                                                                     
Effect of Exchange Rate Changes on Cash..............      (454)       (344)
                                                                     
     Net change in cash and cash equivalents.........     4,487      (4,352)
                                                                     
     Cash and cash equivalents, beginning of period..     7,649      15,188
                                                                     
     Cash and cash equivalents, end of period........    12,136      10,836
     Short-term investments..........................    88,998      78,652
Cash and short-term investments, end of period.......  $101,134    $ 89,488
</TABLE>

                                   (Continued)

                                         4

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                           Six Months Ended     
                                                         June 30,    June 30,
                                                           1997        1996
<S>                                                    <C>         <C>
Net Change in Working Capital Items:                                 
  Trade and other receivables........................  $ 14,032    $  4,128
  Inventories........................................        76          17
  Prepaid expenses and other current assets..........      (317)      1,246
  Accounts payable...................................    (3,430)     (4,622)
  Customer advances and deferred income..............    (1,271)       (684)
  Accrued taxes......................................       842      (1,611)
  Accrued salaries and wages.........................       412        (300)
  Other accrued expenses.............................    (4,245)      1,974
                                                                     
   Net change in working capital items...............  $  6,099    $    148
                                                                     
                                                                     
Supplemental Disclosures of Cash Flow Information:                   
  Cash paid (received) during the period for:                        
    Interest paid....................................  $     75    $    153
    Income taxes paid................................       491       1,741
    Income taxes refunded............................      (288)       (883)
</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)
                                  JUNE 30, 1997
                                        
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Consolidated Financial Statements

    The  financial  statements of Control Data Systems,  Inc.  ("Control
Data"  or  the  "Company") include the accounts  of  all  majority-owned
subsidiaries.  All  significant  intercompany  transactions  have   been
eliminated.

    In the opinion of the Company, the consolidated financial statements
reflect   all   adjustments  (consisting  only   of   normal   recurring
adjustments, except as set forth in the Notes to Consolidated  Financial
Statements) necessary to present fairly the financial position  for  the
interim periods presented.

   Presentations

   Certain prior period amounts have been reclassified to conform to the
current year's presentation.

   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

                                                                                            Retained                      
                                                   Shares                     Additional     Earnings                      
                                       Outstand-  Treasury          Common     Paid-In    (Accumulated                    
(Dollars and shares in thousands)         ing       Stock   Issued   Stock      Capital      Deficit)      Other*      Total
<S>                                    <C>        <C>       <C>     <C>      <C>           <C>         <C>         <C>
Balance at December 31, 1996.........   13,680      1,203   14,883   $ 149    $ 171,845     $ (46,395)  $ (16,579)  $ 109,020
                                                                                                                             
 Issuance of common stock under the                                                                                          
  Employee Stock Purchase Plan.......        7          -        7       -          125             -           -         125
 Exercises of stock options..........       16          -       16       -          137             -           -         137
 Foreign currency translation                                                                                                
  adjustment.........................        -          -        -       -            -             -        (276)       (276)
 Restricted stock award..............        -          -        -       -            -             -          26          26
 Change in unrealized gains (losses)                                                                                         
   on investments....................        -          -        -       -            -             -          (5)         (5)
 Purchase of treasury stock..........     (904)       904        -       -            -             -     (14,862)    (14,862)
 Net earnings........................        -          -        -       -            -        16,600           -      16,600
                                                                                                                             
Balance at March 31, 1997............   12,799      2,107   14,906     149      172,107       (29,795)    (31,696)    110,765
                                                                                                                             
 Issuance of common stock under the                                                                                          
  Employee Stock Purchase Plan.......       11          -       11       -          137             -           -         137
 Exercises of stock options..........       46          -       46       1          342             -           -         343
 Foreign currency translation                                                                                                
  adjustment.........................        -          -        -       -            -             -        (240)       (240)
 Restricted stock award..............        -          -        -       -            -             -          27          27
 Change in unrealized gains (losses)                                                                                          
   on investments....................        -          -        -       -            -             -         (92)        (92)
 Purchase of treasury stock..........     (241)       241        -       -            -             -      (3,712)     (3,712)
 Net earnings........................        -          -        -       -            -         2,694           -       2,694
                                                                                                                             
Balance at June 30, 1997.............   12,615      2,348   14,963   $ 150    $ 172,586     $ (27,101)  $ (35,713)  $ 109,922
</TABLE>

                                         6

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                                  JUNE 30, 1997

<TABLE>
<CAPTION>

*Other Stockholders' Equity Items

                                          Minimum     Foreign        Unearned    Unrealized                      
                                          Pension    Currency     Compensation-     Gains                        
                                         Liability  Translation     Restricted   (Losses) on    Treasury      
(Dollars in thousands)                  Adjustment  Adjustment        Stock      Investments      Stock     Total
<S>                                   <C>          <C>           <C>            <C>           <C>        <C>
Balance at December 31, 1996......... $    (6,631) $    (1,438)  $      (106)   $       36    $  (8,440) $ (16,579)
                                                                                                                 
Foreign currency translation                                                                                    
  adjustment.........................           -         (276)            -             -            -       (276)
Restricted stock award...............           -            -            26             -            -         26
Change in unrealized gains (losses)                                                                             
  on investments.....................           -            -             -            (5)           -         (5)
Purchase of treasury stock...........           -            -             -             -      (14,862)   (14,862)
                                                                                                                 
Balance at March 31, 1997............      (6,631)      (1,714)          (80)           31      (23,302)   (31,696)
                                                                                                                 
Foreign currency translation                                                                                    
  adjustment.........................           -         (240)            -             -            -       (240)
Restricted stock award...............           -            -            27             -            -         27
Change in unrealized gains (losses)                                                                              
  on investments.....................           -            -             -           (92)           -        (92)
Purchase of treasury stock...........           -            -             -             -       (3,712)    (3,712)
                                                                                                                 
Balance at June 30, 1997............. $    (6,631) $    (1,954)  $       (53)   $      (61)   $ (27,014) $ (35,713)
</TABLE>

                                         7

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                                  JUNE 30, 1997

3. DIVESTITURES

    The  Company  entered  into a transaction with  Structural  Dynamics
Research  Corporation ("SDRC") in December 1996 to sell its 50% interest
in  Metaphase  Technology,  Inc. and certain  assets  of  the  Company's
Product  Data  Management ("PDM") business.  The transaction,  effective
January  1, 1997, produced a gain in the first quarter of $15.0  million
or  $1.08 per share.  The following table represents the Company's  1996
pro forma results, excluding the divested PDM segment:

<TABLE>
<CAPTION>
                             Enterprise                                  
                            Integration    Technical     Product        
(Dollars in thousands)       Services       Services     Design       Total
<S>                         <C>            <C>         <C>          <C>
1st Quarter:                                                         
                                                                     
Software and Services       $ 20,988       $  3,885    $  6,788     $ 31,661
Maintenance and Repair             -         14,864           -       14,864
Hardware Products             16,541          1,403       4,629       22,573
     Total Revenues         $ 37,529       $ 20,152    $ 11,417     $ 69,098
                                                                     
Gross Profit %                 23.6%          36.8%       53.4%        32.4%
                                                                     
2nd Quarter:                                                         
                                                                     
Software and Services       $ 28,742       $  3,705    $  6,544     $ 38,991
Maintenance and Repair             -         14,208           -       14,208
Hardware Products             12,325            260       3,336       15,921
     Total Revenues         $ 41,067       $ 18,173    $  9,880     $ 69,120
                                                                     
Gross Profit %                 29.3%          39.3%       58.3%        36.0%
                                                                     
3rd Quarter:                                                         
                                                                     
Software and Services       $ 22,114       $  5,250    $  7,229     $ 34,593
Maintenance and Repair             -         13,615           -       13,615
Hardware Products             12,558            483       2,814       15,855
     Total Revenues         $ 34,672       $ 19,348    $ 10,043     $ 64,063
                                                                     
Gross Profit %                 27.0%          36.3%       56.8%        34.5%
                                                                     
4th Quarter:                                                         
                                                                     
Software and Services       $ 24,944       $  6,734    $  9,023     $ 40,701
Maintenance and Repair             -         13,359           -       13,359
Hardware Products             16,144            363       3,802       20,309
     Total Revenues         $ 41,088       $ 20,456    $ 12,825     $ 74,369
                                                                     
Gross Profit %                 26.5%          30.5%       53.2%        32.6%
                                                                     
Total Year:                                                          
                                                                     
Software and Services       $ 96,788       $ 19,574    $ 29,584     $145,946
Maintenance and Repair             -         56,046           -       56,046
Hardware Products             57,568          2,509      14,581       74,658
     Total Revenues         $154,356       $ 78,129    $ 44,165     $276,650
                                                                     
Gross Profit %                 26.8%          35.6%       55.2%        33.8%
</TABLE>

                                         8

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                                  JUNE 30, 1997

4. RESTRUCTURING RESERVES, CURRENT AND NONCURRENT

    During  the  fourth quarter of 1994, the Company  adopted  a  formal
restructuring plan resulting in a pre-tax restructuring charge of  $70.1
million.   At  the  end  of fiscal year 1996, the remaining  restructure
reserve  associated  with this plan totaled $12.2 million.   During  the
first  quarter of 1997, uses totaling $2.4 million reduced this  balance
to  $9.8  million.  First quarter 1997 uses were mainly attributable  to
severance of 28 employees, in addition to continuing lease and  facility
obligations.  During the second quarter, uses totaled $5.8  million  and
consisted  of  $4.5  million for the settlement  of  age  discrimination
actions  and  $1.3  million related to severance  of  36  employees,  in
addition  to  continuing lease and facility obligations.  The  remaining
reserve  balance of $4.0 million is included in other accruals  at  June
30,  1997  and  primarily represents severance and  facility  and  lease
obligations expected to be satisfied within the next year.

5. REPURCHASE OF STOCK

    Under a program approved by the Board of Directors and announced  in
July 1996, the Company repurchased 903,733 shares of common stock during
the  first quarter of 1997 and 241,000 shares of common stock during the
second quarter of 1997 for $14.9 million and $3.7 million, respectively.
A  total of 1,239,733 shares have been acquired for $20.4 million  since
the repurchase program was authorized.

6. SUBSEQUENT EVENTS

   In July 1997, the Company announced the signing of a merger agreement
with  CDSI  Holding Corporation, a company formed at  the  direction  of
Welsh, Carson, Anderson & Stowe, for CDSI Holding Corporation to acquire
all of the outstanding common shares of the Company at a price of $20.25
per  share.  CDSI Holding Corporation announced the commencement of  its
cash tender offer for the outstanding shares of the Company on July  15,
1997.   Approximately 89% of the presently outstanding common stock  had
been tendered pursuant to the offer, which expired on August 11, 1997.

                                         9

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Unaudited)
                              (Dollars in millions)
                                        
    The  following  discussion  presents management's  analysis  of  the
results  of  operations  for the first three  and  six  months  of  1997
compared  to  the  first three and six months of  1996  and  changes  in
financial condition from December 31, 1996 to June 30, 1997.

RESULTS OF OPERATIONS

    The  Company  provides Enterprise Integration software  and  service
solutions  that  include network design, installation  and  maintenance;
application  re-hosting to client-server architectures; the  integration
of  disparate  electronic  messaging systems;  and  corporate  directory
design  and  implementation.  Its Technical Services  offerings  include
hardware  and software maintenance services; rapid technology deployment
in  distributed environments; complex circuit board repair; and customer
service hotline support.  The Company's Product Design software provides
computer-aided  design ("CAD") software and services, primarily  to  the
discrete manufacturing industry.

    The Company 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                   Six Months Ended                  
                              June 30,    June 30,                June 30,    June 30,            
                                1997        1996      Change        1997        1996      Change  
<S>                           <C>        <C>         <C>          <C>        <C>         <C>
Software and services....     $ 35.2      $ 42.9     (17.9)%      $ 71.0      $ 82.8     (14.3)%
Maintenance and repair...       12.6        14.2     (11.3)%        24.8        29.1     (14.8)%
Hardware products........       12.5        18.4     (32.1)%        25.4        41.9     (39.4)%
                                                                                                    
   Total revenues........     $ 60.3      $ 75.5     (20.1)%      $121.2      $153.8     (21.2)%
</TABLE>

Revenues by Geography

<TABLE>
<CAPTION>
                               Three Months Ended                   Six Months Ended                
                              June 30,    June 30,                June 30,    June 30,            
                                1997        1996      Change        1997        1996      Change  
<S>                           <C>        <C>         <C>          <C>        <C>         <C>
Americas.................     $ 30.2      $ 33.3      (9.3)%      $ 60.3      $ 69.6     (13.4)%
Europe...................       23.9        26.3      (9.1)%        45.7        56.8     (19.5)%
Asia.....................        6.2        15.9     (61.0)%        15.2        27.4     (44.5)%
                                                                                                    
   Total revenues........     $ 60.3      $ 75.5     (20.1)%      $121.2      $153.8     (21.2)%
</TABLE>

    As a result of the divested PDM business (see note 3 of the Notes to
Consolidated  Financial Statements), the Company expects total  revenues
to  decline  from  1996  to  1997 on an  as  reported  basis.   Revenues
decreased  in the second quarter and the first six months of  1997  from
the  comparable periods of 1996 in all revenue categories.  The  largest
percentage  decrease was in hardware products revenues.   This  decrease
reflects  the  continuing  erosion of the Company's  installed  base  of
proprietary  hardware and the Company's continuing de-emphasis  on  low-
margin hardware activity.

                                        10

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

    Software and services revenues decreased on an as reported basis and
on  a  pro  forma  basis in the second quarter of 1997 compared  to  the
second quarter of 1996.  In the six months ended June 30, 1997, software
and  services revenues decreased on an as reported basis, but  increased
slightly on a pro forma basis compared to the first six months of  1996.
Software  and services revenues were affected in the second  quarter  of
1997 by project slippage into future quarters.

    Software  and  services revenues were 58.3% of the  Company's  total
revenues  in the second quarter of 1997, which is an increase  from  the
1996  as  reported and pro forma percentages of total revenues of  56.8%
and  56.4%,  respectively.  In addition, software and services  revenues
for  the  first  six  months of 1997 were 58.6% of the  Company's  total
revenues, an increase from the as reported and pro forma percentages  of
53.8% and 51.1%, respectively.

     The   Americas   operations  represented  50%,  Europe   operations
represented  40%, and Asia operations represented 10% of  the  Company's
total  second  quarter 1997 revenues.  Percentages by  geography,  as  a
percentage of the Company's total revenues, for the first six months  of
1997  were similar to the second quarter results.  Comparing to the same
periods  in  1996,  the  Americas share of total  Company  revenues  has
increased, the Asia share of the total has decreased and Europe  remains
fairly consistent.

Cost of Revenues and Gross Profit

<TABLE>
<CAPTION>
                               Three Months Ended                  Six Months Ended                                   
                              June 30,    June 30,               June 30,    June 30,             
                                1997        1996     Change        1997        1996     Change  
<S>                          <C>         <C>        <C>         <C>         <C>        <C>

  Software and services...    $ 21.6      $ 27.4     (21.2)%     $ 44.0      $ 53.7     (18.1)%   
  Maintenance and repair..       7.5         8.0      (6.3)%       15.4        17.2     (10.5)%   
  Hardware products.......       9.7        13.8     (29.7)%       19.2        30.9     (37.9)%   
Cost of revenues..........    $ 38.8      $ 49.2     (21.1)%     $ 78.6      $101.8     (22.8)%
Percentage of revenues....      64.4%       65.1%                  64.8%       66.2%          
Gross profit..............    $ 21.5      $ 26.3     (18.3)%     $ 42.6      $ 52.0     (18.1)%
Percentage of revenues....      35.6%       34.9%                  35.2%       33.8%          
</TABLE>

    The primary factor contributing to cost of revenues and gross profit
decreases in the second quarter and first six months of 1997 from  1996,
was  the  decline  in total revenues.  Gross profits  decreased  in  all
categories in the second quarter of 1997 versus both the as reported and
the pro forma gross profits of the comparable period in 1996.  While all
categories  decreased for the first six months of 1997 versus  the  same
period  in  1996  on an as reported basis, software and  services  gross
profits  increased 8% from the pro forma year-to-date gross  profits  of
$25.0 million.

    While  total gross profits decreased, total gross margin percentages
increased in the second quarter and first six months of 1997  on  an  as
reported  basis.   On  a  pro  forma  basis,  total  margin  percentages
increased  for the first six month of 1997, however, decreased  slightly
in  the second quarter compared to the same period in 1996.  Despite the
slight  decrease in total gross margin percentages in the second quarter
of 1997, software and services margin did increase in the second quarter
versus  both  the as reported and pro forma basis.  Margins continue  to
decrease in maintenance and repair and hardware products.  On a year-to-
date  basis, the majority of the gross margin improvement is within  the
Electronic  Commerce  business of the Company's  Enterprise  Integration
Services business segment and in the Product Design business segment.

                                        11

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)
                                        
    On  a  geography  basis, the Americas operations  had  gross  margin
percentage  improvement, while both the Europe and Asia  operations  had
little  change in the second quarter of 1997 from the second quarter  of
1996.   On  a  year-to-date  basis, Europe has gross  margin  percentage
improvement  in  1997 versus the comparable period in  1996,  while  the
Americas and Asia are relatively unchanged.

Operating Expenses

<TABLE>
<CAPTION>
                              Three Months Ended                 Six Months Ended                                   
                             June 30,    June 30,              June 30,    June 30,             
                               1997        1996     Change       1997        1996     Change  
<S>                         <C>         <C>        <C>        <C>         <C>        <C>

Selling, general and                                                                                       
  administrative........    $ 16.4      $ 21.7     (24.4)%    $ 34.3      $ 43.1     (20.4)%
Percentage of revenues..      27.2%       28.7%                 28.3%       28.0%          
Technical...............    $  2.8      $  3.1      (9.7)%    $  6.5      $  6.4       1.6 %
Percentage of revenues..       4.6%        4.2 %                 5.4%        4.2%          
</TABLE>

Selling,   general  and  administrative  (SG&A).   SG&A  expenses   have
decreased in the second quarter and the first six months of 1997  versus
both  the  as  reported basis and the pro forma basis of the  comparable
periods  in  1996  and  included  a $3.9  million  gain  for  a  pension
settlement, a $1.1 million charge for bad debt  associated with  an Asia 
contract, and a $1.3 million charge for write off of a prepaid  software
license.  The  second  quarter 1996 pro forma SG&A was $18.7 million  or
27.1% of revenues.  The first half 1996 pro forma SG&A was $36.9 million 
or 26.7% of  revenues.  This  expense decrease  in 1997 is the result of
downsizing actions  taken  by the Company and the divestiture of the PDM
business.  As a percentage of revenues, SG&A expenses increased in  1997
as a result of investments made in support of service provider partners.

Technical.  The second quarter 1997 technical expense has decreased from
the  comparable  period  in 1996 on an as reported  basis,  however,  is
unchanged  on  a pro forma basis.  Technical expense for the  first  six
months  of 1997 increased versus both the as reported and the pro  forma
basis  of  the comparable periods in 1996.  As a percentage of revenues,
technical  expense  has  increased in 1997 due  to  higher  spending  on
digital commerce products and services.

Nonoperating Income (Expenses)

<TABLE>
<CAPTION>
                              Three Months Ended                 Six Months Ended                                   
                             June 30,    June 30,              June 30,    June 30,
                               1997        1996     Change       1997        1996     Change  
<S>                         <C>         <C>        <C>        <C>         <C>        <C>

  Interest expense......      (0.1)          -                  (0.1)       (0.1)                
  Interest income.......       1.5         1.2                   2.8         2.4                  
  Other income..........       1.3         1.3                  17.4         2.5                  
Nonoperating income.....     $ 2.7       $ 2.5        8.0%    $ 20.1       $ 4.8      318.8%
Percentage of revenues..       4.5%        3.3%                 16.6%        3.1%          
</TABLE>

Interest expense.  Interest expense for the second quarter and the first
six months of 1997 was comparable to the same periods in 1996.

Interest  income.  Interest income increased in the second  quarter  and
the  first six months of 1997 versus the comparable periods in 1996  due
to higher average interest rate yields.

                                        12

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)
                                        
Other  income.  Other income, which includes such items as rental income
and exchange gain/loss, was comparable in the second quarter of 1997  to
the same period of 1996.  Other income increased in the first six months
of  1997  compared to the first six months of 1996 due to  the  gain  of
$15.0  million  from the sale of Metaphase and the PDM business  in  the
first quarter of 1997 (see note 3 of the Notes to Consolidated Financial
Statements).

Provision for Income Taxes

<TABLE>
<CAPTION>
                                 Three Months Ended          Six Months Ended
                                June 30,    June 30,        June 30,   June 30,  
                                  1997        1996            1997       1996    
<S>                             <C>         <C>             <C>        <C>
Provision for Income Taxes..     $ 2.3       $ 0.4           $ 2.6      $ 0.8       
Percentage of revenues......       3.7%        0.5%            2.1%       0.5%
</TABLE>

   A tax provision of $1.5 million was recorded in the second quarter of
1997 in association with the pension gain from the termination of a non-
U.S.  pension plan.  The gain from the Metaphase sale, recorded  in  the
first  quarter  of  1997, is sheltered by the Company's  U.S.  tax  loss
carryforwards and, therefore, the remainder of the provision for  income
taxes  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          Six Months Ended
(Earnings per share in dollars)  June 30,    June 30,       June 30,    June 30,  
                                   1997        1996           1997        1996    
<S>                              <C>         <C>            <C>         <C>
Net earnings................      $ 2.7       $ 3.7          $19.3       $ 6.5       
Percentage of revenues......        4.5%        4.8%          15.9%        4.3%
Earnings per share:                                                                          
 Primary....................      $ 0.20      $ 0.25         $ 1.42      $ 0.45      
 Fully diluted..............      $ 0.20      $ 0.25         $ 1.42      $ 0.45      
</TABLE>

    Excluding the $15.0 million gain from the sale of Metaphase and  the
PDM  business in the first quarter of 1997 (see note 3 of the  Notes  to
Consolidated Financial Statements), net earnings have decreased  in  the
second  quarter  and  first  six months of 1997  versus  the  comparable
periods of 1996.  The decrease is primarily attributable to the increase
in  provision  for income taxes partially offset by higher  nonoperating
income,   specifically  interest  income.   The  Metaphase   transaction
contributed $1.08 per share to the first half 1997 earnings per share of
$1.42.  Operating results for the six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the  year
ending December 31, 1997.

                                        13

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                                        
    The  following tables represent second quarter results for 1997  and
1996  and pro forma results for 1996.  The 1996 second quarter pro forma
results  are  based  on  the exclusion of the  Product  Data  Management
business  segment  (see  note 3 of the Notes to  Consolidated  Financial
Statements).

1997/1996 Pro Forma Revenues and Gross Profits

<TABLE>
<CAPTION>

(Dollars in thousands)         1997       Pro Forma             1996               
                            2nd Quarter   Percentage         2nd Quarter            
REVENUES                    As Reported     Change     As Reported   Pro Forma
<S>                        <C>           <C>           <C>          <C>
Software and services.... $      35,172       (9.8)% $      42,908 $    38,991
Maintenance and repair...        12,568      (11.5)%        14,208      14,208
Hardware products........        12,538      (21.2)%        18,415      15,921
    Total revenues....... $      60,278      (12.8)% $      75,531 $    69,120
                                                                              
Gross profit............. $      21,480      (13.8)% $      26,363 $    24,906
                                                                              
REVENUE DISTRIBUTION                                                          
                                                                              
Software and services....         58.3%                      56.8%       56.4%
Maintenance and repair...         20.9%                      18.8%       20.6%
Hardware products........         20.8%                      24.4%       23.0%
    Total revenues.......        100.0%                     100.0%      100.0%
                                                                              
Gross profit.............         35.6%                      34.9%       36.0%
</TABLE>

1997 2nd Quarter Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                                                  
                            Enterprise                                  
                            Integration     Product     Technical       
REVENUES                     Services       Design      Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $     25,190  $     5,887   $    4,095  $  35,172
Maintenance and repair...            -            -       12,568     12,568
Hardware products........        9,751        2,353          434     12,538
    Total revenues....... $     34,941  $     8,240   $   17,097  $  60,278
                                                                            
Gross profit.............        27.8%        59.2%        40.2%      35.6%
</TABLE>

1996 2nd Quarter Pro Forma Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                                                  
                            Enterprise                                  
                            Integration     Product     Technical       
REVENUES                     Services       Design      Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $     28,742  $     6,544   $    3,705  $  38,991
Maintenance and repair...            -            -       14,208     14,208
Hardware products........       12,325        3,336          260     15,921
    Total revenues....... $     41,067  $     9,880   $   18,173  $  69,120
                                                                            
Gross profit.............        29.3%        58.3%        39.3%      36.0%
</TABLE>

                                        14

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                                        
   The following tables represent year-to-date results for 1997 and 1996
and pro forma results for 1996.  The 1996 year-to-date pro forma results
are  based  on  the  exclusion of the Product Data  Management  business
segment (see note 3 of the Notes to Consolidated Financial Statements).

1997/1996 Pro Forma Revenues and Gross Profits

<TABLE>
<CAPTION>

(Dollars in thousands)          1997       Pro Forma             1996               
                            Year-to-Date   Percentage        Year-to-Date            
REVENUES                    As Reported      Change     As Reported   Pro Forma
<S>                        <C>            <C>          <C>           <C>
Software and services.... $       70,982        0.5 % $      82,771 $    70,652
Maintenance and repair...         24,853      (14.5)%        29,072      29,072
Hardware products........         25,396      (34.0)%        41,942      38,494
    Total revenues....... $      121,231      (12.3)% $     153,785 $   138,218
                                                                               
Gross profit............. $       42,633       (9.8)% $      52,029 $    47,269
                                                                               
REVENUE DISTRIBUTION                                                           
                                                                               
Software and services....          58.6%                      53.8%       51.1%
Maintenance and repair...          20.5%                      18.9%       21.0%
Hardware products........          20.9%                      27.3%       27.9%
    Total revenues.......         100.0%                     100.0%      100.0%
                                                                               
Gross profit.............          35.2%                      33.8%       34.2%
</TABLE>

1997 Year-to-Date Revenues and Gross Profits by Business Type

<TABLE>
<CAPTION>

(Dollars in thousands)                                                  
                            Enterprise                                  
                            Integration     Product     Technical       
REVENUES                     Services       Design      Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $     50,914  $    12,520   $    7,548  $  70,982
Maintenance and repair...            -            -       24,853     24,853
Hardware products........       19,190        4,690        1,516     25,396
    Total revenues....... $     70,104  $    17,210   $   33,917  $ 121,231
                                                                            
Gross profit.............        28.4%        61.0%        36.1%      35.2%
</TABLE>

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

<TABLE>
<CAPTION>

(Dollars in thousands)                                                  
                            Enterprise                                  
                            Integration     Product     Technical       
REVENUES                     Services       Design      Services     Total
<S>                        <C>           <C>           <C>         <C>
Software and services.... $     49,730  $    13,332   $    7,590  $  70,652
Maintenance and repair...            -            -       29,072     29,072
Hardware products........       28,866        7,965        1,663     38,494
    Total revenues....... $     78,596  $    21,297   $   38,325  $ 138,218
                                                                    
Gross profit.............        26.6%        55.7%        37.9%      34.2%
</TABLE>

                                        15

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

FINANCIAL CONDITION

    The Company's cash and short-term investments totaled $101.1 million
at June 30, 1997 representing 48.4% of total assets.  The Company has no
long-term debt.  Total cash and short-term investment balances increased
by $16.5 million from the corresponding December 31, 1996 balances.  The
primary factors in the increase were positive cash flow of $21.1 million
from  the  Metaphase and PDM sale and $11.1 million from the termination
of  a  non-U.S.  pension plan, $3.6 million from notes  receivable  from
Metaphase Technology, Inc., $6.1 million from working capital items, net
earnings  of  $19.3  million, which includes  a  gain  on  the  sale  of
Metaphase  and  PDM  for $15.0 million and a gain on  the  pension  plan
settlement  for  $3.9  million, depreciation and  amortization  of  $3.7
million  and  an  increase  in  short term borrowings  of  $3.7  million
partially  offset  by the purchase of treasury stock of  $18.6  million,
restructuring  payments of $7.9 million, capital  expenditures  of  $3.1
million,  noncurrent  assets of $2.7 million,  and  a  foreign  currency
transaction gain of $1.4 million.

    Stockholders'  equity increased by $0.9 million  in  the  first  six
months of 1997.  The increase was primarily due to net earnings of $19.3
million and the issuance of Common Stock of $0.7 million, offset in part
by  the  purchase  of  treasury stock of $18.6  million  and  a  foreign
currency translation adjustment of $0.5 million.

   As of June 30, 1997, the Company had available up to $13.9 million in
credit  facilities, primarily short-term notes and overdraft  facilities
under  bank  lines  of credit in certain international subsidiaries,  as
well as a domestic credit arrangement which provides up to $10.0 million
in unsecured short-term credit.

Outlook

     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  discussed
within this quarterly report regarding the outlook for Control Data  are
forward-looking  statements based on current expectations  that  involve
risks  and  uncertainties  that could cause  actual  results  to  differ
materially  from  those  expressed in such  forward-looking  statements.
Such  risks and uncertainties include, but are not limited to:  business
conditions  and growth in the general economy and electronic  messaging;
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 and directory solutions, 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.

                                        16

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

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

General.   The Company participates in the global market for  enterprise
network  communications  and  focuses its  expertise  in  messaging  and
directory   services  on  the  emerging  market  for  digital  commerce.
Specialized  software  vendors,  large  consulting  firms,  and  systems
integrators  also  compete  in these market segments.   There  are  many
smaller  firms  also active in these market segments with  no  one  firm
having a dominant position.

Certain of the firms in these markets offer outsourcing and other  types
of  long-term agreements with their customer base.  The result of  these
activities  is  to develop a backlog of business that  provides  a  more
predictable future revenue base.  Because the majority of the  Company's
core  business  activities  will continue to be  project-based,  revenue
predictability is difficult and quarterly volatility of earnings can  be
expected.

Revenues.   The Company expects total revenues to decline in  1997  from
1996 due to the sale of the PDM business, the continuing erosion of  the
Company's   installed   base  of  proprietary  hardware   and   software
maintenance revenues, and continuing de-emphasis on hardware  reselling.
Software  and  services revenues are expected to grow  in  1997  in  the
Company's Enterprise Integration Services business on a pro forma  basis
as compared to 1996.

Cost  of  revenues.  The Company's cost of revenues as a  percentage  of
revenues  is  expected to decrease and gross margins as a percentage  of
revenues are expected to increase in 1997.  Primary factors contributing
to  these  changes include the de-emphasis of low margin hardware  sales
and  expected  cost improvements associated with software  and  services
revenue.   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 1997 could be
volatile.

Selling,  general  and  administrative  expenses.   SG&A  expenses   are
expected to decrease in 1997 from 1996, primarily due to the divestiture
of the PDM business.  This decrease will be somewhat offset by increases
in  SG&A  expenses associated with planned marketing activities and  the
support of service provider partners in the digital commerce market.

Technical expenses.  Technical spending is expected to increase slightly
in  1997,  as  the Company continues its investment in digital  commerce
products.

Income  tax  rate.   In total, the Company had $100.5 million  of  gross
deferred  tax assets at December 31, 1996, which can be used  to  offset
taxes  on future earnings.  The Company maintains significant operations
outside the United States.  Some, but not all, of these operations  have
deferred  tax assets as of December 31, 1996 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.

Foreign  exchange.   A  large percentage of the  Company's  business  is
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.

                                        17

<PAGE>
                                     PART II
                                        
                                OTHER INFORMATION
                                        
ITEM 4  Submission of Matters to a Vote of Security Holders

        (a)   The  Annual  Meeting of the Registrant's stockholders  was
        held on May 14, 1997.

        (b)   Proxies for the Annual Meeting were solicited pursuant  to
        Regulation 14A under the Securities Exchange Act of 1934,  there
        was  no solicitation in opposition to management's nominees, and
        the  following persons were elected directors of the  Registrant
        to  serve  until  the  next annual meeting of  stockholders  and
        until  their  successors  shall  have  been  duly  elected   and
        qualified:
         
         <TABLE>
         <CAPTION>
         
         Nominee           Number of Votes For  Number of Votes Withheld
        <S>                <C>                  <C>
        W. Donald Bell         11,305,862               105,932
        Grant A. Dove          11,303,327               108,467
        Marcelo A. Gumucio     11,305,939               105,855
        W. Douglas Hajjar      11,307,209               104,585
        Keith A. Libbey        11,175,512               236,282
        James E. Ousley        11,302,660               109,134
        </TABLE>

        (c)   At  the  Annual  Meeting, the  stockholders  approved  the
        appointment   of  KPMG  Peat  Marwick  LLP  as   the   Company's
        independent auditors for the current fiscal year by  a  vote  of
        11,290,874  For,  16,423  Against, 104,497  Abstentions  and  no
        broker nonvotes.

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:  August 11, 1997         /s/ J. F. KILLORAN
                                   J. F. Killoran
                          Vice President and Chief Financial Officer
                         (Principal Financial and Accounting Officer)

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<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 JUNE 30, 1997.

 (11)  Computation of Earnings Per Common Share

 (27)  Financial Data Schedule


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