1
                                        
<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 MARCH 31, 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:  12,603,942
shares of Common Stock, $0.01 par value per share, as of May 5, 1997.
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                                    FORM 10-Q
                                 March 31, 1997
                                        
                                      INDEX
                                                                Page
                                                               
Part I - Financial Information:                                
                                                               
Consolidated Statements of Operations -                             
    Three months ended March 31, 1997 and                           
    March 31, 1996 .....................................           2
                                                               
Consolidated Balance Sheets -                                       
    March 31, 1997 and December 31, 1996 ...............           3
                                                               
Consolidated Statements of Cash Flows -                             
    Three months ended March 31, 1997 and                           
    March 31, 1996 .....................................           4
                                                               
Notes to Consolidated Financial Statements .............           6
                                                               
Management's Discussion and Analysis of Financial                   
    Condition and Results of Operations ................           9
                                                               
Part II - Other Information ............................          17
                                                               
Signature ..............................................          18
                                                               
Exhibit Index ..........................................          19
                                                               
                                        
                                        
                                        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     
                                            March 31,      March 31,  
                                              1997           1996     
<S>                                       <C>           <C>
REVENUES:                                                               
 Software and services.................    $ 35,810        $ 39,863         
 Maintenance and repair................      12,285          14,864         
 Hardware products.....................      12,858          23,527        
  Total revenues.......................      60,953          78,254        
COST OF REVENUES:                                                       
 Sotware and services..................      22,382          26,350        
 Maintenance and repair................       7,967           9,195         
 Hardware products.....................       9,451          17,043        
  Total cost of revenues...............      39,800          52,588        
  Gross profit.........................      21,153          25,666        
OPERATING EXPENSES:                                                     
 Selling, general and                                                   
  administrative.......................      17,893          21,409        
 Technical.............................       3,732           3,260         
  Total operating expenses.............      21,625          24,669        
  Earnings (loss) from operations......        (472)            997           
NONOPERATING INCOME (EXPENSES):                                         
 Interest expense......................         (27)           (112)         
 Interest income.......................       1,280           1,207         
 Gain on sale of business..............      15,000               -             
 Other income..........................       1,119           1,186         
  Total nonoperating income, net.......      17,372           2,281         
  Earnings before income taxes.........      16,900           3,278         
PROVISION FOR INCOME TAXES.............         300             400           
  Net earnings.........................    $ 16,600        $  2,878  
Primary earnings per common share                                       
  and common share equivalents.........    $   1.19        $   0.20 
                                                                        
Fully diluted earnings per common                                       
  share and common share equivalents...    $   1.19        $   0.20   
                                                                        
Weighted average common shares                                          
  outstanding (in thousands):                                           
  Primary..............................      13,950          14,287        
  Fully diluted........................      13,950          14,310        
</TABLE>

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

                                         2
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                     CONSOLIDATED BALANCE SHEETS (Unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                     ASSETS
                                                   March 31,     December 31,
                                                     1997            1996
                                                                                               
<S>                                                <C>            <C>
Current assets:                                                    
  Cash and short-term investments...............   $ 94,655        $ 84,610
  Trade and other receivables...................     70,456          84,198
  Inventories...................................     13,598          14,511
  Prepaid expenses and other current assets.....      4,883           3,809
    Total current assets........................    183,592         187,128
Investments and advances........................        554             601
Property, plant and equipment, net..............     16,399          17,497
Noncurrent trade and other receivables..........      5,615           4,820
Other noncurrent assets.........................     10,626          10,251
    Total assets................................   $216,786        $220,297
</TABLE>

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>            <C>
Current liabilities:                                                 
  Notes payable.................................   $  1,818        $    289
  Accounts payable..............................     10,851          15,773
  Customer advances and deferred income.........      6,962           6,649
  Accrued taxes.................................      5,509           6,610
  Accrued salaries and wages....................     11,385          11,579
  Restructure reserves, current portion.........      9,785           8,932
  Other accrued expenses........................     29,788          26,505
    Total current liabilities...................     76,098          76,337
Deferred income taxes...........................        477             469
Restructure reserves, less current portion......          -           3,290
Pension liabilities.............................     27,013          28,582
Other noncurrent liabilities....................      2,433           2,599
    Total liabilities...........................    106,021         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                             
    14,905,859 and 14,883,500 shares                                 
    as of March 31, 1997 and December 31,                            
    1996, respectively..........................        149             149
  Additional paid-in capital....................    172,107         171,845
  Accumulated deficit...........................    (29,795)        (46,395)
  Minimum pension liability adjustment..........     (6,631)         (6,631)
  Foreign currency translation adjustment.......     (1,714)         (1,438)
  Unearned compensation - restricted stock......        (80)           (106)
  Unrealized gains on investments...............         31              36
  Treasury stock, at cost (2,107,123 and                             
    1,203,390 shares as of March 31, 1997                            
    and December 31, 1996, respectively)........    (23,302)         (8,440)
    Total stockholders' equity..................    110,765         109,020
    Total liabilities and stockholders' equity..   $216,786        $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>
                                                             Three Months Ended
                                                           March 31,      March 31,
                                                             1997           1996
<S>                                                      <C>           <C>
Cash Flows from Operating Activities:                                   
  Net earnings ......................................     $ 16,600        $  2,878
  Adjustments to reconcile net earnings to net                          
    cash provided by (used in) operating activities:                    
      Gain on sale of business.......................      (15,000)              -
      Depreciation...................................        1,746           1,760
      Amortization...................................           73              92
      Foreign currency transaction gain..............         (713)           (502)
      Equity in earnings of affiliates...............          (12)           (337)
      Restructure reserves utilized..................       (2,200)         (2,878)
      Loss (gain) on sale of marketable securities                      
        and other assets.............................          (63)            117
      Net change in working capital items............        1,281          (4,896)
      Net change in noncurrent trade receivables.....         (850)           (217)
      Net change in other noncurrent assets..........         (673)           (358)
      Other..........................................          424             488
       Net cash provided by (used in) operating                         
         activities..................................          613          (3,853)
                                                                        
Cash Flows from Investing Activities:                                   
  Expended for property, plant and equipment.........       (1,398)         (2,082)
  Investment in affiliates...........................         (552)              -
  Proceeds from sales of property and equipment......          121              56
  Proceeds from divestitures of businesses,                             
    net of cash given................................       21,150               9
  Proceeds from notes receivable.....................        3,600               -
  Change in short-term investments...................       (3,868)          1,855
       Net cash provided by (used in) investing                         
         activities..................................       19,053            (162)
                                                                        
Cash Flows from Financing Activities:                                   
  Borrowings under short-term financing                                 
    arrangements, net................................        1,570             203
  Proceeds from issuance of common stock, net of                        
    issuance costs...................................          262           1,279
  Purchase of treasury stock.........................      (14,862)              -
       Net cash provided by (used in) financing                         
         activities..................................      (13,030)          1,482
                                                                        
Effect of Exchange Rate Changes on Cash..............         (459)           (171)
                                                                        
     Net change in cash and cash equivalents.........        6,177          (2,704)
                                                                        
     Cash and cash equivalents, beginning of period..        7,649          15,188
                                                                        
     Cash and cash equivalents, end of period........       13,826          12,484
     Short-term investments..........................       80,829          66,991
Cash and short-term investments, end of period.......     $ 94,655        $ 79,475
</TABLE>
                                        
                                   (Continued)
                                        
                                         4
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                           March 31,      March 31,
                                                             1997           1996
<S>                                                     <C>            <C>
Net Change in Working Capital Items:                                    
  Trade and other receivables........................      $ 7,903         $   515
  Inventories........................................          451           1,030
  Prepaid expenses and other current assets..........       (1,793)           (387)
  Accounts payable...................................       (4,424)         (8,068)
  Customer advances and deferred income..............        1,010           2,623
  Accrued taxes......................................         (744)            (10)
  Accrued salaries and wages.........................          491            (628)
  Other accrued expenses.............................       (1,613)             29
                                                                        
   Net change in working capital items...............      $ 1,281         $(4,896)
                                                                        
                                                                        
Supplemental Disclosures of Cash Flow Information:                      
  Cash paid (received) during the period for:                           
    Interest paid....................................      $    27         $   114
    Income taxes paid................................           96             105
    Income taxes refunded............................          (65)           (607)
</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)
                                 MARCH 31, 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                                                                                          
  on investments...................        -          -        -      -            -            -          (5)        (5)
 Issuance 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
</TABLE>

<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, 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                                                                                
  on investments...................          -           -              -           (5)             -           (5)
Issuance of treasury stock.........          -           -              -            -        (14,862)     (14,862)
                                                                                                          
Balance at March 31, 1997..........   $ (6,631)   $ (1,714)        $  (80)        $ 31       $(23,302)   $ (31,696)
</TABLE>

                                         6
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                                 MARCH 31, 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>

                                         7
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                                 MARCH 31, 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.   Also  during  the  first quarter  of  1997,  the  Company
announced  the settlement of pending age discrimination actions  against
Ceridian Corporation (the Company's former parent) and the Company.  The
Company's  aggregate  liability for such actions totaled  $4.5  million.
While  the  settlement was determined in the first quarter,  the  actual
payment  of  this  liability  was not made until  April  1,  1997,  thus
reducing the restructure reserve balance of $9.8 million to $5.3 million
at  the  start  of  the second quarter.  The remaining  reserve  balance
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 for $14.9 million.  A  total  of  1,239,733
shares  have  been acquired for $20.4 million, which includes  purchases
made in April 1997, since the repurchase program was authorized.

                                         8

<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 months of 1997 compared to the
first  three  months  of  1996 and changes in financial  condition  from
December 31, 1996 to March 31, 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
                               March 31,      March 31,                
                                 1997           1996       Change     
<S>                          <C>            <C>           <C>
Software and services.....     $ 35.8         $ 39.9       (10.3)%  
Maintenance and repair....       12.3           14.9       (17.4)%  
Hardware products.........       12.9           23.5       (45.1)%  
                                                                          
  Total revenues..........     $ 61.0         $ 78.3       (22.1)%  
</TABLE>

Revenues by Geography

<TABLE>
<CAPTION>
                                  Three Months Ended
                                March 31,      March 31,                
                                  1997           1996       Change     
<S>                          <C>            <C>           <C>
Americas..................      $ 30.2         $ 36.3       (16.8)%
Europe....................        21.8           30.5       (28.5)%
Asia......................         9.0           11.5       (21.7)%
                                                                       
  Total revenues..........      $ 61.0         $ 78.3       (22.1)%
</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 first quarter of 1997 from the first quarter of 1996 in
all  revenue  categories.   The  largest percentage  decreases  were  in
maintenance and repair and hardware products revenues.  These  decreases
reflect  the  continuing  erosion of the  Company's  installed  base  of
proprietary  hardware  and  software and the  Company's  continuing  de-
emphasis on low-margin hardware activity.

                                         9
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)
                                        
    While  software and services revenues decreased on  an  as  reported
basis in the first quarter of 1997, on a pro forma basis, total software
and services revenues grew 13% as compared to the first quarter of 1996.
The  majority of this growth was in the Company's Enterprise Integration
Services business segment which reported a 23% increase in software  and
services revenues on a pro forma basis.

    Software  and  services  revenues were 59% of  the  Company's  total
revenues  in  the  first  quarter of 1997.  This percentage  has  grown;
software  and services revenues were 51% and 46% of the Company's  total
revenues  in the first quarter of 1996 on an as reported and  pro  forma
basis, respectively.

    Revenues  by  geography,  as a percentage  of  the  Company's  total
revenues, have remained fairly consistent in the first quarter  of  1997
compared  to  the  first  quarter  of  1996.   The  Americas  operations
represented 49%, Europe operations represented 36%, and Asia  operations
represented  15%  of  the Company's total first quarter  1997  revenues.
First  quarter  1996  revenues, as a percentage of the  Company's  total
revenues, on an as reported and pro forma basis were:  Americas 46%  and
44%, Europe 39% and 39%, and Asia 15% and 17%, respectively.

Cost of Revenues and Gross Profit

<TABLE>
<CAPTION>
                                  Three Months Ended       
                                March 31,      March 31,                 
                                  1997           1996       Change      
<S>                          <C>             <C>           <C>
Software and services.....      $ 22.4         $ 26.4       (15.2)%
Maintenance and repair....         8.0            9.2       (13.0)%
Hardware products.........         9.4           17.0       (44.7)%
  Total cost of revenues..      $ 39.8         $ 52.6       (24.3)%
  Percentage of revenues..        65.2%          67.2%            
                                                                          
  Total gross profit......      $ 21.2         $ 25.7       (17.5)%
  Percentage of revenues..        34.8%          32.8%            
</TABLE>

    The primary factor contributing to cost of revenues and gross profit
decreases  in  the first quarter of 1997 from 1996, was the  decline  in
total  revenues.   Total  maintenance and repair and  hardware  products
gross profits decreased in the first quarter of 1997 versus both the  as
reported  and  the pro forma gross profits of the comparable  period  in
1996.   There  was  little  change in the software  and  services  gross
profits of $13.4 million from the as reported gross profits of the first
quarter in 1996.  However, software and services gross profits increased
27%  from  the  pro  forma  first quarter 1996 gross  profits  of  $10.6
million.

    While  total  gross  profits  decreased,  the  total  gross  margins
increased  in the first quarter of 1997 versus both the as reported  and
the  pro  forma  margins  of the comparable  period  in  1996.   Margins
decreased in maintenance and repair and hardware products, but increased
in  software  and  services  with continued  improvement  in  consulting
margins.   The  majority of the gross margin improvement is  within  the
Electronic  Commerce  business of the Company's  Enterprise  Integration
Services  business  segment.  Hardware products  sales  constitute  low-
margin  activity,  and  as the Company continues  to  de-emphasize  this
business,  total  margins should increase.  On a  geography  basis,  the
Europe operations had significant total gross margin improvement,  while
both  the  Americas and Asia operations had little change in  the  first
quarter of 1997 from the first quarter of 1996.

                                        10
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS (Unaudited) (Continued)
                              (Dollars in millions)

Operating Expenses

<TABLE>
<CAPTION>
                                  Three Months Ended      
                                March 31,      March 31,               
                                  1997           1996      Change     
<S>                          <C>            <C>          <C>
Selling, general and                                                  
  administrative..........      $ 17.9         $ 21.4      (16.4)% 
Percentage of revenues....        29.3%          27.3%             
                                                                        
Technical.................       $ 3.7          $ 3.3       12.1 % 
Percentage of revenues....         6.1%           4.2%             
</TABLE>

Selling,   general  and  administrative  (SG&A).   SG&A  expenses   have
decreased in the first quarter of 1997 versus both the as reported basis
and the pro forma basis of the comparable period in 1996.  SG&A on a pro
forma  basis  was $18.2 million or 26.4% of revenues.  This decrease  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 increase in technical expense is the result  of  higher
spending on digital commerce products and services.

Nonoperating Income (Expenses)

<TABLE>
<CAPTION>
                                  Three Months Ended      
                                March 31,      March 31,              
                                  1997           1996      Change    
<S>                           <C>           <C>          <C>
Interest expense..........           -           (0.1)                  
Interest income...........         1.3            1.2                    
Other income..............        16.1            1.2                    
  Nonoperating income, net      $ 17.4          $ 2.3      656.5% 
  Percentage of revenues..        28.5%           2.9%           
</TABLE>

Interest  expense.  Interest expense increased slightly due  to  higher
average daily short-term borrowings.

Interest  income.   Interest income increased slightly  due  to  higher
average interest rate yields.

Other  income.  Included in the first quarter 1997 is the gain of $15.0
million from the sale of Metaphase and the PDM business (see note 3  of
the  Notes to Consolidated Financial Statements).  This transaction was
the  primary  factor for the increase from the first quarter  of  1996.
There  was  little  difference between comparable  quarters  for  other
items, such as rental income and exchange gain/loss.

                                        11
<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        
                                   March 31,      March 31,    
                                     1997           1996       
<S>                              <C>            <C>
Provision for Income Taxes..        $ 0.3          $ 0.4             
Percentage of revenues......          0.5%           0.5%  
</TABLE>

     The gain from the Metaphase sale is sheltered by the Company's U.S.
tax loss carryforwards and, therefore, the provision for income taxes in
the  first  quarter of 1997 and the comparable period  in  1996  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         
(Earnings per share in dollars)      March 31,      March 31,    
                                       1997           1996       
<S>                                <C>             <C>
Net earnings................         $ 16.6          $  2.9               
Percentage of revenues......           27.2%            3.7%     
Earnings per share:                                                 
 Primary....................         $ 1.19          $ 0.20            
 Fully diluted..............         $ 1.19          $ 0.20            
</TABLE>

      The  net  earnings  increase is primarily attributable  to  higher
nonoperating income, and, more specifically, the $15.0 million gain from
the  sale of Metaphase and the PDM business (see note 3 of the Notes  to
Consolidated Financial Statements).  This transaction contributed  $1.08
per  share to the total first quarter 1997 earnings per share of  $1.19.
Lower  operating  expenses also contributed to higher  earnings  in  the
first  quarter  of 1997.  Operating results for the three  months  ended
March 31, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.

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

    The  following tables represent first quarter results for  1997  and
1996  and pro forma results for 1996.  The 1996 first 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           
                            1st Quarter   Percentage         1st Quarter       
REVENUES                    As Reported     Change     As Reported   Pro Forma
<S>                        <C>           <C>           <C>          <C>
Software and services.... $     35,810       13.1 % $      39,863 $    31,661
Maintenance and repair...       12,285      (17.4)%        14,864      14,864
Hardware products........       12,858      (43.0)%        23,527      22,573
    Total revenues....... $     60,953      (11.8)% $      78,254 $    69,098
                                                                              
Gross profit............. $     21,153       (5.4)% $      25,666 $    22,363
                                                                              
REVENUE DISTRIBUTION                                                          
                                                                              
Software and services....        58.8%                      50.9%       45.8%
Maintenance and repair...        20.1%                      19.0%       21.5%
Hardware products........        21.1%                      30.1%       32.7%
    Total revenues.......       100.0%                     100.0%      100.0%
                                                                              
Gross profit.............        34.7%                      32.8%       32.4%
</TABLE>

1997 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....   $  25,723   $    6,633   $    3,454   $  35,810
Maintenance and repair...           -            -       12,285      12,285
Hardware products........       9,439        2,337        1,082      12,858
    Total revenues.......   $  35,162   $    8,970   $   16,821   $  60,953
                                                                            
Gross profit.............       28.7%        62.6%        32.3%       34.7%
</TABLE>

1996 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....   $  20,988   $    6,788   $    3,885   $  31,661
Maintenance and repair...           -            -       14,864      14,864
Hardware products........      16,541        4,629        1,403      22,573
    Total revenues.......   $  37,529   $   11,417   $   20,152   $  69,098
                                                                            
Gross profit.............       23.6%        53.4%        36.8%       32.4%
</TABLE>

                                        13
<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 $94.7 million
at  March 31, 1997 representing 43.7% of total assets.  The Company  has
no  long-term  debt.   Total  cash  and short-term  investment  balances
increased  by  $10.0 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, $3.6  million  from
notes  receivable  from Metaphase Technology, Inc.,  $1.3  million  from
working  capital items, net earnings of $16.6 million, which includes  a
gain  on  the  sale of Metaphase and PDM for $15.0 million, depreciation
and  amortization  of  $1.8  million  and  an  increase  in  short  term
borrowings of $1.6 million partially offset by the purchase of  treasury
stock  of $14.9 million, restructuring payments of $2.2 million, capital
expenditures of $1.4 million, and noncurrent trade receivables  of  $0.9
million.

    Stockholders'  equity increased by $1.7 million in the  first  three
months of 1997.  The increase was primarily due to net earnings of $16.6
million,  offset  in  part by the purchase of treasury  stock  of  $14.9
million.

    As  of March 31, 1997, the Company had available up to $14.2 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.

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

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.

    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.

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

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.

                                        16
<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.
<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:  May 9, 1997                 /s/     J. F. KILLORAN
                                           J. F. Killoran
                             Vice President and Chief Financial Officer
                            (Principal Financial and Accounting Officer)

                                        18
<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 MARCH 31, 1997.

(11)  Computation of Earnings Per Common Share

(27)  Financial Data Schedule

                                        19