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

X QUARTERLY  REPORT  UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
  ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995

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

  Commission File Number 0-20252

                           Control Data Systems, Inc.
               (Exact name of Registrant as Specified in Charter)
                                        
            Delaware                                       41-1718075
  (State or other jurisdiction                          (I.R.S. Employer
        of incorporation)                              Identification No.)

                                  ------------
                                        
                           4201 Lexington Avenue North
                        Arden Hills, Minnesota 55126-6198
               (Address of principal executive offices) (Zip Code)
                                        
       Registrant's telephone number, including area code: (612) 482-2401
                                        
      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been  subject  to such filing requirements for the past 90  days.   X   Yes
    No

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                                        
      Indicate  the  number of shares outstanding of each of  the  issuer's
classes of common stock as of the latest practicable: 12,880,154 shares  of
Common Stock, $0.01 par value per share, as of November 7, 1995.
   
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                                    FORM 10-Q
                               September 30, 1995
                                        
                                      INDEX
                                                                    Page
                                                                    
Part I - Financial Information:                                     
                                                                    
Consolidated Statements of Operations -                             
Three and nine months ended September 30, 1995                      
and October 1, 1994.......................................            2
                                                                       
Consolidated Balance Sheets -                                          
September 30, 1995 and December 31, 1994..................            3
                                                                       
Consolidated Statements of Cash Flows -                                
Nine months ended September 30, 1995 and October 1, 1994..            4
                                                                    
Notes to Consolidated Financial Statements................            6
                                                                    
Management's Discussion and Analysis of Financial                   
Condition and Results of Operations.......................           10
                                                                    
Part II - Other Information...............................           17
                                                                    
Signature.................................................           18
                                                                    
Exhibit Index.............................................           19
                                                                    
<PAGE>
                                     PART 1

                              FINANCIAL INFORMATION
                                        
Item 1.  FINANCIAL STATEMENTS

                           CONTROL DATA SYSTEMS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                   Three Months Ended               Nine Months Ended
                                               September 30,     October 1,    September 30,     October 1,
                                                   1995             1994           1995             1994
<S>                                        <C>              <C>             <C>            <C>
REVENUES:                                                                                    
 Net sales and rentals..................   $        55,191 $        63,693  $      211,740 $       239,347
 Services...............................            50,049          49,953         152,652         151,203
   Total revenues.......................           105,240         113,646         364,392         390,550
COST OF REVENUES:                                                                                         
 Net sales and rentals..................            37,163          47,585         150,996         175,050
 Services...............................            38,915          38,088         118,032         111,577
   Total cost of revenues...............            76,078          85,673         269,028         286,627
   Gross profit.........................            29,162          27,973          95,364         103,923
OPERATING EXPENSES:                                                                                       
 Selling, general and                                                                                     
  administrative........................            28,261          30,741          88,819          97,432
 Technical..............................             2,445           3,190           6,920          10,420
   Total operating expenses.............            30,706          33,931          95,739         107,852
   Loss from operations.................            (1,544)         (5,958)           (375)         (3,929)
OTHER INCOME (EXPENSES):                                                                                  
 Interest expense.......................              (236)           (316)           (963)           (979)
 Interest income........................             1,263           1,058           4,241           3,351
 Other income, net......................             1,449             790           3,389             104
   Total other income, net..............             2,476           1,532           6,667           2,476
   Earnings (loss) before income taxes..               932          (4,426)          6,292          (1,453)
PROVISION FOR INCOME TAXES..............               300             549           1,200           1,480
   Net earnings (loss)..................   $           632 $        (4,975) $        5,092 $        (2,933)
Primary earnings (loss) per common share                                                                  
   and common share equivalents.........   $          0.05 $         (0.36) $         0.40 $         (0.21)
Fully diluted earnings (loss) per common                                                                  
   share and common share equivalents...   $          0.05 $         (0.36) $         0.37 $         (0.21)
Weighted average common shares                                                                            
   outstanding (in thousands)                                                                             
   Primary..............................            13,064          13,780          12,897          13,734
   Fully diluted........................            13,487          13,780          13,627          13,734
</TABLE>

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

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                     ASSETS
                                                     September 30,   December 31,
                                                         1995            1994
                                                      (Unaudited)                 
<S>                                                <C>             <C>
Current assets:                                                     
  Cash and short-term investments................  $       83,642  $      85,415
  Trade and other receivables....................          87,488        121,829
  Inventories....................................          23,329         38,241
  Prepaid expenses and other current assets......           6,277          6,756
    Total current assets.........................         200,736        252,241
Investments and advances.........................             975            133
Property and equipment, net......................          17,367         20,727
Leased and data center equipment, net............           1,047          1,901
Noncurrent trade and other receivables...........           4,536          7,330
Goodwill, net....................................               -         10,187
Other noncurrent assets..........................           9,647          8,049
    Total assets.................................  $      234,308  $     300,568
</TABLE>

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                <C>             <C>
Current liabilities:                                                
  Notes payable..................................  $        1,073  $       2,933
  Accounts payable...............................          18,589         41,004
  Customer advances and deferred income..........          10,376         24,254
  Accrued taxes..................................           6,854          4,515
  Accrued salaries and wages.....................          14,062         14,320
  Restructure reserves, current portion..........          23,457         36,698
  Other accrued expenses.........................          27,675         35,176
    Total current liabilities....................         102,086        158,900
Deferred income taxes............................             643            616
Restructure reserves, less current portion.......           7,519         18,240
Pension liabilities..............................          36,081         34,019
Other noncurrent liabilities.....................           5,152          6,487
    Total liabilities............................         151,481        218,262
                                                                                
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 and                                    
    outstanding 12,801,058 and 13,803,492                                       
    shares as of September 30, 1995 and                                         
    December 31, 1994, respectively..............             140            138
  Additional paid-in capital.....................         162,123        161,105
  Retained earnings..............................         (66,149)       (71,241)
  Minimum pension liability adjustment...........          (6,957)        (6,957)
  Foreign currency translation adjustment........             781          (739)
  Treasury stock, at cost........................          (7,111)              -
    Total stockholders' equity...................          82,827         82,306
    Total liabilities and stockholders' equity...  $      234,308  $     300,568
</TABLE>

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

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                               Nine Months Ended        
                                                          September 30,    October 1,
                                                             1995             1994
<S>                                                    <C>              <C>
Cash Flows from Operating Activities:                                    
  Net earnings (loss)................................  $         5,092  $     (2,933)
  Adjustments to reconcile net earnings (loss) to net                                 
    cash provided by (used in) operating activities:                                  
      Depreciation...................................            8,626        11,251
      Amortization...................................            1,014         3,437
      Foreign currency transaction (gain) loss.......             (524)         (798)
      Equity in (gains) losses of affiliates.........             (832)          714
      Restructure reserves utilized..................          (17,380)      (16,276)
      (Gain) loss on sale of marketable securities                                    
        and other assets.............................             (336)          342
      Net change in working capital items............            4,444         3,967
      Net change in noncurrent trade receivables.....            2,833         2,964
      Net change in other noncurrent assets..........           (1,904)       (1,920)
      Other..........................................              112          (791)
       Net cash provided by (used in) operating                                       
         activities..................................            1,145           (43)
                                                                                      
Cash Flows from Investing Activities:                                                 
  Expended for property and equipment................           (7,601)       (5,956)
  Expended for leased and data center equipment......           (1,485)         (769)
  Investment in affiliates...........................                -          (518)
  Proceeds from sales of property and equipment......              677           795
  Acquisitions of businesses, net of cash provided...             (546)       (3,844)
  Dispostions of businesses, net of cash given.......            8,139             -
  Change in short-term investments...................            1,726         1,679
       Net cash provided by (used in) investing                                       
         activities..................................              910        (8,613)
                                                                                      
Cash Flows from Financing Activities:                                                 
  Borrowings under short-term financing                                               
    arrangements, net                                            3,389         3,732
  Proceeds from issuance of common stock, net of                                      
    issuance costs...................................            1,020         1,296
  Purchase of treasury stock.........................           (7,111)            -
       Net cash (used in) provided by financing                                       
          activities..................................          (2,702)        5,028
                                                                                      
 Effect of Exchange Rate Changes on Cash..............             580           322
                                                                                      
     Net change in cash and cash equivalents.........              (67)       (3,306)
     Cash and cash equivalents, beginning of period..           17,277        19,164
                                                                                      
     Cash and cash equivalents, end of period........           17,210        15,858
     Short-term investments..........................           66,412        60,792
Cash and short-term investments, end of period.......  $        83,622  $     76,650
</TABLE>
                                        
                                   (Continued)
<PAGE>
                           CONTROL DATA SYSTEMS, INC.
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                              Nine Months Ended        
                                                          September 30,    October 1,
                                                              1995            1994
<S>                                                    <C>              <C>
Net Change in Working Capital Items:                                     
  Trade and other receivables........................  $         9,695  $     22,677
  Inventories........................................            3,011        12,106
  Prepaid expenses and other current assets..........             (213)          294
  Accounts payable...................................            3,759       (16,614)
  Customer advances and deferred income..............          (11,064)       (6,410)
  Accrued taxes......................................            4,995        (2,420)
  Accrued salaries and wages.........................             (295)          947
  Other accrued expenses.............................           (5,444)       (6,613)
                                                                                      
   Net change in working capital items...............  $         4,444  $      3,967
                                                                                      
                                                                                      
Supplemental Disclosures of Cash Flow Information:                                    
  Cash paid (received) during the period for:                                         
    Interest paid....................................  $           968  $        989
    Income taxes paid................................              779         2,330
    Income taxes refunded............................           (7,708)         (646)
</TABLE>

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

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                               SEPTEMBER 30, 1995
                                        
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Principles of Consolidation

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

   Net Earnings (Loss) Per Share

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

2. STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

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

                                                 Shares                    Additional                              
                                     Outstand-  Treasury          Common     Paid-In   Retained                    
(Dollars and shares in thousands)       ing       Stock   Issued  Stock      Capital   Earnings     Other*     Total
<S>                                  <C>        <C>       <C>    <C>     <C>          <C>        <C>        <C>
Balance at December 31, 1994.......     13,803         -  13,803 $   138 $    161,105 $ (71,241) $  (7,696) $  82,306
                                                                                                                    
 Issuance of common stock under the                                                                                 
  Employee Stock Purchase Plan.....         15         -      15       -           81         -          -         81
 Exercises of stock options........         34         -      34       -          165         -          -        165
 Foreign currency translation                                                                                       
  adjustment.......................          -         -       -       -            -         -     (1,902)    (1,902)
 Purchase of treasury stock,                                                                                        
  at cost..........................     (1,185)    1,185       -       -            -         -     (7,111)    (7,111)
 Net earnings......................          -         -       -       -            -     2,199          -      2,199
                                                                                                                    
Balance at March 31, 1995..........     12,667     1,185  13,852     138      161,351   (69,042)   (16,709)    75,738
                                                                                                                    
 Issuance of common stock under the                                                                                 
  Employee Stock Purchase Plan.....         16         -      16       -           91         -          -         91
 Exercises of stock options........         33         -      33       1          201         -          -        202
 Foreign currency translation                                                                                       
  adjustment.......................          -         -       -       -            -         -        712        712
 Net earnings......................          -         -       -       -            -     2,261          -      2,261
                                                                                                                    
Balance at June 30, 1995...........     12,716     1,185  13,901 $   139 $    161,643 $ (66,781) $ (15,997) $  79,004
                                                                                                                    
 Issuance of common stock under the                                                                                 
  Employee Stock Purchase Plan.....         13         -      13       -           77         -          -         77
 Exercises of stock options........         72         -      72       1          403         -          -        404
 Foreign currency translation                                                                                       
  adjustment.......................          -         -       -       -            -         -      2,710      2,710
 Net earnings......................          -         -       -       -            -       632          -        632
                                                                                                                    
Balance at September 30, 1995......     12,801     1,185  13,986 $   140 $    162,123 $ (66,149) $ (13,287) $  82,827
</TABLE>

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                               SEPTEMBER 30, 1995

2.   STOCKHOLDERS' EQUITY (Continued)

<TABLE>
<CAPTION>

*Other Stockholders' Equity Items

                                        Minimum     Foreign                       
                                        Pension    Currency                       
                                       Liability  Translation   Treasury      
                                      Adjustment  Adjustment      Stock     Total
<S>                                 <C>          <C>           <C>        <C>
Balance at December 31, 1994....... $    (6,957) $       (739) $       -  $ (7,696)
                                                                                  
 Foreign currency translation                                                     
  adjustment.......................           -        (1,902)         -    (1,902)
 Purchase of treasury stock,                                                      
  at cost..........................           -             -     (7,111)   (7,111)
                                                                                  
Balance at March 31, 1995..........      (6,957)       (2,641)    (7,111)  (16,709)
                                                                                  
 Foreign currency translation                                                     
  adjustment.......................           -           712          -       712
                                                                                  
Balance at June 30, 1995........... $    (6,957) $     (1,929) $  (7,111) $(15,997)
                                                                                  
 Foreign currency translation                                                     
  adjustment.......................            -        2,710          -     2,710
                                                                                  
Balance at September 30, 1995...... $    (6,957) $         781 $  (7,111) $(13,287)
</TABLE>

3. INVESTMENT IN METAPHASE TECHNOLOGY, INC.

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

<TABLE>
<CAPTION>

                                      Three Months Ended                     Nine Months Ended
                                September 30,    September 30,        September 30,      September 30,         
(Dollars in thousands)              1995             1994                 1995               1994              
<S>                           <C>              <C>                  <C>                <C>
Net sales...................  $        5,649   $         2,030      $       10,098     $        4,344         
Earnings (loss) before                                                                                 
  income taxes..............           2,534                65                 978             (1,420)       
Net earnings (loss).........           2,534                63                 966             (1,427)       
</TABLE>

<TABLE>
<CAPTION>
                                September 30,      December 31,
(Dollars in thousands)              1995               1994
<S>                           <C>              <C>
Current assets..............  $        5,093   $         3,177
Noncurrent assets...........             749               551
Current liabilities.........           1,263             2,244
Noncurrent liabilities......           8,834             6,760
</TABLE>

4. RELATED PARTY TRANSACTION

  In August 1992, an agreement was signed between Silicon Graphics, Inc.
("SGI")  and  the Company to purchase 1,185,224 shares of the  Company's
Common Stock for an aggregate amount of $14.4 million.  On February  14,
1995, the Company repurchased 1,185,224 shares of its common stock  from
SGI for an aggregate purchase price of $7.1 million.

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                               SEPTEMBER 30, 1995

5. DISPOSITIONS

    On  August  31,  1995,  the  Company  completed  the  sale  of  five
international product distribution operations to AmeriData Technologies,
Inc. ("AmeriData").  The Company sold to AmeriData all of the issued and
outstanding  capital  stock  of Control  Data  operations  in   Austria,
Norway,  and  United Kingdom (Plc).  Additionally, the Company  sold  to
AmeriData  certain assets and the assumption of certain  liabilities  of
Control  Data  operations in Mexico, Canada, and United  Kingdom  (Ltd).
The  total consideration received for this disposition was $11.2 million
in  cash, subject to adjustment, when the August 31, 1995 book value  of
the  applicable assets and liabilities were agreed upon by  the  parties
following   the  closing.   Net  identifiable  assets  and   liabilities
transferred   to  AmeriData  were  $47.2  million  and  $41.6   million,
respectively.   On  October 31, 1995, post-closing adjustments  of  $1.5
million,  to  reduce the proceeds received by the Company,  were  agreed
upon  by  the  parties.   These adjustments will  be  reflected  in  the
Company's  consolidated  financial statements in  fourth  quarter  1995.
Results  of operations, assets, and liabilities for the operations  sold
are  included in the Company's consolidated financial statements through
the effective date of disposition.

   Also  included in the August 31, 1995 sale agreement was a  provision
for  the sale of international product distribution operations in Greece
and  Portugal to AmeriData.  On October 31, 1995, the Company  completed
the sale to AmeriData all of the issued and outstanding capital stock of
the  Control  Data  operation  in  Portugal.   The  total  consideration
received  for this disposition was approximately $1.0 million  in  cash,
which  amount is subject to adjustment, if needed, when the October  31,
1995 book value of the applicable assets and liabilities are agreed upon
by  the parties following the closing.  The sale of operations in Greece
is anticipated to close in November 1995, with an effective closing date
expected to be October 31, 1995.

  The following represents the unaudited pro forma results of operations
and assumes that the August 31, 1995, and October 31, 1995, dispositions
described above occurred as of the beginning of the respective periods.

<TABLE>
<CAPTION>
                                                   Nine Months             
                                                      Ended           Year Ended
                                                  September 30,      December 31,
(Dollars in thousands, except per share data)          1995              1994
<S>                                            <C>               <C>
Revenues...........................            $       235,626   $       336,402
Net earnings (loss)................                      9,424           (91,478)
Net earnings (loss) per share......            $          0.73   $         (6.66)
Weighted average common shares                                                 
  outstanding (in thousands).......                     12,897            13,740
</TABLE>

6. RESTRUCTURING RESERVES, CURRENT AND NONCURRENT

    Over  the  past  several years, the Company  has  focused  its  core
business  through  a series of initiatives.  The Company  continues  its
transition  from  a developer and manufacturer of proprietary  mainframe
computer  systems  to  the  marketing and integration  of  open  systems
hardware,  software,  and consulting services.  Noncash  items  and  net
reclassifications  and  transfers in the third  quarter  1995  consisted
primarily  of  activities associated with the dispositions discussed  in
footnote  5.  The combination of proceeds on the dispositions  of  $11.2
million  and  the reclassification of other cash items of $9.5  million,
mainly  severance  actions planned in the sold international  operations
which  were  no  longer  necessary given the sale,  offset  the  noncash
activity associated with the transaction.  Noncash activity in the third
quarter  1995  included the write-off of goodwill of $9.8  million,  net
book  value of operations sold to AmeriData on August 31, 1995, of  $5.6
million,  foreign  currency translation balances of  $4.0  million,  and
other net book value

<PAGE>
                           CONTROL DATA SYSTEMS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
                               SEPTEMBER 30, 1995

6. RESTRUCTURING RESERVES, CURRENT AND NONCURRENT (Continued)

adjustments  of $0.5 million.  Restructuring related cash  payments  for
the  AmeriData  transaction totalled approximately $0.8 million  in  the
third quarter 1995.

   Cash  outlays in the third quarter 1995 consisted primarily  of  $3.4
million  for  severance costs related to the reduction of the  worldwide
workforce by approximately 90 individuals and $4.7 million for lease and
other   facility  obligations  related  to  commitments   under   leases
throughout the United States, Canada, and Europe.  Cash outlays for  the
first nine months of 1995 totaled $17.4 million, consisting primarily of
$9.3  million  for  severance costs related  to  the  reduction  of  the
worldwide  workforce by approximately 200 individuals and  $6.7  million
for  lease  and other facility obligations related to commitments  under
leases  throughout the United States, Canada, and Europe.  Cash  outlays
for  the  third  quarter and the first nine months of  1995  were  below
Company  expectations  due  in  part to  lower  than  planned  severance
activity  in its international operations because of delays  in  legally
required  procedures  for  such activities.   In  addition,  restructure
activities  in  certain international locations were delayed  while  the
AmeriData transaction discussed in note 5 was negotiated.

   The following table represents the Company's restructuring activities
for the first nine months of 1995:

<TABLE>
<CAPTION>
                                                Asset          Lease       Foreign                       
                                             Revaluations    and Other    Currency                       
                                  Severance      and          Facility   Translation                     
(Dollars in thousands)              Costs     Write-offs    Obligations  Adjustment     Other      Total
<S>                             <C>         <C>            <C>           <C>           <C>       <C>
Balance at December 31, 1994..  $    33,329 $           -  $     13,840  $           - $  7,769 $  54,938
                                                                                                         
 Noncash items................            -           (10)            -        2,156          -     2,146
 Reclassifications                                                                                       
  and transfers, net..........          456            (4)           19         (155)      (316)        -
 Foreign currency                                                                                        
  translation adjustment......        1,473            14           360       (2,001)       154         -
 Cash payments................       (3,731)            -          (725)           -       (350)   (4,806)
                                                                                                         
Balance at March 31, 1995.....       31,527             -        13,494            -      7,257    52,278
                                                                                                         
 Noncash items................            -          (200)            -          199          -        (1)
 Reclassifications                                                                                       
  and transfers, net..........         (181)          190            55         (235)       171         -
 Foreign currency                                                                                        
  translation adjustment......          (81)           10            48           36        (13)        -
 Cash payments................       (2,124)            -        (1,241)           -       (542)   (3,907)
                                                                                                         
Balance at June 30, 1995......       29,141             -        12,356            -      6,873    48,370
                                                                                                         
 Noncash items................            -          (576)            -       (3,953)   (15,398)  (19,927)
 Reclassifications                                                                                       
  and transfers, net..........       (6,802)          576        (3,089)       3,642     16,873    11,200
 Foreign currency                                                                                        
  translation adjustment......         (258)            -           (55)         311          2         -
 Cash payments................       (3,435)            -        (4,665)           -       (567)   (8,667)
                                                                                                         
Balance at September 30, 1995.  $    18,646 $           -  $      4,547  $         - $    7,783 $  30,976
</TABLE>

     The  remaining  restructuring  reserve  balance  of  $31.0  million
primarily consists of cash items.  It is estimated that the Company will
utilize  approximately $5 to $6 million of these reserves  by  year  end
1995.

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

    Overview. Control Data Systems, Inc. is a global systems integrator,
developing  and implementing open systems solutions for the  operational
problems  of  customers  worldwide.  It  focuses  on  the  architecture,
implementation,   lifetime  support,  and  outsourcing   of   electronic
commerce,  product  data  management, and  client-server  solutions  for
government,  financial services, telecommunications,  and  manufacturing
organizations.   The  Company  helps its customers  implement  business-
related solutions by providing a range of services that include:

o  Technology consulting
o  Program management
o  Software development
o  Infrastructure integration
o  Solution support

    The  Company relies upon its computer professionals to  provide  the
consulting  services required to define, develop, install, and  maintain
computer-based  solutions.  The Company has a  growing  family  of  open
systems  technology partners and suppliers offering a range of  hardware
platforms and software products which the Company then customizes for  a
particular customer environment.  These integration/consulting  services
are  based  upon  the Company's 38 years of experience  in  implementing
leading-edge solutions for complex computing environments.

    For  the  first  32  years of its history,  the  Company  developed,
manufactured, and integrated its own proprietary brand of computers.  In
1989  it  began  a  transition  from the  development,  manufacture  and
marketing  of  its  own computers to the remarketing  of  standard  UNIX
and/or  Intel-based  computer  systems.  Coupled  with  networking   and
distributed applications, these systems  form what is often referred  to
as   the  client-server  computing  environment.   Today  the  CompanyOs
integration   services   include  network   design,   installation   and
maintenance;   application  design  and  deployment,  particularly   for
electronic  commerce  projects; remote and on-site  systems  management;
electronic   mail  integration;  and  for  the  discrete   manufacturing
industry, computer-aided design and product data management systems.

Revenues by Category

<TABLE>
<CAPTION>
                                   Three Months Ended                          Nine Months Ended                     
                              September 30,    October 1,                 September 30,    October 1,            
                                  1995            1994       Change           1995            1994       Change   
<S>                         <C>             <C>             <C>         <C>             <C>             <C>
Software and services....   $         43.0  $       35.8      20.1 %    $        129.4  $      109.9      17.7 %
Maintenance and support..             18.7          22.7     (17.6)%              59.5          70.2     (15.2)%
Hardware products........             43.5          55.1     (21.1)%             175.5         210.4     (16.6)%
   Total revenues........   $        105.2  $      113.6      (7.4)%    $        364.4  $      390.5      (6.7)%
</TABLE>

Revenues by Geography

<TABLE>
<CAPTION>
                                   Three Months Ended                           Nine Months Ended                     
                              September 30,    October 1,                  September 30,    October 1,            
                                  1995            1994       Change            1995            1994       Change   
<S>                         <C>             <C>             <C>          <C>             <C>             <C>
Americas.................   $         40.7  $       48.3     (15.7)%     $        134.2  $      178.4     (24.8)%
Europe...................             53.5          53.3       0.4 %              193.3         166.7      16.0 %
Asia.....................             11.0          12.0      (8.3)%               36.9          45.4     (18.7)%
   Total revenues........   $        105.2  $      113.6      (7.4)%     $        364.4  $      390.5      (6.7)%
</TABLE>

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

   Revenues for third quarter 1995 of $105.2 million decreased 7.4% from
third  quarter 1994 revenues of $113.6 million. Revenues for  the  first
nine months of 1995 totaled $364.4 million, a decrease of 6.7% from  the
$390.5  million  of  revenues in the first nine  months  of  1994.   The
revenue  decline in the third quarter and the first nine months of  1995
was  due  primarily  to decreases in hardware products  and  maintenance
support  sales  offset in part by an increase in software  and  services
sales.   The  majority of the decrease in hardware  products  sales  and
hardware maintenance support was attributable to lower revenues  in  the
Americas and Asia.  In addition, a portion of the revenue decline in the
third quarter and the first nine months of 1995 can be attributed to the
exclusion  of the September results of the five international operations
sold  to  AmeriData  on  August  31, 1995,  which  month's  results  are
traditionally  the strongest of the quarter.  The increase  in  software
and services revenues was evident in all three geographical areas.

Cost of Revenues and Gross Profit

<TABLE>
<CAPTION>
                                    Three Months Ended                               Nine Months Ended
                              September 30,       October 1,                  September 30,        October 1,
                                  1995               1994        Change           1995                1994        Change  
<S>                         <C>                <C>              <C>          <C>                <C>              <C>
Cost of revenues........    $         76.0     $       85.6      (11.2) %    $       269.0      $      286.6       (6.1)%
Percentage of revenues..              72.2 %           75.4 %                         73.8 %            73.4 %          
Gross profit............    $         29.2     $       28.0        4.3 %     $        95.4      $      103.9       (8.2)%
Percentage of revenues..              27.8 %           24.6 %                         26.2 %            26.6 %          
</TABLE>

   Cost  of revenues for third quarter 1995 decreased by 11.2% over  the
comparable  period in 1994.  Cost of revenues for the first nine  months
of  1995  decreased by 6.1% compared to the same period in 1994.   Gross
profit  margins for third quarter 1995 increased by 4.3% as compared  to
the  third quarter 1994.  Gross profit margins for the first nine months
of  1995 decreased by 8.2% as compared to the same period in 1994.   The
primary  factor contributing to the cost of revenues and  gross  margins
decreases  in  the  first nine months of 1995 was the decline  in  total
revenues,  primarily in hardware products sales, offset in  part  by  an
increase  in  software  and services sales and the  exclusion  from  the
September  results  of  lower  profit  margin  hardware  product   sales
associated with the five international operations sold to AmeriData.

Operating Expenses

<TABLE>
<CAPTION>
                                    Three Months Ended                               Nine Months Ended         
                              September 30,       October 1,                  September 30,        October 1,             
                                  1995               1994        Change           1995                1994        Change  
<S>                         <C>                <C>              <C>         <C>                 <C>              <C>
Selling, general and                                                                                                     
  administrative........    $         28.3     $       30.7       (7.8)%    $         88.8      $       97.4       (8.8)%
Percentage of revenues..              26.9 %           27.0 %                         24.4 %            24.9 %          
Technical...............    $          2.5     $        3.2      (21.9)%    $          7.0      $       10.4      (32.7)%
Percentage of revenues..               2.4 %            2.8 %                          1.9 %             2.7 %          
</TABLE>

Selling,  general  and  administrative (SG&A).   The  decrease  in  SG&A
expense  for third quarter and the first nine months of 1995 as compared
to the comparable periods in 1994 is due to the downsizing actions taken
by  the  Company  over the past year, the recovery of  $0.7  million  of
accounts  receivable  which  had previously been  written-off,  and  the
exclusion  of  September  operating expenses associated  with  the  five
international operations sold to AmeriData.

Technical.  The decrease in technical expense is an ongoing trend as the
Company continues its transition from a provider of proprietary products
to a systems integration company.

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

Nonoperating Income

<TABLE>
<CAPTION>
                                    Three Months Ended                               Nine Months Ended         
                              September 30,       October 1,                  September 30,       October 1,             
                                  1995               1994        Change           1995               1994        Change  
<S>                         <C>                <C>              <C>         <C>                 <C>             <C>
Nonoperating income....     $          2.5     $        1.6       56.3 %    $          6.7      $       2.5      168.0 %
Percentage of revenues.                2.4 %            1.4 %                          1.8 %            0.6 %          
</TABLE>

Interest expense.  Interest expense decreased in third quarter  and  the
first  nine months of 1995 versus the comparable periods in  1994.   The
decrease  is  primarily  the result of lower  average  daily  short-term
borrowings  due in part to the sale of five international operations  to
AmeriData.

Interest  income.  Interest income increased in third  quarter  and  the
first  nine months of 1995 versus the comparable periods in 1994 due  to
higher average daily cash and short-term investment balances.

Other  income,  net.   Other income increased by $.7  million  and  $3.3
million, respectively in third quarter 1995 and the first nine months of
1995 versus the comparable periods in 1994.  The primary factors for the
increase in third quarter relates to a gain in Metaphase of $1.3 million
in  third quarter 1995 and a favorable foreign currency exchange gain of
$0.7  million  in third quarter 1994 versus none in third quarter  1995.
The  increase in the first nine months of 1995 is attributable to a gain
of  $0.8 million in 1995 for the increase in the market value of certain
short-term  investments  versus a $1.0 million loss  in  the  comparable
period  in 1994, a gain of $0.4 million in 1995 for the sale of land,  a
gain  in  affiliates of $0.7 in the first nine months of 1995  versus  a
loss  of  $0.7 million in the first nine months of 1994, and a favorable
foreign currency exchange gain of $0.2 million in the first nine  months
of 1995 versus a $0.8 million gain in the comparable period in 1994.

Provision for Income Taxes

<TABLE>
<CAPTION>
                                      Three Months Ended                       Nine Months Ended
                                September 30,       October 1,          September 30,       October 1,  
                                    1995               1994                 1995               1994     
<S>                           <C>                <C>                  <C>                <C>
Provision for Income Taxes..  $          0.3     $        0.6         $          1.2     $        1.5          
Percentage of revenues......             0.3 %            0.5 %                  0.3 %            0.4 %
</TABLE>

   The  provision for income taxes in third quarter and the  first  nine
months  of  1995 and the comparable periods in 1994 relate primarily  to
foreign   income  taxes  on  the  earnings  of  the  Company's   foreign
subsidiaries  and  foreign withholding taxes on  certain  United  States
income.

Net Earnings and Earnings Per Share

<TABLE>
<CAPTION>
                                         Three Months Ended                       Nine Months Ended
                                   September 30,       October 1,          September 30,       October 1,  
(Earnings per share in dollars)        1995               1994                 1995               1994
<S>                              <C>                <C>                 <C>                 <C>
Net earnings (loss).........     $          0.6     $       (5.0)       $           5.1     $       (2.9)
Percentage of revenues......                0.6 %           (4.4)%                  1.4 %           (0.7)%
Earnings (loss) per share...                                                                               
   Primary..................     $         0.05     $      (0.36)       $          0.40     $      (0.21)
   Fully diluted............     $         0.05     $      (0.36)       $          0.37     $      (0.21)
</TABLE>

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

   Net earnings for third quarter and the first nine months of 1995  are
higher than the comparable periods in 1994.  The primary factors for the
increase  in  third  quarter  1995  were  higher  gross  margins,  lower
operating expenses, and higher nonoperating income versus the comparable
period  in  1994.  The increase in the first nine months of 1995  versus
1994 is attributable to lower operating expenses and higher nonoperating
income.  Also contributing to higher earnings for the third quarter  and
the  first nine months of 1995 versus the comparable period in  1994  is
the  exclusion  of  September operating expenses  and  interest  expense
associated  with  the five international operations sold  to  AmeriData.
Operating results for the nine months ended September 30, 1995  are  not
necessarily indicative of the results that may be expected for the  year
ending December 31, 1995.

Outlook

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

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

Revenues.  The Company  expects  total revenues to decrease in 1995 from
1994 due in part to the disposition of certain international operations.
For additional information  regarding  this  disposition,  see  footnote
5  of  the Notes to Consolidated  Financial Statements and the Financial
Condition  section  of  the  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of Operations.

Cost  of  revenues.   The Company's cost of revenues as a  percentage of
total   revenues   decreased  in  the  third  quarter  of  1995 from the
comparable period  in 1994  and  were relatively unchanged for the first
nine months of 1995 from the same period in 1994.  Gross profit margins,
as a percentage of sales, increased in  the  third  quarter of 1995 from
the comparable period in 1994. Gross  profit margins, as a percentage of
sales, were relatively unchanged for the  first  nine  months   of  1995
from  the  same period in 1994.  Gross  profit  margins  as a percentage
of  revenues  have  increased as expected following the  disposition  of
certain  international  operations, as  noted  above, whose revenue  mix
primarily consists  of  lower profit margin hardware products.  However,
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 will be volatile.

Selling,  general  and administrative expenses.  SG&A expenses decreased
in  the  third  quarter  and first nine months of 1995 from the year ago
periods.   SG&A   expenses  are  expected   to  decline  in  1995 due to
restructuring actions taken  in the  fourth  quarter  of  1994  and  the
disposition  of  certain  international operations.

Technical  expenses.  Technical spending declined in the  third  quarter
and  first  nine  months of 1995 from the comparable  periods  in  1994.
Technical  spending is expected to continue to decline in  1995  as  the
majority  of  the  technical  spending  for  proprietary  products   was
completed  in  1994.   Some of this decline will  be  offset  by  higher
spending  on  electronic  commerce products and  services,  one  of  the
Company's primary targeted markets.

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

Income  tax rate.  In total, the Company has $131.2 million of  deferred
tax  assets at December 31, 1994, which can be used to offset  taxes  on
future  earnings.   While  the Company maintains significant  operations
outside  the United States, the majority of these operations  also  have
deferred  tax assets as of December 31, 1994, resulting from lower  than
expected  1994  earnings,  caused  in  part  by  the  planned  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 tax rate will  be  volatile.
Additionally,  there  will be volatility in the  tax  rate  due  to  the
disposition   of  certain  international  operations.    The   AmeriData
transaction did not have a material impact on deferred tax assets.

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

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

Financial Condition

  The Company's cash and short-term investments totaled $83.6 million at
September  30, 1995 and represented 35.7% of total assets.  The  Company
has  no  long-term debt. Stockholders' equity at September 30, 1995  was
$82.8  million.  Total cash and short-term investment balances decreased
by  $1.8 million from the corresponding December 31, 1994 balances.  The
primary  factors in the decrease were the purchase of treasury stock  of
$7.1   million,   restructuring  payments  of  $17.4  million,   capital
expenditures of $9.1 million, the acquisition of Binary Systems  Limited
of  $0.5  million,  partially offset by a positive  cash  flow  of  $8.1
million  from  the  disposition of certain international  operations  to
AmeriData,  $4.4  million from working capital items,  depreciation  and
amortization  of  $9.6  million, net earnings of $5.1  million,  and  an
increase in short-term borrowings of $3.4 million.  Stockholders' equity
increased  by  $0.5  million in the first  nine  months  of  1995.   The
increase  is  primarily due to the purchase of treasury  stock  of  $7.1
million, offset in part by a foreign currency translation adjustment  of
$1.5  million, net earnings of $5.1 million, and common stock  purchases
of $1.0 million.

   As  of  September  30, 1995, the Company has available  up  to  $20.7
million, primarily short-term notes and overdraft facilities, under bank
lines of credit in certain international subsidiaries.  The Company  has
a  domestic  credit arrangement which provides up to  $10.0  million  in
unsecured short-term credit.

   The  Company  has  $31.0 million of restructuring obligations  as  of
September  30,  1995,  $23.5 million of which are expected  to  be  cash
outlays  in the next twelve months primarily for severance costs,  lease
and  other  obligations  related to excess  facilities,  and  litigation
costs.   Restructuring payments will extend into 1997 to satisfy various
long-term real estate obligations.  The Company believes it can  finance
this  additional cash requirement through a combination of existing cash
reserves,  cash  flow from operations, asset sales,  and  its  borrowing
capacity.  To the extent it may be necessary to supplement these sources
of  cash, the Company could seek financing from strategic investors  and
through  future  debt  or  equity financing in  the  public  or  private
markets.  The ability of the Company to borrow money or to sell debt  or
equity  securities  will depend on its results of operations,  financial
condition, and business prospects, as well as conditions then prevailing
in the computer industry and the relevant capital markets.

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

   The  Company will continue to explore ways to accomplish its business
objectives  through  the  acquisition of  strategic  businesses  or  the
divestiture  of  non-strategic operations.  In line with  this  business
objective  the  Company has sold international product  integration  and
maintenance  operations  to AmeriData, a leading U.S.-based  integrator.
The  Company  believes this sale is an integral part of its strategy  to
focus  on  its  core competencies in electronic commerce,  product  data
management,  and client-server solutions.  As a result  of  this,  steps
will  be  taken  to  reduce  certain headquarters,  administrative,  and
technical  support  costs to align with the reduced revenue  base  going
forward.   It is not expected that this activity will require additional
restructuring charges.  The AmeriData transaction did not  result  in  a
significant gain or loss to the Company.

   The  following tables represent the pro forma results for  the  first
three  quarters  and  first nine months of 1995 and 1994,  respectively,
based on the elimination of certain international operations defined  in
the  contract  between  the Company and AmeriData  located  in  Austria,
Canada,   Greece,   Mexico,  Norway,  Portugal,   and   United   Kingdom
(unaudited):

1995 Pro Forma Revenues and Gross Profits

<TABLE>
<CAPTION>

(Dollars in thousands)            1st Quarter             2nd Quarter                   
                                 As                      As     
REVENUES                      Reported  Pro Forma     Reported  Pro Forma
<S>                        <C>         <C>         <C>         <C>
Software and services....  $    39,464 $    30,621 $    46,938 $    41,086
Maintenance and support..       20,272      16,478      20,506      16,087
Hardware products........       70,328      26,727      61,644      26,270
    Total revenues.......  $   130,064 $    73,826 $   129,088 $    83,443
                                                                        
Gross profit.............  $    33,597 $    24,028 $    32,605 $    25,988
                                                                        
REVENUE DISTRIBUTION                                                    
                                                                        
Software and services....        30.3%       41.5%       36.4%       49.2%
Maintenance and support..        15.6%       22.3%       15.9%       19.3%
Hardware products........        54.1%       36.2%       47.7%       31.5%
    Total revenues.......       100.0%      100.0%      100.0%      100.0%
                                                                        
Gross profit.............        25.8%       32.5%       25.3%       31.1%
</TABLE>

<TABLE>
<CAPTION>

(Dollars in thousands)            3rd Quarter            Year-to-Date  
                                 As                      As     
REVENUES                      Reported  Pro Forma     Reported  Pro Forma
<S>                        <C>         <C>         <C>         <C>
Software and services....  $    43,037 $    39,135 $   129,439 $   110,842
Maintenance and support..       18,703      15,996      59,481      48,561
Hardware products........       43,500      23,226     175,472      76,223
    Total revenues.......  $   105,240 $    78,357 $   364,392 $   235,626
                                                                        
Gross profit.............  $    29,162 $    26,337 $    95,364 $    76,353
                                                                        
REVENUE DISTRIBUTION                                                    
                                                                        
Software and services....        40.9%       50.0%       35.5%       47.0%
Maintenance and support..        17.8%       20.4%       16.3%       20.6%
Hardware products........        41.3%       29.6%       48.2%       32.4%
    Total revenues.......       100.0%      100.0%      100.0%      100.0%
                                                                        
Gross profit.............        27.7%       33.6%       26.2%       32.4%
</TABLE>

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

1994 Pro Forma Revenues and Gross Profits

<TABLE>
<CAPTION>

(Dollars in thousands)            1st Quarter             2nd Quarter  
                                 As                      As     
REVENUES                      Reported  Pro Forma     Reported  Pro Forma
<S>                        <C>         <C>         <C>         <C>
Software and services....  $    36,139 $    28,082 $    37,968 $    31,090
Maintenance and support..       23,753      19,248      23,713      18,906
Hardware products........       85,738      38,782      69,593      39,248
    Total revenues.......  $   145,630 $    86,112 $   131,274 $    89,244
                                                                        
Gross profit.............  $    38,605 $    26,557 $    37,345 $    28,685
                                                                        
REVENUE DISTRIBUTION                                                    
                                                                        
Software and services....        24.8%      32.6%       28.9%      34.8%
Maintenance and support..        16.3%      22.4%       18.1%      21.2%
Hardware products........        58.9%      45.0%       53.0%      44.0%
    Total revenues.......       100.0%     100.0%      100.0%     100.0%
                                                                        
Gross profit.............        26.5%      30.8%       28.4%      32.1%
</TABLE>

<TABLE>
<CAPTION>

(Dollars in thousands)            3rd Quarter            Year-to-Date                   
                                 As                      As     
REVENUES                      Reported  Pro Forma     Reported  Pro Forma
<S>                        <C>         <C>         <C>         <C>
Software and services....  $    35,830 $    30,228 $   109,937 $    89,400
Maintenance and support..       22,694      16,581      70,160      54,735
Hardware products........       55,122      25,644     210,453     103,674
    Total revenues.......  $   113,646 $    72,453 $   390,550 $   247,809
                                                                        
Gross profit.............  $    27,973 $    20,489 $   103,923 $    75,731
                                                                        
REVENUE DISTRIBUTION                                                    
                                                                        
Software and services....        31.5%       41.7%       28.1%       36.1%
Maintenance and support..        20.0%       22.9%       18.0%       22.1%
Hardware products........        48.5%       35.4%       53.9%       41.8%
    Total revenues.......       100.0%      100.0%      100.0%      100.0%
                                                                        
Gross profit.............        24.6%       28.3%       26.6%       30.6%
</TABLE>

<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

        A  report  on  Form 8-K "Date of Report: August  31,  1995"  was
        filed  in  the  Registrant's fiscal quarter ended September  30,
        1995  reporting  under  Item  2-Acquisition  or  Disposition  of
        Assets   the   disposition  of  certain  international   product
        integration    and   maintenance   operations    to    AmeriData
        Technologies, Inc.

<PAGE>

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


                                   CONTROL DATA SYSTEMS, INC.
                                           Registrant

Date:  November 14, 1995       /s/ J. F. KILLORAN
                                   J. F. Killoran
                          Vice President and Chief Financial Officer
                                (Principal Accounting Officer)

<PAGE>

                                  EXHIBIT INDEX

EXHIBITS FILED AS ITEM 6 TO THE QUARTERLY REPORT OF CONTROL DATA
SYSTEMS, INC. ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995.

(11) - Computation of Earnings Per Common Share

(27) - Financial Data Schedule