As filed with the Securities and Exchange Commission
                        on May 25, 1995
                                 Registration No. 33-__________

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                     ____________________


                           Form S-8
                    REGISTRATION STATEMENT
                             Under
                  THE SECURITIES ACT OF 1933

                     ____________________


                SEQUENT COMPUTER SYSTEMS, INC.
    (Exact name of registrant as specified in its charter)

                     ____________________

        OREGON                              93-0826369
(State or other jurisdiction              (IRS Employer
of incorporation or organization)       Identification No.)

15450 SW Koll Parkway
Beaverton, Oregon                           97006-6063
(Address of Principal                       (Zip Code)
Executive Offices)

                     ____________________

                Sequent Computer Systems, Inc.
                 Employee Stock Purchase Plan
                     (Full title of plan)

                        Robert S. Gregg
          Senior Vice President of Finance and Legal,
             Treasurer and Chief Financial Officer
                Sequent Computer Systems, Inc.
                     15450 SW Koll Parkway
                   Beaverton, OR  97006-6063
            (Name and address of agent for service)

        Telephone number, including area code, of agent
                 for service:  (503) 626-5700

                           Copy to:

                      Margaret Hill Noto
                Stoel Rives Boley Jones & Grey
                900 SW Fifth Avenue, Suite 2300
                  Portland, Oregon 97204-1268


<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                            Proposed    Proposed     Amount
                                            Maximum     Maximum        of
                            Amount          Offering    Aggregate    Regis-
Title of Securities         to Be           Price Per   Offering     tration
 to Be Registered         Registered        Share(1)    Price(1)       Fee   
----------------------------------------------------------------------------
<S>                      <C>                <C>        <C>          <C>
Common Stock, $.01
 par value               1,200,000 Shares   $15.5625   $18,675,000  $6,439.70
_____________________________________________________________________________
<FN>
(1)  Estimated solely for the purpose of calculating the registration fee pursuant to
     Rule 457(h) under the Securities Act of 1933.  The calculation of the registration
     fee is based on $15.5625, which was the average of the high and low prices of the
     Common Stock on May 22, 1995 as reported in The Wall Street Journal for Nasdaq
     National Market Issues.
_____________________________________________________________________________
</TABLE>
<PAGE>
<PAGE>II-1
                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ---------------------------------------

          The following documents filed by Sequent Computer
Systems, Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:

          (a)  The Company's latest annual report filed
     pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act of 1934 or the latest prospectus filed
     pursuant to rule 424(b) under the Securities Act of 1933
     that contains audited financial statements for the
     Company's latest fiscal year for which such statements
     have been filed.

          (b)  All other reports filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934
     since the end of the fiscal year covered by the annual
     report or prospectus referred to in (a) above.

          (c)  The description of the authorized capital stock
     of the Company contained in the Company's registration
     statement filed under section 12 of the Securities
     Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

          All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

Item 4.   Description of Securities.
          -------------------------
          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
          Article X of the Company's Articles of Incorporation
provides for indemnification of directors to the fullest extent
not prohibited by the Oregon Business Corporation Act.  The<PAGE>
<PAGE>II-2
Bylaws also contain indemnification provisions.  The effects of
the Articles, Bylaws and the Oregon Business Corporation Act
(the "Indemnification Provisions") are summarized as follows:

          (a)  The Indemnification Provisions grant a right of
     indemnification in respect of any action, suit or
     proceeding (other than an action by or in the right of the
     Company) against expenses (including attorneys' fees),
     judgments, fines, and amounts paid in settlement actually
     and reasonably incurred, if the person concerned acted in
     good faith and in a manner the person reasonably believed
     to be in or not opposed to the best interests of the
     Company, was not adjudged liable on the basis of receipt
     of an improper personal benefit and, with respect to any
     criminal action or proceeding, had not reasonable cause to
     believe the conduct was unlawful.  The termination of an
     action, suit, or proceeding by judgment, order,
     settlement, conviction, or plea of nolo contendere does
     not, of itself, create a presumption that the person did
     not meet the required standards of conduct.  

          (b)  The Indemnification Provisions grant a right of
     indemnification in respect of any action or suit by or in
     the right of the Company against the expenses (including
     attorneys' fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the
     best interests of the Company, except that no right of
     indemnification will be granted if the person is adjudged
     to be liable to the Company.  

          (c)  Every person who has been wholly successful on
     the merits of a controversy described in (a) or (b) above
     is entitled to indemnification as a matter of right. 

          (d)  Because the limits of permissible
     indemnification under Oregon law are not clearly defined,
     the Indemnification Provisions may provide indemnification
     broader than that described in (a) and (b).  

          Section 10.6 of the Company's Bylaws provides that
the Company will advance to a director the expenses incurred in
defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good
faith that he or she has met the standard of conduct to be
entitled to indemnification as described in (a) or (b) above
and undertakes to repay any amount advanced if it is determined
that the person did not meet the required standard of conduct. 

          The Company's Articles and Bylaws provide that the
Company may, in the discretion of the Board of Directors, <PAGE>
<PAGE>II-3
indemnify and advance expenses to officers and employees to the
same extent that directors are entitled to indemnification and
advancement of expenses.  

          The Company may obtain insurance for the protection
of its directors and officers against any liability asserted
against them in their official capacities.  

          The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any bylaw, agreement,
vote of shareholders or directors or otherwise.

          Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

Item 7.   Exemption From Registration Claimed.
          -----------------------------------
          Not Applicable.

Item 8.   Exhibits.
          --------
         4A    Articles of Incorporation of the Company, as
               amended (Incorporated by reference to Exhibit 4A
               to the Company's Registration Statement on Form
               S-8, File No. 33-63972).

         4B    Bylaws of the Company (Incorporated by reference
               to Exhibit 4B to the Company's Registration
               Statement on Form S-8, File No. 33-39315).

          5    Opinion of Counsel.

        23A    Consent of Independent Accountants (see
               page II-8).

        23B    Consent of Stoel Rives Boley Jones & Grey (see
               Exhibit 5).

         24    Powers of Attorney.

Item 9.   Undertakings.
          ------------

     (a)  The undersigned registrant hereby undertakes:

<PAGE>
<PAGE>II-4
          (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:

               (i) To include any prospectus required by
          section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent
          post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change
          in the information set forth in the registration
          statement;

             (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any
          material change to such information in the
          registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

          (2) That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.

          (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

<PAGE>
<PAGE>II-5
     (c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>II-6
                          SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beaverton, State of Oregon, on
May 18, 1995.

                    SEQUENT COMPUTER SYSTEMS, INC.


                    By ROBERT S. GREGG                  
                       ---------------------------------
                       Robert S. Gregg,
                         Sr. Vice President of Finance and
                         Legal, Treasurer and Chief Financial
                         Officer

<PAGE>
<PAGE>II-7

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on this 18th day
of May, 1995.

          Signature                               Title
          ---------                               -----

(1)  Principal Executive Officer:

    *KARL C. POWELL, JR.                Chairman, President,
     ---------------------------        Chief Executive Officer
     Karl C. Powell, Jr.                and Director


(2)  Principal Financial and
     Accounting Officer:

     ROBERT S. GREGG                    Sr. Vice President of
     ---------------------------        Finance and Legal,
     Robert S. Gregg                    Treasurer and Chief
                                        Financial Officer


(3)  Directors:

    *DAVID R. HATHAWAY                  Director
     ---------------------------
     David R. Hathaway

    *ROBERT C. MATHIS                   Director
     ---------------------------
     Robert C. Mathis

    *MICHAEL S. SCOTT MORTON            Director
     ---------------------------
     Michael S. Scott Morton

    *ROBERT W. WILMOT                   Director
     ---------------------------
     Robert W. Wilmot

   *By ROBERT S. GREGG
       -------------------------
       Robert S. Gregg, Attorney-in-Fact
<PAGE>
                        EXHIBIT INDEX

                                                     Sequential
Exhibit                                                 Page   
Number         Document Description                    Number  
-------        --------------------                  ---------

4A             Articles of Incorporation, as             --
               amended, of Sequent Computer
               Systems, Inc. (the "Company")
               (Incorporated by reference to
               Exhibit 4A to the Company's 
               Registration Statement on Form S-8,
               File No. 33-63972).  

4B             Bylaws of the Company, as                 --
               amended (Incorporated by 
               reference to Exhibit 4B to
               the Company's Registration
               Statement on Form S-8, File
               No. 33-39315). 

5              Opinion of Counsel.

23A            Consent of Price Waterhouse LLP           

23B            Consent of Stoel Rives Boley
               Jones & Grey (see Exhibit 5).             

24             Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16964}]
As filed with the Securities and Exchange Commission
                        on May 25, 1995
                                 Registration No. 33-__________

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                     ____________________

                           Form S-8
                    REGISTRATION STATEMENT
                             Under
                  THE SECURITIES ACT OF 1933

                     ____________________

                SEQUENT COMPUTER SYSTEMS, INC.
    (Exact name of registrant as specified in its charter)

                     ____________________

        OREGON                              93-0826369
(State or other jurisdiction              (IRS Employer
of incorporation or organization)       Identification No.)

15450 SW Koll Parkway
Beaverton, Oregon                           97006-6063
(Address of Principal                       (Zip Code)
Executive Offices)

                     ____________________

                Sequent Computer Systems, Inc.
                 Employee Stock Purchase Plan
                     (Full title of plan)

                        Robert S. Gregg
          Senior Vice President of Finance and Legal,
             Treasurer and Chief Financial Officer
                Sequent Computer Systems, Inc.
                     15450 SW Koll Parkway
                   Beaverton, OR  97006-6063
            (Name and address of agent for service)

        Telephone number, including area code, of agent
                 for service:  (503) 626-5700

                           Copy to:

                      Margaret Hill Noto
                Stoel Rives Boley Jones & Grey
                900 SW Fifth Avenue, Suite 2300
                  Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                            Proposed    Proposed     Amount
                                            Maximum     Maximum        of
                            Amount          Offering    Aggregate    Regis-
Title of Securities         to Be           Price Per   Offering     tration
 to Be Registered         Registered        Share(1)    Price(1)       Fee   
----------------------------------------------------------------------------
Common Stock, $.01
 par value               1,200,000 Shares   $15.5625   $18,675,000  $6,439.70
_____________________________________________________________________________
(1)  Estimated solely for the purpose of calculating the registration fee pursuant to
     Rule 457(h) under the Securities Act of 1933.  The calculation of the registration
     fee is based on $15.5625, which was the average of the high and low prices of the
     Common Stock on May 22, 1995 as reported in The Wall Street Journal for Nasdaq
     National Market Issues.
_____________________________________________________________________________
II-1
                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ---------------------------------------

          The following documents filed by Sequent Computer
Systems, Inc. (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:

          (a)  The Company's latest annual report filed
     pursuant to Section 13(a) or 15(d) of the Securities
     Exchange Act of 1934 or the latest prospectus filed
     pursuant to rule 424(b) under the Securities Act of 1933
     that contains audited financial statements for the
     Company's latest fiscal year for which such statements
     have been filed.

          (b)  All other reports filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934
     since the end of the fiscal year covered by the annual
     report or prospectus referred to in (a) above.

          (c)  The description of the authorized capital stock
     of the Company contained in the Company's registration
     statement filed under section 12 of the Securities
     Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

          All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.

Item 4.   Description of Securities.
          -------------------------
          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
          Article X of the Company's Articles of Incorporation
provides for indemnification of directors to the fullest extent
not prohibited by the Oregon Business Corporation Act.  The
II-2
Bylaws also contain indemnification provisions.  The effects of
the Articles, Bylaws and the Oregon Business Corporation Act
(the "Indemnification Provisions") are summarized as follows:

          (a)  The Indemnification Provisions grant a right of
     indemnification in respect of any action, suit or
     proceeding (other than an action by or in the right of the
     Company) against expenses (including attorneys' fees),
     judgments, fines, and amounts paid in settlement actually
     and reasonably incurred, if the person concerned acted in
     good faith and in a manner the person reasonably believed
     to be in or not opposed to the best interests of the
     Company, was not adjudged liable on the basis of receipt
     of an improper personal benefit and, with respect to any
     criminal action or proceeding, had not reasonable cause to
     believe the conduct was unlawful.  The termination of an
     action, suit, or proceeding by judgment, order,
     settlement, conviction, or plea of nolo contendere does
     not, of itself, create a presumption that the person did
     not meet the required standards of conduct.  

          (b)  The Indemnification Provisions grant a right of
     indemnification in respect of any action or suit by or in
     the right of the Company against the expenses (including
     attorneys' fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the
     best interests of the Company, except that no right of
     indemnification will be granted if the person is adjudged
     to be liable to the Company.  

          (c)  Every person who has been wholly successful on
     the merits of a controversy described in (a) or (b) above
     is entitled to indemnification as a matter of right. 

          (d)  Because the limits of permissible
     indemnification under Oregon law are not clearly defined,
     the Indemnification Provisions may provide indemnification
     broader than that described in (a) and (b).  

          Section 10.6 of the Company's Bylaws provides that
the Company will advance to a director the expenses incurred in
defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good
faith that he or she has met the standard of conduct to be
entitled to indemnification as described in (a) or (b) above
and undertakes to repay any amount advanced if it is determined
that the person did not meet the required standard of conduct. 

          The Company's Articles and Bylaws provide that the
Company may, in the discretion of the Board of Directors,
II-3
indemnify and advance expenses to officers and employees to the
same extent that directors are entitled to indemnification and
advancement of expenses.  

          The Company may obtain insurance for the protection
of its directors and officers against any liability asserted
against them in their official capacities.  

          The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any bylaw, agreement,
vote of shareholders or directors or otherwise.

          Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

Item 7.   Exemption From Registration Claimed.
          -----------------------------------
          Not Applicable.

Item 8.   Exhibits.
          --------
         4A    Articles of Incorporation of the Company, as
               amended (Incorporated by reference to Exhibit 4A
               to the Company's Registration Statement on Form
               S-8, File No. 33-63972).

         4B    Bylaws of the Company (Incorporated by reference
               to Exhibit 4B to the Company's Registration
               Statement on Form S-8, File No. 33-39315).

          5    Opinion of Counsel.

        23A    Consent of Independent Accountants (see
               page II-8).

        23B    Consent of Stoel Rives Boley Jones & Grey (see
               Exhibit 5).

         24    Powers of Attorney.

Item 9.   Undertakings.
          ------------

     (a)  The undersigned registrant hereby undertakes:
II-4
          (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement:

               (i) To include any prospectus required by
          section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent
          post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change
          in the information set forth in the registration
          statement;

             (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the registration statement or any
          material change to such information in the
          registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

          (2) That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.

          (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-5
     (c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
II-6
                          SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beaverton, State of Oregon, on
May 18, 1995.

                    SEQUENT COMPUTER SYSTEMS, INC.

                    By ROBERT S. GREGG                  
                       ---------------------------------
                       Robert S. Gregg,
                         Sr. Vice President of Finance and
                         Legal, Treasurer and Chief Financial
                         Officer
II-7

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on this 18th day
of May, 1995.

          Signature                               Title
          ---------                               -----

(1)  Principal Executive Officer:

    *KARL C. POWELL, JR.                Chairman, President,
     ---------------------------        Chief Executive Officer
     Karl C. Powell, Jr.                and Director

(2)  Principal Financial and
     Accounting Officer:

     ROBERT S. GREGG                    Sr. Vice President of
     ---------------------------        Finance and Legal,
     Robert S. Gregg                    Treasurer and Chief
                                        Financial Officer

(3)  Directors:

    *DAVID R. HATHAWAY                  Director
     ---------------------------
     David R. Hathaway

    *ROBERT C. MATHIS                   Director
     ---------------------------
     Robert C. Mathis

    *MICHAEL S. SCOTT MORTON            Director
     ---------------------------
     Michael S. Scott Morton

    *ROBERT W. WILMOT                   Director
     ---------------------------
     Robert W. Wilmot

   *By ROBERT S. GREGG
       -------------------------
       Robert S. Gregg, Attorney-in-Fact
EXHIBIT INDEX

                                                     Sequential
Exhibit                                                 Page   
Number         Document Description                    Number  
-------        --------------------                  ---------

4A             Articles of Incorporation, as             --
               amended, of Sequent Computer
               Systems, Inc. (the "Company")
               (Incorporated by reference to
               Exhibit 4A to the Company's 
               Registration Statement on Form S-8,
               File No. 33-63972).  

4B             Bylaws of the Company, as                 --
               amended (Incorporated by 
               reference to Exhibit 4B to
               the Company's Registration
               Statement on Form S-8, File
               No. 33-39315). 

5              Opinion of Counsel.

23A            Consent of Price Waterhouse LLP           

23B            Consent of Stoel Rives Boley
               Jones & Grey (see Exhibit 5).             

24             Powers of Attorney.