As Filed With the Securities and Exchange Commission on January 26, 1996
                                     Registration No. 33-
================================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON. D.C. 20549
                       _________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                       _________________

                       AST RESEARCH, INC.
     (Exact name of registrant as specified in its charter)

             DELAWARE                          95-3525565
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)   

         16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92718
    (Address of Principal Executive Offices)     (Zip Code)
                    ________________________     

                        PRESIDENT'S PLAN
                    (Full title of the plan)
                    ________________________

      Ian W. Diery, President and Chief Executive Officer
                       AST Research, Inc.
                      16215 Alton Parkway
                    Irvine, California 92718
            (Name and address of agent for service)

                         (714) 727-4141
 (Telephone number, including area code, of agent for service)

                            Copy to:
                      Nick E. Yocca, Esq.
 Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                         Proposed Maximum     Proposed Maximum
Title of Securities    Amount To Be          Offering        Aggregate Offering        Amount of    
To Be Registered       Registered (1)    Price Per Share            Price          Registration Fee
=====================================================================================================
  <S>                   <C>               <C>                  <C>                     <C>
   Common Stock,         1,000,000         $9.375 (2)           $9,375,000.00 (2)       $3,233.00
   $0.01 par value       shares                                        
=====================================================================================================
</TABLE>
(1)  Includes such additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the President's Plan
     (the "Plan").

(2)  In accordance with Rule 457(h), the aggregate offering price of 1,000,000
     shares of Common Stock registered hereby which would be issued upon
     exercise of options granted under the Plan is based upon the per share
     exercise price of such options.


                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------
     The following documents are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ended
July 1, 1995.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.

     (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Prospectus referred to in (a)
above.

     (d)  The description of the Registrant's Common Stock that is contained in
the Registrant's Registration Statement on Form 8-B filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions.  For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.


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


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


Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------
     (a)  As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.

     (b)  The Certificate of Incorporation provides that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director or officer of the Registrant
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.  The Registrant's Bylaws provide for a similar
indemnity to directors and officers of the Registrant to the fullest extent
authorized by the Delaware General Corporation Law.

     (c)  The Certificate of Incorporation also gives the Registrant the ability
to enter into indemnification agreements with each of its officers and
directors.  The Registrant has entered into indemnification agreements with each
of its directors and executive officers.  The indemnification agreements provide
for the indemnification of directors and officers of the Registrant against any
and all expenses, judgments, fines, penalties and amounts paid in settlement, to
the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.
---------------------------------------------
     Not applicable.

Item 8.  Exhibits.
------------------
     The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
     Number              Description
     ------              -----------
    <C>         <S>
      4.1        AST Research, Inc. President's Plan
                 (comprised of resolutions adopted by the Board of
                 Directors of the Registrant on November 2, 1995).

      4.2        Form of Nonqualified Stock Option Agreement
                 issued to Ian W. Diery on November 2, 1995
                 covering an aggregate of 300,000 shares of Common
                 Stock under the President's Plan.

      4.3        Form of Nonqualified Stock Option Agreement
                 issued to Ian W. Diery on November 2, 1995
                 covering an aggregate of 700,000 shares of Common
                 Stock under the President's Plan.

      5.1        Opinion of Stradling, Yocca, Carlson & Rauth,
                 a Professional Corporation, Counsel to the
                 Registrant.

     23.1        Consent of Stradling, Yocca, Carlson & Rauth,
                 a Professional Corporation (included in the
                 Opinion filed as Exhibit 5.1).

     23.2        Consent of Ernst & Young LLP, independent
                 auditors.

     24.1        Power of Attorney (included on signature page
                 to the Registration Statement at page S-1).
</TABLE>

Item 9.  Undertakings.
----------------------
          (a)  The undersigned Registrant hereby undertakes:

          (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;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this 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) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.


                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Irvine, State of California, on the 26th day of
January, 1996.


AST RESEARCH, INC.


By:  Ian Diery
     President and Chief Executive Officer


                       POWER OF ATTORNEY

     We, the undersigned officers and directors of AST Research, Inc., do hereby
constitute and appoint Ian W. Diery and Dennis R. Leibel, or either of them, our
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


Signature              Title                                    Date
---------              -----                                    ----           
Ian W. Diery           President, Chief Executive               January 26, 1996
                       Officer and Director 
                       (Principal Executive Officer and 
                       Acting Principal Financial Officer)                     

Mark P. de Raad        Vice President, Controller and           January 26, 1996
                       Principal Accounting Officer 
                       (Principal Accounting Officer)         
    
Safi U. Qureshey       Chairman of the Board and Director       January 26, 1996

Hoon Choo              Director                                 January 26, 1996
                                          
Richard J. Goeglein    Director                                 January 26, 1996
                                          
Kwang-Ho Kim           Director                                 January 26, 1996

Young Soo Kim          Director                                 January 26, 1996

Jack W. Peltason       Director                                 January 26, 1996
                                          
Carmelo J. Santoro     Director                                 January 26, 1996

Won Suk Yang           Director                                 January 26, 1996
                                          
Hee Dong Yoo           Director                                 January 26, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15077}]
{"company-data": {"conformed-name": "AST RESEARCH INC /DE/", "cik": "0000725182", "assigned-sic": "3571", "irs-number": "953525565", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00487", "film-number": "96507832"}, "business-address": {"street1": "16215 ALTON PKWY", "city": "IRVINE", "state": "CA", "zip": "92718", "phone": "7147274141"}}
As Filed With the Securities and Exchange Commission on January 26, 1996
                                     Registration No. 33-
================================================================================

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON. D.C. 20549
                       _________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                       _________________

                       AST RESEARCH, INC.
     (Exact name of registrant as specified in its charter)

             DELAWARE                          95-3525565
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)   

         16215 ALTON PARKWAY, IRVINE, CALIFORNIA 92718
    (Address of Principal Executive Offices)     (Zip Code)
                    ________________________     

                        PRESIDENT'S PLAN
                    (Full title of the plan)
                    ________________________

      Ian W. Diery, President and Chief Executive Officer
                       AST Research, Inc.
                      16215 Alton Parkway
                    Irvine, California 92718
            (Name and address of agent for service)

                         (714) 727-4141
 (Telephone number, including area code, of agent for service)

                            Copy to:
                      Nick E. Yocca, Esq.
 Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

                CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                         Proposed Maximum     Proposed Maximum
Title of Securities    Amount To Be          Offering        Aggregate Offering        Amount of    
To Be Registered       Registered (1)    Price Per Share            Price          Registration Fee
=====================================================================================================
Common Stock,         1,000,000         $9.375 (2)           $9,375,000.00 (2)       $3,233.00
   $0.01 par value       shares                                        
=====================================================================================================
(1)  Includes such additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the President's Plan
     (the "Plan").

(2)  In accordance with Rule 457(h), the aggregate offering price of 1,000,000
     shares of Common Stock registered hereby which would be issued upon
     exercise of options granted under the Plan is based upon the per share
     exercise price of such options.

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------
     The following documents are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ended
July 1, 1995.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.

     (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Prospectus referred to in (a)
above.

     (d)  The description of the Registrant's Common Stock that is contained in
the Registrant's Registration Statement on Form 8-B filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating that description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions.  For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

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

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

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------
     (a)  As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation eliminates the liability of directors to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except to the extent otherwise required by the Delaware General
Corporation Law.

     (b)  The Certificate of Incorporation provides that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director or officer of the Registrant
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.  The Registrant's Bylaws provide for a similar
indemnity to directors and officers of the Registrant to the fullest extent
authorized by the Delaware General Corporation Law.

     (c)  The Certificate of Incorporation also gives the Registrant the ability
to enter into indemnification agreements with each of its officers and
directors.  The Registrant has entered into indemnification agreements with each
of its directors and executive officers.  The indemnification agreements provide
for the indemnification of directors and officers of the Registrant against any
and all expenses, judgments, fines, penalties and amounts paid in settlement, to
the fullest extent permitted by law.

Item 7.  Exemption from Registration Claimed.
---------------------------------------------
     Not applicable.

Item 8.  Exhibits.
------------------
     The following exhibits are filed as part of this Registration Statement:
Number              Description
     ------              -----------
4.1        AST Research, Inc. President's Plan
                 (comprised of resolutions adopted by the Board of
                 Directors of the Registrant on November 2, 1995).

      4.2        Form of Nonqualified Stock Option Agreement
                 issued to Ian W. Diery on November 2, 1995
                 covering an aggregate of 300,000 shares of Common
                 Stock under the President's Plan.

      4.3        Form of Nonqualified Stock Option Agreement
                 issued to Ian W. Diery on November 2, 1995
                 covering an aggregate of 700,000 shares of Common
                 Stock under the President's Plan.

      5.1        Opinion of Stradling, Yocca, Carlson & Rauth,
                 a Professional Corporation, Counsel to the
                 Registrant.

     23.1        Consent of Stradling, Yocca, Carlson & Rauth,
                 a Professional Corporation (included in the
                 Opinion filed as Exhibit 5.1).

     23.2        Consent of Ernst & Young LLP, independent
                 auditors.

     24.1        Power of Attorney (included on signature page
                 to the Registration Statement at page S-1).
Item 9.  Undertakings.
----------------------
          (a)  The undersigned Registrant hereby undertakes:

          (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;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of this 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) shall not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Irvine, State of California, on the 26th day of
January, 1996.

AST RESEARCH, INC.

By:  Ian Diery
     President and Chief Executive Officer

                       POWER OF ATTORNEY

     We, the undersigned officers and directors of AST Research, Inc., do hereby
constitute and appoint Ian W. Diery and Dennis R. Leibel, or either of them, our
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature              Title                                    Date
---------              -----                                    ----           
Ian W. Diery           President, Chief Executive               January 26, 1996
                       Officer and Director 
                       (Principal Executive Officer and 
                       Acting Principal Financial Officer)                     

Mark P. de Raad        Vice President, Controller and           January 26, 1996
                       Principal Accounting Officer 
                       (Principal Accounting Officer)         
    
Safi U. Qureshey       Chairman of the Board and Director       January 26, 1996

Hoon Choo              Director                                 January 26, 1996
                                          
Richard J. Goeglein    Director                                 January 26, 1996
                                          
Kwang-Ho Kim           Director                                 January 26, 1996

Young Soo Kim          Director                                 January 26, 1996

Jack W. Peltason       Director                                 January 26, 1996
                                          
Carmelo J. Santoro     Director                                 January 26, 1996

Won Suk Yang           Director                                 January 26, 1996
                                          
Hee Dong Yoo           Director                                 January 26, 1996