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)
                    ________________________

 1991 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
                    (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          250,000           $8.8125              $2,203,125.00           $760.00
   $0.01 par value       shares               <2>                    <2> 
=====================================================================================================
</TABLE>
(1)  Includes such additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the 1991 Stock
     Option Plan for Non-Employee Directors, as amended (the "Plan"); an
     aggregate of 250,000 shares issuable under the Plan were previously
     registered on Form S-8 (Registration No. 33-52482).

(2)  Estimated solely for purposes of calculating the registration fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class, as determined in accordance with Rule 457(c), using the average
     of the high and low price reported by the Nasdaq National Market for the
     Common Stock on January 23, 1996, which was $8.8125 per share.


                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     This registration statement relates to the AST Research, Inc. 1991 Stock
Option Plan for Non-Employee Directors, as amended (the "Plan").  The Plan was
amended by the Registrant's Board of Directors on July 27, 1995, subject to
stockholder approval, which is intended to be obtained at the Registrant's
January 25, 1996 Annual Meeting of Stockholders.  As so amended, an additional
250,000 shares of Common Stock are available for grant under the Plan.
Initially, an aggregate of 250,000 shares of Common Stock were available for
grant or award under the Plan, and such 250,000 shares were registered on this
form on September 28, 1992 (Registration No. 33-52482).  This registration
statement covers the additional 250,000 shares of Common Stock issuable under
the Plan.


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

     (a)  The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-52482).


Item 8.  Exhibits.
------------------
     The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>

     Number              Description
     ------              -----------
    <C>                 <S>
      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>

                           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. Petalson      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
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{"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": "333-00489", "film-number": "96507833"}, "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)
                    ________________________

 1991 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
                    (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          250,000           $8.8125              $2,203,125.00           $760.00
   $0.01 par value       shares               <2>                    <2> 
=====================================================================================================
(1)  Includes such additional shares of Common Stock that may become issuable
     pursuant to the anti-dilution adjustment provisions of the 1991 Stock
     Option Plan for Non-Employee Directors, as amended (the "Plan"); an
     aggregate of 250,000 shares issuable under the Plan were previously
     registered on Form S-8 (Registration No. 33-52482).

(2)  Estimated solely for purposes of calculating the registration fee, in
     accordance with Rule 457(h), on the basis of the price of securities of the
     same class, as determined in accordance with Rule 457(c), using the average
     of the high and low price reported by the Nasdaq National Market for the
     Common Stock on January 23, 1996, which was $8.8125 per share.

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This registration statement relates to the AST Research, Inc. 1991 Stock
Option Plan for Non-Employee Directors, as amended (the "Plan").  The Plan was
amended by the Registrant's Board of Directors on July 27, 1995, subject to
stockholder approval, which is intended to be obtained at the Registrant's
January 25, 1996 Annual Meeting of Stockholders.  As so amended, an additional
250,000 shares of Common Stock are available for grant under the Plan.
Initially, an aggregate of 250,000 shares of Common Stock were available for
grant or award under the Plan, and such 250,000 shares were registered on this
form on September 28, 1992 (Registration No. 33-52482).  This registration
statement covers the additional 250,000 shares of Common Stock issuable under
the Plan.

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

     (a)  The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-52482).

Item 8.  Exhibits.
------------------
     The following exhibits are filed as part of this Registration Statement:
Number              Description
     ------              -----------
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).
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. Petalson      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