As filed with the Securities and Exchange
                                                 Commission on December 23, 1998

                                                 Registration No. ______________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 

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

                            DATA GENERAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                             04-2436397
       (State or Other Jurisdiction of        I.R.S. Employer Identification
         Incorporation or Organization)                    Number)

                               4400 Computer Drive
                               Westboro, MA 01580
                                 (508) 898-5000
               (Address of Principal Executive Offices) (Zip Code)

                            DATA GENERAL CORPORATION
                         1998 EMPLOYEE STOCK OPTION PLAN

                            DATA GENERAL CORPORATION
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)
                              --------------------

                                RONALD L. SKATES
                            DATA GENERAL CORPORATION
                               4400 Computer Drive
                               Westboro, MA 01580
                     (Name and Address of Agent For Service)
   Telephone Number, Including Area Code, of Agent For Service: (508) 898-5000
 

 Copies of all communications, including all communications sent to the agent
 for service, should be sent to:

                              CARL E. KAPLAN, ESQ.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000
                               fax: (212) 752-5958
 
<TABLE>

                                                      CALCULATION OF REGISTRATION FEE
<CAPTION>

       Title of Securities to be         Amount to be    Proposed maximum offering  Proposed maximum aggregate       Amount of
               registered               registered (1)       price per share(2)        offering price (2)       registration fee
     --------------------------------- ---------------- --------------------------- --------------------------- ------------------
     <S>                                  <C>                    <C>                           <C>                      <C>
     Common Stock, $.01 par value  (3)    2,500,000             $17.4375                     $43,593,750            $12,119.06
     --------------------------------- ---------------- --------------------------- --------------------------- ------------------
     Common Stock, $.01 par value  (4)      150,000             $17.4375                      $2,615,625               $727.14
     --------------------------------- ---------------- --------------------------- --------------------------- ------------------
<FN>
   (1)   Plus such additional  indeterminable  number of shares as may be required pursuant to the Data General Corporation 1998
         Employee Stock Option Plan and the Data General  Corporation 1998 Non-Employee  Director Stock Option Plan in the event
         of a stock dividend, stock split, recapitalization or other similar change in the Common Stock.
   (2)   The price is estimated in accordance with Rule 457(h)(1)  under the Securities Act of 1933, as amended,  solely for the
         purpose of  calculating  the  registration  fee, based on the average of the high and low prices of the Common Stock as
         reported on the New York Stock Exchange on December 17, 1998
   (3)   Represents  the number of shares of Common Stock under this  Registration  Statement  that may be issued under the Data
         General Corporation 1998 Employee Stock Option Plan.
   (4)   Represents  the number of shares of Common Stock under this  Registration  Statement  that may be issued under the Data
         General Corporation 1998 Non-Employee Director Stock Option Plan.
</FN>
</TABLE>

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with the rules and regulations of the Securities and Exchange
Commission,  the documents  containing the  information  called for in Part I of
Form  S-8  will be sent or  given to  individuals  who  participate  in the Data
General  Corporation  1998  Employee  Stock  Option  Plan  or the  Data  General
Corporation 1998 Non-Employee Director Stock Option Plan adopted by Data General
Corporation and are not being filed with or included in this Form S-8.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     The following documents filed  by Data General Corporation  (the "Company")
are incorporated herein by reference:
 
           (i)  The Company's  Annual  Report on  Form 10-K for  the fiscal year
                ended September 26, 1998.

           (ii) The  description  of the Company's  Common  Stock  contained  in
                its  Registration  Statement on Form 8-A dated November 7, 1973,
                as amended on February 28, 1985 and April 12, 1985.
 
     In addition  to the  foregoing,  all  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all of the securities  offered  hereunder have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. 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

     Carl E.  Kaplan,  Secretary  of the  Company,  is a partner in  Fulbright &
Jaworski  L.L.P.,  and  Frederick  R.  Adler,  a Director  and  Chairman  of the
Executive  Committee of the Board of Directors of the Company,  is of counsel to
Fulbright & Jaworski L.L.P. Messrs.  Kaplan and Adler and certain other partners
of Fulbright & Jaworski L.L.P. beneficially owned an aggregate of 296,057 shares
of Common Stock of the Company as of December 17, 1998.

<PAGE>

Item 6.           Indemnification of Directors and Officers

     Section  145  of  the   General   Corporation   Law  of  Delaware   permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and subject to certain  limitations.  Article  TENTH of the
Company's Restated  Certificate of Incorporation and Article VI of the Company's
By-Laws contain provisions for the  indemnification  of directors,  officers and
employees within the limitations  permitted by Section 145. The Company has also
entered into indemnification agreements with its directors and officers based on
the indemnification provisions in Section 145.

     The Company carries a directors' and officers'  liability  insurance policy
which provides for payment of certain  liability claims and the related expenses
of the Company's directors and officers in connection with threatened,  pending,
or completed actions,  suits or proceedings  against them in their capacities as
directors and officers, in accordance with the Company's By-laws and the General
Corporation Law of Delaware.

Item 7.           Exemption from Registration Claimed

         Not Applicable.

Item 8.           Exhibits

    4.1      --   Data General Corporation 1998 Employee Stock Option Plan

    4.2      --   Data General Corporation 1998 Non-Employee Director Stock
                  Option Plan

    5        --   Opinion of Fulbright & Jaworski L.L.P.

    23.1     --   Consent of PricewaterhouseCoopers LLP

    23.2     --   Consent of Fulbright & Jaworski L.L.P.
                  (included in Exhibit 5).

    24       --   Power of Attorney (included in signature page).


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:

<PAGE>

                    (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 in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    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  registration  statement  is on Form S-3 or Form S-8, and
          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 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 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to 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>

          (h)  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  Securities  Act of 1933  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  of  the  registrant  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 of 1933 and will be governed by the final
     adjudication of such issue.

<PAGE>


                                   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 Westboro,  Massachusetts on the 21st day of
     December, 1998.
                                                DATA GENERAL CORPORATION

                                                By:  /s/  Ronald L. Skates
                                                     --------------------------
                                                             Ronald L. Skates
                                                             President and Chief
                                                             Executive Officer


          Pursuant to the  requirements of the Securities Act of 1933, the Board
     of Directors of Data General  Corporation has duly caused this Registration
     Statement  to be signed on its behalf by the  undersigned,  thereunto  duly
     authorized, in Westboro, Massachusetts on the 21st day of December, 1998.


Signature                         Title                        Date
-------------------------------   ---------------------------- -----------------


/s/ Ronald L. Skates              President, Chief             December 21, 1998
--------------------              Executive Officer, Director,
Ronald L. Skates                  (Principle Executive Officer)


/s/ John J. Gavin Jr.             Vice President, Controller   December 21, 1998
--------------------              and Acting Chief Financial
John J. Gavin Jr.                 Officer


/s/ Robert C. McBride             Vice President, Treasurer    December 21, 1998
---------------------             and Acting Chief Accounting
Robert C. McBride                 Officer


<PAGE>

/s/ Ferdinand Colloredo-Mansfeld  Director                     December 21, 1998
-------------------------------
Ferdinand Colloredo-Mansfeld


/s/ Jeffrey M. Cunningham         Director                     December 21, 1998
-------------------------
Jeffrey M. Cunningham


/s/ W. Nicholas Thorndike         Director                     December 21, 1998
-------------------------
W. Nicholas Thorndike


/s/ Donald H. Trautlein           Director                     December 21, 1998
-----------------------
Donald H. Trautlein


/s/ Richard L. Tucker             Director                     December 21, 1998
---------------------
Richard L. Tucker



          Pursuant to the  requirements  of the Securities Act of 1933, the 1998
     Employee  Stock  Option Plan  Committee  of the Board of  Directors of Data
     General  Corporation  has duly caused  this  Registration  Statement  to be
     signed on its behalf by the  undersigned,  thereunto  duly  authorized,  in
     Westboro, Massachusetts on the 21st day of December, 1998.

                                                  DATA GENERAL CORPORATION
                                                  1998 EMPLOYEE STOCK
                                                  OPTION PLAN

                                                  By:  /s/ Jeffrey M. Cunningham
                                                       -------------------------
                                                           Jeffrey M. Cunningham

                                                  By:  /s/ W. Nicholas Thorndike
                                                       -------------------------
                                                           W. Nicholas Thorndike

                                                  By:  /s/ Donald H. Trautlein
                                                       -------------------------
                                                           Donald H. Trautlein

                                                  By:  /s/ Richard L. Tucker
                                                       -------------------------
                                                           Richard L. Tucker

<PAGE>


                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS,  that each individual  whose signature
     appears   below   constitutes   and   appoints   Ronald   L.   Skates   and
     Robert C. McBride,  or either of them, his true and lawful attorney-in-fact
     and agent 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 (including  post-effective  amendments) to this Registration
     Statement,  and to  file  the  same  with  all  exhibits  thereto,  and all
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting said  attorney-in-fact  and agent,  and each of them,
     full power and  authority  to do and  perform  each and every act and thing
     requisite and  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 said attorney-in-fact and agent or either
     of them,  or their 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 dates indicated:

Signature                         Title                        Date
--------------------------------  ---------------------------- -----------------

/s/ Ronald L. Skates              President, Chief             December 21, 1998
--------------------              Executive Officer, Director,
Ronald L. Skates                  (Principle Executive Officer)
 


/s/ John J. Gavin Jr.             Vice President, Controller   December 21, 1998
---------------------             and Acting Chief Financial
John J. Gavin Jr.                 Officer


/s/ Robert C. McBride             Vice President, Treasurer    December 21, 1998
---------------------             and Acting Chief Accounting
Robert C. McBride                 Officer


/s/ Ferdinand Colloredo-Mansfeld  Director                     December 21, 1998
--------------------------------
Ferdinand Colloredo-Mansfeld

<PAGE>


/s/ Jeffrey M. Cunningham         Director                     December 21, 1998
------------------------
Jeffrey M. Cunningham


/s/ W. Nicholas Thorndike         Director                     December 21, 1998
-------------------------
W. Nicholas Thorndike


/s/ Donald H. Trautlein           Director                     December 21, 1998
-----------------------
Donald H. Trautlein

/s/ Richard L. Tucker             Director                     December 21, 1998
---------------------
Richard L. Tucker

<PAGE>

                                INDEX TO EXHIBITS


Exhibit
  No.         Description

4.1    --     Data General Corporation 1998 Employee Stock Option Plan

4.2    --     Data General Corporation 1998 Non-Employee Director Stock Option
              Plan
 
5      --     Opinion of Fulbright & Jaworski L.L.P.

23.1   --     Consent of PricewaterhouseCoopers LLP

23.2   --     Consent of Fulbright & Jaworski L.L.P.
              (included in Exhibit 5).

24     --     Power of Attorney (included in signature page).

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22241}]
{"company-data": {"conformed-name": "DATA GENERAL CORP", "cik": "0000026999", "assigned-sic": "3570", "irs-number": "042436397", "state-of-incorporation": "DE", "fiscal-year-end": "0925"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69559", "film-number": "98774537"}, "business-address": {"street1": "4400 COMPUTER DR", "city": "WESTBORO", "state": "MA", "zip": "10580", "phone": "5088985000"}, "mail-address": {"street1": "4400 COMPUTER DRIVE", "city": "WESTBORO", "state": "MA", "zip": "10580"}}
As filed with the Securities and Exchange
                                                 Commission on December 23, 1998

                                                 Registration No. ______________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 

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

                            DATA GENERAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                             04-2436397
       (State or Other Jurisdiction of        I.R.S. Employer Identification
         Incorporation or Organization)                    Number)

                               4400 Computer Drive
                               Westboro, MA 01580
                                 (508) 898-5000
               (Address of Principal Executive Offices) (Zip Code)

                            DATA GENERAL CORPORATION
                         1998 EMPLOYEE STOCK OPTION PLAN

                            DATA GENERAL CORPORATION
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)
                              --------------------

                                RONALD L. SKATES
                            DATA GENERAL CORPORATION
                               4400 Computer Drive
                               Westboro, MA 01580
                     (Name and Address of Agent For Service)
   Telephone Number, Including Area Code, of Agent For Service: (508) 898-5000
 

 Copies of all communications, including all communications sent to the agent
 for service, should be sent to:

                              CARL E. KAPLAN, ESQ.
                           Fulbright & Jaworski L.L.P.
                                666 Fifth Avenue
                            New York, New York 10103
                                 (212) 318-3000
                               fax: (212) 752-5958
 

                                                      CALCULATION OF REGISTRATION FEE
Title of Securities to be         Amount to be    Proposed maximum offering  Proposed maximum aggregate       Amount of
               registered               registered (1)       price per share(2)        offering price (2)       registration fee
     --------------------------------- ---------------- --------------------------- --------------------------- ------------------
Common Stock, $.01 par value  (3)    2,500,000             $17.4375                     $43,593,750            $12,119.06
     --------------------------------- ---------------- --------------------------- --------------------------- ------------------
     Common Stock, $.01 par value  (4)      150,000             $17.4375                      $2,615,625               $727.14
     --------------------------------- ---------------- --------------------------- --------------------------- ------------------
(1)   Plus such additional  indeterminable  number of shares as may be required pursuant to the Data General Corporation 1998
         Employee Stock Option Plan and the Data General  Corporation 1998 Non-Employee  Director Stock Option Plan in the event
         of a stock dividend, stock split, recapitalization or other similar change in the Common Stock.
   (2)   The price is estimated in accordance with Rule 457(h)(1)  under the Securities Act of 1933, as amended,  solely for the
         purpose of  calculating  the  registration  fee, based on the average of the high and low prices of the Common Stock as
         reported on the New York Stock Exchange on December 17, 1998
   (3)   Represents  the number of shares of Common Stock under this  Registration  Statement  that may be issued under the Data
         General Corporation 1998 Employee Stock Option Plan.
   (4)   Represents  the number of shares of Common Stock under this  Registration  Statement  that may be issued under the Data
         General Corporation 1998 Non-Employee Director Stock Option Plan.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with the rules and regulations of the Securities and Exchange
Commission,  the documents  containing the  information  called for in Part I of
Form  S-8  will be sent or  given to  individuals  who  participate  in the Data
General  Corporation  1998  Employee  Stock  Option  Plan  or the  Data  General
Corporation 1998 Non-Employee Director Stock Option Plan adopted by Data General
Corporation and are not being filed with or included in this Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed  by Data General Corporation  (the "Company")
are incorporated herein by reference:
 
           (i)  The Company's  Annual  Report on  Form 10-K for  the fiscal year
                ended September 26, 1998.

           (ii) The  description  of the Company's  Common  Stock  contained  in
                its  Registration  Statement on Form 8-A dated November 7, 1973,
                as amended on February 28, 1985 and April 12, 1985.
 
     In addition  to the  foregoing,  all  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all of the securities  offered  hereunder have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. 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

     Carl E.  Kaplan,  Secretary  of the  Company,  is a partner in  Fulbright &
Jaworski  L.L.P.,  and  Frederick  R.  Adler,  a Director  and  Chairman  of the
Executive  Committee of the Board of Directors of the Company,  is of counsel to
Fulbright & Jaworski L.L.P. Messrs.  Kaplan and Adler and certain other partners
of Fulbright & Jaworski L.L.P. beneficially owned an aggregate of 296,057 shares
of Common Stock of the Company as of December 17, 1998.
Item 6.           Indemnification of Directors and Officers

     Section  145  of  the   General   Corporation   Law  of  Delaware   permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and subject to certain  limitations.  Article  TENTH of the
Company's Restated  Certificate of Incorporation and Article VI of the Company's
By-Laws contain provisions for the  indemnification  of directors,  officers and
employees within the limitations  permitted by Section 145. The Company has also
entered into indemnification agreements with its directors and officers based on
the indemnification provisions in Section 145.

     The Company carries a directors' and officers'  liability  insurance policy
which provides for payment of certain  liability claims and the related expenses
of the Company's directors and officers in connection with threatened,  pending,
or completed actions,  suits or proceedings  against them in their capacities as
directors and officers, in accordance with the Company's By-laws and the General
Corporation Law of Delaware.

Item 7.           Exemption from Registration Claimed

         Not Applicable.

Item 8.           Exhibits

    4.1      --   Data General Corporation 1998 Employee Stock Option Plan

    4.2      --   Data General Corporation 1998 Non-Employee Director Stock
                  Option Plan

    5        --   Opinion of Fulbright & Jaworski L.L.P.

    23.1     --   Consent of PricewaterhouseCoopers LLP

    23.2     --   Consent of Fulbright & Jaworski L.L.P.
                  (included in Exhibit 5).

    24       --   Power of Attorney (included in signature page).

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 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 in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    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  registration  statement  is on Form S-3 or Form S-8, and
          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 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 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to 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.
(h)  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  Securities  Act of 1933  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  of  the  registrant  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 of 1933 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 Westboro,  Massachusetts on the 21st day of
     December, 1998.
                                                DATA GENERAL CORPORATION

                                                By:  /s/  Ronald L. Skates
                                                     --------------------------
                                                             Ronald L. Skates
                                                             President and Chief
                                                             Executive Officer

          Pursuant to the  requirements of the Securities Act of 1933, the Board
     of Directors of Data General  Corporation has duly caused this Registration
     Statement  to be signed on its behalf by the  undersigned,  thereunto  duly
     authorized, in Westboro, Massachusetts on the 21st day of December, 1998.

Signature                         Title                        Date
-------------------------------   ---------------------------- -----------------

/s/ Ronald L. Skates              President, Chief             December 21, 1998
--------------------              Executive Officer, Director,
Ronald L. Skates                  (Principle Executive Officer)

/s/ John J. Gavin Jr.             Vice President, Controller   December 21, 1998
--------------------              and Acting Chief Financial
John J. Gavin Jr.                 Officer

/s/ Robert C. McBride             Vice President, Treasurer    December 21, 1998
---------------------             and Acting Chief Accounting
Robert C. McBride                 Officer
/s/ Ferdinand Colloredo-Mansfeld  Director                     December 21, 1998
-------------------------------
Ferdinand Colloredo-Mansfeld

/s/ Jeffrey M. Cunningham         Director                     December 21, 1998
-------------------------
Jeffrey M. Cunningham

/s/ W. Nicholas Thorndike         Director                     December 21, 1998
-------------------------
W. Nicholas Thorndike

/s/ Donald H. Trautlein           Director                     December 21, 1998
-----------------------
Donald H. Trautlein

/s/ Richard L. Tucker             Director                     December 21, 1998
---------------------
Richard L. Tucker

          Pursuant to the  requirements  of the Securities Act of 1933, the 1998
     Employee  Stock  Option Plan  Committee  of the Board of  Directors of Data
     General  Corporation  has duly caused  this  Registration  Statement  to be
     signed on its behalf by the  undersigned,  thereunto  duly  authorized,  in
     Westboro, Massachusetts on the 21st day of December, 1998.

                                                  DATA GENERAL CORPORATION
                                                  1998 EMPLOYEE STOCK
                                                  OPTION PLAN

                                                  By:  /s/ Jeffrey M. Cunningham
                                                       -------------------------
                                                           Jeffrey M. Cunningham

                                                  By:  /s/ W. Nicholas Thorndike
                                                       -------------------------
                                                           W. Nicholas Thorndike

                                                  By:  /s/ Donald H. Trautlein
                                                       -------------------------
                                                           Donald H. Trautlein

                                                  By:  /s/ Richard L. Tucker
                                                       -------------------------
                                                           Richard L. Tucker
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS,  that each individual  whose signature
     appears   below   constitutes   and   appoints   Ronald   L.   Skates   and
     Robert C. McBride,  or either of them, his true and lawful attorney-in-fact
     and agent 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 (including  post-effective  amendments) to this Registration
     Statement,  and to  file  the  same  with  all  exhibits  thereto,  and all
     documents  in  connection  therewith,  with  the  Securities  and  Exchange
     Commission,  granting said  attorney-in-fact  and agent,  and each of them,
     full power and  authority  to do and  perform  each and every act and thing
     requisite and  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 said attorney-in-fact and agent or either
     of them,  or their 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 dates indicated:

Signature                         Title                        Date
--------------------------------  ---------------------------- -----------------

/s/ Ronald L. Skates              President, Chief             December 21, 1998
--------------------              Executive Officer, Director,
Ronald L. Skates                  (Principle Executive Officer)
 

/s/ John J. Gavin Jr.             Vice President, Controller   December 21, 1998
---------------------             and Acting Chief Financial
John J. Gavin Jr.                 Officer

/s/ Robert C. McBride             Vice President, Treasurer    December 21, 1998
---------------------             and Acting Chief Accounting
Robert C. McBride                 Officer

/s/ Ferdinand Colloredo-Mansfeld  Director                     December 21, 1998
--------------------------------
Ferdinand Colloredo-Mansfeld
/s/ Jeffrey M. Cunningham         Director                     December 21, 1998
------------------------
Jeffrey M. Cunningham

/s/ W. Nicholas Thorndike         Director                     December 21, 1998
-------------------------
W. Nicholas Thorndike

/s/ Donald H. Trautlein           Director                     December 21, 1998
-----------------------
Donald H. Trautlein

/s/ Richard L. Tucker             Director                     December 21, 1998
---------------------
Richard L. Tucker
INDEX TO EXHIBITS

Exhibit
  No.         Description

4.1    --     Data General Corporation 1998 Employee Stock Option Plan

4.2    --     Data General Corporation 1998 Non-Employee Director Stock Option
              Plan
 
5      --     Opinion of Fulbright & Jaworski L.L.P.

23.1   --     Consent of PricewaterhouseCoopers LLP

23.2   --     Consent of Fulbright & Jaworski L.L.P.
              (included in Exhibit 5).

24     --     Power of Attorney (included in signature page).