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

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


                        AMDAHL CORPORATION
      (Exact name of registrant as specified in its charter)

Delaware                                               94-1728548
(State or other jurisdiction                        (IRS Employer
of incorporation or organization)             Identification No.)


1250 East Arques Avenue
Sunnyvale, California                                  94088-3470
(Address of Principal                                  (Zip Code)
Executive Offices)

         Amdahl Corporation Employee Stock Purchase Plan
                    (Full title of the plans)

                          Bruce J. Ryan
        Executive Vice President, Chief Financial Officer 
                     and Corporate Secretary
                        AMDAHL CORPORATION
                     1250 East Arques Avenue
                 Sunnyvale, California 94088-3470
             (Name and address of agent for service)

                          (408) 746-6000
  (Telephone number, including area code, of agent for service)

   ------------------------------------------------------------

This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will thereafter be effected
upon share issuances effected under the Amdahl Corporation
Employee Stock Purchase Plan.
<PAGE>
<TABLE>
<CAPTION>
                              CALCULATION OF REGISTRATION FEE


                                 PROPOSED       PROPOSED
TITLE OF                         MAXIMUM        MAXIMUM
SECURITIES       AMOUNT          OFFERING       AGGREGATE           AMOUNT OF
TO BE            TO BE           PRICE          OFFERING            REGISTRATION
REGISTERED       REGISTERED      PER SHARE      PRICE               FEE
- ----------       ----------      ---------      --------------      ------------
<C>              <C>             <C>            <C>                 <C>
common stock     5,000,000       $8.53125       $42,656,250.00      $14,709.03


(1)  This Registration Statement shall also cover any additional shares of common stock
which become issuable under the Amdahl Corporation Employee Stock Purchase Plan (the
"Purchase Plan") by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an
increase in the number the Company's outstanding shares of common stock.

(2)  Solely for the purpose of calculating the registration fee, the price per share of
common stock has been estimated in accordance with Rule 457(h).  Accordingly, the price
per share of the common stock offered under the Purchase Plan, has been estimated at
$8.53125, based on the average of the lowest and highest selling prices of the Company's
common stock on the American Stock Exchange on July 16, 1996.
</TABLE>
<PAGE>
                              PART II

        Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference

     Amdahl Corporation (the "Registrant" or the "Company")
hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1995, filed pursuant to Section 13
of the Securities Exchange Act of 1934 (the "1934 Act");

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1996, filed pursuant to Section 13
of the 1934 Act;

     (c)  The Registrant's Current Report on Form 8-K dated March
15, 1996, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act"); and

     (d)  The Registrant's Current Report on Form 8-K dated April
22, 1996, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act").

     All reports and documents filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities

     The Company's authorized capital stock consists of
200,000,000 shares of common stock, par value of $.05 per share,
and 5,000,000 shares of Preferred Stock, par value of $1.00 per
share.  As of June 26, 1996 there were 120,700,560 shares of
common stock outstanding, and no shares of Preferred Stock
outstanding.

Common Stock

     Dividends.  Subject to the restrictions described under
"Preferred Stock" below, holders of common stock are entitled to
such dividends as may be declared by the Board of Directors (the
"Board") out of funds legally available therefor.

     Voting Rights.  Holders of common stock are entitled to one
(1) vote per share on all matters submitted to a vote of holders
of common stock except that holders are entitled to cumulate
their votes in the election of directors.

     Liquidation Rights.  Upon liquidation or dissolution of the
Company, after satisfaction of any liquidation preferences of the
outstanding Preferred Stock (if any), holders of common stock are
entitled to receive pro rata all assets remaining available for
distribution to stockholders.

     Other.  All outstanding shares of common stock are, and all
shares of common stock issued pursuant to the provisions of the
Plans will, upon the receipt of payment therefor, be validly
issued, fully paid and nonassessable.  Holders of common stock
have no preemptive rights.

Preferred Stock

     Preferred Stock may be issued from time to time in one or
more series, each of such series to have such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
that are not set in the Company's Restated Certificate of
Incorporation, as the Board determines.

     Dividends.  The Board may fix by resolution(s) the relative
priority of each series in relation to other series, the rate on
shares of each series and the necessary dates to effectuate a
dividend declaration.  Also, the Board may set the limitations
and restrictions that effect the common stock while any Preferred
Stock is outstanding upon the payment of dividends.

     Conversion.  The Board may fix by resolution(s) whether or
not shares of a series are convertible, the method of conversion
and all terms and conditions for such conversion.

     Sinking Fund.  The Board may determine by resolution(s)
whether or not shares of a series shall be subject to the
operation of a sinking fund and the terms and provisions relative
to the operation thereof.

     Redemption.  The Board may fix by resolution(s) the terms
and conditions and the restrictions and limitations applicable to
each series in regards to the redemption of shares, to the extent
that such are not set in the Restated Certificate of
Incorporation.

     Voting Rights.  Except as stated in the Restated Certificate
of Incorporation, required by law or as may be provided in the
resolution(s) adopted by the Board providing for the issuance of
any series of Preferred Stock, no holder of Preferred Stock shall
have any voting powers as to any manners upon which stockholders
of the Corporation have the right to vote.

     Liquidation Rights.  The Board may fix by resolution(s) the
relative priority of each series in relation to other series and
the amount(s) the stockholders of each series shall be entitled
to receive.  Also, the Board may set limitations and restrictions
that effect the common stock while any Preferred Stock is
outstanding upon the distribution of assets on liquidation.

Item 5.   Interests of Named Experts and Counsel

     Not Applicable

Item 6.   Indemnification of Directors and Officers

     Incorporated by Reference from Registrant's Registration
Statement No. 33-55460, filed December 7, 1992.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

4(a) Amdahl Corporation Employee Stock Purchase Plan, as amended.

4(b) Participation Form under the Employee Stock Purchase Plan.

4(c) Form of Automatic Deposit Election under the Employee Stock
     Purchase Plan.

4(d) Form of Stock Purchase Agreement under the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 2(f) of
     Registrant's Registration Statement No. 2-67298, filed April
     24, 1981).

4(e) Form of Payroll Deduction Authorization under the Employee
     Stock Purchase Plan (incorporated by reference to Exhibit
     2(h) of Registrant's Registration Statement No. 2-72582,
     filed September 9, 1982).

4(f) Announcement folder material relating to the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 4(s) of
     Registrant's Registration Statement No. 33-35547, filed June
     22, 1990).

4(g) Form of Employee Stock Purchase Agreement under the Employee
     Stock Purchase Plan (incorporated by reference to Exhibit
     4(t) of Registrant's Registration Statement No. 33-35547,
     filed June 22, 1990).

4(h) Form of Enrollment Authorization under the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 4(u) of
     Registrant's Registration Statement No. 33-35547, filed June
     22, 1990).

4(i) Form of Change in Status Authorization under the Employee
     Stock Purchase Plan (incorporated by reference to Exhibit
     4(v) of Registrant's Registration Statement No. 33-35547,
     filed June 22, 1990).

4(j) Form of Automatic Deposit Election under the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 4(w) of
     Registrant's Registration Statement No. 33-35547, filed June
     22, 1990).

23(a)Consent of Counsel

23(b)Consent of Independent Public Accountants

24   Power of Attorney

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 1933
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 this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; provided, however, that clauses
(1)(I) and (1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration
by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the
Registrant's Purchase Plan.

     B.   Incorporated by Reference from Registrant's
Registration Statement No. 33-55460, filed December 7, 1992.

     C.   Incorporated by Reference from Registrant's
Registration Statement No. 33-55460, filed December 7, 1992.

<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
the City of Sunnyvale, State of California, on this 22nd day of
July, 1996.


                              AMDAHL CORPORATION



                              By   /s/ John C. Lewis
                                   -------------------
                                   John C. Lewis
                                   Chairman of the Board,
                                   Chief Executive Officer and
                                   President


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

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

/s/John C. Lewis         Chairman of the Board    July 22, 1996
- ------------------       Chief Executive Officer 
John C. Lewis            and President
                         (Principal Executive Officer)

/s/Ernest B. Thompson    Vice President and       July 22, 1996
- ---------------------    Controller
Ernest B. Thompson       (Principal Accounting Officer)

/s/Bruce J. Ryan         Executive Vice           July 22, 1996
- ----------------         President, Chief 
Bruce J. Ryan            Financial Officer and
                         Corporate Secretary
                         (Principal Financial Officer)

Keizo Fukagawa*          Director
- -----------------
Keizo Fukagawa

Michael R. Hallman*      Director
- -------------------
Michael R. Hallman

<PAGE>
E.F. Heizer, Jr.*        Director
- -------------------
E.F. Heizer, Jr.

Kazuto Kojima*           Director
- ----------------
Kazuto Kojima

Burton G. Malkiel*       Director
- --------------------
Burton G. Malkiel

George R. Packard*       Director
- --------------------
George R. Packard

Walter B. Reinhold*      Director
- ---------------------
Walter B. Reinhold

Takamitsu Tsuchimoto*    Director
- -----------------------
Takamitsu Tsuchimoto

J. Sidney Webb*          Director
- -----------------
J. Sidney Webb


*  By:  /s/Bruce J. Ryan      Attorney in Fact     July 22, 1996
        ----------------
        Bruce J. Ryan
<PAGE>
                         EXHIBIT INDEX



Exhibit No.    Description
- -----------    -----------

4(a)           Amdahl Corporation Employee Stock Purchase Plan,
               as amended.

4(b)           Participation Form under the Employee Stock
               Purchase Plan.

4(c)           Form of Automatic Deposit Election under the
               Employee Stock Purchase Plan.

23(a)          Consent of Counsel

23(b)          Consent of Independent Public Accountants

24             Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15357}]
{"company-data": {"conformed-name": "AMDAHL CORP", "cik": "0000004427", "assigned-sic": "3571", "irs-number": "941728548", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08583", "film-number": "96597401"}, "business-address": {"street1": "1250 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94088", "phone": "4087466000"}, "mail-address": {"street1": "1250 E ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94088"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
  ------------------------------------------------------------

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

                        AMDAHL CORPORATION
      (Exact name of registrant as specified in its charter)

Delaware                                               94-1728548
(State or other jurisdiction                        (IRS Employer
of incorporation or organization)             Identification No.)

1250 East Arques Avenue
Sunnyvale, California                                  94088-3470
(Address of Principal                                  (Zip Code)
Executive Offices)

         Amdahl Corporation Employee Stock Purchase Plan
                    (Full title of the plans)

                          Bruce J. Ryan
        Executive Vice President, Chief Financial Officer 
                     and Corporate Secretary
                        AMDAHL CORPORATION
                     1250 East Arques Avenue
                 Sunnyvale, California 94088-3470
             (Name and address of agent for service)

                          (408) 746-6000
  (Telephone number, including area code, of agent for service)

   ------------------------------------------------------------

This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will thereafter be effected
upon share issuances effected under the Amdahl Corporation
Employee Stock Purchase Plan.
CALCULATION OF REGISTRATION FEE

                                 PROPOSED       PROPOSED
TITLE OF                         MAXIMUM        MAXIMUM
SECURITIES       AMOUNT          OFFERING       AGGREGATE           AMOUNT OF
TO BE            TO BE           PRICE          OFFERING            REGISTRATION
REGISTERED       REGISTERED      PER SHARE      PRICE               FEE
- ----------       ----------      ---------      --------------      ------------
common stock     5,000,000       $8.53125       $42,656,250.00      $14,709.03

(1)  This Registration Statement shall also cover any additional shares of common stock
which become issuable under the Amdahl Corporation Employee Stock Purchase Plan (the
"Purchase Plan") by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results in an
increase in the number the Company's outstanding shares of common stock.

(2)  Solely for the purpose of calculating the registration fee, the price per share of
common stock has been estimated in accordance with Rule 457(h).  Accordingly, the price
per share of the common stock offered under the Purchase Plan, has been estimated at
$8.53125, based on the average of the lowest and highest selling prices of the Company's
common stock on the American Stock Exchange on July 16, 1996.
PART II

        Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference

     Amdahl Corporation (the "Registrant" or the "Company")
hereby incorporates by reference into this Registration Statement
the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 29, 1995, filed pursuant to Section 13
of the Securities Exchange Act of 1934 (the "1934 Act");

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1996, filed pursuant to Section 13
of the 1934 Act;

     (c)  The Registrant's Current Report on Form 8-K dated March
15, 1996, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act"); and

     (d)  The Registrant's Current Report on Form 8-K dated April
22, 1996, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act").

     All reports and documents filed pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.

Item 4.   Description of Securities

     The Company's authorized capital stock consists of
200,000,000 shares of common stock, par value of $.05 per share,
and 5,000,000 shares of Preferred Stock, par value of $1.00 per
share.  As of June 26, 1996 there were 120,700,560 shares of
common stock outstanding, and no shares of Preferred Stock
outstanding.

Common Stock

     Dividends.  Subject to the restrictions described under
"Preferred Stock" below, holders of common stock are entitled to
such dividends as may be declared by the Board of Directors (the
"Board") out of funds legally available therefor.

     Voting Rights.  Holders of common stock are entitled to one
(1) vote per share on all matters submitted to a vote of holders
of common stock except that holders are entitled to cumulate
their votes in the election of directors.

     Liquidation Rights.  Upon liquidation or dissolution of the
Company, after satisfaction of any liquidation preferences of the
outstanding Preferred Stock (if any), holders of common stock are
entitled to receive pro rata all assets remaining available for
distribution to stockholders.

     Other.  All outstanding shares of common stock are, and all
shares of common stock issued pursuant to the provisions of the
Plans will, upon the receipt of payment therefor, be validly
issued, fully paid and nonassessable.  Holders of common stock
have no preemptive rights.

Preferred Stock

     Preferred Stock may be issued from time to time in one or
more series, each of such series to have such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
that are not set in the Company's Restated Certificate of
Incorporation, as the Board determines.

     Dividends.  The Board may fix by resolution(s) the relative
priority of each series in relation to other series, the rate on
shares of each series and the necessary dates to effectuate a
dividend declaration.  Also, the Board may set the limitations
and restrictions that effect the common stock while any Preferred
Stock is outstanding upon the payment of dividends.

     Conversion.  The Board may fix by resolution(s) whether or
not shares of a series are convertible, the method of conversion
and all terms and conditions for such conversion.

     Sinking Fund.  The Board may determine by resolution(s)
whether or not shares of a series shall be subject to the
operation of a sinking fund and the terms and provisions relative
to the operation thereof.

     Redemption.  The Board may fix by resolution(s) the terms
and conditions and the restrictions and limitations applicable to
each series in regards to the redemption of shares, to the extent
that such are not set in the Restated Certificate of
Incorporation.

     Voting Rights.  Except as stated in the Restated Certificate
of Incorporation, required by law or as may be provided in the
resolution(s) adopted by the Board providing for the issuance of
any series of Preferred Stock, no holder of Preferred Stock shall
have any voting powers as to any manners upon which stockholders
of the Corporation have the right to vote.

     Liquidation Rights.  The Board may fix by resolution(s) the
relative priority of each series in relation to other series and
the amount(s) the stockholders of each series shall be entitled
to receive.  Also, the Board may set limitations and restrictions
that effect the common stock while any Preferred Stock is
outstanding upon the distribution of assets on liquidation.

Item 5.   Interests of Named Experts and Counsel

     Not Applicable

Item 6.   Indemnification of Directors and Officers

     Incorporated by Reference from Registrant's Registration
Statement No. 33-55460, filed December 7, 1992.

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

4(a) Amdahl Corporation Employee Stock Purchase Plan, as amended.

4(b) Participation Form under the Employee Stock Purchase Plan.

4(c) Form of Automatic Deposit Election under the Employee Stock
     Purchase Plan.

4(d) Form of Stock Purchase Agreement under the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 2(f) of
     Registrant's Registration Statement No. 2-67298, filed April
     24, 1981).

4(e) Form of Payroll Deduction Authorization under the Employee
     Stock Purchase Plan (incorporated by reference to Exhibit
     2(h) of Registrant's Registration Statement No. 2-72582,
     filed September 9, 1982).

4(f) Announcement folder material relating to the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 4(s) of
     Registrant's Registration Statement No. 33-35547, filed June
     22, 1990).

4(g) Form of Employee Stock Purchase Agreement under the Employee
     Stock Purchase Plan (incorporated by reference to Exhibit
     4(t) of Registrant's Registration Statement No. 33-35547,
     filed June 22, 1990).

4(h) Form of Enrollment Authorization under the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 4(u) of
     Registrant's Registration Statement No. 33-35547, filed June
     22, 1990).

4(i) Form of Change in Status Authorization under the Employee
     Stock Purchase Plan (incorporated by reference to Exhibit
     4(v) of Registrant's Registration Statement No. 33-35547,
     filed June 22, 1990).

4(j) Form of Automatic Deposit Election under the Employee Stock
     Purchase Plan (incorporated by reference to Exhibit 4(w) of
     Registrant's Registration Statement No. 33-35547, filed June
     22, 1990).

23(a)Consent of Counsel

23(b)Consent of Independent Public Accountants

24   Power of Attorney

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 1933
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 this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement; provided, however, that clauses
(1)(I) and (1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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 at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration
by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the
Registrant's Purchase Plan.

     B.   Incorporated by Reference from Registrant's
Registration Statement No. 33-55460, filed December 7, 1992.

     C.   Incorporated by Reference from Registrant's
Registration Statement No. 33-55460, filed December 7, 1992.
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 Sunnyvale, State of California, on this 22nd day of
July, 1996.

                              AMDAHL CORPORATION

                              By   /s/ John C. Lewis
                                   -------------------
                                   John C. Lewis
                                   Chairman of the Board,
                                   Chief Executive Officer and
                                   President

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

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

/s/John C. Lewis         Chairman of the Board    July 22, 1996
- ------------------       Chief Executive Officer 
John C. Lewis            and President
                         (Principal Executive Officer)

/s/Ernest B. Thompson    Vice President and       July 22, 1996
- ---------------------    Controller
Ernest B. Thompson       (Principal Accounting Officer)

/s/Bruce J. Ryan         Executive Vice           July 22, 1996
- ----------------         President, Chief 
Bruce J. Ryan            Financial Officer and
                         Corporate Secretary
                         (Principal Financial Officer)

Keizo Fukagawa*          Director
- -----------------
Keizo Fukagawa

Michael R. Hallman*      Director
- -------------------
Michael R. Hallman
E.F. Heizer, Jr.*        Director
- -------------------
E.F. Heizer, Jr.

Kazuto Kojima*           Director
- ----------------
Kazuto Kojima

Burton G. Malkiel*       Director
- --------------------
Burton G. Malkiel

George R. Packard*       Director
- --------------------
George R. Packard

Walter B. Reinhold*      Director
- ---------------------
Walter B. Reinhold

Takamitsu Tsuchimoto*    Director
- -----------------------
Takamitsu Tsuchimoto

J. Sidney Webb*          Director
- -----------------
J. Sidney Webb

*  By:  /s/Bruce J. Ryan      Attorney in Fact     July 22, 1996
        ----------------
        Bruce J. Ryan
EXHIBIT INDEX

Exhibit No.    Description
- -----------    -----------

4(a)           Amdahl Corporation Employee Stock Purchase Plan,
               as amended.

4(b)           Participation Form under the Employee Stock
               Purchase Plan.

4(c)           Form of Automatic Deposit Election under the
               Employee Stock Purchase Plan.

23(a)          Consent of Counsel

23(b)          Consent of Independent Public Accountants

24             Power of Attorney