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
              STOCK OPTION PLAN OF DMR GROUP INC.
                   (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 or option exercises effected under the
Amdahl Corporation Stock Option Plan of DMR Group Inc.
<PAGE>
<TABLE>
<CAPTION>

<PAGE>
                              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         230,563            $8.90625       $2,053,451.72       $708.10

(1)  This Registration Statement shall also cover any additional shares of common stock
which become issuable under the Amdahl Corporation Stock Option Plan of DMR Group
Inc.("DMR 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 DMR Plan, has been estimated at $8.90625,
based on the average of the lowest and highest selling prices of the Company's common
stock on the American Stock Exchange on March 20, 1996.
</TABLE>
<PAGE>

<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").

     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 March 20, 1996 there were 119,815,039 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

     Section 145 of the General Corporation Law of Delaware and
the Registrant's Restated Bylaws contain provisions authorizing
the indemnification of corporate directors and officers against
certain liabilities and expenses incurred in connection with
proceedings involving such persons in their capacities as
directors and officers, including proceedings under the
Securities Act of 1933 ("1933 Act") or the 1934 Act.

     Article IX of the Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent
permitted by Delaware law and also provides for the advancement
of expenses to officers and directors in connection with their
defense of civil or criminal proceedings upon the written
undertaking of the director or officer to repay the advance in
the event it is ultimately determined that such individual is not
entitled to indemnification under the General Corporation Law of
Delaware.

     In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the
scope of indemnity beyond that expressly provided by the Bylaws
and the Delaware General Corporation Law.  These supplemental
contracts are permissible under Delaware General Corporation Law
and have been approved by the Registrant's stockholders.  The
agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses
(including attorney fees), judgments, fines and settlement
amounts incurred or paid by them in any action or proceeding
(including any action by or in the right of the Registrant) by
reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a
director, officer, agent or employee of another company,
partnership, joint venture, trust or other enterprise.  However,
no indemnity will be provided to any director with respect to
conduct which is adjudged to be knowingly fraudulent,
deliberately dishonest or to constitute willful misconduct.

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

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

4(a) Amdahl Corporation Stock Option Plan of DMR Group Inc.

4(b) Form of Stock Option Agreement under the Amdahl Corporation
     Stock Option Plan of DMR Group Inc.

4(c) Form of Stock Option Assumption Agreement between Amdahl
     Corporation and optionees under the Amdahl Corporation Stock
     Option Plan of DMR Group Inc.

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 132 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 1994 Plan.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

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

<PAGE>
                            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 25th day of
March, 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    March 25, 1996
------------------       Chief Executive Officer 
E. Joseph Zemke          and President
                         (Principal Executive Officer)

/s/Ernest B. Thompson    Vice President and       March 25, 1996
---------------------    Controller
Ernest B. Thompson       (Principal Accounting Officer)

/s/Bruce J. Ryan         Executive Vice           March 25, 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    March 25, 1996
        ----------------
        Bruce J. Ryan
<PAGE>
                         EXHIBIT INDEX


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

4(a)           Amdahl Corporation Stock Option Plan of DMR Group Inc.

4(b)           Form of Stock Option Agreement under the Amdahl
               Corporation Stock Option Plan of DMR Group Inc.

4(c)           Form of Stock Option Assumption Agreement between
               Amdahl Corporation and optionee under the Amdahl
               Corporation Stock Option Plan of DMR Group Inc.

23(a)          Consent of Counsel

23(b)          Consent of Independent Public Accountants

24             Power of Attorney
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{"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": "333-01945", "film-number": "96538110"}, "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
              STOCK OPTION PLAN OF DMR GROUP INC.
                   (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 or option exercises effected under the
Amdahl Corporation Stock Option Plan of DMR Group Inc.
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         230,563            $8.90625       $2,053,451.72       $708.10

(1)  This Registration Statement shall also cover any additional shares of common stock
which become issuable under the Amdahl Corporation Stock Option Plan of DMR Group
Inc.("DMR 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 DMR Plan, has been estimated at $8.90625,
based on the average of the lowest and highest selling prices of the Company's common
stock on the American Stock Exchange on March 20, 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").

     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 March 20, 1996 there were 119,815,039 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

     Section 145 of the General Corporation Law of Delaware and
the Registrant's Restated Bylaws contain provisions authorizing
the indemnification of corporate directors and officers against
certain liabilities and expenses incurred in connection with
proceedings involving such persons in their capacities as
directors and officers, including proceedings under the
Securities Act of 1933 ("1933 Act") or the 1934 Act.

     Article IX of the Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent
permitted by Delaware law and also provides for the advancement
of expenses to officers and directors in connection with their
defense of civil or criminal proceedings upon the written
undertaking of the director or officer to repay the advance in
the event it is ultimately determined that such individual is not
entitled to indemnification under the General Corporation Law of
Delaware.

     In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the
scope of indemnity beyond that expressly provided by the Bylaws
and the Delaware General Corporation Law.  These supplemental
contracts are permissible under Delaware General Corporation Law
and have been approved by the Registrant's stockholders.  The
agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses
(including attorney fees), judgments, fines and settlement
amounts incurred or paid by them in any action or proceeding
(including any action by or in the right of the Registrant) by
reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a
director, officer, agent or employee of another company,
partnership, joint venture, trust or other enterprise.  However,
no indemnity will be provided to any director with respect to
conduct which is adjudged to be knowingly fraudulent,
deliberately dishonest or to constitute willful misconduct.

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

Item 7.   Exemption from Registration Claimed

     Not applicable.

Item 8.   Exhibits

4(a) Amdahl Corporation Stock Option Plan of DMR Group Inc.

4(b) Form of Stock Option Agreement under the Amdahl Corporation
     Stock Option Plan of DMR Group Inc.

4(c) Form of Stock Option Assumption Agreement between Amdahl
     Corporation and optionees under the Amdahl Corporation Stock
     Option Plan of DMR Group Inc.

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 132 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 1994 Plan.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been informed that
in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controller person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
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 25th day of
March, 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    March 25, 1996
------------------       Chief Executive Officer 
E. Joseph Zemke          and President
                         (Principal Executive Officer)

/s/Ernest B. Thompson    Vice President and       March 25, 1996
---------------------    Controller
Ernest B. Thompson       (Principal Accounting Officer)

/s/Bruce J. Ryan         Executive Vice           March 25, 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    March 25, 1996
        ----------------
        Bruce J. Ryan
EXHIBIT INDEX

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

4(a)           Amdahl Corporation Stock Option Plan of DMR Group Inc.

4(b)           Form of Stock Option Agreement under the Amdahl
               Corporation Stock Option Plan of DMR Group Inc.

4(c)           Form of Stock Option Assumption Agreement between
               Amdahl Corporation and optionee under the Amdahl
               Corporation Stock Option Plan of DMR Group Inc.

23(a)          Consent of Counsel

23(b)          Consent of Independent Public Accountants

24             Power of Attorney