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)

                         1994 STOCK INCENTIVE PLAN
                         (Full title of the plans)


                            Edward F. Thompson
           Vice President, Chief Financial Officer and 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 1994 Stock Incentive 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      14,300,000 shares(1) $6.375(2)            $91,162,500.00    $31,435.56


(1)  This Registration Statement shall also cover any additional shares of common stock
     which become issuable under the 1994 Stock Incentive Plan ("1994 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 of 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 1994 Plan, has been estimated
     at $6.375, based on the average of the lowest and highest selling prices of the
     Company's common stock on the American Stock Exchange on June 15, 1994.
</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 31, 1993, filed pursuant to Section 13
of the Securities Exchange Act of 1934 (the "1934 Act"); and

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
fiscal period ended April 1, 1994, filed pursuant to Section 13
of 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 vaule of $1.00 per
share.  As of June 14, 1994 there were 115,533,868 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 1994 Stock Incentive Plan

4(b) Form of Notice of Automatic Stock Option Grant and Grant
     Agreement under the 1994 Stock Incentive Plan

4(c) Form of Notice of Exercise of Automatic Stock Option under
     the 1994 Stock Incentive Plan

4(d) Form of Notice of Grant of Stock Option and Grant Agreement
     for Stock Option grants under the 1994 Stock Incentive Plan

4(e) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(f) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(g) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(h) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(i) Form of Stock Issuance Agreement under the 1994 Stock
     Incentive Plan

4(j) Form of Restricted Stock Purchase Agreement under the
     Restricted Stock Plan

4(k) Form of Restricted Stock Purchase Agreement under the
     Restricted Stock Plan

4(l) Form of Addendum to Restricted Stock Purchase Agreement
     under the Restricted Stock Plan

4(m) Form of Notice of Grant of Stock Option and Grant Agreement
     for incentive stock option grants under the Stock Option
     Plan (1974)

4(n) Form of Option Agreement under the Stock Option Plan (1974)
     relating to a stock option granted to a non-employee
     director of Amdahl.

4(o) Form of Automatic/Non-Employee Director Grant Non-Qualified
     Stock Option Agreement under the Stock Option Plan (1974)

4(p) Form of Notice of Grant of Stock Option and Grant Agreement
     for U.K. Approved stock option grants under the Stock Option
     Plan (1974)

4(q) Form of Notice of Grant of Stock Option and Grant Agreement
     for Irish Approved stock option grants under the Stock
     Option Plan (1974)

4(r) Form of Stock Option Agreement for repriced options under
     the Stock Option Plan (1974)

4(s) Form of Stock Option Agreement for repriced options under
     the Stock Option Plan (1974)

4(t) Form of Approved Irish Stock Option Agreement for repriced
     options under the Stock Option Plan (1974)

4(u) Form of Approved U.K. Stock Option Agreement for repriced
     options under the Stock Option Plan (1974)

4(v) Form of Notice of Grant of Stock Option and Grant Agreement
     for Non-Qualified Stock Option Grants under the Stock Option
     Plan (1971), Stock Option Plan (1974) and Non-Qualified
     Stock Option Plan (1982)

4(w) Form of Addendum to Stock Option Agreement under the Stock
     Option Plan (1971), Stock Option Plan (1974) and Non-
     Qualified Stock Option Plan (1982)

5    Opinion of Counsel as to the legality of the securities
     being registered

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 securities 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, 1974 Plan or 1982 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>
                                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 16th day of
June, 1994.

                              AMDAHL CORPORATION


                              By   /s/E. Joseph Zemke
                                   --------------------------              
                                   E. Joseph Zemke
                                   President, Chief Executive
                                   Officer and Director


     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/E. Joseph Zemke         President, Chief       June 16, 1994
- ------------------         Executive Officer and
E. Joseph Zemke            Director (Principal 
                           Executive Officer)

/s/Edward F. Thompson      Vice President, Chief  June 16, 1994
- ---------------------      Financial Officer and
Edward F. Thompson         Secretary (Principal 
                           Financial Officer)

/s/Ernest B. Thompson      Vice President and     June 16, 1994
- ---------------------      Controller (Principal
Ernest B. Thompson         Accounting Officer)


/s/John C. Lewis*          Chairman of the Board
- -----------------          of Directors
John C. Lewis


/s/Keizo Fukagawa*         Director
- ------------------
Keizo Fukagawa


/s/E. F. Heizer, Jr.*      Director
- ---------------------
E. F. Heizer, Jr.


/s/Kazuto Kojima*          Director
- -----------------
Kazuto Kojima


/s/R. Stanley Laing*       Director
- --------------------
R. Stanley Laing


/s/Burton G. Malkiel*      Director
- ---------------------
Burton G. Malkiel


/s/George R. Packard*      Director
- ---------------------
George R. Packard


/s/Walter B. Reinhold*     Director
- ----------------------
Walter B. Reinhold


/s/Takamitsu Tsuchimoto*   Director
- ------------------------
Takamitsu Tsuchimoto


/s/J. Sidney Webb*         Director
- ------------------
J. Sidney Webb

* By: /s/Edward F. Thompson      Attorney in Fact June 16, 1994
      ---------------------
      Edward F. Thompson
<PAGE>
                               EXHIBIT INDEX

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

4(a)           Amdahl Corporation 1994 Stock Incentive Plan

4(b)           Form of Notice of Automatic Stock Option Grant and
               Grant Agreement under the 1994 Stock Incentive
               Plan

4(c)           Form of Notice of Exercise of Automatic Stock
               Option under the 1994 Stock Incentive Plan

4(d)           Form of Notice of Grant of Stock Option and Grant
               Agreement for Stock Option grants under the 1994
               Stock Incentive Plan

4(e)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(f)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(g)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(h)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(i)           Form of Stock Issuance Agreement under the 1994
               Stock Incentive Plan

4(j)           Form of Restricted Stock Purchase Agreement under
               the Restricted Stock Plan

4(k)           Form of Restricted Stock Purchase Agreement under
               the Restricted Stock Plan

4(l)           Form of Addendum to Restricted Stock Purchase
               Agreement under the Restricted Stock Plan

4(m)           Form of Notice of Grant of Stock Option and Grant
               Agreement for incentive stock option grants under
               the Stock Option Plan (1974)

4(n)           Form of Option Agreement under the Stock Option
               Plan (1974) relating to a stock option granted to
               a non-employee director of Amdahl.

4(o)           Form of Automatic/Non-Employee Director Grant Non-
               Qualified Stock Option Agreement under the Stock
               Option Plan (1974)

4(p)           Form of Notice of Grant of Stock Option and Grant
               Agreement for U.K. Approved stock option grants
               under the Stock Option Plan (1974)

4(q)           Form of Notice of Grant of Stock Option and Grant
               Agreement for Irish Approved stock option grants
               under the Stock Option Plan (1974)

4(r)           Form of Stock Option Agreement for repriced
               options under the Stock Option Plan (1974)

4(s)           Form of Stock Option Agreement for repriced
               options under the Stock Option Plan (1974)

4(t)           Form of Approved Irish Stock Option Agreement for
               repriced options under the Stock Option Plan
               (1974)

4(u)           Form of Approved U.K. Stock Option Agreement for
               repriced options under the Stock Option Plan
               (1974)

4(v)           Form of Notice of Grant of Stock Option and Grant
               Agreement for Non-Qualified Stock Option Grants
               under the Stock Option Plan (1971), Stock Option
               Plan (1974) and Non-Qualified Stock Option Plan
               (1982)

4(w)           Form of Addendum to Stock Option Agreement under
               the Stock Option Plan (1971), Stock Option Plan
               (1974) and Non-Qualified Stock Option Plan (1982)

23(a)          Consent of Counsel

23(b)          Consent of Independent Public Accountants

24             Power of Attorney
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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)

                         1994 STOCK INCENTIVE PLAN
                         (Full title of the plans)

                            Edward F. Thompson
           Vice President, Chief Financial Officer and 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 1994 Stock Incentive 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      14,300,000 shares(1) $6.375(2)            $91,162,500.00    $31,435.56

(1)  This Registration Statement shall also cover any additional shares of common stock
     which become issuable under the 1994 Stock Incentive Plan ("1994 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 of 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 1994 Plan, has been estimated
     at $6.375, based on the average of the lowest and highest selling prices of the
     Company's common stock on the American Stock Exchange on June 15, 1994.
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 31, 1993, filed pursuant to Section 13
of the Securities Exchange Act of 1934 (the "1934 Act"); and

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
fiscal period ended April 1, 1994, filed pursuant to Section 13
of 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 vaule of $1.00 per
share.  As of June 14, 1994 there were 115,533,868 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 1994 Stock Incentive Plan

4(b) Form of Notice of Automatic Stock Option Grant and Grant
     Agreement under the 1994 Stock Incentive Plan

4(c) Form of Notice of Exercise of Automatic Stock Option under
     the 1994 Stock Incentive Plan

4(d) Form of Notice of Grant of Stock Option and Grant Agreement
     for Stock Option grants under the 1994 Stock Incentive Plan

4(e) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(f) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(g) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(h) Form of Addendum to Stock Option Agreement under the 1994
     Stock Incentive Plan

4(i) Form of Stock Issuance Agreement under the 1994 Stock
     Incentive Plan

4(j) Form of Restricted Stock Purchase Agreement under the
     Restricted Stock Plan

4(k) Form of Restricted Stock Purchase Agreement under the
     Restricted Stock Plan

4(l) Form of Addendum to Restricted Stock Purchase Agreement
     under the Restricted Stock Plan

4(m) Form of Notice of Grant of Stock Option and Grant Agreement
     for incentive stock option grants under the Stock Option
     Plan (1974)

4(n) Form of Option Agreement under the Stock Option Plan (1974)
     relating to a stock option granted to a non-employee
     director of Amdahl.

4(o) Form of Automatic/Non-Employee Director Grant Non-Qualified
     Stock Option Agreement under the Stock Option Plan (1974)

4(p) Form of Notice of Grant of Stock Option and Grant Agreement
     for U.K. Approved stock option grants under the Stock Option
     Plan (1974)

4(q) Form of Notice of Grant of Stock Option and Grant Agreement
     for Irish Approved stock option grants under the Stock
     Option Plan (1974)

4(r) Form of Stock Option Agreement for repriced options under
     the Stock Option Plan (1974)

4(s) Form of Stock Option Agreement for repriced options under
     the Stock Option Plan (1974)

4(t) Form of Approved Irish Stock Option Agreement for repriced
     options under the Stock Option Plan (1974)

4(u) Form of Approved U.K. Stock Option Agreement for repriced
     options under the Stock Option Plan (1974)

4(v) Form of Notice of Grant of Stock Option and Grant Agreement
     for Non-Qualified Stock Option Grants under the Stock Option
     Plan (1971), Stock Option Plan (1974) and Non-Qualified
     Stock Option Plan (1982)

4(w) Form of Addendum to Stock Option Agreement under the Stock
     Option Plan (1971), Stock Option Plan (1974) and Non-
     Qualified Stock Option Plan (1982)

5    Opinion of Counsel as to the legality of the securities
     being registered

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 securities 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, 1974 Plan or 1982 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 16th day of
June, 1994.

                              AMDAHL CORPORATION

                              By   /s/E. Joseph Zemke
                                   --------------------------              
                                   E. Joseph Zemke
                                   President, Chief Executive
                                   Officer and Director

     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/E. Joseph Zemke         President, Chief       June 16, 1994
- ------------------         Executive Officer and
E. Joseph Zemke            Director (Principal 
                           Executive Officer)

/s/Edward F. Thompson      Vice President, Chief  June 16, 1994
- ---------------------      Financial Officer and
Edward F. Thompson         Secretary (Principal 
                           Financial Officer)

/s/Ernest B. Thompson      Vice President and     June 16, 1994
- ---------------------      Controller (Principal
Ernest B. Thompson         Accounting Officer)

/s/John C. Lewis*          Chairman of the Board
- -----------------          of Directors
John C. Lewis

/s/Keizo Fukagawa*         Director
- ------------------
Keizo Fukagawa

/s/E. F. Heizer, Jr.*      Director
- ---------------------
E. F. Heizer, Jr.

/s/Kazuto Kojima*          Director
- -----------------
Kazuto Kojima

/s/R. Stanley Laing*       Director
- --------------------
R. Stanley Laing

/s/Burton G. Malkiel*      Director
- ---------------------
Burton G. Malkiel

/s/George R. Packard*      Director
- ---------------------
George R. Packard

/s/Walter B. Reinhold*     Director
- ----------------------
Walter B. Reinhold

/s/Takamitsu Tsuchimoto*   Director
- ------------------------
Takamitsu Tsuchimoto

/s/J. Sidney Webb*         Director
- ------------------
J. Sidney Webb

* By: /s/Edward F. Thompson      Attorney in Fact June 16, 1994
      ---------------------
      Edward F. Thompson
EXHIBIT INDEX

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

4(a)           Amdahl Corporation 1994 Stock Incentive Plan

4(b)           Form of Notice of Automatic Stock Option Grant and
               Grant Agreement under the 1994 Stock Incentive
               Plan

4(c)           Form of Notice of Exercise of Automatic Stock
               Option under the 1994 Stock Incentive Plan

4(d)           Form of Notice of Grant of Stock Option and Grant
               Agreement for Stock Option grants under the 1994
               Stock Incentive Plan

4(e)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(f)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(g)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(h)           Form of Addendum to Stock Option Agreement under
               the 1994 Stock Incentive Plan

4(i)           Form of Stock Issuance Agreement under the 1994
               Stock Incentive Plan

4(j)           Form of Restricted Stock Purchase Agreement under
               the Restricted Stock Plan

4(k)           Form of Restricted Stock Purchase Agreement under
               the Restricted Stock Plan

4(l)           Form of Addendum to Restricted Stock Purchase
               Agreement under the Restricted Stock Plan

4(m)           Form of Notice of Grant of Stock Option and Grant
               Agreement for incentive stock option grants under
               the Stock Option Plan (1974)

4(n)           Form of Option Agreement under the Stock Option
               Plan (1974) relating to a stock option granted to
               a non-employee director of Amdahl.

4(o)           Form of Automatic/Non-Employee Director Grant Non-
               Qualified Stock Option Agreement under the Stock
               Option Plan (1974)

4(p)           Form of Notice of Grant of Stock Option and Grant
               Agreement for U.K. Approved stock option grants
               under the Stock Option Plan (1974)

4(q)           Form of Notice of Grant of Stock Option and Grant
               Agreement for Irish Approved stock option grants
               under the Stock Option Plan (1974)

4(r)           Form of Stock Option Agreement for repriced
               options under the Stock Option Plan (1974)

4(s)           Form of Stock Option Agreement for repriced
               options under the Stock Option Plan (1974)

4(t)           Form of Approved Irish Stock Option Agreement for
               repriced options under the Stock Option Plan
               (1974)

4(u)           Form of Approved U.K. Stock Option Agreement for
               repriced options under the Stock Option Plan
               (1974)

4(v)           Form of Notice of Grant of Stock Option and Grant
               Agreement for Non-Qualified Stock Option Grants
               under the Stock Option Plan (1971), Stock Option
               Plan (1974) and Non-Qualified Stock Option Plan
               (1982)

4(w)           Form of Addendum to Stock Option Agreement under
               the Stock Option Plan (1971), Stock Option Plan
               (1974) and Non-Qualified Stock Option Plan (1982)

23(a)          Consent of Counsel

23(b)          Consent of Independent Public Accountants

24             Power of Attorney