
                               Exhibit 4(b)

                                 NOTICE OF
                        AUTOMATIC STOCK OPTION GRANT
                      -------------------------------

          Notice is hereby given of the following stock option
(the "Option") to purchase shares of the common stock of Amdahl
Corporation (the "Corporation") which has been granted pursuant
to the Automatic Option Grant Program in effect under the
Corporation's 1994 Stock Incentive Plan ( the "Plan"): 

          OPTIONEE:                                     

          GRANT DATE:                                   

          TYPE OF OPTION:  Non-Statutory Stock Option

          EXERCISE PRICE:  $                  per share

          NUMBER OF OPTION SHARES:  5,000 shares

          EXPIRATION DATE:                              

          EXERCISE SCHEDULE:  The Option is immediately
exercisable for all the Option Shares

          VESTING SCHEDULE:  The Option Shares shall initially be
unvested and subject to repurchase by the Corporation, at the
Exercise Price paid per share, upon Optionee's cessation of
service as a member of the Corporation's Board of Directors (the
"Board") prior to vesting in the Option Shares.  Optionee shall
acquire a vested interest in the Option Shares, and the
Corporation's repurchase right with respect to the Option Shares
shall lapse, in two (2) equal and successive annual installments
over Optionee's continued period of Board service, with the first
such installment to vest upon Optionee's completion of one (1)
year of Board service measured from the Grant Date.  In no event
shall any additional Option Shares vest following Optionee's
cessation of Board service for any reason other than death or
permanent disability.

          Optionee understands and agrees that the Option is
granted subject to and in accordance with the express terms and
conditions of the Plan governing automatic option grants to Board
members.  Optionee further agrees to be bound by the terms and
conditions of the Plan and the terms and conditions of the Option
as set forth in the Automatic Stock Option Agreement attached
hereto as Exhibit A.

          Optionee hereby acknowledges receipt of a copy of the
official Plan Summary and Prospectus.  A copy of the Plan is also
available upon request made to the Corporate Secretary at the
Corporate Offices at 1250 East Arques Avenue, P.O. Box 3470,
Sunnyvale, California 94088-3470.

          REPURCHASE RIGHT.  OPTIONEE HEREBY AGREES THAT ALL
          ----------------
UNVESTED OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION
SHALL NOT BE TRANSFERABLE AND SHALL BE SUBJECT TO REPURCHASE BY
THE CORPORATION AND ITS ASSIGNS, AT THE EXERCISE PRICE PAID PER
SHARE, UPON OPTIONEE'S CESSATION OF SERVICE AS A MEMBER OF THE
CORPORATION'S BOARD OF DIRECTORS.  THE TERMS AND CONDITIONS OF
SUCH REPURCHASE RIGHT SHALL BE SET FORTH IN A STOCK ISSUANCE
AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION,
EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE.

          No provision of this Notice of Automatic Stock Option
Grant or the attached Automatic Stock Option Agreement shall in
any way be construed or interpreted so as to affect adversely or
otherwise impair the right of the Corporation or the stockholders
to remove Optionee from the Board at any time in accordance with
the provisions of applicable law.

DATED:                     , 199__


                              AMDAHL CORPORATION

                              By:                                

                              Title:                              


                                                                 
                                               OPTIONEE

                              Address:                          

                                                                


Attachments:
Exhibit A:     Automatic Stock Option Grant Agreement

<PAGE>
                            AMDAHL CORPORATION

                  AUTOMATIC STOCK OPTION GRANT AGREEMENT
                 ----------------------------------------


RECITALS
- --------

          A.   The Corporation has approved an Automatic Option
Grant Program under the 1994 Stock Incentive Plan (the "Plan"),
pursuant to which special option grants are to be made to
eligible members of the Corporation's Board of Directors (the
"Board") at periodic intervals over their period of Board service
in order to encourage such individuals to remain in the
Corporation's service.

          B.   Optionee is an eligible Board member, and this
Agreement is executed pursuant to, and is intended to carry out
the purposes of, the Plan in connection with the automatic grant
of a stock option to purchase shares of the Corporation's common
stock ("Common Stock") under the Plan.

          C.   The granted option is intended to be a non-
statutory option which does not meet the requirements of Section
422 of the Internal Revenue Code and is designed to provide
Optionee with a meaningful incentive to continue to serve as a
member of the Board.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.   Grant of Option.  Subject to and upon the terms
               ---------------
and conditions set forth in this Agreement, there is hereby
granted to Optionee, as of the date of grant (the "Grant Date")
specified in the accompanying Notice of Grant of Automatic Stock
Option (the "Grant Notice"), a stock option to purchase up to
that number of shares of Common Stock (the "Option Shares") as is
specified in the Grant Notice.  The Option Shares shall be
purchasable from time to time during the option term at the price
per share (the "Exercise Price") specified in the Grant Notice.

          2.   Option Term.  This option shall have a maximum
               -----------
term of ten (10) years measured from the Grant Date and shall
expire at the close of business on the Expiration Date specified
in the Grant Notice, unless sooner terminated under Paragraph 5,
7 or 8.

          3.   Limited Transferability.  This option, together
               -----------------------
with the special stock appreciation right provided under
Paragraph 8.b, shall be neither transferable nor assignable by
Optionee, other than a transfer of this option effected by will
or by the laws of descent and distribution following Optionee's
death, and may be exercised, during Optionee's lifetime, only by
Optionee.

          4.   Exercisability.  This option shall be immediately
               --------------
exercisable for any or all of the Option Shares, whether or not
the Option Shares are at the time vested in accordance with the
Vesting Schedule set forth in the Grant Notice, and this option
shall remain so exercisable until the expiration or sooner
termination of the option term.  In no event, however, shall any
additional Option Shares vest following Optionee's cessation of
service as a Board member for any reason other than death or
permanent disability.

          5.   Cessation of Board Service.  Should Optionee's
               --------------------------
service as a Board member cease while this option remains
outstanding, then the option term specified in Paragraph 2 shall
terminate (and this option shall cease to remain outstanding)
prior to the Expiration Date in accordance with the following
provisions:

               a.    Should Optionee cease to serve as a Board
member for any reason (other than death or permanent disability)
while holding this option, then the period for exercising this
option shall be reduced to a six (6)-month period commencing with
the date of such cessation of Board service, but in no event
shall this option be exercisable at any time after the Expiration
Date.  During such limited period of exercisability, this option
may not be exercised for more than the number of Option Shares
(if any) in which Optionee is vested on the date Optionee ceases
service as a Board member.  Upon the earlier of (i) the
expiration of such six (6)-month period or (ii) the specified
Expiration Date, the option shall terminate and cease to be
exercisable with respect to any vested Option Shares for which
the option has not otherwise been exercised.

               b.   Should Optionee die during the six (6)-month
period following his or her cessation of Board service, then the
personal representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution
shall have the right to exercise this option for any or all of
the Option Shares in which Optionee is vested at the time of
Optionee's cessation of Board service (less any Option Shares
subsequently purchased by Optionee prior to death).  Such right
of exercise shall terminate, and this option shall accordingly
cease to remain exercisable for such vested Option Shares, upon
the earlier of (i) the expiration of the twelve (12)-month period
measured from the date of Optionee's death or (ii) the specified
Expiration Date of the option term.

               c.   Should Optionee die or become permanently
disabled while serving as a Board member, then all the Option
Shares subject to this option at the time of such cessation of
Board service shall immediately vest, and Optionee (or the
personal representative of Optionee's estate or the person or
persons to whom the option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution)
shall have the right to exercise this option for any or all of
those vested Option Shares.  Such right of exercise shall
terminate, and this option shall accordingly cease to remain
outstanding with respect to the Option Shares, upon the earlier
of (i) the expiration of the twelve (12)-month period measured
from the date on which Optionee dies or becomes permanently
disabled or (ii) the specified Expiration Date of the option
term.

               d.   Upon Optionee's cessation of Board service
for any reason other than death or permanent disability, this
option shall immediately terminate and cease to remain
outstanding with respect to any and all Option Shares in which
Optionee is not otherwise at that time vested in accordance with
the normal Vesting Schedule set forth in the Grant Notice or the
special vesting acceleration provisions of Paragraph 7 or 8.

               e.   Optionee shall be deemed to be permanently
disabled if Optionee is unable to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment expected to result in death or to be of
continuous duration of twelve (12) months or more.

          6.   Adjustment in Option Shares.
               ---------------------------

          A.   Should any change be made to the Common Stock
issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares or other change affecting such Common Stock as a class
without the Corporation's receipt of consideration, then the
number and class of securities purchasable under this option and
the Exercise Price payable per share shall be appropriately
adjusted to prevent the dilution or enlargement of Optionee's
rights hereunder; provided, however, the aggregate Exercise Price
shall remain the same.

          B.   To the extent this option is assumed in connection
with any Corporate Transaction under Paragraph 7 or is otherwise
to continue in effect, this option shall be appropriately
adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would
have been issued to Optionee, in consummation of such Corporate
Transaction, had this option been exercised immediately prior to
such Corporate Transaction.  Appropriate adjustments shall also
be made to the Exercise Price payable per share, provided the
aggregate Exercise Price payable for such securities shall remain
the same.  

          7.   Corporate Transaction.  In the event of any of the
               ---------------------
following stockholder-approved transactions to which the
Corporation is a party (a "Corporate Transaction"):

               a.   a merger or consolidation in which the
Corporation is not the surviving entity, except for a transaction
the principal purpose of which is to change the state in which
the Corporation is incorporated,

               b.   the sale, transfer or other disposition of
all or substantially all of the assets of the Corporation in
complete liquidation or dissolution of the Corporation, or

               c.   any reverse merger in which the Corporation
is the surviving entity but in which securities possessing more
than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities are transferred to a
person or persons different from those who held such securities
immediately prior to such merger,

               all Option Shares at the time subject to this
option but not otherwise vested shall automatically vest in full
and the Corporation's repurchase right with respect to those
shares shall immediately terminate, so that this option shall,
immediately prior to the specified effective date for the
Corporate Transaction, become fully exercisable for all of the
Option Shares at the time subject to this option and may be
exercised for all or any portion of such shares as fully vested
shares of Common Stock.  Immediately following the consummation
of the Corporate Transaction, this option shall terminate and
cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).

          8.   Change in Control/Hostile Takeover.
               ----------------------------------

               a.   All Option Shares subject to this option at
the time of a Change in Control or Hostile Take-Over (as such
terms are defined below) but not otherwise vested shall
automatically vest in full, and the Corporation's repurchase
right shall immediately terminate with respect to those shares,
so that this option shall, immediately prior to the effective
date of such Change in Control or Hostile Take-Over, become fully
exercisable for all of the Option Shares at the time subject to
this option and may be exercised for all or any portion of such
shares as fully vested shares of Common Stock.  This option shall
remain exercisable for such fully vested Option Shares until the
earliest to occur of (i) the specified Expiration Date of the
option term, (ii) the sooner termination of this option in
accordance with Paragraph 5 or 7 or (iii) the surrender of this
option under Paragraph 8.b.

               b.   Provided this option has been outstanding for
at least six (6) months prior to the occurrence of a Hostile
Take-Over, Optionee shall also have the unconditional right
(exercisable during the thirty (30)-day period immediately
following the consummation of such Hostile Take-Over) to
surrender this option to the Corporation in exchange for a cash
distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the Option Shares at the
time subject to the surrendered option over (ii) the aggregate
Exercise Price payable for such shares.

          To exercise this limited stock appreciation right,
Optionee must, during the applicable thirty (30)-day exercise
period, provide the Corporation with written notice of the option
surrender in which there is specified the number of Option Shares
as to which the Option is being surrendered.  Such notice must be
accompanied by the return of Optionee's copy of this Agreement,
together with any written amendments to such Agreement.  The cash
distribution shall be paid to Optionee within five (5) days
following such delivery date, and neither the approval of the
Plan Administrator nor the consent of the Board shall be required
in connection with the option surrender and cash distribution. 
Upon receipt of such cash distribution, this option shall be
cancelled with respect to the shares subject to the surrendered
option (or the surrendered portion), and Optionee shall cease to
have any further right to acquire those Option Shares under this
Agreement.  However, should this option be surrendered for only a
portion of the Option Shares at the time subject to the option, a
new stock option agreement (substantially in the form of this
Agreement) shall be issued by the Corporation for the balance of
the Option Shares for which this option is not surrendered.

          This limited stock appreciation right shall in all
events terminate upon the expiration or sooner termination of the
option term and may not be assigned or transferred by Optionee.

               c.   Definitions:  For purposes of this Agreement,
                    -----------
the following definitions shall be in effect:

               CHANGE IN CONTROL: a change in ownership or
control of the Corporation effected through either of the
following transactions:

               -    a direct acquisition by any person (or
related group of persons) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Act of 1934,
as amended (the "1934 Act"), of securities possessing more than
ten percent (10%) of the total combined voting power of the
Corporation's outstanding securities, 

               -    the direct or indirect acquisition by any
person or related group of persons, whether by tender or exchange
offer made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of additional
securities of the Corporation which increases the beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
the total securities holdings of such person (or related group of
persons) to a level of securities possessing more than fifty
percent (50%) of the total combined voting power of the
Corporation's outstanding securities, or

               -    the direct or indirect acquisition by any
person or related group of persons, whether by tender or exchange
offer made directly to the Corporation's stockholders, private
purchases from one or more of the Corporation's stockholders,
open market purchases or any other transaction, of beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities of the Corporation possessing sufficient voting power
in the aggregate to elect an absolute majority of the Board
(rounded up to the next whole number).

               HOSTILE TAKE-OVER: a change in ownership of the
Corporation effected through the following transaction:

               -    the direct or indirect acquisition by any
person or related group of persons of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant
to a tender or exchange offer made directly to the Corporation's
stockholders which the Board does not recommend such stockholders
to accept, and

               -    more than fifty percent (50%) of the acquired
securities are accepted from holders other than the officers and
directors of the Corporation subject to the short-swing profit
restrictions of Section 16 of the 1934 Act.

               TAKE-OVER PRICE: the greater of (i) the Fair
Market Value (as defined in subparagraph 9.b. below) per share of
Common Stock on the date the option is surrendered to the
Corporation in connection with the Hostile Take-Over or (ii) the
highest reported price per share of Common Stock paid by the
tender offeror in effecting such Hostile Take-Over.

          9.   Manner of Exercising Option.
               ---------------------------

               a.   In order to exercise this option for all or
any part of the Option Shares for which the option is at the time
exercisable, Optionee (or in the case of exercise after
Optionee's death, Optionee's executor, administrator, heir or
legatee, as the case may be) must take the following actions:

                    (1)  To the extent the option is exercised
for vested Option Shares, the Secretary of the Corporation shall
be provided with written notice of the option exercise (the
"Exercise Notice"), in substantially the form of Exhibit I
attached hereto, in which there is specified the number of vested
Option Shares which are to be purchased under the exercised
option.  To the extent the option is exercised for one or more
unvested Option Shares, Optionee (or other person exercising the
option) shall deliver to the Secretary of the Corporation a stock
Issuance Agreement (in form and substance satisfactory to the
Corporation) which grants the Corporation the right to
repurchase, at the Exercise Price, any and all unvested Option
Shares held by Optionee at the time of his or her cessation of
Board service and which precludes the sale, transfer or other
disposition of any purchased Option Shares subject to such
repurchase right ("the Issuance Agreement").

                    (2)  The aggregate Exercise Price for the
purchased shares shall be paid in one of the following
alternative forms:

                         (a)  full payment in cash or check made
payable to the Corporation's order; 

                         (b)  full payment in shares of Common
Stock held by Optionee for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the
Exercise Date (as defined below); 

                         (c)  full payment in a combination of
shares of Common Stock held for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the
Exercise Date and cash or check made payable to the Corporation's
order; or

                         (d)  to the extent the option is
exercised for vested Option Shares, full payment effected through
the Immediate Sale Program: a broker-dealer sale and remittance
procedure pursuant to which Optionee shall provide concurrent
irrevocable written instructions (i) to a Corporation-designated
brokerage firm to effect the immediate sale of the vested shares
purchased under the option and remit to the Corporation, out of
the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Exercise Price payable for those
shares and (ii) to the Corporation to deliver the certificates
for the purchased shares directly to such brokerage firm in order
to complete the sale.

                    (3)  Appropriate documentation evidencing the
right to exercise this option shall be furnished the Corporation
if the person or persons exercising the option is other than
Optionee.

               b.   For purposes of subparagraph 9.a. above and
for all other valuation purposes under this Agreement, the Fair
Market Value per share of Common Stock on any relevant date shall
be the mean between the highest and lowest selling prices per
share on the date in question on the principal exchange on which
the Common Stock is then listed or admitted to trading, as such
prices are reported on the composite tape of transactions on such
exchange.  If there are no reported sales of the Common Stock on
the date in question, then the Fair Market Value shall be the
mean between the highest and lowest selling prices on the last
preceding date for which such quotations exist.

               c.   The Exercise Date shall be the date on which
the Exercise Notice is delivered to the Secretary of the
Corporation, together with the appropriate Issuance Agreement for
any unvested shares acquired under the option.  Except to the
extent the Immediate Sale Program specified above is utilized in
connection with the exercise of the option for vested Option
Shares, payment of the Exercise Price for the purchased shares
must accompany such notice.

               d.   As soon as practical after the Exercise Date,
the Corporation shall issue to or on behalf of Optionee (or other
person or persons exercising this option) a certificate or
certificates representing the purchased Option Shares.  To the
extent any such Option Shares are unvested, the certificates for
those Option Shares shall be endorsed with an appropriate legend
evidencing the Corporation's repurchase rights and may be held in
escrow with the Corporation until such shares vest.

               e.   In no event may this option be exercised for
any fractional share.

          10.  Stockholder Rights.  The holder of this option
               ------------------
shall not have any of the rights of a stockholder with respect to
the Option Shares until such individual shall have exercised this
option and paid the Exercise Price for the purchased shares.

          11.  No Impairment of Rights.  This Agreement shall not
               -----------------------
in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise make changes in its capital
or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or
assets.  Nor shall this Agreement in any way be construed or
interpreted so as to affect adversely or otherwise impair the
right of the Corporation or the stockholders to remove Optionee
from the Board at any time in accordance with the provisions of
applicable law.

          12.  Compliance with Laws and Regulations.  The
               ------------------------------------
exercise of this option and the issuance of the Option Shares
upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law
relating thereto and with all applicable regulations of any
securities exchange on which shares of the Common Stock may be
listed for trading at the time of such exercise and issuance.

          13.  Successors and Assigns.  Except to the extent
               ----------------------
otherwise provided in Paragraph 3 or 7, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and the Corporation's successors and assigns.

          14.  Discharge of Liability.  The inability of the
               ----------------------
Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful
issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to
the non-issuance or sale of the Common Stock as to which such
approval shall not have been obtained.  However, the Corporation
shall use its best efforts to obtain all such applicable
approvals.

          15.  Notices.  Any notice required to be given or
               -------
delivered to the Corporation under the terms of this Agreement
shall be in writing and addressed to the Corporation in care of
the Corporate Secretary at the Corporate Offices at 1250 East
Arques Avenue, P.O. Box 3470, Sunnyvale, California 94088-3470. 
Any notice required to be given or delivered to Optionee shall be
in writing and addressed to Optionee at the address indicated
below Optionee's signature line on the Grant Notice.  All notices
shall be deemed to have been given or delivered upon personal
delivery or upon deposit in the U.S. mail, postage prepaid and
properly addressed to the party to be notified.

          16.  Construction/Governing Law.  This Agreement and
               --------------------------
the option evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the
express terms and provisions of the Plan, including the Automatic
Option Grant Program provisions of Article Three of the Plan. 
The interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws provisions. 
