
                               Exhibit 4(c)

                           NOTICE OF EXERCISE OF
                          AUTOMATIC STOCK OPTION
                         -------------------------


          I hereby notify Amdahl Corporation (the "Corporation")
that I elect to purchase                      shares of the
Corporation's common stock par value of $0.05 per share (the
"Purchased Shares") at the option exercise price of $       per
share (the "Exercise Price") pursuant to that certain option (the
"Option") granted to me under the Corporation's 1994 Stock
Incentive Plan on ___________, 199_ to purchase up to 5,000
shares of the Corporation's common stock.

          Concurrently with the delivery of this Exercise Notice
to the Secretary of the Corporation, I shall hereby pay to the
Corporation the Exercise Price for the Purchased Shares in
accordance with the provisions of my agreement with the
Corporation evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a
condition for exercise.  Alternatively, I may utilize the special
Immediate Sale procedure specified in my agreement to effect
payment of the Exercise Price for any Purchased Shares in which I
am vested at the time of exercise.



                                                                
Date                                                   Optionee

                              Address:                          

                                                                


Print name in exact manner
it is to appear on the 
stock certificate:                                              


Address to which certificate
is to be sent, if different
from address above:                                             

                                                                


Social Security Number:                                         
