
                               Exhibit 4(i)

                            AMDAHL CORPORATION
                         STOCK ISSUANCE AGREEMENT


          AGREEMENT made as of this     day of             , 199  
by and between Amdahl Corporation, a Delaware corporation (the
"Corporation"), and                      , a participant
("Participant") in the Corporation's 1994 Stock Incentive Plan
(the "Plan").

I.   PURCHASE OF SHARES
     ------------------

          A.   Purchase.  Participant hereby purchases, and the
               --------
Corporation hereby sells to Participant, __________ shares of the
Corporation's Common Stock (the "Shares") at a purchase price of
$_________ per share (the "Purchase Price") pursuant to the
provisions of the Plan.

          B.   Payment.  Concurrently with the execution of this
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Agreement, Participant shall deliver to the Secretary of the
Corporation: (i) the aggregate Purchase Price payable for the
Shares in cash or check payable to the Corporation's order and
(ii) a duly-executed Assignment Separate from Certificate (in the
form attached hereto as Exhibit I).

          C.   Delivery of Certificates.  The certificates
               ------------------------
representing the purchased Shares shall be held in escrow by the
Secretary of the Corporation in accordance with the provisions of
this Agreement. 

          D.   Stockholder Rights.  Until such time as the
               ------------------
Corporation actually exercises its repurchase right under this
Agreement, Participant (or any successor in interest) shall have
all the rights of a stockholder (including voting, dividend and
liquidation rights) with respect to the purchased Shares,
including the Shares held in escrow hereunder, subject, however,
to the transfer restrictions of this Agreement. 

II.  REPURCHASE RIGHT
     ----------------

          A.   Grant.  The Corporation is hereby granted the
               -----
right (the "Repurchase Right"), exercisable at any time during
the sixty (60)-day period following the date Participant ceases
for any reason to remain in Service, to repurchase at the
Purchase Price any or all of the Shares in which Participant has
not acquired a vested interest in accordance with the vesting
provisions of this Article (such shares to be hereinafter called
the "Unvested Shares").  


          For purposes of this Agreement, Participant shall be
deemed to remain in SERVICE for so long as Participant continues
to render periodic services to the Corporation or any subsidiary
(as determined in accordance with the provisions of the Plan),
whether as an employee, a non-employee member of the board of
directors or an independent consultant or advisor.  However,
should Participant undertake a leave of absence for any reason,
his or her Service shall be deemed to cease as of the
commencement date of such leave, unless (i) continued vesting in
the Shares during the period of such leave is specifically
authorized by the Plan Administrator in writing and
(ii) Participant returns to active Service on or before the
specified expiration date of such leave.

          B.   Exercise of the Repurchase Right.  The Repurchase
               --------------------------------
Right shall be exercisable by written notice delivered to the
Optionee or any other Owner of the Unvested Shares prior to the
expiration of the sixty (60)-day period specified above.  The
notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be
effected, such date to be not more than thirty (30) days after
the date of the notice.  To the extent one or more certificates
representing Unvested Shares may have been previously delivered
out of escrow to the Owner, then the Owner shall, prior to the
close of business on the date specified for the repurchase,
deliver to the Secretary of the Corporation the certificates
representing the Unvested Shares to be repurchased, each
certificate to be properly endorsed for transfer.  The
Corporation shall, concurrently with the receipt of such stock
certificates, pay to the Owner in cash or cash equivalents
(including the cancellation of any purchase-money indebtedness),
an amount equal to the Purchase Price previously paid for the
Unvested Shares which are to be repurchased.

          C.   Termination of the Repurchase Right.
               -----------------------------------

          1.   The Repurchase Right shall terminate with respect
to any Unvested Shares for which it is not timely exercised under
this Article.

          2.   Participant shall acquire a vested interest in the
Unvested Shares, and the Repurchase Right shall accordingly lapse
with respect to those Shares, in a series of five (5) equal and
successive annual installments over the Optionee's continued
period of Service measured from                   , 199__.   In
no event, however, shall any additional Unvested Shares vest
following the Participant's cessation of Service for any reason.

          D.   Fractional Shares.  No fractional shares shall be

               -----------------
repurchased by the Corporation.  Accordingly, should the
Repurchase Right extend to a fractional share at the time of the
Participant's cessation of Service, then such fractional share
shall be added to any fractional share in which Participant is at
such time vested in order to make one whole vested share no
longer subject to the Repurchase Right.


          E.   Additional Shares or Substituted Securities.  In
               -------------------------------------------
the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, any new, substituted or
additional securities or other property (including money paid
other than as a regular cash dividend) which is by reason of any
such transaction distributed with respect to the Shares shall be
immediately subject to the Repurchase Right, but only to the
extent the Shares are at the time covered by such right. 
Appropriate adjustments to reflect the distribution of such
securities or other property shall be made to the number of
Shares hereunder and to the price per share to be paid upon the
exercise of the Repurchase Right in order to reflect the effect
of any such transaction upon the Corporation's capital structure;
provided, however, that the aggregate purchase price payable
under the Repurchase Right shall remain the same.

          F.   Corporate Transaction.  Upon the occurrence 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 and 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
person or persons different from the persons holding those
securities immediately prior to such merger,

               the Repurchase Right shall automatically terminate
in its entirety, and Participant shall immediately acquire a
vested interest in all the Unvested Shares, except to the extent
the Repurchase Right is expressly assigned to the successor
corporation (or its parent company) in connection with the
Corporate Transaction.

               To the extent the Repurchase Right remains in
effect following such Corporate Transaction, the Repurchase Right
shall apply to the new securities or other property (including
money paid other than as a regular cash dividend) issued in
exchange for the Unvested Shares in consummation of the Corporate
Transaction. Appropriate adjustments shall be made to the price
per share payable upon exercise of the Repurchase Right to
reflect the effect of the Corporate Transaction upon the
Corporation's capital structure; provided, however, that the
aggregate purchase price payable under the Repurchase Right shall
remain the same.

III. TRANSFER RESTRICTIONS
     ---------------------

          A.   Restriction on Transfer.  Participant shall not
               -----------------------
transfer, assign, encumber or otherwise dispose of any Unvested
Shares subject to the Corporation's Repurchase Right.  Such
restrictions on transfer, however, shall not be applicable to (i)
a gratuitous transfer of the Unvested Shares made to
Participant's spouse or issue, including adopted children, or to
a trust for the exclusive benefit of Participant or Participant's
spouse or issue, (ii) a transfer of title to the Unvested Shares
effected pursuant to Participant's will or the laws of intestate
succession following Participant's death or (iii) a transfer to
the Corporation in pledge as security for any purchase-money
indebtedness incurred by Participant in connection with the
acquisition of the Unvested Shares.

          B.   Restrictive Legends.  The stock certificates for
               -------------------
the Unvested Shares shall be endorsed with the following
restrictive legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND
ARE ACCORDINGLY SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND
(II) REPURCHASE BY THE CORPORATION IN THE EVENT THE REGISTERED
HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) CEASES TO REMAIN IN
THE CORPORATION'S SERVICE.  SUCH TRANSFER RESTRICTIONS AND THE
TERMS AND CONDITIONS OF SUCH REPURCHASE RIGHT ARE SET FORTH IN A
STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER OF THE SHARES (OR PREDECESSOR IN INTEREST)
WHICH IS DATED               , 199     .  A COPY OF SUCH
AGREEMENT IS ON FILE AT THE CORPORATION'S PRINCIPAL OFFICES.

          C.   Transferee Obligations.  Each person (other than
               ----------------------
the Corporation) to whom the Unvested Shares are transferred by
means any transfer permitted under this Article must, as a
condition precedent to the validity of such transfer, acknowledge
in writing to the Corporation that such person is bound by the
provisions of this Agreement and that the transferred Shares are
subject to the Repurchase Right to the same extent such Shares
would be so subject if retained by Participant.

          D.   Definition of Owner.  For purposes of this
               -------------------
Agreement, the term "Owner" shall include Participant and all
subsequent holders of the Shares who derive their chain of
ownership through a permitted transfer from Participant in
accordance with the provisions of this Article.

IV.  ESCROW
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          A.   Deposit.  Upon issuance, the certificates for any
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Unvested Shares purchased hereunder shall be deposited in escrow
with the Secretary of the Corporation to be held in accordance
with the provisions of this Article.  Each deposited certificate
shall be accompanied by a duly-executed Assignment Separate from
Certificate in the form of Exhibit I.  The deposited
certificates, together with any other assets or securities from
time to time deposited with the Secretary of the Corporation
pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificates (or other
assets and securities) are to be released or otherwise
surrendered for cancellation in accordance with the provisions of
this Article.  Upon delivery of the certificates (or other assets
and securities) to the Secretary of the Corporation, the Owner
shall be issued an instrument of deposit acknowledging the number
of Unvested Shares (or other assets and securities) delivered in
escrow.

          B.   Recapitalization.  All regular cash dividends on
               ----------------
the Unvested Shares (or on any other securities at the time held
in escrow) shall be paid directly to the Owner and shall not be
held in escrow.  However, in the event of any stock dividend,
stock split, recapitalization, combination of shares, exchange of
shares  or other change affecting the Corporation's outstanding
Common Stock as a class effected without the Corporation's
receipt of consideration or in the event of any reorganization of
the Corporation (including, without limitation, a Corporate
Transaction), any new, substituted or additional securities or
other property (including money paid other than as a regular cash
dividend) which is by reason of such transaction distributed with
respect to the Unvested Shares shall be immediately delivered to
the Secretary of the Corporation to be held in escrow under this
Article, but only to the extent the Unvested Shares are at the
time subject to such escrow requirements.

          C.   Release/Surrender.  The Unvested Shares, together
               -----------------
with any other assets or securities held in escrow hereunder,
shall be subject to the following terms and conditions relating
to their release from escrow or their surrender to the
Corporation for repurchase and cancellation:

          1.   Should the Corporation (or its assignees) elect to
exercise the Repurchase Right with respect to any Unvested
Shares, then the escrowed certificates for such Unvested Shares
(together with any other assets or securities attributable
thereto) shall be delivered to the Corporation concurrently with
the payment to the Owner, in cash or cash equivalent (including
the cancellation of any purchase-money indebtedness), of an
amount equal to the aggregate Purchase Price for such Unvested
Shares, and the Owner shall cease to have any further rights or
claims with respect to such Unvested Shares (or other assets or
securities attributable to such Unvested Shares).

          2.   As the interest of Participant in the Unvested
Shares (or any other assets or securities attributable thereto)
vests in accordance with the provisions of this Agreement, the
certificates for such vested Shares (as well as all other vested
assets and securities) shall be released from escrow and
delivered to the Owner in accordance with the following schedule:

               a.   The vested Shares (or other vested assets and
securities) shall be released from escrow at annual intervals,
beginning one (1) year after the execution date of this
Agreement.

               b.Upon Participant's cessation of Service, any
escrowed Shares (or other assets or securities) in which
Participant is at the time vested shall be promptly released from
escrow.

               c.   Upon any earlier termination of the
Repurchase Right in accordance with the applicable provisions of
this Agreement, any Shares (or other assets or securities) at the
time held in escrow hereunder shall promptly be released to the
Owner as fully vested securities or other property.

V.   SPECIAL TAX ELECTION
     --------------------

          A.   Section 83(b) Election.  Participant shall be
               ----------------------
subject to income taxation with respect to the Unvested Shares in
accordance with the applicable tax principles of Section 83 of
the Internal Revenue Code (the "Code").  Participant accordingly
understands that there will be no taxation of the Unvested Shares
at the time of their purchase under this Agreement, but as the
Repurchase Right with respect to such Unvested Shares lapses in
increments over Participant's period of Service, the excess of
the fair market value of the Shares which vest on each such lapse
date over the Purchase Price paid for such shares will be
reportable as current ordinary income and will be subject to
applicable tax withholding requirements.  Participant
understands, however, that he or she may elect under Code Section
83(b) to be taxed at the time the Unvested Shares are purchased
under this Agreement, rather than when and as the Repurchase
Right lapses with respect to those Unvested Shares.  Such
election must be filed with the Internal Revenue Service within
thirty (30) days after the date of this Agreement.  Even if the
fair market value of the Unvested Shares purchased under this
Agreement is at that time equal to the Purchase Price paid for
such shares (and thus no taxable income is recognized), the
election must be made to avoid adverse tax consequences in the
future.  THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT
II HERETO.  PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS
FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE
RECOGNITION OF ORDINARY INCOME BY PARTICIPANT AS THE REPURCHASE
RIGHT LAPSES WITH RESPECT TO THE UNVESTED SHARES PURCHASED
HEREUNDER.

          B.   FILING RESPONSIBILITY.  PARTICIPANT ACKNOWLEDGES
               ---------------------
THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION
83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER BEHALF.

VI.  GENERAL PROVISIONS
     ------------------

          A.   Assignment.  The Corporation may assign its
               ----------
Repurchase Right to any person or entity selected by the Board,
including (without limitation) one or more stockholders of the
Corporation.

          B.   No Employment or Service Contract.  Nothing in
               ---------------------------------
this Agreement or in the Plan shall confer upon Participant any
right to continue in the Service of the Corporation (or any
subsidiary corporation of the Corporation employing or retaining
Participant) for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the
Corporation (or any such subsidiary) or Participant, which rights
are hereby expressly reserved by each, to terminate Participant's
Service at any time for any reason whatsoever, with or without
cause.

          C.   Notices.  Any notice required in connection with
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(i) the Repurchase Right or (ii) the disposition of any Unvested
Shares covered thereby shall be given in writing and shall be
deemed effective upon personal delivery or upon deposit in the
United States mail, registered or certified, postage prepaid and
addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or
at such other address as such party may designate by ten (10)
days prior written notice under this paragraph to the other party
to this Agreement.

          D.   No Waiver.  The failure of the Corporation (or its
               ---------
assignees) in any instance to exercise the Repurchase Right shall
not constitute a waiver of any other repurchase rights that may
subsequently arise under the provisions of this Agreement or any
other agreement between the Corporation and Participant.  No
waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.


          E.   Cancellation of Shares.  If the Corporation (or
               ----------------------
its assignees) shall make available, at the time and place and in
the amount and form provided in this Agreement, the consideration
for the Unvested Shares to be repurchased in accordance with the
provisions of this Agreement, then from and after such time, the
person from whom such Unvested Shares are to be repurchased shall
no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance
with this Agreement), and such Shares shall be deemed purchased
in accordance with the applicable provisions hereof and the
Corporation (or its assignees) shall be deemed the owner and
holder of such Shares, whether or not the certificates therefor
have been delivered as required by this Agreement.

VII. MISCELLANEOUS PROVISIONS
     ------------------------

          A.   Participant Undertaking.  Participant hereby
               -----------------------
agrees to take whatever additional action and execute whatever
additional documents the Corporation may in its judgment deem
necessary or advisable in order to carry out or effect one or
more of the obligations or restrictions imposed on either
Participant or the Shares pursuant to the express provisions of
this Agreement.

          B.   Agreement is Entire Contract.  This Agreement
               ----------------------------
constitutes the entire contract between the parties hereto with
regard to the subject matter hereof.  This Agreement is made
pursuant to the provisions of the Plan and shall in all respects
be construed in conformity with the express terms and provisions
of the Plan.

          C.   Governing Law.  This Agreement shall be governed
               -------------
by, and construed in accordance with, the laws of the State of
California, as such laws are applied to contracts entered into
and performed in such State without resort to that State's
conflict-of-laws provisions. 

          D.   Successors and Assigns.  The provisions of this
               ----------------------
Agreement shall inure to the benefit of, and be binding upon, the
Corporation and its successors and assigns and Participant and
Participant's legal representatives, heirs, legatees,
distributees, assigns and transferees by operation of law,
whether or not any such person shall have become a party to this
Agreement and have agreed in writing to join herein and be bound
by the terms and conditions hereof.

          D.   Counterparts.  This Agreement may be executed in
               ------------
one or more counterparts.  Each such counterpart shall be deemed
to be an original and all such counterparts shall together
constitute one and the same instrument.



          IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first indicated above.


          AMDAHL CORPORATION 


          By:                              


          Title:                           


          Address:                         

                                           


                                           
          PARTICIPANT 

          Address:                         

                                           

<PAGE>
                                 EXHIBIT I

                   ASSIGNMENT SEPARATE FROM CERTIFICATE


     FOR VALUE RECEIVED                         hereby sell(s),
assign(s) and transfer(s) unto Amdahl Corporation (the
"Corporation"),                         (       ) shares of the
Common Stock of the Corporation standing in                    
name on the books of the Corporation represented by Certificate
No.                     herewith and do hereby irrevocably
constitute and appoint                                 Attorney
to transfer the said stock on the books of the Corporation with
full power of substitution in the premises.

Dated:                        

          Signature                                 









INSTRUCTION:  Please do not fill in any blanks other than the
signature line.  The purpose of this assignment is to enable the
Corporation to exercise its Repurchase Right set forth in the
Agreement without requiring additional signatures on the part of
Participant.

<PAGE>
                                EXHIBIT II

                        SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal
Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:  

     Name:
     Address:
     Taxpayer Ident. No.:

(2)  The property with respect to which the election is being
made is              shares of the common stock of Amdahl
Corporation. 

(3)  The property was issued on              , 199  .

(4)  The taxable year in which the election is being made is the
calendar year 199  .

(5)  The property is subject to a repurchase right pursuant to
which the issuer has the right to acquire the property at the
original purchase price if for any reason taxpayer's employment
with the issuer is terminated.  Such repurchase right will lapse
in a series of equal annual installments over a five (5)-year
period beginning on       , 199   and ending on             , 199 
.

(6)  The fair market value at the time of transfer (determined
without regard to any restriction other than a restriction which
by its terms will never lapse) is $               per share.

(7)  The amount paid for such property is $___________ per share.

(8)  A copy of this statement was furnished to Amdahl Corporation
for whom taxpayer rendered the services underlying the transfer
of property.

(9)  This statement is executed as of:                 , 199   .


                                                                
Spouse (if any)                    Taxpayer

This form must be filed with the Internal Revenue Service Center
with which taxpayer files his or her Federal income tax returns. 
The filing must be made within 30 days after the execution date
of the Stock Issuance Agreement and should be made by registered
or certified mail, return receipt requested.  Participant must
retain two (2) copies of the completed form for filing with his
or her Federal and state tax returns for the current tax year and
an additional copy for his or her records.
