
                               Exhibit 4(k)

                            AMDAHL CORPORATION
                                       
                    RESTRICTED STOCK PURCHASE AGREEMENT

     This document sets forth the agreement between Amdahl
Corporation ("Company") and             ("Employee") made as of
the 26th day of January 1994 pursuant to the provisions of the Amdahl
Corporation Restricted Stock Plan.

1.   PURCHASE OF SHARES
     ------------------

          The Employee hereby purchases from the Company, and the
Company hereby sells to the Employee, 100,000 shares of the
Company's common stock, par value $0.05 per share ("Common
Stock"), at the purchase price of $0.05 per share.  The Employee
shall concurrently herewith deliver to the Company his personal
check for the full amount of the purchase price.

2.   VESTING SCHEDULE
     ----------------

          The interest of the Employee in the purchased Common
Stock shall vest in accordance with the following schedule:

          (i)  Provided the Employee remains in the employ of the
Company or its subsidiaries through the close of business on each
of the "Vesting Dates" listed below, the interest of the Employee
shall vest in accordance with the following schedule:

                                        % OF UNVESTED
               VESTING DATE             SHARES

               January 26, 1995              10%
               January 26, 1996              11.11112% 
               January 26, 1997              18.75%
               January 26, 1998              23.07693%
               January 26, 1999              50%
               January 26, 2000              100%

          (ii) In the event the fair market value of the
Company's stock reaches $15.00 per share, and averages or exceeds
that price for three continuous months, then the Employee shall
immediately vest with respect to fifty percent (50%) of the
shares not yet vested under this agreement.  The remaining
unvested shares shall continue to be released in accordance with
the schedule in (i) above;

          (iii)     In the event the fair market value of the
Company's stock reaches $20.00 per share, and averages or exceeds
that price for three continuous months, the Employee shall
immediately vest with respect to one hundred percent (100%) of
the shares not yet vested under this Agreement; and,

          (iv) Should the Employee cease, by reason of death or
permanent disability, to be an employee of the Company or its
subsidiaries prior to the close of business on January 26, 2000,
then the interest of the Employee in the purchased Common Stock
shall become fully and immediately vested upon such cessation of
employee status.  For purposes of this agreement, the Employee
shall be deemed to be permanently disabled if the Employee is, by
reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous
duration of not less than 12 months, unable to engage in any
substantial gainful employment.

3.   RESTRICTIONS
     ------------

     A.   The Employee may under no circumstances transfer any of
the purchased Common Stock in which he does not have a vested
interest; accordingly, the certificate or certificates
representing such Common Stock shall bear the restrictive legend
specified in sub-paragraph 3D, until such legend is removed in
accordance with subparagraph 5B.  The Employee, however, shall
have all the rights of a stockholder with respect to the
purchased shares, whether or not his interest in such shares is
vested.  Accordingly, the Employee shall have the right to vote
such shares and to receive any cash dividends or other
distributions paid or made with respect to such shares.  Any new,
additional or different shares of stock which the Employee may
have the right to receive with respect to his unvested Common
Stock by reason of a stock dividend, stock split or
reclassification of Common Stock or by reason of a merger,
consolidation or other change in the capital structure of the
Company shall be issued to the Employee, subject to the same
vesting schedule applicable to the unvested Common Stock and
subject to the escrow requirements of paragraph 5 hereof.

     B.   In the event the Employee should, while his interest in
the purchased Common Stock remains unvested, (i) attempt to
transfer any of the unvested Common Stock or any interest therein
or (ii) cease employment with the Company or its subsidiaries for
any reason other than death or permanent disability, then the
certificate or certificates evidencing the Employee's unvested
Common Stock shall be immediately surrendered to the Company for
cancellation and neither the Employee nor any other person shall
any longer possess stockholder rights with respect to the
unvested shares.  In exchange for the cancelled certificates the
Employee shall receive a cash amount from the Company equal to
the purchase price paid by the Employee for the cancelled shares. 
As used in this agreement, the term "transfer" shall include,
without limit- ation, any sale, pledge, encumbrance, gift or
other disposition of the unvested shares, but shall exclude any
conversion of the Common Stock in accordance with subparagraph
3C.

     C.   In the event the Company's Common Stock is converted
into cash or other shares or securities of the Company or any
other corporation as a result of a merger, consolidation,
reorganization, liquidation or other transaction, any unvested
Common Stock held by the Employee at the time of such transaction
shall likewise be converted into cash or other shares or
securities of the Company or such other corporation, and such
assets shall be held in escrow by the Company or its successor in
accordance with the same terms and conditions applicable
hereunder to the Common Stock prior to the conversion and shall
be distributed to the Employee when and if his interest therein
vests in accordance with the vesting schedule applicable to the
converted Common Stock.

     D.   Until the Employee's interest therein vests, each
certificate representing the shares of Common Stock purchased
hereunder shall bear the following restrictive legend:

     "The sale or other transfer (whether voluntary, involuntary
or by operation of law) of the shares of stock represented by
this certificate is subject to the restrictions on transfer set
forth in the Amdahl Corporation Restricted Stock Plan.  A copy of
the Restricted Stock Plan may be obtained from the Secretary of
the Corporation."

4.   WAIVER
     ------

     The administrator of the Restricted Stock Plan may in its
sole discretion waive, in whole or in part, any loss of unvested
Common Stock or other assets which the Employee would otherwise
incur under the provisions of paragraph 3 hereof.  Such a waiver
shall result in the immediate vesting of the Employee's interest
in the shares of Common Stock or other assets to which the waiver
applies.

5.   ESCROW OF UNVESTED COMMON STOCK
     -------------------------------

     A.   The Employee shall concurrently herewith endorse in
blank the certificate or certificates representing the purchase
shares of Common Stock and deposit such certificates in escrow
with the Company.  Any new, additional or different shares of
stock issued to the Employee with respect to the Common Stock
held in escrow shall likewise be endorsed in blank and promptly
deposited in escrow with the Company.  Any other assets received
by the Employee upon the conversion of his unvested Common Stock
by means of a transaction described in subparagraph 3C hereof
shall be delivered to the Company to be held in escrow.

     B.   The Company shall establish an escrow account for the
Employee and maintain on deposit in such account all certificates
and other assets received from the Employee in accordance with
the requirements of subparagraph 5A.  The Company shall upon
request inform the Employee of the number of stock certificates
held in the escrow account and the number of shares of Common
Stock represented by each certificate and shall provide a
description of any other assets held in the escrow account.

     C.   When and if the interest of the Employee vests with
respect to the stock certificates held in the escrow account, the
Company shall deliver to the Employee the certificates
representing the vested shares, and such certificates shall not
contain the restrictive legend set forth in subparagraph 3D
hereof.  Any other assets held in the escrow account shall also
be distributed to the Employee as and when his interest therein
vests.  The Employee shall execute whatever documents and take
whatever additional action the Company may request to enable it
to effect the foregoing distributions of stock and other assets.

6.   LIMITATIONS
     -----------

     A.   Under no circumstances shall shares of Common Stock or
other assets be issued or delivered to the Employee pursuant to
the provisions of this agreement unless and until, in the opinion
of counsel for the Company or its successors, there shall have
been compliance with all applicable requirements of the federal
secur- ities law, all applicable listing requirements of any
securities exchange on which stock of the same class is then
listed, and all other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery.

     B.   The rights of the Employee to acquire Common Stock or
other assets pursuant to the provisions of this agreement may not
be assigned, encumbered or otherwise transferred by him until his
interest therein vests.

7.   INTERPRETATION
     --------------

     A.   This agreement and the purchase and sale of Common
Stock evidenced hereby are made and effected pursuant to the
provisions of the Company's Restricted Stock Plan and are in all
respects limited by and subject to the provisions of the
Restricted Stock Plan.

     B.   Neither the action of the Company in establishing the
Restricted Stock Plan, nor any action taken thereunder, nor any
provision of the Restricted Stock Plan or this agreement shall be
construed so as to grant the Employee any right to remain in the
employ of the Company or its subsidiaries for any period of
specific duration.

     C.   This agreement shall be construed and enforced in
accordance with, and shall be governed by, the laws of the State
of California.


AMDAHL CORPORATION


- --------------------------
By                               
Anthony M. Pozos
Senior Vice President
Human Resources and
Corporate Services


- ---------------------------
Employee Signature




- ---------------------------
Employee Printed Name


Employee Address:

- ----------------------------------------
No.            Street

- ----------------------------------------
City         State        Zip

