
                               Exhibit 4(o)

                   AUTOMATIC/NON-EMPLOYEE DIRECTOR GRANT
                   NON-QUALIFIED STOCK OPTION AGREEMENT


     AGREEMENT made as of the          day of              , 19 
, by and between AMDAHL CORPORATION, a Delaware corporation
(here- in-after called "Corporation"), and                       
(hereinafter called "Optionee").

     WITNESSETH:

RECITALS
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     A.  Optionee is a non-employee member of the Corporation's
Board of Directors (the "Board") who is entitled to receive an
option to acquire shares of the Corporation's common stock
pursuant to the automatic option grant program implemented for
non-employee Board members under the provisions of the
Corporation's Stock Option Plan (1974) (the "Plan").  This
Agreement is executed pursuant to, and is intended to carry out
the purposes of, the Plan in connection with the automatic option
grant made to such Optionee thereunder.

     B.  The granted option is not intended to be an incentive
stock option ("Incentive Option") within the meaning of Section
422A of the Internal Revenue Code.

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, Corporation hereby grants
to Optionee, as of the date of this Agreement (the "Grant Date"),
a stock option to purchase in the aggregate up to shares of the
Corporation's common stock (which shares are hereinafter called
the "Option Shares") during the specified term of this option. 
The option price payable per share of such common stock shall be
$   ,  the fair market value per share of the common stock on the
Grant 
Date.

     2.   SPECIFIED TERM.     The term of this option shall be
          --------------
the period commencing on the Grant Date and, subject to the earlier
termination pursuant to the provisions of paragraphs 6 and 8(b)
hereof, ending three (3) months after the date of the Optionee's
cessation of Board membership for any reason whatsoever.  In no
event, however, shall the term of this option continue beyond the
expiration of the ten (10)-year period measured from the Grant
Date of this option, and this option shall be of no further force
and effect and shall not be exercisable to any extent after the
expiration of such ten (10)-year period.



     3.   NON-TRANSFERABILITY.     This option shall not be
          -------------------
transferable or assignable by Optionee otherwise than by will or by
the laws of descent and distribution and may be exercised, during
Optionee's lifetime, only by Optionee.

     4.   DATES OF EXERCISE.  Subject to the provisions of para-
          -----------------
graphs 8(a) and 8(d), Optionee shall have no right to purchase
any Option Shares prior to the expiration of the twelve
(12)-month period measured from the Grant Date.  Upon the
expiration of such twelve (12)-month period, the Optionee may,
within the specified term of this option and pursuant to the
provisions of this Agreement, purchase the Option Shares in
accordance with the following schedule:

          (i)  Fifty percent (50%) of the Option Shares at any
time after the expiration of such twelve (12)-month period; and

          (ii) The balance of the Option Shares at any time after
the  expiration of the twenty-four (24)-month period measured
from the Grant Date.

               In no event, however, shall this option become
exercisable for any Option Shares following the date the Optionee
ceases for any reason to be a member of the Board.

               Optionee may from time to time during the
specified term of this option purchase any or all of the Option
Shares for which this option is at the time exercisable in
accordance with the provisions of this Agreement.

     5.   EXERCISE OF OPTION UPON CESSATION OF BOARD MEMBERSHIP. 
          -----------------------------------------------------
Should Optionee cease for any reason other than death to continue
as a member of the Board, then all rights under this option shall
terminate, and this option shall cease to be outstanding, three
(3) months after the date of such cessation of Board membership. 
During such three (3)-month period, the Optionee shall be
entitled to exercise this option for up to that number of Option
Shares (if any) for which this option is at the time of the
Optionee's cessa- tion of Board membership exercisable pursuant
to the provisions of this Agreement.  In no event, however, may
this option be exercised at any time after the expiration of the
maximum ten (10)-year term in effect for such option.

     6.   EXERCISE OF OPTION AFTER OPTIONEE'S DEATH.   Should
          -----------------------------------------
Optionee die while this option is outstanding, then the personal
representative of the Optionee's estate or the person or persons
to whom the Option is transferred pursuant to the Optionee's will
or in accordance with the law of descent and distribution shall
have the right to exercise this option for any or all of the
Option Shares for which this option is, in accordance with the
provisions of this Agreement, exercisable at the time of the Optionee's
death.  Such right shall cease to be exercisable, and this option
shall accordingly terminate, upon the earlier of (i) the
expiration of the one (1)-year period measured from the date of
Optionee's death or (ii) the expiration of the ten (10)-year
maximum term in effect for this option.

     7.   ADJUSTMENT IN OPTION SHARES.
          ---------------------------

          (a) In the event of any increase or decrease in the
number of  outstanding shares of the Corporation's common stock
resulting from a recapitalization, common stock dividend, common
stock split, combination of the Corporation's outstanding shares
or any other increase or decrease in the number of shares of the
Corporation's common stock effected without receipt of consid-
eration, the number of Option Shares then subject to this option
and the option price per share shall be proportionately adjusted
for such increase or decrease, without any change in the
aggregate purchase price payable for the Option Shares.

          (b)  If the Corporation shall be the surviving cor-
poration in any merger or consolidation, this option shall
pertain and apply to the securities which an actual holder of the
number of shares of common stock at the time subject to this
option would have been entitled to receive in consummation of
such transaction, and there shall accordingly be substituted with
respect to the Option Shares then subject to this option a new
option upon the same terms as set forth in this Agreement except
for necessary changes in the number, kind or price of such Option
Shares as may be necessitated by such merger or consolidation,
with the result that Optionee shall, upon exercise, receive under
such new option the same shares or securities as he would have
received pursuant to such merger or consolidation with respect to
such Option Shares had he purchased such Option Shares under this
Agreement immediately prior to such merger or consolidation.

     8.   CORPORATE TRANSACTION.
          ---------------------

          (a)  In the event of any of the following transactions
(a  "Corporate Transaction"):

          (i)  a dissolution or liquidation of the Corporation;
or  

          (ii)  a merger or consolidation in which the
Corporation is not the surviving corporation, other than a merger
or consoli- dation effected primarily to change the State in
which the Corporation is incorporated; then the exercisability of
this option shall automatically be accelerated so that the option
may, immed- iately prior to the specified effective date for the
Corporate Transaction, be exercised for any or all of the Option
Shares.  

          (b)  Upon the consummation of the Corporate
Transaction, this  option to the extent not previously exercised
shall terminate and cease to be exercisable, unless assumed by
the successor cor- poration or parent thereof.

          (c)  This Agreement shall not in any way affect the
right of the Corporation to make changes in its capital
structure, to merge, consolidate or enter into any other business
combination or reorganization or to dissolve, liquidate or sell
all or any part of its business or assets.

     9.   PRIVILEGE OF STOCK OWNERSHIP. Optionee shall not have
          ----------------------------
any stockholder rights with respect to the Option Shares except to
the extent that this option is exercised for such shares and
certificates have been issued for the purchased shares.

     10.  MANNER OF EXERCISING OPTION.
          ---------------------------

          (a)  In order to exercise this option with respect to
any or all Option Shares for which this option is at the time
exercis- able, 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 action:

          (i)  Provide the Secretary of the Corporation with
written notice of such exercise, specifying the number of Option
Shares for which the option is being exercised.

          (ii)  Pay the aggregate option price for the purchased
Option Shares in one or more of the following alternative forms: 
(A)  cash or cash equivalent, such as a personal or certified
check payable to the Corporation's order; (B) shares of the
Corporation's common stock held for the requisite period
necessary to avoid a charge to the Corporation's reported
earnings and valued at Fair Market Value on the Exercise Date (as
such terms are defined below); or (C) a combination of shares of
the Corporation's common stock held for the requisite period
necessary to avoid a charge to the Corporation's reported
earnings and valued at Fair Market Value on the Exercise Date and
cash or cash equivalent.

          (iii)  Include appropriate documentation that the
person or persons exercising the option, if other than Optionee,
have the right to exercise this option.

          (b)  For purposes of paragraph 10(a) above and for all
other valuation purposes under this Agreement, unless expressly
provided otherwise, the Fair Market Value per share of the
Corporation's common stock on any date in question shall be the
mean of the lowest and highest selling prices per share of the
common stock on such date on the principal exchange on which the 
common stock is then listed or admitted to trading, as such
prices are officially quoted by the composite tape of
transactions on such exchange.  If there are no reported selling
prices of the common stock on the date in question, then the Fair
Market Value per share of the common stock shall be the mean of
the lowest and highest selling prices per share of the common
stock on the first preceding date for which such quotations
exist.  The Exercise Date shall be the first date on which there
is delivered to the Secretary of the Corporation both written
notice of the exercise of this option and payment of the option
price for the purchased shares.

          (c)  As soon after the Exercise Date as practical, the  
Corporation shall mail or deliver to the Optionee (or any other
person or persons exercising this option) a certificate or
certificates representing the shares purchased and paid for on
such Exercise Date.

     11.  SURRENDER OF OPTION.     Optionee is hereby granted a
          -------------------
limited stock appreciation right, exercisable upon the terms and
conditions set forth below:

          (a)  Upon the occurrence of a Change in Control, the
Optionee shall have the right to surrender this option, provided
this option shall have been outstanding for a period of not less
than six (6) months measured from the Grant Date, and receive in
return an appreciation distribution from the Corporation in an
amount equal to the excess of (i) the Fair Market Value (at date
of surrender) of the Option Shares at the time subject to this
option, or (ii) the aggregate option price payable for such
shares.  

          (b)  For purposes of measuring the dollar amount of the 
appreciation distribution payable with respect to the surrendered
option, the Fair Market Value of the Option Shares subject to the
surrendered option shall be the greater of (i) the Fair Market
Value per share of the Corporation's common stock on the
surrender date, as determined pursuant to the normal valuation
provisions of paragraph 10(b), or (ii) the highest reported price
per share of the Corporation's common stock paid by the tender
offeror in 
effecting the Change in Control.

          (c)  This limited stock appreciation right may only be
exercised upon written notice to the Secretary of the Corporation
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 this Agreement and all other
instruments evidenc- ing the surrendered option.  The exercise
period for this limited stock appreciation right shall be limited
to the thirty (30)-day period commencing with the date on which
the Change in Control, and this right may be in no event
exercised after the expiration of 
such period.

          (d)  Optionee shall have no further rights to acquire
shares of the Corporation's common stock under the surrendered
option (or surrendered portion thereof), and the appreciation
distribution to which Optionee shall accordingly become entitled
shall be made entirely in cash.  No approval of the Board shall
be required in connection with such option surrender or cash 
distribution.

          (e)  In no event may this limited stock appreciation
right be exercised when there is not a positive spread between
the Fair Market Value of the Option Shares and the aggregate
option price payable for such shares.  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 trans- 
ferred by the Optionee.

     12.  COMPLIANCE WITH LAWS AND REGULATION.
          -----------------------------------

          (a)  The exercise of this option and the issuance of
Option Shares upon the exercise of this option shall be subject
to compliance by the Corporation and the Optionee with all
applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange on which the
Corporation's common stock may be listed at the time of such
exercise and issuance.

          (b)  Prior to exercise of the option hereunder,
Optionee shall execute and deliver to the Corporation such
representations in writing as may be requested by the Corporation
in order for it to comply with the applicable requirements of
federal and state securities laws.

     13.  NOTICES.  Any notice required to be given to the
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Corporation under the terms of this Agreement shall be in writing
and addressed to the Corporation in care of the Secretary of the
Corporation at the Corporate Offices at 1250 East Arques Avenue,
Sunnyvale, California  94088-3470.  Any notice to be given to the
Optionee shall be in writing and addressed to him at the address
indicated below his signature line in this Agreement.  Any such 
notice shall be deemed effectively given upon personal delivery
or upon deposit in the United States Post Office, by registered
or certified mail, postage prepaid, and properly addressed to the
party to be notified.

     14.  SUCCESSORS AND ASSIGNS.  Except as otherwise expressly
          ----------------------
set forth in this Agreement, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the
administrators, heirs, legal representatives and assigns of the
Optionee and of the Corporation.

     15.  INTERPRETATION OF THIS AGREEMENT.  This Agreement and
          --------------------------------
the option evidenced hereby are made and granted pursuant to the
atuo- matic grant provisions in effect under the Plan for
non-employee Board members and are in all respects limited by and
subject to the express provisions of the Plan applicable to such
automatic grants.

     16.  LIABILITY OF CORPORATION.     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 hereunder shall relieve the
Corporation of any liability with respect to the non-issuance or
sale of such common stock as to which approval shall not have
been obtained.

     IN WITNESS WHEREOF,  Amdahl Corporation has caused this
Agreement to be duly executed in duplicate by its officer
thereunto duly authorized, and the Optionee has duly executed
this Agreement in duplicate, all as of the day and year first
above written.

                                   AMDAHL CORPORATION



                                   By:                            
 

                                   Patricia A. Boepple            
                                   Assistant Corporate Secretary

                                                                  
           
 
                                   Optionee:


                                   Address:                      
