
                               Exhibit 4(s)


                   NON-QUALIFIED STOCK OPTION AGREEMENT


     AGREEMENT made as of the 16th day of October, 1989, by an
between AMDAHL CORPORATION, a Delaware corporation (hereinafter
called "Corporation"), and 
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(hereinafter called "Optionee");


                           W I T N E S S E T H:
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RECITALS
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     A.   The Board of Directors of Corporation has adopted and
approved the Corporation's Stock Option Plan (1974), as amended
(the "Plan"), for the purpose of attracting and retaining the
services of selected executive and other key employees, and for
the purpose of providing an incentive to encourage and stimulate
increased efforts by them.

     B.   Optionee is a selected executive or other key employee
within the meaning of the Plan, and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the granting of a stock option to
Optionee by the Corporation.

     C.   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.  The granted option is
accordingly a non-qualified option, and the withholding
requirements of paragraph 5 of this Agreement will have to be
satisfied upon exercise of this option.

     NOW, THEREFORE, it is hereby agreed as follows:


     1.   Grant of Option.  Subject to and upon the terms and 
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conditions set forth in this Agreement, Corporation hereby grants
to Optionee a stock option to purchase in the aggregate up to
12,000 shares of the Corporation's common stock (which shares are
hereinafter called "option shares") during the specified term of
this option at the price of $12.5625 per share, such price being
no less than one hundred percent (100%) of the Fair Market Value
thereof on the date hereof.  THIS OPTION IS GRANTED IN
CANCELLATION OF AN OPTION PREVIOUSLY GRANTED TO OPTIONEE ON
JANUARY 26, 1989 TO PURCHASE UP TO 12,000 SHARES OF THE
CORPORATION'S COMMON STOCK, AND OPTIONEE HEREBY AGREES AND
ACKNOWLEDGES THAT OPTIONEE HAS NO FURTHER RIGHTS TO ACQUIRE ANY
SHARES OF COMMON STOCK UNDER SUCH CANCELED OPTION.

     2.   Specified Term.  The term of this option shall be the 
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period commencing on the date hereof, which is the date of the
granting of this option, and, subject to the provisions of
paragraphs 7 and 8(c) hereof, ending three (3) months after the
date of termination of Optionee's employment for any cause
whatsoever (or, in the event Optionee is a director of and not
otherwise employed by the Corporation, three (3) months from the
date he no longer is a director of the Corporation); provided,
however, that in any event, unless sooner terminated, the
specified term of this option shall end upon 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.   Optionee Nontransferable; Exception.  This option shall
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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.   Time of Exercising Option.  Subject to the provisions
          -------------------------
of paragraph 8(c), Optionee shall have no right to purchase any of
the option shares prior to the expiration of 12 months from the
grant date of this option.  Thereafter 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) 20 percent of said option shares at any
time after expiration of 12 months from the date hereof;  (ii) an
additional 20 percent of said option share at any time after the
expiration of 24 months from the date hereof; (iii) an additional
20 percent of said option shares at any time after the expiration
of 36 months from the date hereof; (iv) an additional 20 percent
of said option share at any time after the expiration of 48
months from the date hereof; and (v) the balance of said option
share after the expiration of 60 months from the date hereof. 
Within the limitations provided in this paragraph 4, Optionee may
from time to time during the specified term of this option
purchase any or all of the option shares.


     5.   Withholding.  Optionee hereby agrees to make
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appropriate arrangements with the Corporation or subsidiary corporation
employing Optionee for satisfaction of any Federal, state or
local income tax withholding requirements or Federal social
security employee tax requirements applicable to the exercise of
this option.


     6.   Exercise of Option on Termination of Employment.  If,
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for any reason whatsoever, Optionee's employment is terminated within
the specified term of this option (or if Optionee is a director
of and not otherwise employed by the Corporation and he
terminates being a director within the term of this option), all
rights under this option shall terminate, and this option shall
cease to be outstanding, three (3) months after such termination
of employment; provided, however, that during such three (3)
month period, Optionee shall be entitled to exercise this option
only with respect to that number of option shares (if any) for
which this option is in accordance with the installment
provisions of paragraph 4 exercisable on the date of such
termination of employment (or, in the case of a director not
otherwise employed by the Corporation, on the date he terminated
being a director).   This Agreement does not impose any
obligation whatsoever upon Corporation or any subsidiary
corporation (as defined in the Plan)  to continue Optionee's
employment for any period of time, such employment being
terminable at the will of Corporation, subsidiary corporation (as
defined in the Plan) or Optionee; nor is this Agreement a
commitment to Optionee, if he be a director, that he shall remain
a director for any period of time.


     7.   Exercise of Option After Optionee's Death.  Any
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provision of this Agreement to the contrary notwithstanding, if Optionee
should die while this option is outstanding, or within three (3)
months after Optionee's employment is terminated, (or, if
Optionee is a director and not otherwise employed by the
Corporation within three (3) months of his termination as a
director of the Corporation), the executors or administrators of
Optionee's estate, or Optionee's heirs or legatees, as the case
may be, shall have the right to exercise this option, but only
with respect to that number of option shares (if any) for which
this option is in accordance with the installment provisions of
paragraph 4 exercisable on the date of Optionee's death.  Such
right shall lapse, and this option shall terminate, upon the
earlier of (i) the expiration of one (1) year after the date of
Optionee's death or (ii) the expiration of ten (10) years after
the grant date of this option.


     8.   Adjustment in Option Shares.  
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          (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, payment of a common stock
dividend, a stock split, combination of share or any other
increase or decrease in the number of such shares effected
without receipt of consideration by the Corporation, the number
of the 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
corporation in any merger or consolidation, this option shall
pertain to and apply to the securities to which a holder of the
number of shares of common stock which are subject to this option
would have been entitled, and there shall 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.

          (c)  A dissolution or liquidation of the Corporation or
a merger or consolidation in which the Corporation is not the
surviving corporation shall cause this option to terminate upon
the effective date of such dissolution, liquidation, merger or
consolidation; provided, however, that, notwithstanding any other
limitation herein provided, Optionee shall have the right to
purchase one-hundred percent (100%) of the option shares not
therefore purchased by him at any time during the fifteen (15)
day period immediately prior to the effective date of such
dissolution or liquidation or such merger or consolidation in
which Corporation is not the surviving corporation.  This option
agreement shall not in any way affect the right of Corporation to
make changes of it capital structure or to merge or consolidate
or to dissolve, liquidate or sell all or any part of its business
or its assets.


     9.   Privilege of Stock Ownership.  Optionee shall not have 
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any of the rights of a shareholder with respect to the option
shares except to the extent that this option is exercised for
such shares and certificates for the purchased shares are
actually issued and delivered to Optionee.


     10.  Manner of Exercising Option.
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          (a)  This option may be exercised only as to whole
shares and only by written notice signed by Optionee (or in the
case of exercise after Optionee's death, by Optionee's executor,
administrator, heir or legatee, as the case may be), and given to
the Secretary of the Corporation, at its principal office.  Such
notice shall:

          (i)  Specify the number of option shares with respect
to which the option is being exercised;

          (ii) Be accompanied by payment of the option price in
one or more of the following alternative forms: (A) full payment,
in cash or cash equivalent, such as a certified check payable to
the Corporation's order, of the option price for the option
shares being purchased; (B) full payment in shares of common
stock of the Corporation having a Fair Market Value on the
Exercise Date (as such terms are defined below) equal to the
option price for the option shares being purchased; or (C) a
combination of shares of common stock of the Corporation valued
at Fair Market Value on the Exercise Date and cash or cash
equivalent, equal in the aggregate to the option price for the
option shares being purchased; and

          (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, the Fair
Market Value of a share of the Corporation's common stock shall
be the mean of the lowest and highest selling prices of one share
of such common stock on the Exercise 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.  The Exercise Date shall
be the date on which written notice of the exercise of this
option is delivered to the Corporation.

          (c)  This option shall be deemed to have been exercised
with respect to the option shares specified in the notice of
exercise at such time as such notice shall have been delivered to
the Corporation, together with any representations requested by
the Corporation pursuant to 11(b).  Payment of the option price
shall immediately become due and shall accompany the notice of
exercise.  As soon thereafter as practical, Corporation shall
mail or deliver to Optionee or to the other person or persons
exercising this option a certificate or certificates representing
the shares so purchased and paid for.


     11.  Compliance with Laws and Regulations.
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          (a)  The exercise of this option and the issuance of
option shares upon the exercise of this option shall be subject
to compliance by Corporation and by 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.

     
     12.  Optionee's Employment.  As used in this Agreement the 
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term "Optionee's employment" means the employment of Optionee by
Corporation, or by any subsidiary corporation (as defined in the
Plan).  Except to the extent the terms of any employment contract
between the Corporation and the Optionee may expressly provide
otherwise, the Corporation (or any subsidiary corporation
employing Optionee) shall have the right to terminate or change
the terms of employment of Optionee at any time and for any
reason whatsoever.


     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 its Secretary at its
Corporate Offices at 1250 East Arques Avenue, Sunnyvale,
California 94086.  Any notice to be given to 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.  The provisions of this
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Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and
assigns of Optionee and of the Corporation.


     15.  Interpretation of this Agreement.  This Agreement and
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the option evidenced hereby are made and granted pursuant to the Plan
and are in all respects limited by and subject to the express
provisions of the Plan and are in all respects limited by and
subject to the express provisions of the Plan applicable to non-
qualified options.  Any dispute regarding the interpretation of
this Agreement shall be submitted by Optionee or by Corporation
forthwith to the Board of Directors of Corporation for
resolution.  The resolution of such dispute by the Board of
Directors shall be final and binding upon all parties having an
interest in this option.


     16.  Liability of Corporation.
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          (a)  If the option shares covered by this Agreement
exceed the number of shares which may without shareholder
approval be issued under the Plan as of the date hereof, then
this option shall be void with respect to such excess shares
unless shareholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is
obtained in accordance with applicable provisions of the Plan.

          (b)  The inability of Corporation to obtain approval
from any regulatory body having authority deemed by Corporation
to be necessary to the lawful issuance and sale of any common
stock hereunder shall relieve Corporation of any liability in
respect of the non-issuance or sale of such common stock as to
which approval shall not have been obtained.


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


AMDAHL CORPORATION

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



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     Optionee
