
<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                               AMENDMENT NO. 2 TO

                                 SCHEDULE 14D-9

               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

                                ---------------

                               AMDAHL CORPORATION
                           (NAME OF SUBJECT COMPANY)


                               AMDAHL CORPORATION
                      (NAME OF PERSON(S) FILING STATEMENT)

                                ---------------

                     COMMON STOCK, PAR VALUE $.05 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                ---------------

                                  023905 10 2
                    ((CUSIP) NUMBER OF CLASS OF SECURITIES)

                                ---------------

                                 JOHN C. LEWIS
                      CHAIRMAN OF THE BOARD, PRESIDENT AND
                            CHIEF EXECUTIVE OFFICER
                               AMDAHL CORPORATION
                            1250 EAST ARQUES AVENUE
                        SUNNYVALE, CALIFORNIA 94088-3470
                                 (408) 746-6000
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
    NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

                                ---------------

                                   Copies to:

                              JOHN W. LARSON, ESQ.
                           RONALD B. MOSKOVITZ, ESQ.
                             MICHAEL S. DORF, ESQ.
                        BROBECK, PHLEGER & HARRISON LLP
                         SPEAR STREET TOWER, ONE MARKET
                      SAN FRANCISCO, CALIFORNIA 94105-1000
                                 (415) 442-0900

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<PAGE>   2
                                  INTRODUCTION

     Amdahl Corporation, a Delaware corporation (the "Company"), hereby amends 
and supplements its Solicitation/Recommendation Statement on Schedule 14D-9
dated August 5, 1997, as amended by Amendment No. 1 to Schedule 14D-9 dated
August 14, 1997 (as amended, the "Schedule 14D-9"), relating to the tender offer
described in the Tender Offer Statement on Schedule 14D-1 dated August 5, 1997
(as amended or supplemented from time to time, the "Schedule 14D-1"), which has
been filed by Fujitsu International, Inc., a Delaware corporation (the
"Purchaser"), which is a wholly owned subsidiary of Fujitsu Limited, a Japanese
corporation (the "Parent"), and the Parent with the Securities and Exchange
Commission (the "SEC"), and in a Rule 13e-3 Transaction Statement on Schedule
13E-3 dated August 5, 1997 (as amended or supplemented from time to time, the
"Schedule 13E-3"), which has been filed by the Parent, the Purchaser and the
Company with the SEC, relating to an offer by the Purchaser to purchase all the
issued and outstanding shares of the Company's common stock, par value $.05 per
share (the "Shares"), at a price of $12.40 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Purchaser's Offer
to Purchase dated August 5, 1997 as supplemented by the supplement thereto,
dated August 22, 1997 (the "Supplement"), and the related Letter of Transmittal.
All capitalized terms shall have the meanings assigned to them in the Schedule
14D-9, as amended to date, unless otherwise indicated herein.

ITEM 2.  TENDER OFFER OF THE BIDDER

     The first sentence of the third paragraph on page 1 of the Schedule 14D-9
under the caption "Item 2. Tender Offer of the Bidder," is hereby amended and
supplemented by reference to the paragraph set forth above under "Introduction."

     The second sentence of the fourth paragraph on page 1 of the Schedule
14D-9 under the caption "Item 2. Tender Offer of the Bidder," is hereby amended
and restated to read as follows:

     In the Merger, each Share outstanding immediately prior to the effective
time of the Merger (except for Shares held in the treasury of the Company or by
any subsidiary of the Company, Shares registered in the name of the Parent or
the Purchaser and Shares held by stockholders who shall have properly demanded
and perfected appraisal rights in accordance with Section 262 of the General
Corporation Law of the State of Delaware (the "DGCL")) will, by virtue of the
Merger and without any action by the holder thereof, be converted into the
right to receive $12.40 per Share (or any higher price paid per Share in the
Offer), net to the seller in cash, without interest thereon (the "Merger
Consideration"), upon the surrender of the certificate formerly representing
such Share.

ITEM 4.  THE SOLICITATION OF RECOMMENDATION

BACKGROUND OF THE OFFER AND MERGER; PAST CONTACTS, TRANSACTIONS AND NEGOTIATIONS
WITH THE PARENT AND THE PURCHASER
 
     The last sentence of the sixth full paragraph on page 9 of the Schedule 
14D-9 under the caption "Item 4. The Solicitation or Recommendation - Background
of the Transaction, Past Contacts, Transactions and Negotiations with the Parent
and the Purchaser - Relationship Between the Company and the Parent and its
Subsidiaries" is hereby amended and restated to read as follows:
 
     Currently the Parent holds 51,811,664 Shares, representing 42.10% of the
outstanding Shares (based on the number of Shares outstanding on August 20,
1997).
 
     The third full paragraph on page 15 of the Schedule 14D-9 under the 
caption "Item 4. The Solicitation or Recommendation - Background of the
Transaction; Past Contacts, Transactions and Negotiations with the Parent and
the Purchaser - Background and Negotiations relating to the Offer and the
Merger" is hereby amended and restated to read as follows:
 
     At a meeting of the Disinterested Board held on July 15, 1997, Morgan
Stanley reported their preliminary estimates of valuation based on the analysis
that Morgan Stanley was asked on July 8, 1997 to perform. These estimates were
based on, among other things financial projections prepared by the Company on
July 3, 1997 for use in connection with this transaction (the "July 3
Projections") and a risk analysis prepared by the Company and Morgan Stanley
designed to quantify various risks associated with achieving the July 3
Projections. Morgan Stanley at that time noted that it was unlikely that a
spin-off of either the products business or the software and services business,
could be effected on a tax-free basis, nor could any such spin-off be effected
without the support of the Parent. In addition, Morgan Stanley noted that the
value of the products business depended on assumptions concerning new or
additional financial responsibilities and contractual agreements that might be
undertaken by the Parent and that the value of the software and services
business was adversely impacted by its recent unprofitability.
 
     The last paragraph on page 16 of the Schedule 14D-9 under the caption 
"Item 4. The Solicitation or Recommendation - Background of the Transaction;
Past Contacts, Transactions and Negotiations with the Parent and the Purchaser -
Background and Negotiations relating to the Offer and the Merger" is hereby
amended and restated to read as follows:
 
     At a telephonic meeting of the Disinterested Board held at 6 a.m.
(California time) on July 30, 1997, Morgan Stanley reviewed in detail its
financial analysis of the proposed Offer and Merger. As described in the
section entitled "Opinion of Financial Advisor," Morgan Stanley's financial
analysis of the proposed Offer and Merger was based, in part, on various
financial and operating scenarious prepared by the Company's management and its
advisors. These scenarious included the July 3 Projections, the risk analysis
described above prepared by the Company and Morgan Stanley, and a sensitivity
analysis prepared by Morgan Stanley based, in part, on the July 3 Projections
and using estimates of projected industry performance. The sensitivity analysis
projected the least favorable financial performance for the Company. See
"Opinion of Financial Advisor."  At the conclusion of its presentation, Morgan
Stanley delivered to the Disinterested Board its oral opinion (which was
subsequently confirmed in writing) to the effect that the proposed consideration
to be received by the Company's stockholders (other than the Parent and its
affiliates) in the Offer and the Merger is fair from a financial point of view
to the stockholders (other than the Parent and its affiliates). Morgan Stanley's
opinion regarding fairness from a financial point of view rested in part on
"implied valuation ranges," which reflected Morgan Stanley's judgment as applied
to various valuation methodologies. Overall, these valuations produced ranges
from $7.00 to $13.00 per Share. In comparing the Company to other companies,
Morgan Stanley used multiples from certain publicly traded computer hardware
companies, as described in the section headed "Opinion of Financial Advisor."
The Disinterested Board also reviewed the draft of the Merger Agreement that had
been distributed to them by facsimile. The Disinterested Board heard a legal
presentation by a representative of Brobeck with respect to its members'
fiduciary duties and the terms of the proposed Offer and Merger. The
Disinterested Board discussed the terms of the Merger Agreement and requested
certain changes, which were subsequently agreed to by the Parent. Based on such
discussions, presentations and opinion, the Disinterested Board unanimously (i)
approved the Offer, the Merger and the Merger Agreement, in substantially the
form presented to the Disinterested Board, and the transactions contemplated by
the Merger Agreement, (ii) determined that the terms of the Offer and the Merger
are fair to and in the best interests of the Company and its stockholders (other
than the Parent and its affiliates) and (iii) recommended that the Company's
stockholders accept the Offer and tender their Shares pursuant to the Offer and
approve and adopt the Merger Agreement and the transactions contemplated
thereby.
 
     The discussion on page 17 of the Schedule 14D-9 under the caption "Item 4.
The Solicitation or Recommendation - Certain Litigation" is hereby amended and
supplemented as follows:
 
     By order dated August 8, 1997, the Delaware Court of Chancery granted a
motion for expedited discovery by the plaintiffs in several of the Delaware
actions and set a hearing for a motion for a preliminary injunction in several
of the Delaware actions on August 28, 1997, at 11:00 a.m. On August 11, 1997,
the California Superior Court in the Lacoff and Silverman actions entered
Orders holding proceedings in abeyance pending a decision by the Delaware Court
of Chancery on plaintiffs' motion for a preliminary injunction in several of the
Delaware actions.

     Following the filing of such actions, counsel for the plaintiffs and
counsel for the defendants in such actions engaged in expedited discovery for
the purposes of preparing for a hearing on plaintiffs' request for preliminary
injunctive relief. During this discovery period, counsel for the plaintiffs and
counsel for the defendants engaged in extensive discussions regarding the
possibility of settling such actions.

     On August 20, 1997, counsel for the plaintiffs in certain of such actions
entered into a Memorandum of Understanding ("MOU") with counsel for the
defendants providing for a proposed settlement of such actions. The MOU provides
for, among other things, (i) the filing of a consolidated amended complaint in
Delaware and the dismissal of the actions in California, (ii) the creation of a
settlement class composed of certain owners of shares, (iii) the increase in the
Offer Price to $12.40 per Share from $12.00 per Share, (iv) certain disclosure
to be disseminated to stockholders of the Company (such disclosure is included
in this Supplement), (v) the certification of the consolidated actions, for
settlement purposes only, as a class action, and such action to be dismissed
with prejudice, (vi) a release in fact of the defendants and others, (vii)
defendants' agreement not to oppose an application by plaintiffs' counsel for an
award of fees not exceeding $7 million and $250,000 in expenses and (viii) the
option of the Parent and the Purchaser to withdraw from the settlement if the
holders of more than 20% of the common shares of the Company owned at the time
of the Merger by persons other than the defendants demand appraisal rights. The
MOU and the proposed settlement are conditioned on, among other things, final
approval by the Delaware Chancery Court. The foregoing description of the MOU is
qualified in its entirety by reference to the text of the MOU, which has
been filed as an exhibit to this Schedule 14D-9.
<PAGE>   3
ITEM 5.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

     The first sentence of the third full paragraph on page 23 of the Schedule
14D-9 under the immediately foregoing caption is hereby amended and restated to
read as follows:

     Pursuant to a letter agreement dated July 1, 1997, the Company has agreed 
to pay Morgan Stanley a transaction fee, payable upon consummation of the 
Merger, of approximately $4.1 million, which is based on the consideration to 
be received by the holders of Shares other than the Parent and the Purchaser.

ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.

  Antitrust.
 
     The third full paragraph on page 24 of the Schedule 14D-9 under the
immediately foregoing caption is hereby amended and supplemented by adding the
following sentence:
 
          On August 11, 1997, the U.S. Department of Justice and the Federal
     Trade Commission granted the Parent early termination of the waiting period
     under the HSR Act.
 
  Competition Act and Investment Canada Act.
 
     The last paragraph on page 25 which is carried over to page 26 of the
Schedule 14D-9 under the immediately foregoing caption is hereby amended and
supplemented by adding the following sentence:
 
          On August 14, 1997, the Canadian Director issued an ARC to the Parent.

  European Union Regulation.
     
      The first sentence of the fifth full paragraph on page 26 of the Schedule
14D-9 under the immediately foregoing caption is hereby amended and restated to
read as follows:

      The Parent filed a notification with the European Commission in
accordance with the Merger Regulation on August 5, 1997. 

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

        Item 9 is hereby amended and supplemented by the addition of the 
following:

        Exhibit 16  Supplement, dated August 22, 1997, to Offer to Purchase,
                    dated August 5, 1997.

        Exhibit 17  Text of Joint Press Release, dated August 20, 1997, issued
                    by the Parent and the Company.

        Exhibit 18  Text of Joint Press Release, dated August 22, 1997, issued 
                    by the Parent and the Company.

        Exhibit 19  Memorandum of Understanding, dated August 20, 1997.



      The Information Statement attached as Annex A to the Schedule 14D-9 is
hereby amended and supplemented as follows:
         
 
<PAGE>   4
 
BENEFICIAL OWNERSHIP OF SHARES

     The first paragraph on page A-6 of Annex A attached to the Schedule 14D-9
under the caption "Beneficial Ownership of Shares" is hereby amended and
restated to read as follows:
 
     The beneficial ownership for each person or entity known by the Company to
beneficially own 5% or more of the outstanding shares of Common Stock as of
July 30, 1997 is shown below:

     The second paragraph and the table appearing immediately thereafter on page
A-6 of Annex A attached to the Schedule 14D-9 under the caption "Beneficial
Ownership of Shares" are hereby amended and restated to read as follows:
 
     The following table lists the beneficial ownership of Common Stock as of 
August 20, 1997 by each director, the chief executive officer, the four other
most highly compensated executive officers, and all directors and executive
officers as a group:
 
<TABLE>
<CAPTION>
                                                              SHARES BENEFICIALLY       APPROXIMATE
                            NAME                                   OWNED(1)           PERCENT OWNED(2)
------------------------------------------------------------- -------------------     ----------------
<S>                                                           <C>                     <C>
John C. Lewis................................................         643,490                  *
Michael R. Hallman...........................................          15,000                  *
E. F. Heizer, Jr.............................................          37,000                  *
Burton G. Malkiel, Ph.D......................................          31,052**                *
George R. Packard, Ph.D......................................          29,000                  *
Walter B. Reinhold...........................................         107,605                  *
J. Sidney Webb...............................................          33,000                  *
William F. Ferone............................................         135,450                  *
Michael J. Poehner...........................................          36,343***               *
Bruce J. Ryan................................................         102,551                  *
David B. Wright..............................................         154,012                  *
All directors and executive officers as a group (20
  persons)...................................................       2,003,914                1.6%
 </TABLE>
 
---------------
 
   * Less than 1%.
 
  ** Includes 1,000 Shares held by the Jonathan P. Malkiel Trust, of which Dr.
     Malkiel is a trustee with shared voting, but sole investment, power.
 
 *** Includes 900 Shares (450 each) held by Mr. Poehner as custodian for his two
     children. Mr. Poehner has sole voting and investment power over these
     shares.
 
(1) The Company has advised the Parent and the Purchaser that it believes that
    all beneficial owners named in the table have sole voting and investment
    power with respect to the Shares they beneficially own. The figures include
    Shares that could be purchased by exercise of options within 60 days of July
    30, 1997 (including options which have exercise prices above $12.40) as held
    by: Mr. Lewis, 369,600 Shares; Mr. Hallman, 15,000 Shares; Mr. Heizer,
    29,000 Shares; Dr. Malkiel, 29,000 Shares; Dr. Packard, 28,000 Shares; Mr.
    Reinhold, 29,000 Shares; Mr. Webb, 29,000 Shares; Mr. Ferone, 113,800
    Shares; Mr. Poehner, 23,400 Shares; Mr. Ryan, 36,250 Shares; Mr. Wright,
    82,150 Shares; and all directors and executive officers as a group,
    1,309,900 Shares.
 
(2) Percent of the 123,067,004 Shares outstanding as of August 20, 1997,
    counting as outstanding for each named person all Shares issuable to such
    person on exercise of Options that are included in the first column.
 

<PAGE>   5
INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THIS MERGER
 
     The last sentence of the third full paragraph on page A-7 of Annex A
attached to the Schedule 14D-9 under the caption "Interests of Certain Persons 
in the Offer and this Merger" is hereby amended and restated to read as follows:
 
     Such former directors included Mr. Keizo Fukagawa, who currently holds
options to purchase 15,000 Shares, all of which are currently vested, of which
5,000 are exercisable for an exercise price over $12.40 per Share, while 5,000
are exercisable for $12.1875 per Share and 5,000 are exercisable for $7.125 per
Share; and Mr. Kazuto Kojima, who currently holds (a) options to purchase 5,000
Shares at an exercise price of $5.3125 per Share, exercisable for a period of
three months commencing on June 29, 1997, and (b) options to purchase 2,500
Shares at an exercise price of $12.1875 per Share and options to purchase 5,000
Shares at exercise prices above $12.40 per Share, exercisable for a period of
six months commencing on June 29, 1997.
 
     The first full paragraph on page A-8 of Annex A to the Schedule 14D-9 
under the caption "Interests of Board Members with Respect to Compensation and 
Shares" is hereby amended and restated to read as follows:
 
     Of these, options to purchase 70,000 Shares are exercisable at a price
which is above the Offer Price and will, therefore, not give rise to the right
to receive such excess.
 
     The fourth full paragraph on page A-8 of Annex A to the Schedule 14D-9
under the caption "Interests of Executive Officers of the Company with Respect
to Shares" and the table appearing immediately thereafter on page A-9 are hereby
amended and restated to read as follows:
 
     To the knowledge of the Company, as of August 20, 1997, the current
directors and officers of the Company, as a group, beneficially owned, directly
or indirectly, or exercise control or direction over 697,014


<PAGE>   6
 
Shares, not including unexercised options, representing approximately 0.6% of
the outstanding Shares. The directors and executive officers of the Company will
be entitled to receive, as contemplated by the Merger Agreement, cash payments
in the manner set forth in the table below (see Item 3 of the Schedule 14D-9 to
which this Information Statement is attached):
 
Shares and Option Amounts with Respect to the Company's Directors and Executive
                                    Officers
 
<TABLE>
<CAPTION>
                                                                                       VALUE OF
                                                                   OPTIONS            RESTRICTED
                                                              CONVERTED TO CASH        STOCK AND
                                                            AT TIME OF OFFER AND     OPTIONS TO BE
                                              DOLLAR               MERGER            PAID IN CASH
                              OWNED          AMOUNT AT     -----------------------    AT A LATER      TOTAL CASH
           NAME              SHARES*        OFFER PRICE    SHARES       DOLLARS          DATE        CONSIDERATION
--------------------------  ----------     -------------   -------   -------------   -------------   -------------
<S>                         <C>            <C>             <C>       <C>             <C>             <C>
John C. Lewis.............     164,115     $2,035,026.00   258,000   $1,514,137.50   $1,561,210.00   $5,110,373.50
David L. Anderson.........      20,943        259,693.20   122,250      797,228.12      248,865.63    1,305,786.95
Michael R. Carabetta......       1,116         13,838.40    16,900       48,253.75      252,633.75      314,725.90
William F. Ferone.........      12,387        153,598.80   133,000      992,543.74      239,726.83    1,385,869.37
William Flanagan..........       8,551        106,032.40    78,150      517,269.37      242,975.63      866,277.40
Charles E. Fonner.........       7,625         94,550.00    46,650      344,263.12      133,653.13      572,466.25
Gregory R. Grodhaus.......           0              0.00         0            0.00      311,578.13      311,578.13
Orval J. Nutt.............       1,144         14,185.60   116,500      740,256.25      108,537.50      862,979.35
Michael J. Poehner........       4,543**       56,333.20    31,400      197,872.50      206,125.00      460,330.70
Anthony M. Pozos..........      53,094        658,365.60   184,450    1,143,670.62      236,465.63    2,038,501.85
William R. Riley..........       4,384         54,361.60    20,100      137,633.74      204,187.50      396,182.84
Bruce J. Ryan.............      16,751        207,712.40    36,250      208,015.62      929,916.88    1,345,644.90
Ernest B. Thompson........         229          2,839.60    55,300      413,801.25       68,558.75      485,199.60
David B. Wright...........      26,312        326,268.80   104,550      735,616.87      774,116.88    1,836,002.55
Michael R. Hallman........           0              0.00    10,000       19,468.75            0.00       19,468.75
E.F. Heizer, Jr...........       8,000         99,200.00    16,000       53,431.25            0.00      152,631.25
Burton G. Malkiel,
  Ph.D....................       1,052***      13,044.80    16,000       53,431.25            0.00       66,476.05
George R. Packard,
  Ph.D....................       1,000         12,400.00    15,000       45,843.75            0.00       58,243.75
Walter B. Reinhold........      78,605        974,702.00    16,000       53,431.25            0.00    1,028,133.25
J. Sidney Webb............       4,000         49,600.00    16,000       53,431.25            0.00      103,031.25
</TABLE>
 
This table does not include options with an exercise price greater than $12.40.
---------------
  * Does not include Restricted Stock.
 
 ** Does not include 900 shares held by Mr. Poehner as custodian for his two
    children. Mr. Poehner has sole voting and investment power over these
    shares.
 
*** Does not include 1,000 shares held by the Jonathan P. Malkiel Trust of which
    Dr. Malkiel is a trustee with shared voting, but sole investment power.
 
<PAGE>   7


                                   SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


August 22, 1997                         AMDAHL CORPORATION


                                        By: /s/ John C. Lewis
                                            ________________________________
                                           
                                            John C. Lewis
                                            Chairman of the Board, President and
                                            Chief Executive Officer





<PAGE>   8

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER        DESCRIPTION
--------------        -----------
  <S>           <C>
  1*            Merger Agreement dated as of July 30, 1997 among the Parent, the Purchaser and the Company

  2*            Opinion of Morgan Stanley & Co. Incorporated, dated July 30, 1997 (Attached to Schedule 14D-9 mailed to 
                stockholders as Annex B)

  3*            Joint Press Release of the Company and the Parent, issued July 30, 1997

  4*            Letter dated July 30, 1997 from John C. Lewis to the stockholders of the Company (Included with Schedule 14D-9 
                mailed to stockholders)

  5*            Article Eleventh of the Certificate of Incorporation of the Company

  6*            Article IX of the By-Laws of the Company

  7*            Amdahl/Fujitsu 1982 Agreement, dated March 4, 1982, between the Parent and the Company

  8*            Letter Agreement, dated April 3, 1984, between the Parent and the Company

  9*            Joint Development Agreement between the Company and the Parent dated December 8, 1993 (Portions of this exhibit 
                are deleted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10(aa) to 
                the Company's Form 10-K for the fiscal year ended December 31, 1993)

  10*           Loan Agreement between the Company and the Parent dated January 29, 1994 (incorporated by reference to Exhibit 
                10(c) to the Company's Form 10-Q for the fiscal period ended April 1, 1994)

  11*           First Amendment to Loan Agreement between the Company and the Parent dated January 27, 1994 (incorporated by 
                reference to Exhibit 10 to the Company's Form 10-Q for the fiscal period ended March 28, 1997)

  12*           Standstill Agreement, dated July 9 1997, between the Parent and the Company

  13*           Confidentiality Agreement, dated June 30, 1997, between the Parent and the Company

  14*           Joint Press Release of the Company and the Parent, issued August 5, 1997

  15*           Press Release, dated August 14, 1997, issued by the Parent

  16            Supplement, dated August 22, 1997, to the Offer to Purchase, dated August 5, 1997

  17            Text of Joint Press Release, dated August 20, 1997 issued by the Parent and the Company

  18            Text of Joint Press Release, dated August 22, 1997 issued by the Parent and the Company 

  19            Memorandum of Understanding, dated August 20, 1997
</TABLE>


* Previously filed.
