DATA GENERAL CORP
10-Q, 1994-08-04
COMPUTER & OFFICE EQUIPMENT
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                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                    FORM 10-Q


      (Mark one)

      [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

      For the quarterly period ended June 25, 1994

                                        OR

      [ ] Transition Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

      For the transition period from                    to

                          Commission File Number 1-7352



                             Data General Corporation
              (Exact name of registrant as specified in its charter)


                 Delaware                                    04-2436397
      (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification No.)


      4400 Computer Drive, Westboro, Massachusetts               01580
        (Address of principal executive offices)              (Zip Code)


        Registrant's telephone number, including area code  (508)898-5000


      Former  name,  former  address and former fiscal year if changed since
      last report: Not Applicable


           Indicate by check mark whether the registrant (1) has  filed  all
      reports  required to be filed by Section 13 or 15(d) of the Securities
      Exchange Act of 1934 during the preceding 12 months (or for such shor-
      ter period that the registrant was required to file such reports), and
      (2) has been subject to such filing requirements for the past 90 days.

                                Yes  X    No

           Number of shares outstanding of each of the issuer's  classes  of
      common stock, as of July 22, 1994:

           Common Stock, par value $.01                   35,997,278
              (Title of each class)                   (Number of shares)

                          PART I -- FINANCIAL INFORMATION



      Item 1.  Financial Statements.

           The  condensed  consolidated financial statements of Data General
      Corporation (the  "company"),  consisting  of  condensed  consolidated
      statements  of operations for the three and nine months ended June 25,
      1994 and June 26, 1993, condensed consolidated balance  sheets  as  of
      June   25,   1994  and  September  25,  1993,  condensed  consolidated
      statements of cash flows for the nine months ended June 25,  1994  and
      June  26,  1993, and related notes to condensed consolidated financial
      statements, are incorporated herein by reference to pages 3 through  6
      of the company's Third Quarter 1994 Interim Report.  The Third Quarter
      1994  Interim Report has been included as Exhibit 20 to copies of this
      Report filed with the Securities and Exchange Commission.   Copies  of
      the  Interim Report may be obtained by written request to the company,
      Attn:  Investor Relations, MS A-235, 4400 Computer Drive, Westboro, MA
      01580.

           During the first quarter of  fiscal  1994,  the  company  adopted
      Statement  of Financial Accounting Standards ("SFAS") 109, "Accounting
      for  Income  Taxes".   See  Item  1.  "Financial  Statements"  to  the
      company's Form 10-Q for the quarter ended December 25, 1993.

      Item 2.  Management's Discussion and Analysis of Financial Condition
               and Results of Operations.

      Financial Condition

           Cash  and  temporary  cash  investments  as of June 25, 1994 were
      $112.4 million, a decrease of $7.2 million  from  the  end  of  fiscal
      1993.   In  addition,  as  of  June  25,  1994, the company held $48.7
      million in marketable securities, a  net  decrease  of  $23.7  million
      during   the  current  nine-month  period.   These  securities,  which
      supplemented  cash  and  temporary  cash  investments,  are  primarily
      invested in United States Treasury bills and notes.  Net cash provided
      from  operations for the nine months ended June 25, 1994 totaled $44.6
      million, expenditures for property, plant, and  equipment  were  $71.3
      million, capitalized software development costs totaled $13.1 million,
      and cash provided from stock plans totaled $4.1 million.  Net proceeds
      from  the  sale  of  non-operating assets totaled $6.8 million.  These
      non-operating  assets  were  comprised  of  vacant  real  estate   and
      investments  in  an unaffiliated entity.  The company also made a $2.0
      million investment  in  an  unaffiliated  entity  during  the  current
      nine-month  period.  The company repaid $1.2 million of long-term debt
      in the current nine-month period.  The effect of foreign currency rate
      fluctuations on cash and temporary cash investments was an increase of
      $1.3 million.

           Net receivables decreased  $26.1  million  from  fiscal  year-end
      1993,  primarily as a result of increased collection efforts worldwide
      and a decrease in revenues in the European marketplace which generally
      has a  longer  collection  cycle  than  the  domestic  operation.   In
      addition,   due  to  a  change  in  the  general  composition  of  the
      outstanding receivables portfolio, bad debt reserve requirements  have
      increased  12% over fiscal year-end 1993 levels.  Total inventories at
      June 25, 1994 increased  $16.4  million  from  year-end  1993  levels,
      primarily  due  to  a  shift  in the timing of inventory procurements.
      Accounts payable increased $7.8 million  from  fiscal  year-end  1993,
      primarily due to the increase in overall inventory levels.

           Fixed  asset dispositions for the first nine-month period totaled
      $12.8 million,  primarily  as  a  result  of  sales  of  demonstration
      equipment  to  end-users and approximately a $4.0 million writedown of
      net book value of fixed assets to their realizable value  as  part  of
      the  consolidation  of certain activities in the European marketplace.
      Management expects that sales of demonstration equipment will continue
      in the future.   The  writedown  as  a  result  of  the  consolidation
      activities is included in the restructuring charge recorded during the
      first  nine-month  period  of  fiscal  1994.  Approximately 20% of the
      company's net fixed assets relate to the company's proprietary ECLIPSE
      MV ("MV") family of products and  are  primarily  comprised  of  spare
      parts required to support the MV service base of over 19,000 installed
      units  worldwide  as  well  as  those  MVs which are serviced by third
      parties.

           Other current liabilities increased  $16.9  million  from  fiscal
      year-end  1993  due  primarily  to  increased personnel and commission
      related accruals and the $35 million restructure charge taken  in  the
      current  nine-month  period,  offset  by payments made relating to the
      current as well as previously recorded restructuring accruals.   Other
      liabilities   increased   $4.3  million  from  fiscal  year-end  1993,
      primarily as a result of normal accruals recorded  for  the  company's
      pension plans and an increase in deferred service revenues.

           Effective  December  30, 1993, the company replaced a $70 million
      revolving credit facility with  an  unsecured  $40  million  revolving
      credit facility and an unsecured $30 million letter of credit facility
      with  the  same  group  of banks as the original credit facility.  The
      revolving credit facility has a duration of one year;  the  letter  of
      credit  facility has a duration of 364 days and provides for automatic
      renewal on a daily basis.  The facilities include  certain  covenants,
      including  restrictions  on  the sale or pledge of certain assets, the
      declaration of dividends  and  the  incurrence  of  other  debt.   The
      interest  rate  for  borrowings  under each facility is 1.5% per annum
      above the London Interbank Offered Rate (LIBOR).  Commitment fees paid
      on available funds are not material and there were  $11.6  million  of
      letters of credit secured by the letter of credit facility at June 25,
      1994.  There were no borrowings under the revolving credit facility as
      of June 25, 1994.

      Results of Operations

           Total  revenues for the quarter ended June 25, 1994 increased 12%
      from the same  quarter  of  the  previous  year.   Domestic  revenues,
      excluding  U.S.  direct export sales, were $161.6 million for the cur-
      rent quarter, a 19% increase from $135.4 million  for  the  comparable
      period  of  fiscal 1993.  Domestic revenues were 57% of total revenues
      in the current quarter, compared with 54% of total  revenues  for  the
      third  quarter  of  fiscal 1993.  European revenues were $77.6 million
      for the current quarter, a 7% decrease  from  $83.7  million  for  the
      comparable  period  in fiscal 1993.  European revenues represented 27%
      of total revenues in the current quarter and 33% of total revenues  in
      the  prior-year  period.   Other  international  revenues  were  $44.7
      million for the current quarter, a 34% increase from $33.3 million for
      the comparable period in fiscal 1993.   Other  international  revenues
      represented  16%  and 13% of total revenues in the current quarter and
      prior-year period, respectively.  The increase in total  revenues  for
      the  current  quarter  was primarily due to the increase in demand for
      the company's AViiON products and CLARiiON products sold for use  with
      other  vendors'  hardware  (Open  CLARiiON), along with an increase in
      demand for personal computers and related equipment.  The increase  in
      these  product  sales  offset  the  continuing  decrease  in  sales of
      proprietary MV products.  These increases were partially offset  by  a
      decrease  resulting  from  the  strengthening  of  the  U.S. dollar in
      relation to foreign currencies.

           Domestic revenues of $470.5 million for  the  nine  months  ended
      June  25,  1994  increased  12%  from  $421.9  million  for  the first
      nine-month period  of fiscal 1993.   Domestic  revenues  were  57%  of
      total  revenues  in the current nine-month period and 53% of the total
      revenues for the comparable  prior-year  period.    European  revenues
      were  $227.2  million  for  the first nine-month period of the current
      year, compared with $261.0 million for the first nine-month period  of
      fiscal  1993.   European revenues represented 27% of total revenues in
      the current nine-month  period  and  33%  of  total  revenues  in  the
      prior-year  period.   Other international revenues were $130.2 million
      for the current nine-month period, compared with  $116.5  million  for
      the  comparable  period  in fiscal 1993.  Other international revenues
      represented 16% of total revenues in the current nine-month period and
      15% of total revenues in the prior-year period.

           Product revenues for the current quarter increased 21%  from  the
      comparable  prior-year  period.   Revenues  from  the company's AViiON
      family of open systems products grew 24% during  the  current  quarter
      when  compared  with  the third quarter of fiscal 1993.  The company's
      new line of Open CLARiiON mass storage  systems  produced  significant
      revenue  growth  compared  to  the  third  quarter  of fiscal 1993 and
      comprised 9% of total product revenues in the  current  quarter.   The
      company  is  making a conscious effort to expand distribution channels
      for these products.  Proprietary MV system revenues declined 36%  from
      the  same  period in the prior year.  Revenues from personal computers
      and other equipment increased 28% over the same quarter of  the  prior
      year.   It  is  anticipated  that  the  revenues generated from the MV
      product line will continue to be negatively impacted by the industry's
      transition to open systems technology.

           Domestic product revenues, which  were  $103.3  million  for  the
      current  quarter,  increased 32% from $78.2 million for the comparable
      period in fiscal 1993.  Domestic product revenues were  56%  of  total
      product  revenues  in  the  current  quarter  and 51% of total product
      revenues  in  the  comparable  prior-year  period.   The  increase  in
      domestic  product  revenues  was due to the increase in demand for the
      company's newest generation of AViiON products and increases  in  both
      personal computer and Open CLARiiON equipment sales.  European product
      revenues  were  $47.6  million  for the current quarter, a 7% decrease
      from $51.3 million for the comparable period in fiscal 1993.  European
      product revenues represented 26% of  total  product  revenues  in  the
      current  quarter  and  34% in the comparable prior-year period.  Other
      international product revenues were  $33.6  million  for  the  current
      quarter,  a  50% increase from $22.4 million for the comparable period
      in fiscal 1993.  Other international product revenues represented  18%
      of  total  product  revenues  in  the  current  quarter and 15% in the
      comparable  prior-year  period.   The  decrease  in  European  product
      revenues  was primarily due to the strengthening of the U.S. dollar in
      relation to European currencies and the impact of  transitioning  from
      the  company's  traditional  proprietary  product line to open systems
      technology.  The increase in other international product revenues  was
      primarily in the Asia and Pacific Rim marketplaces.

           For the current nine-month period, domestic product revenues were
      $298.4  million  compared  with  $251.6  million  for  the  comparable
      nine-month period of fiscal 1993.  Domestic product revenues were  56%
      of  total product revenues in the current nine-month period and 51% of
      total product revenues in the comparable prior-year period.   European
      product revenues were $137.4 million for the current nine-month period
      compared with $160.3 million for the first nine-month period of fiscal
      1993.  European product revenues were 26% of total product revenues in
      the current nine-month period and 32% of total product revenues in the
      comparable  prior-year  period.   Other international product revenues
      were $96.7 million for the current  nine-month  period  compared  with
      $83.0  million  for the first nine-month period of fiscal 1993.  Other
      international product revenues were 18% of total product  revenues  in
      the current nine-month period and 17% of total product revenues in the
      comparable   prior-year  period.  The  decrease  in  European  product
      revenues was primarily due to generally weak economic  conditions  and
      the impact of transitioning from the company's traditional proprietary
      product  line  to  open  systems  technology  and  the  impact  of the
      strengthening of the U.S. dollar in relation to  European  currencies.
      Open  CLARiiON  revenues  have  contributed  the  largest  increase to
      domestic product revenues and have accounted for 10% of these revenues
      in the current nine-month period.  AViiON revenue  increases  continue
      to  offset  decreases  from  proprietary  systems  in  all  geographic
      segments.

           Service revenues for the current quarter decreased slightly  from
      the  comparable  period of fiscal 1993.  Domestic service revenues for
      the current quarter were $58.3  million,  a  2%  increase  from  $57.2
      million  for  the  third  quarter  of  fiscal  1993.  European service
      revenues for the current quarter were $30.0  million,  a  7%  decrease
      from  $32.4  million  for  the prior-year period.  Other international
      service revenues for the current quarter and  prior-year  period  were
      $11.0 million and $10.9 million, respectively.

           For the current nine-month period, domestic service revenues were
      $172.1  million, relatively unchanged from $170.3 million in the first
      nine-month period of fiscal 1993.  European service revenues  for  the
      current  nine-month  period  were  $89.8 million, an 11% decrease from
      $100.7 million reported for the  first  nine-month  period  of  fiscal
      1993.  Other international service revenues were $33.5 million for the
      current nine-month period, relatively unchanged from the $33.6 million
      reported  for  the first nine-month period of fiscal 1993.  A decrease
      in hardware maintenance service revenues has been partially offset  by
      increased revenues from systems integration and consulting activities,
      as  the  company  positions  itself  as  a full service provider.  The
      decrease in European service  revenues  resulted  primarily  from  the
      strengthening of the U.S. dollar in relation to European currencies in
      the  current  nine-month  period  when compared to the same prior-year
      period.

           Cost of product revenues were 68% and 67%  of  product  revenues,
      respectively,  for  the  current quarter and current nine month period
      ended June 25, 1994, respectively, compared with 64% and 61%  for  the
      same  periods  of  the  prior  year.   Competitive  pricing  pressures
      worldwide and the continued transition  to  the  lower  margin  AViiON
      family  of  open  systems  and  Open  CLARiiON  family of mass storage
      systems more than offset the benefits  resulting  from  the  company's
      continuing cost reduction and restructuring programs.  Cost of service
      revenues   for   the  current  quarter  and  first  nine-month  period
      represented 64% and 62% of service  revenues,  respectively,  compared
      with  60%  and  58%  of  service  revenues, respectively, for the same
      periods of fiscal 1993.  The increase in cost of service revenues as a
      percentage of total service revenues was primarily  a  result  of  the
      increase in revenues from systems integration activities which yield a
      lower margin than traditional service contract revenues.

           Research  and  development  expenses  for the current quarter de-
      creased 8% from the third quarter of fiscal 1993 to $22.1 million, and
      represented 8% of total revenues in  the  current  quarter.   For  the
      current nine-month period, research and development expenses were also
      8%  of  total  revenues,  decreasing  10%  to  $68.4  million from the
      comparable prior-year period.  The decrease results primarily from the
      company continuing to focus its research and  development  efforts  on
      its  core  business  technology, multi-user computer systems, servers,
      and mass storage devices.  Also, a  change  in  product  mix  to  open
      systems  architecture  has  increased  the  use  of  industry-standard
      components purchased from third parties, which  has  reduced  spending
      for  research  and  development  in  hardware.   In  addition  to  the
      reduction of research and development expenses, the company  has  also
      seen  a  reduction  in  capitalized software development costs of $3.5
      million in the current nine-month period when  compared  to  the  same
      period in the prior year.

           Selling,  general,  and  administrative  expenses for the current
      quarter decreased 2% from the same  prior  year  period  and  remained
      relatively  flat  for the first nine-month period when compared to the
      prior-year  period.   Benefits  resulting  from  the  continuing  cost
      reduction and restructuring programs, were for the most part offset by
      the increase in commissions resulting from the 21% increase in product
      revenues  in  the current quarter when compared to the same prior-year
      period.  Selling, general, and administrative expenses represented 29%
      and 31%, respectively, of total revenues in the  current  quarter  and
      nine-month period and 34% and 32% of total revenues, respectively, for
      the comparable prior-year periods.

           While  the company has made significant progress towards becoming
      a  supplier  of  open  systems  products  and  services,  the  company
      continues  to  have  a cost structure that is out of line with an open
      systems  business  model.   In  a  prior  quarter,  the  company   had
      identified   additional   cost   reduction  steps  which  include  the
      continuing realignment of the company's worldwide  sales  and  service
      organizations.   As  a  result, income from operations for the current
      nine-month period includes a $35 million charge  for  estimated  costs
      associated   with   a   worldwide   workforce   reduction,   of  which
      approximately $4.0 million relates to the writedown of net book  value
      of  fixed  assets  associated with consolidating certain activities in
      the European marketplace.  The provision  relating  to  the  workforce
      reduction  is  primarily  for  salary  and  benefit  continuation  and
      outplacement service.  At  June  25,  1994  the  number  of  employees
      totaled  5,955,  a  reduction  of  755  employees  from June 26, 1993.
      There have been  no  material  changes  in  the  company's  previously
      announced  restructuring  actions or the estimates accrued at June 25,
      1994.

           Interest income for the current quarter and the first  nine-month
      period  decreased  26%  and  32%,  respectively,  from  the comparable
      periods of fiscal 1993, primarily due to an overall  decrease  in  the
      levels  of  invested  funds.  Interest expense for the current quarter
      was relatively flat while the first  nine-month  period  decreased  4%
      from  the  comparable  periods  of  fiscal  1993  primarily due to the
      retirement of two separate industrial revenue bonds.  Other income  of
      $2.4  million  in  the  nine-month period ended June 25, 1994 resulted
      from the sale of an investment held by the company in an  unaffiliated
      entity.

           The  income  tax  provision  for  the  current  quarter and first
      nine-month period was $0.5 million   and  $1.6  million  respectively,
      compared  with  $1.2  million and $4.4 million for the same prior-year
      periods.  The provisions resulted primarily  from  foreign  and  state
      taxes.

           In  November  1992,  the  Financial  Accounting  Standards  Board
      ("FASB") issued SFAS 112, "Employers' Accounting  for  Post-Employment
      Benefits".  In May 1993, the FASB issued SFAS 114 and 115, "Accounting
      by  Creditors  for  Impairment  of a Loan" and "Accounting for Certain
      Investments in Debt and Equity Securities",  respectively.   SFAS  112
      and  SFAS  115 are effective for fiscal years beginning after December
      15, 1993.  SFAS 114 is effective for  fiscal  years  commencing  after
      December  15,  1994.   The  company will implement these statements as
      required.  The future adoption of SFAS 112, SFAS 114 and SFAS 115  are
      not  expected  to have a material effect on the company's consolidated
      financial position or results of operations.

           The revenue improvement during  the  current  quarter  reinforces
      management's  belief  in the company's product and marketing strategy.
      Management expects revenues from the MV proprietary  product  line  to
      continue  to  contribute  only  a  small  percentage  of the company's
      overall revenues in future quarters.   In  light  of  the  significant
      change  in industry trends from proprietary to open systems technology
      and general economic  conditions  in  the  European  marketplace,  the
      company remains cautious for the remainder of fiscal 1994.

                            PART II -- OTHER INFORMATION

      Item 1.  Legal Proceedings

           In  a  previously reported action, in the U.S. District Court for
      the District of Massachusetts, a jury, on January  28,  1993,  awarded
      the company $52.3 million in damages and related interest from Grumman
      Systems  Support  Corporation ("Grumman") for infringing the company's
      copyrights  and  misappropriating  trade  secrets  relating   to   the
      company's proprietary MV/ADEX diagnostic software.  The award includes
      approximately  $15.9  million  in  pre-judgment  interest.  On May 13,
      1993, Grumman's motion for judgment notwithstanding the verdict and/or
      for a new trial was rejected.  Grumman has appealed and on December 8,
      1993, the appeal was argued to the United States First  Circuit  Court
      of  Appeals.   The  appeal  remains  undecided.   The company will not
      recognize the award in its financial statements until it  is  received
      or  assured.  The company has deferred legal costs incurred subsequent
      to the jury verdict in order to match these costs with the award  when
      recognized.


      Item 6.  Exhibits and Reports on Form 8-K.

           (a)  Exhibits:

           11.  Computation of primary and fully diluted earnings per share.

           20.  Third  Quarter  1994 Interim Report of Data General Corpora-
                tion.

           (b)  No reports on Form 8-K were filed during the current quarter
                ended June 25, 1994.



                                    SIGNATURE



           Pursuant to the requirements of the Securities  Exchange  Act  of
      1934,  the  registrant has duly caused this report to be signed on its
      behalf by the undersigned thereunto duly authorized.


                                       DATA GENERAL CORPORATION
                                             (Registrant)



                                         /s/ Arthur W. DeMelle
                                             Arthur W. DeMelle
                                            Vice President
                                        Chief Financial Officer
                                        Chief Accounting Officer

      Dated:  August 3, 1994
                                      EXHIBITS



      Index to Exhibits.


      11.  Computation of primary and fully diluted earnings per share.

      20.  Third Quarter 1994 Interim Report of Data General Corporation.





                                                                      EXHIBIT 11

                                        DATA GENERAL CORPORATION

                     COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
                                              (Unaudited)
                                (In thousands except per share amounts)

                                         Quarter Ended        Nine months Ended
                                       June 25,   June 26,   June 25,   June 26,
                                        1994       1993       1994       1993
Primary earnings per share:
Net loss. . . . . . . . . . . . . .   $(12,360)  $(16,418)  $(81,440)  $(23,240)

Weighted average shares outstanding     35,915     34,774     35,632     34,255

Incremental shares from use of treasury
  stock method for stock options. .         --         --         --        566

Common and common equivalent
  shares, where applicable. . . . .     35,915     34,774     35,632     34,821

Net loss per share. . . . . . . . .     $(0.34)    $(0.47)    $(2.29)    $(0.67)

Earnings per share assuming full
  dilution:(a)
Net loss  . . . . . . . . . . . . .   $(12,360)  $(16,418)  $(81,440)  $(23,240)

Weighted average shares outstanding     35,915     34,774     35,632     34,255

Incremental shares from use of treasury
  stock method for stock options. .         --         --         --        566

Common and common equivalent
  shares assuming full dilution . .     35,915     34,774     35,632     34,821

Net loss per share. . . . . . . . .     $(0.34)    $(0.47)    $(2.29)    $(0.67)



(a) For the quarters and nine-month periods ended June 25, 1994 and June 26,
    1993, the assumed conversion of convertible debentures, giving effect to the
    incremental shares and the adjustment to reduce interest expense, was anti-
    dilutive and has therefore been excluded from the computation.



TO OUR STOCKHOLDERS, CUSTOMERS AND EMPLOYEES:

    Data General Corporation reported a net loss of $12.4 million, or $.34 per
 share, for its third quarter of fiscal 1994, which ended June 25th, 1994.  For
 the third quarter last year, the company reported a net loss of $16.4 million,
 or $.47 per share.

    For the second consecutive quarter, total revenues increased when compared
 to the comparable quarter of the prior year.  The third quarter revenues were
 $283.8 million, an increase of 12.4 percent over last year's third quarter,
 when the company reported revenues of $252.4 million.

    The revenue growth is most encouraging, particularly as it came during a
 quarter that is traditionally weak for us.  This reinforces the belief that the
 strategy of focusing on the high-end commercial enterprise marketplace is on
 target.  The principle area of growth continues to be our AViiON product line,
 primarily at the high-end.  AViiON  revenues were up 24 percent in the quarter
 over the third quarter of last year.  In addition, we saw solid revenue
 contribution from our Open CLARiiON storage line.


    Revenues from sales of our proprietary systems represented just 12 percent
 of product revenues during the quarter.  In last year's third quarter,
 proprietary systems were 22 percent of product revenues.

    Going forward, the key to returning to profitability is to continue to grow
 revenues while insuring that our costs are in line with an open systems
 business model.

    Since 1989, we have established an installed base of more than 25,000 AViiON
 systems, with a total value of over $1.25 billion.  The AViiON line's
 capabilities were highlighted again with the announcement in July that our
 high-end AV 9500 servers had produced the fastest Transaction Processing
 Council Benchmark-C (TPC-C) results ever achieved on a product that is
 currently shipping.  In addition, results from the tests showed that the AV
 9500 Plus 8-processor model offers the best Informix-based TPC-C price/
 performance.

    During the quarter, we strengthened our AViiON line with additional
 applications software from key enterprise software vendors, including Oracle
 and Sybase.  Oracle's new Oracle 7 Release 7.1 parallel database server
 software and several components of Sybase's System 10 Enterprise Client/Server
 software family are now available on the AViiON line.

    The CLARiiON Business Unit also announced several new reseller agreements
 during the quarter, including a strategic partnership with Access Graphics, one
 of Sun Microsystems' leading distributors.  In addition, in July Data General
 and Invincible Technologies Corporation (ITC) announced that ITC's Ultimate-5
 RAID disk array, which is based on CLARiiON, is now available on both VMS and
 UNIX-based Digital Equipment Alpha platforms.

    For the first nine months of fiscal 1994, Data General reported a net loss
 of $81.4 million, or $2.29 per share, including a restructuring charge of $35
 million recorded in the second quarter, primarily for costs associated with a
 workforce reduction.  For the same period last year, the company reported a net
 loss of $23.2 million, or $.67 per share.

    Revenues for the first three quarters of 1994 totaled $827.9 million,
 compared to $799.5 million for the first nine months of fiscal 1993.

    Data General's financial position remains strong with cash and marketable
 securities of $161.1 million at the end of the third quarter.  As we complete
 the transition to an open systems company, we will continue to closely manage
 our balance sheet.  While we continue to be cautious for the short-term, we
 believe that our ability to grow revenues with our industry-leading products,
 together with aggressive management of our cost structure, should result in
 meeting our objective of returning to profitability.


 Respectfully submitted,

 (signature)

 Ronald L. Skates

 President and Chief Executive Officer

 August 3, 1994


DATA GENERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)



                                     Quarter Ended      Nine Months Ended
in thousands, except               June 25,  June 26,   June 25,  June 26,
net loss per share                   1994      1993       1994      1993


Revenues:
  Product . . . . . . . . . . . . $184,497   $151,916  $532,528   $494,906
  Service . . . . . . . . . . . .   99,279    100,472   295,401    304,580

    Total revenues. . . . . . . .  283,776    252,388   827,929    799,486

Costs and expenses:
  Cost of product revenues. . . .  124,637     96,656   359,054    302,635
  Cost of service revenues. . . .   63,150     60,018   183,676    177,752
  Research and development. . . .   22,121     24,126    68,357     75,979
  Selling, general, and
   administrative . . . . . . . .   83,713     85,303   257,773    257,376
  Restructure charge. . . . . . .       --         --    35,000         --

    Total costs and expenses. . .  293,621    266,103   903,860    813,742

Loss from operations. . . . . . .   (9,845)   (13,715)  (75,931)   (14,256)

Interest income . . . . . . . . .    1,531      2,070     4,302      6,368
Interest expense. . . . . . . . .    3,546      3,573    10,564     10,952
Other income. . . . . . . . . . .       --         --     2,353         --

Loss before income taxes. . . . .  (11,860)   (15,218)  (79,840)   (18,840)

Income tax provision. . . . . . .      500      1,200     1,600      4,400

Net loss. . . . . . . . . . . . . $(12,360)  $(16,418) $(81,440)  $(23,240)

Net loss per share. . . . . . . .   $(0.34)    $(0.47)   $(2.29)    $(0.67)

Weighted average shares outstand-
  ing, including common stock
  equivalents where applicable. .   35,915     34,774    35,632     34,821



No cash dividends have been declared or paid since inception.

The  accompanying  Notes to Condensed Consolidated Financial Statements are
an integral part of these financial statements.


DATA GENERAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS





                                                         (Unaudited)
                                                           June 25,   Sept. 25,
dollars in thousands                                         1994        1993

Assets

Current assets:
  Cash and temporary cash investments . . . . . . . . . . $112,406    $119,560
  Marketable securities . . . . . . . . . . . . . . . . .   48,679      72,395
  Receivables, net. . . . . . . . . . . . . . . . . . . .  259,395     285,481
  Inventories . . . . . . . . . . . . . . . . . . . . . .  118,262     101,827
  Other current assets. . . . . . . . . . . . . . . . . .   36,120      32,397

    Total current assets. . . . . . . . . . . . . . . . .  574,862     611,660

Property, plant, and equipment, net . . . . . . . . . . .  179,349     177,551

Other assets. . . . . . . . . . . . . . . . . . . . . . .   70,937      77,118

                                                          $825,148    $866,329



Liabilities and stockholders' equity

Current liabilities:
  Notes payable . . . . . . . . . . . . . . . . . . . . . $  2,377    $  2,267
  Accounts payable. . . . . . . . . . . . . . . . . . . .   93,366      85,571
  Other current liabilities . . . . . . . . . . . . . . .  231,998     215,070

    Total current liabilities . . . . . . . . . . . . . .  327,741     302,908

Long-term debt. . . . . . . . . . . . . . . . . . . . . .  158,359     158,352

Other liabilities . . . . . . . . . . . . . . . . . . . .   32,275      27,992

Stockholders' equity:
  Common stock:
    Outstanding -- 35,976,000 shares at June 25, 1994
    and 35,267,000 shares at Sept. 25, 1993 (net of
    deferred compensation of $10,977 at June 25, 1994
    and $11,619 at Sept. 25, 1993). . . . . . . . . . . .  430,604     422,589
  Accumulated deficit . . . . . . . . . . . . . . . . . . (110,670)    (29,230)
  Cumulative translation adjustment . . . . . . . . . . .  (13,161)    (16,282)

    Total stockholders' equity. . . . . . . . . . . . . .  306,773     377,077

                                                          $825,148    $866,329




The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these financial statements.



DATA GENERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



                                                            Nine Months Ended
                                                          June 25,    June 26,
in thousands                                                1994        1993


Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . .$(81,440)    $(23,240)
  Adjustments to reconcile net loss to
   net cash provided from (used by) operating activities:
    Depreciation. . . . . . . . . . . . . . . . . . . . .  57,298       60,672
    Amortization of capitalized software development costs 15,006       12,826
    Other non-cash items, net . . . . . . . . . . . . . .  23,744       27,255
    Change in operating assets and liabilities (net of
     effect from sale of facility in fiscal 1993 and sale
     of land in fiscal 1994). . . . . . . . . . . . . . .  30,004      (12,489)

    Net cash provided from operating activities . . . . .  44,612       65,024

Cash flows from investing activities:
  Expenditures for property, plant, and equipment . . . . (71,340)     (72,195)
  Net proceeds from (purchases of) marketable securities.  23,716      (15,788)
  Capitalized software development costs. . . . . . . . . (13,075)     (16,563)
  Net proceeds from (purchases of) non-operating assets .   4,839        1,883

  Net cash used by investing activities . . . . . . . . . (55,860)    (102,663)

Cash flows from financing activities:
  Cash provided from stock plans. . . . . . . . . . . . .   4,063        6,636
  Decrease in notes payable . . . . . . . . . . . . . . .      --       (1,195)
  Repayment of long-term debt . . . . . . . . . . . . . .  (1,234)          --

    Net cash provided from financing activities . . . . .   2,829        5,441

Effect of foreign currency rate fluctuations
  on cash and temporary cash investments. . . . . . . . .   1,265       (7,306)


Decrease in cash and temporary cash investments . . . . .  (7,154)     (39,504)
Cash and temporary cash investments - beginning of period 119,560      139,445

Cash and temporary cash investments - end of period . . .$112,406     $ 99,941

Supplemental disclosure of cash flow information:
  Interest paid . . . . . . . . . . . . . . . . . . . . .$ 11,498     $ 11,505
  Income taxes paid . . . . . . . . . . . . . . . . . . .$  2,138     $  2,279


Certain prior year amounts have been reclassified to conform to current year
presentation.

The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these financial statements.


DATA GENERAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 1.  Consolidated Balance Sheet Details



                                                          June 25,   Sept. 25,
in thousands                                                1994        1993

Inventories:
  Raw materials . . . . . . . . . . . . . . . . . . . . . $  9,389    $  6,665
  Work in process . . . . . . . . . . . . . . . . . . . .   39,178      27,778
  Finished systems. . . . . . . . . . . . . . . . . . . .   34,541      31,566
  Field engineering parts and components. . . . . . . . .   35,154      35,818

                                                          $118,262    $101,827

Property, plant, and equipment:
  Property, plant, and equipment. . . . . . . . . . . . . $673,454    $659,439
  Accumulated depreciation. . . . . . . . . . . . . . . . (494,105)   (481,888)

                                                          $179,349    $177,551



Note 2.  Restructuring

  Loss from operations for the nine months ended June 25, 1994,includes a  $35
million  provision for estimated expenses resulting from costs associated with
a worldwide workforce reduction and the writedown of net book value of  fixed
assets  resulting from the consolidation of certain activities in the European
marketplace. The provision relating to the  workforce  reduction  is
primarily for salary and benefit continuation and outplacement service.


Note 3.  Income Taxes

  In  the  first  quarter  of  fiscal  1994,  the company adopted Statement of
Financial Accounting Standards ("SFAS") 109, "Accounting  for  Income  Taxes".
SFAS  109  is an asset and liability approach that requires the recognition of
deferred tax assets and liabilities for the expected future  tax  consequences
of  events  that have been recognized in the company's financial statements or
tax returns.  In  estimating  future  tax  consequences,  SFAS  109  generally
considers  all  expected future events other than enactments of changes in the
tax law or rates.   Previously,  the  company  used  the  SFAS  96  asset  and
liability  approach  that  gave no recognition to future events other than the
recovery of assets and settlement of liabilities at  their  carrying  amounts.
The  implementation  of  SFAS 109 did not have a material effect on either the
company's consolidated financial  position  or  results  of  operations.   The
company  has a  valuation  allowance which offsets, in  all material respects,
gross deferred tax assets existing as of June 25, 1994.

Note 4.  Litigation

  In a previously reported action, in the U.S. District Court for the District
of Massachusetts, a jury, on January  28,  1993,  awarded  the  company  $52.3
million   in  damages  and  related  interest  from  Grumman  Systems  Support
Corporation  ("Grumman")  for  infringing   the   company's   copyrights   and
misappropriating  trade  secrets relating to the company's proprietary MV/ADEX
diagnostic software.   The  award  includes  approximately  $15.9  million  in
pre-judgment  interest.   On  May  13,  1993,  Grumman's  motion  for judgment
notwithstanding the verdict and/or for a new trial was rejected.  Grumman  has
appealed  and  on  December  8, 1993, the  appeal was  argued  to  the  United
States First Circuit Court of  Appeals.  The  appeal  remains  undecided.  The
company  will not  recognize the award in its financial statements until it is
received or assured.  The company has deferred legal costs incurred subsequent
to the  jury  verdict in  order to match  these  costs  with  the  award  when
recognized.

Note 5.  Basis of Presentation

  In the opinion of management, the accompanying unaudited  condensed  consol-
idated  financial statements reflect all adjustments, consisting of normal re-
curring accruals, considered necessary for a fair presentation.  The company's
accounting policies are described  in  the  Notes  to  Consolidated  Financial
Statements in the company's 1993 Annual Report.  The results of operations for
the quarter ended June 25, 1994, are not necessarily indicative of the results
for the entire fiscal year.





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