1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC. 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  MAY 26,1996

                                       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 0-10558
                         ------------------------------

                               ALPHA MICROSYSTEMS
                               ------------------
             (Exact name of registrant as specified in its charter)


           CALIFORNIA                                 95-3108178
           ----------                                 ----------
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

                  2722 S. FAIRVIEW STREET, SANTA ANA, CA 92704
                  --------------------------------------------
                    (Address of principal executive offices)

     Registrant's telephone number, including area code:    (714) 957-8500
     ---------------------------------------------------------------------

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 shorter 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
                                   ------    -------

As of JULY 1, 1996, there were 10,738,117 shares of the registrant's Common
Stock outstanding.



                                      -1-


   2



                               ALPHA MICROSYSTEMS

                               TABLE OF CONTENTS





                                                                                        Page
                                                                                     
 PART I-- FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets
                  at May 26, 1996 (Unaudited) and
                  February 25, 1996                                                       3

                  Condensed Consolidated Statements of
                  Operations (Unaudited) for the Three
                  Months Ended May 26, 1996 and
                  May 28, 1995                                                            4

                  Condensed Consolidated Statements of Cash Flows
                  (Unaudited) for the Three Months Ended May 26, 1996
                  and May 28, 1995                                                        5

                  Notes to Condensed Consolidated
                  Financial Statements                                                    6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                          10


 PART II-- OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K                                       14



 SIGNATURES                                                                              15

 EXHIBIT INDEX                                                                           16






                                      -2-



   3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
                               ALPHA MICROSYSTEMS
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)



                                                   (Unaudited)
                                                     May 26,       February 25,
                                                      1996             1996
                                                   -----------     ------------
                                                                
 ASSETS
 Current assets:
  Cash and cash equivalents                          $  1,673        $    505
  Accounts receivable, net of allowance for
    doubtful accounts of $541 and $927 at May 1996                                              
    and February 1996, respectively                     4,300           5,241
  Inventories                                             854             943
  Notes receivable                                        107             159
  Prepaid expenses and other current assets               470             351
                                                     --------        --------
        Total current assets                            7,404           7,199
                                                     --------        --------
 Property and equipment at cost                        16,779          16,710
  Less accumulated depreciation and amortization       12,797          12,435
                                                     --------        --------
    Net property and equipment                          3,982           4,275
 Service contracts, net                                   650             793
 Software costs, net                                      632             535                       
 Goodwill, net                                            168             170
 Other assets, net                                        116              89
                                                     --------        --------
                                                     $ 12,952        $ 13,061
                                                     ========        ========
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
  Bank borrowings                                    $    500        $    500
  Accounts payable                                      1,539           1,694
  Deferred revenue                                      2,309           2,678
  Other accrued liabilities                               762             837
  Accrued salaries and wages                              248             476                              
  Current portion of long-term debt                       138             192
                                                     --------        --------
      Total current liabilities                         5,496           6,377

 Long-term debt                                           197             201
 Commitments and contingencies
 Shareholders' equity                                                       
  Preferred stock, no par value; 5,000,000
      shares authorized; none issued                       --              --
  Common stock, no par value; 20,000,000 shares
      authorized; 6,929,523 and 6,595,453 shares
      issued and outstanding at May 26, 1996 and                                          
      February 25, 1996                                22,412          21,242
  Accumulated deficit                                 (15,038)        (14,694)
  Unamortized restricted stock plan expense               (18)            (18)
  Foreign currency translation adjustment                 (97)            (47)
                                                     --------        --------
        Total shareholders' equity                      7,259           6,483
                                                     --------        --------
                                                     $ 12,952        $ 13,061
                                                     ========        ========


                            See accompanying notes.





                                      -3-
   4
                               ALPHA MICROSYSTEMS
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)



                                                                    Three Months Ended
                                                              ------------------------------
                                                               May 26,              May 28,
                                                                1996                 1995
                                                              --------            ----------
                                                                            
  Net sales:                                                                                             
   Product                                                    $ 2,798             $  3,919
   Service                                                      4,278                4,626
                                                              -------             --------
     Total net sales                                            7,076                8,545
                                                              -------             --------
  Cost of sales:
   Product                                                      1,495                2,380
   Service                                                      3,234                3,088
                                                              -------             --------
     Total cost of sales                                        4,729                5,468
                                                              -------             --------

  Gross margin                                                  2,347                3,077

   Selling, general and administrative expense                  2,199                2,751 
   Research and development expense                               557                  531
                                                              -------             --------
     Total operating expenses                                   2,756                3,282
                                                              -------             --------             

   Loss from operations                                          (409)                (205)

   Interest income                                                 (4)                 (29)
   Interest expense                                                16                    4
   Other income, net                                              (75)                (216)
   Foreign exchange gain                                           (7)                 (15)
                                                              -------             --------
     Total other income                                           (70)                (256)
                                                              -------             --------

 Income (loss) before taxes                                      (339)                  51
 (Benefit) provision for income taxes                               5                   --
                                                              -------             --------
 Net income (loss)                                            $  (344)            $     51
                                                              =======             ========

 Net income (loss) per share                                  $ (0.05)            $   0.01
                                                              =======             ========

 Number of shares used in the
     computation of per share amounts                           6,869                6,579
                                                              =======             ========






                            See accompanying notes.





                                      -4-
   5
                               ALPHA MICROSYSTEMS
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (IN THOUSANDS)




                                                                         Three Months Ended
                                                                    ----------------------------
                                                                    May 26,             May 28,
                                                                      1996                1995
                                                                    -------             -------
                                                                                    
 Cash flows from operating activities:
     Net income (loss)                                               $ (344)            $   51
     Adjustments to reconcile net income (loss)
         to net cash provided by operating activities:
             Gain on sale of fixed assets                                (4)              (211)
             Depreciation and amortization                              574                509                   
             Provision for losses on accounts receivable                 33                  2
             Inventory provision                                          2                 45
             Other changes in operating assets and liabilities:
                 Accounts receivable                                    843                332
                 Inventories                                             87                132
                 Prepaid expenses and current assets                    (67)                 8
                 Accounts payable and other
                     accrued liabilities                               (231)               (71)
                 Accrued salaries and wages                            (229)              (362)
                 Deferred revenue                                      (369)               174
                 Other, net                                               2                 30
                     Net cash provided by
                                                                     ------             ------
                        operating activities                            297                639
                                                                     ------             ------
 Cash flows from investing activities:
     Proceeds from sale of fixed assets                                   9                200
     Purchases of equipment                                            (109)              (644)
     Capitalization of software costs                                  (134)              (327)
     Other, net                                                          --                  6
                                                                     ------             ------
         Net cash used in investing activities                         (234)              (765)
                                                                     ------             ------
 Cash flows from financing activities:
     Issuance of stock                                                1,101                 --
     Stock options exercised                                             69                 --
     Principal debt repayments                                          (51)              (113)
                                                                     ------             ------
         Net cash provided by financing activities                    1,119               (113)
                                                                     ------             ------
 Effect of exchange rate changes on cash                                (14)                33
                                                                     ------             ------
 Increase (decrease) in cash and cash equivalents                     1,168               (206)

 Cash and cash equivalents at beginning of period                       505              3,289
                                                                     ------             ------
 Cash and cash equivalents at end of period                          $1,673             $3,083
                                                                     ======             ======


                             See accompanying notes





                                      -5-
   6

                               ALPHA MICROSYSTEMS

                               INTRODUCTORY NOTE

         This Quarterly Report on Form 10-Q contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and the
Company intends that such forward-looking statements be subject to the safe
harbors created thereby. These forward-looking statements include (i) the
ability of the Company to continue to meet its financial obligations and the
continued availability of financing, (ii) the market acceptance of the
Company's hardware and software products and services, including the recently
announced AlphaCONNECT(TM), (iii) the continued development of the Company's
technical, manufacturing, sales, marketing and management capabilities, and
(iv) anticipated competition.

         Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions, all
of which are difficult or impossible to predict accurately and many of which
are beyond the control of the Company. In addition, the business and operations
of the Company are subject to substantial risks which increase the uncertainty
inherent in the forward-looking statements. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a representation by the
Company, or any other person, that the objectives or plans of the Company will
be achieved.




              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.       INTERIM ACCOUNTING POLICY

         In the opinion of management of Alpha Microsystems (the "Company" or
"Alpha Micro"), the accompanying unaudited condensed consolidated financial
statements contain all adjustments necessary to fairly present the consolidated
financial position of the Company at May 26, 1996, and the consolidated results
of operations and cash flows for the quarters ended May 26, 1996 and May 28,
1995. These condensed consolidated financial statements do not include all
disclosures presented annually under generally accepted accounting principles
and, therefore, they should be read in conjunction with the Company's annual
report on Form 10-K for the year ended February 25, 1996.

         The results of operations for the quarter ended May 26, 1996 are not
necessarily indicative of the results to be expected for the full fiscal year.

REVENUE RECOGNITION

         The Company recognizes revenue on its hardware and software sales on
delivery, and recognizes revenue on its service sales and post contract
customer support on a straight line basis over the contract period.  When
significant obligations remain after a software product has been delivered,
revenue is not recognized until obligations have been completed or are no
longer significant. The costs of any insignificant obligations are accrued when
the related revenue is recognized. Revenue is recognized only when collection
of the resulting receivable is probable.





                                      -6-
   7
PER SHARE INFORMATION

         Per share information is based upon the weighted average common shares
outstanding during the quarter ended May 26, 1996, and the weighted average
common and common equivalent shares outstanding during the quarter ended May
28, 1995.

TRANSLATION OF FOREIGN CURRENCIES

         The Company's foreign entities use the local currency as the
functional currency. The Company translates all foreign entity assets and
liabilities at quarter-end exchange rates, all income and expense accounts at
average rates, and records adjustments resulting from translation in a separate
component of shareholders' equity.


2.       INVENTORIES

         Inventories are stated at the lower of cost (first-in, first-out
method) or market. Inventories, net of reserves for excess and obsolete
inventories of $1,638,000 and $1,726,000 at May 26, 1996, and February 25,
1996, respectively, comprise the following:




                                           (IN THOUSANDS)
                           ------------------------------------------------
                           MAY 26, 1996                   FEBRUARY 25, 1996
                            (UNAUDITED)                       (AUDITED)
                           ------------                   -----------------
                                                          
 Raw materials              $    114                            $    116
 Work in process                   6                                  --
 Finished goods                  734                                 827
                            --------                            --------
                            $    854                            $    943
                            ========                            ========


3.       DEBT

         The Company's bank has agreed to amend the Company's existing
agreement for a revolving line of credit to extend the expiration date of the
agreement from July 9, 1996 to October 9, 1996, and to modify other
covenants, including the quarterly loss covenant.   Pursuant to the terms of
the amendment, the Company has a revolving line of credit up to a maximum limit
of $2,000,000, based upon 50 percent of the eligible accounts receivable and 
under which letters of credit and the foreign exchange portion shall not exceed 
in the aggregate at any one time $500,000.  Borrowings under the line of credit
bear interest of prime plus two and one half percent (2.5%).

         The line of credit is secured by substantially all of the Company's
assets. Its availability is subject to financial covenants requiring that the
Company maintain a quick ratio not less than 1.0 to 1, a tangible net worth not
less than $4,700,000, and a ratio of total liabilities to tangible net worth no
more than 1.25 to 1. The bank has agreed to amend the line of credit to include 
covenants that require the Company's net losses for the first  quarter
in the current fiscal year must not exceed $350,000, and the net losses for the 
second quarter of the current fiscal year must not exceed $400,000.  At May 26, 
1996, the Company had $500,000 of outstanding bank borrowings.

         On January 24, 1996, the Company's United Kingdom subsidiary received a
250,000 pounds sterling credit facility from a bank, subject to certain
conditions including the United Kingdom subsidiary maintain minimum levels of
tangible net worth and other financial covenants. The





                                      -7-
   8
borrowings under this facility bear interest at 2.25 percent per annum over the 
bank's base rate. As of May 26, 1996, the Company had no borrowings against its
United Kingdom credit facility.


4.       NOTE RECEIVABLE

         In April 1995, as part of the consideration for selling the Belgian
subsidiary to a member of local management, the Company received a note for
15,000,000 Belgian francs, payable over a two year period from the date of the
note.


5.       COMMON STOCK

         Concurrent with the filing of  Form 10-K for the fiscal year ended
February 25, 1996, the Company filed a Registration Statement to register
4,442,069 shares of Common Stock issuable upon the exercise of warrants issued
by the Company, of which 4,082,069 were issued in connection with its November
29, 1993 Shareholder Rights Offering and subsequent Public Offering, and the
remainder were issued in consideration of services rendered to the Company.
The Company's Redeemable Public Warrants were traded on the Nasdaq National
Market under the symbol "ALMIW."

         The Company redeemed its Redeemable Public Warrants on June 17, 1996
pursuant to its notice of redemption issued on May 14, 1996.  Prior to the
redemption date,  approximately 3,411,000 or 98.5 percent of the outstanding
Redeemable Public Warrants were exercised, resulting in gross proceeds to the
Company of approximately $8,528,000.  Certain other Warrants were also
exercised during the period, resulting in the additional issuance of
approximately 691,000 shares, and approximately $1,569,000 of additional gross
proceeds.  Total shares issued from the exercise of all warrants were 4,102,000
(including 50,000 shares redeemed by the Company's bank), resulting in total
gross proceeds of approximately $10,097,000. Gross proceeds received from the
exercise of warrants through the end of May 26, 1996, amounted to approximately
$1,101,000.

         The Redeemable Public Warrants traded on Nasdaq National Market under
the symbol "ALMIW" ceased trading at the close of the market on June 17, 1996.


7.       TAXES

         The Company is currently evaluating the effect from the redemption of
warrants on the change in the Company's ownership and therefore on the
potential utilization of the federal and state net operating loss
carryforwards.  Section 382 of the Internal Revenue Code restricts the
utilization of net loss carryforwards if the ownership change is greater than
50 percent during any three year period.  The Company had federal net operating 
loss carryforwards totaling approximately $17,500,000 at February 25, 1996.


8.       GOODWILL AND INTANGIBLES

         Management routinely evaluates events or conditions that might
diminish the fair market value of intangible assets. Intangible assets include
acquired service contracts, capitalized computer software costs and goodwill.
The book value of goodwill and acquired service contracts is associated with
the acquisition of companies or assets. Software cost is the accumulation of
capitalized development costs or the assigned value of software associated with
an acquisition.





                                      -8-
   9
9.       CONTINGENCIES

LITIGATION

        The Company's current involvement with litigation is as follows:

        Carlos Garralda and Andre Warnier, employees of the Company's former
subsidiary, Alpha Microsystems Belgium, S.A. ("AMB"), filed an action in
November 1995 against AMB and the Company in Orange County Superior Court
alleging that AMB is in breach of its obligations under Belgium employment law
to pay salaries for a notice period of up to two years following termination of
employment. The Plaintiffs allege, among other things, that the Company has
alter ego liability for these obligations. The plaintiffs are claiming
compensatory damages in excess of $780,000 and unspecified punitive damages.
The Court has temporarily stayed this lawsuit until July 18, 1996 in order to
await the outcome of virtually identical litigation instituted by the
plaintiffs against AMB in Belgium. Although no assurances as to the outcome of
the litigation can be given, management believes that its defenses to the
litigation are meritorious.

        In December 1995, Phoenix Marketing, Inc. dba Electronic Business 
Systems, Inc., in response to the Company's collection efforts for a past due 
account, filed an amended cross-complaint alleging damages of $3,200,000 for 
defective merchandise, loss of business reputation and loss of future business. 
Although no assurances as to the outcome of the litigation can be given, 
management believes that the plaintiff's claims are without merit. Trial is 
presently set for November 1996.

        The Company is currently involved in certain other claims and
litigation. The Company does not consider any of these other claims or
litigation to be material. Management has made provisions in the Company's
financial statements for the settlement of lawsuits for which unfavorable
outcomes are both probable and estimable. In the opinion of management, results
of known existing claims and litigation will not have a material adverse effect
on the Company's consolidated financial position, results of operations or cash
flows.





                                      -9-
   10
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

SUMMARY 

        The following table was derived from the Condensed Consolidated 
Statements of Operations as a percentage of net sales for the quarters ended 
May 26, 1996 and May 28, 1995:



                                                             RELATIONSHIP TO NET SALES
                                                            --------------------------
                                                                THREE MONTHS ENDED
                                                            --------------------------
                                                            MAY 26,             MAY 28,
                                                             1996                1995
                                                            -------             ------
                                                                         
 Net sales                                                   100.0 %            100.0 %
 Cost of sales                                                66.8               64.0
                                                             -----              -----
 Gross margin                                                 33.2               36.0

 Selling, general and administrative expense                  31.1               32.2

 Research and development expense                              7.9                6.2
 Interest income                                                --               (0.3)
 Interest expense                                              0.2                 --
 Other income, net                                            (1.1)              (2.5)
 Foreign exchange gain                                        (0.1)              (0.2)
                                                             -----              -----
 Income (loss) from operations before taxes                   (4.8)               0.6

 Provision for income taxes                                    0.1                 --
                                                             -----              -----
 Net income (loss)                                            (4.9)%              0.6 %
                                                             =====              =====




GENERAL

         On April 3, 1996, the Company released its new Internet and Intranet
software, AlphaCONNECT.  AlphaCONNECT is a software and communications tool for
selectively mining and harvesting data from Internet sites and legacy
applications running on corporate Intranets.  Harvested data can be used to
create dynamic self-updating updating Web pages, or converted and delivered to
popular applications that run under Microsoft Windows, Windows 95 or Windows
NT.  AlphaCONNECT Messenger, an add-on E-Mail software system for use with 
AlphaCONNECT, was introduced on May 15, 1996.

         The Company intends to significantly expand its sales and marketing
resources for Internet and Intranet products.   While it is unlikely that
revenues for these products will increase sufficiently to offset the additional
investment in the short-term, management believes that these products will
enhance the long-term outlook of the Company.

         The Company had a net loss of $344,000, or $0.05 per share, during the
first quarter ended May 26, 1996, compared to a net profit of $51,000, or $0.01
per share, during the same period in the prior fiscal year.  The results of the 
two periods differed primarily due to a $211,000 gain associated with the sale 
of the Pick operating system product line in the first quarter of the prior 
fiscal year, and a reduction in both product and service revenues in the first 
quarter of the current fiscal year.





                                      -10-
   11
RESULTS OF OPERATIONS

         Three Months Ended May 26, 1996 and May 28, 1995

         Net sales decreased $1,469,000, or 17.2 percent, to $7,076,000 for the
quarter ended May 26, 1996 from $8,545,000 for the quarter ended May 28, 1995.

         Total product revenues declined $1,121,000, or 28.6 percent, to
approximately $2,798,000 from approximately $3,919,000 for the comparable
period.  The decrease in product sales was primarily in the domestic market.
Sales of the Company's traditional products declined $1,272,000 due to lower
demand and the absence of revenues from the PICK and VSO products. PICK and VSO
revenues had accounted for approximately $200,000 in the quarter  ended May 28,
1995.  In addition, approximately $102,000 of the decline in product revenues
was due to a decline in hardware revenues from the Company's subsidiary,
AlphaHealthCare.

         Total service revenue declined $348,000, or 7.5 percent, to $4,278,000
in the quarter just ended from $4,626,000 for the same period in the prior year.
The decrease was attributable to a reduction in service revenue from
acquisitions made during the prior years and from traditional Alpha Micro
Operating System ("AMOS") based service contracts. The Company has expanded its
base of support services, including field maintenance and networking, and
intends to invest additional resources in this area.  In addition, the Company
is expanding its domestic service sales and marketing efforts to capitalize on
its current base and further expand revenues from the open systems generation 
market.

         Total gross margin for the Company for the quarter ended May 26, 1996,
decreased to 33.2 percent compared to 36.0 percent during the same period last
year. Product gross margin for the quarter ended May 26, 1996, increased to 46.6
percent compared to 39.3 percent during the same period in the prior year.  The
increase in product gross margin was primarily due to a relatively greater
proportion of higher margin AMOS products sold both in the domestic and European
markets.  In addition, the move to a smaller corporate headquarters where most
of the manufacturing is housed, a reduction in headcount in the manufacturing
area, and a continued effort to control cost, also contributed to the
improvement in product gross margin.

         Service business gross margin declined to 24.4 percent during the
quarter ended May 26, 1996, from 33.2 percent during the same period in the
prior year. The decline was primarily due to reductions in cost of goods sold,
primarily labor costs, not fully offsetting the revenue decline.  However,
reduced selling, general and administrative expenses assisted in partially
offsetting the overall impact of the services revenue decline.

         Selling, general and administrative expenses decreased $552,000 to
$2,199,000 for the quarter ended May 26, 1996, compared to $2,751,000 in the
quarter ended May 28, 1995.  Approximately $712,000 of the reduction in
selling, general and administrative expenses was attributable to reduction in
headcount and a more vigilant approach to expense control in areas relating to
the traditional business.  This was partially offset by increases in the
Company's investment in resources for the Internet and Intranet markets.

         Research and development expenses incurred for the quarter ended May
26, 1996, increased by $26,000 to $557,000 from $531,000 during the same period
in the prior fiscal year.  Research and development expenses as a percentage of
product sales increased to 19.9 percent in the quarter just ended from 13.5
percent during the comparable period in the prior fiscal year.

         The results of the operations for the quarter ended May 28, 1995
included a one-time gain of $211,000 related to the sale of the Pick product
line that was reported in other income.





                                      -11-
   12
         The Company reported a net loss of $344,000 for the quarter just ended
compared to net income of $51,000 for the quarter ended May 28, 1995 for the
above-mentioned reasons, adjusted by immaterial differences in the foreign
exchange gain and the tax provision.


LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided from financing activities for the quarter ended May
26, 1996 was $1,119,000 as compared to $113,000 net cash used in financing
activities for the same period in the prior fiscal year. Approximately
$1,170,000 of the cash provided from financing activities was due to the
proceeds from redemption of warrants through May 26, 1996. (See Note 5 to the
Consolidated Financial Statements)

         During the three months ended May 26, 1996, the Company's working
capital increased $1,086,000 to $1,908,000 from $822,000 at February 25, 1996.
Net cash and cash equivalents increased during the quarter ended May 25, 1996
by $1,168,000 to $1,673,000, primarily due to the redemption of warrants.  Net
cash provided by operating activities for the quarter ended May 26, 1996 was
$297,000 compared to $639,000 for the same period in the previous fiscal year.

         Net accounts receivable decreased approximately $941,000 to $4,300,000
at May 26, 1996 from $5,241,000 at February 25, 1996.  The decline in accounts
receivable was mainly due to revenue decline and improved collections in
Europe.  Inventories decreased to $854,000 at May 26, 1996, from $943,000 at
February 25, 1996, due to management's continued efforts to control inventory.

         The Company's bank has agreed to amend the Company's existing agreement
for a revolving line of credit to extend the expiration date of the agreement
from July 9, 1996 to October 9, 1996, and to modify other covenants, including
the quarterly loss covenant.   Pursuant to the terms of the amendment, the
Company has a revolving line of credit up to a maximum limit of $2,000,000,
based upon 50 percent of the eligible accounts receivable and under which
letters of credit and the foreign exchange portion shall not exceed in the
aggregate at any one time $500,000.  Borrowings under the line of credit bear
interest of prime plus two and one half percent (2.5%).

         The line of credit is secured by substantially all of the Company's
assets. Its availability is subject to financial covenants requiring that the
Company maintain a quick ratio of not less than 1.0 to 1, a tangible net worth
of not less than $4,700,000, and a ratio of total liabilities to tangible net
worth of no more than 1.25 to 1. The bank has agreed to amend the line of
credit to include covenants that require the Company's net losses for the first
quarter in the current fiscal year must not exceed $350,000, and the net losses
for the second quarter of the current fiscal year must not exceed $400,000.  At
May 26, 1996, the Company had $500,000 of outstanding bank borrowings.

         On January 24, 1996, the Company's United Kingdom subsidiary received a
250,000 pounds sterling credit facility from a bank, subject to certain
conditions including that the United Kingdom subsidiary maintain minimum levels 
of tangible net worth and other financial covenants. The borrowings under this
facility bear interest at 2.25% per annum over the bank's base rate.  As of May
26, 1996, the Company had no borrowings against  its United Kingdom credit
facility.

         The Company redeemed its Redeemable Public Warrants on June 17, 1996,
pursuant to its notice of redemption issued on May 14, 1996.  Prior to the
redemption date,  approximately 3,411,000 or 98.5 percent of the outstanding
Redeemable Public Warrants were exercised, resulting in gross proceeds to the
Company of approximately $8,528,000.  Certain other warrants were also
exercised during the period, resulting in the additional issuance of
approximately 691,000 shares and approximately $1,569,000 of additional gross
proceeds.  Total shares issued from the exercise of all





                                      -12-
   13
warrants were approximately 4,102,000 (including 50,000 shares redeemed by the
Company's bank), resulting in total gross proceeds of approximately
$10,097,000.

         The Company believes that its current cash position, augmented by
operating activities, will provide it with sufficient resources to finance its
working capital requirements for the remainder of the fiscal year. The Company's
future capital requirements depend on a variety of factors, including, but not
limited to, the rate of decline in the traditional business; the success, 
timing and amount of investment required to penetrate the Internet/Intranet 
markets, and service revenue growth or decline.





                                      -13-
   14
         PART II.  OTHER INFORMATION

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

                 (a)      See Exhibit Index.

                 (b)      No Form 8-K was filed during the first quarter ended
                          May 26, 1996.





                                      -14-
   15
                                   SIGNATURES


         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.




                                                  ALPHA MICROSYSTEMS
                                                  (Registrant)

Date: July 9, 1996                                By: /s/  Douglas J. Tullio
                                                     -------------------------
                                                     President and
                                                     Chief Executive Officer

Date: July 9, 1996                                By: /s/  Michael J. Lowell 
                                                     --------------------------
                                                     Vice President and
                                                     Chief Financial Officer





                                      -15-
   16
                                 EXHIBIT INDEX



                                                                   Sequentially
                                                                   Numbered
         Number           Description of Documents                 Page
         ------           ------------------------                 ----
                       
           27              Financial Data Schedule






                                      -16-