Exhibit 10 (b)

                              AMENDMENT NO. 4
                                  TO THE
                          INTERPHASE CORPORATION
                  AMENDED AND RESTATED STOCK OPTION PLAN


       Pursuant to Section 17 of  the Interphase Corporation Amended  and

  Restated Stock Option Plan (the "Plan"), the Plan is hereby amended  as

  follows:

       1.   Section 5  of the  Plan  is hereby  amended  to read  in  its

            entirety as follows:

            5.   SHARES SUBJECT  TO  PLAN.     The Board  may  not  grant
            options under  the Plan  for more  than 3,500,000  shares  of
            Common Stock of the Company, but this number may be  adjusted
            to reflect, if  deemed appropriate  by the  Board, any  stock
            dividend, stock split, share combination, recapitalization or
            the like, of or  by the Company.   Shares to be optioned  and
            sold  may  be  made  available  from  either  authorized  but
            unissued Common Stock or Common Stock held by the Company  in
            its treasury.  Shares that by reason of the expiration of  an
            option  or  otherwise  are  no  longer  subject  to  purchase
            pursuant to an option granted under the Plan may be reoffered
            under the Plan.


       IN WITNESS WHEREOF,  the undersigned has  executed this  Amendment

  effective as of the 19th day of January, 2000.



                                     INTERPHASE CORPORATION

                                     By:
                                        ----------------------------
                                        Gregory B. Kalush, President