Ast Research Inc/DE · S-3 · On 6/11/96

Filed On 6/11/96   ·   SEC File 333-05727   ·   Accession Number 725182-96-27

Registration Statement for Securities Offered Pursuant to a Transaction   ·   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         30±   177K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion re: Legality                                   2±     9K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

S-3   ·   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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As Filed With the Securities and Exchange Commission on June 7, 1996            
              Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

FORM S-3                
REGISTRATION STATEMENT                
UNDER                 
THE SECURITIES ACT OF 1933                

AST RESEARCH, INC.                
(Exact name of registrant as specified in its charter)                

Delaware                              95-3525565            
(State or other jurisdiction of       (I.R.S. Employer Identification No.)      
incorporation or organization)                                                

16215 Alton Parkway, Irvine, California 92718                 
(714) 727-4141                
(Address, including zip code, and telephone number, including area code, of     
registrant's principal executive offices)                                     

Ian W. Diery, President and Chief Executive Officer                 
AST Research, Inc.                
16215 Alton Parkway                 
Irvine, California 92718                
(714) 727-4141                
(Name, address, including zip code, and telephone number, including area code,  
of agent for service)                                                         
Copy to:                
Nick E. Yocca, Esq.                 
Stradling, Yocca, Carlson & Rauth, a Professional Corporation                   
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660           

      Approximate date of commencement of proposed sale to public:  From time to
time on or after the later of July 11, 1996 or the effective date of this       
Registration Statement.                                                         

  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

    If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box.  [X]                      

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]                                             

                                     CALCULATION OF REGISTRATION FEE

                                                        · Enlarge/Download Table

==================================================================================================================================
                                             Proposed maximum offering     Proposed maximum aggregate                             
    Title of securities       Amount to be       price per share (1)            offering price (1)         Amount of registration 
      to be registered         registered                                                                          fee            
==================================================================================================================================
                                                                                                                                  
 Common Stock,                 3,840,000                                                                                          
 Par Value $.01                 shares                $7.8125                      $30,000,000                  $10,344.83        
 =================================================================================================================================

(1)   The offering price is estimated solely for the purpose of calculating the 
     registration fee in accordance with Rule 457(c), using the average of the
     high and low prices reported by the Nasdaq National Market for the Common
Stock on June 3, 1996, which was $7-13/16 per share.                

    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

Information contained herein is subject to completion or amendment.  A
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission.  These securities may not be sold nor may   
offers to buy be accepted prior to the time the registration statement becomes  
effective.  This prospectus shall not constitute an offer to sell or the        
solicitation of an offer to buy nor shall there be any sale of these securities 
in any State in which such offer, solicitation or sale would be unlawful prior  
to registration or qualification under the securities laws of any such State.   

AST RESEARCH, INC.              

3,840,000 SHARES OF COMMON STOCK              
________________________________              

      This Prospectus relates to the offer and sale of up to 3,840,000 shares of
Common Stock, $.01 par value per share (the "Common Stock"), of AST Research,   
Inc. (the "Company"), which may be offered hereby from time to time by Tandy    
Corporation, a Delaware corporation ("Tandy" or "Selling Stockholder") for its  
own benefit.  See "Selling Stockholder."  The Company will not receive any part 
of the proceeds from the sale of Common Stock made hereunder.  See "Use of      
Proceeds."  None of the shares offered pursuant to this Prospectus have been    
registered prior to filing the Registration Statement of which this Prospectus  
is a part.                                                                      

    The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "ASTA."  The average of the high and low prices of the Common Stock  
on June 3, 1996, as reported by Nasdaq, was $7-13/16.                           

  All or a portion of the Common Stock offered by this Prospectus may be
offered for sale by the Selling Stockholder, from time to time, on the Nasdaq   
National Market or on one or more exchanges, or otherwise, at prices and terms  
then obtainable, or in negotiated transactions at negotiated prices.  The       
distribution of these securities may be effected in one or more transactions    
that may take place individually or in combination, including, among others,    
ordinary brokerage transactions (which may involve crosses or block             
transactions), or privately negotiated transactions, directly to purchasers or  
through underwriters, brokers or dealers, or through sales to one or more       
underwriters or dealers for resale of such securities as principals, at market  
prices prevailing at the time of sale, at prices related to such prevailing     
market prices or at negotiated prices.  The Selling Stockholder also may        
concurrently sell shares pursuant to Rule 144.  Usual and customary or          
specifically negotiated brokerage fees or commissions may be paid by the Selling
Stockholder.  See "Plan of Distribution."                                       

   The Selling Stockholder and intermediaries through whom such securities
are sold may be deemed "underwriters" within the meaning of the Securities Act  
of 1933, as amended (the "Securities Act"), in which event profits, discounts or
commissions received by such persons may be deemed to be underwriting           
commissions under the Securities Act.                                           

     All expenses of the registration of securities covered by this Prospectus
are to be borne by the Company, except that the Selling Stockholder will pay any
applicable underwriters' commissions, fees, discounts or concessions or any     
other compensation due any underwriter, broker or dealer and expenses or        
transfer taxes.  The total of the expenses of issuance and distribution to be   
borne by the Company is estimated to be approximately $54,000.                  

SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN 
FACTORS THAT SHOULD BE CONSIDERED BY THE PROSPECTIVE INVESTORS.                 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE               
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION               
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.              
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.               

The date of this Prospectus is June 7, 1996.              

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY        
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR  
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AND HAVE NOT  
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER OR ANY UNDERWRITERS,  
BROKERS OR AGENTS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A  
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE           
SECURITIES, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH  
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.  NEITHER THE DELIVERY OF THIS  
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN  
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME     
SUBSEQUENT TO THE DATE HEREOF.                                                  

AVAILABLE INFORMATION                 

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files     
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and other        
information can be inspected and copied at the public reference facilities      
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,        
Washington, D.C. 20549, and at the Commission's regional offices at 500 West    
Madison Street, Chicago, Illinois 60606 and 7 World Trade Center, New York, New 
York 10048.  Copies of such material can also be obtained at prescribed rates   
from the Public Reference Section of the Commission at its principal office at  
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.  The Common    
Stock of the Company is traded on the Nasdaq National Market.  Reports, proxy   
statements and other information concerning the Company may be inspected at the 
offices of the National Association of Securities Dealers, Inc. at 1735 K       
Street, N.W., Washington, D.C. 20006.                                           

  This Prospectus constitutes part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under   
the Securities Act with respect to the Common Stock being offered by this       
Prospectus.  This Prospectus does not contain all of the information set forth  
in the Registration Statement, certain portions of which have not been set forth
herein as permitted by the rules and regulations of the Commission.  For further
information with respect to the Company and the securities offered hereby,      
reference is made to the Registration Statement, including the documents        
incorporated by reference therein or the exhibits filed as a part thereof,      
copies of which can be inspected at, or obtained at prescribed rates from, the  
Public Reference Section of the Commission at the address set forth above.      
Updating information with respect to the Company will be incorporated into the  
Prospectus or the Registration Statement by reference to filings by the Company 
with the Commission pursuant to the Exchange Act.  The Company may also in some 
cases file with the Commission amendments of, or supplements to, this Prospectus
or the Registration Statement.                                                  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                 

The documents listed below have been filed by the Company with the    
Commission under the Exchange Act and are incorporated by reference herein:     

     a.   The Company's Annual Report on Form 10-K for the fiscal year
        ended July 1, 1995, filed with the Commission on September 29, 1995.

          b.   The Company's Quarterly Report on Form 10-Q for the quarter ended
       September 30, 1995, filed with the Commission on November 14, 1995.

       c.   The Company's Proxy Statement mailed to the Stockholders on or
      about December 11, 1995, filed with the Commission on December 11,
1995.                                                       

        d.   The Company's Transition Report on Form 10-K for the transition
 period from July 2, 1995 to December 30, 1995, filed with the
Commission on March 28, 1996.                               

          e.   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1996, filed with the Commission on May 14, 1996.  

       f.   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the 
      Commissioner under the Exchange Act on August 14, 1989 (Commission
  File No. 0-13941), including the Certificate of Designation of
        Preferred Stock and Rights Certificate and Summary of Terms filed as
       Exhibit 1 to such Form 8-A; as modified by the Amended and Restated
     Rights Agreement dated January 28, 1994 (the "Rights Agreement"),
     filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q for the
quarter ended January 1, 1994, filed with the Commission on 
      February 15, 1994; and as further modified by the Amendment of the
      Rights Agreement dated March 1, 1995, filed with the Commission on
          March 3, 1995 as Exhibit 4.1.1 of the Company's Current Report on Form
8-K.                                                        

 g.   The Company's Current Reports on Form 8-K filed with the
Commission on (i) August 7, 1995; (ii) September 6, 1995;   
        (iii) September 18, 1995; (iv) September 21, 1995; (v) September 25,
1995; (vi) November 6, 1995; (vii) November 8, 1995;        
     (viii) November 22, 1995; (ix) December 22, 1995; (x) February 1,
1996; and (xi) May 24, 1996.                                

  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus, and    
prior to the filing of a post-effective amendment which indicates that all      
securities offered have been sold or which deregisters all securities then      
remaining unsold, shall be deemed to be incorporated by reference in this       
Prospectus and to be part hereof from the date of filing such documents.        

Any statement contained in a document incorporated or deemed to be    
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be     
incorporated by reference herein, modifies or supersedes such statement.  Any   
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute a part of this Prospectus.                         

 The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written  
or oral request of such person, a copy of any and all of the information that   
has been or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into  
the information in such documents that this Prospectus incorporates).  Such     
requests should be directed to Investor Relations, AST Research, Inc., 16215    
Alton Parkway, Irvine, California  92718, telephone number (714) 727-7781.      

RISK FACTORS                

The following factors, including, but not limited to, all information,
cautions and risk factors in the Registration Statement of which this Prospectus
is a part, in the information incorporated therein by reference, or in the      
Company's future filings with the Commission pursuant to the Exchange Act,      
should be considered carefully in evaluating the Company and its business before
making an investment in the Common Stock offered hereby, together with all of   
the other information set forth in or incorporated by reference into this       
Prospectus.                                                                     

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS    

     This Prospectus contains or incorporates certain forward-looking statements
that are based on current expectations.  In light of the important factors that 
can materially affect results, including those set forth under the heading "Risk
Factors" and elsewhere in this Prospectus or incorporated herein, the inclusion 
of forward-looking information herein 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.  The Company may encounter competitive, technological,        
financial and business challenges making it more difficult than expected to     
develop, market, manufacture and ship new products on a timely basis;           
competitive conditions within the personal computer industry may change         
adversely; demand for the Company's products may weaken; the market may not     
accept the Company's new products; the Company may be unable to retain existing 
key management personnel; inventory risks may rise due to shifts in market      
demand; the Company's forecasts may not accurately anticipate market demand; and
there may be other material adverse changes in the Company's operations or      
business.  Certain important factors affecting the forward-looking statements   
made herein include, but are not limited to, uncertainty associated with the    
Company's (i) timely identifying, designing, and delivering new products as well
as enhancing existing products, (ii) implementing current restructuring plans,  
(iii) defending positions with the IRS and in legal proceedings, (iv) accurately
forecasting capital expenditures, and (v) obtaining sources of external         
financing prior to the expiration of existing support arrangements entered into 
with Samsung Electronics Co. Ltd. ("Samsung").  Assumptions relating to         
budgeting, marketing, advertising, product development and other management     
decisions are subjective in many respects and thus susceptible to               
interpretations and periodic revisions based on actual experience and business  
developments, the impact of which may cause the Company to alter its marketing, 
capital expenditure or other forecasts, which may in turn materially affect the 
Company's financial position and results of operations.                         

 Future operating results also may be materially impacted by a number of
factors that could cause actual results to differ materially from those stated  
herein, which reflect management's current expectations.  These factors include 
worldwide economic and political conditions, industry specific factors, the     
Company's ability to maintain access to external financing sources and its      
financial liquidity, the Company's ability to timely develop and produce        
commercially viable products at competitive prices, the availability and cost of
components, the Company's ability to manage expense levels, the continued       
financial strength of the Company's dealers and distributors, and the Company's 
ability to accurately anticipate customer demand.                               

COMPETITION                                                                     

   The personal computer industry is highly competitive and characterized by
dynamic customer demand patterns, the rapid introduction of new products,       
technological advances, product obsolescence and a large number of competitors  
in both the manufacturing and retail levels, resulting in an extremely          
competitive pricing environment with downward pressure on gross margins.  The   
Company has recently encountered excess inventory in the Company's distribution 
channels, overall lower demand for personal computers and greater pricing       
pressures than originally anticipated.  There can be no assurance that these    
trends will not continue and will not materially adversely impact the Company's 
net sales and profitability.                                                    

  The Company's ability to compete is largely dependent upon its financial
strength and its ability to adequately fund its operations.  Many of the        
Company's competitors are significantly larger and have significantly greater   
financial resources than the Company.  The Company's sources of financing       
include cash on hand, cash provided by operations, available borrowings under   
its revolving credit facilities and possible future public or private debt      
and/or equity offerings.  The Company's future success is highly dependent upon 
its continued access to sources of financing which it believes are necessary for
the continued growth of the Company.  The Company currently has a $200 million  
revolving credit facility guaranteed by Samsung.  However, in the event the     
Company is unable to maintain access to its existing financing sources, there   
would be a material adverse effect on the Company's business operations.        

  The ongoing introduction of new technologies across all of the Company's
product lines is intended to enable the Company to keep pace with rapid market  
changes and to minimize the effect of continued competitive pricing.  However,  
there can be no assurance that the Company will have the financial resources,   
marketing and distribution capability, or the technological knowledge to compete
successfully.  In addition, the Company's results of operations could be        
materially adversely impacted if it is unable to implement effectively its      
technological and marketing alliances with other companies, such as Microsoft   
and Intel, and to manage the competitive risks associated with these            
relationships.                                                                  

COMPONENT AVAILABILITY                                                          

Increases in demand for personal computers have created industry wide 
shortages, which at times have resulted in premium prices being paid for key    
components, such as flat panel display screens, Dynamic Random Access Memory    
chips, Static Random Access Memory chips, CD-ROM drives and monitors.  These    
shortages have occasionally resulted in the Company's inability to procure these
components in sufficient quantities to meet demand for its products.  In        
addition, a number of the Company's products include certain components, such as
microprocessors, video chips, core logic, modems, lithium ion batteries, Static 
Random Access Memory chips and Application Specific Integrated Circuits, that   
are currently purchased from single sources due to availability, price, quality 
or other considerations.  The Company purchases components pursuant to purchase 
orders placed in the ordinary course of business and has no guaranteed supply   
arrangements with single source suppliers.  Reliance on suppliers generally     
involves risks, including the possibility of defective parts, a shortage of     
components, an increase in component costs and disruptions in delivery of       
components.  Should delays, defects or shortages occur or component costs       
significantly increase, the Company's net sales and profitability could be      
materially adversely affected.                                                  

SAMSUNG'S COMMERCIAL RELATIONSHIP WITH THE COMPANY                              

 Effective July 31, 1995, the Company and Samsung entered into strategic
agreements covering a broad range of commercial relationships including, among  
others, component supply agreements for certain critical components manufactured
by Samsung and used by the Company in the manufacture of personal computers and 
a joint procurement agreement providing a mechanism for Samsung and the Company 
to coordinate their purchases from third parties in order to obtain more        
favorable pricing.  However, as Samsung is a supplier of critical components in 
a highly competitive marketplace, other suppliers may be less likely to extend  
attractive terms to or do business with the Company.  In addition, because      
Samsung has other business involvements typical of large, multi-national        
companies and is not based in the United States, it is possible that some       
additional suppliers, customers, employees and others will not react favorably  
to Samsung's investment in the Company.  Samsung is a critical supplier of      
components to the Company and is based in South Korea.  Political turmoil       
between North and South Korea could materially adversely affect the Company's   
operations.                                                                     

RESTRUCTURING OF MANUFACTURING OPERATIONS                                       

The Company has recently implemented a restructuring plan designed to 
increase its utilization of third-party board manufacturing and design and to   
realign its Asia Pacific manufacturing operations.  The Company's increased     
reliance on third-party board manufacturers involves risks, including the       
possibility of defective boards, a shortage of boards, an increase in board     
cost, and disruptions in delivery of boards.  Should delays, defects or         
shortages occur or board costs significantly increase, the Company's net sales  
and profitability could be materially adversely affected.  Although the Company 
believes that the restructuring activities were necessary, no assurance can be  
given that restructuring actions will be successful or that similar actions will
not be required in the future.                                                  

TECHNOLOGICAL CHANGE AND NEW PRODUCT DEVELOPMENT                                

     The Company's future success will be highly dependent upon its ability to
develop, produce and market products that incorporate new technology, are priced
competitively and achieve significant market acceptance.  There can be no       
assurance that the Company's products will be technically advanced or           
commercially successful due to the rapid improvements in computer technology and
resulting product obsolescence.  There is also no assurance that the Company    
will be able to deliver commercial quantities of new products in a timely       
manner.  The success of new product introductions is dependent on a number of   
factors, including market acceptance, the Company's ability to manage risks     
associated with product transitions, the effective management of inventory      
levels in line with anticipated product demand and the timely manufacturing of  
products in appropriate quantities to meet anticipated demand.  The Company     
regularly introduces new products designed to replace existing products.  While 
the Company attempts to closely monitor new product introductions and product   
obsolescence, there can be no assurance that such transitions will occur without
materially adversely affecting the Company's net sales, cash flow and           
profitability.  In addition, if the Company is unable to successfully anticipate
and manage shifts in personal computer technology, the Company's product life   
cycles could be negatively impacted and may have a material adverse effect on   
the Company's net sales, cash flow and profitability.                           

FOREIGN CURRENCY FLUCTUATIONS                                                   

 The Company's international operations are affected by foreign currency
fluctuations.  The financial statements of the Company's foreign subsidiaries   
are remeasured into the United States dollar functional currency for            
consolidated reporting purposes.  Gains and losses resulting from this          
remeasurement process are recognized currently in the consolidated results of   
operations.  The Company attempts to minimize the impact of these remeasurement 
gains and losses by utilizing a limited hedging strategy which includes the use 
of foreign currency borrowings, the netting of foreign currency assets and      
liabilities, and forward exchange contracts.  The Company's exposure to currency
fluctuations will continue to increase as a result of the expansion of its      
international operations.  Significant fluctuations in currency values could    
have material adverse effects on the Company's net sales, gross margins and     
profitability.                                                                  

INTERNATIONAL OPERATIONS                                                        

     The Company's international operations may be affected by changes in United
States trade relationships, increased competition and the economic stability of 
the locations in which sales occur.  The Company operates in foreign locations, 
such as the People's Republic of China, where future sales may be dependent upon
continuing favorable trade relations.  Additionally, foreign locations such as  
the People's Republic of China and Taiwan may experience changes in their       
general economic stability due to such factors as increased inflation and       
political turmoil.  Also, political tensions between the People's Republic of   
China and Taiwan could adversely affect the Company's operations, particularly  
its notebook production.  Any significant change in United States trade         
relations or the economic or political stability of foreign locations in which  
the Company operates could have a material adverse effect on the Company's net  
sales and profitability.                                                        

INTELLECTUAL PROPERTY RIGHTS                                                    

     The personal computer industry presents risks for claims of infringement of
patents, trademarks and copyrights.  From time to time, the Company is notified 
that certain of its products may infringe upon the intellectual property rights 
of others.  The Company generally evaluates all such notices on a case-by-case  
basis to determine whether licenses are necessary or desirable.  If such claims 
are made, there can be no assurance that licenses will be available on          
commercially reasonable terms or that retroactive royalty payments on sales of  
the Company's computer products will not be required.  In addition, substantial 
costs may be incurred in disputing such claims.  The Company believes that the  
actions it takes to avoid or minimize the impact to the Company of such claims  
are prudent; however, there can be no assurance that such claims will not occur 
or, if successful, would not have a material adverse effect on the Company's    
business operations and profitability.                                          

CREDIT RISKS                                                                    

 The Company's primary means of distribution continues to be third-party
computer resellers and consumer retailers.  While the Company continuously      
monitors and manages the credit it extends to its customers to limit its credit 
risk, the Company's business could be materially adversely affected in the event
that the financial condition of its customers weakens.  In the event of the     
financial failure of a major customer, the Company would experience disruptions 
in its distribution as well as the loss of the unsecured portion of any         
outstanding accounts receivable.                                                

CONTROL BY PRINCIPAL STOCKHOLDER                                                

     Samsung beneficially owns, as defined in Rule 13d-3 under the Exchange Act,
approximately 45% of the Company's outstanding Common Stock before the issuance 
of the Common Stock to Tandy to be offered by this Prospectus.  Further,        
pursuant to the Stockholder Agreement between the Company and Samsung, the      
Company may not, without the prior written consent of Samsung or, in case of    
Board action, the affirmative vote or written consent of not less than a        
majority of the Directors designated by Samsung, enter into certain transactions
including certain acquisitions, divestitures, Common Stock issuances, capital   
expenditures or strategic relationships.  As a result, Samsung effectively      
controls most matters requiring approval by the stockholders or board of        
directors of the Company, including the election of a majority of the directors,
and may effectively direct the Company's business and affairs.                  

IMPEDIMENTS TO CHANGES IN CONTROL                                               

The voting power of Samsung under certain circumstances could have the
effect of delaying or preventing a change in control of the Company.  In        
addition, the Company is incorporated under Delaware law and certain provisions 
of Delaware law and the Company's Certificate of Incorporation and Bylaws may   
make more difficult or discourage attempts to change the composition of the     
Board of Directors, may make more difficult or discourage takeovers in which    
holders of the Company's Common Stock might receive a substantial premium for   
some or all of their shares, and could potentially depress the market price of  
shares of Common Stock.  The Company has an existing Stockholder Rights Plan    
(the "Rights Plan") that is intended to protect stockholders from unfair        
takeover practices.  Under the Rights Plan, if a party acquires or commences a  
tender offer for 15% of the Company's then outstanding Common Stock, each       
existing stockholder would have the right to obtain additional stock or property
according to the terms of the Rights Plan.  Such Rights Plan may make more      
difficult or discourage takeover attempts and could potentially depress the     
market price of the Common Stock.                                               

INDUSTRY CONDITIONS                                                             

  General economic conditions have an impact on the Company's business and
financial results.  From time to time, the markets in which the Company sells   
its products experience weak economic conditions that may negatively affect     
sales of the Company's products.  Although the Company does not consider its    
business to be highly seasonal, it has historically experienced seasonally      
higher sales in the consumer retail channel in the quarter ended in December due
to strong holiday demand for some of its products in certain regions.           

PRICE PROTECTION ADJUSTMENTS                                                    

Consistent with industry practice, the Company provides certain of its
larger distributors, consumer retailers and dealers with stock re-balancing and 
price protection rights that permit these distributors, retailers and dealers to
return slow-moving products to the Company for credit or to receive price       
adjustments if the Company lowers the price of selected products within certain 
time periods.  Stock re-balancing and price protection credits represented 5.9% 
of net sales during the first fiscal quarter of 1996, 4.2% during transition    
period 1995, 4.0% for fiscal year 1995, 2.1% in fiscal year 1994, and 2.8% in   
fiscal year 1993.  If sales and pricing trends continue or accelerate, there can
be no assurance that the Company will not experience rates of return or price   
protection adjustments that could materially adversely impact the Company's net 
sales and profitability in the future.                                          

PRODUCTION CAPACITY                                                             

   The Company believes that its production capacity should be sufficient to
support anticipated unit volumes for the foreseeable future.  However, if the   
Company is unable to obtain certain key components, or to effectively forecast  
customer demand or manage its inventory, increased inventory obsolescence or    
reduced utilization of production capacity could materially adversely impact the
Company's gross margins and results of operations.                              

POSSIBLE VOLATILITY OF STOCK PRICE                                              

The Company believes factors such as new product introductions, price 
changes, or other announcements by the Company or its competitors, as well as   
quarterly variations in the financial results of the Company, have caused       
substantial fluctuations in the market price of the Company's Common Stock.  In 
addition, the stock market has experienced and continues to experience price and
volume fluctuations that have particularly affected the market price for        
securities of many companies in the technology sector.  These broad market      
fluctuations, as well as general economic and political conditions, may         
materially adversely affect the market price of the Company's Common Stock.     

REALIZATION OF DEFERRED TAX ASSETS                                              

In determining the amount of the valuation allowance required to be   
established against deferred tax assets in accordance with the provisions of    
Statement of Financial Accounting Standards No. 109, "Accounting for Income     
Taxes," the Company has primarily relied upon its ability to generate future    
taxable income using certain available tax planning strategies.  The amount of  
taxable income that could actually be generated from such tax planning          
strategies is dependent upon the Company being able to sell certain appreciated 
assets at the current estimated fair market value.  Although the Company has    
utilized an outside valuation firm to determine the current estimated fair      
market value of such assets, changes in market conditions could result in a     
reduction of the estimated fair market value of these assets that would         
materially adversely affect the amount of the valuation allowance and reduce the
amount of net deferred tax assets considered realizable.                        

UTILIZATION OF NET OPERATING LOSS ("NOL") CARRYFORWARDS                         

As of December 30, 1995, the Company has $389 million of remaining NOL
carryforwards available to offset future taxable income.  Approximately $158    
million of such carryforwards relate to foreign operations in various taxing    
jurisdictions of which $76 million expire in years 1996 through 2005 and $82    
million have no expiration date.  The remaining $231 million of such            
carryforwards relate to U.S. operations and expire in the years 2010 and 2011.  
Utilization of these U.S. NOL carryforwards to offset future taxable income in  
any particular year could be severely limited should the Company undergo a 50%  
"ownership change," as defined under Section 382 of the Internal Revenue Code of
1986, within a three year measurement period.  Any limitation pursuant to these 
provisions would be effective for all tax years starting at the time of the     
ownership change.  As of December 30, 1995, the Company has experienced an      
ownership change for purposes of this limitation of approximately 40% as a      
direct result of the investment by Samsung pursuant to the Stock Purchase       
Agreement.  In addition, inclusion of Samsung's option to purchase 4.4 million  
shares would increase the ownership change to approximately 45% for purposes of 
this limitation.  A 5% or more ownership change by a third party could bring the
change close to or over 50%.  Issuance of the shares contemplated in this       
prospectus could then lead to an ownership change of over 50% for purposes of   
this limitation.                                                                

EARTHQUAKE RISKS                                                                

     The Company's corporate headquarters facility, at which the majority of its
research and development activities are conducted, is located near major        
earthquake faults which have experienced earthquakes in the past.  While the    
Company does carry insurance at levels management believes to be prudent, in the
event of a major earthquake or other disaster affecting one or more of the      
Company's facilities, it is likely that insurance proceeds would not cover all  
of the costs incurred and, therefore, the operations and operating results of   
the Company could be materially adversely affected.                             

WORKFORCE RESTRUCTURING                                                         

  On May 1, 1996, the Company announced plans to restructure its worldwide
operations into three regional operating groups, each with distinct goals and   
objectives.  In addition, the Company plans to consolidate some operations,     
including the closing of certain regional offices and reconfiguration centers.  
The Company is currently completing its restructuring plan and anticipates a    
restructuring charge of approximately $10 to $15 million, which will consist of 
severance, asset write-downs and lease write-offs for closed facilities.  The   
employee severance will include approximately 300 employees in various          
functions.  Approximately $10 million of the charge is expected to involve cash 
disbursements, with the remaining costs primarily related to reductions in net  
asset values.  The Company expects to finalize its plans and record the         
restructuring charge in the consolidated results of operations by the end of the
second quarter of fiscal year 1996.  However, no assurance can be given that    
these anticipated restructuring actions will be successful or that similar      
actions will not be required in the future.                                     

PAST FINANCIAL PERFORMANCE                                                      

 Because of the factors discussed herein and other factors affecting the
Company's operating results, past financial performance should not be considered
a reliable indicator of future performance, and investors should not rely upon  
positive historical trends to anticipate positive results or trends in future   
periods.                                                                        

SHARES AVAILABLE FOR FUTURE SALE                                                

The future sale of shares of the Company's Common Stock could have an 
adverse effect on the market price of the Common Stock.  Such sales could be    
made by existing stockholders and by holders of outstanding options and warrants
to purchase shares of Common Stock pursuant to Rule 144 under the Securities    
Act, by stockholders purchasing shares of Common Stock in the offering          
contemplated by this Prospectus or in the public market after completion of the 
offering, by stockholders, optionholders or warrantholders exercising           
outstanding registration rights (including Samsung) or pursuant to one or more  
registration statements covering the issuance of stock options and Common Stock 
to employees, directors or advisors of the Company.  Including the shares       
covered by the Registration Statement of which this Prospectus is a part, the   
Company estimates that approximately 32 million shares of Common Stock          
(including shares of Common Stock issued or issuable at May 31, 1996) are       
eligible for sale pursuant to Rule 144 or an effective registration statement   
under the Securities Act or a registration statement that may be filed pursuant 
to outstanding registration rights.                                             

THE COMPANY                 

GENERAL                                                                         

The Company was incorporated in California on July 25, 1980 and       
reincorporated as a Delaware corporation effective July 1, 1987.  The principal 
executive offices of the Company are located at 16215 Alton Parkway, Irvine,    
California 92718, and its telephone number is (714) 727-4141.  Unless the       
context otherwise requires, references to the "Company" herein include AST      
Research, Inc. and each of its operating subsidiaries.                          

   The Company designs, manufactures, markets, services and supports a broad
line of personal computers including desktop, notebook and server computer      
systems marketed under the Advantage!(R), Bravo, Premmia, Ascentia, and         
Manhattan brand names.  The Company's products feature advanced design          
characteristics while remaining compatible with established industry standards. 
The Company currently markets its products through an extensive worldwide       
distribution network of retail computer dealers, consumer retailers,            
international and regional distributors, value added dealers and value added    
resellers.                                                                      

SIGNIFICANT DEVELOPMENTS                                                        

Pursuant to the terms of the Stock Purchase Agreement, Samsung and the
Company entered into a Letter of Credit Agreement dated July 31, 1995 (the      
"Credit Agreement"), pursuant to which, among other things, Samsung agreed to   
advance funds to satisfy up to $75 million of the Company's obligation under a  
Promissory Note due July 11, 1996 executed by the Company on July 12, 1993 in   
favor of Tandy (the "Tandy Note"), and the Company agreed to repay Samsung, at  
Samsung's election in the event that all or a portion of the letter of credit   
amount is called upon for payment of the Tandy Note, by either (i) providing a  
promissory note in favor of Samsung with a principal amount equal to the amount 
advanced, or (ii) issuing to Samsung that number of shares of Common Stock      
having a current market price, as defined in the Credit Agreement, equal to the 
amount advanced (subject to the 49.9% ownership limitation contained in Section 
2.1.7 of the Stockholder Agreement dated July 31, 1995 between the Company and  
Samsung (the "Stockholder Agreement"), or (iii) any combination of the          
foregoing, at Samsung's election.                                               

    On August 23, 1995, the Company and Tandy Corporation amended the terms of
the Tandy Note.  Pursuant to such amendment, the Company paid $6.7 million of   
principal on August 25, 1995, thereby reducing the note balance to $90.0 of     
principal plus interest.  The principal amount due under the Tandy Note will be 
$60 million after payment of the $30 million thereof that may be effected by the
issuance to Tandy of the Common Stock to be offered by this Prospectus.  Samsung
has committed, pursuant to the Credit Agreement, to advance the principal amount
remaining due under the Tandy Note, up to $75 million.  In such event, Samsung  
will have the right to elect to receive repayment from the Company in the form  
of a promissory note or shares of authorized and unissued Common Stock valued   
solely for that purpose at a current market price as defined in the Credit      
Agreement, up to a maximum, as provided in Section 2.1.7 of the Stockholder     
Agreement, as amended, so that its share ownership thereafter could represent in
the aggregate up to 49.9% beneficial ownership, according to the definition of  
beneficial ownership provided in Rule 13d-3 under the Exchange Act, during the  
prescribed standstill period ending December 15, 1998, or earlier in certain    
events.                                                                         

     The descriptions herein are qualified in their entirety by reference to the
exhibits to the Registration Statement as follows:  2.2 - Agreement of Stock    
Purchase; 2.2.1 - Amendment No. 1 to Stock Purchase Agreement; 2.2.2 - Amendment
No. 2 to Stock Purchase Agreement; 4.1.1 - Amendment to Rights Plan; 10.17 -    
Letter of Credit Agreement; 10.18 - Registration Rights Agreement; 10.19 -      
Stockholder Agreement; 10.20 - Amendment No. 1 to Stockholder Agreement; 10.29 -
General Terms Agreement; 10.30 - Letter Agreement; 10.32 - Additional Support   
Agreement; 10.33 - Loan Agreement and Promissory Note; 10.34 - Credit Agreement;
10.35 - First Amendment to Credit Agreement; and each thereof is incorporated by
reference herein.                                                               

USE OF PROCEEDS                 

     The proceeds of any sales of the Common Stock offered hereby will belong to
the Selling Stockholder.  The Company will not receive any proceeds from such   
sales of the Common Stock.                                                      

  Upon the issuance of the Selling Stockholder's Common Stock, the Company
will have received the surrender of $30 million in principal amount due and     
payable to the Selling Stockholder under the Tandy Note.  See "Selling          
Stockholder."                                                                   

SELLING STOCKHOLDER                 

     On July 11, 1996, the Tandy Note is due and payable.  On July 11, 1996, the
Company has a right, on the terms of the Tandy Note, as amended, to issue Tandy 
an unspecified number of shares of the Company's Common Stock in satisfaction of
an amount of the principal then due under the Tandy Note, up to $30,000,000,    
equal to the product of the average closing price of Common Stock on the prior  
ten trading days, as quoted on the Nasdaq National Market, multiplied by the    
number of shares that the Company elects to deliver to Tandy.  Such shares would
be issued to Tandy in a transaction exempt from registration under the          
Securities Act.  Although the Company has made no decision as to the source of  
funds to be used to repay the $90 million of principal plus $4.5 million of     
interest, to be paid in cash under the Tandy Note, or whether the Company will  
exercise its option to repay a portion of the Tandy Note through the issuance of
the Common Stock to be reoffered by this Prospectus, the Company currently      
expects to fund the repayment through cash from operations and/or through       
Samsung advancing up to $75 million that is available to the Company upon       
maturity of the Tandy Note pursuant to the Credit Agreement, as amended, with   
Samsung. The Company may elect to exercise its option as to less than the entire
$30 million of the principal amount of the Tandy Note, and may provide for an   
issuance of more or fewer than the  3,840,000 shares of Common Stock to be      
reoffered by this Prospectus.                                                   

    Pursuant to the Agreement for Purchase and Sale of Assets dated as of June
30, 1993, as amended (the "Tandy Acquisition Agreement"), among the Company,    
Tandy, TE Electronics Inc. and GRiD Systems Corporation ("GRiD"), effective June
30, 1993, the Company acquired certain assets and assumed certain liabilities   
relating to Tandy's personal computer manufacturing operations and GRiD's North 
American and European sales divisions, excluding Tandy/GRiD France.  The        
purchase price of $105 million consisted of $15 million in cash and the issuance
of a three-year promissory note in the original principal amount of $90 million 
(the "Tandy Note").  Pursuant to the Tandy Acquisition Agreement, effective     
September 1, 1993, the Company purchased certain assets and assumed certain     
liabilities of Tandy/GRiD France.  The purchase price of $6.7 million was       
recognized through an increase in the principal amount of the Tandy Note so     
that, after completion of the Tandy/GRiD France acquisition, the total principal
amount of the Tandy Note was $96.7 million.  Interest was payable once per year 
on July 11th and there were no sinking fund requirements.  Interest due related 
to fiscal year 1995 was paid on July 11, 1995 at a rate of 4.94% per annum.  The
interest rate was adjusted to 5.00%, effective July 11, 1995, based on the lower
of either 5% or the "lowest three month rate" within the meaning of Section     
1274(d)(2) of the Internal Revenue Code of 1986 as of July 11, 1995.  The Tandy 
Note also then required the Company to maintain a standby letter of credit      
payable to Tandy in the amount of 70% of the principal amount of the Tandy Note 
or $67.7 million. Upon maturity, up to 50% of the principal amount of the Tandy 
Note was convertible, at the option of the Company, into Common Stock of the    
Company based upon its then fair market value, as defined in the Tandy Note.    

  On August 23, 1995, the Company and Tandy amended the terms of the Tandy
Note.  Pursuant to such amendments, the Company paid $6.7 million on August 25, 
1995, thereby reducing the principal balance of the Tandy Note from $96.7       
million to $90 million.  Tandy allowed the substitution of a letter of guarantee
from both Samsung and Samsung Electronics America, Inc. for the letter of credit
that previously had been required.  Additionally, the maximum principal amount  
of the Tandy Note that could be converted, at the option of the Company, into   
Common Stock of the Company upon maturity of the Tandy Note, based upon its then
fair market value as defined in the Tandy Note, was reduced to $30.0 million;   
and the Company agreed to file a registration statement with the Commission to  
register such shares of Common Stock for resale by Tandy, and keep the          
registration statement effective for a period ending when all shares offered    
thereby shall have been sold, or ninety (90) days from the effective date of    
such registration statement, whichever occurs first.  All other terms of the    
Tandy Note remained unchanged.  The Registration Statement of which this        
Prospectus is a part was filed with the Commission pursuant to the provisions of
the Tandy Note requiring the Company to use its best efforts to effect          
registration under the Securities Act as of the date of issuance of the Common  
Stock.                                                                          

The following table sets forth the maximum number and percentage, on a
diluted basis, of shares of Common Stock which would be owned by Tandy          
immediately after such issuance and immediately prior to the offering made by   
this Prospectus, assuming no shares that are held by Tandy were to have been    
sold otherwise than in this offering.  Upon completion or termination of the    
offering, assuming all of the shares held by Tandy were to be sold and that     
Tandy were to acquire no additional shares of Common Stock prior to the         
completion of this offering, Tandy would beneficially own no shares of Common   
Stock of the Company.                                                           

===================================================================             
    Shares                          Shares
    Beneficially       Shares       Beneficially
   Owned           Being           Owned
Name               After Offering     Offered    Prior to Offering              
----               --------------     -------    -----------------              
     Number   Percent               Number   Percent
     ------   -------               ------   -------
Tandy Corporation 3,840,000   7.9%    3,840,000      0         0%               

===================================================================             

 In connection with the Tandy Acquisition, Tandy and the Company entered
into a Sales Agreement dated July 13, 1993 whereby AST supplied personal        
computers to Tandy's Radio Shack, Computer City and Incredible Universe retail  
operations and a Circuit Board Purchase Agreement.                              

     The descriptions herein are qualified in their entirety by reference to the
exhibits to the Registration Statement as follows:  2.1 - Agreement for Purchase
of Sale of Assets; 2.1.1 - Sales Agreement; 2.1.2 - Circuit Board Purchase      
Agreement; 2.1.3 - Agreement of Sale of Going Business; 10.7 - Promissory Note; 
10.8 - First Amendment to Promissory Note; 10.9 - Second Amendment to Promissory
Note; and 10.10 - Third Amendment to Promissory Note; and each thereof is       
incorporated by reference herein.                                               

PLAN OF DISTRIBUTION                

    The purpose of this Prospectus is to permit the Selling Stockholder, if it
desires, to dispose of some or all of the shares of Common Stock issued by the  
Company pursuant to the Tandy Note, as amended, at such times, on a delayed or  
continuous basis, and at such prices as the Selling Stockholder chooses.        
Whether offers and sales will be made, and the timing and amount of any offers  
or sales that are made, is and will be within the sole discretion of the Selling
Stockholder.  The distribution of the shares of Common Stock offered hereby may 
be effected from time to time in one or more transactions.  Any of the shares of
Common Stock offered hereby maybe offered for sale, from time to time, by the   
Selling Stockholder, or by permitted transferees or successors of the Selling   
Stockholder, on the National Association of Securities Dealers Automated        
Quotation System's National Market System (the "Nasdaq National Market"), or    
otherwise, at prices and on terms then obtainable, at fixed prices, at prices   
then prevailing at the time of sale, at prices related to such prevailing       
prices, or in negotiated transactions at negotiated prices, or otherwise.  The  
shares of Common Stock offered hereby may be sold by one or more of the         
following:  (i) through underwriters, or through underwriting syndicates;       
(ii) through one or more dealers or agents (which may include one or more       
underwriters) including, but not limited to:  (a) block trades in which the     
broker or dealer so engaged will attempt to sell the shares of Common Stock as  
agent, but may position and resell a portion of the block as principal to       
facilitate the transactions; (b) purchases by a broker or dealer as principal   
and resale by such broker or dealer for its account pursuant to this Prospectus;
(c) ordinary brokerage transactions; and (d) transactions in which the broker   
solicits purchasers; (iii) directly to one or more purchasers; or (iv) a        
combination of these methods.  The names of any underwriters or agents involved 
in the sale of the Common Stock will be set forth in a Prospectus Supplement.   
In connection with the distributions of the Common Stock or otherwise, the      
Selling Stockholder may enter into hedging transactions with broker-dealers or  
other financial institutions.  In connection with such transactions, broker-    
dealers or other financial institutions may engage in short sales of Common     
Stock in the course of hedging the positions they assume with the Selling       
Stockholder.  The Selling Stockholder may also sell Common Stock short and      
redeliver the shares to close out such short positions.  The Selling Stockholder
may also enter into options or other transactions with broker-dealers or other  
financial institutions which require the delivery to such broker-dealers or     
financial institutions of the Common Stock offered hereby, which Common Stock   
such broker-dealer or other financial institutions may resell pursuant to this  
Prospectus (as supplemented or amended to reflect this transaction).  The       
Selling Stockholder may also pledge the shares registered hereunder to a broker-
dealer or other financial institution and, upon a default, such broker-dealer or
other financial institution may effect sales of the pledged Common Stock        
pursuant to this Prospectus (as supplemented or amended to reflect such         
transaction).  In addition, any Common Stock covered by this Prospectus that    
qualifies for sale pursuant to Rule 144 under the Securities Act may be sold    
under Rule 144 rather than pursuant to this Prospectus.                         

     The Selling Stockholder or its underwriters, dealers or agents may sell the
Common Stock to or through underwriters, dealers or agents, and such            
underwriters, dealers or agents may receive compensation in the form of         
discounts or concessions allowed or reallowed.  Underwriters, dealers, brokers  
or other agents engaged by the Selling Stockholder may arrange for other such   
persons to participate.  Any fixed public offering price and any discounts and  
concessions may be changed from time to time.  Underwriters, dealers and agents 
who participate in the distribution of the shares may be deemed to be           
underwriters within the meaning of the Securities Act, and any discounts or     
commissions received by them or any profit on the resale of shares by them may  
be deemed to be underwriting discounts and commissions thereunder.  The proposed
amounts of shares, if any, to be purchased by underwriters and the compensation,
if any, of underwriters, dealers or agents will be set forth in a Prospectus    
supplement.                                                                     

     In connection with this Offering, and pursuant to Section 4(f) of the Tandy
Note, the Company will pay all expenses of preparing and filing the registration
statement, including, without limitation, Commission registration and filing    
fees, printing expenses, fees and disbursements of legal counsel and accountants
for the Company, transfer agents' and registrars' fees, fees and disbursements  
of experts used by the Company in connection with such registration, expenses of
any special audits of the Company incidental to or required by such             
registration, and expenses incidental to any post-effective amendment to any    
such registration statement.                                                    

     In addition, in connection with the registration by the Company pursuant to
the Tandy Note, the Company shall use its best efforts to prepare and file with 
the Commission such amendments and supplements to the registration statement and
the prospectus used in connection therewith as may be necessary to keep such    
registration statement effective and to comply with the provisions of the       
Securities Act with respect to the disposition of all shares of Common Stock    
covered by the registration statement for the period required to effect the     
distribution of such shares of Common Stock, as determined by Tandy, but in no  
event shall the Company be required to do so for a period of more than ninety   
(90) days following the effective date of such registration statement.  The     
Company shall also:                                                             

          (i)  furnish to Tandy such number of copies of a summary prospectus or
  other prospectus, including a preliminary prospectus, in conformity with
  the requirements of the Securities Act and such other documents as Tandy
may reasonably request in order to facilitate the disposition of such 
     shares of Common Stock issued in connection with the repayment of the Tandy
  Note, but only while the Company is required under the provisions of the
Tandy Note to cause the registration statement to remain current;     

         (ii) use its best efforts to register or qualify the shares of Common
    Stock covered by the registration statement under such other securities or
 blue sky laws of such jurisdictions in the United States as Tandy shall
   reasonably request, and do any and all other acts and things which may be
    reasonably necessary to enable Tandy to consummate the disposition of such
   shares owned by it; provided, however, that the Company shall in no event
    be required (a) to qualify to do business as a foreign corporation or as a
     dealer in any jurisdiction where it is not so qualified, (b) to conform the
     composition of its assets at the time to the securities or blue sky laws of
     such jurisdiction, (c) to execute or file any general consent to service of
    process in suits other than those arising out of the offer and sale of the
shares of Common Stock covered by the registration statement, (d) to  
     subject itself to taxation in any jurisdiction where it has not theretofore
     done so, or (e) to pay any costs and expenses relating to the qualification
    or registration of such shares under the blue sky laws of more than twenty
states; and                                                           

      (iii)     deliver an opinion of counsel for the Company, dated the
effective date of such registration statement or any post-effective   
     amendment or supplement thereto, addressed to Tandy and any underwriter, in
the form usual and customary in connection with the public offering of
securities.                                                           

    All underwriters', dealers', brokers' or agents' commissions, concessions,
discounts, fees or other compensation will be paid by the Selling Stockholder.  

   Underwriters and agents who participate in the distribution of the shares
may make a market in the Common Stock, but will not be obligated to do so and   
may discontinue market making activities at any time without notice.            
Underwriters, dealers and agents who participate in the distribution of the     
shares may be entitled, under agreements entered into with the Company, to      
indemnification against certain liabilities, including liabilities under the    
Securities Act, or to contribution for payments which such underwriters, dealers
or agents may be required to make in respect thereof.  Underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company in 
the ordinary course of business.                                                

   Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Stock may not simultaneously engage in  
market making activities with respect to the Common Stock for a period of nine  
business days prior to the later of the commencement of offers or sales of the  
Common Stock to be distributed and the time such person becomes a participant in
the distribution unless such person is a qualifying registered market maker on  
the National Market System of the Nasdaq Stock Market, and such market making   
activities are conducted in accordance with Rule 10b-6A under the Exchange Act. 
Pursuant to Rule 10b-6A, a qualified registered market maker is permitted to    
engage in passive market making transactions during the two business days prior 
to the commencement of offers or sales of the Common Stock which comply with    
applicable volume and price limits and are identified as such.  In general, a   
passive market maker may display its bid at a price not in excess of the highest
independent bid for the security.  If all independent bids are lowered below the
passive market maker's bid, however, such bid must then be lowered when certain 
purchase limits are exceeded.  Passive market making may stabilize the market   
price of the Common Stock at a level above that which might otherwise  prevail  
and, if commenced, may be discontinued at any time.  In addition to and without 
limiting the generality of the foregoing, the Selling Stockholder and any other 
person participating in such distribution will be subject to other applicable   
provisions of the Exchange Act and rules and regulations thereunder, including, 
without limitation, Rules 10b-6 and 10b-7, which provisions may further limit   
the timing of purchases and sales of shares of Common Stock by the Selling      
Stockholder and any other such person.  All of the foregoing may limit the      
marketability of the Common Stock and the ability of any underwriter, broker,   
dealer or agent to engage in market making activities.                          

LEGAL MATTERS                 

 The validity of the shares of Common Stock to be offered hereby will be
passed upon for the Company by Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Newport Beach, California.                                         

EXPERTS                 

     The consolidated financial statements and schedule of the Company appearing
in the Company's Transition Report on Form 10-K for the transition period from  
July 2, 1995 to December 30, 1995, have been audited by Ernst & Young LLP,      
independent auditors, as set forth in their report thereon included therein and 
incorporated herein by reference.  Such consolidated financial statements are   
incorporated herein by reference in reliance upon such report given upon the    
authority of such firm as experts in accounting and auditing.                   

3,840,000 SHARES                

AST RESEARCH, INC.                

COMMON STOCK                
PAR VALUE $.01                

PROSPECTUS                

JUNE 7, 1996                

TABLE OF CONTENTS                 
-----------------                 

                                                            PAGE

AVAILABLE INFORMATION                                                2          

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                      2          

RISK FACTORS                                                         3          

THE COMPANY                                                          8          

USE OF PROCEEDS                                                      9          

SELLING STOCKHOLDER                                                  9          

PLAN OF DISTRIBUTION                                                11          

LEGAL MATTERS                                                       12          

EXPERTS                                                             13          

June 7, 1996                

PART II                 
INFORMATION NOT REQUIRED IN THE PROSPECTUS                

Item 14.  Other Expenses of Issuance and Distribution                           
-----------------------------------------------------                           
The following sets forth the costs and expenses, all of which shall be
borne by the Company, in connection with the offering of the shares of Common   
Stock pursuant to this Registration Statement:                                  

                                                                · Download Table

                                                             
Securities and Exchange Commission Fee      $10,344.83       
"Blue Sky" Fees                             $500.00         *
Nasdaq Fees                                 $10,000.00      *
Accounting Fees and Expenses                $7,500.00       *
Legal Fees and Expenses                     $6,000.00       *
Printing Fees                               $10,000.00      *
Miscellaneous Expenses                      $10,000.00      *
                                            ----------       
Total                                       $54,344.83       
                                                 ==========                     
* Estimated.                                                                    

Item 15.  Indemnification of Directors and Officers.                            
----------------------------------------------------                            
The Company carries Directors' and Officers' Liability Insurance with a limit of
$35 million.                                                                    

Section 145 of the Delaware General Corporation Law makes provision for the     
indemnification of officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities (including          
reimbursement for expenses incurred) arising under the Securities Act.  The     
Bylaws of the Company provide that the Company shall indemnify officers and     
directors where permitted by statute.                                           

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the  
Certificate of Incorporation of the Company provides that a director shall not  
be liable to the Company or its stockholders for monetary damages for breach of 
the director's fiduciary duty of care.  However, as provided by Delaware law,   
such limitation of liability will not act to limit liability (i) for any breach 
of the director's duty of loyalty to the Company or its stockholders, (ii) for  
any act or omission not in good faith or which involves intentional misconduct  
or a knowing violation of law, (iii) arising under the provisions of the        
Delaware General Corporation Law relating to unlawful distributions, or (iv) for
any transaction from which the director derived an improper personal benefit.   

The Company has entered into indemnification agreements with its officers and   
directors which contractually obligate the Company to indemnify officers and    
directors where permitted by applicable law.  In connection with such           
agreements, the stockholders have approved the establishment by the Company of a
trust fund, with a minimum balance of $1,000,000, to ensure fulfillment of its  
indemnity obligations to its officers and directors.  The Company has not yet   
established such trust fund.                                                    

Insofar as indemnification from liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant 
to the foregoing provisions, the Company has been informed that, in the opinion 
of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.                            

Item 16.  Exhibits.                                                             
-------------------                                                             
2.1     Agreement for Purchase and Sale of Assets dated June 30, 1993 between   
  AST Research, Inc. and Tandy Corporation, TE Electronics, Inc. and
     GRiD Systems Corporation.  The Schedules have been omitted and are as
   described in the Agreement (incorporated by reference to referenced
   exhibit number of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on July  28, 1993,  
Commission File No. 0-13941).                                   

II-1

2.1.1  Sales Agreement dated July 13, 1993 between AST Research, Inc. and       
   Tandy Corporation pursuant to the Agreement for the Purchase and Sale
    of Assets dated June 30, 1993 (incorporated by reference to referenced
exhibit number of the Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 1993, Commission File No. 0-13941).     
2.1.2  Circuit Board Purchase Agreement dated July 13, 1993 between AST         
      Research, Inc. and TE Electronics Inc. pursuant to the Agreement for the
Purchase and Sale of Assets dated June 30, 1993 (incorporated by  
   reference to referenced exhibit number of the Company's Annual Report
      on Form 10-K for the fiscal year ended July 3, 1993, Commission File No.
0-13941).                                                         
2.1.3  Agreement of Sale of Going Business (English translation) between AST    
Research France and Tandy GRiD France, effective September 1, 1993
(incorporated by reference to referenced exhibit number of the    
   Company's Current Report on Form 8-K as filed with the Securities and
    Exchange Commission on October 29, 1993, Commission File No. 0-13941).
2.2    Agreement of Stock Purchase dated as of February 27, 1995 between        
       AST  Research, Inc. and Samsung Electronics Company Ltd. (incorporated by
    reference to referenced exhibit number of the Company's Current Report
 on Form 8-K as filed with the Securities and Exchange Commission on
March 3, 1995, Commission File No. 0-13941).                      
2.2.1  Amendment No. 1 to Stock Purchase Agreement dated as of June 1, 1995     
between AST Research, Inc. and Samsung Electronics Co., Ltd.      
(incorporated by reference to referenced exhibit number of the    
   Company's Solicitation/Recommendation Statement on Amendment No. 1 to
     Schedule 14D-9 as filed with the Securities and Exchange Commission  on
June 8, 1995, SEC File No. 005-44159).                            
2.2.2  Amendment No. 2 to Stock Purchase Agreement dated as of July 29, 1995    
between AST Research, Inc. and Samsung Electronics Co., Ltd.      
(incorporated by reference to referenced exhibit number of the    
   Company's Current Report on Form 8-K as filed with the Securities and
  Exchange Commission on August 7, 1995, Commission File No. 0-13941).
3.1    Certificate of Incorporation of AST Research, Inc., a Delaware           
Corporation, as amended (incorporated by reference to referenced  
      exhibit number of the Company's Current Report on Form 8-K as filed with
       the Securities and Exchange Commission on August 7, 1995, Commission File
No. 0-13941).                                                     
3.2    Bylaws of AST Research, Inc., a Delaware corporation, as amended         
(incorporated by reference to exhibit number 99.4 of the Company's
  Current Report on Form 8-K as filed with the Securities and Exchange
Commission on December 22, 1995, Commission File No. 0-13941).    
4.1    Form of Amended and Restated Rights Agreement dated as of January 28,    
  1994 between the Company and American Stock Transfer & Trust Co., as
     Successor Rights Agent (incorporated by reference to referenced exhibit
  number of the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 1, 1994), and Certificate of Designation of 
Preferred Stock and Rights Certificate and Summary of Terms of the
      Company's Shareholder Rights Plan which were included as exhibits to the
    original Rights Agreement dated as of August 15, 1989 (incorporated by
    reference to Exhibit 1 of the Company's Registration Statement on Form
    8-A as filed with the Securities and Exchange Commission on August 14,
1989, Commission File No. 0-13941).                               
4.1.1  Amendment to Rights Plan dated as of March 1, 1995 between AST           
      Research, Inc. and American Stock Transfer & Trust Co. (incorporated  by
       reference to referenced exhibit number of the Company's Current Report on
    Form 8-K as filed with the Securities and Exchange Commission on March
3, 1995, Commission File No. 0-13941).                            
5.#    Opinion of Stradling, Yocca, Carlson & Rauth, a Professional             
Corporation.                                                      
10.7   Promissory Note dated as of July 12, 1993 between AST Research, Inc.     
    and Tandy Corporation (incorporated by reference to referenced exhibit
  number of the Company's Current Report on Form 8-K as filed with the
      Securities and Exchange Commission on July 28, 1993, Commission File No.
0-13941).                                                         
10.8   First Amendment dated September 22, 1993 to Promissory Note dated July   
     12, 1993 between AST Research, Inc. and Tandy Corporation (incorporated
      by reference to referenced exhibit number of the Company's Annual Report
      on Form 10-K for the fiscal year ended July 3, 1993, Commission File No.
0-13941).                                                         
10.9   Second Amendment dated October 14, 1993 to Promissory Note dated July    
     12, 1993 between AST Research, Inc. and Tandy Corporation (incorporated
       by reference to referenced exhibit number of the Company's Current Report
 on Form 8-K as filed with the Securities and Exchange Commission on
October 29, 1993, Commission File No. 0-13941).                   
10.10  Third Amendment dated December 30, 1993 to Promissory Note dated July    
     12, 1993 between AST Research, Inc. and Tandy Corporation (incorporated
       by reference to referenced exhibit number of the Company's Current Report
   on Form 8-K/A as filed with the Securities and Exchange Commission on
January 10, 1994, Commission File No. 0-13941).                   

II-2

10.17  Letter of Credit Agreement dated July 31, 1995 between AST Research,     
    Inc., and Samsung Electronics Company, Ltd. (incorporated by reference
       to referenced exhibit number of the Company's Current Report on Form  8-K
     as filed with the Securities and Exchange Commission on August 7, 1995,
Commission File No. 0-13941).                                     
10.18  Registration Rights Agreement dated July 31, 1995 between AST            
   Research, Inc. and Samsung Electronics Company, Ltd. (incorporated by
    reference to referenced exhibit number of the Company's Current Report
 on Form 8-K as filed with the Securities and Exchange Commission on
August 7, 1995, Commission File No. 0-13941).                     
10.19  Stockholder Agreement dated July 31, 1995 between AST Research, Inc.     
 and Samsung Electronics Company, Ltd. (incorporated by reference to
   referenced exhibit number of the Company's Current Report on Form 8-K
     as filed with the Securities and Exchange Commission on August 7, 1995,
Commission File No. 0-13941).                                     
10.20  Amendment No. 1 to Stockholder Agreement dated December 21, 1995 to      
      Stockholder Agreement dated July 31, 1995 between AST Research, Inc. and
 Samsung Electronics Company Co., Ltd. (incorporated by reference to
      exhibit number 99.3 of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on December 22, 1995, 
Commission File No. 0-13941).                                     
10.29  General Terms Agreement dated July 31, 1995 between AST Research, Inc.   
and Samsung Electronics Co., Ltd. (incorporated by reference to   
   referenced exhibit number of the Company's Current Report on Form 8-K
     as filed with the Securities and Exchange Commission on August 7, 1995,
Commission File No. 0-13941).                                     
10.30  Letter Agreement dated July 31, 1995 between AST Research, Inc. and      
    Samsung Electronics Co., Ltd. (incorporated by reference to referenced
      exhibit number of the Company's Current Report on Form 8-K as filed with
       the Securities and Exchange Commission on August 7, 1995, Commission File
No. 0-13941).                                                     
10.32  Additional Support Agreement dated December 21, 1995 between AST         
Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by 
      reference to exhibit number 99.2 of the Company's Current Report on Form
  8-K as filed with the Securities and Exchange Commission on December
22, 1995, Commission File No. 0-13941).                           
10.33  Loan Agreement and Promissory Note dated November 20, 1995 between AST   
   Research, Inc. and Samsung Electronics America, Inc. (incorporated by
reference to the referenced exhibit number of the Company's Annual
      Report on Form 10-K as filed with the Securities and Exchange Commission
on March 28, 1996, Commission File No. 0-13941).                  
10.34  Credit Agreement dated December 27, 1995 among AST Research, Inc.,       
   Bank of America NT & SA as agent and the other financial institutions
party hereto.                                                     
10.35  First Amendment to Credit Agreement dated February 29, 1996 among AST    
      Research, Inc., Bank of America NT & SA as agent and the other financial
institutions party hereto.                                        
10.37* Form of Indemnification Agreement, as amended to date.                   
10.38* Form of Indemnification Trust Agreement (incorporated by reference to    
   referenced exhibit number of the Company's Registration of Securities
     of Certain Successor Issuers on Form 8-B, Commission File No. 0-13941).
23.1 # Consent of Stradling, Yocca, Carlson & Rauth, a Professional             
Corporation (See Exhibit 5).                                      
23.2 # Consent of Ernst & Young LLP.                                            
24. #  Power of Attorney (included on the signature pages to the Registration   
Statement - see page II-5 and page II-6).                         
27. #  Financial Data Schedule.                                                 

#     Filed herewith.                                                         
*     Indicates a management contract or compensatory plan or arrangement.    

Item 17.  Undertakings.                                                         
-----------------------                                                         
(a)  The undersigned registrant hereby undertakes:          

          (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration
statement:                                        

                         (i)  To include any material information with
             respect to the plan of distribution not previously disclosed in
        this registration statement or any material change to such
information in this registration statement.       

II-3

                          (ii) To reflect in the prospectus any facts or
         events arising after the effective date of the registration
             statement (or the most recent post-effective amendment thereof)
              which, individually or in the aggregate, represent a fundamental
     change in the information set forth in the registration
statement; and                                    

                          (iii) To include any material information with
             respect to the plan of distribution not previously disclosed in
       the registration statement or any material change to such
information in the registration statement;        

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the registrant
   pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.                           

               (2)  That, for the purpose of determining any liability under the
        Securities Ac, each such post-effective amendment shall be deemed to
      be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.        

            (3)  To remove from registration, by means of a post-effective
         amendment, any of the securities being registered which remain unsold
at the termination of the offering.                         

 (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of
 the Exchange Act, that is incorporated by reference in the registration
  statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.    

(h)  Insofar as indemnification for liabilities arising under the     
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or    
otherwise, the registrant has been advised that in the opinion of the 
  Commission such indemnification is against public policy as expressed in
   the Securities Act and is, therefore, unenforceable.  In the event that a
    claim for indemnification against such liabilities (other than the payment
  by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or  
    controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate    
 jurisdiction the question whether such indemnification by it is against
  public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.                                 

(i)  The undersigned registrant hereby undertakes that:               

      (1)  For purposes of determining any liability under the
       Securities Act, the information omitted from the form of prospectus
      filed as part of this registration statement in reliance upon Rule
      430A and contained in a form of prospectus filed by the registrant
        pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
       shall be deemed to be part of this registration statement as of the
time it was declared effective.                             

         (2)  For the purpose of determining any liability under the
         Securities Act, each post-effective amendment that contains a form of
          prospectus shall be deemed to be a new registration statement relating
          to the securities offered therein, and the offering of such securities
     at that time shall be deemed to be the initial bona fide offering
thereof.                                                    

II-4                

SIGNATURES                

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-3 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Irvine, State of California, on the 6th day of June, 
1996.                                                                           

AST RESEARCH, INC.  

 By:  /s/ Ian W. Diery
  Ian W. Diery
                           President and Chief Executive Officer

POWER OF ATTORNEY                 

     We, the undersigned officers and directors of AST Research, Inc., do hereby
constitute and appoint Ian W. Diery, as the undersigned's true and lawful       
attorney-in-fact and agent, with full power of substitution and resubstitution, 
for the undersigned and in his name, place and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments or supplements to   
this Registration Statement, and to file the same, with exhibits thereto, and   
other documents in connection therewith, with the Securities and Exchange       
Commission, granting unto said attorney-in-fact and agent full power and        
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as   
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may     
lawfully do or cause to be done by virtue hereof.                               

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the     
capacities and on the dates indicated.                                          

Signature                 Title                              Date               

/s/ Ian W. Diery          President, Chief Executive         June 7, 1996       
Ian W. Diery              Officer and Director                                  
 (Principal Executive Officer)

/s/ Joseph E. Norberg     Senior Vice President and          June 7, 1996       
Joseph E. Norberg         Chief Financial Officer                               

/s/ Mark P. de Raad       Vice President, Finance, Treasurer June 7, 1996       
Mark P. de Raad           and Principal Accounting Officer                      

/s/ Safi U. Qureshey      Chairman of the Board and                             
Safi U. Qureshey          Director                           June 7, 1996       

II-5

/s/ Hyeon-Gon Kim          Director                          June 7, 1996       
Hyeon-Gon Kim                                                                   

/s/ Richard J. Goeglein    Director                          June 7, 1996       
Richard J. Goeglein                                                             

/s/ Kwang-Ho Kim           Director                          June 7, 1996       
Kwang-Ho Kim                                                                    

/s/ Young Soo Kim          Director                          June 7, 1996       
Young Soo Kim                                                                   

/s/ Jack W. Peltason       Director                          June 7, 1996       
Jack W. Peltason                                                                

/s/ Carmelo J. Santoro     Director                          June 7, 1996       
Carmelo J. Santoro, Ph.D.                                                       

/s/ Won Suk Yang           Director                          June 7, 1996       
Won Suk Yang                                                                    

/s/ Hee Dong Yoo           Director                          June 7, 1996       
Hee Dong Yoo                                                                    

/s/ Bo-Soon Song           Director                          June 7, 1996       
Bo-Soon Song                                                                    

II-6  

   EXHIBIT INDEX

   Exhibit
Number                  Description                                             

2.1     Agreement for Purchase and Sale of Assets dated June 30, 1993 between   
  AST Research, Inc. and Tandy Corporation, TE Electronics, Inc. and
     GRiD Systems Corporation.  The Schedules have been omitted and are as
   described in the Agreement (incorporated by reference to referenced
   exhibit number of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on July  28, 1993,  
Commission File No. 0-13941).                                   
2.1.1   Sales Agreement dated July 13, 1993 between AST Research, Inc. and      
     Tandy Corporation pursuant to the Agreement for the Purchase and Sale
      of Assets dated June 30, 1993 (incorporated by reference to referenced
  exhibit number of the Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 1993, Commission File No. 0-13941).   
2.1.2   Circuit Board Purchase Agreement dated July 13, 1993 between AST        
    Research, Inc. and TE Electronics Inc. pursuant to the Agreement for
    the Purchase and Sale of Assets dated June 30, 1993 (incorporated by
     reference to referenced exhibit number of the Company's Annual Report
    on Form 10-K for the fiscal year ended July 3, 1993, Commission File
No. 0-13941).                                                   
2.1.3   Agreement of Sale of Going Business (English translation) between AST   
  Research France and Tandy GRiD France, effective September 1, 1993
(incorporated by reference to referenced exhibit number of the  
     Company's Current Report on Form 8-K as filed with the Securities and
      Exchange Commission on October 29, 1993, Commission File No. 0-13941).
2.2     Agreement of Stock Purchase dated as of February 27, 1995 between AST   
    Research, Inc. and Samsung Electronics Company Ltd. (incorporated by
      reference to referenced exhibit number of the Company's Current Report
   on Form 8-K as filed with the Securities and Exchange Commission on
March 3, 1995, Commission File No. 0-13941).                    
2.2.1   Amendment No. 1 to Stock Purchase Agreement dated as of June 1, 1995    
between AST Research, Inc. and Samsung Electronics Co., Ltd.    
(incorporated by reference to referenced exhibit number of the  
     Company's Solicitation/Recommendation Statement on Amendment No. 1 to
    Schedule  14D-9 as filed with the Securities and Exchange Commission
on June 8,  1995, SEC File No. 005-44159).                      
2.2.2   Amendment No. 2 to Stock Purchase Agreement dated as of July 29, 1995   
between AST Research, Inc. and Samsung Electronics Co., Ltd.    
(incorporated by reference to referenced exhibit number of the  
     Company's Current Report on Form 8-K as filed with the Securities and
    Exchange Commission on August 7, 1995, Commission File No. 0-13941).
3.1     Certificate of Incorporation of AST Research, Inc., a Delaware          
Corporation, as amended (incorporated by reference to referenced
   exhibit number of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on August 7, 1995,  
Commission File No. 0-13941).                                   
3.2     Bylaws of AST Research, Inc., a Delaware corporation, as amended        
  (incorporated by reference to exhibit number 99.4 of the Company's
    Current Report on Form 8-K as filed with the Securities and Exchange
Commission on December 22, 1995, Commission File No. 0-13941).  
4.1     Form of Amended and Restated Rights Agreement dated as of January 28,   
    1994 between the Company and American Stock Transfer & Trust Co., as
Successor Rights Agent (incorporated by reference to referenced 
     exhibit number of the Company's Quarterly Report on Form 10-Q for the
     fiscal quarter ended January 1, 1994), and Certificate of Designation
     of Preferred Stock and Rights Certificate and Summary of Terms of the
    Company's Shareholder Rights Plan which were included as exhibits to
the original Rights Agreement dated as of August 15, 1989       
     (incorporated by reference to Exhibit 1 of the Company's Registration
Statement on Form  8-A as filed with the Securities and Exchange
Commission on August 14, 1989, Commission File No. 0-13941).    
4.1.1   Amendment to Rights Plan dated as of March 1, 1995 between AST          
    Research, Inc. and American Stock Transfer & Trust Co. (incorporated
  by reference to referenced exhibit number of the Company's Current
Report on Form 8-K as filed with the Securities and Exchange    
Commission on March 3, 1995, Commission File No. 0-13941).      
5.#     Opinion of Stradling, Yocca, Carlson & Rauth, a Professional            
Corporation.                                                    
10.7    Promissory Note dated as of July 12, 1993 between AST Research, Inc.    
      and Tandy Corporation (incorporated by reference to referenced exhibit
    number of the Company's Current Report on Form 8-K as filed with the
    Securities and Exchange Commission on July 28, 1993, Commission File
No. 0-13941).                                                   
10.8    First Amendment dated September 22, 1993 to Promissory Note dated July  
12, 1993 between AST Research, Inc. and Tandy Corporation       
(incorporated by reference to referenced exhibit number of the  
      Company's Annual Report on Form 10-K for the fiscal year ended July 3,
1993, Commission File No. 0-13941).                             
10.9    Second Amendment dated October 14, 1993 to Promissory Note dated July   
12, 1993 between AST Research, Inc. and Tandy Corporation       
(incorporated by reference to referenced exhibit number of the  
     Company's Current Report on Form 8-K as filed with the Securities and
      Exchange Commission on October 29, 1993, Commission File No. 0-13941).
10.10   Third Amendment dated December 30, 1993 to Promissory Note dated July   
12, 1993 between AST Research, Inc. and Tandy Corporation       
(incorporated by reference to referenced exhibit number of the  
   Company's Current Report on Form 8-K/A as filed with the Securities
and Exchange Commission on January 10, 1994, Commission File No.
0-13941).                                                       
10.17   Letter of Credit Agreement dated July 31, 1995 between AST Research,    
      Inc., and Samsung Electronics Company, Ltd. (incorporated by reference
    to referenced exhibit number of the Company's Current Report on Form
     8-K as filed with the Securities and Exchange Commission on August 7,
1995, Commission File No. 0-13941).                             
10.18   Registration Rights Agreement dated July 31, 1995 between AST           
     Research, Inc. and Samsung Electronics Company, Ltd. (incorporated by
      reference to referenced exhibit number of the Company's Current Report
   on Form 8-K as filed with the Securities and Exchange Commission on
August 7, 1995, Commission File No. 0-13941).                   
10.19   Stockholder Agreement dated July 31, 1995 between AST Research, Inc.    
   and Samsung Electronics Company, Ltd. (incorporated by reference to
     referenced exhibit number of the Company's Current Report on Form 8-K
 as filed with the Securities and Exchange Commission on August 7,
1995, Commission File No. 0-13941).                             
10.20   Amendment No. 1 to Stockholder Agreement dated December 21, 1995 to     
    Stockholder Agreement dated July 31, 1995 between AST Research, Inc.
    and Samsung Electronics Company Co., Ltd. (incorporated by reference
     to exhibit number 99.3 of the Company's Current Report on Form 8-K as
 filed with the Securities and Exchange Commission on December 22,
1995, Commission File No. 0-13941).                             
10.29   General Terms Agreement dated July 31, 1995 between AST Research, Inc.  
and Samsung Electronics  Co., Ltd. (incorporated by reference to
     referenced exhibit number of the Company's Current Report on Form 8-K
 as filed with the Securities and Exchange Commission on August 7,
1995, Commission File No. 0-13941).                             
10.30   Letter Agreement dated July 31, 1995 between AST Research, Inc. and     
      Samsung Electronics Co., Ltd. (incorporated by reference to referenced
   exhibit number of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on August 7, 1995,  
Commission File No. 0-13941).                                   
10.32   Additional Support Agreement dated December 21, 1995 between AST        
 Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by
   reference to exhibit number 99.2 of the Company's Current Report on
Form 8-K as filed with the Securities and Exchange Commission on
December 22, 1995, Commission File No. 0-13941).                
10.33   Loan Agreement and Promissory Note dated November 20, 1995 between AST  
     Research, Inc. and Samsung Electronics America, Inc. (incorporated by
  reference to the referenced exhibit number of the Company's Annual
Report on Form 10-K as filed with the Securities and Exchange   
Commission on March 28, 1996, Commission File No. 0-13941).     
10.34   Credit Agreement dated December 27, 1995 among AST Research, Inc.,      
     Bank of America NT & SA as agent and the other financial institutions
party hereto.                                                   
10.35   First Amendment to Credit Agreement dated February 29, 1996 among AST   
Research, Inc., Bank of America NT & SA as agent and the other  
financial institutions party hereto.                            
10.37*  Form of Indemnification Agreement, as amended to date.                  
10.38*  Form of Indemnification Trust Agreement (incorporated by reference to   
     referenced exhibit number of the Company's Registration of Securities
of Certain Successor Issuers on Form 8-B, Commission File No.   
0-13941).                                                       
23.1 #  Consent of Stradling, Yocca, Carlson & Rauth, a Professional            
Corporation (See Exhibit 5).                                    
23.2 #  Consent of Ernst & Young LLP.                                           
24. #   Power of Attorney (included on the signature pages to the Registration  
Statement - see page II-5 and page II-6).                       
27. #   Financial Data Schedule.                                                

#   Filed herewith.                                                     
*   Indicates a management contract or compensatory plan or arrangement.
_______________________________                                                 

Dates Referenced Herein   and   Documents Incorporated By Reference

This S-3 Filing		Date		Other Filings
		6/30/93
		7/3/93
		7/12/93
		7/13/93
		7/28/93
		9/1/93
		9/22/93
		10/14/93
		10/29/93
		12/30/93
		1/1/94		10-Q
		1/10/94
		1/28/94
		2/15/94		10-Q
		2/27/95		8-K
		3/1/95
		3/3/95		8-K
		6/1/95
		6/8/95		SC 14D1/A, SC 14D9/A
		7/1/95		10-K
		7/2/95
		7/11/95		SC 14D1/A
		7/29/95
		7/31/95		10-C, 8-K
		8/7/95		8-K
		8/23/95
		8/25/95
		9/6/95		8-K
		9/18/95		8-K
		9/21/95		8-K
		9/25/95		8-K
		9/29/95		10-K
		9/30/95		10-Q
		11/6/95		8-K
		11/8/95		8-K
		11/14/95		10-Q
		11/20/95
		11/22/95		8-K
		12/11/95		DEF 14A
		12/21/95
		12/22/95		8-K, SC 13D/A
		12/27/95
		12/30/95		10-K
		2/1/96		8-K
		2/29/96
		3/28/96		10-K
		3/30/96		10-Q
		5/1/96
		5/14/96		10-Q
		5/24/96		8-K
		5/31/96
		6/3/96
		6/7/96
Filed On / Filed As Of		6/11/96
		7/11/96		10-C
		12/15/98
Top				List All Filings