8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            _______________________

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                            _______________________

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  OCTOBER 7, 1996

                         COMMISSION FILE NUMBER 0-19207

                            QUARTERDECK CORPORATION
             (Exact name of Registrant as specified in its charter)

                    DELAWARE                          95-4320650
         (State or  other jurisdiction of           (I.R.S. Employer
          incorporation or organization)           Identification No.)

   13160 MINDANAO WAY, MARINA DEL REY, CALIFORNIA         90292
      (Address of principal executive offices)          (Zip Code)


      Registrant's telephone number, including area code:  (310)  309-3700




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ITEM 5.  OTHER EVENTS

         On October 7, 1996, Quarterdeck Corporation issued a press release
announcing among other things, a comprehensive restructuring of the Company, its
expectation that it will suffer a significant loss for the quarter ended
September 30, 1996, a net loss for the fiscal year ended September 30, 1996, and
the completion of the issuance of a $20 million convertible preferred stock
offering. 


ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS.

         (c)     Exhibits.

                 99.1 October 7, 1996 press release.





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                                   SIGNATURES


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




                                       QUARTERDECK CORPORATION
                                             (REGISTRANT)



Date:  October 8, 1996                 \s\ KING R. LEE
                                       ------------------------------
                                       King R. Lee
                                       Office of the President,
                                       Director



Date:  October 8, 1996                 \s\ FRANK GREICO
                                       -------------------------------
                                       Frank Greico
                                       Sr. Vice President and
                                       Chief Financial Officer






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EX-99.1

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EXHIBITS:

Exhibit 99.1
October 7, 1996, Press Release


    QUARTERDECK RESTRUCTURES; DESIGNED TO RETURN OPERATIONS TO PROFITABILITY

                  SIGNIFICANT LOSS EXPECTED FOR FOURTH QUARTER


    MARINA DEL REY, Calif., Oct. 7 /PRNewswire/ -- Quarterdeck Corporation
(Nasdaq: QDEK) today announced a comprehensive company restructuring that
includes steps that re-shape the company's operations and are designed to
return the company to profitability.  In addition, the company has strengthened
its balance sheet with the completion of a $20 million convertible preferred
stock offering.

    Also, the company said that primarily as a result of these steps and other
operational issues, results for the fiscal fourth quarter and year-end will
fall well below expectations.  Costs associated with this restructuring,
previously announced acquisition related charges and less than expected
revenues will result in a significant charge to fiscal fourth quarter results
and will contribute to a net loss for the fiscal year ended September 30, 1996.

    Following the establishment of the Office of the President, comprised of
King R. Lee and Anatoly Tikhman, on August 27, 1996, a complete review of the
company's operations was commenced.  As a result of this review, initial
strategic decisions were taken to align the company's core products and
competencies with existing and future market directions and opportunities.

    King R. Lee, member of the Board of Directors and Office of the President,
said, "Our team is implementing plans to quickly restore Quarterdeck's strength
while strategically positioning the company for renewed growth under the
leadership of a permanent CEO.  We are focusing our staff back on the basics of
efficiency and product quality, and we have set common sense strategies to
build on our diverse and balanced product portfolio of established PC utilities
and promising new Internet software solutions."

    "Quarterdeck has an impressive inventory of technologies that were acquired
over the last year," said Anatoly Tikhman, member of the Office of the
President.  "Our new organization lets us capitalize on the synergy among our
technologies, develop and introduce new and exciting products more rapidly, and
increase the overall effectiveness of our marketing programs."

    Specifically, the company announced:

    -- The reduction of its work force by approximately 40 percent.  These
reductions will be achieved primarily through the elimination of redundant
positions resulting from the company's ten recent acquisitions and are intended
to bring the company in line with industry standards on revenue per employee.

    -- A new management structure designed to more efficiently address the
market opportunities and to more effectively integrate the large number of
acquisitions.  The company has been restructured around two business units and
a new direct-marketing business unit.

    -- Joe Fusco, previously with Symantec Corporation, has joined Quarterdeck
to head the Company's Utilities unit.  Joe Fusco joins Suzanne Dickson, newly
appointed head of the Communications and Collaboration unit, and Anatoly
Tikhman, who, in addition to his duties in the Office of the President, will
also lead the new Direct Marketing unit.





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    -- Expansion of the technology leadership position it has built with
products that provide effective solutions to the problems that PC users have.
This includes getting the best performance from ever more sophisticated PCs,
enhancing the exchange of information over the Internet and intranets, and
assisting users in managing the large amounts of information and software on
their PCs.  Future products will be integrated with industry-leading client and
server technologies from Netscape and Microsoft including support for Active-X.
In addition, Quarterdeck is developing several exciting new products that will
incorporate intelligent agents.  Quarterdeck believes it is well positioned to
develop these products with its extensive and experienced engineering staff.

    -- The completion of a $20 million convertible preferred stock offering.
Proceeds from this offering will be used for restructuring, working capital and
general corporate purposes.  Hambrecht & Quist served as placement agent on
this transaction.

    -- Shipments in the fourth quarter of new versions of MagnaRAM, HiJaak,
ProComm and a recently acquired utility Vertisoft Fix-It.  Quarterdeck also
plans to release a new version of CleanSweep and a new hard drive optimization
utility, Partition-It in the near future.

    Quarterdeck Corporation is a pioneer in the development of PC utilities and
Internet software.  The Company leads the industry in bringing utilities
solutions to the Windows and Macintosh environments and offers powerful
Internet and communications software tools.  Quarterdeck Corporation is
headquartered at 13160 Mindanao Way, Marina Del Rey, CA 90292.  Its European
headquarters are in Dublin, Ireland, with other offices in England, France and
Australia.  Further product availability and pricing information may be
obtained by calling 310-309-3755 or by accessing Quarterdeck's Internet website
at http://www.quarterdeck.com.

    When used in the preceding discussion, the words "expected to, designed to
or intended to" and similar conditional expressions are intended to identify
forward-looking statements.  Such statements are subject to certain risks and
uncertainties and actual results could differ materially from those expressed
in any of the forward-looking statements.  Such risks and uncertainties
include, but are not limited to, conditions in the general economy or the
software industry, the timely development and market acceptance of products and
technologies, competitive factors, demand for memory-management software
products, sell-through of products in the sales channels, successful
integration of acquisitions, the ability to secure additional sources of
financing and other risks described from time to time in Quarterdeck's SEC
reports and filings.

    NOTE:  Quarterdeck, HiJaak are registered trademarks of Quarterdeck
Corporation or its subsidiaries.  MagnaRAM, CleanSweep, Vertisoft Fix-It and
Partition-It are trademarks of Quarterdeck Corporation or its subsidiaries.
All other brand and product names are trademarks or registered trademarks of
their respective companies.

CONTACT: Media Contact: Audrey Pobre, 310-309-4221 or apobre@quarterdeck.com,
or Investor Contact: Frank Greico, 310-309-4232, both of Quarterdeck





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