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 ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  DECEMBER 3, 1996

                            QUARTERDECK CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware            0-19207               95-4320650
          (STATE OR OTHER     (COMMISSION FILE         (I.R.S. EMPLOYER
           JURISDICTION OF        NUMBER)              IDENTIFICATION NO.)
           INCORPORATION)

              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.

         A shareholder complaint was filed in the Superior Court of the State
of California, County of Los Angeles, against Quarterdeck Corporation (the
"Company") and a former officer and current officer of the company alleging,
among other things, violations of certain provisions of California securities
laws relating to statements made about the Company.  The suit is purportedly
brought on behalf of all persons who purchased the Company's common stock
during the period January 26, 1996 through June 13, 1996 and seeks damages in
an unspecified amount and other relief.  The Company intends to vigorously
defend against this action.  On December 3, 1996 the Company issued a press
release with respect to such shareholder lawsuit.  A copy of the press release
is filed herewith as exhibit 99.1.

         ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

                  (c)     Exhibits.

                  The following are filed as exhibits to this Current Report on
                  Form 8-K:

                  99.1 Press Release dated December 3, 1996.
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                                   SIGNATURES

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

                                        QUARTERDECK CORPORATION, a
                                        Delaware corporation

                                        By:  \s\  Frank R. Greico
                                             ---------------------------------
                                        Name:     Frank R. Greico
                                        Title:    Senior Vice President and
                                                  Chief Financial Officer
December 3, 1996

EX-99.1

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                                                                 EXHIBIT 99.1


                          AT THE FINANCIAL RELATIONS BOARD:
AT THE COMPANY:           Fiona Ross                  Moira Conlon/Renee Law
Frank Greico              General Information         Analyst Contact
Chief Financial Officer   11611 San Vicente Blvd.,    11611 San Vicente Blvd.,
(310) 309-3700            #700                        #700
                          Los Angeles, CA 90049       Los Angeles, CA 90049
                          (310) 442-0599              (310) 442-0599


FOR IMMEDIATE RELEASE
DECEMBER 3, 1996


               QUARTERDECK CORPORATION ANNOUNCES SHAREHOLDER SUIT


MARINA DEL REY, CA, December 3, 1996 -- Quarterdeck Corporation (Nasdaq: QDEK)
announced today that a shareholder complaint was filed in the Superior Court
of the State of California, county of Los Angeles, against the Company and a
former officer and current officer of the Company alleging, among other things,
violations of certain provisions of California securities laws relating to
statements made about the Company. The suit is purportedly brought on behalf of
all persons who purchased the Company's common stock during the period January
26, 1996 through June 13, 1996 and seeks damages in an unspecified amount
and other relief.

The Company intends to vigorously defend against this action.

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. 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.

For more information about Quarterdeck Corporation via facsimile at no cost,
simply call 1-800-PRO-INFO and dial client code 304.