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):                June 13, 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.

         On June 13, 1996, Quarterdeck Corporation (the "Company") issued a
press release with respect to expected results for the quarter ending June 30,
1996.  A copy of the press release dated June 13, 1996 with
respect thereto is filed as Exhibit 99.1.

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

                 (c)      Exhibits.

                          99.1    June 13, 1996 press release.


                                 Page 2 of 3 pages
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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

June 13, 1996





                                       Page 3 of 3 pages

EX-99.1

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                                  [LETTERHEAD]


           QUARTERDECK ANTICIPATES SHARPLY LOWER THAN EXPECTED SALES
                     AND A SUBSTANTIAL OPERATING LOSS IN Q3

                 Company Restructuring Planned To Reduce Costs
                        And Restore Profitability In Q4

        MARINA DEL REY, Calif., June 13 /PRNewswire/ -- Quarterdeck Corporation
(Nasdaq: QDEK) today announced it expects to report sharply lower sales and a
substantial operating loss for the third quarter ending June 30, 1996.  These
anticipated results are due primarily to: a significant decline in sell-through
levels for memory-management products that the company is about to update; a
decline to historic rates of sell-through of PROCOMM PLUS data communications
software following unusually high initial sell-through after the new-product
launch in the prior quarter; and slower-than-planned integration of the
company's acquisitions.

        Quarterdeck is accelerating the restructuring program that it began
earlier this quarter.  The company is consolidating all operations into two
divisions: Internet and Utilities, as it responds to changes in the utilities
market as well as the rapidly evolving Internet environment.  This program
seeks to return the company to profitability next quarter by: 1) helping
improve operating efficiencies; 2) creating management structures and product
groupings that allow the company to respond more effectively to changing market
trends; and 3) reducing operating costs through the expected layoff of
approximately 11 percent of its workforce.

        Quarterdeck Chief Executive Officer Gaston Bastiaens, said, "We believe
our utilities and internet business divisions each hold significant potential
for future growth.  Under this new structure, our teams will be better able to
develop synergies in high-growth products and technologies, and to
substantially reduce our time to market for new and upgraded applications.  The
steps we are now taking are expected to enable Quarterdeck to return to
profitability next quarter and to continue to develop our long-term strategies
to market multiple products in growth markets."

        As the company builds revenues, it expects to return to a sales level
in the fiscal fourth quarter that is expected to enable the company to exceed
30-percent revenue growth in fiscal 1996 over the $110 million (as restated for
acquisitions) that was reported in fiscal 1995.

        Bastiaens said, "In our utilities business, we anticipate short-term
weakness in sales of our memory management software before our fiscal fourth
quarter when we ship a new, more powerful version of MagnaRAM.  In the
meantime, we continue to succeed with other utility products and technologies
that bring practical, cost-effective solutions to high-growth market segments,
such as diagnostic and disk management support.



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        "In our Internet division, we are focusing on three strategic growth
areas of the Internet and corporate intranets: Information management
(WebCompass family of products which are first to market in an important new
category of information management tools); Communications/Collaboration
(PROCOMM, WebTalk, and TALKShow); and Web-Enabling (IWare Connect) solutions."
Bastiaens said.

        Quarterdeck plans several major upgrades in upcoming two quarters for
its Utility and Internet divisions.  These releases will include MagnaRAM,
CleanSweep, HiJaak PRO, WebCompass (including WebCompass for Workgroups) and a
32-bit version of PROCOMM PLUS, along with new diagnostic, disk utilities, and
communication products.

        About Quarterdeck

        Quarterdeck Corporation is a pioneer in the development of software
products in two strategic business areas: Utilities and the Internet.  The
company has led the industry in bringing utilities solutions to the Windows and
DOS environments with its award-winning QEMM memory management software.  The
company also offers an entire line of powerful, next-generation Internet tools
for corporate, small business and individual users, including the award-winning
WebCompass Professional, and the company's first product in the Communications
market, WebTalk.

        Quarterdeck Corporation's headquarters are located at 13160 Mindanao
Way, Marina del Rey, CA 90292.  The Dublin, Ireland office serves as its
European headquarters, with offices in England, France, and Australia.  For
Investor Relations questions, please call 310-309-3755.  Further product
availability and pricing information can be obtained by calling 310-309-3700, by
accessing Quarterdeck's Internet Web site at http://www.quarterdeck.com/, or by
sending an E-mail request to info@quarterdeck.com.

        Note;  Quarterdeck and QEMM are registered trademarks and MagnaRAM.
HiJaak PRO, CleanSweep, WebTalk and WebCompass Professional are trademarks of
Quarterdeck Corporation.  DATASTORM and PROCOMM PLUS are registered trademarks
of DATASTORM TECHNOLOGIES, INC.  All other brand and product names are
trademarks or registered trademarks of their respective companies.

        -0-                        6/13/96

        /CONTACT:  Frank Greico or Ellen Spooren of Quarterdeck Corporation or
Ina McGuinness or Cecilia Wilkinson of Pondel Parsons & Wilkinson, 310-309-3755
or investor@pondel.com/
        
        (QDEK)



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