SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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                                AMENDMENT NO. 2
                                      TO
                                SCHEDULE 14D-1

                  TENDER OFFER STATEMENT PURSUANT TO SECTION
                14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 SCHEDULE 13D
                                (RULE 13d-101)

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 16)

                              AST RESEARCH, INC.
                           (Name of Subject Company)

                         SAMSUNG ELECTRONICS CO., LTD.

                                   (Bidder)

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
                       (INCLUDING THE ASSOCIATED RIGHTS)
                        (Title of Class of Securities)

                                   001907104

                     (CUSIP Number of Class of Securities)

                             JAE CHANG LEE, ESQ.
                         SAMSUNG ELECTRONICS CO., LTD.
                             SAMSUNG MAIN BUILDING
                        250,2-KA, TAEPYUNG-RO, CHUNG-KU
                             SEOUL, KOREA 100-742
                               011-82-2-727-7100

  (Name, Address and Telephone Number of Person Authorized to Receive Notices
                    and Communications on Behalf of Bidder)

                                   COPIES TO:

    THOMAS D. MAGILL, ESQ.                             HENRY LESSER, ESQ.
 GIBSON, DUNN & CRUTCHER LLP                          IRELL & MANELLA LLP
JAMBOREE CENTER, 4 PARK PLAZA                 333 SOUTH HOPE STREET, SUITE 3300
  IRVINE, CALIFORNIA  92614                     LOS ANGELES, CALIFORNIA 90071
      (714) 451-3800                                    (213) 620-1555


 
     This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (the 
"Schedule 14D-1") dated April 21, 1997 and Amendment No. 16 to the Schedule 13D 
dated March 6, 1995, as amended, of Samsung Electronics Co., Ltd., a Korean 
corporation ("Purchaser"), amends and supplements the tender offer by Purchaser 
to purchase all outstanding shares of common stock, par value $.01 per share 
(the "Common Stock"), of AST Research, Inc., a Delaware corporation (the 
"Company") and the associated preferred stock purchase rights (the "Rights" and 
together with the Common Stock, the "Shares") issued pursuant to the Company's 
Amended and Restated Rights Agreement, dated January 28, 1994, between the 
Company and American Stock Transfer and Trust Company, as Successor Rights 
Agent, as amended by the First Amendment to Rights Agreement, dated as of March 
1, 1995, and the Second Amendment to Rights Agreement, dated as of April 15,
1997, not owned by Samsung or its affiliates at $5.40 per Share, net to the 
seller in cash, as set forth in the Offer to Purchase dated April 21, 1997 (the 
"Offer to Purchase") and the related Letter of Transmittal.

     Capitalized terms used and not otherwise defined herein shall have the 
meanings given such term in the Schedule 14D-1.

ITEM 10. ADDITIONAL INFORMATION

     Items 10(b)-(c) are hereby amended and supplemented by addition of the 
following information thereto:

     A copy of Purchaser's press release with respect to early termination of 
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 
1976 is filed as Exhibit (a)(9) to the Schedule 14D-1 and is incorporated herein
by reference.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS

     (a)(9)  Press release dated May 5, 1997.

 
                                   SIGNATURES
 
  After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
 
                                          SAMSUNG ELECTRONICS, CO., LTD.
                                                  
                                          By:     /s/ JAE CHANG LEE
                                                 ------------------------------
                                          Name:  Jae Chang Lee
                                          Title: Director/General Legal Counsel
 
 
Dated: May 5, 1997

EX-99.(A)(9)

 
                                                                  EXHIBIT (a)(9)

                                 PRESS RELEASE

FOR IMMEDIATE RELEASE:
- ---------------------

                    SAMSUNG ELECTRONICS CO., LTD. ANNOUNCES
                    EARLY TERMINATION OF HART-SCOTT-RODINO

IRVINE, CA, May 5, 1997 -- Samsung Electronics Co., Ltd. announced that it was 
granted early termination of the waiting period under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976 in connection with its previously announced 
tender offer to acquire all of the outstanding shares of common stock of AST 
Research, Inc. (NASDAQ: ASTA) not currently owned by Samsung for $5.40 per 
share. Termination of the Hart-Scott-Rodino waiting period satisfies one of the 
conditions to Samsung's tender offer, which remains subject to receipt of 
certain other governmental approvals, including approval by the government of 
the Republic of Korea. The tender offer is currently scheduled to expire on May 
19, 1997, unless extended.

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