SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   FORM 10-Q/A

                   QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended June 30, 1996               Commission File Number 0-13071


                             INTERPHASE CORPORATION
             (Exact name of registrant as specified in its charter)

                  Texas                                   75-1549797
         (State of incorporation)             (IRS Employer Identification No.)


                        13800 Senlac, Dallas, Texas 75234
                    (Address of principal executive offices)



                                 (214)-654-5000
              (Registrant's telephone number, including area code)

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Indicate by check mark whether the registrant (1) has filed all reports required
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.     Yes [x]    No [ ]

- --------------------------------------------------------------------------------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

         Class                                 Outstanding at August 6, 1996
         -----                                 -----------------------------

Common Stock, No par value                              5,350,218




                             INTERPHASE CORPORATION

Part II- Other Information


     Item 4. Amended-Submission of Matters to a vote of Security Holders


Matter 1

An election of directors  of the Company to serve until the next annual  meeting
for the  Company  was held.  Additional  votes  cast in  matter 1 as  originally
reported in the 10Q as of June 30, 1996 were as follows: James F.
Halpin, votes cast for 4,168,038, votes withheld 290,711.


SIGNATURE


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 thereunto duly authorized.


                                                  INTERPHASE CORPORATION
                                                      (Registrant)



Date:  August 29, 1996


                                                  /s/ Robert L. Drury
                                                  -------------------
                                                  Robert L. Drury
                                                  Chief Financial Officer and
                                                  Vice President Finance
                                                  (Principal Financial and
                                                  Accounting officer)