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

                                  SCHEDULE 14D-1

                              TENDER OFFER STATEMENT

                                   PURSUANT TO
             SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 2)
                                 _______________


                                NORAND CORPORATION
                            (Name of Subject Company)

                                WESTERN ATLAS INC.
                              WAI ACQUISITION CORP.
                                    (Bidders)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                          (Title of Class of Securities)

                                   655421 10 5
                      (CUSIP Number of Class of Securities)


                                NORMAN L. ROBERTS
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                WESTERN ATLAS INC.
                             360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210
                            TELEPHONE:  (310) 888-2700
          (Names, Addresses and Telephone Numbers of Persons Authorized 
          to Receive Notices and Communications on Behalf of Bidder)

                                 With a copy to:

                              ELLIOTT V. STEIN, ESQ.
                          WACHTELL, LIPTON, ROSEN & KATZ
                               51 WEST 52ND STREET
                            NEW YORK, NEW YORK  10019
                            TELEPHONE:  (212) 403-1000







                   This Amendment No. 2 amends and supplements the
         Tender Offer Statement on Schedule 14D-1 filed with the Securi-
         ties and Exchange Commission (the "Commission") on January 24,
         1997 (the "Schedule 14D-1"), by WAI Acquisition Corp. (the
         "Purchaser"), a Delaware corporation and a wholly owned subsid-
         iary of Western Atlas Inc., a Delaware corporation ("Parent"),
         to purchase all outstanding shares of Common Stock, par value
         $0.01 per share (the "Shares"), of Norand Corporation, a
         Delaware corporation (the "Company"), upon the terms and sub-
         ject to the conditions set forth in the Offer to Purchase,
         dated January 24, 1997 (the "Offer to Purchase"), and in the
         related Letter of Transmittal (which collectively constitute
         the "Offer") at a purchase price of $33.50 per Share, net to
         the tendering shareholder in cash.  Capitalized terms used and
         not defined herein shall have the meanings assigned to such
         terms in the Offer to Purchase and the Schedule 14D-1.

         ITEM 10.  ADDITIONAL INFORMATION.

                   The introductory clause of the first paragraph of
         Section 14 ("Certain Conditions of the Offer") of the Offer to
         Purchase is hereby amended to read as follows:

                        Notwithstanding any other provision of the
                   Offer, the Purchaser shall not be required to
                   accept for payment or, subject to any applicable
                   rules and regulations of the Commission,
                   including Rule 14e-1(c) promulgated under the
                   Exchange Act (relating to the Purchaser's
                   obligation to pay for or return tendered Shares
                   promptly after termination or withdrawal of the
                   Offer), pay for, and may delay the acceptance
                   for payment of any tendered Shares and, except
                   as set forth in the Merger Agreement, amend or
                   terminate the Offer as to any Shares not then paid
                   for if (i) the Minimum Condition shall have not
                   been satisfied, (ii) any applicable waiting
                   period under the HSR Act shall not have expired
                   or been terminated prior to the expiration of
                   the Offer or (iii) at any time after execution
                   of the Merger Agreement and before the
                   Expiration Date (or, in the case of subparagraph
                   (A) below, at any time after execution of the
                   Merger Agreement and before the time of payment
                   for any such Shares (whether or not any Shares
                   have theretofore been accepted for payment or
                   paid for pursuant to the Offer)), any of the
                   following conditions exists: 







                   The first sentence of the second full paragraph of
         Section 14 ("Certain Conditions of the Offer") of the Offer to
         Purchase is hereby amended to read as follows:

                        The foregoing conditions are for the sole
                   benefit of Parent and the Purchaser and may be
                   asserted by Parent or the Purchaser regardless
                   of the circumstances (including any action or
                   inaction by Parent or the Purchaser) giving rise
                   to any such conditions and may be waived by
                   Parent or the Purchaser in whole or in part at
                   any time and from time to time, in each case, in
                   the exercise of the reasonable judgment of
                   Parent and the Purchaser and subject to the
                   terms of the Merger Agreement.





































                                       -2-







         ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.


         (a)(1)    --   Offer to Purchase, dated January 24, 1997.*

         (a)(2)    --   Letter of Transmittal.*

         (a)(3)    --   Letter to Brokers, Dealers, Commercial Banks,
                        Trust Companies and Nominees.*

         (a)(4)    --   Letter to Clients for use by Brokers, Dealers,
                        Commercial Banks, Trust Companies and Nominees.*

         (a)(5)    --   Notice of Guaranteed Delivery.*

         (a)(6)    --   Guidelines for Certification of Taxpayer Identi-
                        fication Number on Substitute Form W-9.*

         (a)(7)    --   Press Release issued by Parent on January 22,
                        1997.*

         (a)(8)    --   Form of Summary Advertisement dated January 24,
                        1997.*

         (a)(9)    --   Press Release issued by Parent on February 5,
                        1997.*

         (b)(1)    --   Credit Agreement, dated as of December 22, 1994
                        among Parent and the banks named therein,
                        together with Amendment No. 1 thereto dated as
                        of March 20, 1996.*

         (c)(1)    --   Agreement and Plan of Merger, dated as of
                        January 21, 1997, by and among the Company, the
                        Purchaser and Parent.*

         (c)(2)    --   Original Equipment Manufacturer Agreement dated
                        as of January 21, 1997 by and between Parent and
                        the Company.*

         (c)(3)    --   Confidentiality Agreement dated February 16,
                        1996 between Parent and the Company.*




         _____________________
         *  Previously filed.



                                       -3-





                                    SIGNATURE


                   After due inquiry and to the best of my knowledge and
         belief, I certify that the information set forth in this state-
         ment is true, complete and correct.


         Dated:  February 20, 1997

                                          WESTERN ATLAS INC.


                                       By:   /s/ Michael E. Keane          
                                          Name:  Michael E. Keane
                                          Title: Senior Vice President and
                                                 Chief Financial Officer



                                          WAI ACQUISITION CORP.


                                       By:   /s/ Michael E. Keane          
                                          Name:  Michael E. Keane
                                          Title: President





                                  EXHIBIT INDEX


         Exhibit
           No.          Description

         (a)(1)    --   Offer to Purchase, dated January 24, 1997.*

         (a)(2)    --   Letter of Transmittal.*

         (a)(3)    --   Letter to Brokers, Dealers, Commercial Banks,
                        Trust Companies and Nominees.*

         (a)(4)    --   Letter to Clients for use by Brokers, Dealers,
                        Commercial Banks, Trust Companies and Nominees.*

         (a)(5)    --   Notice of Guaranteed Delivery.*

         (a)(6)    --   Guidelines for Certification of Taxpayer Identi-
                        fication Number on Substitute Form W-9.*

         (a)(7)    --   Press Release issued by Parent on January 22,
                        1997.*

         (a)(8)    --   Form of Summary Advertisement dated January 24,
                        1997.*

         (a)(9)    --   Press Release issued by Parent on February 5,
                        1997.*

         (b)(1)    --   Credit Agreement, dated as of December 22, 1994
                        among Parent and the banks named therein,
                        together with Amendment No. 1 thereto dated as
                        of March 20, 1996.*

         (c)(1)    --   Agreement and Plan of Merger, dated as of
                        January 21, 1997, by and among the Company, the
                        Purchaser and Parent.*

         (c)(2)    --   Original Equipment Manufacturer Agreement dated
                        as of January 21, 1997 by and between Parent and
                        the Company.*

         (c)(3)    --   Confidentiality Agreement dated February 16,
                        1996 between Parent and the Company.*




         _____________________
         *  Previously filed.