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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-C
                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER

                             TERA COMPUTER COMPANY
                 (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
               2815 EASTLAKE AVENUE EAST, SEATTLE, WA 98102-3027
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                 (206) 325-0800
                    (TELEPHONE NUMBER, INCLUDING AREA CODE)


                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

        Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:

        1.  Title of security: Redeemable Common Stock Purchase Warrants
        2.  Number of shares outstanding before the change: 1,358,398 Warrants
        3.  Number of shares outstanding after the change: 2,538,398 Warrants
        4.  Effective date of change: July 11, 1996
        5.  Method of change: Private Placement

        Give brief description of transaction: The Company concluded on July
11, 1996, a private placement of Units, each Unit consisting of two shares of
Series A Convertible Preferred Stock and one Redeemable Common Stock Purchase
Warrant, with H.J. Meyers & Co., Inc. of Rochester, New York, acting as the
Company's Sales Agent, in which the Company raised a total of $8,024,000. The
Redeemable Common Stock Purchase Warrants are identical to the Redeemable
Common Stock Purchase Warrants (the "Warrants") traded on the Nasdaq Smallcap
Market under the symbol "TERAW," except that the newly issued Warrants are
subject to resale restrictions because of the private sale. Due to antidilution
provisions contained in the Warrants, the exercise price of the Warrants has
been changed so that the exercise price will be $5.94 per share of Common Stock
through March 24, 1998, and $6.74 per share of Common Stock thereafter through
September 24, 2000, at which time the Warrants will expire, and the number of
shares of Common Stock upon the exercise of each outstanding Warrant has
increased from 1 share to 1.21 shares through May 24, 1998, and 1.25 shares
thereafter through September 24, 2000.

        The above numbers do not include 85,000 Warrants which are issuable to
J.H. Meyers & Co., Inc. pursuant to a Representative's Warrant issued in
connection with the


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Company's initial public offering in September 1995 or 118,000 Warrants also
issuable to H.J. Meyers & Co., Inc. pursuant to a Sales Agent's Warrant issued
in connection with the private placement described above.


                         II.  CHANGE IN NAME OF ISSUER

        1.  Name prior to change
        2.  Name after change
        3.  Effective date of charter amendment changing name
        4.  Date of shareholder approval of change, if required


                                   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.


Date:  July 15, 1996                    TERA COMPUTER COMPANY

                                        By: /s/ James E. Rottsolk
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                                            James E. Rottsolk
                                            Chief Executive Officer
                                            and Chief Financial Officer


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