Investment Banking Group

EXHIBIT 13


Investment Banking Group


10900 Wilshire Boulevard
Suite 900
Los Angeles, California
90024


LOGO OF MERRILL LYNCH


February 27, 1995


Board of Directors AST Research, Inc. 16215 Alton Parkway Irvine, CA 92718


Gentlemen:


AST Research, Inc. (the "Company") and Samsung Electronics Co., Ltd. (the "Purchaser") propose to enter into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which, among other things, the Purchaser will (i) acquire from the Company approximately 6.44 million newly issued shares of common stock, par value $0.01 per share (the "Common Stock") of the Company at a purchase price of $19.50 per share (the "Initial Purchase"), (ii) make a tender offer to purchase approximately 5.82 million shares of Common Stock at $22.00 per Share, net to the seller in cash (the "Tender Offer"), and (iii) acquire from the Company approximately 5.63 million newly issued shares of Common Stock of the Company at a purchase price of $22.00 per share (the "Subsequent Purchase") (such shares representing approximately 40.25% of the shares of Common Stock outstanding after giving effect to the various transactions). We further understand that the Company and the Purchaser propose to enter into certain other agreements including the Stockholder Agreement, the Strategic Alliance Agreement, the Letter of Credit Agreement and the Registration Rights Agreement (each as defined in the Stock Purchase Agreement) (collectively, the "Ancillary Agreements"). The Initial Purchase, the Tender Offer, the Subsequent Purchase and the transactions and arrangements provided for in the Ancillary Agreements are collectively referred to as the "Transactions". Consummation of the Tender Offer, the Subsequent Purchase and the transactions and arrangements provided for in the Ancillary Agreements is conditioned upon approval thereof by the holders of the Common Stock.


You have asked us whether, in our opinion, the proposed consideration to be received by the Company and the holders of the Common Stock (other than the Purchaser and its affiliates) in the ...