As filed with the Securities and Exchange Commission on February 10, 1997
                                                          Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

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



           MASSACHUSETTS         1986 STOCK INCENTIVE PLAN     04-2164398
  (State or other jurisdiction   (Full title of the plans)  (I.R.S. Employer
of incorporation or organization)                         Identification Number)
                        --------------------------------


                             150 CAMBRIDGEPARK DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02140
                                 (617) 873-2000
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                               RALPH A. GOLDWASSER
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                 BBN CORPORATION
                             150 CAMBRIDGEPARK DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02140
                                 (617) 873-2000
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)
                      ------------------------------------
<TABLE>
<CAPTION>
<S>                              <C>              <C>                      <C>                        <C>

                         CALCULATION OF REGISTRATION FEE


                                  Amount           Proposed maximum          Proposed maximum           Amount of
Title of each class of            to be            offering price            aggregate offering         registration
securities to be registered       registered<F1>    per share<F2>              price<F2>                   fee
Common Stock -- $1.00 Par Value:  850,000          $23.1875                  $19,709,375                $5,972.54
<FN>

<F1> This  Registration  Statement  also  covers  such  indeterminable  number
of additional  shares of Common Stock, par value $1.00 per share ("Common 
Stock"), of BBN  Corporation  (the  "Company") as may become  deliverable 
as a result of future adjustments in accordance with the Company's 1986 Stock
Incentive Plan.

<F2> The offering price has been estimated  solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of the
average high and low prices for the Common Stock on February 5, 1997 as
reported on the New York Stock Exchange.
</FN>
</TABLE>



                                EXPLANATORY NOTE

This registration  Statement covers 850,000 shares of the Company's Common Stock
to be issued pursuant to the Company's 1986 Stock Incentive Plan.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following  documents  previously filed by the Company with the Commission
pursuant to the Securities  Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference:

   (1)   The  Company's  Annual  Report on Form 10-K for the year ended June 30,
         1996,  including the portions of the Company's  Proxy  Statement  dated
         October 2, 1996 relating to its 1996 Annual Meeting of Shareholders.

   (2) The  Company's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
September 30, 1996.

   (3) The  Company's  Current  Report on Form 8-K filed with the  Commission on
November 14, 1996.

   (4)   The  description  of  the  Common  Stock  contained  in  the  Company's
         Registration  Statement on Form 8-A filed in 1961, as  supplemented  by
         the description of the Company's Common Stock Purchase Rights contained
         in its Registration Statement on Form 8-A filed on June 28, 1988.

   All other  reports  and other  documents  filed by the  Company  pursuant  to
Section  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the  termination  of this offering shall be
incorporated by reference into this  Registration  Statement and shall be deemed
to be a party of this  Registration  Statement  from the date of  filing of such
reports  and  documents.  Any  statement  contained  herein  or  in  a  document
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

   Not applicable.

Item 5.  Interests of Named Experts and Counsel.

   Not applicable.

Item 6.  Indemnification of Directors and Officers.

   The Company is organized under the laws of  Massachusetts.  The Massachusetts
Business Corporation Law provides that  indemnification of directors,  officers,
employees,  and other  agents of a  Massachusetts  corporation,  and persons who
serve at its  request as  directors,  officers,  employees,  or other  agents of
another  organization,  or who serve at its request in any capacity with respect
to any employee benefit plan, may be provided by the

                                       -1-


<PAGE>



corporation to whatever extent is specified in charter document or votes adopted
by its  shareholders,  except that no  indemnification  may be provided  for any
person  with  respect  to any  matter as to which  the  person  shall  have been
adjudicated  in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best  interest of the  corporation,  or to the
extent that such matter relates to services with respect to an employee  benefit
plan, with best interests of the  participants or beneficiaries of such employee
benefit plan. Under  Massachusetts  law, a corporation can purchase and maintain
insurance on behalf of any person against any liability  incurred as a director,
officer, employee, agent, or person serving at the request of the corporation as
a director,  officer,  employee,  or other agent of another organization or with
respect to any employee  benefit plan,  in his capacity as such,  whether or not
the  corporation  would  have the power to itself  indemnify  him  against  such
liability.

   The Company's  Restated  Articles of Organization  provide that a director of
the Company shall not be liable to the Company or its  shareholders for monetary
damages for breach of  fiduciary  duty as a director,  except to the extent that
such exculpation from liability is not permitted by the Business Corporation Law
of  Massachusetts  as the same  exists now or may  hereafter  be  amended.  Such
Restated Articles of Organization provide further that no amendment to or repeal
of the foregoing provision shall apply to or have any effect on the liability or
alleged  liability of any director for or with respect to any act or omission of
such director occurring prior to such amendment or repeal.

   The  Company's  By-laws  provide the  Company  shall,  to the extent  legally
permissible, indemnify each of its directors and officers (including persons who
serve at its request as directors, officers, or trustees of another organization
in which it has any interest,  as a shareholder,  creditor or otherwise) against
all  liabilities  and  expenses,  including  amounts  paid  in  satisfaction  of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in  connection  with the defense or  disposition  of any action,
suit or other proceeding, whether civil or criminal, in which he may be involved
or with which he may be threatened,  while in office or thereafter, by reason of
his being or having been such a director or officer,  except with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interests of the Company;  provided,  however, that as to any matter disposed of
by a  compromise  payment by such  director  or  officer,  pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any other
expenses shall be provided  unless such  compromise  shall be approved as in the
best   interests   of  the  Company,   after   notice  that  it  involves   such
indemnification,  (a) by a  disinterested  majority  of the  directors  then  in
office;  or (b) by a majority  of the  disinterested  directors  then in office,
provided that there has been obtained an opinion in writing of independent legal
counsel to the effect  that such  director  or officer  appears to have acted in
good faith in the reasonable belief that his action was in the best interests of
the Company; or (c) by the holders of a majority of the outstanding stock at the
time entitled to vote for directors,  voting as a single class, exclusive of any
stock owned by any interested  director or officer.  The By-laws further provide
that the right of indemnification  provided therein shall not be exclusive of or
affect any other rights to which any director or officer may be entitled.

   The Company  maintains a  Directors  and  Officers  Liability  and  Corporate
Reimbursement Insurance Policy and a Fiduciary  Responsibility  Insurance Policy
covering its directors and officers.

   Insofar as  indemnification  for liabilities under the Securities Act of 1933
may be permitted to  directors,  officers,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

   Not applicable.


                                       -2-

<PAGE>



Item 8.  Exhibits.

Exhibit

4.1      1986 Stock Incentive Plan, as amended through November 6, 1996.

5.1      Opinion of Ropes & Gray.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5.1
         to this Registration Statement).

24.1     Power of Attorney  (included on the signature page of this Registration
         Statement under the caption "Power of Attorney").

Item 9.  Undertakings.

   (a)   The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
   a post-effective amendment to this Registration Statement: (i) to include any
   prospectus  required by Section  10(a)(3) of the Securities Act of 1933, (ii)
   to reflect in the  prospectus any facts or events arising after the effective
   date  of the  Registration  Statement  (or  the  most  recent  post-effective
   amendment  thereof),  which,  individually  or in the aggregate,  represent a
   fundamental   change  in  the  information  set  forth  in  the  Registration
   Statement,  and (iii) to include any material information with respect to the
   plan of distribution not previously  disclosed in the Registration  Statement
   or any material  change to such  information in the  Registration  Statement;
   provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
   if the information  required to be included in a post-effective  amendment by
   those  paragraphs is contained in periodic  reports  filed by the  registrant
   pursuant to section 13 or section  15(d) of the  Securities  Exchange  Act of
   1934 that are incorporated by reference in the Registration Statement.

         (2) that,  for the  purpose  of  determining  any  liability  under the
   Securities Act of 1933, each such post-effective amendment shall be deemed to
   be a new registration  statement  relating to the securities offered therein,
   and the  offering of such  securities  at that time shall be deemed to be the
   initial bona fide offering thereof.

         (3) to remove from registration by means of a post-effective  amendment
   any of the securities being registered which remain unsold at the termination
   of the offering.

   (b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) The undersigned  Registrant  hereby  undertakes to deliver or cause to be
delivered with the Prospectus,  to each person to whom the Prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  Prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus,  to deliver, or
cause to be delivered to

                                       -3-

<PAGE>


each person to whom the Prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the Prospectus to provide such
interim financial information.

   (d) Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       -4-

<PAGE>

   Pursuant to the  requirements  of the  Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Cambridge, the Commonwealth of Massachusetts, on
this 6th day of February, 1997.

                                      BBN Corporation


                                      By: /s/George H. Conrades
                                          _____________________________________
                                          George H. Conrades
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant  to the  requirement  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George H. Conrades,  Ralph A. Goldwasser,  and
John Montjoy and each of them singly,  his or her true and lawful attorneys with
full power to them,  and each of them singly,  to sign for him or her and in his
or her name in the capacities indicated below any and all amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with exhibits thereto,  and other documents in connection  therewith,  and he or
she hereby  ratifies and  confirms  his or her  signature as it may be signed by
said attorneys, or any of them, to any and all such amendments.
<TABLE>
<CAPTION>
<S>                             <C>                                                <C>

Signature                        Capacity in Which Signed                           Date


/s/George H. Conrades            Chairman, President, Chief Executive Officer,      February 6, 1997
_____________________________    and Director
George H. Conrades
(principal executive officer)    


/s/Ralph A. Goldwasser           Senior Vice President and Chief Financial          February 6, 1997
_____________________________    Officer
Ralph A. Goldwasser
(principal financial officer)


/s/Paul F. Brauneis              Vice President and Controller                      February 6, 1997
_____________________________
Paul F. Brauneis
(principal accounting officer)


/s/John M. Albertine             Director                                           February 6, 1997
______________________________
John M. Albertine


/s/Lucie J. Fjeldstad            Director                                           February 6, 1997
______________________________                                               
Lucie J. Fjeldstad

                                       -5-

<PAGE>

/s/Max D. Hopper                Director                                            February 6, 1997                                
_________________________
Max D. Hopper


/s/Stephen R. Levy              Director                                            February 6, 1997
________________________
Stephen R. Levy


/s/Regis McKenna                Director                                            February 6, 1997
________________________
Regis McKenna


/s/Andrew L. Nichols            Director                                            February 6, 1997
________________________
Andrew L. Nichols


/s/Roger D. Wellington          Director                                            February 6, 1997
________________________
Roger D. Wellington

</TABLE>

                                       -6-

<PAGE>


                                  EXHIBIT INDEX


Number                      Title of Exhibit



4.1                   1986 Stock Incentive Plan, as amended through 
                      November 6, 1996

5.1                   Opinion of Ropes & Gray


23.1                  Consent of Coopers & Lybrand L.L.P.


23.2                  Consent of Ropes & Gray (contained  in the opinion filed
                      as Exhibit 5.1 to this Registration Statement).


24.1                  Power of Attorney (included on the signature page of this
                      Registration Statement under the caption "Power of
                      Attorney").



                                       -7-


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "BBN CORPORATION", "secsgml_size_bytes": 20039}]
{"company-data": {"conformed-name": "BBN CORP", "cik": "0000013021", "assigned-sic": "7373", "irs-number": "042164398", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21415", "film-number": "97521197"}, "business-address": {"street1": "150 CAMBRIDGE PARK DRIVE", "city": "CAMBRIDGE", "state": "MA", "zip": "02140", "phone": "6178732000"}, "mail-address": {"street1": "150 CAMBRIDGE PARK DR", "city": "CAMBRIDGE", "state": "MA", "zip": "02640"}, "former-company": {"former-conformed-name": "BOLT BERANEK & NEWMAN INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 10, 1997
                                                          Registration No. 33-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

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

           MASSACHUSETTS         1986 STOCK INCENTIVE PLAN     04-2164398
  (State or other jurisdiction   (Full title of the plans)  (I.R.S. Employer
of incorporation or organization)                         Identification Number)
                        --------------------------------

                             150 CAMBRIDGEPARK DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02140
                                 (617) 873-2000
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

                               RALPH A. GOLDWASSER
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                 BBN CORPORATION
                             150 CAMBRIDGEPARK DRIVE
                         CAMBRIDGE, MASSACHUSETTS 02140
                                 (617) 873-2000
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)
                      ------------------------------------
CALCULATION OF REGISTRATION FEE

                                  Amount           Proposed maximum          Proposed maximum           Amount of
Title of each class of            to be            offering price            aggregate offering         registration
securities to be registered       registered
per share
price
fee
Common Stock -- $1.00 Par Value:  850,000          $23.1875                  $19,709,375                $5,972.54
This  Registration  Statement  also  covers  such  indeterminable  number
of additional  shares of Common Stock, par value $1.00 per share ("Common 
Stock"), of BBN  Corporation  (the  "Company") as may become  deliverable 
as a result of future adjustments in accordance with the Company's 1986 Stock
Incentive Plan.
The offering price has been estimated  solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of the
average high and low prices for the Common Stock on February 5, 1997 as
reported on the New York Stock Exchange.
EXPLANATORY NOTE

This registration  Statement covers 850,000 shares of the Company's Common Stock
to be issued pursuant to the Company's 1986 Stock Incentive Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

   The following  documents  previously filed by the Company with the Commission
pursuant to the Securities  Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference:

   (1)   The  Company's  Annual  Report on Form 10-K for the year ended June 30,
         1996,  including the portions of the Company's  Proxy  Statement  dated
         October 2, 1996 relating to its 1996 Annual Meeting of Shareholders.

   (2) The  Company's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
September 30, 1996.

   (3) The  Company's  Current  Report on Form 8-K filed with the  Commission on
November 14, 1996.

   (4)   The  description  of  the  Common  Stock  contained  in  the  Company's
         Registration  Statement on Form 8-A filed in 1961, as  supplemented  by
         the description of the Company's Common Stock Purchase Rights contained
         in its Registration Statement on Form 8-A filed on June 28, 1988.

   All other  reports  and other  documents  filed by the  Company  pursuant  to
Section  13(a),  13(c),  14, or 15(d) of the Exchange Act after the date of this
Registration  Statement and prior to the  termination  of this offering shall be
incorporated by reference into this  Registration  Statement and shall be deemed
to be a party of this  Registration  Statement  from the date of  filing of such
reports  and  documents.  Any  statement  contained  herein  or  in  a  document
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

   Not applicable.

Item 5.  Interests of Named Experts and Counsel.

   Not applicable.

Item 6.  Indemnification of Directors and Officers.

   The Company is organized under the laws of  Massachusetts.  The Massachusetts
Business Corporation Law provides that  indemnification of directors,  officers,
employees,  and other  agents of a  Massachusetts  corporation,  and persons who
serve at its  request as  directors,  officers,  employees,  or other  agents of
another  organization,  or who serve at its request in any capacity with respect
to any employee benefit plan, may be provided by the

                                       -1-
corporation to whatever extent is specified in charter document or votes adopted
by its  shareholders,  except that no  indemnification  may be provided  for any
person  with  respect  to any  matter as to which  the  person  shall  have been
adjudicated  in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best  interest of the  corporation,  or to the
extent that such matter relates to services with respect to an employee  benefit
plan, with best interests of the  participants or beneficiaries of such employee
benefit plan. Under  Massachusetts  law, a corporation can purchase and maintain
insurance on behalf of any person against any liability  incurred as a director,
officer, employee, agent, or person serving at the request of the corporation as
a director,  officer,  employee,  or other agent of another organization or with
respect to any employee  benefit plan,  in his capacity as such,  whether or not
the  corporation  would  have the power to itself  indemnify  him  against  such
liability.

   The Company's  Restated  Articles of Organization  provide that a director of
the Company shall not be liable to the Company or its  shareholders for monetary
damages for breach of  fiduciary  duty as a director,  except to the extent that
such exculpation from liability is not permitted by the Business Corporation Law
of  Massachusetts  as the same  exists now or may  hereafter  be  amended.  Such
Restated Articles of Organization provide further that no amendment to or repeal
of the foregoing provision shall apply to or have any effect on the liability or
alleged  liability of any director for or with respect to any act or omission of
such director occurring prior to such amendment or repeal.

   The  Company's  By-laws  provide the  Company  shall,  to the extent  legally
permissible, indemnify each of its directors and officers (including persons who
serve at its request as directors, officers, or trustees of another organization
in which it has any interest,  as a shareholder,  creditor or otherwise) against
all  liabilities  and  expenses,  including  amounts  paid  in  satisfaction  of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in  connection  with the defense or  disposition  of any action,
suit or other proceeding, whether civil or criminal, in which he may be involved
or with which he may be threatened,  while in office or thereafter, by reason of
his being or having been such a director or officer,  except with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interests of the Company;  provided,  however, that as to any matter disposed of
by a  compromise  payment by such  director  or  officer,  pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any other
expenses shall be provided  unless such  compromise  shall be approved as in the
best   interests   of  the  Company,   after   notice  that  it  involves   such
indemnification,  (a) by a  disinterested  majority  of the  directors  then  in
office;  or (b) by a majority  of the  disinterested  directors  then in office,
provided that there has been obtained an opinion in writing of independent legal
counsel to the effect  that such  director  or officer  appears to have acted in
good faith in the reasonable belief that his action was in the best interests of
the Company; or (c) by the holders of a majority of the outstanding stock at the
time entitled to vote for directors,  voting as a single class, exclusive of any
stock owned by any interested  director or officer.  The By-laws further provide
that the right of indemnification  provided therein shall not be exclusive of or
affect any other rights to which any director or officer may be entitled.

   The Company  maintains a  Directors  and  Officers  Liability  and  Corporate
Reimbursement Insurance Policy and a Fiduciary  Responsibility  Insurance Policy
covering its directors and officers.

   Insofar as  indemnification  for liabilities under the Securities Act of 1933
may be permitted to  directors,  officers,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of  1933  and is
therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

   Not applicable.

                                       -2-
Item 8.  Exhibits.

Exhibit

4.1      1986 Stock Incentive Plan, as amended through November 6, 1996.

5.1      Opinion of Ropes & Gray.

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5.1
         to this Registration Statement).

24.1     Power of Attorney  (included on the signature page of this Registration
         Statement under the caption "Power of Attorney").

Item 9.  Undertakings.

   (a)   The undersigned Registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
   a post-effective amendment to this Registration Statement: (i) to include any
   prospectus  required by Section  10(a)(3) of the Securities Act of 1933, (ii)
   to reflect in the  prospectus any facts or events arising after the effective
   date  of the  Registration  Statement  (or  the  most  recent  post-effective
   amendment  thereof),  which,  individually  or in the aggregate,  represent a
   fundamental   change  in  the  information  set  forth  in  the  Registration
   Statement,  and (iii) to include any material information with respect to the
   plan of distribution not previously  disclosed in the Registration  Statement
   or any material  change to such  information in the  Registration  Statement;
   provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
   if the information  required to be included in a post-effective  amendment by
   those  paragraphs is contained in periodic  reports  filed by the  registrant
   pursuant to section 13 or section  15(d) of the  Securities  Exchange  Act of
   1934 that are incorporated by reference in the Registration Statement.

         (2) that,  for the  purpose  of  determining  any  liability  under the
   Securities Act of 1933, each such post-effective amendment shall be deemed to
   be a new registration  statement  relating to the securities offered therein,
   and the  offering of such  securities  at that time shall be deemed to be the
   initial bona fide offering thereof.

         (3) to remove from registration by means of a post-effective  amendment
   any of the securities being registered which remain unsold at the termination
   of the offering.

   (b) The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

   (c) The undersigned  Registrant  hereby  undertakes to deliver or cause to be
delivered with the Prospectus,  to each person to whom the Prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  Prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus,  to deliver, or
cause to be delivered to

                                       -3-
each person to whom the Prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the Prospectus to provide such
interim financial information.

   (d) Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       -4-
Pursuant to the  requirements  of the  Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Cambridge, the Commonwealth of Massachusetts, on
this 6th day of February, 1997.

                                      BBN Corporation

                                      By: /s/George H. Conrades
                                          _____________________________________
                                          George H. Conrades
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         Pursuant  to the  requirement  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes George H. Conrades,  Ralph A. Goldwasser,  and
John Montjoy and each of them singly,  his or her true and lawful attorneys with
full power to them,  and each of them singly,  to sign for him or her and in his
or her name in the capacities indicated below any and all amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with exhibits thereto,  and other documents in connection  therewith,  and he or
she hereby  ratifies and  confirms  his or her  signature as it may be signed by
said attorneys, or any of them, to any and all such amendments.
Signature                        Capacity in Which Signed                           Date

/s/George H. Conrades            Chairman, President, Chief Executive Officer,      February 6, 1997
_____________________________    and Director
George H. Conrades
(principal executive officer)    

/s/Ralph A. Goldwasser           Senior Vice President and Chief Financial          February 6, 1997
_____________________________    Officer
Ralph A. Goldwasser
(principal financial officer)

/s/Paul F. Brauneis              Vice President and Controller                      February 6, 1997
_____________________________
Paul F. Brauneis
(principal accounting officer)

/s/John M. Albertine             Director                                           February 6, 1997
______________________________
John M. Albertine

/s/Lucie J. Fjeldstad            Director                                           February 6, 1997
______________________________                                               
Lucie J. Fjeldstad

                                       -5-
/s/Max D. Hopper                Director                                            February 6, 1997                                
_________________________
Max D. Hopper

/s/Stephen R. Levy              Director                                            February 6, 1997
________________________
Stephen R. Levy

/s/Regis McKenna                Director                                            February 6, 1997
________________________
Regis McKenna

/s/Andrew L. Nichols            Director                                            February 6, 1997
________________________
Andrew L. Nichols

/s/Roger D. Wellington          Director                                            February 6, 1997
________________________
Roger D. Wellington
-6-
EXHIBIT INDEX

Number                      Title of Exhibit

4.1                   1986 Stock Incentive Plan, as amended through 
                      November 6, 1996

5.1                   Opinion of Ropes & Gray

23.1                  Consent of Coopers & Lybrand L.L.P.

23.2                  Consent of Ropes & Gray (contained  in the opinion filed
                      as Exhibit 5.1 to this Registration Statement).

24.1                  Power of Attorney (included on the signature page of this
                      Registration Statement under the caption "Power of
                      Attorney").

                                       -7-