As filed with the Securities and Exchange Commission on May 14, 1997
                                                     Registration No. 333-______

                           SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                STRATUS COMPUTER, INC.
                (Exact name of registrant as specified in its charter)

                                      04-2697554
                         (I.R.S. employer identification no.)

                                     Massachusetts
            (State or other jurisdiction of incorporation or organization)

                    55 Fairbanks Boulevard, Marlborough, MA 01752
                 (Address of principal executive offices) (Zip Code)

                             Stock Option Plan (January, 1983)
                          Non-Qualified Common Stock Option Plan
                               Employee Stock Purchase Plan
                      1997 Non-Qualified Common Stock Option Plan
                                 (Full title of plans)

                       William E. Foster, Chief Executive Officer
                                 Stratus Computer, Inc.
                                 55 Fairbanks Boulevard
                                  Marlborough, MA 01752
                        (Name and address of agent for service)

                                    (508) 460-2000
           (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

                                     Proposed     Proposed
      Title of                       maximum      maximum      
      securities     Amount          offering     aggregate    Amount
      to be          to be           price per    offering     of
      registered     registered (1)  share (2)    price (2)    registration fee
      ----------     --------------  ---------    ---------    ----------------
      Common Stock,    5,500,000     $40.9375    $225,156,250  $68,230
      $.01 par value   shares

(1) Plus such  additional  number of shares as may be  required  pursuant to the
Plans in the event of a stock dividend, split-up of shares,  recapitalization or
other similar change in the Common Stock.

(2) Estimated  solely for the purpose of calculating  the  registration  fee, in
accordance with Rule 457(h)(1),  on the basis of the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange on  May 8,
1997.


EXPLANATORY NOTE

This registration statement on Form S-8 covers an additional 1,500,000 shares  
of Common Stock, $.01 par value, reserved  for  issuance  under the Company's 
Stock Option Plan (January 1983) and Non-Qualified Common Stock Option  Plan, 
an  additional  1,000,000 shares of Common Stock reserved for issuance  under 
the Company's Employee Stock Purchase Plan,  and  3,000,000  shares of Common  
Stock reserved  for  issuance  under the Company's 1997 Non-Qualified  Common 
Stock Option  Plan (the  aforementioned  plans  are referred  to collectively 
herein as the "Plans").  The Company has previously  registered an  aggregate 
of 13,919,600 shares issued or issuable under the Plans (exclusive of the 1997  
Non-Qualified Common  Stock  Option  Plan) and the  Company's Incentive Stock 
Option Plan (now terminated) pursuant to the following registration statements 
on Form S-8:  2-88104,  2-89901,  33-2174,  33-11864,  33-28742, 33-67758 and 
33-64709.










                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3. Incorporation of Documents by Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  (File No.  0-12064) are hereby  incorporated by
reference in this Registration Statement:

        (a)  The Company's annual report on Form 10-K for the year ended
December 29, 1996; and

        (b)  The Company's quarterly report on Form 10-Q for the quarter
ending March 30, 1997; and

        (c) The description of the Company's  capital stock that is contained in
the Company's  Registration  Statements  (as amended) on Form 8-A filed with the
Commission  on April  27,  1984,  December  6,  1990 and  April 3,  1995 and any
amendment  or  report  filed  by the  Company  with  the  Commission  under  the
Securities Exchange Act of 1934 for the purpose of updating such description.

        In addition, all documents filed by the Company after the initial filing
date of this registration  statement  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
and prior to the filing of a  post-effective  amendment which indicates that all
shares registered hereunder have been sold or which de-registers all shares then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.


Item  4. Description of Securities

        Not applicable.

Item  5. Interests of Named Experts and Counsel.

         The  validity of the shares  registered  hereby has been passed upon by
Choate, Hall & Stewart,  Boston,  Massachusetts.  Richard N. Hoehn, a partner of
Choate, Hall & Stewart, is Clerk of the Company.

Item  6. Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the  Massachusetts  General Laws provides
that a  corporation  may  indemnify  its  directors  and  officers to the extent
specified in or  authorized by (i) the articles of  organization,  (ii) a by-law
adopted  by the  stockholders,  or  (iii) a vote  adopted  by the  holders  of a
majority of the shares of stock  entitled to vote on the election of  directors.
Such Section further





                                      II-1




provides,  however,  that no indemnification may be provided with respect to any
matter as to which the officer or director is  adjudicated  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 such matter relates to service with respect to
an  employee  benefit  plan,  in  the  best  interest  of  the  participants  or
beneficiaries of such employee benefit plan.

        Article V, Section 2 of the By-laws of the Company  provides  that every
person who is, or has been,  a director or officer of the Company is entitled to
indemnification  by the Company to the fullest  extent  permitted by law against
liability  and  against  all  expenses  reasonably  incurred  or  paid by him in
connection  with any  claim,  action,  suit or  proceeding  in which he  becomes
involved  as a party or  otherwise  by  virtue  of his  being or  having  been a
director  or  officer  and  against  amounts  paid  or  incurred  by  him in the
settlement thereof.

       No indemnification is provided under the By-laws to a director or officer
with  respect to any matter as to which he has been finally  adjudicated  not to
have acted in good  faith in the  reasonable  belief  that his action was in the
best interests of the corporation. Nor is indemnification provided to a director
or officer in the event of a  settlement  involving  a payment by the officer or
director unless there has been a determination  that such director or officer is
entitled to indemnification  under Article V, Section 2 of the By-laws by one of
the following:  (i) the court or other body approving the settlement;  (ii) vote
of stockholders  of the Company;  (iii) vote of two-thirds of those directors of
the  Company  who are not  themselves  involved  in the claim,  action,  suit or
proceeding, provided that a majority of the directors consists of members not so
involved; or (iv) written opinion of independent counsel.

        The Company's By-laws authorize the Company to obtain insurance to cover
its  indemnification  obligations.  The Company currently maintains director and
officer liability  insurance for the benefit of its directors and certain of its
officers.

        Article 6 of the Articles of  Organization  of the Company,  as amended,
provides  that, to the fullest  extent  permitted by the  Massachusetts  General
Laws, no director of the Company  shall be  personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director.

Item    7.       Exemption From Registration Claimed.

        Not applicable.


Item    8.       Exhibits.

   *4.1 Article 4 of the Company's Articles of Organization, as amended.

  **4.2 Articles I, II, IV and VII of the Company's Bylaws, as amended.

 ***4.3 Rights Agreement dated December 4, 1990.

    5.1 Opinion of Choate,  Hall & Stewart as to  validity  of shares  being
registered.

   10.1 The Company's Stock Option Plan (January, 1983) (Restatement Number 6
effective April 23, 1997)
                                      II-2
   
   10.2 The Company's Non-Qualified Common Stock Option Plan (Restatement
Number 5 effective April 23, 1997).

   10.3 The Company's Employee Stock Purchase Plan (amended and restated as
of April 23, 1997).

   10.4 The Company's 1997 Non-Qualified Common Stock Option Plan (effective
January 13, 1997).

   23.1 Consent of Ernst & Young LLP.

   23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

   24.1 Power of Attorney (part of page II-6).

---------------------------------

* Incorporated  by  reference to Exhibits 3.1 and 3.1(a) to the Company's Report
on Form 10-K filed with the Commission on March 31, 1997.

** Incorporated  by reference to Exhibit 3.2(b) to the Company's Report on Form
10-K filed with the Commission on March 31, 1997.

*** Incorporated by reference to Exhibit 1 to the Registration Statement on Form
8-A  filed by the  Company  with  the Commission on  December  6,  1990 as
amended  by Amendment No. 1 thereto filed with the Commission on December 20,
1990.

Item 9. Undertakings.

          (a)     The Company hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement 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;

                  (2) that,  for the purpose o determining  any liability  under
the Securities Act, 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; and

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

        (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  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.

                                      II-3

        
        
        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  will,  unless in the opinion of 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 expressed
in the  Securities  Act and will be governed by the final  adjudication  of such
issue.

                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                                      II-4
                               
                               
                               
                               
                               
                               SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
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  registrations
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Marlborough, Commonwealth of Massachusetts, on May 9,
1997.

                                  Stratus Computer, Inc. (Issuer and Employer)
                                  By: William E. Foster, Chief Executive Officer












































                                   II-5




                            POWER OF ATTORNEY

        KNOW ALL MEN BY THESE  PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints William E. Foster,  Robert E. Donahue and
Eileen Casal, jointly and severally,  his true and lawful  attorneys-in-fact and
agents  with full  powers of  substitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue thereof.


Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below on May 9, 1997 by the  following  persons in the
capacities indicated.

Name                            Capacity


/s/ William E. Foster          President, Chief Executive Officer
                               (Principal Executive Officer) and Director

/s/ Robert E. Donahue          Senior Vice President, Chief Financial Officer
                               (Principal Financial and Accounting Officer)

/s/ Alexander V. d'Arbeloff    Director

/s/ Paul J. Ferri              Director

/s/ Robert M. Morrill          Director

/s/ Paul J. Severino           Director













                                      II-6




                                
                                
                                
                                
                                INDEX TO EXHBITS

Exhibits Number

      *4.1 Article 4 of the Company's Articles of Organization, as amended.

     **4.2 Articles I, II, IV and VII of the Company's Bylaws, as amended.

    ***4.3 Rights Agreement dated December 4, 1990.

       5.1 Opinion of Choate,  Hall & Stewart as to  validity  of shares  being
registered.

      10.1 The Company's Stock Option Plan (January, 1983) (Restatement
Number 6 effective April 23, 1997).

      10.2 The Company's Non-Qualified Common Stock Option Plan
(Restatement Number 5 effective April 23, 1997).

      10.3 The Company's Employee Stock Purchase Plan (amended and restated as
of April 23, 1997).

      10.4 The Company's 1997 Non-Qualified Common Stock Option Plan
(effective January 13, 1997)

      23.1 Consent of Ernst & Young LLP.

      23.2 Consent of Choate, Hall & Stewart
          (included in Exhibit 5.1).

      24.1 Power of Attorney (part of page II-6).


---------------------------------

* Incorporated  by  reference to Exhibits 3.1 and 3.1(a) to the Company's Report
on Form 10-K filed with the Commission on March 31, 1997.

** Incorporated  by reference to Exhibit 3.2(b) to the Company's Report on Form
10-K filed with the Commission on March 31, 1997.

*** Incorporated by reference to Exhibit 1 to the Registration Statement on Form
8-A  filed by the  Company  with  the Commission on  December  6,  1990 as
amended  by Amendment No. 1 thereto filed with the Commission on December 20,
1990.








                                      II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19797}]
{"company-data": {"conformed-name": "STRATUS COMPUTER INC", "cik": "0000723610", "assigned-sic": "3571", "irs-number": "042697554", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27147", "film-number": "97605912"}, "business-address": {"street1": "55 FAIRBANKS BLVD", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084602000"}, "mail-address": {"street1": "55 FAIRBANKS BLVD", "city": "MARLBORO", "state": "MA", "zip": "01752"}}
As filed with the Securities and Exchange Commission on May 14, 1997
                                                     Registration No. 333-______

                           SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                STRATUS COMPUTER, INC.
                (Exact name of registrant as specified in its charter)

                                      04-2697554
                         (I.R.S. employer identification no.)

                                     Massachusetts
            (State or other jurisdiction of incorporation or organization)

                    55 Fairbanks Boulevard, Marlborough, MA 01752
                 (Address of principal executive offices) (Zip Code)

                             Stock Option Plan (January, 1983)
                          Non-Qualified Common Stock Option Plan
                               Employee Stock Purchase Plan
                      1997 Non-Qualified Common Stock Option Plan
                                 (Full title of plans)

                       William E. Foster, Chief Executive Officer
                                 Stratus Computer, Inc.
                                 55 Fairbanks Boulevard
                                  Marlborough, MA 01752
                        (Name and address of agent for service)

                                    (508) 460-2000
           (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE

                                     Proposed     Proposed
      Title of                       maximum      maximum      
      securities     Amount          offering     aggregate    Amount
      to be          to be           price per    offering     of
      registered     registered (1)  share (2)    price (2)    registration fee
      ----------     --------------  ---------    ---------    ----------------
      Common Stock,    5,500,000     $40.9375    $225,156,250  $68,230
      $.01 par value   shares

(1) Plus such  additional  number of shares as may be  required  pursuant to the
Plans in the event of a stock dividend, split-up of shares,  recapitalization or
other similar change in the Common Stock.

(2) Estimated  solely for the purpose of calculating  the  registration  fee, in
accordance with Rule 457(h)(1),  on the basis of the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange on  May 8,
1997.

EXPLANATORY NOTE

This registration statement on Form S-8 covers an additional 1,500,000 shares  
of Common Stock, $.01 par value, reserved  for  issuance  under the Company's 
Stock Option Plan (January 1983) and Non-Qualified Common Stock Option  Plan, 
an  additional  1,000,000 shares of Common Stock reserved for issuance  under 
the Company's Employee Stock Purchase Plan,  and  3,000,000  shares of Common  
Stock reserved  for  issuance  under the Company's 1997 Non-Qualified  Common 
Stock Option  Plan (the  aforementioned  plans  are referred  to collectively 
herein as the "Plans").  The Company has previously  registered an  aggregate 
of 13,919,600 shares issued or issuable under the Plans (exclusive of the 1997  
Non-Qualified Common  Stock  Option  Plan) and the  Company's Incentive Stock 
Option Plan (now terminated) pursuant to the following registration statements 
on Form S-8:  2-88104,  2-89901,  33-2174,  33-11864,  33-28742, 33-67758 and 
33-64709.

                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3. Incorporation of Documents by Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  (File No.  0-12064) are hereby  incorporated by
reference in this Registration Statement:

        (a)  The Company's annual report on Form 10-K for the year ended
December 29, 1996; and

        (b)  The Company's quarterly report on Form 10-Q for the quarter
ending March 30, 1997; and

        (c) The description of the Company's  capital stock that is contained in
the Company's  Registration  Statements  (as amended) on Form 8-A filed with the
Commission  on April  27,  1984,  December  6,  1990 and  April 3,  1995 and any
amendment  or  report  filed  by the  Company  with  the  Commission  under  the
Securities Exchange Act of 1934 for the purpose of updating such description.

        In addition, all documents filed by the Company after the initial filing
date of this registration  statement  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
and prior to the filing of a  post-effective  amendment which indicates that all
shares registered hereunder have been sold or which de-registers all shares then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item  4. Description of Securities

        Not applicable.

Item  5. Interests of Named Experts and Counsel.

         The  validity of the shares  registered  hereby has been passed upon by
Choate, Hall & Stewart,  Boston,  Massachusetts.  Richard N. Hoehn, a partner of
Choate, Hall & Stewart, is Clerk of the Company.

Item  6. Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the  Massachusetts  General Laws provides
that a  corporation  may  indemnify  its  directors  and  officers to the extent
specified in or  authorized by (i) the articles of  organization,  (ii) a by-law
adopted  by the  stockholders,  or  (iii) a vote  adopted  by the  holders  of a
majority of the shares of stock  entitled to vote on the election of  directors.
Such Section further

                                      II-1

provides,  however,  that no indemnification may be provided with respect to any
matter as to which the officer or director is  adjudicated  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 such matter relates to service with respect to
an  employee  benefit  plan,  in  the  best  interest  of  the  participants  or
beneficiaries of such employee benefit plan.

        Article V, Section 2 of the By-laws of the Company  provides  that every
person who is, or has been,  a director or officer of the Company is entitled to
indemnification  by the Company to the fullest  extent  permitted by law against
liability  and  against  all  expenses  reasonably  incurred  or  paid by him in
connection  with any  claim,  action,  suit or  proceeding  in which he  becomes
involved  as a party or  otherwise  by  virtue  of his  being or  having  been a
director  or  officer  and  against  amounts  paid  or  incurred  by  him in the
settlement thereof.

       No indemnification is provided under the By-laws to a director or officer
with  respect to any matter as to which he has been finally  adjudicated  not to
have acted in good  faith in the  reasonable  belief  that his action was in the
best interests of the corporation. Nor is indemnification provided to a director
or officer in the event of a  settlement  involving  a payment by the officer or
director unless there has been a determination  that such director or officer is
entitled to indemnification  under Article V, Section 2 of the By-laws by one of
the following:  (i) the court or other body approving the settlement;  (ii) vote
of stockholders  of the Company;  (iii) vote of two-thirds of those directors of
the  Company  who are not  themselves  involved  in the claim,  action,  suit or
proceeding, provided that a majority of the directors consists of members not so
involved; or (iv) written opinion of independent counsel.

        The Company's By-laws authorize the Company to obtain insurance to cover
its  indemnification  obligations.  The Company currently maintains director and
officer liability  insurance for the benefit of its directors and certain of its
officers.

        Article 6 of the Articles of  Organization  of the Company,  as amended,
provides  that, to the fullest  extent  permitted by the  Massachusetts  General
Laws, no director of the Company  shall be  personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director.

Item    7.       Exemption From Registration Claimed.

        Not applicable.

Item    8.       Exhibits.

   *4.1 Article 4 of the Company's Articles of Organization, as amended.

  **4.2 Articles I, II, IV and VII of the Company's Bylaws, as amended.

 ***4.3 Rights Agreement dated December 4, 1990.

    5.1 Opinion of Choate,  Hall & Stewart as to  validity  of shares  being
registered.

   10.1 The Company's Stock Option Plan (January, 1983) (Restatement Number 6
effective April 23, 1997)
                                      II-2
   
   10.2 The Company's Non-Qualified Common Stock Option Plan (Restatement
Number 5 effective April 23, 1997).

   10.3 The Company's Employee Stock Purchase Plan (amended and restated as
of April 23, 1997).

   10.4 The Company's 1997 Non-Qualified Common Stock Option Plan (effective
January 13, 1997).

   23.1 Consent of Ernst & Young LLP.

   23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).

   24.1 Power of Attorney (part of page II-6).

---------------------------------

* Incorporated  by  reference to Exhibits 3.1 and 3.1(a) to the Company's Report
on Form 10-K filed with the Commission on March 31, 1997.

** Incorporated  by reference to Exhibit 3.2(b) to the Company's Report on Form
10-K filed with the Commission on March 31, 1997.

*** Incorporated by reference to Exhibit 1 to the Registration Statement on Form
8-A  filed by the  Company  with  the Commission on  December  6,  1990 as
amended  by Amendment No. 1 thereto filed with the Commission on December 20,
1990.

Item 9. Undertakings.

          (a)     The Company hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement 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;

                  (2) that,  for the purpose o determining  any liability  under
the Securities Act, 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; and

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

        (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  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.

                                      II-3

        
        
        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  will,  unless in the opinion of 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 expressed
in the  Securities  Act and will be governed by the final  adjudication  of such
issue.

                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                                      II-4
                               
                               
                               
                               
                               
                               SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
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  registrations
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Marlborough, Commonwealth of Massachusetts, on May 9,
1997.

                                  Stratus Computer, Inc. (Issuer and Employer)
                                  By: William E. Foster, Chief Executive Officer

                                   II-5

                            POWER OF ATTORNEY

        KNOW ALL MEN BY THESE  PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints William E. Foster,  Robert E. Donahue and
Eileen Casal, jointly and severally,  his true and lawful  attorneys-in-fact and
agents  with full  powers of  substitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue thereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below on May 9, 1997 by the  following  persons in the
capacities indicated.

Name                            Capacity

/s/ William E. Foster          President, Chief Executive Officer
                               (Principal Executive Officer) and Director

/s/ Robert E. Donahue          Senior Vice President, Chief Financial Officer
                               (Principal Financial and Accounting Officer)

/s/ Alexander V. d'Arbeloff    Director

/s/ Paul J. Ferri              Director

/s/ Robert M. Morrill          Director

/s/ Paul J. Severino           Director

                                      II-6

                                
                                
                                
                                
                                INDEX TO EXHBITS

Exhibits Number

      *4.1 Article 4 of the Company's Articles of Organization, as amended.

     **4.2 Articles I, II, IV and VII of the Company's Bylaws, as amended.

    ***4.3 Rights Agreement dated December 4, 1990.

       5.1 Opinion of Choate,  Hall & Stewart as to  validity  of shares  being
registered.

      10.1 The Company's Stock Option Plan (January, 1983) (Restatement
Number 6 effective April 23, 1997).

      10.2 The Company's Non-Qualified Common Stock Option Plan
(Restatement Number 5 effective April 23, 1997).

      10.3 The Company's Employee Stock Purchase Plan (amended and restated as
of April 23, 1997).

      10.4 The Company's 1997 Non-Qualified Common Stock Option Plan
(effective January 13, 1997)

      23.1 Consent of Ernst & Young LLP.

      23.2 Consent of Choate, Hall & Stewart
          (included in Exhibit 5.1).

      24.1 Power of Attorney (part of page II-6).

---------------------------------

* Incorporated  by  reference to Exhibits 3.1 and 3.1(a) to the Company's Report
on Form 10-K filed with the Commission on March 31, 1997.

** Incorporated  by reference to Exhibit 3.2(b) to the Company's Report on Form
10-K filed with the Commission on March 31, 1997.

*** Incorporated by reference to Exhibit 1 to the Registration Statement on Form
8-A  filed by the  Company  with  the Commission on  December  6,  1990 as
amended  by Amendment No. 1 thereto filed with the Commission on December 20,
1990.

                                      II-7