<PAGE>

                As filed with the Securities and Exchange Commission
                                  on June 29, 1995

                                                 Registration No. 33-_____
                                                                           

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549

                                      FORM S-8

                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933

                               BOSTON TECHNOLOGY, INC.
                 (Exact name of issuer as specified in its charter)

                    Delaware                              04-3073385
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification Number)


         100 Quannapowitt Parkway, Wakefield, Massachusetts       01880   
              (Address of Principal Executive Offices)          (Zip Code)


                          1995 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)

                                John A. Burgess, Esq.
                                  c/o Hale and Dorr
                                   60 State Street
                             Boston, Massachusetts 02109
                        (Name and address of agent for service)

                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)

                                                                         

                         CALCULATION OF REGISTRATION FEE                   

                                     Proposed   Proposed
         Title of                    maximum    maximum
         securities     Amount       offering   aggregate       Amount of
         to be          to be        price      offering        registration
         registered     registered   per share  price           fee           

         Common Stock,   200,000     $19.125 (1) $3,825,000 (1) $1,318.97
         $.001 par       shares    
         value
         __________________________________________________________________
         (1)  Estimated solely for the purpose of calculating the
              registration fee, and based upon the average of the
              high and low prices of the Common Stock on the Nasdaq  
              National Market on June 27, 1995 in accordance with 
              Rules 457(c) and 457(h) of the Securities Act of 1933.
                                                                           

<PAGE>


         PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   The information required by Part I is included in documents
         sent or given to participants in the Registrant's 1995 Employee Stock
         Purchase Plan pursuant to Rule 428(b)(1) of the Securities Act of
         1933, as amended (the "Securities Act").


         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              Item 3.  Incorporation of Certain Documents by Reference

                   The following documents, which are filed with the Securities
         and Exchange Commission (the "Commission"), are incorporated in this
         Registration Statement by reference:

                   (1)  The Registrant's latest annual report filed pursuant to
              Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
              as amended (the "Exchange Act"), or the latest prospectus filed
              pursuant to Rule 424(b) under the Securities Act that contains
              audited financial statements for the registrant's latest fiscal
              year for which such statements have been filed.

                   (2)  All other reports filed pursuant to Sections 13(a) or
              15(d) of the Exchange Act since the end of the fiscal year
              covered by the annual report or the prospectus referred to in (1)
              above.

                   (3)  The description of the common stock of the Registrant,
              $.001 par value per share (the "Common Stock"), contained in a
              Registration Statement filed under the Exchange Act, including
              any amendment or report filed for the purpose of updating such
              description.

                   All documents subsequently filed by the Registrant pursuant
         to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
         the filing of a post-effective amendment which indicates that all
         shares of Common Stock offered hereby have been sold or which
         deregisters all shares of Common Stock then remaining unsold, shall be
         deemed to be incorporated by reference herein and to be part hereof
         from the date of the filing of such documents.


              Item 4.  Description of Securities

                   Not applicable.





                                        II-1
<PAGE>




              Item 5.  Interests of Named Experts and Counsel

                   Not Applicable.


              Item 6.   Indemnification of Directors and Officers

                   Article XI of the Registrant's Certificate of Incorporation
         provides for indemnification of directors and officers to the full
         extent permitted under Delaware law.  As permitted by Section 145 of
         the General Corporation Law of the State of Delaware, Article XI
         provides that the Registrant shall indemnify any director or officer,
         any person who has agreed to serve as a director or officer, or any
         person who was serving or has agreed to serve at the request of the
         Registrant as a director or officer of another entity, against amounts
         paid and expenses incurred (including attorney's fees) in connection
         with an action or proceeding to which he is a party or is threatened
         to be made a party by reason of such position, if such person shall
         have acted in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the corporation, and, in
         any criminal proceeding, if such person had no reasonable cause to
         believe his conduct was unlawful, provided that, in the case of
         actions brought by or in the right of the corporation, no
         indemnification shall be made with respect to any matter as to which
         such person shall have been adjudged to be liable to the corporation
         unless and only to the extent that the adjudicating court determines
         that such indemnification is proper under the circumstances.

                   Article XI provides that indemnification shall be paid by
         the Registrant if ordered by a court or unless a determination is made
         (i) by a disinterested majority of the Board of Directors or (ii) if
         such disinterested majority so directs, by independent legal counsel
         in a written opinion, or (iii) by the stockholders, that
         indemnification is not proper in the circumstances because the
         director or officer did not meet the applicable standard of conduct.
         Article XI also provides that, notwithstanding any other provision of
         such article, to the extent a director or officer has been successful
         on the merits or otherwise in defense of any such action, suit or
         proceeding, or in defense of any claim, issue or matter therein, he
         shall be indemnified against all costs, charges and expenses
         reasonably incurred by him in connection therewith.  

                   Article XI permits the payment by the Registrant of costs,
         charges and expenses incurred in defending a civil or criminal action
         in advance of its final disposition, subject, in the case of costs,
         charges and expenses incurred by a director or officer in his capacity
         as such, to receipt of an undertaking by the indemnified person to
         repay such payment if it is ultimately determined that such person is
         not entitled to indemnification under Article XI.




                                       II-2
<PAGE>




                   Article VII of the Registrant's Certificate of Incorporation
         provides that no director shall be liable to the Registrant or its
         stockholders for monetary damages for breach of his fiduciary duty as
         a director, except for liabilities (i) for any breach of the
         director's duty of loyalty to the Registrant or its stockholders, (ii)
         for acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law, (iii) for acts in violation
         of Section 174 of the General Corporation Law of the State of
         Delaware, or (iv) for any transaction from which the director derived
         an improper personal benefit.

                   The Registrant has directors and officers liability
         insurance for the benefit of its directors and officers.               

                   Insofar as indemnification for liabilities arising under the
         Securities Act 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
         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 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 Securities Act and will be governed by the final
         adjudication of such issue.


              Item 7.  Exemption from Registration Claimed

                   Not applicable.


              Item 8.  Exhibits

                   The Exhibit Index immediately preceding the exhibits is
         incorporated herein by reference.



                                       II-3
<PAGE>


              Item 9.  Undertakings

                   1.   The 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;

                        (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 (i) and (ii) do not
              apply if the Registration Statement is on Form S-3 or Form S-8,
              and 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 Exchange Act that are incorporated by reference in the
              Registration Statement.

                   (2)  That, for the purpose of 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.

                   (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.

                   2.  The Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of
         the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Exchange Act (and, where applicable, each filing of an
         employee benefit plan's annual report pursuant to 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 in
         the initial bona fide offering thereof.

                                       II-4

<PAGE>

                   3.  Insofar as indemnification for liabilities arising
         under the Securities Act 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 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 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
         Securities Act and will be governed by the final adjudication of
         such issue.





                                       II-5

<PAGE>


                                      SIGNATURES

              Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the
         undersigned, thereunto duly authorized, in the Town of Wakefield,
         Massachusetts on the 22nd day of June, 1995.


                                            BOSTON TECHNOLOGY, INC.



                                            By: /s/ John C.W. Taylor
                                            ------------------------
                                               Dr. John C.W. Taylor
                                               President and Chief
                                               Executive Officer




                                   POWER OF ATTORNEY

              We, the undersigned officers and directors of Boston
         Technology, Inc. hereby severally constitute Dr. John C.W. Taylor,
         Carol B. Langer, A.K. Wnorowski and John A. Burgess, and each of
         them singly, our true and lawful attorneys with full power to them,
         and each of them singly, to sign for us and in our names in the
         capacities indicated below, the Registration Statement on Form S-8
         filed herewith and any and all subsequent amendments to said
         Registration Statement, and generally to do all such things in our
         names and behalf in our capacities as officers and directors to
         enable Boston Technology, Inc. to comply with all requirements of
         the Securities and Exchange Commission, hereby ratifying and
         confirming our signatures as they may be signed by said attorneys,
         or any of them, to said Registration Statement and any and all
         amendments thereto.




                                       II-6
<PAGE>

              Pursuant to the requirements of the Securities Act, this
         Registration Statement has been signed below by the following
         persons in the capacities and on the date indicated.  

              Signature                Title                       Date


         /s/ John C.W. Taylor        President, Chief         ) 
         --------------------        Executive Officer and    )
         Dr. John C.W. Taylor        Director (principal      )
                                     executive officer)       )
                                                              ) 
                                                              ) 
                                                              ) 
         /s/ Carol B. Langer         Vice President, Finance, )
         -------------------         Treasurer and Chief      )
         Carol B. Langer             Financial Officer        )
                                     (principal financial     )
                                     officer)                 ) 
                                                              )
                                                              )
                                                              )
         /s/ Mary C. Carr            Corporate Controller     )
         ------------------          (principal accounting    ) 
         Mary C. Carr                officer)                 )
                                                              )
                                                              )
         /s/ Greg C. Carr            Director                 ) June 22, 1995 
         ------------------                                   )
         Greg C. Carr                                         )
                                                              )
                                                              )
         /s/ Richard J. Connaughton  Director                 )
         --------------------------                           )
         Richard J. Connaughton                               )      
                                                              ) 
                                                              ) 
         /s/ Herman B. Leonard       Director                 ) 
         ---------------------                                )
         Herman B. Leonard                                    )      
                                                              ) 
                                                              ) 
         /s/ Joseph E. Norberg       Director                 ) 
         ---------------------                                )
         Joseph E. Norberg                                    ) 
                                                              ) 
                                                              ) 
         /s/ Richard K. Snelling     Director                 ) 
         -----------------------                              )
         Richard K. Snelling                                  )        


                                       II-7

<PAGE>




                                    Exhibit Index


    Exhibit                                                      
    Number       Description                                      

       3.1 (1)   Certificate of Incorporation, as amended, 
                 of the Registrant

       3.2 (1)   By-Laws, as amended, of the Registrant

       5.1       Opinion of Hale and Dorr                            

      23.1       Consent of Hale and Dorr (included in 
                 Exhibit 5.1)

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

      24.1       Power of Attorney (included on the signature
                 page of this Registration Statement)









         ______________________
         (1)  Incorporated herein by reference from the Registrant's
              Registration Statement on Form S-1 (File No. 33-32134). 



                                       II-8
[{"type": "S-8", "sequence": "1", "description": "1995 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 21214}]
{"company-data": {"conformed-name": "BOSTON TECHNOLOGY INC", "cik": "0000771470", "assigned-sic": "3661", "irs-number": "043073385", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60707", "film-number": "95550928"}, "business-address": {"street1": "100 QUANNAPOWITT PKWY", "city": "WAKEFIELD", "state": "MA", "zip": "01880", "phone": "6172469000"}, "mail-address": {"street1": "100 QUANNAPOWITT PARKWAY", "city": "WAKEFIELD", "state": "MA", "zip": "01880"}, "former-company": {"former-conformed-name": "FI TEK CORP", "date-changed": "19880509"}}
As filed with the Securities and Exchange Commission
                                  on June 29, 1995

                                                 Registration No. 33-_____
                                                                           

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549

                                      FORM S-8

                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933

                               BOSTON TECHNOLOGY, INC.
                 (Exact name of issuer as specified in its charter)

                    Delaware                              04-3073385
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification Number)

         100 Quannapowitt Parkway, Wakefield, Massachusetts       01880   
              (Address of Principal Executive Offices)          (Zip Code)

                          1995 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the Plan)

                                John A. Burgess, Esq.
                                  c/o Hale and Dorr
                                   60 State Street
                             Boston, Massachusetts 02109
                        (Name and address of agent for service)

                                   (617) 526-6000
            (Telephone number, including area code, of agent for service)

                                                                         

                         CALCULATION OF REGISTRATION FEE                   

                                     Proposed   Proposed
         Title of                    maximum    maximum
         securities     Amount       offering   aggregate       Amount of
         to be          to be        price      offering        registration
         registered     registered   per share  price           fee           

         Common Stock,   200,000     $19.125 (1) $3,825,000 (1) $1,318.97
         $.001 par       shares    
         value
         __________________________________________________________________
         (1)  Estimated solely for the purpose of calculating the
              registration fee, and based upon the average of the
              high and low prices of the Common Stock on the Nasdaq  
              National Market on June 27, 1995 in accordance with 
              Rules 457(c) and 457(h) of the Securities Act of 1933.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                   The information required by Part I is included in documents
         sent or given to participants in the Registrant's 1995 Employee Stock
         Purchase Plan pursuant to Rule 428(b)(1) of the Securities Act of
         1933, as amended (the "Securities Act").

         PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              Item 3.  Incorporation of Certain Documents by Reference

                   The following documents, which are filed with the Securities
         and Exchange Commission (the "Commission"), are incorporated in this
         Registration Statement by reference:

                   (1)  The Registrant's latest annual report filed pursuant to
              Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
              as amended (the "Exchange Act"), or the latest prospectus filed
              pursuant to Rule 424(b) under the Securities Act that contains
              audited financial statements for the registrant's latest fiscal
              year for which such statements have been filed.

                   (2)  All other reports filed pursuant to Sections 13(a) or
              15(d) of the Exchange Act since the end of the fiscal year
              covered by the annual report or the prospectus referred to in (1)
              above.

                   (3)  The description of the common stock of the Registrant,
              $.001 par value per share (the "Common Stock"), contained in a
              Registration Statement filed under the Exchange Act, including
              any amendment or report filed for the purpose of updating such
              description.

                   All documents subsequently filed by the Registrant pursuant
         to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
         the filing of a post-effective amendment which indicates that all
         shares of Common Stock offered hereby have been sold or which
         deregisters all shares of Common Stock then remaining unsold, shall be
         deemed to be incorporated by reference herein and to be part hereof
         from the date of the filing of such documents.

              Item 4.  Description of Securities

                   Not applicable.

                                        II-1
Item 5.  Interests of Named Experts and Counsel

                   Not Applicable.

              Item 6.   Indemnification of Directors and Officers

                   Article XI of the Registrant's Certificate of Incorporation
         provides for indemnification of directors and officers to the full
         extent permitted under Delaware law.  As permitted by Section 145 of
         the General Corporation Law of the State of Delaware, Article XI
         provides that the Registrant shall indemnify any director or officer,
         any person who has agreed to serve as a director or officer, or any
         person who was serving or has agreed to serve at the request of the
         Registrant as a director or officer of another entity, against amounts
         paid and expenses incurred (including attorney's fees) in connection
         with an action or proceeding to which he is a party or is threatened
         to be made a party by reason of such position, if such person shall
         have acted in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the corporation, and, in
         any criminal proceeding, if such person had no reasonable cause to
         believe his conduct was unlawful, provided that, in the case of
         actions brought by or in the right of the corporation, no
         indemnification shall be made with respect to any matter as to which
         such person shall have been adjudged to be liable to the corporation
         unless and only to the extent that the adjudicating court determines
         that such indemnification is proper under the circumstances.

                   Article XI provides that indemnification shall be paid by
         the Registrant if ordered by a court or unless a determination is made
         (i) by a disinterested majority of the Board of Directors or (ii) if
         such disinterested majority so directs, by independent legal counsel
         in a written opinion, or (iii) by the stockholders, that
         indemnification is not proper in the circumstances because the
         director or officer did not meet the applicable standard of conduct.
         Article XI also provides that, notwithstanding any other provision of
         such article, to the extent a director or officer has been successful
         on the merits or otherwise in defense of any such action, suit or
         proceeding, or in defense of any claim, issue or matter therein, he
         shall be indemnified against all costs, charges and expenses
         reasonably incurred by him in connection therewith.  

                   Article XI permits the payment by the Registrant of costs,
         charges and expenses incurred in defending a civil or criminal action
         in advance of its final disposition, subject, in the case of costs,
         charges and expenses incurred by a director or officer in his capacity
         as such, to receipt of an undertaking by the indemnified person to
         repay such payment if it is ultimately determined that such person is
         not entitled to indemnification under Article XI.

                                       II-2
Article VII of the Registrant's Certificate of Incorporation
         provides that no director shall be liable to the Registrant or its
         stockholders for monetary damages for breach of his fiduciary duty as
         a director, except for liabilities (i) for any breach of the
         director's duty of loyalty to the Registrant or its stockholders, (ii)
         for acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law, (iii) for acts in violation
         of Section 174 of the General Corporation Law of the State of
         Delaware, or (iv) for any transaction from which the director derived
         an improper personal benefit.

                   The Registrant has directors and officers liability
         insurance for the benefit of its directors and officers.               

                   Insofar as indemnification for liabilities arising under the
         Securities Act 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
         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 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 Securities Act and will be governed by the final
         adjudication of such issue.

              Item 7.  Exemption from Registration Claimed

                   Not applicable.

              Item 8.  Exhibits

                   The Exhibit Index immediately preceding the exhibits is
         incorporated herein by reference.

                                       II-3
Item 9.  Undertakings

                   1.   The 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;

                        (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 (i) and (ii) do not
              apply if the Registration Statement is on Form S-3 or Form S-8,
              and 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 Exchange Act that are incorporated by reference in the
              Registration Statement.

                   (2)  That, for the purpose of 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.

                   (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.

                   2.  The Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of
         the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Exchange Act (and, where applicable, each filing of an
         employee benefit plan's annual report pursuant to 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 in
         the initial bona fide offering thereof.

                                       II-4
3.  Insofar as indemnification for liabilities arising
         under the Securities Act 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 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 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
         Securities Act and will be governed by the final adjudication of
         such issue.

                                       II-5
SIGNATURES

              Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the
         undersigned, thereunto duly authorized, in the Town of Wakefield,
         Massachusetts on the 22nd day of June, 1995.

                                            BOSTON TECHNOLOGY, INC.

                                            By: /s/ John C.W. Taylor
                                            ------------------------
                                               Dr. John C.W. Taylor
                                               President and Chief
                                               Executive Officer

                                   POWER OF ATTORNEY

              We, the undersigned officers and directors of Boston
         Technology, Inc. hereby severally constitute Dr. John C.W. Taylor,
         Carol B. Langer, A.K. Wnorowski and John A. Burgess, and each of
         them singly, our true and lawful attorneys with full power to them,
         and each of them singly, to sign for us and in our names in the
         capacities indicated below, the Registration Statement on Form S-8
         filed herewith and any and all subsequent amendments to said
         Registration Statement, and generally to do all such things in our
         names and behalf in our capacities as officers and directors to
         enable Boston Technology, Inc. to comply with all requirements of
         the Securities and Exchange Commission, hereby ratifying and
         confirming our signatures as they may be signed by said attorneys,
         or any of them, to said Registration Statement and any and all
         amendments thereto.

                                       II-6
Pursuant to the requirements of the Securities Act, this
         Registration Statement has been signed below by the following
         persons in the capacities and on the date indicated.  

              Signature                Title                       Date

         /s/ John C.W. Taylor        President, Chief         ) 
         --------------------        Executive Officer and    )
         Dr. John C.W. Taylor        Director (principal      )
                                     executive officer)       )
                                                              ) 
                                                              ) 
                                                              ) 
         /s/ Carol B. Langer         Vice President, Finance, )
         -------------------         Treasurer and Chief      )
         Carol B. Langer             Financial Officer        )
                                     (principal financial     )
                                     officer)                 ) 
                                                              )
                                                              )
                                                              )
         /s/ Mary C. Carr            Corporate Controller     )
         ------------------          (principal accounting    ) 
         Mary C. Carr                officer)                 )
                                                              )
                                                              )
         /s/ Greg C. Carr            Director                 ) June 22, 1995 
         ------------------                                   )
         Greg C. Carr                                         )
                                                              )
                                                              )
         /s/ Richard J. Connaughton  Director                 )
         --------------------------                           )
         Richard J. Connaughton                               )      
                                                              ) 
                                                              ) 
         /s/ Herman B. Leonard       Director                 ) 
         ---------------------                                )
         Herman B. Leonard                                    )      
                                                              ) 
                                                              ) 
         /s/ Joseph E. Norberg       Director                 ) 
         ---------------------                                )
         Joseph E. Norberg                                    ) 
                                                              ) 
                                                              ) 
         /s/ Richard K. Snelling     Director                 ) 
         -----------------------                              )
         Richard K. Snelling                                  )        

                                       II-7
Exhibit Index

    Exhibit                                                      
    Number       Description                                      

       3.1 (1)   Certificate of Incorporation, as amended, 
                 of the Registrant

       3.2 (1)   By-Laws, as amended, of the Registrant

       5.1       Opinion of Hale and Dorr                            

      23.1       Consent of Hale and Dorr (included in 
                 Exhibit 5.1)

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

      24.1       Power of Attorney (included on the signature
                 page of this Registration Statement)

         ______________________
         (1)  Incorporated herein by reference from the Registrant's
              Registration Statement on Form S-1 (File No. 33-32134). 

                                       II-8