As filed with the Securities and Exchange Commission on December __, 1995
			  Registration No. 33 _______

		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)
			__________________

    Massachusetts                             No. 04-2697554
     (State or other                         (I.R.S. Employer
     jurisdiction of                         Identification No.)
     incorporation or                       
     Organization)

		      55 Fairbanks Boulevard
		Marlborough, Massachusetts 01752 
			  (508) 460-2000
  (Address, including zip code, and telephone number, including area code, of
		   registrant's principal executive offices)
			__________________
		Stock Option Plan (January, 1983)
	      Non-Qualified Common Stock Option Plan
		   Employee Stock Purchase 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)


		 CALCULATION OF REGISTRATION FEE

				  Proposed         Proposed
     Title of       Amount to       maximum         maximum        Amount of
    securities         be       offering price     aggregate      registration
      to be        registered    per share (2)   offering price      fee
     registered         (1)                            (2)
   _____________   ___________  _______________   _____________    __________

 Common Stock,      2,100,000      $31.0625       $65,231,250     $22,493.54
 $.01 par value


(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
November 27, 1995.

EXPLANATORY NOTE

     This registration statement on Form S-8 covers an additional
2,100,000 shares of  Common Stock, $.01  par value, reserved  for
issuance under  the Stock Option  Plan (January, 1983),  the Non-
Qualified  Common  Stock  Option  Plan  and  the  Employee  Stock
Purchase  Plan  of  Stratus  Computer, Inc.  (the   Plans ).  The
Company  has previously  registered  an  aggregate of  11,819,600
shares issued  or  issuable under  the  Plans 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 and 33-67758.





			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     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 January 1, 1995; and

     (b)  The Company's  quarterly reports  on Form 10-Q  for the
quarters ending April 2, 1995, July  2, 1995 and October 1, 1995;
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

			       II-1








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 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  Bylaws  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   Bylaws  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.


			       II-2






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 By-
		laws, 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 5 effective August 1, 1995).

     10.2      The  Company 's  Non-Qualified Common  Stock Option
	       Plan (Restatement Number 4 effective August  1,
	       1995).

     10.3      The   Company s   Employee  Stock   Purchase  Plan
	       (amended and restated as of August 1, 1995).

     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 6).

_________________________________

* Incorporated  by reference to  Exhibit 3.2(b) to  the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.

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







			       II-3








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 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; and

	  (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  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.

     (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  November 21,
1995.

			      Stratus Computer, Inc. (Issuer and
			      Employer)


			      By: /s/ William E. Foster           
			      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   November
21, 1995 by the following persons in the capacities indicated.

Name                                         Capacity

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

/s/ Gary E. Haroian                     President, Chief Operating
					Officer and Director
					Gary E. Haroian

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

/s/ Arthur Carr                         Director
Arthur Carr

/s/ Paul J. Ferri                       Director
Paul J. Ferri

/s/ Gardner C. Hendrie                  Director
Gardner C. Hendrie





			       II-6







			INDEX TO EXHIBITS

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 5 effective August 1, 1995).

     10.2   The Company s Non-Qualified Common
	    Stock Option Plan (Restatement Number 4
	    effective August 1, 1995).

     10.3   The Company s Employee Stock Purchase Plan
	    (amended and restated as of August 1, 1995).

     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 6).

_________________________________

 *   Incorporated by reference to Exhibit 3.2(b) to the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.

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








			       II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16216}]
{"company-data": {"conformed-name": "STRATUS COMPUTER INC", "cik": "0000723610", "assigned-sic": "7373", "irs-number": "042697554", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64709", "film-number": "95598731"}, "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 December __, 1995
			  Registration No. 33 _______

		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)
			__________________

    Massachusetts                             No. 04-2697554
     (State or other                         (I.R.S. Employer
     jurisdiction of                         Identification No.)
     incorporation or                       
     Organization)

		      55 Fairbanks Boulevard
		Marlborough, Massachusetts 01752 
			  (508) 460-2000
  (Address, including zip code, and telephone number, including area code, of
		   registrant's principal executive offices)
			__________________
		Stock Option Plan (January, 1983)
	      Non-Qualified Common Stock Option Plan
		   Employee Stock Purchase 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)

		 CALCULATION OF REGISTRATION FEE

				  Proposed         Proposed
     Title of       Amount to       maximum         maximum        Amount of
    securities         be       offering price     aggregate      registration
      to be        registered    per share (2)   offering price      fee
     registered         (1)                            (2)
   _____________   ___________  _______________   _____________    __________

 Common Stock,      2,100,000      $31.0625       $65,231,250     $22,493.54
 $.01 par value

(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
November 27, 1995.

EXPLANATORY NOTE

     This registration statement on Form S-8 covers an additional
2,100,000 shares of  Common Stock, $.01  par value, reserved  for
issuance under  the Stock Option  Plan (January, 1983),  the Non-
Qualified  Common  Stock  Option  Plan  and  the  Employee  Stock
Purchase  Plan  of  Stratus  Computer, Inc.  (the   Plans ).  The
Company  has previously  registered  an  aggregate of  11,819,600
shares issued  or  issuable under  the  Plans 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 and 33-67758.

			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     
			     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 January 1, 1995; and

     (b)  The Company's  quarterly reports  on Form 10-Q  for the
quarters ending April 2, 1995, July  2, 1995 and October 1, 1995;
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

			       II-1

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 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  Bylaws  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   Bylaws  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.

			       II-2

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 By-
		laws, 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 5 effective August 1, 1995).

     10.2      The  Company 's  Non-Qualified Common  Stock Option
	       Plan (Restatement Number 4 effective August  1,
	       1995).

     10.3      The   Company s   Employee  Stock   Purchase  Plan
	       (amended and restated as of August 1, 1995).

     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 6).

_________________________________

* Incorporated  by reference to  Exhibit 3.2(b) to  the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.

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

			       II-3

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 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; and

	  (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  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.

     (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  November 21,
1995.

			      Stratus Computer, Inc. (Issuer and
			      Employer)

			      By: /s/ William E. Foster           
			      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   November
21, 1995 by the following persons in the capacities indicated.

Name                                         Capacity

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

/s/ Gary E. Haroian                     President, Chief Operating
					Officer and Director
					Gary E. Haroian

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

/s/ Arthur Carr                         Director
Arthur Carr

/s/ Paul J. Ferri                       Director
Paul J. Ferri

/s/ Gardner C. Hendrie                  Director
Gardner C. Hendrie

			       II-6

			INDEX TO EXHIBITS

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 5 effective August 1, 1995).

     10.2   The Company s Non-Qualified Common
	    Stock Option Plan (Restatement Number 4
	    effective August 1, 1995).

     10.3   The Company s Employee Stock Purchase Plan
	    (amended and restated as of August 1, 1995).

     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 6).

_________________________________

 *   Incorporated by reference to Exhibit 3.2(b) to the Company's
Report on Form 10-K filed with the SEC on March 31, 1995.

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

			       II-7