As filed with the Securities and Exchange Commission
                               on March 11, 1996

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              Dynatech Corporation
             (Exact name of registrant as specified in its charter)

       Massachusetts                                   04-2258582
      (State or other                              (I.R.S. Employer
jurisdiction of incorporation)                     Identification No.)

                          3 New England Executive Park
                      Burlington, Massachusetts 01803-5087
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                              DYNATECH CORPORATION
                      1994 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)


                                  John F. Reno
                      President and Chief Executive Officer
                              Dynatech Corporation
                          3 New England Executive Park

                      Burlington, Massachusetts 01803-5087
                     (Name and address of agent for service)


                                 (617) 272-6100
          (Telephone number, including area code, of agent for service)

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                    Proposed     Proposed   
                                     Maximum      Maximum     Amount
     Title                          Offering    Aggregate    of Regi- 
  of Securities     Amount to be    Price Per   Offering     stration
 to be Registered     Registered    Share(1)     Price(1)      Fee(1)
---------------------------------------------------------------------
 <S>                <C>             <C>         <C>          <C>
 Common Stock,      1,900,000       $25.38      $48,222,000  $16,629
 $.20 par value     shares                              
---------------------------------------------------------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) and based on the  average of the  reported  high and low
sale  prices of the  Registrant's  Common  Stock on the Nasdaq  National  Market
System on March 4, 1996.
</TABLE>

<PAGE>


                     STATEMENT OF INCORPORATION BY REFERENCE

         This Registration Statement on Form S-8 (the "Registration  Statement")
incorporates  by reference  the contents of the  Registration  Statement on Form
S-8,  File  No.  33-57495,  filed  by  Dynatech  Corporation,   a  Massachusetts
corporation  (the  "Company"),  with the Securities  and Exchange  Commission on
January 30,  1995,  relating to the Dynatech  Corporation  1994 Stock Option and
Incentive Plan.

<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January 26,
1996.

                              DYNATECH CORPORATION


                               By:JOHN F. RENO
                                  President and Chief
                                  Executive Officer



                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Dynatech  Corporation hereby severally constitute John
F. Reno,  Robert H. Hertz and Peter B. Tarr,  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  filed  herewith  and  any  and all  amendments  to said  Registration
Statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities as officers and directors to enable  Dynatech  Corporation  to comply
with the provisions of the Securities  Act of 1933 and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.

<PAGE>

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

   SIGNATURES                         CAPACITY                    DATE
   ----------                         --------                    ----

RICHARD K. LOCHRIDGE            Chairman of the Board          January 26, 1996
                                   and Director


JOHN F. RENO                 President, Chief Executive        January 26, 1996
                               Officer and Director


ROBERT H. HERTZ             Chief Financial Officer and        January 26, 1996
                           Treasurer (Principal Financial
                               and Accounting Officer)


RONALD L. BITTNER                 Director                    January 26, 1996


WILLIAM R. COOK                   Director                    January 26, 1996


O. GENE GABBARD                   Director                    January 26, 1996


JAMES B. HANGSTEFER               Director                    January 26, 1996


L. DENNIS KOZLOWSKI               Director                    January 26, 1996


ROBERT G. PAUL                    Director                    January 26, 1996


PETER VAN CUYLENBURG              Director                    January 26, 1996

<PAGE>
                                  EXHIBIT INDEX



EXHIBIT
NUMBER                        EXHIBIT                                   PAGE


 4.1              Amendment to Dynatech Corporation 1994 Stock Option
                  and Incentive Plan.

 4.2              Specimen certificate representing the Common           --
                  Stock of the Company - filed as Exhibit 4.1
                  to the Registration Statement of Form S-8, SEC
                  File No. 33-19280 and incorporated herein by
                  reference.

 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 in the signature           --
                  pages of this Registration Statement).


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "DYNATECH CORPORATION FORM S-8", "secsgml_size_bytes": 7044}]
{"company-data": {"conformed-name": "DYNATECH CORP", "cik": "0000030841", "assigned-sic": "3825", "irs-number": "042258582", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01639", "film-number": "96533631"}, "business-address": {"street1": "3 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803-5087", "phone": "6172726100"}, "mail-address": {"street1": "3 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803-5087"}}
As filed with the Securities and Exchange Commission
                               on March 11, 1996

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              Dynatech Corporation
             (Exact name of registrant as specified in its charter)

       Massachusetts                                   04-2258582
      (State or other                              (I.R.S. Employer
jurisdiction of incorporation)                     Identification No.)

                          3 New England Executive Park
                      Burlington, Massachusetts 01803-5087
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                              DYNATECH CORPORATION
                      1994 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                                  John F. Reno
                      President and Chief Executive Officer
                              Dynatech Corporation
                          3 New England Executive Park

                      Burlington, Massachusetts 01803-5087
                     (Name and address of agent for service)

                                 (617) 272-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed     Proposed   
                                     Maximum      Maximum     Amount
     Title                          Offering    Aggregate    of Regi- 
  of Securities     Amount to be    Price Per   Offering     stration
 to be Registered     Registered    Share(1)     Price(1)      Fee(1)
---------------------------------------------------------------------
Common Stock,      1,900,000       $25.38      $48,222,000  $16,629
 $.20 par value     shares                              
---------------------------------------------------------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) and based on the  average of the  reported  high and low
sale  prices of the  Registrant's  Common  Stock on the Nasdaq  National  Market
System on March 4, 1996.
STATEMENT OF INCORPORATION BY REFERENCE

         This Registration Statement on Form S-8 (the "Registration  Statement")
incorporates  by reference  the contents of the  Registration  Statement on Form
S-8,  File  No.  33-57495,  filed  by  Dynatech  Corporation,   a  Massachusetts
corporation  (the  "Company"),  with the Securities  and Exchange  Commission on
January 30,  1995,  relating to the Dynatech  Corporation  1994 Stock Option and
Incentive Plan.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January 26,
1996.

                              DYNATECH CORPORATION

                               By:JOHN F. RENO
                                  President and Chief
                                  Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Dynatech  Corporation hereby severally constitute John
F. Reno,  Robert H. Hertz and Peter B. Tarr,  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  filed  herewith  and  any  and all  amendments  to said  Registration
Statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities as officers and directors to enable  Dynatech  Corporation  to comply
with the provisions of the Securities  Act of 1933 and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorneys,  or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

   SIGNATURES                         CAPACITY                    DATE
   ----------                         --------                    ----

RICHARD K. LOCHRIDGE            Chairman of the Board          January 26, 1996
                                   and Director

JOHN F. RENO                 President, Chief Executive        January 26, 1996
                               Officer and Director

ROBERT H. HERTZ             Chief Financial Officer and        January 26, 1996
                           Treasurer (Principal Financial
                               and Accounting Officer)

RONALD L. BITTNER                 Director                    January 26, 1996

WILLIAM R. COOK                   Director                    January 26, 1996

O. GENE GABBARD                   Director                    January 26, 1996

JAMES B. HANGSTEFER               Director                    January 26, 1996

L. DENNIS KOZLOWSKI               Director                    January 26, 1996

ROBERT G. PAUL                    Director                    January 26, 1996

PETER VAN CUYLENBURG              Director                    January 26, 1996
EXHIBIT INDEX

EXHIBIT
NUMBER                        EXHIBIT                                   PAGE

 4.1              Amendment to Dynatech Corporation 1994 Stock Option
                  and Incentive Plan.

 4.2              Specimen certificate representing the Common           --
                  Stock of the Company - filed as Exhibit 4.1
                  to the Registration Statement of Form S-8, SEC
                  File No. 33-19280 and incorporated herein by
                  reference.

 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 in the signature           --
                  pages of this Registration Statement).