As filed with the Securities and Exchange Commission on September 18, 1997
                                                     Registration No. 333-______

================================================================================

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8

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

                       NATIONAL TRANSACTION NETWORK, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                      75-153523
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    117 Flanders Road, Westborough, MA 01581
               (Address of principal executive offices) (Zip Code)

                         1995 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

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

                                L. BARRY THOMSON
                      President and Chief Executive Officer
                       NATIONAL TRANSACTION NETWORK, INC.
                                117 Flanders Road
                        Westborough, Massachusetts 01581
                                 (508) 870-3200
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                    Copy to:

                            GEORGE W. THIBEAULT, ESQ.
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                                Boston, MA 02110
                                 (617) 248-7000
================================================================================










 

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== =============== ============ ============= ==============

                                              Proposed      Proposed
          Title of                            Maximum        Maximum
         Securities               Amount      Offering      Aggregate    Amount of
            to be                 to be      Price Per      Offering    Registration
         Registered             Registered     Share          Price          Fee
--------------------------- --------------- ------------ ------------- --------------

<S>                         <C>              <C>          <C>            <C>                                             
1995 DIRECTOR STOCK OPTION
PLAN
Common Stock,                60,000 shares    $.41(1)     $ 24,600(1)      $  7.46
$.15 par value               20,000 shares    $.22(1)      $ 4,400(1)      $  1.34
                             15,000 shares    $.44(1)      $ 6,600(1)      $  2.00
                              5,000 shares    $.25(1)      $ 1,250(1)      $   .38
                            200,000 shares    $.86(2)     $172,000(2)      $ 52.12

TOTAL:                      300,000 shares                                 $ 63.30
                            ==============                                  ======

=====================================================================================
</TABLE>

(1)      Such shares are  issuable  upon  exercise of  outstanding  options with
         fixed exercise  prices.  Pursuant to Regulation C, Rule 457(h)(1) under
         the  Securities Act of 1933, as amended,  the aggregate  offering price
         and the fee have been computed upon the basis of the price at which the
         options may be  exercised.  The offering  price per share set forth for
         the  shares is the  maximum  exercise  price  per  share at which  such
         options are exercisable.

(2)      The price of $.86 per  share  which is the  average  of the bid and ask
         price  reported on the OTC Market as  reported on the "pink  sheets" on
         September 16, 1997, is set forth solely for purposes of calculating the
         filing fee  pursuant to Rule  457(c) and is used only for those  shares
         without a fixed exercise price.

================================================================================



                                       2










         This Registration Statement registers additional securities of the same
class as other securities for which a registration  statement filed on this form
relating to the Registrant's 1988 Stock Plan and 1993 Director Stock Option Plan
is  effective.  Pursuant to General  Instruction  E to Form S-8, the  Registrant
hereby  incorporates  by  reference  herein  the  information  contained  in the
Registrant's  Registration  Statement on Form S-8 (Registration No. 33-66732) as
filed with the Securities and Exchange Commission (the "Commission") on July 30,
1993.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following  document  filed with the Commission is  incorporated  by
reference in this Registration Statement:

         (a)      Registrant's  Annual  Report  on Form  10-K  (Commission  File
                  Number  0-10966) for the fiscal year ended  December 31, 1996,
                  filed with the Commission on March 24, 1997.

         (b)      Registrant's  Quarterly  Report on Form 10-Q  (Commission File
                  Number  0-10966) for the fiscal  quarter ended March 31, 1997,
                  filed with the Commission on May 14, 1997.

         (c)      Registrant's  Quarterly  Report on Form 10-Q  (Commission File
                  Number  0-10966) for the fiscal  quarter  ended June 30, 1997,
                  filed with the Commission on August 13, 1997.

         All documents  subsequently filed with the Commission 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 securities
offered herein have been sold or which deregisters all securities 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.

         Any statement contained in any document  incorporated,  or deemed to be
incorporated,  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any subsequently  filed document which also is, or deemed
to be,  incorporated by reference  herein modifies or supersedes such statement.
Except as so  modified  or  superseded,  such  statement  shall not be deemed to
constitute a part of this Registration Statement.


                                       3










Item 8.  Exhibits

         Exhibit No.       Description of Exhibit
         ----------        ----------------------

         Exhibit 4.1       1995 Director  Stock Option Plan (filed as an Exhibit
                           to  Registrant's  Annual  Report on Form 10-K for the
                           fiscal year ended December 31, 1995 and  incorporated
                           herein by reference).

         Exhibit 4.2       Form of Director  Stock  Option  Agreement  under the
                           1995  Director  Stock  Option Plan of the  Registrant
                           (filed as an Exhibit to Registrant's Annual Report on
                           Form 10-K for the fiscal year ended December 31, 1995
                           and incorporated herein by reference).

         Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.

         Exhibit 23.1      Consent of Deloitte & Touche LLP.

         Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault,  LLP (included
                           in Exhibit 5.1).

         Exhibit 24.1      Power of Attorney  (included as part of the signature
                           page to this Registration Statement).



                                       4











                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant, National Transaction Network, Inc., 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  Westborough,
Commonwealth of Massachusetts, on this 17th day of September, 1997.

                                          NATIONAL TRANSACTION NETWORK, INC.



                                      By: /s/ L. Barry Thomson
                                          --------------------
                                          L. Barry Thomson
                                          Chief Executive Officer, President and
                                          Chairman of the Board of Directors

 
                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature  appears below  constitutes  and appoints,  jointly and severally,  L.
Barry  Thomson,  Kenneth M. Kubler and Milton A.  Alpern his  attorneys-in-fact,
each with the power of substitution,  for him in any and all capacities, to sign
any   amendments  to  this   Registration   Statement  on  Form  S-8  (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                            Title                                         Date
      ---------                            -----                                         ----

<S>                                   <C>                                          <C> 
/s/ L. Barry Thomson                  Chief Executive Officer, President and        September 17, 1997
--------------------
L. Barry Thomson                      Chairman of the Board of Directors
                                      (Principal Executive Officer)

/s/ Milton A. Alpern                  Vice President of Finance and                 September 17, 1997
--------------------
Milton A. Alpern                      Administration (Principal Financial and
                                      Accounting Officer)

/s/ Kenneth M. Kubler                 Executive Vice President, General             September 17, 1997
---------------------
Kenneth M. Kubler                     Manager and Director

/s/ George C. Whitton                 Director                                      September 17, 1997
---------------------
George C. Whitton

/s/ Christopher F. Schellhorn         Director                                      September 17, 1997
-----------------------------
Christopher F. Schellhorn
</TABLE>




                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                                     Sequentially
Exhibit                                        Description of Exhibit                               Numbered Page
-------                                        ----------------------                               -------------

<S>                   <C>                                                                                <C>                      
Exhibit 4.1           1995 Director Stock Option Plan (filed as an Exhibit to Registrant's
                      Annual  Report  on Form  10-K for the  fiscal  year  ended
                      December 31, 1995 and incorporated herein by reference).

Exhibit 4.2           Form of Director Stock Option Agreement under the 1995 Director Stock
                      Option Plan of the Registrant (filed as an Exhibit to Registrant's
                      Annual Report on Form 10-K for the fiscal year ended December 31, 1995
                      and incorporated herein by reference).
Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault, LLP.                                         7

Exhibit 23.1          Consent of Deloitte & Touche LLP.                                                   8

Exhibit 23.2          Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).               7


Exhibit 24.1          Power of Attorney (included as part of the signature page to this                   5
                      Registration Statement).
</TABLE>










                                   Exhibit 5.1



                               September 18, 1997


National Transaction Network, Inc.
117 Flanders Road
Westborough, MA 01581

         Re:     Registration  Statement  on  Form  S-8  Relating  to  the  1995
                 Director Stock Option Plan (the "Plan")of National  Transaction
                 Network, Inc. (the "Company")

Dear Sir or Madam:

         Reference is made to the above-captioned Registration Statement on Form
S-8 (the  "Registration  Statement")  filed by the Company on or about September
18, 1997 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to an additional 300,000 shares of Common Stock, $.15
par  value  per  share,  of the  Company  issuable  pursuant  to the  Plan  (the
"Shares").

         We have  examined,  are  familiar  with,  and have relied as to factual
matters solely upon, copies of the Plan, the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company,  the minute books
and  stock  records  of the  Company  and  originals  or  copies  of such  other
documents,  certificates  and  proceedings  as we have deemed  necessary for the
purpose of rendering this opinion.

         Based on the foregoing, we are of the opinion that the Shares have been
duly  authorized  and, when issued and paid for in accordance  with the terms of
the Plan,  the terms of any  option or  purchase  right  grant  thereunder  duly
authorized by the Company's Board of Directors or Compensation Committee and any
related agreements with the Company,  if any, will be validly issued,  full paid
and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                                 Very truly yours,



                                                 TESTA, HURWITZ & THIBEAULT, LLP











                                  Exhibit 23.1






INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this  Registration  Statement of
National  Transaction  Network,  Inc. (the  "Company") on Form S-8 of our report
dated March 3, 1997,  appearing in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1996.



Deloitte & Touche LLP
Boston, Massachusetts
September 17, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16195}]
{"company-data": {"conformed-name": "NATIONAL TRANSACTION NETWORK INC", "cik": "0000315999", "assigned-sic": "7373", "irs-number": "751535237", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35893", "film-number": "97682313"}, "business-address": {"street1": "9 KANE INDUSTRIAL DR", "city": "HUDSON", "state": "MA", "zip": "01749", "phone": "5085626500"}, "mail-address": {"street1": "9 KANE INDUSTRIAL DRIVE", "city": "HUDSON", "state": "MA", "zip": "01749"}}
As filed with the Securities and Exchange Commission on September 18, 1997
                                                     Registration No. 333-______

================================================================================

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM S-8

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

                       NATIONAL TRANSACTION NETWORK, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                      75-153523
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    117 Flanders Road, Westborough, MA 01581
               (Address of principal executive offices) (Zip Code)

                         1995 DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

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

                                L. BARRY THOMSON
                      President and Chief Executive Officer
                       NATIONAL TRANSACTION NETWORK, INC.
                                117 Flanders Road
                        Westborough, Massachusetts 01581
                                 (508) 870-3200
             (Name, address including zip code and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                    Copy to:

                            GEORGE W. THIBEAULT, ESQ.
                         Testa, Hurwitz & Thibeault, LLP
                                High Street Tower
                                 125 High Street
                                Boston, MA 02110
                                 (617) 248-7000
================================================================================

 

                         CALCULATION OF REGISTRATION FEE
=========================== =============== ============ ============= ==============

                                              Proposed      Proposed
          Title of                            Maximum        Maximum
         Securities               Amount      Offering      Aggregate    Amount of
            to be                 to be      Price Per      Offering    Registration
         Registered             Registered     Share          Price          Fee
--------------------------- --------------- ------------ ------------- --------------
1995 DIRECTOR STOCK OPTION
PLAN
Common Stock,                60,000 shares    $.41(1)     $ 24,600(1)      $  7.46
$.15 par value               20,000 shares    $.22(1)      $ 4,400(1)      $  1.34
                             15,000 shares    $.44(1)      $ 6,600(1)      $  2.00
                              5,000 shares    $.25(1)      $ 1,250(1)      $   .38
                            200,000 shares    $.86(2)     $172,000(2)      $ 52.12

TOTAL:                      300,000 shares                                 $ 63.30
                            ==============                                  ======

=====================================================================================
(1)      Such shares are  issuable  upon  exercise of  outstanding  options with
         fixed exercise  prices.  Pursuant to Regulation C, Rule 457(h)(1) under
         the  Securities Act of 1933, as amended,  the aggregate  offering price
         and the fee have been computed upon the basis of the price at which the
         options may be  exercised.  The offering  price per share set forth for
         the  shares is the  maximum  exercise  price  per  share at which  such
         options are exercisable.

(2)      The price of $.86 per  share  which is the  average  of the bid and ask
         price  reported on the OTC Market as  reported on the "pink  sheets" on
         September 16, 1997, is set forth solely for purposes of calculating the
         filing fee  pursuant to Rule  457(c) and is used only for those  shares
         without a fixed exercise price.

================================================================================

                                       2

         This Registration Statement registers additional securities of the same
class as other securities for which a registration  statement filed on this form
relating to the Registrant's 1988 Stock Plan and 1993 Director Stock Option Plan
is  effective.  Pursuant to General  Instruction  E to Form S-8, the  Registrant
hereby  incorporates  by  reference  herein  the  information  contained  in the
Registrant's  Registration  Statement on Form S-8 (Registration No. 33-66732) as
filed with the Securities and Exchange Commission (the "Commission") on July 30,
1993.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following  document  filed with the Commission is  incorporated  by
reference in this Registration Statement:

         (a)      Registrant's  Annual  Report  on Form  10-K  (Commission  File
                  Number  0-10966) for the fiscal year ended  December 31, 1996,
                  filed with the Commission on March 24, 1997.

         (b)      Registrant's  Quarterly  Report on Form 10-Q  (Commission File
                  Number  0-10966) for the fiscal  quarter ended March 31, 1997,
                  filed with the Commission on May 14, 1997.

         (c)      Registrant's  Quarterly  Report on Form 10-Q  (Commission File
                  Number  0-10966) for the fiscal  quarter  ended June 30, 1997,
                  filed with the Commission on August 13, 1997.

         All documents  subsequently filed with the Commission 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 securities
offered herein have been sold or which deregisters all securities 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.

         Any statement contained in any document  incorporated,  or deemed to be
incorporated,  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any subsequently  filed document which also is, or deemed
to be,  incorporated by reference  herein modifies or supersedes such statement.
Except as so  modified  or  superseded,  such  statement  shall not be deemed to
constitute a part of this Registration Statement.

                                       3

Item 8.  Exhibits

         Exhibit No.       Description of Exhibit
         ----------        ----------------------

         Exhibit 4.1       1995 Director  Stock Option Plan (filed as an Exhibit
                           to  Registrant's  Annual  Report on Form 10-K for the
                           fiscal year ended December 31, 1995 and  incorporated
                           herein by reference).

         Exhibit 4.2       Form of Director  Stock  Option  Agreement  under the
                           1995  Director  Stock  Option Plan of the  Registrant
                           (filed as an Exhibit to Registrant's Annual Report on
                           Form 10-K for the fiscal year ended December 31, 1995
                           and incorporated herein by reference).

         Exhibit 5.1       Opinion of Testa, Hurwitz & Thibeault, LLP.

         Exhibit 23.1      Consent of Deloitte & Touche LLP.

         Exhibit 23.2      Consent of Testa, Hurwitz & Thibeault,  LLP (included
                           in Exhibit 5.1).

         Exhibit 24.1      Power of Attorney  (included as part of the signature
                           page to this Registration Statement).

                                       4

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant, National Transaction Network, Inc., 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  Westborough,
Commonwealth of Massachusetts, on this 17th day of September, 1997.

                                          NATIONAL TRANSACTION NETWORK, INC.

                                      By: /s/ L. Barry Thomson
                                          --------------------
                                          L. Barry Thomson
                                          Chief Executive Officer, President and
                                          Chairman of the Board of Directors

 
                                POWER OF ATTORNEY

         KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  such  person  whose
signature  appears below  constitutes  and appoints,  jointly and severally,  L.
Barry  Thomson,  Kenneth M. Kubler and Milton A.  Alpern his  attorneys-in-fact,
each with the power of substitution,  for him in any and all capacities, to sign
any   amendments  to  this   Registration   Statement  on  Form  S-8  (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorneys-in-fact,  or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                            Title                                         Date
      ---------                            -----                                         ----
/s/ L. Barry Thomson                  Chief Executive Officer, President and        September 17, 1997
--------------------
L. Barry Thomson                      Chairman of the Board of Directors
                                      (Principal Executive Officer)

/s/ Milton A. Alpern                  Vice President of Finance and                 September 17, 1997
--------------------
Milton A. Alpern                      Administration (Principal Financial and
                                      Accounting Officer)

/s/ Kenneth M. Kubler                 Executive Vice President, General             September 17, 1997
---------------------
Kenneth M. Kubler                     Manager and Director

/s/ George C. Whitton                 Director                                      September 17, 1997
---------------------
George C. Whitton

/s/ Christopher F. Schellhorn         Director                                      September 17, 1997
-----------------------------
Christopher F. Schellhorn
INDEX TO EXHIBITS
Sequentially
Exhibit                                        Description of Exhibit                               Numbered Page
-------                                        ----------------------                               -------------
Exhibit 4.1           1995 Director Stock Option Plan (filed as an Exhibit to Registrant's
                      Annual  Report  on Form  10-K for the  fiscal  year  ended
                      December 31, 1995 and incorporated herein by reference).

Exhibit 4.2           Form of Director Stock Option Agreement under the 1995 Director Stock
                      Option Plan of the Registrant (filed as an Exhibit to Registrant's
                      Annual Report on Form 10-K for the fiscal year ended December 31, 1995
                      and incorporated herein by reference).
Exhibit 5.1           Opinion of Testa, Hurwitz & Thibeault, LLP.                                         7

Exhibit 23.1          Consent of Deloitte & Touche LLP.                                                   8

Exhibit 23.2          Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).               7

Exhibit 24.1          Power of Attorney (included as part of the signature page to this                   5
                      Registration Statement).
Exhibit 5.1

                               September 18, 1997

National Transaction Network, Inc.
117 Flanders Road
Westborough, MA 01581

         Re:     Registration  Statement  on  Form  S-8  Relating  to  the  1995
                 Director Stock Option Plan (the "Plan")of National  Transaction
                 Network, Inc. (the "Company")

Dear Sir or Madam:

         Reference is made to the above-captioned Registration Statement on Form
S-8 (the  "Registration  Statement")  filed by the Company on or about September
18, 1997 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to an additional 300,000 shares of Common Stock, $.15
par  value  per  share,  of the  Company  issuable  pursuant  to the  Plan  (the
"Shares").

         We have  examined,  are  familiar  with,  and have relied as to factual
matters solely upon, copies of the Plan, the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company,  the minute books
and  stock  records  of the  Company  and  originals  or  copies  of such  other
documents,  certificates  and  proceedings  as we have deemed  necessary for the
purpose of rendering this opinion.

         Based on the foregoing, we are of the opinion that the Shares have been
duly  authorized  and, when issued and paid for in accordance  with the terms of
the Plan,  the terms of any  option or  purchase  right  grant  thereunder  duly
authorized by the Company's Board of Directors or Compensation Committee and any
related agreements with the Company,  if any, will be validly issued,  full paid
and nonassessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                                 Very truly yours,

                                                 TESTA, HURWITZ & THIBEAULT, LLP

                                  Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
National  Transaction  Network,  Inc. (the  "Company") on Form S-8 of our report
dated March 3, 1997,  appearing in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1996.

Deloitte & Touche LLP
Boston, Massachusetts
September 17, 1997