SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM 8-A

  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
   SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                      STRATUS COMPUTER, INC.

      (Exact name of registrant as specified in its charter)


Massachusetts                                    04-26977554
(State of incorporation or organization)         (IRS Employee
                                               Identification No.)

          55 Fairbanks Blvd., Marlborough, Massachusetts   01752
          (Address of principal executive offices)         (Zip Code)


          Securities to be registered pursuant to Section 12(b) of the Act:


                             COMMON STOCK, $.01 Par Value
                                         and
                             COMMON STOCK PURCHASE RIGHTS
                             
                      (Title of each class to be so registered)


                             PACIFIC STOCK EXCHANGE, INC.

           (Name of each exchange on which each class is to be registered)


          Securities to be registered pursuant to Section 12(g) of the Act:

                                        NONE




          
          
          
          
          
          
          
          
          
       Item 1.  Description of Registrant's Securities to be Registered

               The first class of securities being registered is Common
          Stock, $.01 par value, of which 150,000,000 shares are currently
          authorized pursuant to the Registrant's Articles of Organization,
          as amended.  As of March 1, 1995, 25,080,190 of such shares were
          outstanding.  The second class of securities being registered is
          Common Stock Purchase Rights (the "Rights").  As of March 1,
          1995, 25,080,190 Rights were outstanding, one per each share of
          the Registrant's outstanding Common Stock.  Both classes of
          securities were heretofore registered pursuant to Section 12(b)
          of the Act for listing on the New York, Boston and Chicago Stock
          Exchanges.

               Registrant incorporates by reference the description of both
          such classes of Registrant's securities to be registered, filed
          as Item 1 to Form 8-A, filed April 1, 1991 and supplements such
          description as follows:

               In 1990 The Commonwealth of Massachusetts enacted a
          law requiring every publicly-held corporation organized under
          Massachusetts law to have a classified (staggered) Board of
          Directors, unless the corporation takes certain prescribed steps
          which would permit it not to have a classified board. On
          October 16, 1990, the Board of Directors of the Registrant voted 
          unanimously to classify the Board members into three classes.  
          Each class of Directors is elected, in successive years, for a 
          three year term. In each case the Directors are elected to hold 
          office until their successors have been duly elected and qualified.
          

          Item 2.   Exhibits

               The following exhibits are being filed with copies of this
          Registration Statement filed with the Pacific Stock Exchange,
          Inc., but, as permitted by the Commission's Rules and
          Regulations, are omitted from the filing made with the
          Commission:

          3.01      Registrant's Annual Report on Form 10-K for the year
                    ended January 2, 1994.

          4.01      Registrant's Quarterly Report on Form 10-Q for the
                    quarter ended April 3, 1994.

          4.02      Registrant's Quarterly Report on Form 10-Q for the
                    quarter ended July 3, 1994.

          4.03      Registrant's Quarterly Report on Form 10-Q for the
                    quarter ended October 2, 1994.

          5.01      Registrant's Proxy Statement dated March 15, 1994.

          5.02      Registrant's Articles of Organization, as amended.

          6.03      Rights Agreement dated December 4, 1990 (the "Rights
                    Agreement") between the Registrant and the First National
                    Bank of Boston, as Rights Agent.   

          
          6.04      Form of Common Stock Purchase Rights Certificate
                    (attached as Exhibit A to the Rights Agreement). 
                    Pursuant to the Rights Agreement, printed Common Stock
                    Purchase Rights Certificates will not be mailed until
                    the Distribution Date (as defined in the Rights
                    Agreement).
       
          6.05      Summary of Rights to Purchase Common Stock (attached as
                    Exhibit E to the Rights Agreement).

          7.01      Specimen of Certificate representing Registrant's
                    Common Stock.

          8.01      Registrant's Annual Report to Stockholders for the year
                    ended January 2, 1994.







                                      SIGNATURE

               Pursuant to the requirements of Section 12 of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          registration statement to be signed on its behalf by the
          undersigned, thereto duly authorized.


                                        STRATUS COMPUTER, INC.

          Dated:  March 30, 1995        By:  Robert E. Donahue
                                             Vice President of Finance
                                             Chief Financial Officer
                                             Controller