FORM 10-K/A

Amendment No. 1 to Form 10-K, filed December 26, 1995
Securities and Exchange Commission
Washington, D.C. 20549               Commission File No. 1-6435

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(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

For the fiscal year ended June 30, 1995

or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

For the Transition Period From                  to
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BBN CORPORATION (formerly Bolt Beranek and Newman Inc.)
(Exact name of registrant as specified in its charter)

Massachusetts                   04-2164398
(State of Incorporation)        (IRS Employer Identification Number)

150 CambridgePark Drive, Cambridge, Massachusetts   02140
(Address of principal executive offices)            (Zip Code)

(6l7) 873-2000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                Name of each exchange on which registered

Common Stock, $1.00 par value      New York Stock Exchange

6% Convertible Subordinated
Debentures                         New York Stock Exchange

Common Stock Purchase Rights       New York Stock Exchange

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

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Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.

    YES     X        NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in the definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [  X  ]

State the aggregate market value of the voting stock held by non-affiliates of 
the registrant.

    Market value at 9/14/95 of Common Stock held by other than directors and 
    executive officers of registrant:  $633,676,208

Indicate the number of shares outstanding of each of the registrant's classes
of common stock.

    Common Stock, $1.00 par value, outstanding 9/14/95:  17,534,365 shares

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Documents Incorporated by Reference

Portions of the definitive Proxy Statement dated September 29, 1995 relating 
to the Annual Meeting held on November 6, 1995 are incorporated by 
reference into Items 10, 11, 12, and 13. 


                     AMENDMENT TO APPLICATION OR REPORT

               Filed Pursuant to Section 12, 13, or 15(d) of
                    The Securities Exchange Act of 1934

                              BBN Corporation

                                Form 10-K/A
                              Amendment No. 1


The undersigned registrant hereby amends its Annual Report for the year 
ended June 30, 1995 on Form 10-K, as set forth in the pages attached hereto,

     By adding Exhibits 23.1, Consent of Independent Accountants, and 99.1 
containing information, financial statements, and exhibits required by Form 
11-K with respect to the Bolt Beranek and Newman Inc. Retirement Trust.

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this amendment to be signed on its behalf by the 
undersigned, thereunto duly authorized.



                              BBN Corporation

 
                              By:   Paul F. Brauneis
                                    Vice President and 
                                    Corporate Controller


December 26, 1995 


                               Exhibit Index
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Exhibit
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23.1   Consent of Independent Accountants

99.1   Form 11-K with respect to the Bolt Beranek and Newman
       Inc. Retirement Trust