Securities and Exchange Commission
                                     
                          Washington, D.C.  20549
                                     
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                                 Form 10-Q
                                     
                                     
                QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                                     
                  OF THE SECURITIES EXCHANGE ACT OF 1934

     For the Quarter Ended March 30, 1997         Commission File
                                                  Number 0-12064
                                     
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                          Stratus Computer, Inc.
          (Exact name of registrant as specified in its Charter)
                                     

        Massachusetts                No. 04-2697554
      (State of Incorporation)    (I.R.S. Employer Identification No.)
                                     
                                     
         55 Fairbanks Boulevard, Marlborough, Massachusetts  01752
              (Address of principal executive office)  (Zip)
                                     
                                     
                              (508)  460-2000
                  (Telephone number, including area code)
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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.

      Number  of Common Shares outstanding at the latest practicable  date,
May 6, 1997:  26,595,802


STRATUS COMPUTER, INC.
INDEX TO 10-Q


Part I    Financial information

Item 1    CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     Consolidated statements of income -
     three months ended March 30, 1997 and March 31, 1996

     Consolidated balance sheets -
     March 30, 1997 and December 29, 1996

     Consolidated statements of cash flows -
     three months ended March 30, 1997 and March 31, 1996

     Notes to consolidated financial statements


Item  2    Management's Discussion and Analysis of Financial Condition and
Results of Operations



Part II  Other information


Item 1    Legal Proceedings

Item 6    Exhibits and reports on Form 8-K



Signatures


PART I - FINANCIAL INFORMATON

Item 1 - FINANCIAL STATEMENTS


STRATUS COMPUTER, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)


                                                    First Quarter Ended
                                                    --------------------
                                                    March 30, March 31,
                                                      1997      1996
                                                    --------   --------
Revenues:
  Product sales                                     $106,527   $ 91,119
  Service                                             49,138     51,806
                                                    --------   --------
Total revenues                                       155,665    142,925

Costs and expenses:
  Product cost of sales                               56,309     48,057
  Service expense                                     29,407     30,749
  Research and development expense                    20,516     20,080
  Selling, general and administrative expenses        32,947     32,366
                                                    --------   --------
Total costs and expenses                             139,179    131,252
                                                    --------   --------
Operating income                                      16,486     11,673

Other income                                           2,460      1,895
                                                    --------   --------
Income before provision for income taxes              18,946     13,568

Provision for income taxes                             4,168      2,985
                                                    --------   --------
Net income                                           $14,778   $ 10,583
                                                    ========   ========

Net income per common share                             $.62       $.45
                                                    ========   ========

Weighted average number of shares of
  common stock and common stock equivalents           24,009     23,623
                                                    ========   ========

See accompanying notes.


STRATUS COMPUTER, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)



                                                    March 30,  December 29,
ASSETS                                                1997        1996
 ------------------------------                     ---------  ---------
                                                    (Unaudited)
Current assets:
  Cash and cash equivalents                         $145,640   $131,683
  Marketable securities                               37,552     43,187
  Accounts receivable, net                           148,771    175,061
  Inventories:
    Finished products                                 39,709     35,921
    Work-in-process                                    2,393      1,542
    Parts and assemblies                              33,927     25,820
  Total Inventories                                 ---------  ---------
                                                      76,029     63,283

  Prepaid Expenses                                    18,513     14,540
  Other current assets                                13,775     13,773
                                                    ---------  ---------
       Total current assets                          440,280    441,527


Property, plant and equipment, at cost               359,041    355,097
Less: accumulated depreciation                       237,080    232,341
                                                    ---------  ---------
       Net property, plant and
         equipment                                   121,961    122,756

Other assets, net                                     72,805     74,638
                                                    ---------  ---------
       Total assets                                 $635,046   $638,921
                                                    =========  =========


LIABILITIES AND STOCKHOLDERS' EQUITY
 -----------------------------------

Current liabilities:
  Accounts payable                                   $34,330    $30,357
  Accrued expenses:
    Payroll                                           17,247     17,422
    Other                                             29,131     34,204
  Income taxes payable                                17,061     13,564
  Short-term borrowings and obligations                2,342      2,667
  Deferred revenue                                    17,505     17,589
                                                    ---------  ---------
       Total current liabilities                     117,616    115,803

Long-term obligations and deferrals                    1,970      3,634

Stockholders' equity:
  Common stock, $.01 par value, 150,000,000
    shares authorized, 26,461,085 and
    26,252,242 shares issued and outstanding,
    respectively                                         265        263
  Junior common stock, $.01 par value,
    500,000 shares authorized                              -          -
  Additional paid-in capital                         223,896    219,237
  Retained earnings                                  406,202    391,424
  Cumulative translation adjustment                   (3,764)    (2,826)
                                                    ---------  ---------
                                                     626,611    608,098

  Less: shares in treasury, at cost, 3,600,000
    and 2,934,300 shares, respectively              (111,151)   (88,614)
                                                    ---------  ---------
       Total stockholders' equity                    515,460    519,484
                                                    ---------  ---------
       Total liabilities and stockholders' equity   $635,046   $638,921
                                                    =========  =========


See accompanying notes.


STRATUS COMPUTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

                                                     Three Months Ended
                                                   ----------------------

                                                  March 30,    March 31,
                                                    1997         1996
                                                  ---------    ---------
Cash flows from operating activities:
  Net income                                       $14,778      $10,583

  Adjustment to reconcile net income to net
   cash provided by operating activities:

  Depreciation and amortization                     19,295       15,869
  Add (deduct) changes in working capital:

  Decrease in accounts receivable                   26,290        5,997
  Increase in inventory                            (12,746)      (9,463)
  Decrease in accounts payable and accrued
   liabilities                                      (1,359)     (10,950)
  Increase (decrease) in income taxes payable        3,497          129
  Decrease in other working capital items           (4,569)      (1,405)
                                                  ---------    ---------
Net cash provided by operating activities           45,186       10,760

Cash flows from investing activities:

  Acquisition of property, plant and equipment     (10,480)     (15,213)
  Acquisition of businesses                              0            0
  Purchase of Marketable Securities                 (2,780)      (9,365)
  Proceeds from sale and Maurity of Marketable
   Securities                                        8,415        8,745
  Acquisition of other long-term assets             (6,609)      (6,748)
                                                  ---------    ---------
Net cash used in investing activities              (11,454)     (22,581)

Cash flows from financing activities:

  Net proceeds and benefits from employee
   stock plans                                       4,673          478
  Purchase of treasury stock                       (22,537)           0
  Reduction of long-term debt and capital
   lease obligations                                (1,479)      (2,650)
                                                  ---------    ---------
Net cash used in financing activities              (19,343)      (2,172)

Effect of exchange rate changes on cash               (432)         (12)
                                                  ---------    ---------
Net increase (decrease) in cash and cash
 equivalents                                        13,957      (14,005)

Cash and cash equivalents at beginning of year     131,683       91,592
                                                  ---------    ---------
Cash and cash equivalents at end of period        $145,640      $77,587
                                                  =========    =========

See accompanying notes.







                          STRATUS COMPUTER, INC.

                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
                     March 30, 1997 and March 31, 1996
                                     
                                (Unaudited)
                   (In thousands, except share amounts)

1.     The  accompanying  consolidated  financial  statements  include  the
  accounts  of  the Company and its subsidiaries, all of which are  wholly-
  owned.   The  information herein should be read in conjunction  with  the
  annual report on Form 10-K for the year ended December 29, 1996.   It  is
  management's  opinion  that  the  accompanying  statements  reflect   all
  adjustments  necessary for a fair presentation of the  results  for  this
  interim period and the comparable periods presented.  The balance sheet at
  December 29, 1996, has been derived from the audited financial statements
  at that date.

2.    The  preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates  and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure  of  contingent assets and liabilities  at  the  date  of  the
  financial  statements and the reported amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could  differ  from  these
  estimates.

3.    Primary earnings per share is based on the weighted average number of
  shares  of  common  stock  and common stock equivalents  (stock  options)
  outstanding.   Fully diluted earnings per share has not  been  separately
  presented  as  the  amount  does not differ  significantly  from  primary
  earnings per share.

4.    There  were  no non-cash investing and financing activities  for  the
  first three months of 1997 or 1996.  The Company made interest payments of
  $122 and  $448 and tax payments of $1,638 and $2,565 in the first  three
  months of 1997 and 1996, respectively.

5.    During  the first quarter of 1997, the Company completed its  current
  stock repurchase program.  This program to purchase 1,200,000 shares of
  Stratus common stock on the open market  was authorized by the Company's
  board of directors on October 22, 1996.

6.    In  February  1997, the Financial Accounting Standards  Board  issued
  Statement No. 128. Earnings per Share which is required to be adopted  on
  December 28, 1997.  At that time, the Company will  be required to change
  the method currently used to compute earnings per share and to restate all
  prior  periods.   Under  the  new requirements  for  calculating  primary
  earnings per share, the dilutive effect of stock options will be excluded.
  The  impact is expected to result in an increase in primary earnings  per
  share  for the first quarter ended March 30, 1997 and March 31,  1996  of
  $.02 and $.01 per share, respectively.  The impact of Statement 128 on the
  calculation of fully diluted earnings per share for these quarters is not
  material.


STRATUS COMPUTER, INC.
                                    
Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations.  (In thousands)

                                     
Revenues

      Total revenues of $155,665 for the first  quarter of 1997 increased 9%
from the corresponding period in 1996.

      The  Company's  total product revenue increased  17%  from  the  first
quarter  of 1996.  Hardware product revenue grew 15%, with strong year over
year growth in the telecommunications and financial services markets of 58%
and 38%, respectively.  Application  software  license  revenue increased 31%
in the Company's wholly owned software subsidiary, S2(tm), driven primarily by
strong sales in the financial services and healthcare markets.

      Domestic direct product revenues in the first quarter of 1997 were the
same  as  the  first quarter of 1996. International direct product  revenues
decreased 8% from 1996's first quarter due primarily to weak sales in Europe
and  Mexico.  Product revenue from indirect channels increased  67%  in  the
first  quarter  of  1997 compared to the same 1996  period.   Sales  to  NEC
increased  81%, and grew from 20% to 31% of total product revenue.   Product
revenue  from other international distributors increased 36% from the  first
quarter  of  1996,  driven by strong sales to Olivetti and  distributors  in
Latin  America.   Sales  to  Olivetti  were  primarily  in  the  gaming  and
telecommunications markets.

      Total  service revenue decreased 5% in the first quarter of 1997  from
the corresponding period in the previous year primarily as a result of lower
professional  services  from  both  the hardware  and  application  software
businesses.   These decreases were the result of the completion  of  several
large systems integration contracts and the related lower utilization rates.


Cost of Sales
     Total gross margin of 45% for the first quarter of 1997 was the same as
the gross margin in the first quarter of 1996.

      Product  gross  margins  of 47% for the first  quarter  of  1997  were
unchanged from the corresponding 1996 period.  Gross margins in the hardware
business  decreased slightly, offset by improved margins in the  application
software business.  The hardware margin decline was primarily related  to  a
shift  in  channel  mix  with increased indirect sales  somewhat  offset  by
manufacturing  efficiencies gained as a result  of  increased  volume.   The
application  software increase relates to the increased  volume  of  license
sales.

     The gross margin on service revenue declined slightly in the first
quarter of 1997 compared to the first quarter of 1996.  This decrease was
primarily due to the decline in professional services revenue noted above.


Other Operating Expenses

      Total  operating expenses for the first quarter of 1997  increased  2%
from  the  corresponding 1996 period.  As a percentage  of  total  revenues,
operating expenses decreased to 34% in the first quarter of 1997 compared to
37% in the first quarter of 1996, reflecting the Company's strong focus  on
effective  cost management combined with the increase in revenues  described
above.

     Research and development expense in the first quarter of 1997 increased
2%  from  the  same  period  in 1996.  As a percentage  of  total  revenues,
research and development expense decreased one percentage point to 13%,  for
the  first  quarter of 1997 compared to the 1996 first quarter.   Throughout
the   remainder  of  1997,  the  Company  will  continue  its  long-standing
commitment  to  provide leading edge hardware and software products  to  the
telecommunications  and  enterprise  server  marketplaces,  particularly  in
support  of mission critical applications.  Research and development efforts
directed towards the Company's Continuum(r) and RADIO Cluster(tm) product
lines  will be ongoing.   The Company will continue to enhance its Continuum
product line, leveraged  by the successful incorporation of the
Hewlett-Packard(tm) industry leading PA-RISC  microprocessor and HP-UX(tm)
operating  system  technologies.  RADIO Cluster combines availability software
from the Company's Isis Distributed(tm) Systems  division with
industry-standard hardware and networking components, and the Microsoft(r)
Windows NT(r) operating system.  The Company will continue to invest in these
technologies to bring competitive products to market, and to realize the
benefits of purchased research and development.

      For  the  first  quarter of 1997, selling, general and  administrative
expenses increased 2% from the same period in 1996.  Total selling,  general
and  administrative  expenses were 21% of net revenues for  the  1997  first
quarter  as  compared  with  23% for the same 1996  period.   The  Company's
strategy  is  to  continue  to  focus the sales  organization  on  strategic
opportunities  within  targeted vertical industries, expand  indirect  sales
channels,  and improve selling efficiencies.  In addition, the Company  will
continue to focus on effective cost management.


Other Income and Expense

     Other income for the first quarter of 1997 increased $565 compared to
the same 1996 period primarily due to an increase in interest income on
higher levels of invested cash.

     The effective tax rate in the first quarter of 1997 of 22% decreased
from 23% for the full year 1996.  The reduction was due to a change in mix
of taxable income in the Company's international subsidiaries.  The tax rate
for the first quarter of 1997 was the same as the first quarter of 1996.


Liquidity and Capital Resources

      At  March  30,  1997,  the Company had cash and  cash  equivalents  of
$145,640,  an increase of $13,957 from the balance at the beginning  of  the
year.   This  was  primarily due to collection of  accounts  receivable  and
proceeds  from  employee  stock  plans,  partially  offset  by  purchase  of
inventory  in  preparation for product shipments in the  second  quarter  of
1997,  and  one-time purchases for large multi-year rollouts  of  the  prior
generation of products.

      On January 3, 1997, the Company canceled its $50 million Multicurrency
Revolving  Credit Agreement  because management believes  it  is  no  longer
needed.  There were never any borrowings against this Agreement.

      At  March 30, 1997, the Company had $1,524 in outstanding debt related
to the Isis(tm) acquisition.

      Certain subsidiaries have entered into credit arrangements with  local
banks,  principally  Overdraft Agreements, for  the  purpose  of  short-term
liquidity management.  Borrowings under these Agreements were $804 at  March
30, 1997.

     The  ratio of current assets to current liabilities for the Company  as
of  March 30, 1997 was 3.7 to 1.  Based upon its current cash position,  and
expected  cash flow from operating activities supplemented by ongoing  stock
issuance  from  the  Employee Stock Purchase Plan and  stock  option  plans,
management believes that the Company's capital resources are sufficient to
meet  its financial requirements for the foreseeable future.

     The  Company  plans  to  invest approximately $75  million  in  capital
improvements and software technologies in 1997.


Outlook

     Future operating results of the Company will be dependent, in part,
upon its ability to continue to execute its strategy for growth in its three
principal business areas: the core product line of Continuum fault-tolerant
computer systems, the new RADIO Cluster products for distributed computing
and application software products provided by the Company's S2 and TCAM(tm)
subsidiaries.  The Company will align its product strategies to meet the
industry-specific requirements of targeted growth markets, specifically the
telecommunications, financial services, and enterprise server markets.

     The Company will continue to invest in its core business by developing
and introducing products which will expand the breadth of the Continuum
product family.  In addition, the Company plans to continue to invest in
improvements in the functionality, serviceability and ease-of-use of its
distributed computing products.  The development and delivery of
telecommunications middleware, application software and professional
services will be targeted towards those market segments where computer
availability is a critical need.
     
     
Factors That May Affect Future Results
     
     Forward looking statements made within this report speak only as of the
date made.  The Company cautions readers to recognize that actual results
could differ materially from those suggested, as a result of the following
factors:
     The Company's future operating results are dependent upon the timing
and market acceptance of new and enhanced product introductions, including
but not limited to the Continuum family of computers and the RADIO Cluster
products which began shipment in 1996.  The transition of customers from
existing to new products in a rapidly changing technological environment, as
well as unexpected delays and/or cancellations in customer purchases of
existing products in anticipation of new products, are inherent risks in
this process.
     
     The Company historically ships a large percentage of its revenues
towards the end of each quarter, making revenue forecasting unpredictable.
In addition, product volumes and product and service mixes comprising the
forecast are dependent upon customers' changing demands and needs.  As the
Company increases its product and service offerings, the process of
planning and forecasting revenue becomes increasingly difficult.  Each of
these factors may subject the Company to fluctuations in revenues and
earnings.
     
     Essentially all of the Company's product manufacturing and many
suppliers are located outside the United States.  In conjunction with the
forecast process discussed above, the Company must adjust operations to
satisfy production requirements as the need for demand changes.  Production
capacity is dependent upon the ability of the Company's suppliers to provide
components on time and at reasonable prices.  Supply constraints, foreign
currency exchange rate fluctuations, foreign country political and economic
changes, as well as changes in export and trade regulations could adversely
impact the Company's operations.
     
     In addition to its direct channels, the Company continues to expand its
indirect distribution channels through resellers and distributors.  One
customer, NEC, represented 22% of total Company sales during the first
quarter of 1997.  The financial condition of, and ongoing business
relationship with, such resellers and distributors is important to the
Company's financial success.  Fluctuations in channel mix may be significant
and can have a significant impact on gross margins as a percentage of
revenue and therefore on earnings per share.
     
     As the technology marketplace continues to emerge in anticipation of
meeting customers' changing needs, the industry continues to experience
competitive pressures on price and gross margins.  Downward pressures on
price and gross margins and unexpected revenue and margin trends may cause
the Company to change its operations and as such, may adversely impact the
Company's financial results.
     
Stratus,  the  Stratus  logo, and Continuum are registered  trademarks,  and
RADIO Cluster, Isis and Isis Distributed are trademarks  of  Stratus Computer,
Inc.  S2 is a trademark of S2 Systems, Inc.  TCAM is a  trademark of  TCAM
Systems,  Inc.  Hewlett-Packard and HP-UX are  trademarks  of  the
Hewlett-Packard Company.  Microsoft and Windows NT are registered trademarks
of  Microsoft  Corporation.  Other registered trademarks and trademarks  are
the property of their respective owners.


                        PART II - OTHER INFORMATION
                                     

Item 1.  Legal Proceedings

The Company is subject to legal proceedings and claims, including claims of
patent infringement and other matters, which arose in connection with the
acquisition of businesses.  Management believes that the outcome of those
matters will not have a material adverse effect on the Company's financial
condition or results of operations.


Item 6.  Exhibits and reports on Form 8-K

No reports on Form 8-K have been filed during the first quarter ended March
30, 1997.


SIGNATURES




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



                                             STRATUS COMPUTER, INC.
                                              (Registrant)





Date   May 13, 1997                          ROBERT E. DONAHUE
- -------------------                          ------------------
                                             Robert E. Donahue

                                             Vice President, Finance and
                                             Administration, Chief Financial
                                             Officer and Treasurer, hereunto
                                             duly authorized