SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                           Date of Report: May 8, 1997

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

                                  Massachusetts
                 (State or other jurisdiction of incorporation)

              1-6435                                 04-2164398
     (Commission File Number)           (I.R.S. Employer Identification Number)

             150 CambridgePark Drive, Cambridge, Massachusetts 02140
               (Address of principal executive offices) (zip code)

       Registrant's telephone number, including area code: (617) 873-2000

         (Former name or former address,  if changed since last report.)

                                                  





Item 5.  Other Events.

BBN  Corporation  ("BBN") and GTE Corp.  ("GTE")  have entered into an agreement
dated as of May 5, 1997 pursuant to which GTE would  acquire  BBN.  Under the
terms of the  transaction, which was approved by the Board of Directors of both
companies, GTE will shortly commence a cash tender offer to acquire all the
outstanding shares of BBN common stock at a price of $29 per share.  Based upon
the number of shares of BBN stock currently  outstanding,  the  equity  portion
of the transaction is valued at approximately $616 million.  As soon as
practicable  following the conclusion of the tender offer, GTE would initiate a
merger through which any remaining shares of BBN not otherwise  purchased by
GTE in the tender offer would be converted in the merger into the right to
receive cash at the tender offer price.




                                   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 thereunto duly authorized.

                                              BBN Corporation

Dated:  May 8, 1997                           By:   /s/ Paul F. Brauneis
                                                    Paul F. Brauneis
                                                    Vice President
                                                    and Corporate Controller


                                       -2-