As filed with the Securities and Exchange Commission on August 14, 1997

                                                              File No.002-49356
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                         POST-EFFECTIVE AMENDMENT NO. 11
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


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

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


            Massachusetts                           04-2164398
    (State or other jurisdiction                  (I.R.S. Employer
  of incorporation or organization)               Identification No.)

                       1963 Restricted Stock Option Plan
                        1964 Qualified Stock Option Plan
                        1972 Qualified Stock Option Plan
                            (Full title of the plans)
                            ------------------------


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

                                  John Montjoy
                              Senior Vice President
                                 BBN Corporation
                             150 CambridgePark Drive
                         Cambridge, Massachusetts 02140
                                 (617) 873-2800
                            -------------------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)




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         Pursuant to Rule 478(a)(4) under the Securities Act of 1933, the 
Registrant hereby withdraws from registration under this Registration Statement 
any and all shares of Common Stock originally  registered  hereunder which have 
not been issued.  The 1963 Restricted Stock Option Plan, 1964 Qualified Stock 
Option Plan and 1972 Qualified Stock Option Plan, pursuant to which the shares 
would have been issued, have either expired by their terms or been  terminated  
and no additional  shares may be sold under the Plans.

                                    SIGNATURE

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant has duly caused this Post-Effective  Amendment No. 11 to Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized, in the City of Cambridge, Commonwealth of Massachusetts.

                                                       BBN CORPORATION


                                                       By: /s/ John Montjoy
                                                           ---------------------
                                                           John Montjoy
                                                           Senior Vice President

Dated:  August 13, 1997

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