Rule 424(b)(3)
                                                      Registration No. 33-77764
                                                      

PROSPECTUS

                               410,607 SHARES
                           STRATUS COMPUTER, INC.
                               COMMON STOCK
                             ________________
      
    The 410,607 shares of Common Stock, $.01 par value per share (the
"Common Stock"), of Stratus Computer, Inc. (the "Company") covered by this
Prospectus (the "Shares") are being offered by certain holders of the
Company's Common Stock (the "Selling Shareholders").

    The Selling Shareholders and their agents, donees, distributees, pledgees
and other successors in interest may sell the Shares from time to time in one
or more transactions.  The Shares may be sold on the New York Stock
Exchange, the Boston Stock Exchange, the Chicago Stock Exchange, or otherwise, 
at market prices then prevailing or in negotiated transactions.  The Shares
may also be sold pursuant to option, hedging or other trasnactions with 
broker-dealers.  The Shares may also be offered in one or more underwritten 
offerings.  The underwriters in an underwritten offering, if any, and the 
terms and conditions of any such offering will be described in a supplement 
to this Prospectus.  For information regarding the Selling Shareholders and
the plan of distribution of the Shares offered hereby, see "Selling
Shareholders" and "Plan of Distribution."


    The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.  See "Use of Proceeds".

   
    The Common Stock of the Company is listed on the New York Stock
Exchange, the Boston Stock Exchange and the Chicago Stock Exchange under
the symbol "SRA."  On January 27, 1995, the last reported sale price of 
Common Stock on the New York Stock Exchange was $28.375 per share.

    
                                    ________________

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
       PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   
               The date of this Prospectus is January 30, 1995.

    

                                  
                                  AVAILABLE INFORMATION
     
     The Company has filed with the Securities and Exchange Commission (the 
"Commission" or "SEC") a registration statement on Form S-3 (herein, with all 
amendments and exhibits thereto, referred to as the "Registration Statement" 
under the Securities Act of 1933, as amended (the "Securities Act"), with  
respect to the Common Stock offered hereby.  This Prospectus does not contain 
all the information set forth in the Registration Statement, certain items 
of which are omitted in accordance with the rules and regulations of the 
Commission.  The omitted information may be inspected and copied, at prescribed
rates, at the public reference facilities maintained by the Commission at 450 
Fifth Street, N.W., Room 1024, Washington, D.C. 20549.  For further information 
with respect to the Company and the Shares offered hereby, reference is made to 
the Registration Statement and the documents incorporated by reference therein.
See "Incorporation of Certain Documents by Reference" herein. 

   The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith, files
reports and other information with the Commission.  Such reports, proxy 
statements and other information filed with the Commission can be inspected and 
copied at the public reference facilities maintained by the Commission at 450 
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's 
New York Regional Office at 7 World Trade Center, 13th Floor, New York, New
York 10007, and the Chicago Regional Office at 500 West Madison Street, Room
3190, Chicago, Illinois 60661.  Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.  The Company's Common Stock is
listed on the New York Stock Exchange at 20 Broad Street, New York, New York
10005, where reports, proxy materials and other information concerning the
Company can also be inspected. 


                      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Company with the Commission  
pursuant to the Exchange Act are incorporated by reference in this Prospectus:

1.  The Company's Annual Report on Form 10-K for the year ended January 2, 1994.

2.  The Company's Quarterly Reports on Form 10-Q for each of the quarters ending
April 3, July 3, and October 2, 1994.

3.  The description of the Company's Common Stock, which is incorporated by 
reference to the Company's reports on Form 8-A filed with the SEC on 
April 27, 1984 and December 6, 1990 (SEC File No. 0-12064), including all  
amendments and reports amending such description.

    All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be 
incorporated by reference in this Prospectus and to be a part hereof  
from the date of filing of such documents.  Any statement contained in  
this Prospectus, any Prospectus supplement or in a document incorporated 
or deemed to be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in any Prospectus 
supplement or in any other subsequently filed document which also is or  
is deemed to be incorporated by reference herein or therein modifies or 
supersedes such statement.  Any statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part 
hereof.

    The Company will provide without charge to each person, including any 
beneficial owner, to whom a copy of this Prospectus has been delivered, upon 
the written or oral request of such person, a copy of any or all of the 
documents which are incorporated by reference in this Prospectus, other than 
exhibits to such documents (unless such exhibits are specifically incorporated 
by reference into such documents).  Requests for such copies should be directed
to Robert E. Donahue, Vice President, Finance and Chief Financial Officer, 
Stratus Computer, Inc., 55 Fairbanks Boulevard, Marlborough, Massachusetts
01752.  Telephone (508) 460-2000. 

    Certain information contained in this Prospectus summarizes, is based 
upon, or refers to, information and financial statements, contained in one  
or more documents incorporated or deemed to be incorporated by reference in 
this Prospectus; accordingly, such information contained herein is qualified 
in its entirety by reference to such documents and should be read in 
conjunction therewith.

                                        THE COMPANY

    The principal executive offices of the Company are located at 55  
Fairbanks Boulevard, Marlborough, Massachusetts 01759 (Telephone: 
(508) 460-2000).

                                      USE OF PROCEEDS

    The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.

                                   SELLING SHAREHOLDERS
       

    Set forth below, with respect to each Selling Shareholder, is the number  
of shares of Common Stock owned on January 27, 1995, the number of Shares  
offered pursuant to this Prospectus and the number of shares to be owned 
after completion of the offering (assuming the sale of all Shares offered 
hereunder).

    




                          Total No. of Shares                                     No. of Shares Owned
                               Owned on             No. of Shares to be           After Completion of the
Name                      January 27, 1995          Offered or Sold               Offering (1)
____                      ________________          ___________________           _____________________


                                                                         
Kenneth P. Birman         268,327                   258,327                       10,000

Robert C. B. Cooper        93,340                    85,840                        7,500

Richard Moran              32,565                    25,065                        7,500

Keith A. Marzullo           7,000(2)                  7,000                           0

Keith A. Marzullo          26,856                    28,856                           0
  Charitable Remainder
  Unitrust Trust

Bradford B. Glade          10,519                     7,519                        3,000




________________     

(1) Consists, in each case, entirely of shares subject to currently exercisable 
options.

   
(2) Includes the 26,856 Shares held of record by the Keith A. Marzullo
Charitable Remainder Unitrust Trust (the "Trust"), of which Mr. Marzullo 
and his wife are trustees and income recipients and which is the donee of
Shares offered pursuant to this Prospectus which were previously held by
Mr. Marzullo.

    

     The Shares were acquired by the Selling Shareholders (other than the 
Trust) on December 17, 1993 in connection with the acquisition by the Company 
of ISIS Distributed Systems, Inc. ("ISIS").  Messrs. Birman, Glade, Moran and 
Cooper are all employees of ISIS, a wholly-owned subsidiary of the Company.  
Mr. Marzullo is a former employee of ISIS.

                                   PLAN OF DISTRIBUTION

     
     The Selling Shareholders and their agents, donees, distributees, 
pledgees and other successors in interest may, from time to time, offer for 
sale or sell or distribute the Shares to be offered by them hereby (a) in 
transactions executed on the New York Stock Exchange, the Boston Stock 
Exchange, the Chicago Stock Exchange, or other exchanges on which the Shares 
may be traded, through registered broker-dealers (who may act as principals, 
pledgees or agents) pursuant to unsolicited orders or offers to buy, (b) in 
negotiated transactions, or (c) through other means.  The Shares may be sold 
from time to time in one or more transactions at market prices prevailing at 
the time of sale, or a fixed offering price, which may be changed, or at 
varying prices determined at the time of sale or at negotiated prices.  Such 
prices will be determined by a Selling Shareholder or by agreement between a 
Selling Shareholder and his underwriters, dealers, brokers or agents.  The 
Shares may also be offered in one or more underwritten offerings.  The 
underwriters in an underwritten offering, if any, and the terms and conditions 
of any such offering will be described in a supplement to this Prospectus.

        
        In connection with the distribution of the Shares, the Selling 
Shareholders may enter into hedging or other option transactions with 
broker-dealers in connection with which, among other things, such 
broker-dealers may engage in short sales of the Shares pursuant to this 
Prospectus in the course of hedging the positions they assume with the Selling
Shareholders.  The Selling Shareholders may also sell Shares short pursuant
to this Prospectus and deliver the Shares to close out such short positions.
The Selling Sharesholders may also enter into option or other transactions with 
broker-dealers which may result in the delivery of Shares to such 
broker-dealers who may sell such Shares pursuant to this Prospectus.  The 
Selling Shareholders may also pledge the Shares to a broker-dealer and upon
default the broker-dealer may effect the sales of the pledged Shares pursuant
to this Prospectus.
        
        Any underwriters, dealers, brokers or agents participating in the 
distribution of the Shares may receive compensation in the form of 
underwriting discounts, concessions, commissions or fees from a Selling 
Shareholder and/or purchasers of Shares, for whom they may act.  Such 
discounts, concessions, commissions or fees will not exceed those customary
for the type of transactions involved.  In addition, a Selling Shareholder 
and any such underwriters, dealers, brokers or agents that participate in the 
distribution of Shares may be deemed to be underwriters under the Securities 
Act, and any profits on the sale of Shares by them and any discounts, 
commissions or concessions received by any of such persons may be deemed to be 
underwriting discounts and commissions under the Securities Act.  Those who 
act as underwriter, broker, dealer or agent in connection with the sale of the 
Shares will be selected by a Selling Shareholder and may have other business 
relationships with the Company and its subsidiaries or affiliates in the 
ordinary course of business.

    The Company has agreed to indemnify the Selling Shareholders and each
underwriter, if any, against certain liabilities, including liabilities under 
the Securities Act.

                          
                          INTERESTS OF NAMED EXPERTS AND COUNSEL
    
    The legality of the Common Stock offered hereby is being passed upon for
the Company by Choate, Hall & Stewart, Boston, Massachusetts.  Richard N.
Hoehn, a partner of Choate, Hall & Stewart, is an assistant clerk of the
Company.
          














          
          
          
          
          
          
          
          
          
          
          
          

          
          
          
          
          
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               No  dealer,  salesman   or
          any  other   person  has   been
          authorized    to    give    any
          information  or  to  make   any
          representations  not  contained
          in  this  Prospectus,  and,  if
          given     or     made,     such            
          information or  representations
          must  not  be  relied  upon  as
          having been  authorized by  the        
          Company   or    any   of    the
          Underwriters.  This  Prospectus     
          does  not constitute  an  offer             
          of  any securities  other  than
          those  to  which it  relates or
          an   offer   to  sell,   or   a
          solicitation  of  an  offer  to             
          buy,  to  any  person  in   any
          jurisdiction   where  such   an              
          offer or solicitation would  be              
          unlawful.        Neither    the              
          delivery  of  this   Prospectus
          nor any sale  hereunder  shall,
          under    any     circumstances,
          create  any  implication   that
          the    information    contained
          herein  is  correct as  of  any
          time    subsequent to  the date
          hereof.
                   _____________
     

                   410,607 Shares
            
               STRATUS COMPUTER, INC.
                   
                   COMMON STOCK

                   _____________

   
                     PROSPECTUS
                JANUARY 30, 1995

                      

          _______________________________