content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on January 30, 1995
  
                                                    REGISTRATION STATEMENT NO. 33-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549 
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                                DYNATECH CORPORATION
               (Exact name of Registrant as specified in its charter)
  
         Massachusetts                                   04-2258582
   (State of incorporation)                (I.R.S. Employer Identification Number)
  
                            3 NEW ENGLAND EXECUTIVE PARK
                       BURLINGTON, MASSACHUSETTS  01803-5087
                                  (617) 272-6100
  
    (Address, including zip code, and telephone number, including area code, of
                     Registrant's principal executive offices)
  
                                DYNATECH CORPORATION
                        1994 STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of the Plan)
  
                               ----------------------
  
                                    JOHN F. RENO
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                DYNATECH CORPORATION
                            3 NEW ENGLAND EXECUTIVE PARK
                       BURLINGTON, MASSACHUSETTS  01803-5087
                                   (617) 272-6100
  
   (Name, address, including zip code, and telephone number, including area code,
                               of agent for service)
  
                               ----------------------
  
                                  With copies to:
                                 EDWARD T. O'DELL, P.C.
                                GOODWIN, PROCTER & HOAR
                                    EXCHANGE PLACE
                                   53 STATE STREET
                           BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000              
  
                               ----------------------
  
  <TABLE>
                                                    CALCULATION OF REGISTRATION FEE
  =================================================================================================================================
  <CAPTION>
      Title of Securities          Amount to be         Proposed Maximum           Proposed Maximum          Amount of
       Being Registered           Registered (1)     Offering Price Per Share   Aggregate Offering Price   Registration Fee
  - ---------------------------------------------------------------------------------------------------------------------------------
    <S>                           <C>                      <C>                      <C>                      <C>
    Common Stock . . . . .        450,000 shares           $34.875(2)               $15,693,750              $5,412
  =================================================================================================================================
  <FN>
  (1)      Plus such additional number of shares as may be required pursuant to the 1994 Stock Option and Incentive Plan 
          (the "Plan") in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar 
          event or forfeited under the terms of the Plan.
  
  (2)      This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities 
           Act"), solely for purposes of determining the registration fee and is based upon the market value of outstanding shares 
           of Dynatech Corporation Common Stock on January 26, 1995, utilizing the average of the high and low sale prices reported 
           on the NASDAQ National Market System on that date.
  =================================================================================================================================
  </TABLE>
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
           -----------------------------------------------
  
           Dynatech Corporation (the "Company") hereby incorporates by reference
  the documents listed in (a) through (d) below, which have previously been filed
  with the Securities and Exchange Commission.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended March 31, 1994, filed with the Securities and Exchange
                   Commission pursuant to the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act");
  
           (b)     All other reports filed since March 31, 1994 pursuant to
                   Section 13(a) or 15(d) of the Exchange Act;
  
           (c)     The Proxy Statement for the Company's annual meeting of
                   stockholders held on July 26, 1994, mailed to stockholders on
                   or about June 17, 1994; and
  
           (d)     The description of the Company's Common Stock contained in its
                   registration statement, filed with the Securities and Exchange
                   Commission under Section 12 of the Exchange Act, and any
                   amendments or reports filed for the purpose of updating such
                   description.
  
           In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Company pursuant to Sections 13(a) and 13(c),
  Section 14 and Section 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment hereto that indicates that all securities offered
  hereunder have been sold or that deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part hereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
           -------------------------
  
           Not Applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel.
           --------------------------------------
  
           Not Applicable.
  
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           Section 67 of Chapter 156B of the General Laws of the Commonwealth of
  Massachusetts provides that a corporation may indemnify any director or officer
  (among others) except as to any  matter as to which he or she is adjudicated in
  any proceeding not to have acted in good faith in the reasonable belief that
  his or her action was in the best interests of the corporation.  Section 67
  further provides that a corporation has the power to purchase and maintain
  insurance policies on behalf of any such officer or director against liability
  incurred by him or her in such capacity or arising out of his or her status as
  such, whether or not the corporation has the power to indemnify such officer or
  director against such liability.
  
           The Restated Articles of Organization of Dynatech, as amended (the
  "Articles of Organization") provide that directors and officers of Dynatech
  shall be indemnified by Dynatech for all expenses incurred by them in
  connection with any proceeding in which they are involved as a result of
  serving or having served as a director or officer of Dynatech or of any other
  organization at Dynatech's direction; provided that no indemnification shall be
  provided to a director or officer with respect to a  matter as to which it
  shall have been adjudicated in any proceeding that he did not act in good faith
  in the reasonable belief that his action was in the best interests of Dynatech.
  As to any matter disposed of by a compromise payment by the party seeking
  indemnification, pursuant to a consent decree or otherwise, no indemnification
  shall be paid unless such compromise is approved by a majority of directors who
  are not parties to the subject proceeding, by legal counsel in a written
  opinion, or by a majority of stockholders present in person or by proxy at a
  meeting at which a quorum is present.  The provisions of the Articles of
  Organization of Dynatech do not limit any lawful rights to indemnification
  existing independently of such provisions.
  
           As permitted by Massachusetts law, the Articles of Organization
  provide that a director of Dynatech will not be personally liable to Dynatech
  or its stockholders for monetary damages arising out of the director's breach
  of his or her fiduciary duty, except to the extent that the Massachusetts
  Business Corporation Law ("MBCL") does not permit exemption from such
  liability.  Currently, the MBCL provides that a director remains potentially
  liable for monetary damages for (i)
                                         2
  <PAGE>   3
  any breach of the director's duty of loyalty to Dynatech or its stockholders,
  (ii) any acts or omissions not in good faith or involving intentional
  misconduct or a knowing violation of law, (iii) any improper payment of a
  dividend, improper repurchase of Dynatech's stock, or certain loans to
  directors and officers of Dynatech in violation of Section 61 or 62 of MBCL, or
  (iv) any transaction from which a director derives an improper benefit.
  
           Dynatech has purchased directors' and officers' liability insurance,
  which insures against certain losses arising from claims against directors or
  officers of Dynatech by reason of certain acts, including a breach of duty,
  neglect, error, misstatement, misleading statement, omission or other act done
  or wrongfully attempted or any of the foregoing so alleged by any claimant or
  any claim against an officer or director of Dynatech solely by reason of his
  being such officer or director.
  
  Item 7.  Exemption from Registration Claimed.
           -----------------------------------
  
           Not applicable.
  
  Item 8.  Exhibits.
           --------
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
  Exhibit   Description
  - -------   -----------
             
    4.1     Dynatech Corporation 1994 Stock Option and Incentive Plan
            
    5.1     Opinion of Goodwin, Procter & Hoar as to the legality of the
            securities being registered
            
   23.1     Consent of Coopers & Lybrand, Independent Accountants
            
   23.2     Consent of Goodwin, Procter & Hoar (included in Exhibit 5.1 of
            this registration statement)
            
   24       Powers of Attorney (included on page 5 of this registration statement)
            
  Item 9.   Undertakings.
            ------------
           (a)     The undersigned registrant hereby undertakes:
  
                        (1)   To file, during any period in which offers or
                   sales are being made, a post-effective amendment to this
                   registration statement:
  
                              (i)    To include any prospectus required by 
                        Section 10(a)(3) of the Securities Act;
  
                              (ii)   To reflect in the prospectus any facts or 
                        events arising after the effective date of the 
                        registration statement (or the most recent post-effective 
                        amendment thereof) which, individually or in the 
                        aggregate, represent a fundamental change in the 
                        information set forth in the registration statement; and
                        
                              (iii)  To include any material information
                        with respect to the plan of distribution not previously 
                        disclosed in the registration statement or any material  
                        change to such information in the registration statement;
                        
                   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                   herein do not apply if the information required to be included
                   in a post-effective amendment by those paragraphs is contained
                   in periodic reports filed by the undersigned registrant
                   pursuant to Section 13 or Section 15(d) of the Exchange Act
                   that are incorporated by reference in the registration 
                   statement;
  
                        (2)    That, for the purpose of determining any
                   liability under the Securities Act, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof; and
  
                        (3)    To remove from registration by means of a
                   post-effective amendment any of the securities being 
                   registered which remain unsold at the termination of the
                   offering.
  
           (b)          The undersigned registrant hereby undertakes that,
                   for purposes of determining any liability under the Securities
                   Act, each filing of the registrant's annual report pursuant to
  
                                         3
  <PAGE>   4
                   Section 13(a) or 15(d) of the Exchange Act (and, where
                   applicable, each filing of an employee benefit plan's annual
                   report pursuant to Section 15(d) of the Exchange Act) that is
                   incorporated by reference in the registration statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (c)              Insofar as indemnification for liabilities arising
                   under the Securities Act may be permitted to directors,
                   officers and controlling persons of the registrant pursuant to
                   the foregoing provisions, or otherwise, the registrant has
                   been advised that in the opinion of the Securities and
                   Exchange Commission such indemnification is against public
                   policy as expressed in the Securities Act, and is, therefore,
                   unenforceable.  In the event that a claim for indemnification
                   against such liabilities (other than the payment by the
                   registrant of expenses incurred or paid by a director, officer
                   or controlling person of the registrant in the successful
                   defense of any action, suit or proceeding) is asserted by such
                   director, officer or controlling person in connection with the
                   securities being registered, the registrant will, unless in
                   the opinion of its counsel the matter has been settled by
                   controlling precedent, submit to a court of appropriate
                   jurisdiction the question whether such indemnification by it
                   is against public policy as expressed in the Securities Act
                   and will be governed by the final adjudication of such issue.
  
  
  
  
                                         4
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boston, Commonwealth of Massachusetts, on
  January 26, 1994.
  
                                     DYNATECH CORPORATION
  
  
                                     By:  /s/ John F. Reno
                                          -------------------------------------
                                          John F. Reno
                                          President and Chief Executive Officer
  
                                POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Dynatech Corporation hereby severally constitute John F. Reno,
  Robert H. Hertz and Edward T. O'Dell, and each of them singly, our true and
  lawful attorneys with full power to them, and each of them singly, to sign for
  us and in our names in the capacities indicated below, the Registration
  Statement filed herewith and any and all amendments to said Registration
  Statement, and generally to do all such things in our names and in our
  capacities as officers and directors to enable Dynatech Corporation to comply
  with the provisions of the Securities Act of 1933 and all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
  <TABLE>
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  
  <CAPTION>
                    SIGNATURE                                  CAPACITY                          DATE
                    ---------                                  --------                          ----
  <S>                                            <C>                                       <C>
  /s/ Richard K. Lochridge                              Chairman of the Board              January 26, 1995
  - ---------------------------------------------            and Director
            RICHARD K. LOCHRIDGE   
  
  /s/ John F. Reno                                    President, Chief Executive           January 26, 1995
  - ---------------------------------------------          Officer and Director
                JOHN F. RENO       
  
  /s/ Robert H. Hertz                            Chief Financial Officer and Treasurer     January 26, 1995
  - ---------------------------------------------      (Principal Financial Officer)         
                 ROBERT H. HERTZ   
  
  /s/ John C. Maag                                       Corporate Controller              January 26, 1995
  - ---------------------------------------------     (Principal Accounting Officer)
                  JOHN C. MAAG     
  
  /s/ Theodore Cohn                                            Director                    January 26, 1995
  - ---------------------------------------------                                                            
                  THEODORE COHN    
  
  /s/ James B. Hangstefer                                      Director                    January 26, 1995
  - ---------------------------------------------                                                            
               JAMES B. HANGSTEFER
  
  /s/ Warren A. Law                                            Director                    January 26, 1995
  - ---------------------------------------------                                                            
                  WARREN A. LAW
  
                                                               Director                    January __, 1995
  - ---------------------------------------------                                                            
                   PAULA STERN
  
  /s/ O. Gene Gabbard                                          Director                    January 26, 1995
  - ---------------------------------------------                                                                                   
                 O. GENE GABBARD
  
  /s/ William R. Cook                                          Director                    January 26, 1995
  - ---------------------------------------------                                                            
                 WILLIAM R. COOK
  
  /s/ Robert G. Paul                                           Director                    January 26, 1995
  - ---------------------------------------------                                                            
                 ROBERT G. PAUL
  </TABLE>
                                                               5
  <PAGE>   6
  <TABLE>
                                                  EXHIBIT INDEX
  
  <CAPTION>
  Exhibit No.                                   Description                                        Page*
  - ----------                                    -----------                                        ---- 
   <S>                          <C>                                                                <C>
    4.1                         Dynatech Corporation 1994 Stock Option and
                                Incentive Plan
  
    5.1                         Opinion of Goodwin, Procter & Hoar as to the legality
                                of the securities being registered
  
   23.1                         Consent of Coopers & Lybrand
  
   23.2                         Consent of Goodwin, Procter & Hoar (included in
                                Exhibit 5 of this registration statement)
  
   24                           Powers of Attorney (included on page 5 of this
                                registration statement)
  ______________________________
  
  <FN>
  
  *  Refers to sequentially numbered copy.
  
  </TABLE>
  
                                           6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "DYNATECH CORPORATION 1994 STOCK OPTION & INCENTIVE", "secsgml_size_bytes": 21667}]
metadata_filer: {"company-data": {"conformed-name": "DYNATECH CORP", "cik": "0000030841", "assigned-sic": "3577", "irs-number": "042258582", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57495", "film-number": "95503861"}, "business-address": {"street1": "3 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803-5087", "phone": "6172726100"}, "mail-address": {"street1": "3 NEW ENGLAND EXECUTIVE PARK", "city": "BURLINGTON", "state": "MA", "zip": "01803-5087"}}
text: 1
  
      As filed with the Securities and Exchange Commission on January 30, 1995
  
                                                    REGISTRATION STATEMENT NO. 33-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549 
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                                DYNATECH CORPORATION
               (Exact name of Registrant as specified in its charter)
  
         Massachusetts                                   04-2258582
   (State of incorporation)                (I.R.S. Employer Identification Number)
  
                            3 NEW ENGLAND EXECUTIVE PARK
                       BURLINGTON, MASSACHUSETTS  01803-5087
                                  (617) 272-6100
  
    (Address, including zip code, and telephone number, including area code, of
                     Registrant's principal executive offices)
  
                                DYNATECH CORPORATION
                        1994 STOCK OPTION AND INCENTIVE PLAN
                              (Full Title of the Plan)
  
                               ----------------------
  
                                    JOHN F. RENO
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                DYNATECH CORPORATION
                            3 NEW ENGLAND EXECUTIVE PARK
                       BURLINGTON, MASSACHUSETTS  01803-5087
                                   (617) 272-6100
  
   (Name, address, including zip code, and telephone number, including area code,
                               of agent for service)
  
                               ----------------------
  
                                  With copies to:
                                 EDWARD T. O'DELL, P.C.
                                GOODWIN, PROCTER & HOAR
                                    EXCHANGE PLACE
                                   53 STATE STREET
                           BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000              
  
                               ----------------------
  
                                                    CALCULATION OF REGISTRATION FEE
  =================================================================================================================================
  Title of Securities          Amount to be         Proposed Maximum           Proposed Maximum          Amount of
       Being Registered           Registered (1)     Offering Price Per Share   Aggregate Offering Price   Registration Fee
  - ---------------------------------------------------------------------------------------------------------------------------------
  Common Stock . . . . .        450,000 shares           $34.875(2)               $15,693,750              $5,412
  =================================================================================================================================
  (1)      Plus such additional number of shares as may be required pursuant to the 1994 Stock Option and Incentive Plan 
          (the "Plan") in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar 
          event or forfeited under the terms of the Plan.
  
  (2)      This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities 
           Act"), solely for purposes of determining the registration fee and is based upon the market value of outstanding shares 
           of Dynatech Corporation Common Stock on January 26, 1995, utilizing the average of the high and low sale prices reported 
           on the NASDAQ National Market System on that date.
  =================================================================================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
           -----------------------------------------------
  
           Dynatech Corporation (the "Company") hereby incorporates by reference
  the documents listed in (a) through (d) below, which have previously been filed
  with the Securities and Exchange Commission.
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended March 31, 1994, filed with the Securities and Exchange
                   Commission pursuant to the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act");
  
           (b)     All other reports filed since March 31, 1994 pursuant to
                   Section 13(a) or 15(d) of the Exchange Act;
  
           (c)     The Proxy Statement for the Company's annual meeting of
                   stockholders held on July 26, 1994, mailed to stockholders on
                   or about June 17, 1994; and
  
           (d)     The description of the Company's Common Stock contained in its
                   registration statement, filed with the Securities and Exchange
                   Commission under Section 12 of the Exchange Act, and any
                   amendments or reports filed for the purpose of updating such
                   description.
  
           In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Company pursuant to Sections 13(a) and 13(c),
  Section 14 and Section 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment hereto that indicates that all securities offered
  hereunder have been sold or that deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part hereof from the date of filing of such documents.
  
  Item 4.  Description of Securities.
           -------------------------
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
           --------------------------------------
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
           Section 67 of Chapter 156B of the General Laws of the Commonwealth of
  Massachusetts provides that a corporation may indemnify any director or officer
  (among others) except as to any  matter as to which he or she is adjudicated in
  any proceeding not to have acted in good faith in the reasonable belief that
  his or her action was in the best interests of the corporation.  Section 67
  further provides that a corporation has the power to purchase and maintain
  insurance policies on behalf of any such officer or director against liability
  incurred by him or her in such capacity or arising out of his or her status as
  such, whether or not the corporation has the power to indemnify such officer or
  director against such liability.
  
           The Restated Articles of Organization of Dynatech, as amended (the
  "Articles of Organization") provide that directors and officers of Dynatech
  shall be indemnified by Dynatech for all expenses incurred by them in
  connection with any proceeding in which they are involved as a result of
  serving or having served as a director or officer of Dynatech or of any other
  organization at Dynatech's direction; provided that no indemnification shall be
  provided to a director or officer with respect to a  matter as to which it
  shall have been adjudicated in any proceeding that he did not act in good faith
  in the reasonable belief that his action was in the best interests of Dynatech.
  As to any matter disposed of by a compromise payment by the party seeking
  indemnification, pursuant to a consent decree or otherwise, no indemnification
  shall be paid unless such compromise is approved by a majority of directors who
  are not parties to the subject proceeding, by legal counsel in a written
  opinion, or by a majority of stockholders present in person or by proxy at a
  meeting at which a quorum is present.  The provisions of the Articles of
  Organization of Dynatech do not limit any lawful rights to indemnification
  existing independently of such provisions.
  
           As permitted by Massachusetts law, the Articles of Organization
  provide that a director of Dynatech will not be personally liable to Dynatech
  or its stockholders for monetary damages arising out of the director's breach
  of his or her fiduciary duty, except to the extent that the Massachusetts
  Business Corporation Law ("MBCL") does not permit exemption from such
  liability.  Currently, the MBCL provides that a director remains potentially
  liable for monetary damages for (i)
                                         2
  3
  any breach of the director's duty of loyalty to Dynatech or its stockholders,
  (ii) any acts or omissions not in good faith or involving intentional
  misconduct or a knowing violation of law, (iii) any improper payment of a
  dividend, improper repurchase of Dynatech's stock, or certain loans to
  directors and officers of Dynatech in violation of Section 61 or 62 of MBCL, or
  (iv) any transaction from which a director derives an improper benefit.
  
           Dynatech has purchased directors' and officers' liability insurance,
  which insures against certain losses arising from claims against directors or
  officers of Dynatech by reason of certain acts, including a breach of duty,
  neglect, error, misstatement, misleading statement, omission or other act done
  or wrongfully attempted or any of the foregoing so alleged by any claimant or
  any claim against an officer or director of Dynatech solely by reason of his
  being such officer or director.
  
  Item 7.  Exemption from Registration Claimed.
           -----------------------------------
  
           Not applicable.
  
  Item 8.  Exhibits.
           --------
  
           The following is a complete list of exhibits filed or incorporated by
  reference as part of this registration statement.
  
  Exhibit   Description
  - -------   -----------
             
    4.1     Dynatech Corporation 1994 Stock Option and Incentive Plan
            
    5.1     Opinion of Goodwin, Procter & Hoar as to the legality of the
            securities being registered
            
   23.1     Consent of Coopers & Lybrand, Independent Accountants
            
   23.2     Consent of Goodwin, Procter & Hoar (included in Exhibit 5.1 of
            this registration statement)
            
   24       Powers of Attorney (included on page 5 of this registration statement)
            
  Item 9.   Undertakings.
            ------------
           (a)     The undersigned registrant hereby undertakes:
  
                        (1)   To file, during any period in which offers or
                   sales are being made, a post-effective amendment to this
                   registration statement:
  
                              (i)    To include any prospectus required by 
                        Section 10(a)(3) of the Securities Act;
  
                              (ii)   To reflect in the prospectus any facts or 
                        events arising after the effective date of the 
                        registration statement (or the most recent post-effective 
                        amendment thereof) which, individually or in the 
                        aggregate, represent a fundamental change in the 
                        information set forth in the registration statement; and
                        
                              (iii)  To include any material information
                        with respect to the plan of distribution not previously 
                        disclosed in the registration statement or any material  
                        change to such information in the registration statement;
                        
                   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                   herein do not apply if the information required to be included
                   in a post-effective amendment by those paragraphs is contained
                   in periodic reports filed by the undersigned registrant
                   pursuant to Section 13 or Section 15(d) of the Exchange Act
                   that are incorporated by reference in the registration 
                   statement;
  
                        (2)    That, for the purpose of determining any
                   liability under the Securities Act, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof; and
  
                        (3)    To remove from registration by means of a
                   post-effective amendment any of the securities being 
                   registered which remain unsold at the termination of the
                   offering.
  
           (b)          The undersigned registrant hereby undertakes that,
                   for purposes of determining any liability under the Securities
                   Act, each filing of the registrant's annual report pursuant to
  
                                         3
  4
                   Section 13(a) or 15(d) of the Exchange Act (and, where
                   applicable, each filing of an employee benefit plan's annual
                   report pursuant to Section 15(d) of the Exchange Act) that is
                   incorporated by reference in the registration statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (c)              Insofar as indemnification for liabilities arising
                   under the Securities Act may be permitted to directors,
                   officers and controlling persons of the registrant pursuant to
                   the foregoing provisions, or otherwise, the registrant has
                   been advised that in the opinion of the Securities and
                   Exchange Commission such indemnification is against public
                   policy as expressed in the Securities Act, and is, therefore,
                   unenforceable.  In the event that a claim for indemnification
                   against such liabilities (other than the payment by the
                   registrant of expenses incurred or paid by a director, officer
                   or controlling person of the registrant in the successful
                   defense of any action, suit or proceeding) is asserted by such
                   director, officer or controlling person in connection with the
                   securities being registered, the registrant will, unless in
                   the opinion of its counsel the matter has been settled by
                   controlling precedent, submit to a court of appropriate
                   jurisdiction the question whether such indemnification by it
                   is against public policy as expressed in the Securities Act
                   and will be governed by the final adjudication of such issue.
  
                                         4
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Boston, Commonwealth of Massachusetts, on
  January 26, 1994.
  
                                     DYNATECH CORPORATION
  
                                     By:  /s/ John F. Reno
                                          -------------------------------------
                                          John F. Reno
                                          President and Chief Executive Officer
  
                                POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
  directors of Dynatech Corporation hereby severally constitute John F. Reno,
  Robert H. Hertz and Edward T. O'Dell, and each of them singly, our true and
  lawful attorneys with full power to them, and each of them singly, to sign for
  us and in our names in the capacities indicated below, the Registration
  Statement filed herewith and any and all amendments to said Registration
  Statement, and generally to do all such things in our names and in our
  capacities as officers and directors to enable Dynatech Corporation to comply
  with the provisions of the Securities Act of 1933 and all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed below by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                                  CAPACITY                          DATE
                    ---------                                  --------                          ----
  /s/ Richard K. Lochridge                              Chairman of the Board              January 26, 1995
  - ---------------------------------------------            and Director
            RICHARD K. LOCHRIDGE   
  
  /s/ John F. Reno                                    President, Chief Executive           January 26, 1995
  - ---------------------------------------------          Officer and Director
                JOHN F. RENO       
  
  /s/ Robert H. Hertz                            Chief Financial Officer and Treasurer     January 26, 1995
  - ---------------------------------------------      (Principal Financial Officer)         
                 ROBERT H. HERTZ   
  
  /s/ John C. Maag                                       Corporate Controller              January 26, 1995
  - ---------------------------------------------     (Principal Accounting Officer)
                  JOHN C. MAAG     
  
  /s/ Theodore Cohn                                            Director                    January 26, 1995
  - ---------------------------------------------                                                            
                  THEODORE COHN    
  
  /s/ James B. Hangstefer                                      Director                    January 26, 1995
  - ---------------------------------------------                                                            
               JAMES B. HANGSTEFER
  
  /s/ Warren A. Law                                            Director                    January 26, 1995
  - ---------------------------------------------                                                            
                  WARREN A. LAW
  
                                                               Director                    January __, 1995
  - ---------------------------------------------                                                            
                   PAULA STERN
  
  /s/ O. Gene Gabbard                                          Director                    January 26, 1995
  - ---------------------------------------------                                                                                   
                 O. GENE GABBARD
  
  /s/ William R. Cook                                          Director                    January 26, 1995
  - ---------------------------------------------                                                            
                 WILLIAM R. COOK
  
  /s/ Robert G. Paul                                           Director                    January 26, 1995
  - ---------------------------------------------                                                            
                 ROBERT G. PAUL
  5
  6
  
                                                  EXHIBIT INDEX
  Exhibit No.                                   Description                                        Page*
  - ----------                                    -----------                                        ----
  4.1                         Dynatech Corporation 1994 Stock Option and
                                Incentive Plan
  
    5.1                         Opinion of Goodwin, Procter & Hoar as to the legality
                                of the securities being registered
  
   23.1                         Consent of Coopers & Lybrand
  
   23.2                         Consent of Goodwin, Procter & Hoar (included in
                                Exhibit 5 of this registration statement)
  
   24                           Powers of Attorney (included on page 5 of this
                                registration statement)
  ______________________________
  *  Refers to sequentially numbered copy.
  6