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Exhibit 99.1
                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C.  20549
                                       
                                   FORM 11-K
                                       
                                       
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

For the fiscal year ended June 30, 1996

                                      OR
                                       
[   ]     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from             to           .
                               ----------     ----------


Commission File No. 1-6435

A.   BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST
     (Full title of plan)

B.   BBN Corporation (formerly Bolt Beranek and Newman Inc.)
     150 CambridgePark Drive
     Cambridge, MA  02140
     (Name and address of issuer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused the annual report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    BOLT BERANEK AND NEWMAN INC.
                                    RETIREMENT TRUST



                                    Bruce L. Haskin
                                    Trustee
                                    Bolt Beranek and Newman Inc.
                                      Retirement Trust

                                    Treasurer
                                    BBN Corporation
December 26, 1996
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                 BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST
                                       
                FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
                                       
                           -------------------------
                                       
                                     INDEX


                                                            Page(s)
                                                            -------
Report of Independent Accountants                                2

Financial Statements:

     Statements of Net Assets Available for Plan Benefits,
        June 30, 1996 and 1995                                   *

     Statement of Changes in Net Assets Available for
        Plan Benefits for the year ended June 30, 1996           *

     Notes to Financial Statements                               *

Supplemental Schedules:

     Item 27a - Schedule of Assets Held for Investment
          Purposes at June 30, 1996                              *

     Item 27d - Schedule of Reportable Transactions for the
          year ended June 30, 1996                               *



NOTE:     Certain supplemental schedules required by the Employee Retirement
Income Security Act of 1974 have not been included herein, as they are not
applicable to the Bolt Beranek and Newman Inc. Retirement Trust.

NOTE:     Page references relate solely to this document in its traditional
filing format.

NOTE:     * - Financial statements and schedules prepared in accordance with
the financial reporting requirements of ERISA for the Bolt Beranek and Newman
Inc. Retirement Trust are being filed in paper under cover of Form SE.
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                       REPORT OF INDEPENDENT ACCOUNTANTS
                                       


To the Board of Trustees and Plan Administrators of
Bolt Beranek and Newman Inc. Retirement Trust:

We have audited the accompanying statements of net assets available for plan
benefits of the Bolt Beranek and Newman Inc. Retirement Trust (the "Plan") as
of June 30, 1996 and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended June 30, 1996.  These financial
statements are the responsibility of the Plan's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,  in
all material respects, the net assets available for plan benefits of the Plan
as of June 30, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended June 30, 1996, in conformity with generally
accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules, as listed
in the accompanying index, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.  The Fund Information in the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the changes in net assets available for plan
benefits of each fund.  The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects, in relation to the basic financial statements taken as a whole.

                                             Coopers & Lybrand L.L.P.

Boston, Massachusetts
December 12, 1996

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