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 (Date of earliest event reported): June 25, 1997

                              TERA COMPUTER COMPANY
             (Exact name of registrant as specified in its charter)

     Washington                      0-26820                    93-0962605
  (State or other                  (Commission                 (IRS Employer
  jurisdiction of                  File Number)             Identification No.)

 2815 Eastlake Avenue East
 Seattle, Washington                                            98102-3027
(Address of Principal Executive Office)                         (Zip Code)

Registrant's telephone number, including area code:         (206) 325-0800

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


Item 5.  Other Events

         Warrant Exercise Offer/Redemption Completed.

         On May 23, 1997, the Company announced that it would redeem all of its
outstanding Redeemable Common Stock Purchase Warrants (the "Warrants") on June
25, 1997, and that through June 24, 1997, it had lowered the exercise price of
the Warrants from $7.20 to $5.00 per Warrant with each Warrant being exercisable
for 1.25 shares of Common Stock (the "Exercise Offer").

         The Company has completed the Exercise Offer and redemption of the
Warrants. Altogether, 2,130,527 Warrants were exercised pursuant to the Exercise
Offer, with the Company receiving gross proceeds of $10,652,635 and issuing an
aggregate of 2,663,119 shares of Common Stock. The Company redeemed the
remaining 95,604 Warrants at the redemption price of $.05 per Warrant. The
Warrants have been delisted from trading on the Nasdaq SmallCap Market and the
Warrants are no longer registered under Section 12(g) of the Securities Exchange
Act of 1934.


         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 hereunto duly authorized.

                                       TERA COMPUTER COMPANY

                                       By: /s/ James E. Rottsolk
                                               James E. Rottsolk
                                               President and Chief Executive

Date: July 11, 1997