<PAGE>   1





     As filed with Securities and Exchange Commission on December 18, 1995
                                                    Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             COMSHARE, INCORPORATED
             (Exact name of registrant as specified in its charter)

         MICHIGAN                                       38-1804887
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                              555 BRIARWOOD CIRCLE
                           ANN ARBOR, MICHIGAN  48108
                    (Address of principal executive offices)

                             COMSHARE, INCORPORATED
                              PROFIT SHARING PLAN
                            (Full title of the plan)

                                Kathryn A. Jehle
                Senior Vice President, Chief Financial Officer,
                       Treasurer and Assistant Secretary
                             Comshare, Incorporated
                              555 Briarwood Circle
                           Ann Arbor, Michigan  48108
                                 (313) 994-4800
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             Thomas S. Vaughn, Esq.
                              Dykema Gossett PLLC
                             400 Renaissance Center
                         Detroit, Michigan  48243-1668

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
<TABLE>
<CAPTION>
   Title of                   Proposed Maximum  Proposed Maximum     Amount of
Securities to   Amount to be      Offering         Aggregate       Registration
be Registered    Registered   Price Per Share*   Offering Price        Fee     
- -------------------------------------------------------------------------------
<S>             <C>               <C>             <C>              <C>
Common Stock    200,000 shares    $23.88          $4,776,000       $1,646.90
$1.00 par value
</TABLE>
_______________________________________________________________________________
*      The price shown is the average of the high and low sale prices of the
       Common Stock on the Nasdaq National Market on December 12, 1995, in
       accordance with Rule 457(h).  In addition, pursuant to Rule 416 under
       the Securities Act of 1933, this registration statement also covers an
       indeterminate amount of interests to be offered or sold pursuant to the
       employee benefit plan described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



<PAGE>   2





                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by Comshare, Incorporated (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
                    year ended June 30, 1995, as filed with the Commission on
                    September 28, 1995;

               (b)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    1) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on October 2, 1995;

               (c)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    2) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on October 11, 1995;

               (d)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    3) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on November 9, 1995;

               (e)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    4) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on November 22, 1995;

               (f)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1995, as filed with the Commission on
                    October 24, 1995;

               (g)  The Company's Report on Form 8-K, as filed with the
                    Commission on November 9, 1995; and

               (h)  The description of the Company's Common Stock contained in
                    the Prospectus forming a part of the Company's Registration
                    Statement on Form S-1 (no. 2-29663) (incorporated by
                    reference into the Company's Registration Statement on Form
                    10 under the Exchange Act, filed in October 1969, as
                    amended by Item 4 of the Company's Report on Form 8-K,
                    filed in January 1973, and Item 5 of the Company's Report
                    on Form 8-K, filed in September 1988).

               All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering of the Common Stock covered by this
Registration Statement shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of each
such document.





                                      -2-
<PAGE>   3





Item 4.        DESCRIPTION OF SECURITIES

               The Common Stock to be offered is registered under Section 12 of
the Securities Exchange Act.


Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

                                 LEGAL MATTERS

               The validity of the Common Stock offered hereby will be passed
upon for the Company by Dykema Gossett PLLC of Detroit, Michigan.  Janet L.
Neary, a member of Dykema Gossett PLLC, serves as the Company's Secretary.

                                    EXPERTS

               The consolidated financial statements and schedules of the
Company and its subsidiaries incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated by their reports with respect thereto, and are
incorporated herein by reference in reliance upon such reports of Arthur
Andersen LLP given upon their authority as experts in accounting and auditing.


Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Sections 561 through 571 of the Michigan Business Corporation
Act (the "MBCA") govern the indemnification of officers, directors and other
persons.  In this regard, the MBCA provides for indemnification of directors
and officers acting in good faith and in a manner they reasonably believe to be
in, or not opposed to, the best interest of the corporation or its shareholders
(and, with respect to a criminal proceeding, if they have no reasonable cause
to believe their conduct to be unlawful).  Such indemnification may be made
against (a) expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement, which were actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding
(other than an action by, or in the right of, the corporation) arising out of a
position with the corporation (or with some other entity at the corporation's
request), and (b) expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or suit by, or in the right of, the corporation,
unless the director or officer is found liable to the corporation and an
appropriate court does not determine that he or she is nevertheless fairly and
reasonably entitled to indemnification.  The MBCA requires indemnification for
expenses to the extent that a director or officer is successful in defending
against any such action, suit or proceeding, and otherwise requires in general
that the indemnification provided for in (a) and (b) above be made only on a
determination by a majority vote of a quorum of the board of directors
comprised of members who were not parties to or threatened to be made parties
to such action.  In





                                      -3-
<PAGE>   4





certain circumstances, the MBCA further permits advances to cover such expenses
before a final determination that indemnification is permissible, upon receipt
of (i) a written affirmation by the director or officer of his good faith
belief that he has met the applicable standard of conduct set forth in the
MBCA, and (ii) a written undertaking by or on behalf of the director or officer
to repay such amounts unless it shall ultimately be determined that he is
entitled to indemnification and a determination that the facts then known to
those making the advance would not preclude indemnification.

               The MBCA permits a corporation to purchase insurance on behalf
of its directors and officers against liabilities arising out of their
positions with the corporation, whether or not such liabilities would be within
the indemnification provisions of the MBCA.

               Indemnification under the MBCA is not exclusive of other rights
to indemnification to which a person may be entitled under a corporation's
articles of incorporation or bylaws, or under contract executed by such
corporation.  Article X of the Company's Articles of Incorporation provides for
the indemnification of directors and officers of the Company and authorizes the
Board to extend such indemnity to others to the full extent permitted by the
aforesaid sections of the MBCA.  Subject to the exceptions recited in the
following sentence, the Company's Articles of Incorporation provide that no
director shall be personally liable to the Company or its shareholders for
damages for breach of his or her duty as a director.  Such exculpatory language
does not, however, eliminate or limit the liability of a director for (a)
breach of the duty of loyalty, (b) acts or omissions that are not in good faith
or involve intentional misconduct or a knowing violation of law, (c) certain
other violations of the MBCA, (d) responsibility in respect of any transaction
from which the director has derived an improper personal benefit, or (e) an act
or omission occurring before the date that Article X became effective.

               The Articles of Incorporation of the Company provide that the
Company shall indemnify its directors and officers ("indemnitees") against all
expenses, judgments, penalties, fines, and amounts paid or to be paid in
settlement, which were reasonably incurred by the indemnitee while acting in
his or her capacity as a director or officer.  The Articles of Incorporation
also authorize the Company to purchase and maintain directors' and officers'
liability insurance.

               Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to officers and directors pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.


Item 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.





                                      -4-
<PAGE>   5





Item 8.        EXHIBITS

               The following exhibits are filed with this Registration
Statement:

                4.1    Amended and Restated Profit Sharing Plan, 
                       effective as of October 1, 1995.

                5      Opinion of Dykema Gossett PLLC with respect to
                       the legality of the Common Stock to be
                       registered hereunder.

               23      Consent of Arthur Andersen LLP, independent
                       accountants.

               23.1    Consent of Dykema Gossett PLLC (contained in
                       Exhibit 5 hereto).

               24      Power of Attorney (contained on signature page).

               The Company will submit the Plan, as amended and restated as of
October 1, 1995, to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to retain the tax
qualification of the Plan.


Item 9.        UNDERTAKINGS

               (1)     The undersigned registrant hereby undertakes (a) 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, (b) that, for the purpose of
determining any liability under the Securities Act of 1933, 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
(c) 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.

               (2)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.

               (3)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the





                                      -5-
<PAGE>   6





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 Act and will be governed by the final adjudication of such
issue.





                                      -6-
<PAGE>   7





                                   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 Ann Arbor, State of Michigan on December 12,
1995.

                                           COMSHARE, INCORPORATED


                                           By:  /s/ Kathryn A. Jehle         
                                                --------------------------------
                                                Kathryn A. Jehle
                                                Senior Vice President, Chief
                                                Financial Officer, Treasurer and
                                                Assistant Secretary

               Each person whose signature appears below constitutes and
appoints Kathryn A. Jehle and T. Wallace Wrathall, his attorneys-in-fact, each
with power of substitution, for him or her, in any and all capacities, to sign
any amendments to this registration statement (including post-effective
amendments) and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each such attorney-in-fact or his or her
substitute may do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of December 12, 1995.

<TABLE>
<CAPTION>
        Signature                          Title
        ---------                          -----
<S>                                <C>                                   
/s/ T. Wallace Wrathall            President,
- ---------------------------        Chief Executive Officer and a
T. Wallace Wrathall                Director
                                   (Principal Executive Officer)

/s/ Kathryn A. Jehle               Senior Vice President,
- ---------------------------        Chief Financial Officer,                 
Kathryn A. Jehle                   Treasurer and Assistant Secretary
                                   (Principal Financial Officer)


/s/ R. Michael Mahoney             Director of Finance,
- ---------------------------        Chief Accounting Officer                 
R. Michael Mahoney                 (Principal Accounting Officer)


/s/ Richard L. Crandall            Chairman of the Board and a Director
- ---------------------------                                         
Richard L. Crandall
</TABLE>





                                      -7-
<PAGE>   8





<TABLE>
<S>                                 <C>
/s/ Geoffrey B. Bloom               Director
- ---------------------------             
Geoffrey B. Bloom


/s/ Daniel T. Carroll               Director
- ---------------------------             
Daniel T. Carroll


/s/ Stanley R. Day                  Director
- ---------------------------             
Stanley R. Day


/s/ W. John Driscoll                Director
- ---------------------------             
W. John Driscoll


                                    Director
- ---------------------------             
Alan G. Merten


/s/ George R. Mrkonic               Director
- ---------------------------             
George R. Mrkonic



                                    Director
- ---------------------------             
John F. Rockart
</TABLE>





                                      -8-
<PAGE>   9





               Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the Plan) has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ann Arbor, State of Michigan, on December 12,
1995.

                                      COMSHARE, INCORPORATED PROFIT SHARING PLAN

                                      By:  COMSHARE, INCORPORATED

                                      Its: Plan Administrator


                                      By:  /s/ Kathryn A. Jehle              
                                           ------------------------------
                                           Kathryn A. Jehle
                                           Its: Senior Vice-President and
                                                Chief Financial Officer





                                      -9-
<PAGE>   10





                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Number                Description                                           
- ------   -------------------------------------------------------------------
<S>            <C>
 4.1           Amended and Restated Profit Sharing Plan, effective October 1, 1995.

 5             Opinion of Dykema Gossett PLLC with respect to the legality of the Common 
               Stock to be registered hereunder.

23             Consent of Arthur Andersen LLP, independent accountants.

23.1           Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto).

24             Power of Attorney (contained on signature page).
</TABLE>





                                      -10-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21225}]
{"company-data": {"conformed-name": "COMSHARE INC", "cik": "0000201513", "assigned-sic": "7372", "irs-number": "381804887", "state-of-incorporation": "MI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65109", "film-number": "95602296"}, "business-address": {"street1": "555 BRIARWOOD CIRCLE", "street2": "P O BOX 1588", "city": "ANN ARBOR", "state": "MI", "zip": "48108", "phone": "313-995-8251"}, "mail-address": {"street1": "P O BOX 1588", "street2": "555 BRIARWOOD CIRCLE", "city": "ANN ARBOR", "state": "MI", "zip": "48108"}}
1

     As filed with Securities and Exchange Commission on December 18, 1995
                                                    Registration No.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             COMSHARE, INCORPORATED
             (Exact name of registrant as specified in its charter)

         MICHIGAN                                       38-1804887
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                              555 BRIARWOOD CIRCLE
                           ANN ARBOR, MICHIGAN  48108
                    (Address of principal executive offices)

                             COMSHARE, INCORPORATED
                              PROFIT SHARING PLAN
                            (Full title of the plan)

                                Kathryn A. Jehle
                Senior Vice President, Chief Financial Officer,
                       Treasurer and Assistant Secretary
                             Comshare, Incorporated
                              555 Briarwood Circle
                           Ann Arbor, Michigan  48108
                                 (313) 994-4800
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             Thomas S. Vaughn, Esq.
                              Dykema Gossett PLLC
                             400 Renaissance Center
                         Detroit, Michigan  48243-1668

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of                   Proposed Maximum  Proposed Maximum     Amount of
Securities to   Amount to be      Offering         Aggregate       Registration
be Registered    Registered   Price Per Share*   Offering Price        Fee     
- -------------------------------------------------------------------------------
Common Stock    200,000 shares    $23.88          $4,776,000       $1,646.90
$1.00 par value
_______________________________________________________________________________
*      The price shown is the average of the high and low sale prices of the
       Common Stock on the Nasdaq National Market on December 12, 1995, in
       accordance with Rule 457(h).  In addition, pursuant to Rule 416 under
       the Securities Act of 1933, this registration statement also covers an
       indeterminate amount of interests to be offered or sold pursuant to the
       employee benefit plan described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by Comshare, Incorporated (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
                    year ended June 30, 1995, as filed with the Commission on
                    September 28, 1995;

               (b)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    1) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on October 2, 1995;

               (c)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    2) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on October 11, 1995;

               (d)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    3) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on November 9, 1995;

               (e)  The Company's Annual Report on Form 10-K/A (Amendment No.
                    4) for the fiscal year ended June 30, 1995, as filed with
                    the Commission on November 22, 1995;

               (f)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1995, as filed with the Commission on
                    October 24, 1995;

               (g)  The Company's Report on Form 8-K, as filed with the
                    Commission on November 9, 1995; and

               (h)  The description of the Company's Common Stock contained in
                    the Prospectus forming a part of the Company's Registration
                    Statement on Form S-1 (no. 2-29663) (incorporated by
                    reference into the Company's Registration Statement on Form
                    10 under the Exchange Act, filed in October 1969, as
                    amended by Item 4 of the Company's Report on Form 8-K,
                    filed in January 1973, and Item 5 of the Company's Report
                    on Form 8-K, filed in September 1988).

               All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering of the Common Stock covered by this
Registration Statement shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of each
such document.

                                      -2-
3

Item 4.        DESCRIPTION OF SECURITIES

               The Common Stock to be offered is registered under Section 12 of
the Securities Exchange Act.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

                                 LEGAL MATTERS

               The validity of the Common Stock offered hereby will be passed
upon for the Company by Dykema Gossett PLLC of Detroit, Michigan.  Janet L.
Neary, a member of Dykema Gossett PLLC, serves as the Company's Secretary.

                                    EXPERTS

               The consolidated financial statements and schedules of the
Company and its subsidiaries incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated by their reports with respect thereto, and are
incorporated herein by reference in reliance upon such reports of Arthur
Andersen LLP given upon their authority as experts in accounting and auditing.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Sections 561 through 571 of the Michigan Business Corporation
Act (the "MBCA") govern the indemnification of officers, directors and other
persons.  In this regard, the MBCA provides for indemnification of directors
and officers acting in good faith and in a manner they reasonably believe to be
in, or not opposed to, the best interest of the corporation or its shareholders
(and, with respect to a criminal proceeding, if they have no reasonable cause
to believe their conduct to be unlawful).  Such indemnification may be made
against (a) expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement, which were actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding
(other than an action by, or in the right of, the corporation) arising out of a
position with the corporation (or with some other entity at the corporation's
request), and (b) expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or suit by, or in the right of, the corporation,
unless the director or officer is found liable to the corporation and an
appropriate court does not determine that he or she is nevertheless fairly and
reasonably entitled to indemnification.  The MBCA requires indemnification for
expenses to the extent that a director or officer is successful in defending
against any such action, suit or proceeding, and otherwise requires in general
that the indemnification provided for in (a) and (b) above be made only on a
determination by a majority vote of a quorum of the board of directors
comprised of members who were not parties to or threatened to be made parties
to such action.  In

                                      -3-
4

certain circumstances, the MBCA further permits advances to cover such expenses
before a final determination that indemnification is permissible, upon receipt
of (i) a written affirmation by the director or officer of his good faith
belief that he has met the applicable standard of conduct set forth in the
MBCA, and (ii) a written undertaking by or on behalf of the director or officer
to repay such amounts unless it shall ultimately be determined that he is
entitled to indemnification and a determination that the facts then known to
those making the advance would not preclude indemnification.

               The MBCA permits a corporation to purchase insurance on behalf
of its directors and officers against liabilities arising out of their
positions with the corporation, whether or not such liabilities would be within
the indemnification provisions of the MBCA.

               Indemnification under the MBCA is not exclusive of other rights
to indemnification to which a person may be entitled under a corporation's
articles of incorporation or bylaws, or under contract executed by such
corporation.  Article X of the Company's Articles of Incorporation provides for
the indemnification of directors and officers of the Company and authorizes the
Board to extend such indemnity to others to the full extent permitted by the
aforesaid sections of the MBCA.  Subject to the exceptions recited in the
following sentence, the Company's Articles of Incorporation provide that no
director shall be personally liable to the Company or its shareholders for
damages for breach of his or her duty as a director.  Such exculpatory language
does not, however, eliminate or limit the liability of a director for (a)
breach of the duty of loyalty, (b) acts or omissions that are not in good faith
or involve intentional misconduct or a knowing violation of law, (c) certain
other violations of the MBCA, (d) responsibility in respect of any transaction
from which the director has derived an improper personal benefit, or (e) an act
or omission occurring before the date that Article X became effective.

               The Articles of Incorporation of the Company provide that the
Company shall indemnify its directors and officers ("indemnitees") against all
expenses, judgments, penalties, fines, and amounts paid or to be paid in
settlement, which were reasonably incurred by the indemnitee while acting in
his or her capacity as a director or officer.  The Articles of Incorporation
also authorize the Company to purchase and maintain directors' and officers'
liability insurance.

               Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to officers and directors pursuant to the
foregoing provisions, the Company has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

Item 7.        EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

                                      -4-
5

Item 8.        EXHIBITS

               The following exhibits are filed with this Registration
Statement:

                4.1    Amended and Restated Profit Sharing Plan, 
                       effective as of October 1, 1995.

                5      Opinion of Dykema Gossett PLLC with respect to
                       the legality of the Common Stock to be
                       registered hereunder.

               23      Consent of Arthur Andersen LLP, independent
                       accountants.

               23.1    Consent of Dykema Gossett PLLC (contained in
                       Exhibit 5 hereto).

               24      Power of Attorney (contained on signature page).

               The Company will submit the Plan, as amended and restated as of
October 1, 1995, to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to retain the tax
qualification of the Plan.

Item 9.        UNDERTAKINGS

               (1)     The undersigned registrant hereby undertakes (a) 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, (b) that, for the purpose of
determining any liability under the Securities Act of 1933, 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
(c) 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.

               (2)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.

               (3)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the

                                      -5-
6

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 Act and will be governed by the final adjudication of such
issue.

                                      -6-
7

                                   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 Ann Arbor, State of Michigan on December 12,
1995.

                                           COMSHARE, INCORPORATED

                                           By:  /s/ Kathryn A. Jehle         
                                                --------------------------------
                                                Kathryn A. Jehle
                                                Senior Vice President, Chief
                                                Financial Officer, Treasurer and
                                                Assistant Secretary

               Each person whose signature appears below constitutes and
appoints Kathryn A. Jehle and T. Wallace Wrathall, his attorneys-in-fact, each
with power of substitution, for him or her, in any and all capacities, to sign
any amendments to this registration statement (including post-effective
amendments) and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each such attorney-in-fact or his or her
substitute may do or cause to be done by virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of December 12, 1995.
Signature                          Title
        ---------                          -----
/s/ T. Wallace Wrathall            President,
- ---------------------------        Chief Executive Officer and a
T. Wallace Wrathall                Director
                                   (Principal Executive Officer)

/s/ Kathryn A. Jehle               Senior Vice President,
- ---------------------------        Chief Financial Officer,                 
Kathryn A. Jehle                   Treasurer and Assistant Secretary
                                   (Principal Financial Officer)

/s/ R. Michael Mahoney             Director of Finance,
- ---------------------------        Chief Accounting Officer                 
R. Michael Mahoney                 (Principal Accounting Officer)

/s/ Richard L. Crandall            Chairman of the Board and a Director
- ---------------------------                                         
Richard L. Crandall
-7-
8
/s/ Geoffrey B. Bloom               Director
- ---------------------------             
Geoffrey B. Bloom

/s/ Daniel T. Carroll               Director
- ---------------------------             
Daniel T. Carroll

/s/ Stanley R. Day                  Director
- ---------------------------             
Stanley R. Day

/s/ W. John Driscoll                Director
- ---------------------------             
W. John Driscoll

                                    Director
- ---------------------------             
Alan G. Merten

/s/ George R. Mrkonic               Director
- ---------------------------             
George R. Mrkonic

                                    Director
- ---------------------------             
John F. Rockart
-8-
9

               Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the Plan) has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ann Arbor, State of Michigan, on December 12,
1995.

                                      COMSHARE, INCORPORATED PROFIT SHARING PLAN

                                      By:  COMSHARE, INCORPORATED

                                      Its: Plan Administrator

                                      By:  /s/ Kathryn A. Jehle              
                                           ------------------------------
                                           Kathryn A. Jehle
                                           Its: Senior Vice-President and
                                                Chief Financial Officer

                                      -9-
10

                               INDEX TO EXHIBITS
Number                Description                                           
- ------   -------------------------------------------------------------------
4.1           Amended and Restated Profit Sharing Plan, effective October 1, 1995.

 5             Opinion of Dykema Gossett PLLC with respect to the legality of the Common 
               Stock to be registered hereunder.

23             Consent of Arthur Andersen LLP, independent accountants.

23.1           Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto).

24             Power of Attorney (contained on signature page).
-10-