<PAGE>   1





    As filed with the Securities and Exchange Commission on January 9, 1998
                          Registration No. 333-______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                             COMPUWARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            MICHIGAN                                        38-2007430
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)


31440 Northwestern Highway, Farmington Hills, Michigan      48334-2564
    (Address of Principal Executive Offices)                (Zip Code)


                   Nu-Mega Technologies, Inc. 1996 Stock Plan
                            (Full title of the plan)


                         Peter Karmanos, Jr., Chairman
                             Compuware Corporation
                           31440 Northwestern Highway
                     Farmington Hills, Michigan 48334-2564
                    (Name and address of agent for service)

                                 (248) 737-7300
         (Telephone number, including area code, of agent for service)






                                      1


<PAGE>   2


                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                               Proposed             Proposed
Title of                                       maximum              maximum
securities                Amount               offering             aggregate                 Amount of
to be                     to be                price                offering                  registration
registered                registered           per share (2)        price (2)                 fee

------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>                 <C>                        <C>
Common Stock (1)          772,168              $ 2.63              $2,030,801.84                      $599.09
Common Stock (1)           15,120                5.91                  89,359.20                        26.36
Common Stock (1)           69,886                7.89                 551,400.54                       162.66
Common Stock (1)            1,141               23.66                  26,996.06                         7.96
                         --------                                  -------------                      -------
Total                     858,315                                  $2,698,557.64                      $796.07

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      $.01 par value per share ("Common Stock").

(2)      Calculated pursuant to Rule 457(h) for the purpose of computing the
         registration fee and based on the exercise price of the options.





                                       2



<PAGE>   3

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
registration statement:

         1.      The Annual Report of Compuware Corporation (the "Registrant")
         on Form 10-K for the fiscal year ended March 31, 1997, as filed with
         the Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act").

         2.      Any other reports filed by the Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act, since the end of the fiscal year
         ended March 31, 1997.

         3.      The description of Registrant's Common Stock contained in
         Registrant's Registration Statement on Form S-1, filed with the
         Securities and Exchange Commission on October 23, 1992 (Commission
         File No. 33-53652), including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof  from the date of filing of such documents.

ITEM 4.          DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTOR AND OFFICERS.

         Under Sections 561-571 of the Michigan Business Corporation Act,
director and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of the claims brought
against them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.





                                       3



<PAGE>   4


         The Registrant is obligated under its Bylaws to indemnify a present or
former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter authorized or permitted by
law in connection with any actual or threatened civil, criminal, administrative
or investigative action, suit or proceeding arising out of his or her past or
future service to the Registrant, or to another corporation at the request of
the Registrant.  In addition, the Articles of Incorporation of the Registrant
limit certain personal liabilities of directors of the Registrant; provided,
however, that the Articles of Incorporation do not eliminate or limit the
liability of a director of any of the following:  (i) a breach of the
director's duty of loyalty to the corporation or its shareholders; (ii) acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act; (iv) a transaction from which the director derived an improper
personal benefit; or (v) an act or omission occurring before the effective date
of the Article.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1     Registrant's Restated Articles of Incorporation (incorporated
                 by reference to Exhibit 3.1 to Registrant's Registration
                 Statement on Form S-1, as amended, Registration No. 33-53652).

         4.2     Registrant's Amendment to Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.1 to Registrant's
                 Registration Statement on Form S-4, as amended, Registration
                 No. 33-78822).

         4.3     Registrant's Certificate of Amendment to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 3.2 to
                 Registrant's Registration Statement on Form S-4, as amended,
                 Registration No. 33-78822).

         4.4     Registrant's Correction to Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.3 to Registrant's
                 Registration Statement on Form S-4, as amended, Registration
                 No. 33-78822).

         4.5     Registrant's Certificate of Amendment to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 4.6 to
                 Registrant's Registration Statement on Form S-8, Registration
                 No. 333-37873).

         4.6     Registrant's Restated Bylaws, as amended (incorporated by
                 reference to Exhibit 3.3 to Registrant's Registration
                 Statement on Form S-1, as amended, Registration No. 33-53652).





                                       4



<PAGE>   5


         4.7     NuMega Technologies, Inc. 1996 Stock Plan.

         5       Opinion of Honigman Miller Schwartz and Cohn.

         23.1    Independent Auditors' Consent.

         23.2    Consent of Honigman Miller Schwartz and Cohn (included in the
                 opinion filed as Exhibit 5 to this Registration Statement).

         24.1    Powers of Attorney (included after the signature of the
                 Registrant contained on page 7 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 of 1933;

                 (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 this Registration
                 Statement;

                 (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) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference int he
         Registration Statement.

         (2)  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.

         (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.





                                       5


<PAGE>   6


         (b)     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
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to 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.

         (c)     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 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.

                                    EXPERTS

         The consolidated financial statements incorporated in this
Registration Statement by reference from the Annual Report on Form 10-K of
Compuware Corporation for the year ended March 31, 1997, have been audited by
Deloitte & Touche, LLP independent auditors, as stated in their report which is
incorporated herein by reference and has been so incorporated in reliance upon
the report of such firm given on their authority as experts in accounting and
auditing.





                                       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 Farmington Hills, State of  Michigan, on
January  7, 1998.

                                             COMPUWARE CORPORATION

                                             BY: /s/ Thomas Costello, Jr.
                                                -------------------------------
                                                   Thomas Costello, Jr.
                                                   Senior Vice President
                                                   General Counsel and Secretary

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Thomas Costello, Jr.  and W.
James Prowse or either of them, his/her true and lawful attorneys-in-fact and
agents, each  with full power of substitution for him/her and in his/her name,
place and stead, in any and all capacities, to sign any or all amendments
(including without limitation post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that any said
attorneys-in-fact and agents, or his/her substitute or substitutes, may
lawfully 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 by the following persons in the
capacities and on the dates indicated.

<TABLE>
<Capiton>
                  
                  
         SIGNATURE                                 TITLE                             DATE
         ---------                                 -----                             ----
<S>                                       <C>                                      <C>    


/s/ Peter Karmanos, Jr.                    Chairman of the Board, Chief              January 7, 1998
----------------------------------          Executive Officer and Director                    
         Peter Karmanos, Jr.                (Principal Executive Officer) 
                                                                          


/s/ Thomas Thewes                          Vice Chairman of the Board                January 7, 1998
----------------------------------          and Director                                               
         Thomas Thewes                          
</TABLE>





                                       7
<PAGE>   8


<TABLE>
<S>                                       <C>                                        <C>
/s/ Joseph A. Nathan                       President, Chief Operating Officer        January  7, 1998
----------------------------------           and Director                                              
         Joseph A. Nathan                                


/s/ W. James Prowse                        Senior Vice President and                 January  7, 1998
----------------------------------           Director                                                  
         W. James Prowse                    


/s/ Ralph A. Caponigro                     Senior Vice President and Chief           January  6, 1998
----------------------------------           Financial Officer (Principal                      
         Ralph A. Caponigro                  Financial Officer and       
                                             Principal Accounting Officer)


                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Bernard M. Goldsmith


                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         William O. Grabe


/s/ William R. Halling                     Director                                  January  7, 1998
----------------------------------                                                                     
         William R. Halling


/s/ G. Scott Romney                        Director                                  January  8, 1998
----------------------------------                                                                     
         G. Scott Romney


                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Lowell Weicker, Jr.


                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Elaine K. Didier


                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Elizabeth A. Chappell

</TABLE>




                                       8



<PAGE>   9


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            EXHIBIT                                            PAGE NO.
------                            -------                                            --------
<S>              <C>                                                                 <C>

         4.1     Registrant's Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.1 to Registrant's
                 Registration Statement on Form S-1, as amended,
                 Registration No. 33-53652).

         4.2     Registrant's Amendment to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 3.1
                 to Registrant's Registration Statement on Form S-4,
                 as amended, Registration No. 33-78822).

         4.3     Registrant's Certificate of Amendment to Restated
                 Articles of Incorporation (incorporated by reference
                 to Exhibit 3.2 to Registrant's Registration Statement
                 on Form S-4, as amended, Registration No. 33-78822).

         4.4     Registrant's Correction to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 3.3
                 to Registrant's Registration Statement on Form S-4,
                 as amended, Registration No. 33-78822).

         4.5     Registrant's Certificate of Amendment to Restated
                 Articles of Incorporation (incorporated by reference
                 to Exhibit 4.6 to Registrant's Registration Statement
                 on Form S-8, Registration No. 333-37873).

         4.6     Registrant's Restated Bylaws, as amended
                 (incorporated by reference to Exhibit 3.3 to
                 Registrant's Registration  Statement on Form S-1,
                 as amended, Registration No. 33-53652).

         4.7     NuMega Technologies, Inc. 1996 Stock Plan.                            

         5       Opinion of Honigman Miller Schwartz and Cohn.                         

         23.1    Independent Auditors' Consent.                                         
</TABLE>





                                       9


<PAGE>   10



         23.2    Consent of Honigman Miller Schwartz and Cohn
                 (included in the opinion filed as Exhibit 5.1 to this
                 Registration Statement).

         24.1    Powers of Attorney (included after the signature
                 of the Registrant contained on page 7 of this
                 Registration Statement).





                                       10
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{"company-data": {"conformed-name": "COMPUWARE CORPORATION", "cik": "0000859014", "assigned-sic": "7372", "irs-number": "382007430", "state-of-incorporation": "MI", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43971", "film-number": "98503774"}, "business-address": {"street1": "31440 NORTHWESTERN HWY", "city": "FARMINGTON HILLS", "state": "MI", "zip": "48334-2564", "phone": "8107377300"}, "mail-address": {"street1": "31440 NORTHWESTERN HIGHWAY", "city": "FARMINGTON HILLS", "state": "MI", "zip": "48334-2564"}}
1

    As filed with the Securities and Exchange Commission on January 9, 1998
                          Registration No. 333-______
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                             COMPUWARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            MICHIGAN                                        38-2007430
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

31440 Northwestern Highway, Farmington Hills, Michigan      48334-2564
    (Address of Principal Executive Offices)                (Zip Code)

                   Nu-Mega Technologies, Inc. 1996 Stock Plan
                            (Full title of the plan)

                         Peter Karmanos, Jr., Chairman
                             Compuware Corporation
                           31440 Northwestern Highway
                     Farmington Hills, Michigan 48334-2564
                    (Name and address of agent for service)

                                 (248) 737-7300
         (Telephone number, including area code, of agent for service)

                                      1
2

                        CALCULATION OF REGISTRATION FEE
Proposed             Proposed
Title of                                       maximum              maximum
securities                Amount               offering             aggregate                 Amount of
to be                     to be                price                offering                  registration
registered                registered           per share (2)        price (2)                 fee

------------------------------------------------------------------------------------------------------------------------------------
Common Stock (1)          772,168              $ 2.63              $2,030,801.84                      $599.09
Common Stock (1)           15,120                5.91                  89,359.20                        26.36
Common Stock (1)           69,886                7.89                 551,400.54                       162.66
Common Stock (1)            1,141               23.66                  26,996.06                         7.96
                         --------                                  -------------                      -------
Total                     858,315                                  $2,698,557.64                      $796.07

------------------------------------------------------------------------------------------------------------------------------------
(1)      $.01 par value per share ("Common Stock").

(2)      Calculated pursuant to Rule 457(h) for the purpose of computing the
         registration fee and based on the exercise price of the options.

                                       2
3

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
registration statement:

         1.      The Annual Report of Compuware Corporation (the "Registrant")
         on Form 10-K for the fiscal year ended March 31, 1997, as filed with
         the Securities and Exchange Commission (the "Commission") under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act").

         2.      Any other reports filed by the Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act, since the end of the fiscal year
         ended March 31, 1997.

         3.      The description of Registrant's Common Stock contained in
         Registrant's Registration Statement on Form S-1, filed with the
         Securities and Exchange Commission on October 23, 1992 (Commission
         File No. 33-53652), including any amendment or report filed for the
         purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof  from the date of filing of such documents.

ITEM 4.          DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTOR AND OFFICERS.

         Under Sections 561-571 of the Michigan Business Corporation Act,
director and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of the claims brought
against them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.

                                       3
4

         The Registrant is obligated under its Bylaws to indemnify a present or
former director or executive officer of the Registrant, and may indemnify any
other person, to the fullest extent now or hereafter authorized or permitted by
law in connection with any actual or threatened civil, criminal, administrative
or investigative action, suit or proceeding arising out of his or her past or
future service to the Registrant, or to another corporation at the request of
the Registrant.  In addition, the Articles of Incorporation of the Registrant
limit certain personal liabilities of directors of the Registrant; provided,
however, that the Articles of Incorporation do not eliminate or limit the
liability of a director of any of the following:  (i) a breach of the
director's duty of loyalty to the corporation or its shareholders; (ii) acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; (iii) a violation of Section 551(1) of the Michigan Business
Corporation Act; (iv) a transaction from which the director derived an improper
personal benefit; or (v) an act or omission occurring before the effective date
of the Article.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1     Registrant's Restated Articles of Incorporation (incorporated
                 by reference to Exhibit 3.1 to Registrant's Registration
                 Statement on Form S-1, as amended, Registration No. 33-53652).

         4.2     Registrant's Amendment to Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.1 to Registrant's
                 Registration Statement on Form S-4, as amended, Registration
                 No. 33-78822).

         4.3     Registrant's Certificate of Amendment to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 3.2 to
                 Registrant's Registration Statement on Form S-4, as amended,
                 Registration No. 33-78822).

         4.4     Registrant's Correction to Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.3 to Registrant's
                 Registration Statement on Form S-4, as amended, Registration
                 No. 33-78822).

         4.5     Registrant's Certificate of Amendment to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 4.6 to
                 Registrant's Registration Statement on Form S-8, Registration
                 No. 333-37873).

         4.6     Registrant's Restated Bylaws, as amended (incorporated by
                 reference to Exhibit 3.3 to Registrant's Registration
                 Statement on Form S-1, as amended, Registration No. 33-53652).

                                       4
5

         4.7     NuMega Technologies, Inc. 1996 Stock Plan.

         5       Opinion of Honigman Miller Schwartz and Cohn.

         23.1    Independent Auditors' Consent.

         23.2    Consent of Honigman Miller Schwartz and Cohn (included in the
                 opinion filed as Exhibit 5 to this Registration Statement).

         24.1    Powers of Attorney (included after the signature of the
                 Registrant contained on page 7 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 of 1933;

                 (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 this Registration
                 Statement;

                 (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) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference int he
         Registration Statement.

         (2)  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.

         (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.

                                       5
6

         (b)     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
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to 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.

         (c)     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 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.

                                    EXPERTS

         The consolidated financial statements incorporated in this
Registration Statement by reference from the Annual Report on Form 10-K of
Compuware Corporation for the year ended March 31, 1997, have been audited by
Deloitte & Touche, LLP independent auditors, as stated in their report which is
incorporated herein by reference and has been so incorporated in reliance upon
the report of such firm given on their authority as experts in accounting and
auditing.

                                       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 Farmington Hills, State of  Michigan, on
January  7, 1998.

                                             COMPUWARE CORPORATION

                                             BY: /s/ Thomas Costello, Jr.
                                                -------------------------------
                                                   Thomas Costello, Jr.
                                                   Senior Vice President
                                                   General Counsel and Secretary

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Thomas Costello, Jr.  and W.
James Prowse or either of them, his/her true and lawful attorneys-in-fact and
agents, each  with full power of substitution for him/her and in his/her name,
place and stead, in any and all capacities, to sign any or all amendments
(including without limitation post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that any said
attorneys-in-fact and agents, or his/her substitute or substitutes, may
lawfully 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                 TITLE                             DATE
         ---------                                 -----                             ----
/s/ Peter Karmanos, Jr.                    Chairman of the Board, Chief              January 7, 1998
----------------------------------          Executive Officer and Director                    
         Peter Karmanos, Jr.                (Principal Executive Officer) 
                                                                          

/s/ Thomas Thewes                          Vice Chairman of the Board                January 7, 1998
----------------------------------          and Director                                               
         Thomas Thewes
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/s/ Joseph A. Nathan                       President, Chief Operating Officer        January  7, 1998
----------------------------------           and Director                                              
         Joseph A. Nathan                                

/s/ W. James Prowse                        Senior Vice President and                 January  7, 1998
----------------------------------           Director                                                  
         W. James Prowse                    

/s/ Ralph A. Caponigro                     Senior Vice President and Chief           January  6, 1998
----------------------------------           Financial Officer (Principal                      
         Ralph A. Caponigro                  Financial Officer and       
                                             Principal Accounting Officer)

                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Bernard M. Goldsmith

                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         William O. Grabe

/s/ William R. Halling                     Director                                  January  7, 1998
----------------------------------                                                                     
         William R. Halling

/s/ G. Scott Romney                        Director                                  January  8, 1998
----------------------------------                                                                     
         G. Scott Romney

                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Lowell Weicker, Jr.

                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Elaine K. Didier

                                           Director                                  January  ___, 1998
----------------------------------                                                                     
         Elizabeth A. Chappell
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                               INDEX TO EXHIBITS
EXHIBIT
NUMBER                            EXHIBIT                                            PAGE NO.
------                            -------                                            --------
4.1     Registrant's Restated Articles of Incorporation
                 (incorporated by reference to Exhibit 3.1 to Registrant's
                 Registration Statement on Form S-1, as amended,
                 Registration No. 33-53652).

         4.2     Registrant's Amendment to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 3.1
                 to Registrant's Registration Statement on Form S-4,
                 as amended, Registration No. 33-78822).

         4.3     Registrant's Certificate of Amendment to Restated
                 Articles of Incorporation (incorporated by reference
                 to Exhibit 3.2 to Registrant's Registration Statement
                 on Form S-4, as amended, Registration No. 33-78822).

         4.4     Registrant's Correction to Restated Articles of
                 Incorporation (incorporated by reference to Exhibit 3.3
                 to Registrant's Registration Statement on Form S-4,
                 as amended, Registration No. 33-78822).

         4.5     Registrant's Certificate of Amendment to Restated
                 Articles of Incorporation (incorporated by reference
                 to Exhibit 4.6 to Registrant's Registration Statement
                 on Form S-8, Registration No. 333-37873).

         4.6     Registrant's Restated Bylaws, as amended
                 (incorporated by reference to Exhibit 3.3 to
                 Registrant's Registration  Statement on Form S-1,
                 as amended, Registration No. 33-53652).

         4.7     NuMega Technologies, Inc. 1996 Stock Plan.                            

         5       Opinion of Honigman Miller Schwartz and Cohn.                         

         23.1    Independent Auditors' Consent.
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         23.2    Consent of Honigman Miller Schwartz and Cohn
                 (included in the opinion filed as Exhibit 5.1 to this
                 Registration Statement).

         24.1    Powers of Attorney (included after the signature
                 of the Registrant contained on page 7 of this
                 Registration Statement).

                                       10