<PAGE>   1
   As filed with the Securities and Exchange Commission on December 4, 1996
                                                      Registration No. 333-
                                                                           -----
                                 UNITED STATES
                       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
    (Address of Principal Executive Offices)                          (Zip Code)

               Compuware Corporation Employee Stock Purchase Plan
                            (Full Title of the Plan)

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

                                 (810) 737-7300
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           Proposed                 Proposed
Title of                                   maximum                  maximum
securities                Amount           offering                 aggregate                 Amount of
to be                     to be            price per                offering                  registration
registered                registered       share (1)                price (1)                 fee
-----------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                      <C>                       <C>
Common Stock,             1,000,000        $56.75                   $56,750,000               $19,569.10
$.01 par value
per share (the
"Common Stock") (2)
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         as amended (the "Securities Act"), solely for the purpose of computing
         the registration fee and based on the average of the high and low
         prices of the Common Stock, as quoted on the Nasdaq Stock Market on
         November 29, 1996.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the plan described herein.
<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.          PLAN INFORMATION.*

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The documents listed in (a) through (d) below are incorporated
by reference in this Registration Statement on Form S-8.  In addition, all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents:

                 (a)      Registrant's Annual Report on Form 10-K for the
                          fiscal year ended March 31, 1996;

                 (b)      Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended June 30, 1996;

                 (c)      Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended September 30, 1996;

                 (d)      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.

                 Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein by reference modifies or


                                     -2-
<PAGE>   3

supersedes such prior statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTEREST OF NAMED EXPERTS AND COUNSEL.

                 None.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Under Sections 561-571 of the Michigan Business Corporation
Act, directors 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 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 and its
shareholders.

                 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 for 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.





                                      -3-
<PAGE>   4

ITEM 8.          EXHIBITS.

         4.1     Compuware Corporation Employee Stock Purchase Plan.

         4.2     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).

         4.3     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).

         4.4     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).

         4.5     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).

         4.6     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).

         5       Opinion of Honigman Miller Schwartz and Cohn, counsel to the 
                 Registrant, as to the legality of the shares of Common Stock 
                 being registered.

         23.1    Consent of Deloitte & Touche LLP.

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

         24      Power of Attorney (included on the signature page 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;





                                      -4-
<PAGE>   5

                                  (ii)     to reflect in the Prospectus any
                                           facts or events arising after the
                                           effective date of this 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 this Registration
                                           Statement or any material change to
                                           such information in this
                                           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 Exchange Act that are
                          incorporated by reference in this Registration
                          Statement.

                          (2)     That, for the purpose of determining any
                                  liability under the Securities Act, each such
                                  post-effective amendment shall be deemed to
                                  be a new registration statement relating to
                                  the securities offered therein, and the
                                  offering of such securities at that time
                                  shall be deemed to be the initial bona fide
                                  offering thereof.

                          (3)     To remove from registration by means of a
                                  post-effective amendment any of the
                                  securities being registered that remain
                                  unsold at the termination of the offering.

                 (b)      The undersigned Registrant hereby undertakes that,
                          for purposes of determining any liability under the
                          Securities Act, each filing of the Registrant's
                          annual report pursuant to Section 13(a) or Section
                          15(d) of the Exchange Act that is incorporated by
                          reference in this Registration Statement shall be
                          deemed to be a new registration statement relating to
                          the securities offered therein, and the offering of
                          such securities at that time shall be deemed to be
                          the initial bona  fide offering thereof.

                 (c)      Insofar as indemnification for liabilities arising
                          under the Securities Act may be permitted to
                          directors, officers and controlling persons of the
                          Registrant pursuant to the foregoing provisions, or
                          otherwise, the Registrant has been advised that in
                          the opinion of the Securities and Exchange
                          Commission, such indemnification is against public
                          policy as expressed in the Securities Act and is,
                          therefore, unenforceable.  In the event that a claim
                          for indemnification against such liabilities (other
                          than the payment by the Registrant of expenses
                          incurred or paid by a director,





                                      -5-
<PAGE>   6

                          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 of 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.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 December 2,
1996.


                                        COMPUWARE CORPORATION


                                        By: /s/ Joseph A. Nathan
                                           ------------------------------------
                                            Joseph A. Nathan, President,
                                            Chief Operating Officer and Director





                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph A. Nathan and Peter
Karmanos, Jr. 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.





                                      -6-
<PAGE>   7

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                          Date                      Capacity
---------                                          ----                      --------
<S>                                               <C>                       <C>
         /s/ Peter Karmanos, Jr.                   12/2/96                   Chairman of the Board, Chief
-------------------------------------------                                  Executive Officer and Director       
         Peter Karmanos, Jr.                                                 (Principal Executive Officer) 
                                                                             

         /s/ Thomas Thewes                                                   Vice Chairman of the Board
-------------------------------------------        12/2/96                   and Director                          
         Thomas Thewes                                                       


         /s/ W. James Prowse                                                 Senior Vice President
-------------------------------------------        12/2/96                   and Director                     
         W. James Prowse                                                     


         /s/ Joseph A. Nathan                                                President, Chief
-------------------------------------------        12/2/96                   Operating Officer and Director                
         Joseph A. Nathan                                                    


         /s/ Ralph A. Caponigro                                              Senior Vice President, Chief
-------------------------------------------        12/2/96                   Financial Officer, Treasurer
         Ralph A. Caponigro                                                  (Principal Financial        
                                                                             Officer and Principal       
                                                                             Accounting Officer)         
                                                                             

                                                                             Director
-------------------------------------------        ---------                         
         William O. Grabe

                                                                             Director
-------------------------------------------        ---------                         
         Bernard M. Goldsmith


         /s/ G. Scott Romney                       12/2/96                   Director
-------------------------------------------                                          
         G. Scott Romney
</TABLE>





                                      -7-
<PAGE>   8

<TABLE>
<S>                                                <C>                       <C>                                                    
                                                                             Director                                               
-------------------------------------------        ---------                                                                        
         William R. Halling                                                                                                        
                                                                                                                                   
                                                                                                                                   
                                                                             Director                                              
-------------------------------------------        ---------                                                                       
         Lowell Weicker, Jr.                                                                                                       
</TABLE> 




                                      -8-
<PAGE>   9

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                                     Exhibit
------                                     -------
<S>              <C>
4.1              Compuware Corporation Employee Stock Purchase Plan.

5                Opinion of Honigman Miller Schwartz and Cohn, counsel to the Registrant, as to 
                 the legality of the shares of Common Stock being registered.

23.1             Consent of Deloitte & Touche LLP.

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

24               Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>





                                      -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22804}]
{"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": "333-17263", "film-number": "96675919"}, "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 December 4, 1996
                                                      Registration No. 333-
                                                                           -----
                                 UNITED STATES
                       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
    (Address of Principal Executive Offices)                          (Zip Code)

               Compuware Corporation Employee Stock Purchase Plan
                            (Full Title of the Plan)

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

                                 (810) 737-7300
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
Title of                                   maximum                  maximum
securities                Amount           offering                 aggregate                 Amount of
to be                     to be            price per                offering                  registration
registered                registered       share (1)                price (1)                 fee
-----------------------------------------------------------------------------------------------------------
Common Stock,             1,000,000        $56.75                   $56,750,000               $19,569.10
$.01 par value
per share (the
"Common Stock") (2)
------------------------------------------------------------------------------------------------------------
(1)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         as amended (the "Securities Act"), solely for the purpose of computing
         the registration fee and based on the average of the high and low
         prices of the Common Stock, as quoted on the Nasdaq Stock Market on
         November 29, 1996.

(2)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the plan described herein.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.          PLAN INFORMATION.*

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The documents listed in (a) through (d) below are incorporated
by reference in this Registration Statement on Form S-8.  In addition, all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents:

                 (a)      Registrant's Annual Report on Form 10-K for the
                          fiscal year ended March 31, 1996;

                 (b)      Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended June 30, 1996;

                 (c)      Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended September 30, 1996;

                 (d)      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.

                 Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein by reference modifies or

                                     -2-
3

supersedes such prior statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4.          DESCRIPTION OF SECURITIES.

                 Not applicable.

ITEM 5.          INTEREST OF NAMED EXPERTS AND COUNSEL.

                 None.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Under Sections 561-571 of the Michigan Business Corporation
Act, directors 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 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 and its
shareholders.

                 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 for 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.

                                      -3-
4

ITEM 8.          EXHIBITS.

         4.1     Compuware Corporation Employee Stock Purchase Plan.

         4.2     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).

         4.3     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).

         4.4     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).

         4.5     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).

         4.6     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).

         5       Opinion of Honigman Miller Schwartz and Cohn, counsel to the 
                 Registrant, as to the legality of the shares of Common Stock 
                 being registered.

         23.1    Consent of Deloitte & Touche LLP.

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

         24      Power of Attorney (included on the signature page 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;

                                      -4-
5

                                  (ii)     to reflect in the Prospectus any
                                           facts or events arising after the
                                           effective date of this 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 this Registration
                                           Statement or any material change to
                                           such information in this
                                           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 Exchange Act that are
                          incorporated by reference in this Registration
                          Statement.

                          (2)     That, for the purpose of determining any
                                  liability under the Securities Act, each such
                                  post-effective amendment shall be deemed to
                                  be a new registration statement relating to
                                  the securities offered therein, and the
                                  offering of such securities at that time
                                  shall be deemed to be the initial bona fide
                                  offering thereof.

                          (3)     To remove from registration by means of a
                                  post-effective amendment any of the
                                  securities being registered that remain
                                  unsold at the termination of the offering.

                 (b)      The undersigned Registrant hereby undertakes that,
                          for purposes of determining any liability under the
                          Securities Act, each filing of the Registrant's
                          annual report pursuant to Section 13(a) or Section
                          15(d) of the Exchange Act that is incorporated by
                          reference in this Registration Statement shall be
                          deemed to be a new registration statement relating to
                          the securities offered therein, and the offering of
                          such securities at that time shall be deemed to be
                          the initial bona  fide offering thereof.

                 (c)      Insofar as indemnification for liabilities arising
                          under the Securities Act may be permitted to
                          directors, officers and controlling persons of the
                          Registrant pursuant to the foregoing provisions, or
                          otherwise, the Registrant has been advised that in
                          the opinion of the Securities and Exchange
                          Commission, such indemnification is against public
                          policy as expressed in the Securities Act and is,
                          therefore, unenforceable.  In the event that a claim
                          for indemnification against such liabilities (other
                          than the payment by the Registrant of expenses
                          incurred or paid by a director,

                                      -5-
6

                          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 of 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 December 2,
1996.

                                        COMPUWARE CORPORATION

                                        By: /s/ Joseph A. Nathan
                                           ------------------------------------
                                            Joseph A. Nathan, President,
                                            Chief Operating Officer and Director

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Joseph A. Nathan and Peter
Karmanos, Jr. 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.

                                      -6-
7

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                          Date                      Capacity
---------                                          ----                      --------
/s/ Peter Karmanos, Jr.                   12/2/96                   Chairman of the Board, Chief
-------------------------------------------                                  Executive Officer and Director       
         Peter Karmanos, Jr.                                                 (Principal Executive Officer) 
                                                                             

         /s/ Thomas Thewes                                                   Vice Chairman of the Board
-------------------------------------------        12/2/96                   and Director                          
         Thomas Thewes                                                       

         /s/ W. James Prowse                                                 Senior Vice President
-------------------------------------------        12/2/96                   and Director                     
         W. James Prowse                                                     

         /s/ Joseph A. Nathan                                                President, Chief
-------------------------------------------        12/2/96                   Operating Officer and Director                
         Joseph A. Nathan                                                    

         /s/ Ralph A. Caponigro                                              Senior Vice President, Chief
-------------------------------------------        12/2/96                   Financial Officer, Treasurer
         Ralph A. Caponigro                                                  (Principal Financial        
                                                                             Officer and Principal       
                                                                             Accounting Officer)         
                                                                             

                                                                             Director
-------------------------------------------        ---------                         
         William O. Grabe

                                                                             Director
-------------------------------------------        ---------                         
         Bernard M. Goldsmith

         /s/ G. Scott Romney                       12/2/96                   Director
-------------------------------------------                                          
         G. Scott Romney
-7-
8
Director                                               
-------------------------------------------        ---------                                                                        
         William R. Halling                                                                                                        
                                                                                                                                   
                                                                                                                                   
                                                                             Director                                              
-------------------------------------------        ---------                                                                       
         Lowell Weicker, Jr.
-8-
9

                               INDEX TO EXHIBITS
Exhibit
Number                                     Exhibit
------                                     -------
4.1              Compuware Corporation Employee Stock Purchase Plan.

5                Opinion of Honigman Miller Schwartz and Cohn, counsel to the Registrant, as to 
                 the legality of the shares of Common Stock being registered.

23.1             Consent of Deloitte & Touche LLP.

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

24               Power of Attorney (included on the signature page of this Registration Statement).
-9-