<PAGE>   1

    As filed with the Securities and Exchange Commission on December 7, 1995
                                                  Registration No. 33-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  ____________________________________________

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

                               EDMARK CORPORATION
               (Exact name of issuer as specified in its charter)
                  ____________________________________________

WASHINGTON                                                            91-0858263
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

6727 - 185th Avenue NE, Redmond, Washington                                98052
(Address of Principal Executive Offices)                              (Zip Code)
                  ____________________________________________

                      EDMARK CORPORATION STOCK OPTION PLAN
                         (RESTATED AS OF JULY 14, 1995)
                            (Full title of the Plan)
                  ____________________________________________

                                 PAUL N. BIALEK
                  VICE PRESIDENT - FINANCE AND ADMINISTRATION
                CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
                               EDMARK CORPORATION
                             6727 - 185TH AVENUE NE
                           REDMOND, WASHINGTON  98052
                                 (206) 556-8400
           (Name, address and telephone number of agent for service)

With copies to:               Michael E. Morgan
                             Gregory L. Anderson
                          Lane Powell Spears Lubersky
                         1420 Fifth Avenue, Suite 4100
                         Seattle, Washington 98101-2338
                                 (206) 223-7000

<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
          TITLE OF                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
       SECURITIES TO           AMOUNT TO BE         OFFERING PRICE            AGGREGATE           REGISTRATION
       BE REGISTERED          REGISTERED(1)           PER UNIT(2)        OFFERING PRICE(2)            FEE
===============================================================================================================
  <S>                            <C>                <C>                     <C>                     <C>
  Common Stock,                  375,000            $39.75                  $14,906,250              $5,141
  No par value
===============================================================================================================
</TABLE>

(1) There are also registered hereby such indeterminate number of shares of
    Common Stock of Edmark Corporation (the "Company") as may become issuable by
    reason of the anti-dilution provisions of the Company's Stock Option Plan
    (the "Plan").

(2) Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of
    calculating the registration fee and based upon the average of the high and
    low prices of the Common Stock of the Company reported on the Nasdaq
    National Market on December 5, 1995
================================================================================
<PAGE>   2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


        In accordance with the Note to Part I of Form S-8, the information 
specified by Part I of Form S-8 has been omitted from this Registration
Statement.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3 -- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are incorporated herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission 
(the "Commission"):

          (a) The description of the Company's Common Stock contained in the
     Registration Statement on Form 10 (Registration No 0-19339) filed with the
     Commission on June 7, 1991; and

          (b) The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1995; and

          (c) All other reports filed by the Company pursuant to Section 13(a)
     or 15(d) of the Exchange Act since the end of the fiscal year covered by
     the Annual Report referred to in (b) above.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares made
hereby shall be deemed to be incorporated by reference into this Prospectus.


ITEM 5 -- INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Common Stock registered hereunder has been passed 
upon by Lane Powell Spears Lubersky, Seattle, Washington. At December 4, 1995, 
members of that firm beneficially owned an aggregate of 9,750 shares of Common 
Stock of the Company.


ITEM 6 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the   
"Securities Act"). Article XII of the registrant's Bylaws provide for
indemnification of the registrant's directors, officers, employees and agents
to the fullest extent permitted by Washington law. Certain of the directors of
the registrant, who are affiliated with principal shareholders of the
registrant, also may be indemnified by such shareholders against liability they
may incur in their capacity as a director of the registrant, including pursuant
to a liability insurance policy for such purpose.

         Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally received a benefit in money, property or services to which
the director is not legally entitled. Article XIII of the registrant's Articles
of Incorporation contains provisions implementing, to the fullest extent 
permitted by Washington law, such limitations on a director's liability to the 
registrant and its shareholders.

                                       1
<PAGE>   3

ITEM 8 -- EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.  Description of Exhibit
- -----------  ----------------------

<S>          <C>
5.1          Opinion of Lane Powell Spears Lubersky.

10.1         Edmark Corporation Stock Option Plan (Restated as of July 14, 
             1995) filed as Exhibit B to the Company's 1995 Proxy Statement
             and incorporated by reference herein.

23.1         Consent of KPMG Peat Marwick LLP.

23.2         Consent of Lane Powell Spears Lubersky is contained in
             their opinion filed as Exhibit 5.1 to this Registration
             Statement.
</TABLE>

ITEM 9 -- UNDERTAKINGS


(1)       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 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 the 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 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, each filing of
          Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report pursuant to
          Section 15(d) of the Exchange Act) 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 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.
          


                                       2

<PAGE>   4

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunder duly authorized, in the city of Redmond,
Washington, on December 7, 1995.

                                        EDMARK CORPORATION


                                        By  /s/  Sally G. Narodick
                                          ------------------------------------
                                          Sally G. Narodick
                                          Chief Executive Officer and Chairman


                               POWERS OF ATTORNEY


         Each of the undersigned hereby appoints Sally G. Narodick and Paul N.
Bialek, as his or her attorney-in-fact to sign his or her name, in any and all
capacities to any amendments (including post-effective amendments) to this
Registration Statement and to any other documents in connection therewith to be
filed with the Securities and Exchange Commission.  Both of such attorneys have
the power to act with or without the other.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
 Signatures                                    Titles                                    Date
 ----------                                    ------                                    ----
 <S>                                           <C>                                       <C>         
  /s/  Sally G. Narodick                       Chief Executive Officer and               December 7, 1995
 -----------------------------                 Chairman
 Sally G. Narodick              

  /s/  Paul N. Bialek                          Principal Accounting and                  December 7, 1995
 -----------------------------                 Principal Financial Officer
 Paul N. Bialek 

  /s/  Frances M. Conley                       Director                                  December 7, 1995
 -----------------------------
 Frances M. Conley 

  /s/  Allan Epstein                           Director                                  December 7, 1995
 -----------------------------                
 Allan Epstein  

  /s/  Harvey N. Gillis                        Director                                  December 7, 1995
 -----------------------------                  
 Harvey N. Gillis  

  /s/  Allen D. Glenn                          Director                                  December 7, 1995
 -----------------------------               
 Allen D. Glenn 

  /s/  Douglas J. MacKenzie                    Director                                  December 7, 1995
 -----------------------------
 Douglas J. MacKenzie 

  /s/  Timothy Mott                            Director                                  December 7, 1995
 -----------------------------             
 Timothy Mott 

  /s/  W. Hunter Simpson                       Director                                  December 7, 1995
 -----------------------------
 W. Hunter Simpson   

  /s/  Richard S. Thorp                        Director                                  December 7, 1995
 -----------------------------
 Richard S. Thorp
</TABLE>


                                       3

<PAGE>   5


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.      Description of Exhibit
- -----------      ----------------------

<S>             <C>
 5.1             Opinion of Lane Powell Spears Lubersky.

10.1             Edmark Corporation Stock Option Plan (Restated as of July 14,
                 1995), filed as Exhibit B to the Company's 1995 Proxy Statement
                 and incorporated by reference herein.

23.1             Consent of KPMG Peat Marwick LLP.

23.2             Consent of Lane Powell Spears Lubersky is contained in their
                 opinion filed as Exhibit 5.1 to this Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15153}]
{"company-data": {"conformed-name": "EDMARK CORP", "cik": "0000777249", "assigned-sic": "2711", "irs-number": "910858263", "state-of-incorporation": "WA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64825", "film-number": "95600079"}, "business-address": {"street1": "6727 185TH AVE NE", "street2": "PO BOX 97021", "city": "REDMOND", "state": "WA", "zip": "98052", "phone": "2065568400"}}
1

    As filed with the Securities and Exchange Commission on December 7, 1995
                                                  Registration No. 33-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  ____________________________________________

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

                               EDMARK CORPORATION
               (Exact name of issuer as specified in its charter)
                  ____________________________________________

WASHINGTON                                                            91-0858263
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

6727 - 185th Avenue NE, Redmond, Washington                                98052
(Address of Principal Executive Offices)                              (Zip Code)
                  ____________________________________________

                      EDMARK CORPORATION STOCK OPTION PLAN
                         (RESTATED AS OF JULY 14, 1995)
                            (Full title of the Plan)
                  ____________________________________________

                                 PAUL N. BIALEK
                  VICE PRESIDENT - FINANCE AND ADMINISTRATION
                CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
                               EDMARK CORPORATION
                             6727 - 185TH AVENUE NE
                           REDMOND, WASHINGTON  98052
                                 (206) 556-8400
           (Name, address and telephone number of agent for service)

With copies to:               Michael E. Morgan
                             Gregory L. Anderson
                          Lane Powell Spears Lubersky
                         1420 Fifth Avenue, Suite 4100
                         Seattle, Washington 98101-2338
                                 (206) 223-7000
CALCULATION OF REGISTRATION FEE
===============================================================================================================
          TITLE OF                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
       SECURITIES TO           AMOUNT TO BE         OFFERING PRICE            AGGREGATE           REGISTRATION
       BE REGISTERED          REGISTERED(1)           PER UNIT(2)        OFFERING PRICE(2)            FEE
===============================================================================================================
Common Stock,                  375,000            $39.75                  $14,906,250              $5,141
  No par value
===============================================================================================================
(1) There are also registered hereby such indeterminate number of shares of
    Common Stock of Edmark Corporation (the "Company") as may become issuable by
    reason of the anti-dilution provisions of the Company's Stock Option Plan
    (the "Plan").

(2) Estimated, pursuant to Rule 457(c) and (h), solely for the purpose of
    calculating the registration fee and based upon the average of the high and
    low prices of the Common Stock of the Company reported on the Nasdaq
    National Market on December 5, 1995
================================================================================
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        In accordance with the Note to Part I of Form S-8, the information 
specified by Part I of Form S-8 has been omitted from this Registration
Statement.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 -- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     There are incorporated herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission 
(the "Commission"):

          (a) The description of the Company's Common Stock contained in the
     Registration Statement on Form 10 (Registration No 0-19339) filed with the
     Commission on June 7, 1991; and

          (b) The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1995; and

          (c) All other reports filed by the Company pursuant to Section 13(a)
     or 15(d) of the Exchange Act since the end of the fiscal year covered by
     the Annual Report referred to in (b) above.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares made
hereby shall be deemed to be incorporated by reference into this Prospectus.

ITEM 5 -- INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Common Stock registered hereunder has been passed 
upon by Lane Powell Spears Lubersky, Seattle, Washington. At December 4, 1995, 
members of that firm beneficially owned an aggregate of 9,750 shares of Common 
Stock of the Company.

ITEM 6 -- INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the   
"Securities Act"). Article XII of the registrant's Bylaws provide for
indemnification of the registrant's directors, officers, employees and agents
to the fullest extent permitted by Washington law. Certain of the directors of
the registrant, who are affiliated with principal shareholders of the
registrant, also may be indemnified by such shareholders against liability they
may incur in their capacity as a director of the registrant, including pursuant
to a liability insurance policy for such purpose.

         Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally received a benefit in money, property or services to which
the director is not legally entitled. Article XIII of the registrant's Articles
of Incorporation contains provisions implementing, to the fullest extent 
permitted by Washington law, such limitations on a director's liability to the 
registrant and its shareholders.

                                       1
3

ITEM 8 -- EXHIBITS
Exhibit No.  Description of Exhibit
- -----------  ----------------------
5.1          Opinion of Lane Powell Spears Lubersky.

10.1         Edmark Corporation Stock Option Plan (Restated as of July 14, 
             1995) filed as Exhibit B to the Company's 1995 Proxy Statement
             and incorporated by reference herein.

23.1         Consent of KPMG Peat Marwick LLP.

23.2         Consent of Lane Powell Spears Lubersky is contained in
             their opinion filed as Exhibit 5.1 to this Registration
             Statement.
ITEM 9 -- UNDERTAKINGS

(1)       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 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 the 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 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, each filing of
          Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report pursuant to
          Section 15(d) of the Exchange Act) 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 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.
          

                                       2
4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunder duly authorized, in the city of Redmond,
Washington, on December 7, 1995.

                                        EDMARK CORPORATION

                                        By  /s/  Sally G. Narodick
                                          ------------------------------------
                                          Sally G. Narodick
                                          Chief Executive Officer and Chairman

                               POWERS OF ATTORNEY

         Each of the undersigned hereby appoints Sally G. Narodick and Paul N.
Bialek, as his or her attorney-in-fact to sign his or her name, in any and all
capacities to any amendments (including post-effective amendments) to this
Registration Statement and to any other documents in connection therewith to be
filed with the Securities and Exchange Commission.  Both of such attorneys have
the power to act with or without the other.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signatures                                    Titles                                    Date
 ----------                                    ------                                    ----
/s/  Sally G. Narodick                       Chief Executive Officer and               December 7, 1995
 -----------------------------                 Chairman
 Sally G. Narodick              

  /s/  Paul N. Bialek                          Principal Accounting and                  December 7, 1995
 -----------------------------                 Principal Financial Officer
 Paul N. Bialek 

  /s/  Frances M. Conley                       Director                                  December 7, 1995
 -----------------------------
 Frances M. Conley 

  /s/  Allan Epstein                           Director                                  December 7, 1995
 -----------------------------                
 Allan Epstein  

  /s/  Harvey N. Gillis                        Director                                  December 7, 1995
 -----------------------------                  
 Harvey N. Gillis  

  /s/  Allen D. Glenn                          Director                                  December 7, 1995
 -----------------------------               
 Allen D. Glenn 

  /s/  Douglas J. MacKenzie                    Director                                  December 7, 1995
 -----------------------------
 Douglas J. MacKenzie 

  /s/  Timothy Mott                            Director                                  December 7, 1995
 -----------------------------             
 Timothy Mott 

  /s/  W. Hunter Simpson                       Director                                  December 7, 1995
 -----------------------------
 W. Hunter Simpson   

  /s/  Richard S. Thorp                        Director                                  December 7, 1995
 -----------------------------
 Richard S. Thorp
3
5

                               INDEX TO EXHIBITS
Exhibit No.      Description of Exhibit
- -----------      ----------------------
5.1             Opinion of Lane Powell Spears Lubersky.

10.1             Edmark Corporation Stock Option Plan (Restated as of July 14,
                 1995), filed as Exhibit B to the Company's 1995 Proxy Statement
                 and incorporated by reference herein.

23.1             Consent of KPMG Peat Marwick LLP.

23.2             Consent of Lane Powell Spears Lubersky is contained in their
                 opinion filed as Exhibit 5.1 to this Registration Statement.