<PAGE>   1
As filed with the Securities and Exchange Commission on March 30, 2001
                                                  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           48334-2564
------------------------------------------------------ -------------------------
              (Address of Principal Executive Offices)            (Zip Code)

            COMPUWARE CORPORATION 2001 BROAD BASED STOCK OPTION PLAN
            --------------------------------------------------------
                            (Full title of the plan)

                   Peter Karmanos, Jr., Chairman of the Board
                              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)
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                               Proposed
                                                        Proposed                maximum
    Title of securities         Amount to be        maximum offering      aggregate offering          Amount of
     to be registered            registered          price per share             price            registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>                <C>                      <C>
Common Shares (1)         50,000,000 shares           $9.515625(2)        $475,781,250.00         $118,945.31
====================================================================================================================
</TABLE>
(1)      $0.01 par value per share.
(2)      Calculated pursuant to Rule 457(h) solely for the purpose of computing
         the registration fee and based on the average of the high and low sales
         prices of the Common Shares, as quoted on The Nasdaq National Market,
         on March 23, 2001.



                               Page 1 of 18 Pages
                           Exhibit Index is on Page 9


<PAGE>   2



                                     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. Our Annual Report on Form 10-K for the fiscal year ended March 31,
         2000 as filed with the Securities and Exchange Commission pursuant to
         the Securities Exchange Act of 1934.

         2. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
         June 30, 2000, September 30, 2000 and December 31, 2000 and our Current
         Report on Form 8-K, dated October 26, 2000, as filed with the
         Securities and Exchange Commission pursuant to the Securities Exchange
         Act of 1934, and all other reports we filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 since the end of our
         fiscal year ended March 31, 2000.

         3. The description of our common shares included in our Prospectus,
         dated October 23, 1992, included in our Registration Statement on Form
         S-1 (file no. 33-53652) effective October 23, 1992, as filed with the
         Securities and Exchange Commission pursuant to the Securities Act of
         1933, under the caption "Description of Securities" in the Prospectus,
         and incorporated by reference into our Registration Statement on Form
         8-A effective October 23, 1992 and filed with the Securities and
         Commission pursuant to the Securities Exchange Act of 1934, including
         any amendment or report filed for the purpose of updating such
         description.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before 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 of
this registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         G. Scott Romney, one of our directors, is a partner in the law firm of
Honigman Miller Schwartz and Cohn LLP, which firm is giving an opinion on the
validity of the securities being registered.

                               Page 2 of 18 Pages
<PAGE>   3

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 or its
shareholders.

         We are obligated under our bylaws to indemnify our present or former
directors, officers, employees and agents in certain circumstances in connection
with any threatened, pending or completed civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past or future
service to us, or to another organization at our request. In addition, our
Articles of Incorporation limit certain personal liabilities of our directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         4.1   Restated Articles of Incorporation of Compuware Corporation, as
               amended, incorporated by reference to Exhibit 3.1 to our
               Registration Statement on Form S-1, as amended (file no.
               33-53652).

         4.2   Certificate of Amendment to the Articles of Incorporation, dated
               April 28, 1994, incorporated by reference to Exhibit 3.2 to our
               Registration Statement on Form S-4, as amended (file no.
               33-78822).

         4.3   Certificate of Correction to the Articles of Incorporation, dated
               May 9, 1994, incorporated by reference to Exhibit 3.3 to our
               Registration Statement on Form S-4, as amended (file no.
               33-78822).

         4.4   Certificate of Amendment to the Articles of Incorporation, dated
               April 3, 1997, incorporated by reference to Exhibit 3.5 to our
               Annual Report on Form 10-K for the fiscal year ended March 31,
               1997.

         4.5   Certificate of Amendment to the Articles of Incorporation, dated
               September 2, 1997, incorporated by reference to Exhibit 4.7 to
               our Registration Statement on Form S-8 (file no. 333-37873).

         4.6   Certificate of Amendment to the Articles of Incorporation, dated
               March 12, 1999, incorporated by reference to Exhibit 4.8 to our
               Registration Statement on Form S-8 (file no. 333-79821).



                               Page 3 of 18 Pages
<PAGE>   4

      4.7   Certificate of Correction to the Articles of Incorporation, dated
            May 9, 2000, incorporated by reference to Exhibit 3.7 to our Annual
            Report on Form 10-K for the fiscal year ended March 31, 2000.

      4.8   Certificate of Designation of Series A Junior Participating
            Preferred Stock of Compuware Corporation, incorporated by
            reference to Exhibit A to the Rights Agreement, dated as of October
            25, 2000, between Compuware Corporation and Equiserve Trust Company,
            N.A., as Rights Agent, filed as Exhibit 1 to our Registration
            Statement on Form 8-A (file no. 0-20900) filed with the Securities
            and Exchange Commission on October 26, 2000.

      4.9   Restated Bylaws of Compuware Corporation, as amended, incorporated
            by reference to Exhibit. 3.4 to our Registrant's Registration
            Statement on Form S-1 (file no. 33-53652).

      4.10  Compuware Corporation 2001 Broad Based Stock Option Plan.

      5.1   Opinion of Honigman Miller Schwartz and Cohn LLP.

      23.1  Consent of Deloitte & Touche LLP.

      23.2  Consent of Honigman Miller Schwartz and Cohn LLP (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).

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 the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the


                               Page 4 of 18 Pages

<PAGE>   5

                  Commission pursuant to Rule 424(b) if, in the aggregate, the
                  changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in
                  the "Calculation of Registration Fee" table in the effective
                  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
            in the 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.

      (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 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.



                               Page 5 of 18 Pages

<PAGE>   6

                                     EXPERTS

      The financial statements and the related financial statement schedule
incorporated in this registration statement and in the prospectus related to
this registration statement by reference from our Annual Report on Form 10-K for
the fiscal year ended March 31, 2000 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated in this
registration statement and such prospectus by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


                               Page 6 of 18 Pages

<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 March 30,
2001.

                        COMPUWARE CORPORATION


                        By:  /s/ JOSEPH A. NATHAN
                           ----------------------------------------------
                             Joseph A. Nathan
                             Its:  President and Chief Operating Officer
                                   --------------------------------------

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of COMPUWARE CORPORATION, a Michigan corporation (the
"Company"), hereby constitutes and appoints Joseph A. Nathan and Peter Karmanos,
Jr., and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's common shares, par
value $0.01 a share, pursuant to the Compuware Corporation 2001 Broad Based
Stock Option Plan, and any of the documents relating to such registration
statement; any and all amendments to such registration statement, including any
amendment thereto changing the amount of securities for which registration is
being sought, and any post-effective amendment, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, may lawfully do or cause to be done by virtue hereof.


                               Page 7 of 18 Pages

<PAGE>   8



         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 date indicated.
<TABLE>
<CAPTION>
              Signature                                         Title                                Date
              ---------                                         -----                                ----
<S>                                          <C>                                               <C>
       /s/ PETER KARMANOS, JR.                        Chairman of the Board and                March 30, 2001
------------------------------------                    Chief Executive Officer
         Peter Karmanos, Jr.                        (Principal Executive Officer)


        /s/ JOSEPH A. NATHAN                     President, Chief Operating Officer            March 30, 2001
------------------------------------                       and a Director
          Joseph A. Nathan


        /s/ LAURA L. FOURNIER                  Senior Vice President, Chief Financial          March 30, 2001
------------------------------------                     Officer and Treasurer
          Laura L. Fournier                  (Principal Financial and Accounting Officer)


      /s/ ELIZABETH A. CHAPPELL                               Director                         March 30, 2001
------------------------------------
        Elizabeth A. Chappell

        /s/ ELAINE K. DIDIER                                  Director                         March 30, 2001
------------------------------------
          Elaine K. Didier


      /s/ BERNARD M. GOLDSMITH                                Director                         March 30, 2001
------------------------------------
        Bernard M. Goldsmith

        /s/ WILLIAM O. GRABE                                  Director                         March 30, 2001
------------------------------------
          William O. Grabe

       /s/ WILLIAM R. HALLING                                 Director                         March 30, 2001
------------------------------------
         William R. Halling

         /s/ W. JAMES PROWSE                                  Director                         March 30, 2001
------------------------------------
           W. James Prowse

         /s/ G. SCOTT ROMNEY                                  Director                         March 30, 2001
------------------------------------
           G. Scott Romney

          /s/ THOMAS THEWES                          Vice Chairman of the Board                March 30, 2001
------------------------------------
            Thomas Thewes

     /s/ LOWELL P. WEICKER, JR.                               Director                         March 30, 2001
------------------------------------
       Lowell P. Weicker, Jr.
</TABLE>



                               Page 8 of 18 Pages

<PAGE>   9


                                          INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       Exhibit
       Number                                  Description                                                     Page
       ------                                  -----------                                                     ----

<S>             <C>                                                                                            <C>
        4.1     Restated Articles of Incorporation of Compuware Corporation, as amended,                        N/A
                incorporated by reference to Exhibit 3.1 to our Registration Statement on Form
                S-1, as amended (file no. 33-53652).

        4.2     Certificate of Amendment to the Articles of Incorporation, dated April 28, 1994,                N/A
                incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-4,
                as amended (file no. 33-78822).

        4.3     Certificate of Correction to the Articles of Incorporation, dated May 9, 1994,                  N/A
                incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4,
                as amended (file no. 33-78822).

        4.4     Certificate of Amendment to the Articles of Incorporation, dated April 3, 1997,                 N/A
                incorporated by reference to Exhibit 3.5 to our Annual Report on Form 10-K for the
                fiscal year ended March 31, 1997.

        4.5     Certificate of Amendment to the Articles of Incorporation, dated September 2, 1997,             N/A
                incorporated by reference to Exhibit 4.7 to our Registration Statement on Form
                S-8 (file no. 333-37873).

        4.6     Certificate of Amendment to the Articles of Incorporation, dated March 12, 1999,                N/A
                incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-8
                (file no. 333-79821).

        4.7     Certificate of Correction to the Articles of Incorporation, dated May 9, 2000,                  N/A
                incorporated by reference to Exhibit 3.7 to our Annual Report on Form 10-K for the
                fiscal year ended March 31, 2000.

        4.8     Certificate of Designation of Series A Junior Participating Preferred Stock of                  N/A
                Compuware Corporation, incorporated by reference to Exhibit A to the Rights
                Agreement, dated as of October 25, 2000, between Compuware Corporation and Equiserve
                Trust Company, N.A., as Rights Agent, filed as Exhibit 1 to our Registration
                Statement on Form 8-A (file no. 0-20900) filed with the Securities and Exchange
                Commission on October 26, 2000.

        4.9     Restated Bylaws of Compuware Corporation, as amended, incorporated by reference to              N/A
                Exhibit. 3.4 to our Registrant's Registration Statement on Form S-1 (file no.
                33-53652).

        4.10    Compuware Corporation 2001 Broad Based Stock Option Plan.                                        10

        5.1     Opinion of Honigman Miller Schwartz and Cohn LLP.                                                17

        23.1    Consent of Deloitte & Touche LLP.                                                                18

        23.2    Consent of Honigman Miller Schwartz and Cohn LLP (included in the opinion filed as               17
                Exhibit 5.1 to this Registration Statement).

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


                               Page 9 of 18 Pages
[{"type": "S-8", "sequence": "1", "filename": "k61361s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 25212}]
{"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": "333-57984", "film-number": "1586709"}, "business-address": {"street1": "31440 NORTHWESTERN HWY", "city": "FARMINGTON HILLS", "state": "MI", "zip": "48334-2564", "phone": "2487377300"}, "mail-address": {"street1": "31440 NORTHWESTERN HIGHWAY", "city": "FARMINGTON HILLS", "state": "MI", "zip": "48334-2564"}}
1
As filed with the Securities and Exchange Commission on March 30, 2001
                                                  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           48334-2564
------------------------------------------------------ -------------------------
              (Address of Principal Executive Offices)            (Zip Code)

            COMPUWARE CORPORATION 2001 BROAD BASED STOCK OPTION PLAN
            --------------------------------------------------------
                            (Full title of the plan)

                   Peter Karmanos, Jr., Chairman of the Board
                              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)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                               Proposed
                                                        Proposed                maximum
    Title of securities         Amount to be        maximum offering      aggregate offering          Amount of
     to be registered            registered          price per share             price            registration fee
--------------------------------------------------------------------------------------------------------------------
Common Shares (1)         50,000,000 shares           $9.515625(2)        $475,781,250.00         $118,945.31
====================================================================================================================
(1)      $0.01 par value per share.
(2)      Calculated pursuant to Rule 457(h) solely for the purpose of computing
         the registration fee and based on the average of the high and low sales
         prices of the Common Shares, as quoted on The Nasdaq National Market,
         on March 23, 2001.

                               Page 1 of 18 Pages
                           Exhibit Index is on Page 9
2

                                     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. Our Annual Report on Form 10-K for the fiscal year ended March 31,
         2000 as filed with the Securities and Exchange Commission pursuant to
         the Securities Exchange Act of 1934.

         2. Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
         June 30, 2000, September 30, 2000 and December 31, 2000 and our Current
         Report on Form 8-K, dated October 26, 2000, as filed with the
         Securities and Exchange Commission pursuant to the Securities Exchange
         Act of 1934, and all other reports we filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 since the end of our
         fiscal year ended March 31, 2000.

         3. The description of our common shares included in our Prospectus,
         dated October 23, 1992, included in our Registration Statement on Form
         S-1 (file no. 33-53652) effective October 23, 1992, as filed with the
         Securities and Exchange Commission pursuant to the Securities Act of
         1933, under the caption "Description of Securities" in the Prospectus,
         and incorporated by reference into our Registration Statement on Form
         8-A effective October 23, 1992 and filed with the Securities and
         Commission pursuant to the Securities Exchange Act of 1934, including
         any amendment or report filed for the purpose of updating such
         description.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before 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 of
this registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         G. Scott Romney, one of our directors, is a partner in the law firm of
Honigman Miller Schwartz and Cohn LLP, which firm is giving an opinion on the
validity of the securities being registered.

                               Page 2 of 18 Pages
3

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 or its
shareholders.

         We are obligated under our bylaws to indemnify our present or former
directors, officers, employees and agents in certain circumstances in connection
with any threatened, pending or completed civil, criminal, administrative or
investigative action, suit or proceeding arising out of their past or future
service to us, or to another organization at our request. In addition, our
Articles of Incorporation limit certain personal liabilities of our directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         4.1   Restated Articles of Incorporation of Compuware Corporation, as
               amended, incorporated by reference to Exhibit 3.1 to our
               Registration Statement on Form S-1, as amended (file no.
               33-53652).

         4.2   Certificate of Amendment to the Articles of Incorporation, dated
               April 28, 1994, incorporated by reference to Exhibit 3.2 to our
               Registration Statement on Form S-4, as amended (file no.
               33-78822).

         4.3   Certificate of Correction to the Articles of Incorporation, dated
               May 9, 1994, incorporated by reference to Exhibit 3.3 to our
               Registration Statement on Form S-4, as amended (file no.
               33-78822).

         4.4   Certificate of Amendment to the Articles of Incorporation, dated
               April 3, 1997, incorporated by reference to Exhibit 3.5 to our
               Annual Report on Form 10-K for the fiscal year ended March 31,
               1997.

         4.5   Certificate of Amendment to the Articles of Incorporation, dated
               September 2, 1997, incorporated by reference to Exhibit 4.7 to
               our Registration Statement on Form S-8 (file no. 333-37873).

         4.6   Certificate of Amendment to the Articles of Incorporation, dated
               March 12, 1999, incorporated by reference to Exhibit 4.8 to our
               Registration Statement on Form S-8 (file no. 333-79821).

                               Page 3 of 18 Pages
4

      4.7   Certificate of Correction to the Articles of Incorporation, dated
            May 9, 2000, incorporated by reference to Exhibit 3.7 to our Annual
            Report on Form 10-K for the fiscal year ended March 31, 2000.

      4.8   Certificate of Designation of Series A Junior Participating
            Preferred Stock of Compuware Corporation, incorporated by
            reference to Exhibit A to the Rights Agreement, dated as of October
            25, 2000, between Compuware Corporation and Equiserve Trust Company,
            N.A., as Rights Agent, filed as Exhibit 1 to our Registration
            Statement on Form 8-A (file no. 0-20900) filed with the Securities
            and Exchange Commission on October 26, 2000.

      4.9   Restated Bylaws of Compuware Corporation, as amended, incorporated
            by reference to Exhibit. 3.4 to our Registrant's Registration
            Statement on Form S-1 (file no. 33-53652).

      4.10  Compuware Corporation 2001 Broad Based Stock Option Plan.

      5.1   Opinion of Honigman Miller Schwartz and Cohn LLP.

      23.1  Consent of Deloitte & Touche LLP.

      23.2  Consent of Honigman Miller Schwartz and Cohn LLP (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).

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 the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the

                               Page 4 of 18 Pages
5

                  Commission pursuant to Rule 424(b) if, in the aggregate, the
                  changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in
                  the "Calculation of Registration Fee" table in the effective
                  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
            in the 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.

      (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 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                               Page 5 of 18 Pages
6

                                     EXPERTS

      The financial statements and the related financial statement schedule
incorporated in this registration statement and in the prospectus related to
this registration statement by reference from our Annual Report on Form 10-K for
the fiscal year ended March 31, 2000 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated in this
registration statement and such prospectus by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

                               Page 6 of 18 Pages
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 March 30,
2001.

                        COMPUWARE CORPORATION

                        By:  /s/ JOSEPH A. NATHAN
                           ----------------------------------------------
                             Joseph A. Nathan
                             Its:  President and Chief Operating Officer
                                   --------------------------------------

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of COMPUWARE CORPORATION, a Michigan corporation (the
"Company"), hereby constitutes and appoints Joseph A. Nathan and Peter Karmanos,
Jr., and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's common shares, par
value $0.01 a share, pursuant to the Compuware Corporation 2001 Broad Based
Stock Option Plan, and any of the documents relating to such registration
statement; any and all amendments to such registration statement, including any
amendment thereto changing the amount of securities for which registration is
being sought, and any post-effective amendment, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, 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 in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, and each of
them, may lawfully do or cause to be done by virtue hereof.

                               Page 7 of 18 Pages
8

         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 date indicated.
Signature                                         Title                                Date
              ---------                                         -----                                ----
/s/ PETER KARMANOS, JR.                        Chairman of the Board and                March 30, 2001
------------------------------------                    Chief Executive Officer
         Peter Karmanos, Jr.                        (Principal Executive Officer)

        /s/ JOSEPH A. NATHAN                     President, Chief Operating Officer            March 30, 2001
------------------------------------                       and a Director
          Joseph A. Nathan

        /s/ LAURA L. FOURNIER                  Senior Vice President, Chief Financial          March 30, 2001
------------------------------------                     Officer and Treasurer
          Laura L. Fournier                  (Principal Financial and Accounting Officer)

      /s/ ELIZABETH A. CHAPPELL                               Director                         March 30, 2001
------------------------------------
        Elizabeth A. Chappell

        /s/ ELAINE K. DIDIER                                  Director                         March 30, 2001
------------------------------------
          Elaine K. Didier

      /s/ BERNARD M. GOLDSMITH                                Director                         March 30, 2001
------------------------------------
        Bernard M. Goldsmith

        /s/ WILLIAM O. GRABE                                  Director                         March 30, 2001
------------------------------------
          William O. Grabe

       /s/ WILLIAM R. HALLING                                 Director                         March 30, 2001
------------------------------------
         William R. Halling

         /s/ W. JAMES PROWSE                                  Director                         March 30, 2001
------------------------------------
           W. James Prowse

         /s/ G. SCOTT ROMNEY                                  Director                         March 30, 2001
------------------------------------
           G. Scott Romney

          /s/ THOMAS THEWES                          Vice Chairman of the Board                March 30, 2001
------------------------------------
            Thomas Thewes

     /s/ LOWELL P. WEICKER, JR.                               Director                         March 30, 2001
------------------------------------
       Lowell P. Weicker, Jr.
Page 8 of 18 Pages
9

                                          INDEX TO EXHIBITS
Exhibit
       Number                                  Description                                                     Page
       ------                                  -----------                                                     ----
4.1     Restated Articles of Incorporation of Compuware Corporation, as amended,                        N/A
                incorporated by reference to Exhibit 3.1 to our Registration Statement on Form
                S-1, as amended (file no. 33-53652).

        4.2     Certificate of Amendment to the Articles of Incorporation, dated April 28, 1994,                N/A
                incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-4,
                as amended (file no. 33-78822).

        4.3     Certificate of Correction to the Articles of Incorporation, dated May 9, 1994,                  N/A
                incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-4,
                as amended (file no. 33-78822).

        4.4     Certificate of Amendment to the Articles of Incorporation, dated April 3, 1997,                 N/A
                incorporated by reference to Exhibit 3.5 to our Annual Report on Form 10-K for the
                fiscal year ended March 31, 1997.

        4.5     Certificate of Amendment to the Articles of Incorporation, dated September 2, 1997,             N/A
                incorporated by reference to Exhibit 4.7 to our Registration Statement on Form
                S-8 (file no. 333-37873).

        4.6     Certificate of Amendment to the Articles of Incorporation, dated March 12, 1999,                N/A
                incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-8
                (file no. 333-79821).

        4.7     Certificate of Correction to the Articles of Incorporation, dated May 9, 2000,                  N/A
                incorporated by reference to Exhibit 3.7 to our Annual Report on Form 10-K for the
                fiscal year ended March 31, 2000.

        4.8     Certificate of Designation of Series A Junior Participating Preferred Stock of                  N/A
                Compuware Corporation, incorporated by reference to Exhibit A to the Rights
                Agreement, dated as of October 25, 2000, between Compuware Corporation and Equiserve
                Trust Company, N.A., as Rights Agent, filed as Exhibit 1 to our Registration
                Statement on Form 8-A (file no. 0-20900) filed with the Securities and Exchange
                Commission on October 26, 2000.

        4.9     Restated Bylaws of Compuware Corporation, as amended, incorporated by reference to              N/A
                Exhibit. 3.4 to our Registrant's Registration Statement on Form S-1 (file no.
                33-53652).

        4.10    Compuware Corporation 2001 Broad Based Stock Option Plan.                                        10

        5.1     Opinion of Honigman Miller Schwartz and Cohn LLP.                                                17

        23.1    Consent of Deloitte & Touche LLP.                                                                18

        23.2    Consent of Honigman Miller Schwartz and Cohn LLP (included in the opinion filed as               17
                Exhibit 5.1 to this Registration Statement).

        24.1    Powers of Attorney (included after the signature of the Registrant contained on page              7
                7 of this Registration Statement).
Page 9 of 18 Pages