<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996

                                                       REGISTRATION NO. 333-____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------


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


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


                              COGNIZANT CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                         06-1450569
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)             
           
                                 200 NYALA FARMS
                               WESTPORT, CT 06880
    (Address, including zip code, of Registrant's principal executive office)

                       KEY EMPLOYEES' STOCK INCENTIVE PLAN
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
                 REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING
                    I.M.S. INTERNATIONAL, INC. STOCK OPTIONS
                 REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING
                DUN & BRADSTREET CORPORATION EQUITY BASED AWARDS
                            (Full title of the Plans)
                         -------------------------------


                                STEPHEN J. BOATTI
                            ASSOCIATE GENERAL COUNSEL
                              COGNIZANT CORPORATION
                                 200 NYALA FARMS
                               WESTPORT, CT 06880
                                 (203) 222-4200
              (Name, address, including zip number, including area
                    code, of Registrant's agent for service)


                                   COPIES TO:
                              JOEL S. HOFFMAN, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000
                         -------------------------------





                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
                                                                          PROPOSED            PROPOSED
                                                                          MAXIMUM              MAXIMUM
                                                        AMOUNT TO         OFFERING            AGGREGATE            AMOUNT OF
                                                           BE            PRICE PER         OFFERING PRICE        REGISTRATION
       TITLE OF SECURITIES TO BE REGISTERED            REGISTERED         SHARE(a)               (a)                FEE (a)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>             <C>                     <C>
Common Stock, $.01 par value per share (b)(d)            34,260,000        $33.50          $1,147,710,000          $347,791
----------------------------------------------------------------------------------------------------------------------------------
Options to purchase Common Stock (c)                      5,000,000        $3.35             $16,750,000            $5,076
==================================================================================================================================
</TABLE>

(a)   Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
      maximum offering price per share, the proposed maximum aggregate offering
      price and the amount of registration fee have been computed on the basis
      of the average of the high and low prices of the Common Stock reported on
      the New York Stock Exchange Composite Tape on October 22, 1996.
(b)   The shares are issuable pursuant to the respective plans as follows: Key
      Employees' Stock Incentive Plan 30,000,000 shares, Non-Employee Directors'
      Stock Incentive Plan 130,000 shares, Non-Employee Directors' Deferred
      Compensation Plan 50,000 shares, Replacement Plan for Certain Employees
      Holding I.M.S. International, Inc. Stock Options 80,000 shares, and
      Replacement Plan for Certain Employees Holding Dun & Bradstreet
      Corporation Equity Based Awards 4,000,000 shares.
(c)   Issuable pursuant to the Key Employees' Stock Incentive Plan.
(d)   Includes Preferred Share Purchase Rights which, prior to the occurrence of
      certain events will not be exercisable or evidenced separately from the
      Common Stock.
================================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. Incorporation of Documents by Reference

      The following documents filed by Cognizant Corporation (the "Company" or
the "Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:

           (a) Registration Statement on Form 10, file no. 001-12275, relating
       to the Company's Common Stock.

           (b) Current Report on Form 8-K filed on October 18, 1995.

           (c) The description of the Company's Preferred Share Purchase Rights
       contained in the Company's Registration Statement on Form 8-A (File No.
       001- 12275) filed on October 18, 1996.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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 required.

ITEM 5. Interests of Named Experts and Counsel

      None.

ITEM 6. Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

      The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers to the fullest extent permitted
by the laws of the State of Delaware. The Company's Restated Certificate of
Incorporation also provides that a director of the Company shall not be liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such

                                       1
<PAGE>   3
exemption from liability or limitation thereof is not permitted under the 
General Corporation Law of the State of Delaware as the same exists or may 
hereafter be amended.

      The indemnification rights conferred by the Restated Certificate of
Incorporation of the Company are not exclusive of any other right to which a
person seeking indemnification may otherwise be entitled. The Company will also
provide liability insurance for the directors and officers for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers.

ITEM 7. Exemption from Registration Claimed

      Not applicable.

ITEM 8. Exhibits

      The following exhibits are filed as part of this Registration Statement:

4.1      Restated Certificate of Incorporation of the Company (filed as Exhibit
         3.1 to the Company's Registration Statement on Form 10, File No.
         001-12275 (the "Form 10") and incorporated herein by reference).

4.2      Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
         the Form 10 and incorporated herein by reference).

4.3      Rights Agreement, dated as of October 15, 1996, between the Company and
         First Chicago Trust Company of New York (attached as Exhibit 1 to the
         Company's Registration Statement on Form 8-A (File No. 001-12275) filed
         on October 18, 1996 and incorporated herein by reference).

5.       Opinion of Simpson Thacher & Bartlett

23.1     Consent of Coopers & Lybrand LLP

23.2     Consent of Simpson Thacher & Bartlett (included in Exhibit 5)

24       Power of Attorney

ITEM 9. Undertakings

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 (the "Act");

     (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
(except to the extent the information required to be included by clauses (i) or
(ii) is contained in periodic reports filed by the Company pursuant to Section 
13 or 15(d) of the Exchange Act that are incorporated by reference into 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.

(2) That, for the purposes of determining any liability under the 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
<PAGE>   4
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 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.

(5) Insofar as indemnification for liabilities arising under the 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 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.



                                        3
<PAGE>   5
                                   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 Westport, State of Connecticut, on this 23rd day of
October, 1996.



                                        COGNIZANT CORPORATION
                                             (Registrant)



                                        By /s/ Robert E. Weissman
                                           ----------------------------
                                           Chairman and Chief
                                           Executive Officer






     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 date indicated.

<TABLE>
<CAPTION>

      SIGNATURE                                           TITLE                                      DATE
      ---------                                           -----                                      ----

<S>                                           <C>                                                    <C>
Robert E. Weissman*                           Chairman, Chief Executive Officer and
------------------------------------          Director
            Robert E. Weissman                (principal executive officer)

Victoria R. Fash*                             Executive Vice President and Chief Financial 
------------------------------------          Officer (principal financial and accounting officer)
             Victoria R. Fash                 

Clifford L. Alexander, Jr.*                   Director
------------------------------------  
        Clifford L. Alexander, Jr.

John P. Imlay, Jr.*                           Director
------------------------------------  
            John P. Imlay, Jr.

Robert J. Kamerschen*                         Director
------------------------------------  
            Robert J. Kamerschen

Robert J. Lanigan*                            Director
------------------------------------  
             Robert J. Lanigan
------------------------------------  
H. Eugene Lockhart*                           Director
------------------------------------  
            H. Eugene Lockhart
</TABLE>



                                        4
<PAGE>   6
<TABLE>

<S>                                           <C>
James R. Peterson*                            Director
------------------------------------  
             James R. Peterson

M. Bernard Puckett*                           Director
------------------------------------  
            M. Bernard Puckett
</TABLE>

                                                              October 23, 1996
   
                                                                                
*By /s/ Stephen J. Boatti
   ----------------------------------
          Attorney-in-Fact






                                        5
<PAGE>   7
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit
Number                Description

<S>                   <C>
4.1                   Restated Certificate of Incorporation of the Company
                      (filed as Exhibit 3.1 to the Company's Registration
                      Statement on Form 10, File No. 001-12275 (the "Form 10")
                      and incorporated herein by reference).

4.2                   Amended and Restated By-laws of the Company (filed as
                      Exhibit 3.2 to the Form 10 and incorporated herein by
                      reference).

4.3                   Rights Agreement, dated as of October 15, 1996, between
                      the Company and First Chicago Trust Company of New York
                      (attached as Exhibit 1 to the Company's Registration
                      Statement on Form 8-A (File No. 001-12275) filed on
                      October 18, 1996 and incorporated herein by reference).

5.                    Opinion of Simpson Thacher & Bartlett

23.1                  Consent of Coopers & Lybrand LLP

23.2                  Consent of Simpson Thacher & Bartlett (included in Exhibit
                      5)

24                    Power of Attorney
</TABLE>






                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18902}]
{"company-data": {"conformed-name": "COGNIZANT CORP", "cik": "0001019876", "assigned-sic": "7374", "irs-number": "061450569", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14763", "film-number": "96647418"}, "business-address": {"street1": "200 NYALA FARMS", "city": "WESTPORT", "state": "CT", "zip": "06897", "phone": "2038344200"}, "mail-address": {"street1": "187 DANBURY RD", "city": "WILTON", "state": "CT", "zip": "06897"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1996

                                                       REGISTRATION NO. 333-____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

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

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

                              COGNIZANT CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                         06-1450569
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)             
           
                                 200 NYALA FARMS
                               WESTPORT, CT 06880
    (Address, including zip code, of Registrant's principal executive office)

                       KEY EMPLOYEES' STOCK INCENTIVE PLAN
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
                 REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING
                    I.M.S. INTERNATIONAL, INC. STOCK OPTIONS
                 REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING
                DUN & BRADSTREET CORPORATION EQUITY BASED AWARDS
                            (Full title of the Plans)
                         -------------------------------

                                STEPHEN J. BOATTI
                            ASSOCIATE GENERAL COUNSEL
                              COGNIZANT CORPORATION
                                 200 NYALA FARMS
                               WESTPORT, CT 06880
                                 (203) 222-4200
              (Name, address, including zip number, including area
                    code, of Registrant's agent for service)

                                   COPIES TO:
                              JOEL S. HOFFMAN, ESQ.
                           SIMPSON THACHER & BARTLETT
                              425 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10017-3954
                                 (212) 455-2000
                         -------------------------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                          PROPOSED            PROPOSED
                                                                          MAXIMUM              MAXIMUM
                                                        AMOUNT TO         OFFERING            AGGREGATE            AMOUNT OF
                                                           BE            PRICE PER         OFFERING PRICE        REGISTRATION
       TITLE OF SECURITIES TO BE REGISTERED            REGISTERED         SHARE(a)               (a)                FEE (a)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share (b)(d)            34,260,000        $33.50          $1,147,710,000          $347,791
----------------------------------------------------------------------------------------------------------------------------------
Options to purchase Common Stock (c)                      5,000,000        $3.35             $16,750,000            $5,076
==================================================================================================================================
(a)   Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
      maximum offering price per share, the proposed maximum aggregate offering
      price and the amount of registration fee have been computed on the basis
      of the average of the high and low prices of the Common Stock reported on
      the New York Stock Exchange Composite Tape on October 22, 1996.
(b)   The shares are issuable pursuant to the respective plans as follows: Key
      Employees' Stock Incentive Plan 30,000,000 shares, Non-Employee Directors'
      Stock Incentive Plan 130,000 shares, Non-Employee Directors' Deferred
      Compensation Plan 50,000 shares, Replacement Plan for Certain Employees
      Holding I.M.S. International, Inc. Stock Options 80,000 shares, and
      Replacement Plan for Certain Employees Holding Dun & Bradstreet
      Corporation Equity Based Awards 4,000,000 shares.
(c)   Issuable pursuant to the Key Employees' Stock Incentive Plan.
(d)   Includes Preferred Share Purchase Rights which, prior to the occurrence of
      certain events will not be exercisable or evidenced separately from the
      Common Stock.
================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

      The following documents filed by Cognizant Corporation (the "Company" or
the "Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:

           (a) Registration Statement on Form 10, file no. 001-12275, relating
       to the Company's Common Stock.

           (b) Current Report on Form 8-K filed on October 18, 1995.

           (c) The description of the Company's Preferred Share Purchase Rights
       contained in the Company's Registration Statement on Form 8-A (File No.
       001- 12275) filed on October 18, 1996.

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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 required.

ITEM 5. Interests of Named Experts and Counsel

      None.

ITEM 6. Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

      The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers to the fullest extent permitted
by the laws of the State of Delaware. The Company's Restated Certificate of
Incorporation also provides that a director of the Company shall not be liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such

                                       1
3
exemption from liability or limitation thereof is not permitted under the 
General Corporation Law of the State of Delaware as the same exists or may 
hereafter be amended.

      The indemnification rights conferred by the Restated Certificate of
Incorporation of the Company are not exclusive of any other right to which a
person seeking indemnification may otherwise be entitled. The Company will also
provide liability insurance for the directors and officers for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers.

ITEM 7. Exemption from Registration Claimed

      Not applicable.

ITEM 8. Exhibits

      The following exhibits are filed as part of this Registration Statement:

4.1      Restated Certificate of Incorporation of the Company (filed as Exhibit
         3.1 to the Company's Registration Statement on Form 10, File No.
         001-12275 (the "Form 10") and incorporated herein by reference).

4.2      Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
         the Form 10 and incorporated herein by reference).

4.3      Rights Agreement, dated as of October 15, 1996, between the Company and
         First Chicago Trust Company of New York (attached as Exhibit 1 to the
         Company's Registration Statement on Form 8-A (File No. 001-12275) filed
         on October 18, 1996 and incorporated herein by reference).

5.       Opinion of Simpson Thacher & Bartlett

23.1     Consent of Coopers & Lybrand LLP

23.2     Consent of Simpson Thacher & Bartlett (included in Exhibit 5)

24       Power of Attorney

ITEM 9. Undertakings

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 (the "Act");

     (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
(except to the extent the information required to be included by clauses (i) or
(ii) is contained in periodic reports filed by the Company pursuant to Section 
13 or 15(d) of the Exchange Act that are incorporated by reference into 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.

(2) That, for the purposes of determining any liability under the 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
4
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 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.

(5) Insofar as indemnification for liabilities arising under the 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 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.

                                        3
5
                                   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 Westport, State of Connecticut, on this 23rd day of
October, 1996.

                                        COGNIZANT CORPORATION
                                             (Registrant)

                                        By /s/ Robert E. Weissman
                                           ----------------------------
                                           Chairman and Chief
                                           Executive Officer

     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 date indicated.
SIGNATURE                                           TITLE                                      DATE
      ---------                                           -----                                      ----
Robert E. Weissman*                           Chairman, Chief Executive Officer and
------------------------------------          Director
            Robert E. Weissman                (principal executive officer)

Victoria R. Fash*                             Executive Vice President and Chief Financial 
------------------------------------          Officer (principal financial and accounting officer)
             Victoria R. Fash                 

Clifford L. Alexander, Jr.*                   Director
------------------------------------  
        Clifford L. Alexander, Jr.

John P. Imlay, Jr.*                           Director
------------------------------------  
            John P. Imlay, Jr.

Robert J. Kamerschen*                         Director
------------------------------------  
            Robert J. Kamerschen

Robert J. Lanigan*                            Director
------------------------------------  
             Robert J. Lanigan
------------------------------------  
H. Eugene Lockhart*                           Director
------------------------------------  
            H. Eugene Lockhart
4
6
James R. Peterson*                            Director
------------------------------------  
             James R. Peterson

M. Bernard Puckett*                           Director
------------------------------------  
            M. Bernard Puckett
October 23, 1996
   
                                                                                
*By /s/ Stephen J. Boatti
   ----------------------------------
          Attorney-in-Fact

                                        5
7
                                INDEX TO EXHIBITS
Exhibit
Number                Description
4.1                   Restated Certificate of Incorporation of the Company
                      (filed as Exhibit 3.1 to the Company's Registration
                      Statement on Form 10, File No. 001-12275 (the "Form 10")
                      and incorporated herein by reference).

4.2                   Amended and Restated By-laws of the Company (filed as
                      Exhibit 3.2 to the Form 10 and incorporated herein by
                      reference).

4.3                   Rights Agreement, dated as of October 15, 1996, between
                      the Company and First Chicago Trust Company of New York
                      (attached as Exhibit 1 to the Company's Registration
                      Statement on Form 8-A (File No. 001-12275) filed on
                      October 18, 1996 and incorporated herein by reference).

5.                    Opinion of Simpson Thacher & Bartlett

23.1                  Consent of Coopers & Lybrand LLP

23.2                  Consent of Simpson Thacher & Bartlett (included in Exhibit
                      5)

24                    Power of Attorney
6