<PAGE>   1


   As filed with the Securities and Exchange Commission on February 24, 2000

                                                   Registration No. 333-________

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               CAMINUS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                       13-4081739
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

747 THIRD AVENUE, NEW YORK, NEW YORK                          10017
(Address of Principal Executive Offices)                   (Zip Code)


                            1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                 DAVID M. STONER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CAMINUS CORPORATION
                                747 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
                     (Name and Address of Agent for Service)

                                 (212) 888-3600
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
     Title of
    Securities                                Offering
      to be                Amount               Price       Aggregate Offering  Amount of Registration
    Registered         to be Registered        Per Share             Price                   Fee
-------------------------------------------------------------------------------------------------------
<S>                    <C>                    <C>           <C>                 <C>
Common Stock,
 $.01 par value          502,312 shares        $23.063(1)        $11,584,822(1)           $3,058
--------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Estimated solely for the purpose of calculating the amount of the
      registration fee and based upon the average of the high and low sale
      prices of the Common Stock on the Nasdaq National Market on February 17,
      2000 in accordance with Rules 457(c) and 457(h) of the Securities
      Act of 1933, as amended.

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


                                     II - 1
<PAGE>   2




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

     The information required by Part I is included in documents sent or given
to participants in the Registrant's 1999 Stock Incentive Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the common stock of the Registrant, $0.01 par
     value per share (the "Common Stock"), contained in a registration statement
     filed under the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the 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 other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                     II - 2
<PAGE>   3

     The Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that no director of the Registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law (the "Law")
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

     The Certificate of Incorporation provides that a director or officer of the
Registrant (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against all expenses (including
attorneys' fees) and amounts paid in settlement incurred in connection with any
action by or in the right of the Registrant brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification shall be made with
respect to any matter as to which such person shall have been adjudged to be
liable to the Registrant, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, unless it is determined that he did not
act in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and, with respect to any
criminal action or proceeding had reasonable cause to believe that his conduct
was unlawful, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

     As a condition precedent to the right of indemnification, the director or
officer must give the Registrant notice of the action for which indemnity is
sought and the Registrant has the right to participate in such action or assume
the defense thereof.

     The Certificate of Incorporation further provides that the indemnification
provided therein is not exclusive and that Registrant may enter into agreements
with officers and directors providing for indemnification rights and procedures
different from those set forth in the Certificate of Incorporation.

     Section 145 of the Law provides that a corporation has the power to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against amounts paid and expenses incurred in connection with an action or
proceeding to which he is, or is threatened to be, made a party by reason of
such position, if such person shall have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal


                                     II - 3
<PAGE>   4



proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     ITEM 9. UNDERTAKINGS.

     1.      The 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;

                 (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 Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than 20 percent change in the maximum aggregate
             offering price set forth in the "Calculation of Registration fee"
             table in the effective registration statement; and

                 (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 (i) and (ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference 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



                                     II - 4
<PAGE>   5

          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 the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (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 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                     II - 5
<PAGE>   6



                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
     certifies that it has reasonable grounds to believe that it meets all of
     the requirements for filing on Form S-8 and has duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in New York, New York on February 23, 2000.

                                           CAMINUS CORPORATION

                                           By: /s/ David M. Stoner
                                              ----------------------------------
                                           David M. Stoner
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Caminus Corporation, hereby
severally constitute and appoint David M. Stoner, Mark A. Herman and James R.
Burke, and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Caminus Corporation to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.



                                     II - 6
<PAGE>   7
\


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

<TABLE>
<CAPTION>

     Signature                              Title                                          Date
<S>                                       <C>                                             <C>


/s/ David M. Stoner                         President, Chief Executive Officer and           February 23, 2000
--------------------------------            Director (Principal Executive Officer)
    David M. Stoner

/s/ Mark A. Herman                          Chief Financial Officer, Treasurer and           February 23, 2000
--------------------------------            Secretary (Principal Financial Officer and
    Mark A. Herman                          Principal Accounting Officer)

/s/ Anthony H. Bloom                        Director                                         February 23, 2000
--------------------------------
    Anthony H. Bloom

/s/ Christopher S. Brothers                 Director                                         February 23, 2000
--------------------------------
    Christopher S. Brothers

/s/ Nigel L. Evans                          Director                                         February 23, 2000
--------------------------------
    Nigel L. Evans

/s/ Lawrence D. Gilson                      Director                                         February 23, 2000
--------------------------------
    Lawrence D. Gilson

/s/ Richard K. Landers                      Director                                         February 23, 2000
--------------------------------
    Richard K. Landers

/s/ Brian J. Scanlan                        Director                                         February 23, 2000
--------------------------------
    Brian J. Scanlan
</TABLE>



                                     II - 7
<PAGE>   8



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit
 Number                   Description
--------                  -----------

<S>       <C>
4.1 (1)    Specimen certificate for shares of the Registrant's common stock.

5.1        Opinion of Hale and Dorr LLP.

23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2       Consent of PricewaterhouseCoopers LLP.

23.3       Consent of Peters, Elworthy & Moore.

23.4       Consent of PricewaterhouseCoopers LLP.

24.1       Power of Attorney (included in page II-5).

</TABLE>










------------------------------------------------------------------------------
(1) Incorporated herein by reference from the Registrant's Registration
    Statement on Form S-1, as amended (File No. 333-88437).
[{"type": "S-8", "sequence": "1", "description": "CAMINUS CORPORATION", "secsgml_size_bytes": 19278}]
{"company-data": {"conformed-name": "CAMINUS CORP", "cik": "0001095157", "assigned-sic": "7389", "irs-number": "954684879", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31006", "film-number": "552100"}, "business-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2128883600"}, "mail-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
1

   As filed with the Securities and Exchange Commission on February 24, 2000

                                                   Registration No. 333-________

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               CAMINUS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                       13-4081739
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

747 THIRD AVENUE, NEW YORK, NEW YORK                          10017
(Address of Principal Executive Offices)                   (Zip Code)

                            1999 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                 DAVID M. STONER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               CAMINUS CORPORATION
                                747 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
                     (Name and Address of Agent for Service)

                                 (212) 888-3600
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
     Title of
    Securities                                Offering
      to be                Amount               Price       Aggregate Offering  Amount of Registration
    Registered         to be Registered        Per Share             Price                   Fee
-------------------------------------------------------------------------------------------------------
Common Stock,
 $.01 par value          502,312 shares        $23.063(1)        $11,584,822(1)           $3,058
--------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the amount of the
      registration fee and based upon the average of the high and low sale
      prices of the Common Stock on the Nasdaq National Market on February 17,
      2000 in accordance with Rules 457(c) and 457(h) of the Securities
      Act of 1933, as amended.

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

                                     II - 1
2

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

     The information required by Part I is included in documents sent or given
to participants in the Registrant's 1999 Stock Incentive Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the common stock of the Registrant, $0.01 par
     value per share (the "Common Stock"), contained in a registration statement
     filed under the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the 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 other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                                     II - 2
3

     The Registrant's Certificate of Incorporation (the "Certificate of
Incorporation") provides that no director of the Registrant shall be personally
liable for any monetary damages for any breach of fiduciary duty as a director,
except to the extent that the Delaware General Corporation Law (the "Law")
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.

     The Certificate of Incorporation provides that a director or officer of the
Registrant (a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any litigation or other legal proceeding (other than
an action by or in the right of the Registrant) brought against him by virtue of
his position as a director or officer of the Registrant if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against all expenses (including
attorneys' fees) and amounts paid in settlement incurred in connection with any
action by or in the right of the Registrant brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification shall be made with
respect to any matter as to which such person shall have been adjudged to be
liable to the Registrant, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, unless it is determined that he did not
act in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and, with respect to any
criminal action or proceeding had reasonable cause to believe that his conduct
was unlawful, provided that he undertakes to repay the amount advanced if it is
ultimately determined that he is not entitled to indemnification for such
expenses.

     As a condition precedent to the right of indemnification, the director or
officer must give the Registrant notice of the action for which indemnity is
sought and the Registrant has the right to participate in such action or assume
the defense thereof.

     The Certificate of Incorporation further provides that the indemnification
provided therein is not exclusive and that Registrant may enter into agreements
with officers and directors providing for indemnification rights and procedures
different from those set forth in the Certificate of Incorporation.

     Section 145 of the Law provides that a corporation has the power to
indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities
against amounts paid and expenses incurred in connection with an action or
proceeding to which he is, or is threatened to be, made a party by reason of
such position, if such person shall have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal

                                     II - 3
4

proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     ITEM 9. UNDERTAKINGS.

     1.      The 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;

                 (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 Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than 20 percent change in the maximum aggregate
             offering price set forth in the "Calculation of Registration fee"
             table in the effective registration statement; and

                 (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 (i) and (ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference 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

                                     II - 4
5

          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 the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (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 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 Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II - 5
6

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant
     certifies that it has reasonable grounds to believe that it meets all of
     the requirements for filing on Form S-8 and has duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in New York, New York on February 23, 2000.

                                           CAMINUS CORPORATION

                                           By: /s/ David M. Stoner
                                              ----------------------------------
                                           David M. Stoner
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Caminus Corporation, hereby
severally constitute and appoint David M. Stoner, Mark A. Herman and James R.
Burke, and each of them singly, our true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Caminus Corporation to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

                                     II - 6
7
\

            Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                              Title                                          Date
/s/ David M. Stoner                         President, Chief Executive Officer and           February 23, 2000
--------------------------------            Director (Principal Executive Officer)
    David M. Stoner

/s/ Mark A. Herman                          Chief Financial Officer, Treasurer and           February 23, 2000
--------------------------------            Secretary (Principal Financial Officer and
    Mark A. Herman                          Principal Accounting Officer)

/s/ Anthony H. Bloom                        Director                                         February 23, 2000
--------------------------------
    Anthony H. Bloom

/s/ Christopher S. Brothers                 Director                                         February 23, 2000
--------------------------------
    Christopher S. Brothers

/s/ Nigel L. Evans                          Director                                         February 23, 2000
--------------------------------
    Nigel L. Evans

/s/ Lawrence D. Gilson                      Director                                         February 23, 2000
--------------------------------
    Lawrence D. Gilson

/s/ Richard K. Landers                      Director                                         February 23, 2000
--------------------------------
    Richard K. Landers

/s/ Brian J. Scanlan                        Director                                         February 23, 2000
--------------------------------
    Brian J. Scanlan
II - 7
8

                                  EXHIBIT INDEX
Exhibit
 Number                   Description
--------                  -----------
4.1 (1)    Specimen certificate for shares of the Registrant's common stock.

5.1        Opinion of Hale and Dorr LLP.

23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1).

23.2       Consent of PricewaterhouseCoopers LLP.

23.3       Consent of Peters, Elworthy & Moore.

23.4       Consent of PricewaterhouseCoopers LLP.

24.1       Power of Attorney (included in page II-5).
------------------------------------------------------------------------------
(1) Incorporated herein by reference from the Registrant's Registration
    Statement on Form S-1, as amended (File No. 333-88437).