<PAGE>   1
   As filed with the Securities and Exchange Commission on August 29, 2001

                                                  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)

  825 THIRD AVENUE, NEW YORK, NEW YORK                         10022
(Address of Principal Executive Offices)                     (Zip Code)


          NONSTATUTORY STOCK OPTION AGREEMENT, DATED AUGUST 30, 2000,
                   BETWEEN THE REGISTRANT AND JOHN. H. GEROLD
          NONSTATUTORY STOCK OPTION AGREEMENT, DATED AUGUST 30, 2000,
                   BETWEEN THE REGISTRANT AND DAVID C. MEYERS
                           (Full Title of the Plans)

                               DAVID M. STONER
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             CAMINUS CORPORATION
                               825 THIRD AVENUE
                           NEW YORK, NEW YORK 10022
                   (Name and Address of Agent for Service)

                                (212) 515-3600
        (Telephone Number, Including Area Code, of Agent for Service)

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
        Title of                                     Proposed Maximum
       Securities                                        Offering         Proposed Maximum           Amount of
          to be                     Amount                 Price         Aggregate Offering         Registration
       Registered              to be Registered          Per Share             Price                    Fee
       ----------              ----------------          ---------       ------------------       ---------------
--------------------------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                <C>                        <C>
Common Stock,                 210,000 shares(1)          $21.63(2)          $4,542,300(2)            $1,135.58
 $.01 par value
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Consists of 105,000 shares issuable upon the exercise of a
         nonstatutory stock option granted to John H. Gerold and 105,000
         shares issuable upon the exercise of a nonstatutory stock option
         granted to David C. Meyers.

(2)      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 August
         23, 2001 in accordance with Rules 457(c) and 457(h) of the
         Securities Act of 1933, as amended.

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

                                    - 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 the holder of Common Stock issuable pursuant to the Nonstatutory
Stock Option Agreement, dated August 30, 2000, between the Registrant and John
H. Gerold and the holder of Common Stock issuable pursuant to the Nonstatutory
Stock Option Agreement, dated August 30, 2000, between the Registrant and
David C. Meyers, 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.


                                    - 2 -


<PAGE>   3


         ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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

                                    - 3 -

<PAGE>   4

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 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

                                    - 4 -

<PAGE>   5

                           (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 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.

                                    - 5 -



<PAGE>   6


                                  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 New York, New York on Wednesday, August 29,
2001.

                                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, Joseph P. Dwyer 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.



                                    - 6 -

<PAGE>   7


         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 dates indicated.

<TABLE>
<CAPTION>
                  Signature                       Title                      Date
<S>                               <C>                                 <C>
/s/ David M. Stoner                 President, Chief Executive          August 29, 2001
-------------------------------     Officer and Director (Principal
David M. Stoner                     Executive Officer)

/s/ Jospeh P. Dwyer                 Executive Vice President, Chief     August 29, 2001
-------------------------------     Financial Officer and Treasurer
Joseph P. Dwyer                     (Principal Financial and
                                    Principal Accounting Officer)

/s/ Anthony H. Bloom                Director                            August 29, 2001
-------------------------------
Anthony H. Bloom


/s/ Christopher S. Brothers         Director                            August 29, 2001
-------------------------------
Christopher S. Brothers

/s/ Nigel L. Evans                  Director                            August 29, 2001
-------------------------------
Nigel L. Evans

/s/ Lawrence D. Gilson              Director                            August 29, 2001
-------------------------------
Lawrence D. Gilson

/s/ Richard K. Landers              Director                            August 29, 2001
-------------------------------
Richard K. Landers

/s/ Brian J. Scanlan                Director                            August 29, 2001
-------------------------------
Brian J. Scanlan

/s/ Clare M. J. Spottiswoode        Director                            August 29, 2001
-------------------------------
Clare M. J. Spottiswoode
</TABLE>


                                    - 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 KPMG LLP.

23.3              Consent of PricewaterhouseCoopers LLP.

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



-------------------------------------------------------------------------------
(1)      Incorporated herein by reference from the Registrant's Registration
         Statement on Form S-1, as amended (File No. 333-88437).


                                    - 8 -
[{"type": "S-8", "sequence": "1", "filename": "y52506s-8.txt", "description": "CAMINUS CORPORATION", "secsgml_size_bytes": 20678}]
{"company-data": {"conformed-name": "CAMINUS CORP", "cik": "0001095157", "assigned-sic": "7389", "irs-number": "134081739", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68616", "film-number": "1727196"}, "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 August 29, 2001

                                                  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)

  825 THIRD AVENUE, NEW YORK, NEW YORK                         10022
(Address of Principal Executive Offices)                     (Zip Code)

          NONSTATUTORY STOCK OPTION AGREEMENT, DATED AUGUST 30, 2000,
                   BETWEEN THE REGISTRANT AND JOHN. H. GEROLD
          NONSTATUTORY STOCK OPTION AGREEMENT, DATED AUGUST 30, 2000,
                   BETWEEN THE REGISTRANT AND DAVID C. MEYERS
                           (Full Title of the Plans)

                               DAVID M. STONER
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             CAMINUS CORPORATION
                               825 THIRD AVENUE
                           NEW YORK, NEW YORK 10022
                   (Name and Address of Agent for Service)

                                (212) 515-3600
        (Telephone Number, Including Area Code, of Agent for Service)

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
        Title of                                     Proposed Maximum
       Securities                                        Offering         Proposed Maximum           Amount of
          to be                     Amount                 Price         Aggregate Offering         Registration
       Registered              to be Registered          Per Share             Price                    Fee
       ----------              ----------------          ---------       ------------------       ---------------
--------------------------------------------------------------------------------------------------------------------
Common Stock,                 210,000 shares(1)          $21.63(2)          $4,542,300(2)            $1,135.58
 $.01 par value
--------------------------------------------------------------------------------------------------------------------
(1)      Consists of 105,000 shares issuable upon the exercise of a
         nonstatutory stock option granted to John H. Gerold and 105,000
         shares issuable upon the exercise of a nonstatutory stock option
         granted to David C. Meyers.

(2)      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 August
         23, 2001 in accordance with Rules 457(c) and 457(h) of the
         Securities Act of 1933, as amended.

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

                                    - 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 the holder of Common Stock issuable pursuant to the Nonstatutory
Stock Option Agreement, dated August 30, 2000, between the Registrant and John
H. Gerold and the holder of Common Stock issuable pursuant to the Nonstatutory
Stock Option Agreement, dated August 30, 2000, between the Registrant and
David C. Meyers, 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.

                                    - 2 -
3

         ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

         ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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

                                    - 3 -
4

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 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

                                    - 4 -
5

                           (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 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.

                                    - 5 -
6

                                  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 New York, New York on Wednesday, August 29,
2001.

                                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, Joseph P. Dwyer 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.

                                    - 6 -
7

         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 dates indicated.
Signature                       Title                      Date
/s/ David M. Stoner                 President, Chief Executive          August 29, 2001
-------------------------------     Officer and Director (Principal
David M. Stoner                     Executive Officer)

/s/ Jospeh P. Dwyer                 Executive Vice President, Chief     August 29, 2001
-------------------------------     Financial Officer and Treasurer
Joseph P. Dwyer                     (Principal Financial and
                                    Principal Accounting Officer)

/s/ Anthony H. Bloom                Director                            August 29, 2001
-------------------------------
Anthony H. Bloom

/s/ Christopher S. Brothers         Director                            August 29, 2001
-------------------------------
Christopher S. Brothers

/s/ Nigel L. Evans                  Director                            August 29, 2001
-------------------------------
Nigel L. Evans

/s/ Lawrence D. Gilson              Director                            August 29, 2001
-------------------------------
Lawrence D. Gilson

/s/ Richard K. Landers              Director                            August 29, 2001
-------------------------------
Richard K. Landers

/s/ Brian J. Scanlan                Director                            August 29, 2001
-------------------------------
Brian J. Scanlan

/s/ Clare M. J. Spottiswoode        Director                            August 29, 2001
-------------------------------
Clare M. J. Spottiswoode
- 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 KPMG LLP.

23.3              Consent of PricewaterhouseCoopers LLP.

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

                                    - 8 -