As filed with the Securities and Exchange Commission on April 10, 1997
                              Registration No. 33-_______


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                                
                      ____________________
                            FORM S-8
                     REGISTRATION STATEMENT
                             Under 
                   The Securities Act of 1933
                       __________________
                                
                       CERNER CORPORATION
     (Exact name of registrant as specified in its charter)
          DELAWARE                                43-1196944
(State or other jurisdiction of              (I.R.S. Employer 
incorporation or organization)               Identification No.)


  2800 ROCKCREEK PARKWAY, SUITE 601, KANSAS CITY, MISSOURI 64117
(Address of Principal Executive Offices)               (Zip Code)

                    _________________________

                        CERNER CORPORATION
                 NONQUALIFIED STOCK OPTION PLAN E
                     (Full title of the plan)

CLIFFORD W. ILLIG, 2800 ROCKCREEK PARKWAY, SUITE 601, KANSAS
CITY, MISSOURI 64117
             (Name and address of agent for service)

                          (816) 221-1024
  (Telephone number, including area code, of agent for service)

           PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:

                       JAMES W. ALLEN, ESQ.
                   STINSON, MAG & FIZZELL, P.C.
                           1201 WALNUT
                   KANSAS CITY, MISSOURI 64106
                          (816) 842-8600
                  ______________________________


                 CALCULATION OF REGISTRATION FEE



                                                  Proposed 
                     Amount       Proposed        maximum             Amount of
Title of securities  to be      maximum offering  aggregate         registration
to be registered   registered  price per share(1) offering price(1)      fee

Common Stock, 
$.01 par value   2,000,000(2)      $11.82         $23,640,000           $7,163

(1)  Pursuant to Rule 457(h) of the Securities Act of 1933, and
     solely for the purpose of calculating the amount of the
     registration fee, the proposed maximum offering price per
     share and proposed maximum aggregate offering price is based
     on the average of the bid and asked prices of the Common Stock
     on April 4, 1997 in the over-the-counter market as quoted on
     the National Association of Securities Dealers Automated
     Quotation National Market System.

(2)  The provisions of Rule 416 shall apply to this registration
     statement and the number of shares registered on this
     registration statement automatically shall increase or
     decrease as a result of stock splits, stock dividends or
     similar transactions.



<PAGE>




                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with
the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference: (i) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996; and (ii) the description of the
Common Stock of the Registrant which is contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-15386), including any
amendments or reports filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities offered hereby remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents, except
in no event shall any information included in any such document
in response to Item 402(i), (k) or (l) of Regulation S-K be
deemed to constitute part of this Registration Statement.

          Any statement contained herein or 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
in any subsequently filed document which 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 applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of the Common Stock of the
Registrant registered pursuant to this Registration Statement
will be passed upon by Stinson, Mag & Fizzell, P.C., 1201 Walnut
Street, Kansas City, Missouri 64106.  As of March 31, 1997,
attorneys of such law firm owned in the aggregate 49,592 shares
of Common Stock of the Registrant.



<PAGE>



ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  Section 145 of the Delaware General Corporation Law
(the "DGCL") (i) gives Delaware corporations broad powers to
indemnify their present and former directors and officers and
those of other enterprises, as well as certain other persons,
against expenses, judgments, fines and settlement amounts
incurred by such directors, officers or other persons in defense
of any action, suit or proceeding to which they are made parties
by reason of being or having been a director, officer, employee
or agent of the corporation, or of another enterprise at the
request of the corporation, subject to specified conditions and
exclusions, (ii) gives such directors, officers or other persons
who are successful in the defense of any action, suit or
proceeding the right to be indemnified, and (iii) authorizes the
corporation to purchase and maintain directors' and officers'
liability insurance.  The indemnification authorized by Section
145 of the DGCL is not exclusive of any other rights to which
those indemnified may be entitled under any bylaws, agreement,
vote of stockholders or disinterested directors, policy of
insurance or otherwise.

     (b)  Article Tenth of the Registrant's Restated Certificate
of Incorporation authorizes the Registrant to agree to indemnify
any of its directors, officers, employees or agents, and any
person who serves at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the fullest extent
permitted by the laws of the state of Delaware; provided that the
Registrant is not permitted to indemnify any person from or on
account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or wilful
misconduct.

     (c)  In accordance with Section 102(b)(7) of the DGCL,
Article Tenth of the Registrant's Restated Certificate of
Incorporation contains a provision eliminating a director's
personal liability to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted or authorized by the laws of the
state of Delaware.  Section 102(b)(7) of the DGCL prohibits the
elimination or limitation of a director's liability (1)  for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of
law, (3) under Section 174 of the DGCL (relating to unlawful
dividend payments or stock redemptions or repurchases), or (4)
for any transaction from which the director derived an improper
personal benefit.

     (d)  Section 28 of the Registrant's Bylaws requires the
Registrant to indemnify any person (1) against all liabilities
and expenses actually and reasonably incurred by such person in
connection with any action, suit or proceeding (other than an
action by or in the right of the Registrant) or (2) against any
amounts paid in settlement and expenses actually and reasonably
incurred by such person in an action by or in the right of the
Registrant, in either case, by reason of the fact that such
person is or was serving as a director or officer of the
Registrant or as a director or officer of another enterprise at
the Registrant's request; provided that (a) such person must have
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the Registrant's best
interests and, with respect to any criminal action or proceeding, <PAGE>
that such person must have had no reasonable cause to believe
such person's conduct was unlawful, and (b) the Registrant is not
required to indemnify or advance expenses to such person in
connection with an action, suit or proceeding initiated by such
person unless the initiation of such action, suit or proceeding
was authorized by the Registrant's Board of Directors.  Said
Section 28 further provides that the Registrant shall not
indemnify any person for any liabilities or expenses incurred by
such person in connection with an action, suit or proceeding by
or in the right of the Registrant in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the Registrant, unless and only to the extent that the
court in which the action, suit or proceeding is brought
determines that the person is entitled to such indemnity.  If any
person serving as a director or officer of the Registrant or as a
director or officer of another enterprise at the Registrant's
request is successful on the merits or otherwise in defense of
any action, suit or proceeding referred to above, said Section 28
requires that the Registrant indemnify such person against
expenses actually and reasonably incurred by such person in
connection therewith.  Prior to indemnifying a person pursuant to
Section 28 of the Registrant's Bylaws, the Registrant must
determine that such person has met the specified standard of
conduct required for indemnification unless ordered by a court
and except as otherwise provided by the immediately preceding
sentence.  Such determination must be made by (y) a majority vote
of a quorum of the directors who were not party to the action,
suit or proceeding (or by independent legal counsel in a written
opinion if so directed by a quorum of disinterested directors or
if such a quorum is not obtainable), or (z) the stockholders.  If
the determination is adverse to the person seeking to be
indemnified, such person may cause the determination to be made
by a court having jurisdiction over the Registrant.  The
indemnification provided by Section 28 of the Registrant's Bylaws
is not exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, the
Registrant's Restated Certificate of Incorporation, the
Registrant's Bylaws, any agreement, vote of stockholders or
disinterested directors, policy of insurance or otherwise, both
as to action in their official capacities and as to action in
other capacities while holding their respective offices. 

     (e)  The Registrant has entered into indemnification
agreements with the Registrant's directors, Clifford W. Illig,
Neal L. Patterson, Michael E. Herman, Thomas A. McDonnell, Gerald
E. Bisbee, Jr., Thomas C. Tinstman, M.D. and John C. Danforth,
which, among other things, (a) confirm the present indemnity
permitted under the DGCL, (b) provide that, in addition, the
directors shall be indemnified to the fullest possible extent
permitted by law against all expenses (including attorneys'
fees), judgments, fines, and settlement amounts, paid or incurred
by them in any action or proceeding, including any action by or
in the right of the Registrant, on account of their services as a
director of the Registrant or as a director of any subsidiary of
the Registrant or as a director, officer, employee or agent of
any other company or enterprise when they are serving in such
capacities at the request of the Registrant, and (c) provide
procedures for notification and defense of a claim.  However, no
indemnity will be provided to any director on account of conduct
which is adjudged to be knowingly fraudulent, deliberately
dishonest or wilful misconduct.  The indemnification agreements
also provide that the Registrant will advance the expenses of
defending an action, lawsuit or other proceeding to the
indemnified director before <PAGE> the matter is disposed of if the
indemnitee agrees to repay any such advances to the Registrant if
it is later determined that he or she was not entitled to
indemnification.

     (f)  Section 28 of the Registrant's Bylaws permits the
Registrant to insure any person against any liability incurred by
such person by reason of the fact that such person is or was
serving as a director or officer of the Registrant or as a
director or officer of another enterprise at the Registrant's
request, whether or not the Registrant would have the power to
indemnify such person under the provisions described above.  The
Registrant has obtained directors' and officers' liability
insurance for each of its directors and executive officers which
(subject to certain limits and deductibles) (i) insures such
persons against loss arising from certain claims made against
them by reason of such persons being a director or officer, and
(ii) insures the Registrant against loss which it may be required
or permitted to pay as indemnification due such persons for
certain claims.  Such insurance may provide coverage for certain
matters as to which the Registrant may not be permitted by law to
provide indemnification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is incorporated by
reference herein.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

               (i)  To include any prospectus required by section
          10(a)(3) of the Securities Act;

               (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 thereto) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement;

               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and (1)(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 by the Registrant pursuant to Section
     13 or Section 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.

     (b)  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 Section 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act 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.


<PAGE>


                            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 the City
of Kansas City, State of Missouri, on March 7, 1997.

                                   CERNER CORPORATION


                                   By:  /s/ Clifford W. Illig
                                        Clifford W. Illig
                                        President

          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/ Neal L. Patterson    Chairman of the Board    March 7, 1997
Neal L. Patterson        and Director (Principal 
                         Executive Officer)


/s/ Clifford W. Illig
Clifford W. Illig        President and Director   March 7, 1997


/s/ Marc G. Naughton
Marc G. Naughton         (Principal Financial     March 7, 1997
                         and Accounting Officer)


/s/ Gerald E. Bisbee, Jr.
Gerald E. Bisbee, Jr.    Director                 March 7, 1997


/s/ Michael E. Herman
Michael E. Herman        Director                 March 7, 1997


/s/ Thomas C. Tinstman, M.D.
Thomas C. Tinstman, M.D. Director                 March 7, 1997


/s/ Thomas A. McDonnell
Thomas A. McDonnell      Director                 March 7, 1997


/s/ John C. Danforth
John C. Danforth         Director                 March 7, 1997


<PAGE>



                          EXHIBIT INDEX
                                                          Page    
Number                 Description                         No.  
4(a)      Restated Certificate of Incorporation,            *
          as amended through June 30, 1996 (filed 
          as Exhibit 3(a) to Registrant's Quarterly 
          Report on Form 10-Q for the quarter ended 
          June 30, 1996, and incorporated herein 
          by reference). 

4(b)      Bylaws of Registrant, as amended (filed as        *
          Exhibit 3 to Registrant's Quarterly Report on 
          Form 10-Q for the quarter ended July 1, 1995, 
          and incorporated herein by reference).  

4(c)      Specimen stock certificate (filed as Exhibit      *
          4(a) to Registrant's Registration Statement 
          on Form S-8 (File No. 33-15156) and incorporated 
          herein by reference).    

4(d)      Note Agreement between Cerner Corporation,        *
          Principal Mutual Life Insurance Company, and 
          Principal National Life Insurance Company dated 
          July 1, 1994 (filed as Exhibit 10(a) to 
          Registrant's Quarterly Report on Form 10-Q for 
          the quarter ended June 30, 1994, and incorporated
          herein by reference).    

4(e)      Credit Agreement between Cerner Corporation,      *
          Cerner Properties, Inc., Mark Twain Kansas Bank 
          and Harris Trust & Savings Bank dated April 18, 
          1994 (filed as Exhibit 10(b) to Registrant's 
          Quarterly Report on Form 10-Q for the quarter 
          ended June 30, 1994, and incorporated herein by
          reference).    

4(f)      Cerner Corporation Nonqualified Stock Option 
          Plan E.

4(g)      Form of Stock Option Agreement for Cerner 
          Corporation Nonqualified Stock Option Plan E.

5         Opinion of Stinson, Mag & Fizzell, P.C., 
          Counsel for the Registrant, with respect to the
          legality of the Common Stock of the Registrant
          registered hereby.  

23(a)     Consent of Registrant's Independent Accountants.

23(b)     Consent of Registrant's Counsel (contained in     *
          the Opinion of Counsel filed as Exhibit 5).  
_______________________________

*    Incorporated herein by reference.
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As filed with the Securities and Exchange Commission on April 10, 1997
                              Registration No. 33-_______

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                                
                      ____________________
                            FORM S-8
                     REGISTRATION STATEMENT
                             Under 
                   The Securities Act of 1933
                       __________________
                                
                       CERNER CORPORATION
     (Exact name of registrant as specified in its charter)
          DELAWARE                                43-1196944
(State or other jurisdiction of              (I.R.S. Employer 
incorporation or organization)               Identification No.)

  2800 ROCKCREEK PARKWAY, SUITE 601, KANSAS CITY, MISSOURI 64117
(Address of Principal Executive Offices)               (Zip Code)

                    _________________________

                        CERNER CORPORATION
                 NONQUALIFIED STOCK OPTION PLAN E
                     (Full title of the plan)

CLIFFORD W. ILLIG, 2800 ROCKCREEK PARKWAY, SUITE 601, KANSAS
CITY, MISSOURI 64117
             (Name and address of agent for service)

                          (816) 221-1024
  (Telephone number, including area code, of agent for service)

           PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:

                       JAMES W. ALLEN, ESQ.
                   STINSON, MAG & FIZZELL, P.C.
                           1201 WALNUT
                   KANSAS CITY, MISSOURI 64106
                          (816) 842-8600
                  ______________________________

                 CALCULATION OF REGISTRATION FEE

                                                  Proposed 
                     Amount       Proposed        maximum             Amount of
Title of securities  to be      maximum offering  aggregate         registration
to be registered   registered  price per share(1) offering price(1)      fee

Common Stock, 
$.01 par value   2,000,000(2)      $11.82         $23,640,000           $7,163

(1)  Pursuant to Rule 457(h) of the Securities Act of 1933, and
     solely for the purpose of calculating the amount of the
     registration fee, the proposed maximum offering price per
     share and proposed maximum aggregate offering price is based
     on the average of the bid and asked prices of the Common Stock
     on April 4, 1997 in the over-the-counter market as quoted on
     the National Association of Securities Dealers Automated
     Quotation National Market System.

(2)  The provisions of Rule 416 shall apply to this registration
     statement and the number of shares registered on this
     registration statement automatically shall increase or
     decrease as a result of stock splits, stock dividends or
     similar transactions.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with
the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference: (i) the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996; and (ii) the description of the
Common Stock of the Registrant which is contained in the Registrant's
Registration Statement on Form 8-A (File No. 0-15386), including any
amendments or reports filed for the purpose of updating such description.

          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities offered hereby remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents, except
in no event shall any information included in any such document
in response to Item 402(i), (k) or (l) of Regulation S-K be
deemed to constitute part of this Registration Statement.

          Any statement contained herein or 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
in any subsequently filed document which 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 applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of the Common Stock of the
Registrant registered pursuant to this Registration Statement
will be passed upon by Stinson, Mag & Fizzell, P.C., 1201 Walnut
Street, Kansas City, Missouri 64106.  As of March 31, 1997,
attorneys of such law firm owned in the aggregate 49,592 shares
of Common Stock of the Registrant.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  Section 145 of the Delaware General Corporation Law
(the "DGCL") (i) gives Delaware corporations broad powers to
indemnify their present and former directors and officers and
those of other enterprises, as well as certain other persons,
against expenses, judgments, fines and settlement amounts
incurred by such directors, officers or other persons in defense
of any action, suit or proceeding to which they are made parties
by reason of being or having been a director, officer, employee
or agent of the corporation, or of another enterprise at the
request of the corporation, subject to specified conditions and
exclusions, (ii) gives such directors, officers or other persons
who are successful in the defense of any action, suit or
proceeding the right to be indemnified, and (iii) authorizes the
corporation to purchase and maintain directors' and officers'
liability insurance.  The indemnification authorized by Section
145 of the DGCL is not exclusive of any other rights to which
those indemnified may be entitled under any bylaws, agreement,
vote of stockholders or disinterested directors, policy of
insurance or otherwise.

     (b)  Article Tenth of the Registrant's Restated Certificate
of Incorporation authorizes the Registrant to agree to indemnify
any of its directors, officers, employees or agents, and any
person who serves at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the fullest extent
permitted by the laws of the state of Delaware; provided that the
Registrant is not permitted to indemnify any person from or on
account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or wilful
misconduct.

     (c)  In accordance with Section 102(b)(7) of the DGCL,
Article Tenth of the Registrant's Restated Certificate of
Incorporation contains a provision eliminating a director's
personal liability to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted or authorized by the laws of the
state of Delaware.  Section 102(b)(7) of the DGCL prohibits the
elimination or limitation of a director's liability (1)  for any
breach of the director's duty of loyalty to the Registrant or its
stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of
law, (3) under Section 174 of the DGCL (relating to unlawful
dividend payments or stock redemptions or repurchases), or (4)
for any transaction from which the director derived an improper
personal benefit.

     (d)  Section 28 of the Registrant's Bylaws requires the
Registrant to indemnify any person (1) against all liabilities
and expenses actually and reasonably incurred by such person in
connection with any action, suit or proceeding (other than an
action by or in the right of the Registrant) or (2) against any
amounts paid in settlement and expenses actually and reasonably
incurred by such person in an action by or in the right of the
Registrant, in either case, by reason of the fact that such
person is or was serving as a director or officer of the
Registrant or as a director or officer of another enterprise at
the Registrant's request; provided that (a) such person must have
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the Registrant's best
interests and, with respect to any criminal action or proceeding,
that such person must have had no reasonable cause to believe
such person's conduct was unlawful, and (b) the Registrant is not
required to indemnify or advance expenses to such person in
connection with an action, suit or proceeding initiated by such
person unless the initiation of such action, suit or proceeding
was authorized by the Registrant's Board of Directors.  Said
Section 28 further provides that the Registrant shall not
indemnify any person for any liabilities or expenses incurred by
such person in connection with an action, suit or proceeding by
or in the right of the Registrant in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the Registrant, unless and only to the extent that the
court in which the action, suit or proceeding is brought
determines that the person is entitled to such indemnity.  If any
person serving as a director or officer of the Registrant or as a
director or officer of another enterprise at the Registrant's
request is successful on the merits or otherwise in defense of
any action, suit or proceeding referred to above, said Section 28
requires that the Registrant indemnify such person against
expenses actually and reasonably incurred by such person in
connection therewith.  Prior to indemnifying a person pursuant to
Section 28 of the Registrant's Bylaws, the Registrant must
determine that such person has met the specified standard of
conduct required for indemnification unless ordered by a court
and except as otherwise provided by the immediately preceding
sentence.  Such determination must be made by (y) a majority vote
of a quorum of the directors who were not party to the action,
suit or proceeding (or by independent legal counsel in a written
opinion if so directed by a quorum of disinterested directors or
if such a quorum is not obtainable), or (z) the stockholders.  If
the determination is adverse to the person seeking to be
indemnified, such person may cause the determination to be made
by a court having jurisdiction over the Registrant.  The
indemnification provided by Section 28 of the Registrant's Bylaws
is not exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, the
Registrant's Restated Certificate of Incorporation, the
Registrant's Bylaws, any agreement, vote of stockholders or
disinterested directors, policy of insurance or otherwise, both
as to action in their official capacities and as to action in
other capacities while holding their respective offices. 

     (e)  The Registrant has entered into indemnification
agreements with the Registrant's directors, Clifford W. Illig,
Neal L. Patterson, Michael E. Herman, Thomas A. McDonnell, Gerald
E. Bisbee, Jr., Thomas C. Tinstman, M.D. and John C. Danforth,
which, among other things, (a) confirm the present indemnity
permitted under the DGCL, (b) provide that, in addition, the
directors shall be indemnified to the fullest possible extent
permitted by law against all expenses (including attorneys'
fees), judgments, fines, and settlement amounts, paid or incurred
by them in any action or proceeding, including any action by or
in the right of the Registrant, on account of their services as a
director of the Registrant or as a director of any subsidiary of
the Registrant or as a director, officer, employee or agent of
any other company or enterprise when they are serving in such
capacities at the request of the Registrant, and (c) provide
procedures for notification and defense of a claim.  However, no
indemnity will be provided to any director on account of conduct
which is adjudged to be knowingly fraudulent, deliberately
dishonest or wilful misconduct.  The indemnification agreements
also provide that the Registrant will advance the expenses of
defending an action, lawsuit or other proceeding to the
indemnified director before
the matter is disposed of if the
indemnitee agrees to repay any such advances to the Registrant if
it is later determined that he or she was not entitled to
indemnification.

     (f)  Section 28 of the Registrant's Bylaws permits the
Registrant to insure any person against any liability incurred by
such person by reason of the fact that such person is or was
serving as a director or officer of the Registrant or as a
director or officer of another enterprise at the Registrant's
request, whether or not the Registrant would have the power to
indemnify such person under the provisions described above.  The
Registrant has obtained directors' and officers' liability
insurance for each of its directors and executive officers which
(subject to certain limits and deductibles) (i) insures such
persons against loss arising from certain claims made against
them by reason of such persons being a director or officer, and
(ii) insures the Registrant against loss which it may be required
or permitted to pay as indemnification due such persons for
certain claims.  Such insurance may provide coverage for certain
matters as to which the Registrant may not be permitted by law to
provide indemnification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index which
immediately precedes such exhibits and is incorporated by
reference herein.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

               (i)  To include any prospectus required by section
          10(a)(3) of the Securities Act;

               (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 thereto) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the Registration Statement;

               (iii) To include any material information with
          respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and (1)(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 by the Registrant pursuant to Section
     13 or Section 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.

     (b)  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 Section 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act 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.
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 the City
of Kansas City, State of Missouri, on March 7, 1997.

                                   CERNER CORPORATION

                                   By:  /s/ Clifford W. Illig
                                        Clifford W. Illig
                                        President

          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/ Neal L. Patterson    Chairman of the Board    March 7, 1997
Neal L. Patterson        and Director (Principal 
                         Executive Officer)

/s/ Clifford W. Illig
Clifford W. Illig        President and Director   March 7, 1997

/s/ Marc G. Naughton
Marc G. Naughton         (Principal Financial     March 7, 1997
                         and Accounting Officer)

/s/ Gerald E. Bisbee, Jr.
Gerald E. Bisbee, Jr.    Director                 March 7, 1997

/s/ Michael E. Herman
Michael E. Herman        Director                 March 7, 1997

/s/ Thomas C. Tinstman, M.D.
Thomas C. Tinstman, M.D. Director                 March 7, 1997

/s/ Thomas A. McDonnell
Thomas A. McDonnell      Director                 March 7, 1997

/s/ John C. Danforth
John C. Danforth         Director                 March 7, 1997
EXHIBIT INDEX
                                                          Page    
Number                 Description                         No.  
4(a)      Restated Certificate of Incorporation,            *
          as amended through June 30, 1996 (filed 
          as Exhibit 3(a) to Registrant's Quarterly 
          Report on Form 10-Q for the quarter ended 
          June 30, 1996, and incorporated herein 
          by reference). 

4(b)      Bylaws of Registrant, as amended (filed as        *
          Exhibit 3 to Registrant's Quarterly Report on 
          Form 10-Q for the quarter ended July 1, 1995, 
          and incorporated herein by reference).  

4(c)      Specimen stock certificate (filed as Exhibit      *
          4(a) to Registrant's Registration Statement 
          on Form S-8 (File No. 33-15156) and incorporated 
          herein by reference).    

4(d)      Note Agreement between Cerner Corporation,        *
          Principal Mutual Life Insurance Company, and 
          Principal National Life Insurance Company dated 
          July 1, 1994 (filed as Exhibit 10(a) to 
          Registrant's Quarterly Report on Form 10-Q for 
          the quarter ended June 30, 1994, and incorporated
          herein by reference).    

4(e)      Credit Agreement between Cerner Corporation,      *
          Cerner Properties, Inc., Mark Twain Kansas Bank 
          and Harris Trust & Savings Bank dated April 18, 
          1994 (filed as Exhibit 10(b) to Registrant's 
          Quarterly Report on Form 10-Q for the quarter 
          ended June 30, 1994, and incorporated herein by
          reference).    

4(f)      Cerner Corporation Nonqualified Stock Option 
          Plan E.

4(g)      Form of Stock Option Agreement for Cerner 
          Corporation Nonqualified Stock Option Plan E.

5         Opinion of Stinson, Mag & Fizzell, P.C., 
          Counsel for the Registrant, with respect to the
          legality of the Common Stock of the Registrant
          registered hereby.  

23(a)     Consent of Registrant's Independent Accountants.

23(b)     Consent of Registrant's Counsel (contained in     *
          the Opinion of Counsel filed as Exhibit 5).  
_______________________________

*    Incorporated herein by reference.