<PAGE>  1
     As Filed With The Securities And Exchange Commission on June 13, 1996
                                       Registration Statement No. 33-
  =============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                            ---------------------
                                  FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                            _____________________
  
                           COGNITRONICS CORPORATION
  
             (Exact name of registrant as specified in its charter)

         New York                                      13-1953544
      (State or other jurisdiction of               (IRS Employer
       incorporation or organization)                Identification No.)
  
                              3 Corporate Drive
                      Danbury, Connecticut  06810-4130
  (Address, including Zip Code, of Registrant's Principal Executive Offices)
                            _____________________
                           
                            1990 STOCK OPTION PLAN
                           (Full Title of the Plan)
                            _____________________
  
                               Harold F. Mayer
                          Cognitronics Corporation
                              3 Corporate Drive
                      Danbury, Connecticut  06810-4130
                               (203) 830-3400
  
         (Name, Address, including Zip Code, and Telephone Number, 
                including Area Code, of Agent for Service)
                            _____________________
  
                                   Copy to:
                            EDWARD S. DAVIS, ESQ.
                          Hughes Hubbard & Reed LLP
                            One Battery Park Plaza
                       New York, New York  10004-1482
  =============================================================================
                       CALCULATION OF REGISTRATION FEE
  =============================================================================
  Title of                 Proposed          Proposed
  Securities   Amount      Maximum           Maximum         Amount of 
  to be        to be       Offering          Aggregate       Registration
  Registered   Registered  Price per Share*  Offering Price*    Fee
  _____________________________________________________________________________
  Common 
  Stock
  Par Value
  $.20         450,000     $4.9688           $2,235,960      $771.02
  =============================================================================
  *Estimated solely for the purpose of calculating the registration fee on  the 
  basis  of  the average of the high and low price of the  Registrant's  Common 
  Stock as reported on the American Stock Exchange on June 10, 1996.
<PAGE>  2
                                     PART II
  
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  INFORMATION INCORPORATED BY REFERENCE
  
  Pursuant to General Instruction E of the Form S-8 Registration Statement
  under the Securities Act of 1933, the contents of Registration Statement
  No. 33-42544, registering the original issuance of securities pursuant to
  the 1990 Stock Option Plan, and all amendments thereto, are hereby in-
  corporated by reference.
  
  Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
  Edward S. Davis, a member of the Board of Directors of the Company, is
  a partner in the law firm of Hughes Hubbard & Reed LLP, which rendered the 
  legal opinion as to the legality of the securities being registered 
  included as Exhibit 5.1 hereto.
  
  Item 8.  EXHIBITS.
  
  5.1      Opinion of Hughes Hubbard & Reed LLP as to the legality of the
           securities being registered
  23.1     Consent of Ernst & Young LLP
  23.2     Consent of Counsel (included in Exhibit 5.1)
  24.1     Power of Attorney
  
                                 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 regi-
  stration statement to be signed on its behalf by the undersigned, there-
  unto duly authorized, in the City of Danbury, State of Connecticut, on
  June 12, 1996.
  
                                              COGNITRONICS CORPORATION
  
                                              By /S/ Harold F. Mayer
                                              --------------------------
                                              Harold F. Mayer, Secretary      
  
                               POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below  constitutes  and appoints Brian J. Kelley, Harold  F.  Mayer,  Garrett 
  Sullivan  and  Edward  S. Davis his true  and  lawful  attorneys-in-fact  and 
  agents,  each acting alone, with full and several power of substitution,  for 
  him and in his name, place and stead, in any and all capacities, to sign  any 
  or  all amendments, including post-effective amendments, and  supplements  to 
  this registration statement, and to file the same, with all exhibits thereun-
  to  and  other  documents in connection therewith, with  the  Securities  and 
  Exchange  Commission, granting unto said attorneys-in-fact and  agents,  full 
  power and authority to do and perform each and every act and thing  requisite 
  and  necessary to be done in and about the premises, as fully to all  intents 
  and purposes as they or he might or could do in person, hereby ratifying and 
  confirming all that said attorneys-in-fact and agents, or his substitute
  or substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE> 3
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on
  the date indicated.
  
  
       Signature                     Capacity                       Date
  
  (i) Principal Executive Officer:
  
      /S/Brian J. Kelley
      -------------------------     President and Chief         June 12, 1996
      Brian J. Kelley               Executive Officer
  
  (ii) Principal Financial and
       Accounting Officer:
  
      /S/ Garrett Sullivan
      -------------------------     Treasurer and Chief         June 12, 1996
      Garrett Sullivan              Financial Officer
  
  
  (iii) A Majority of the Board of Directors:
  
      /S/ Edward S. Davis                                       June 12, 1996
      ------------------------- 
      Edward S. Davis
  
      /S/ Brain J. Kelley                                       June 12, 1996
      -------------------------
      Brian J. Kelley
  
      /S/ Jack Meehan                                           June 12, 1996
      -------------------------
      Jack Meehan
  
  
      -------------------------
      William A. Merritt
  
      /S/ Timothy P. Murphy                                     June 12, 1996
      -------------------------
      Timothy P. Murphy
  
      /S/ David H. Shepard                                      June 12, 1996
      -------------------------
      David H. Shepard
  
      /S/ Roy A. Strutt                                         June 12, 1996
      -------------------------
      Roy A. Strutt




  
<PAGE>  4  
                               INDEX TO EXHIBITS
  
  
  Exhibit                                                   Sequentially
  Number                Description                         Numbered Page
  
  
  5.1         Opinion of Hughes Hubbard & Reed LLP as to the      5
              legality of the securities being registered
  
  23.1        Consent of Ernst & Young LLP                        6
  
  23.2        Consent of Counsel                            Included herein
                                                            in Exhibit 5.1
  
  24.1        Power of Attorney                             Included herein
                                                            at Signature page
  




<PAGE>  5  
                                                         Exhibit 5.1
  
  
  June 11, 1996
  
  
  Cognitronics Corporation
  3 Corporate Drive
  Danbury, CT  06810
  
  Dear Sirs:
  
  You have requested our opinion in connection with the Registration  Statement 
  on  Form S-8 (the "Registration Statement") of Cognitronics Corporation  (the 
  "Company"), under which the offer and sale of 450,000 shares of Common Stock, 
  par  value  $0.20 per share (the "Common Stock"),  of the Company  is  to  be 
  registered  in  connection  with the Company's 1990 Stock  Option  Plan  (the 
  "Plan").
  
  In  this connection, and as a basis for the opinion expressed below, we  have 
  examined and relied upon originals or copies, certified or otherwise  identi-
  fied to our satisfaction, of such documents, corporate records,  certificates 
  and other instruments including resolutions adopted by the Board of Directors 
  of the Company on March 4, 1993, May 18, 1994, March 5, 1996 and May 9,  1996 
  (the  "Resolutions"),  and we have made such examination of law  as  we  have 
  deemed necessary or appropriate for the purposes of this opinion.
  
  The law covered by the opinion set forth below is limited to the laws of  the 
  State of New York.
  
  Based  upon the foregoing, assuming that any acceleration of vesting  by  the 
  Compensation Committee is, as required by the Plan, in return for  reasonable 
  benefits to the Company, it is our opinion that the 450,000 shares of  Common 
  Stock,  when issued in accordance with the terms of the Plan and the  Resolu-
  tions, will be legally issued, fully paid and (subject to Section 630 of  the 
  New York Business Corporation Law) nonassessable.  The ten largest sharehold-
  ers  of a New York corporation, no shares of which are listed on  a  national 
  securities exchange or regularly quoted in an over-the-counter market by  one 
  or more members of a national or an affiliated securities association, may be 
  personally  liable, jointly and severally, under Section 630 of the New  York 
  Business Corporation Law, for certain payments due to employees of the corpo-
  ration.
  
  We  hereby  consent  to  the filing of this opinion  as  an  exhibit  to  the 
  Registration  Statement.  In giving this consent we do not admit that we  are 
  in  the category of persons whose consent is required under Section 7 of  the 
  Securities  Act  of  1933, as amended, or the Rules and  Regulations  of  the 
  Securities and Exchange Commission thereunder.
  
  
  Very truly yours,
  
  
  
  /S/ Hughes Hubbard & Reed LLP
  Hughes Hubbard & Reed LLP
<PAGE>  6
                                                         Exhibit 23.1
  
  
                         CONSENT OF INDEPENDENT AUDITORS
  
  
  We  consent  to the incorporation by reference in the Registration  Statement 
  (Form S-8) pertaining to the Cognitronics Corporation 1990 Stock Option  Plan 
  of  our report dated March 13, 1996, with respect to the consolidated  finan-
  cial  statements  of Cognitronics Corporation included in its  Annual  Report 
  (Form  10-K) for the year ended December 31, 1995, filed with the  Securities 
  and Exchange Commission.
  
  
                                          /S/ Ernst & Young LLP 
                                          ERNST & YOUNG LLP
  
  
  
  Stamford, Connecticut
  June 11, 1996
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR STOCK OPTION PLAN", "secsgml_size_bytes": 11729}]
{"company-data": {"conformed-name": "COGNITRONICS CORP", "cik": "0000021438", "assigned-sic": "3661", "irs-number": "131953544", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05897", "film-number": "96580318"}, "business-address": {"street1": "3 CORPORATE DR", "city": "DANBURY", "state": "CT", "zip": "06810-4130", "phone": "2038303400"}, "mail-address": {"street1": "3 CORPORATE DR", "city": "DANBURY", "state": "CT", "zip": "06810-4130"}}
1
     As Filed With The Securities And Exchange Commission on June 13, 1996
                                       Registration Statement No. 33-
  =============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                            ---------------------
                                  FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                            _____________________
  
                           COGNITRONICS CORPORATION
  
             (Exact name of registrant as specified in its charter)

         New York                                      13-1953544
      (State or other jurisdiction of               (IRS Employer
       incorporation or organization)                Identification No.)
  
                              3 Corporate Drive
                      Danbury, Connecticut  06810-4130
  (Address, including Zip Code, of Registrant's Principal Executive Offices)
                            _____________________
                           
                            1990 STOCK OPTION PLAN
                           (Full Title of the Plan)
                            _____________________
  
                               Harold F. Mayer
                          Cognitronics Corporation
                              3 Corporate Drive
                      Danbury, Connecticut  06810-4130
                               (203) 830-3400
  
         (Name, Address, including Zip Code, and Telephone Number, 
                including Area Code, of Agent for Service)
                            _____________________
  
                                   Copy to:
                            EDWARD S. DAVIS, ESQ.
                          Hughes Hubbard & Reed LLP
                            One Battery Park Plaza
                       New York, New York  10004-1482
  =============================================================================
                       CALCULATION OF REGISTRATION FEE
  =============================================================================
  Title of                 Proposed          Proposed
  Securities   Amount      Maximum           Maximum         Amount of 
  to be        to be       Offering          Aggregate       Registration
  Registered   Registered  Price per Share*  Offering Price*    Fee
  _____________________________________________________________________________
  Common 
  Stock
  Par Value
  $.20         450,000     $4.9688           $2,235,960      $771.02
  =============================================================================
  *Estimated solely for the purpose of calculating the registration fee on  the 
  basis  of  the average of the high and low price of the  Registrant's  Common 
  Stock as reported on the American Stock Exchange on June 10, 1996.
2
                                     PART II
  
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  INFORMATION INCORPORATED BY REFERENCE
  
  Pursuant to General Instruction E of the Form S-8 Registration Statement
  under the Securities Act of 1933, the contents of Registration Statement
  No. 33-42544, registering the original issuance of securities pursuant to
  the 1990 Stock Option Plan, and all amendments thereto, are hereby in-
  corporated by reference.
  
  Item 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
  Edward S. Davis, a member of the Board of Directors of the Company, is
  a partner in the law firm of Hughes Hubbard & Reed LLP, which rendered the 
  legal opinion as to the legality of the securities being registered 
  included as Exhibit 5.1 hereto.
  
  Item 8.  EXHIBITS.
  
  5.1      Opinion of Hughes Hubbard & Reed LLP as to the legality of the
           securities being registered
  23.1     Consent of Ernst & Young LLP
  23.2     Consent of Counsel (included in Exhibit 5.1)
  24.1     Power of Attorney
  
                                 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 regi-
  stration statement to be signed on its behalf by the undersigned, there-
  unto duly authorized, in the City of Danbury, State of Connecticut, on
  June 12, 1996.
  
                                              COGNITRONICS CORPORATION
  
                                              By /S/ Harold F. Mayer
                                              --------------------------
                                              Harold F. Mayer, Secretary      
  
                               POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below  constitutes  and appoints Brian J. Kelley, Harold  F.  Mayer,  Garrett 
  Sullivan  and  Edward  S. Davis his true  and  lawful  attorneys-in-fact  and 
  agents,  each acting alone, with full and several power of substitution,  for 
  him and in his name, place and stead, in any and all capacities, to sign  any 
  or  all amendments, including post-effective amendments, and  supplements  to 
  this registration statement, and to file the same, with all exhibits thereun-
  to  and  other  documents in connection therewith, with  the  Securities  and 
  Exchange  Commission, granting unto said attorneys-in-fact and  agents,  full 
  power and authority to do and perform each and every act and thing  requisite 
  and  necessary to be done in and about the premises, as fully to all  intents 
  and purposes as they or he might or could do in person, hereby ratifying and 
  confirming all that said attorneys-in-fact and agents, or his substitute
  or substitutes, may lawfully do or cause to be done by virtue hereof.
3
  Pursuant to the requirements of the Securities Act of 1933, this registration
  statement has been signed by the following persons in the capacities and on
  the date indicated.
  
  
       Signature                     Capacity                       Date
  
  (i) Principal Executive Officer:
  
      /S/Brian J. Kelley
      -------------------------     President and Chief         June 12, 1996
      Brian J. Kelley               Executive Officer
  
  (ii) Principal Financial and
       Accounting Officer:
  
      /S/ Garrett Sullivan
      -------------------------     Treasurer and Chief         June 12, 1996
      Garrett Sullivan              Financial Officer
  
  
  (iii) A Majority of the Board of Directors:
  
      /S/ Edward S. Davis                                       June 12, 1996
      ------------------------- 
      Edward S. Davis
  
      /S/ Brain J. Kelley                                       June 12, 1996
      -------------------------
      Brian J. Kelley
  
      /S/ Jack Meehan                                           June 12, 1996
      -------------------------
      Jack Meehan
  
  
      -------------------------
      William A. Merritt
  
      /S/ Timothy P. Murphy                                     June 12, 1996
      -------------------------
      Timothy P. Murphy
  
      /S/ David H. Shepard                                      June 12, 1996
      -------------------------
      David H. Shepard
  
      /S/ Roy A. Strutt                                         June 12, 1996
      -------------------------
      Roy A. Strutt
4  
                               INDEX TO EXHIBITS
  
  
  Exhibit                                                   Sequentially
  Number                Description                         Numbered Page
  
  
  5.1         Opinion of Hughes Hubbard & Reed LLP as to the      5
              legality of the securities being registered
  
  23.1        Consent of Ernst & Young LLP                        6
  
  23.2        Consent of Counsel                            Included herein
                                                            in Exhibit 5.1
  
  24.1        Power of Attorney                             Included herein
                                                            at Signature page
5  
                                                         Exhibit 5.1
  
  
  June 11, 1996
  
  
  Cognitronics Corporation
  3 Corporate Drive
  Danbury, CT  06810
  
  Dear Sirs:
  
  You have requested our opinion in connection with the Registration  Statement 
  on  Form S-8 (the "Registration Statement") of Cognitronics Corporation  (the 
  "Company"), under which the offer and sale of 450,000 shares of Common Stock, 
  par  value  $0.20 per share (the "Common Stock"),  of the Company  is  to  be 
  registered  in  connection  with the Company's 1990 Stock  Option  Plan  (the 
  "Plan").
  
  In  this connection, and as a basis for the opinion expressed below, we  have 
  examined and relied upon originals or copies, certified or otherwise  identi-
  fied to our satisfaction, of such documents, corporate records,  certificates 
  and other instruments including resolutions adopted by the Board of Directors 
  of the Company on March 4, 1993, May 18, 1994, March 5, 1996 and May 9,  1996 
  (the  "Resolutions"),  and we have made such examination of law  as  we  have 
  deemed necessary or appropriate for the purposes of this opinion.
  
  The law covered by the opinion set forth below is limited to the laws of  the 
  State of New York.
  
  Based  upon the foregoing, assuming that any acceleration of vesting  by  the 
  Compensation Committee is, as required by the Plan, in return for  reasonable 
  benefits to the Company, it is our opinion that the 450,000 shares of  Common 
  Stock,  when issued in accordance with the terms of the Plan and the  Resolu-
  tions, will be legally issued, fully paid and (subject to Section 630 of  the 
  New York Business Corporation Law) nonassessable.  The ten largest sharehold-
  ers  of a New York corporation, no shares of which are listed on  a  national 
  securities exchange or regularly quoted in an over-the-counter market by  one 
  or more members of a national or an affiliated securities association, may be 
  personally  liable, jointly and severally, under Section 630 of the New  York 
  Business Corporation Law, for certain payments due to employees of the corpo-
  ration.
  
  We  hereby  consent  to  the filing of this opinion  as  an  exhibit  to  the 
  Registration  Statement.  In giving this consent we do not admit that we  are 
  in  the category of persons whose consent is required under Section 7 of  the 
  Securities  Act  of  1933, as amended, or the Rules and  Regulations  of  the 
  Securities and Exchange Commission thereunder.
  
  
  Very truly yours,
  
  
  
  /S/ Hughes Hubbard & Reed LLP
  Hughes Hubbard & Reed LLP
6
                                                         Exhibit 23.1
  
  
                         CONSENT OF INDEPENDENT AUDITORS
  
  
  We  consent  to the incorporation by reference in the Registration  Statement 
  (Form S-8) pertaining to the Cognitronics Corporation 1990 Stock Option  Plan 
  of  our report dated March 13, 1996, with respect to the consolidated  finan-
  cial  statements  of Cognitronics Corporation included in its  Annual  Report 
  (Form  10-K) for the year ended December 31, 1995, filed with the  Securities 
  and Exchange Commission.
  
  
                                          /S/ Ernst & Young LLP 
                                          ERNST & YOUNG LLP
  
  
  
  Stamford, Connecticut
  June 11, 1996