<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)
                            _____________________
                           
                            RESTRICTED STOCK 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         150,000     $4.9688           $745,320        $257.01
  =============================================================================
  *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
  
  Item 3.  INFORMATION INCORPORATED BY REFERENCE.
  
  There are hereby incorporated by reference in this Registration Statement
  the following documents and information heretofore filed under the 
  Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
  Securities and Exchange Commission:
  
     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995;
  
     (b)  All other reports filed by the Company with the Commission since
          December 31, 1995 pursuant to Section 12(a) or 15(b) of the
          Exchange Act;
  
     (c)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8A dated May 25, 1983,
          filed pursuant to Section 12(b) of the Exchange Act.
  
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act after the date of this Registration Statement
  and prior to the filing of a post-effective amendment which indicates that 
  all  securities  offered have been sold or which deregisters  all  securities 
  then  remaining  unsold, shall be deemed to be incorporated by  reference  in 
  this  Registration  Statement and to be part hereof from the date  of  filing 
  such documents.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  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 gave the 
  legal opinion as to the legality of the securities being registered 
  included as Exhibit 5.1 hereto.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  Article 7 of the New York Business Corporation Law authorizes every 
  New York corporation to indemnify its officers and directors under certain
  circumstances against liability incurred in connection with proceedings to
  which the officers or directors are made a party by reason of their re-
  lationship to the corporation.  Officers and directors may only be 
  indemnified where they have acted in good faith, the action taken was not
  against the interests of the corporation, and the action was lawful or 
  there was no reasonable cause to believe the action was unlawful.  In
  addition, in the case of an action brought in the right of the corporation,
  no indemnification may be made in respect of (1) a threatened action, or a
  pending action which is settled or otherwise disposed of, or (2) any claim,
  issue or matter as to which such person shall have been found to be liable
  to the corporation, unless a court of competent jurisdiction determines that 
  the person is fairly and reasonably entitled to indemnity.  It is also 
  provided that any officer or director (unless limited by the articles of
  incorporation of the corporation) who was successful, on the merits or 
<PAGE>  3
  otherwise, in the defense of any such proceeding shall be entitled to  indem-
  nification.  A corporation may also, under certain circumstances, pay for  or 
  reimburse the reasonable expenses incurred by an officer or director who is a 
  party to a proceeding in advance of final disposition of the proceeding.
  
  Article 13 of the Company's Certificate of Incorporation provides that no
  director shall be personally liable to the Company or any stockholder for
  damages for any breach of duty in such capacity, except if a judgment or
  other final adjudication adverse to the director establishes that (i) the
  director's acts or omissions were in bad faith or involved intentional mis-
  conduct or a knowing violation of law, (ii) the director personally gained
  in fact a financial profit or other advantage to which he was not legally
  entitled or (iii) the director's acts violated Section 719 of the Business
  Corporation Law of New York.  It further provides that if the Business 
  Corporation Law of New York is amended after approval by the stockholders
  of this provision to authorize corporate action further eliminating or 
  limiting the personal liability of directors, then the liability of 
  directors of the Company shall be eliminated or limited to the fullest
  extent permitted by the Business Corporation Law of New York, as so amended.
  
  Article 10 of the Company's By-Laws provides that the Company shall 
  indemnify to the full extent permitted by law any person made, or  
  threatened to be made, a party to any action or proceeding (whether civil  
  or  criminal  or otherwise) by reason of the fact that he,  his  testator  
  or intestate, is or was a director or officer of the Company or, at the
  written request of the Company, is or was serving, any other corporation,
  partnership, joint venture, trust, employee benefit plan or other enterprise, 
  in  any capacity against all amounts paid as a result of such action or  pro-
  ceeding.   It also provides that reasonable expenses actually and  
  necessarily  incurred in connection with any actual or threatened  
  action or proceeding, or in establishing the right to indemnification,  
  shall be paid by the Company in advance of the final disposition thereof
  on such terms as the Company shall determine.
  
  Officers and directors of the Company are covered by insurance which (with
  specified exceptions and within specified limitations) indemnifies them
  against damages, judgments, settlements and reasonable costs of investi-
  gation, defense and appeal arising from any alleged "wrongful act", meaning
  any breach of duty, neglect, error, misstatement, misleading statement,
  omission or act by the officers and directors of the Company in their 
  respective capacities as such.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  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
  
  Item 9.  UNDERTAKINGS.
  
  (a) The undersigned registrant hereby undertakes:
  
  (1) To file, during any period in which awards or transfers are being made,
  a post-effective amendment to this registration statement: (i) to include any
<PAGE>  4
  prospectus required by section 10(a)(3) of the Securities Act of 1933, as
  amended (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; (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 clauses (1)(i) and (1)(ii)
  do not apply if the information required to be included in the post-effective
  amendment by those clauses 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 unawarded at the termination
  of the offering.
  
  (b) The undersigned registrant hereby undertakes that, for the 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 any employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the 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 pursuant to the foregoing provisions, or otherwise, 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>  5
                                 SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of
  the requirements for filing on Form S-8 and has duly caused this 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.
  
  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
<PAGE>  6  
  (iii) A Majority of the Board of Directors:
  
      /S/ Edward S. Davis
      -------------------------                                 June 12, 1996
      Edward S. Davis
  
      /S/ Brian 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>  7
                               INDEX TO EXHIBITS
  
  
  Exhibit                                                   Sequentially
  Number                Description                         Numbered Page
  
  
  5.1         Opinion of Hughes Hubbard & Reed LLP as to the
              legality of the securities being registered         8
  
  23.1        Consent of Ernst & Young LLP                        9
  
  23.2        Consent of Counsel                            Included herein
                                                            in Exhibit 5.1
  
  24.1        Power of Attorney                             Included herein
                                                            at Signature page




<PAGE> 8  
                                                         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 150,000 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  Restricted  Stock  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 27, 1995 and May 11, 1995 (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 150,000 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>  9



                                                         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 Restricted Stock  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.
  
  
  
                                          ERNST & YOUNG LLP
  
  
  
  Stamford, Connecticut
  June 11, 1996
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FOR RESTICTED STOCK PLAN", "secsgml_size_bytes": 20318}]
{"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": "333-05899", "film-number": "96580320"}, "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)
                            _____________________
                           
                            RESTRICTED STOCK 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         150,000     $4.9688           $745,320        $257.01
  =============================================================================
  *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
  
  Item 3.  INFORMATION INCORPORATED BY REFERENCE.
  
  There are hereby incorporated by reference in this Registration Statement
  the following documents and information heretofore filed under the 
  Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
  Securities and Exchange Commission:
  
     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995;
  
     (b)  All other reports filed by the Company with the Commission since
          December 31, 1995 pursuant to Section 12(a) or 15(b) of the
          Exchange Act;
  
     (c)  The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8A dated May 25, 1983,
          filed pursuant to Section 12(b) of the Exchange Act.
  
  All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act after the date of this Registration Statement
  and prior to the filing of a post-effective amendment which indicates that 
  all  securities  offered have been sold or which deregisters  all  securities 
  then  remaining  unsold, shall be deemed to be incorporated by  reference  in 
  this  Registration  Statement and to be part hereof from the date  of  filing 
  such documents.
  
  Item 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  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 gave the 
  legal opinion as to the legality of the securities being registered 
  included as Exhibit 5.1 hereto.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  Article 7 of the New York Business Corporation Law authorizes every 
  New York corporation to indemnify its officers and directors under certain
  circumstances against liability incurred in connection with proceedings to
  which the officers or directors are made a party by reason of their re-
  lationship to the corporation.  Officers and directors may only be 
  indemnified where they have acted in good faith, the action taken was not
  against the interests of the corporation, and the action was lawful or 
  there was no reasonable cause to believe the action was unlawful.  In
  addition, in the case of an action brought in the right of the corporation,
  no indemnification may be made in respect of (1) a threatened action, or a
  pending action which is settled or otherwise disposed of, or (2) any claim,
  issue or matter as to which such person shall have been found to be liable
  to the corporation, unless a court of competent jurisdiction determines that 
  the person is fairly and reasonably entitled to indemnity.  It is also 
  provided that any officer or director (unless limited by the articles of
  incorporation of the corporation) who was successful, on the merits or
3
  otherwise, in the defense of any such proceeding shall be entitled to  indem-
  nification.  A corporation may also, under certain circumstances, pay for  or 
  reimburse the reasonable expenses incurred by an officer or director who is a 
  party to a proceeding in advance of final disposition of the proceeding.
  
  Article 13 of the Company's Certificate of Incorporation provides that no
  director shall be personally liable to the Company or any stockholder for
  damages for any breach of duty in such capacity, except if a judgment or
  other final adjudication adverse to the director establishes that (i) the
  director's acts or omissions were in bad faith or involved intentional mis-
  conduct or a knowing violation of law, (ii) the director personally gained
  in fact a financial profit or other advantage to which he was not legally
  entitled or (iii) the director's acts violated Section 719 of the Business
  Corporation Law of New York.  It further provides that if the Business 
  Corporation Law of New York is amended after approval by the stockholders
  of this provision to authorize corporate action further eliminating or 
  limiting the personal liability of directors, then the liability of 
  directors of the Company shall be eliminated or limited to the fullest
  extent permitted by the Business Corporation Law of New York, as so amended.
  
  Article 10 of the Company's By-Laws provides that the Company shall 
  indemnify to the full extent permitted by law any person made, or  
  threatened to be made, a party to any action or proceeding (whether civil  
  or  criminal  or otherwise) by reason of the fact that he,  his  testator  
  or intestate, is or was a director or officer of the Company or, at the
  written request of the Company, is or was serving, any other corporation,
  partnership, joint venture, trust, employee benefit plan or other enterprise, 
  in  any capacity against all amounts paid as a result of such action or  pro-
  ceeding.   It also provides that reasonable expenses actually and  
  necessarily  incurred in connection with any actual or threatened  
  action or proceeding, or in establishing the right to indemnification,  
  shall be paid by the Company in advance of the final disposition thereof
  on such terms as the Company shall determine.
  
  Officers and directors of the Company are covered by insurance which (with
  specified exceptions and within specified limitations) indemnifies them
  against damages, judgments, settlements and reasonable costs of investi-
  gation, defense and appeal arising from any alleged "wrongful act", meaning
  any breach of duty, neglect, error, misstatement, misleading statement,
  omission or act by the officers and directors of the Company in their 
  respective capacities as such.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  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
  
  Item 9.  UNDERTAKINGS.
  
  (a) The undersigned registrant hereby undertakes:
  
  (1) To file, during any period in which awards or transfers are being made,
  a post-effective amendment to this registration statement: (i) to include any
4
  prospectus required by section 10(a)(3) of the Securities Act of 1933, as
  amended (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; (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 clauses (1)(i) and (1)(ii)
  do not apply if the information required to be included in the post-effective
  amendment by those clauses 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 unawarded at the termination
  of the offering.
  
  (b) The undersigned registrant hereby undertakes that, for the 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 any employee benefit
  plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the 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 pursuant to the foregoing provisions, or otherwise, 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.
5
                                 SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of
  the requirements for filing on Form S-8 and has duly caused this 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.
  
  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
6  
  (iii) A Majority of the Board of Directors:
  
      /S/ Edward S. Davis
      -------------------------                                 June 12, 1996
      Edward S. Davis
  
      /S/ Brian 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
7
                               INDEX TO EXHIBITS
  
  
  Exhibit                                                   Sequentially
  Number                Description                         Numbered Page
  
  
  5.1         Opinion of Hughes Hubbard & Reed LLP as to the
              legality of the securities being registered         8
  
  23.1        Consent of Ernst & Young LLP                        9
  
  23.2        Consent of Counsel                            Included herein
                                                            in Exhibit 5.1
  
  24.1        Power of Attorney                             Included herein
                                                            at Signature page
8  
                                                         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 150,000 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  Restricted  Stock  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 27, 1995 and May 11, 1995 (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 150,000 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
9

                                                         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 Restricted Stock  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.
  
  
  
                                          ERNST & YOUNG LLP
  
  
  
  Stamford, Connecticut
  June 11, 1996