content: <PAGE>   1
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
                                                         REGISTRATION NO. 333-[  ]
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              ------------------------
   
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                              ------------------------
   
                                PRIMARK CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
   
  <TABLE>
  <S>                                            <C>
                    MICHIGAN                                      38-2383282
          (STATE OR OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NO.)
        OF INCORPORATION OR ORGANIZATION)
  </TABLE>
   
                              ------------------------
   
                           1000 WINTER STREET, SUITE 4300
                            WALTHAM, MASSACHUSETTS 02154
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
   
                            PRIMARK CORPORATION SAVINGS
                              AND STOCK OWNERSHIP PLAN
                              (FULL TITLE OF THE PLAN)
   
                              MICHAEL R. KARGULA, ESQ.
                       SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                   AND SECRETARY
                                PRIMARK CORPORATION
                           1000 WINTER STREET, SUITE 4300
                            WALTHAM, MASSACHUSETTS 02154
                                   (617) 466-6611
  (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
   
                              ------------------------
   
                          CALCULATION OF REGISTRATION FEE
   
  <TABLE>
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
   
  <CAPTION>
                                                                       PROPOSED
                                                        PROPOSED        MAXIMUM
                                         AMOUNT     MAXIMUM OFFERING   AGGREGATE      AMOUNT OF
          TITLE OF SECURITIES             TO BE          PRICE         OFFERING      REGISTRATION
           TO BE REGISTERED            REGISTERED     PER SHARE(1)     PRICE(1)         FEE(1)
  -------------------------------------------------------------------------------------------------
  <S>                                    <C>            <C>          <C>              <C>
  Common Stock, without par value....    250,000        $24.875      $6,218,750.00    $1,884.47
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  </TABLE>
   
  (1) Estimated solely for the purpose of calculating the registration fee
      pursuant to Securities Act Rule 457(h) based upon the average of the high
      and low prices for shares of the Registrant's Common Stock as reported on
      the New York Stock Exchange on December 6, 1996.
   
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  Registration Statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the Primark Corporation Savings and Stock Ownership
  Plan, As Amended.
   
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  <PAGE>   2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
   
                                  EXPLANATORY NOTE
   
       In accordance with the instructional Note to Part I of Form S-8 as
  promulgated by the Securities and Exchange Commission, the information specified
  by Part I of Form S-8 has been omitted from this Registration Statement on Form
  S-8 for offers of Common Stock pursuant to the Plan.
  <PAGE>   3
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
   
       The following documents filed by Primark Corporation (the "Corporation" or
  the "Registrant") with the Securities and Exchange Commission (the "Commission")
  are hereby incorporated herein by reference:
   
             (i) Annual Report on Form 10-K for the fiscal year ended December 31,
                 1995;
   
            (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
                 1996, June 30, 1996, and September 30, 1996;
   
           (iii) Current Reports on Form 8-K filed August 15, 1996 and November
                 14, 1996;
   
            (iv) The description of the Corporation's Common Stock contained in
                 the Corporation's Form 10 dated November 17, 1981, the
                 Corporation's Form 8-A dated October 18, 1985, the Corporation's
                 Form 8-A dated January 13, 1988, and the Corporation's Form 8-A
                 dated June 16, 1992.
   
       All documents filed by the Corporation 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
  of the Corporation's Common Stock offered hereby has been sold or which
  withdraws from registration such Common Stock then remaining unsold, shall be
  deemed to be incorporated in this Registration Statement by reference and to be
  a part hereof from the date of filing such documents. Any statement contained in
  a document incorporated or deemed to be incorporated by reference in this
  Registration Statement shall be deemed to be modified or superseded for purposes
  of this Registration Statement to the extent that a statement contained herein
  or in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any 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 securities of the Corporation being registered hereby
  has been passed upon by Michael R. Kargula, Esq., General Counsel to the
  Corporation. As of December 9, 1996, Mr. Kargula beneficially owned 400,230
  shares of Corporation Common Stock. This number of shares beneficially owned by
  Mr. Kargula as of December 9, 1996, does not include a currently indeterminable
  number of shares that will be allocated to Mr. Kargula's account under the
  Primark Corporation Employee Stock Ownership Plan on or about December 31, 1996.
   
       The audited financial statements and schedules incorporated by reference in
  this Registration Statement have been examined by Deloitte & Touche LLP,
  independent certified public accountants, as set forth in their report
  incorporated by reference herein, and are included in reliance upon the
  authority of such firm as experts in auditing and accounting.
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
       Sections 561 and 571 of the Michigan Business Corporation Act (the "MBCA")
  contain detailed provisions concerning the indemnification of directors,
  officers, employees, and agents against judgments, penalties, fines and amounts
  paid in settlement of litigation that they may incur in their capacity as such.
   
       Article VIII of the Articles of Incorporation of the Registrant provides
  that the Registrant shall indemnify any person who is or was a director or
  officer of the Registrant or is or was serving at the request of the Registrant
  as a director, officer, employee, or agent of another corporation, partnership,
  joint venture, trust
   
                                        II-1
  <PAGE>   4
   
  or other enterprise against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  person in connection with any threatened, pending or completed action, suit, or
  proceeding to the full extent provided by the MBCA from time to time in effect.
   
       Section 6.1 of the By-laws of the Registrant provides that the Registrant
  shall indemnify its officers, directors, employees, agents and other persons to
  the fullest extent to which corporations are empowered to indemnify such persons
  at law.
   
       Article IX of the Articles of Incorporation of the Registrant provides that
  a director of the Registrant shall not be personally liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except for liability (i) for any breach of the director's duty of
  loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
  good faith or that involve intentional misconduct or a knowing violation of law,
  (iii) for a violation of Section 551(1) of the MBCA or (iv) for any transaction
  from which the director derived any improper personal benefit.
   
       The Corporation maintains a director's and officer's liability insurance
  policy that covers its directors and officers for certain claims and actions
  incurred in the course of their duties, including, under certain circumstances,
  alleged violations of the Securities Act of 1933, as amended.
   
       Pursuant to Section 11.3 of the Plan, the Corporation has agreed to
  indemnify the employees of the Corporation and its subsidiaries who administer
  the Plan to the fullest extent permitted by law.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
   
       Not applicable.
   
  ITEM 8. EXHIBITS.
   
       The exhibits listed on the Index of Exhibits of this Registration Statement
  are filed herewith or are incorporated herein by reference to other filings.
   
       Pursuant to subsection (b) of this Item, the Registrant undertakes to
  submit the Plan to the Internal Revenue Service ("IRS") in a timely manner and
  will make all changes required by the IRS in order to qualify the Plan.
   
  ITEM 9. UNDERTAKINGS.
   
       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 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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective 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.
   
                                        II-2
  <PAGE>   5
   
            Provided, however, that paragraphs (i) and (ii) do not apply if the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed 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 posteffective 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;
   
            4. 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 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; and
   
            5. Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Registrant pursuant to the foregoing provisions, or
       otherwise, the Registrant has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable. In the event that a
       claim for indemnification against such liabilities (other than the payment
       by the Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
   
                                        II-3
  <PAGE>   6
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham, Commonwealth of Massachusetts on December
  10, 1996.
   
                                            PRIMARK CORPORATION
   
                                                
                                            By:  /s/ STEPHEN H. CURRAN
                                                -----------------------------
                                                Stephen H. Curran
                                                Senior Vice President and
                                                Chief Financial Officer
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on the dates indicated, and each undersigned director
  and/or officer hereby constitutes and appoints J.E. Kasputys, M. R. Kargula, and
  S. H. Curran and each of them (with full power to each of them to act alone),
  his or her true and lawful attorneys-in-fact and agents with full power of
  substitution and resubstitution, for him or her and on his or her behalf and in
  his or her name, place and stead, in any and all capacities, to sign, execute
  and file with the Commission (or any other governmental or regulatory authority)
  this Registration Statement on Form S-8 (or any other appropriate form), and any
  and all amendments (including post-effective amendments) thereto, with all
  exhibits and any and all documents required to be filed with respect thereto,
  relating to the registration under the Securities Act of 1933 of shares of the
  Corporation's common stock authorized to be issued or sold pursuant to the
  Corporation's Savings and Stock Ownership Plan, and of plan interests in such
  Plan, granting unto said attorneys, and each of them, full power and authority
  to do and to perform each and every act and thing requisite and necessary to be
  done in order to effectuate the same as fully to all intents and purposes as he
  himself or she herself might or could do if personally present, hereby ratifying
  and confirming all that said attorneys-in-fact and agents, or any of them, may
  lawfully do or cause to be done by virtue hereof.
   
  <TABLE>
  <CAPTION>
                   SIGNATURES                               TITLES                    DATE
  ---------------------------------------------  ----------------------------  ------------------
  <C>                                            <S>                             <C>
             /s/ JOSEPH E. KASPUTYS              Chairman, President and         December 9, 1996
  ---------------------------------------------  Chief Executive Officer
               Joseph E. Kasputys                (Principal Executive
                                                 Officer)
  
              /s/ STEPHEN H. CURRAN              Senior Vice President and       December 9, 1996
  ---------------------------------------------  Chief Financial Officer
                Stephen H. Curran                (Principal Financial and
                                                 Accounting Officer)
  
              /s/ KEVIN J. BRADLEY               Director                        December 9, 1996
  ---------------------------------------------
                Kevin J. Bradley
  
                /s/ JOHN C. HOLT                 Executive Vice President        December 9, 1996
  ---------------------------------------------  and Director
                  John C. Holt
  
               /s/ STEVEN LAZARUS                Director                        December 9, 1996
  ---------------------------------------------
                 Steven Lazarus
  
            /s/ PATRICIA G. McGINNIS             Director                        December 9, 1996
  ---------------------------------------------
              Patricia G. McGinnis
  
              /s/ JONATHAN NEWCOMB               Director                        December 9, 1996
  ---------------------------------------------
                Jonathan Newcomb
  
             /s/ CONSTANCE K. WEAVER             Director                        December 9, 1996
  ---------------------------------------------
               Constance K. Weaver
  </TABLE>
   
                                        II-4
  <PAGE>   7
   
       Pursuant to the requirements of the Securities Act of 1933, the
  Administrator of the Primark Corporation Savings and Stock Ownership Plan has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of
  Massachusetts on December 10, 1996.
   
                                                
                                            By:  /s/ MICHAEL R. KARGULA
                                                ------------------------------
                                                Michael R. Kargula
                                                Administrator
   
                                        II-5
  <PAGE>   8
   
                                 INDEX OF EXHIBITS
   
  <TABLE>
  <S>            <C>
  Exhibit 4.1    Articles of Incorporation of the Registrant (incorporated by reference to
                 Exhibit 3.1 to the Registrant's Registration Statement No. 2-74688); Amendment
                 to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
                 the Registrant's 1985 Form 10-K, SEC File No. 00108260) ; Amendment dated
                 August 8, 1991 (incorporated by reference to Exhibit 3(a) to the Registrant's
                 Form 8-K dated August 9, 1991, SEC File No. 00108260); Amendment dated May 27,
                 1992 (incorporated by reference to Exhibit 3.1 to the Registrant's June 30,
                 1992 Form 10-Q, SEC File No. 00108260).
  
  Exhibit 4.2    By-laws of the Registrant, as amended (incorporated by reference to the
                 Registrant's September 30, 1990 Form 10-Q, SEC File No. 00108260).
  
  Exhibit 4.3    Rights Agreement, dated January 12, 1988, between the Registrant and Bankers
                 Trust Company, which includes, as Exhibit A thereto, the Rights Certificate
                 and, as Exhibit B thereto, the Summary of Rights to Purchase Common Stock
                 (incorporated by reference to Exhibit 28.1 to the Registrant's Form 8-K dated
                 January 14, 1988, SEC File No. 00108260); Certified copy of resolution amending
                 the Registrant's Rights Agreement (incorporated by reference to Exhibit 28.4 to
                 the Registrant's Form 8-K dated July 13, 1988, SEC File No. 00108260);
                 Amendment to Rights Agreement, dated April 9, 1990 (incorporated by reference
                 to Exhibit 28.1 to the Registrant's Form 8-K dated April 12, 1990, SEC File No.
                 00108260); Letter, dated May 10, 1990, regarding appointment of Bank of America
                 as new Rights Agent under the Rights Agreement, as amended (incorporated by
                 reference to Exhibit 28.1 to the Registrant's 1990 Form 10-K, SEC File No.
                 00108260); Amendment to Rights Agreement, dated May 31, 1992, between the
                 Registrant and Bank of America National Trust and Savings Association, as
                 Rights Agent (incorporated by reference to Exhibit 28.1 to the Registrant's
                 June 30, 1992 Form 10-Q, SEC File No. 00108260); Letter dated July 31, 1992
                 regarding appointment of The First National Bank of Boston as new Rights Agent
                 (incorporated by reference to Exhibit 28.2 to the Registrant's June 30, 1992
                 Form 10-Q, SEC File No. 00108260).
  
  Exhibit 4.4    Primark Corporation Savings and Stock Ownership Plan, filed herewith.
  
  Exhibit 5      Opinion of Michael R. Kargula, General Counsel of the Corporation, with respect
                 to the validity of the Common Stock being registered hereby, filed herewith.
  
  Exhibit 23.1   Consent of Deloitte & Touche LLP, independent accountants to the Corporation,
                 filed herewith.
  
  Exhibit 23.2   Consent of Leslie Sufrin and Company, P.C., filed herewith.
  
  Exhibit 23.3   Consent of Michael R. Kargula, General Counsel of the Corporation, contained in
                 his opinion filed as Exhibit 5 hereto.
  
  Exhibit 24.1   Power of Attorney (set forth in the signature page).
  </TABLE>
   
                                        II-6
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metadata_filer: {"company-data": {"conformed-name": "PRIMARK CORP", "cik": "0000356064", "assigned-sic": "8731", "irs-number": "382383282", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17567", "film-number": "96678588"}, "business-address": {"street1": "1000 WINTER STREET STE 4300N", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6174666611"}, "mail-address": {"street1": "1000 WINTER ST", "street2": "STE 4300 NORTH", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
text: 1
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
                                                         REGISTRATION NO. 333-[  ]
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              ------------------------
   
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                              ------------------------
   
                                PRIMARK CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  MICHIGAN                                      38-2383282
          (STATE OR OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NO.)
        OF INCORPORATION OR ORGANIZATION)
  ------------------------
   
                           1000 WINTER STREET, SUITE 4300
                            WALTHAM, MASSACHUSETTS 02154
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
   
                            PRIMARK CORPORATION SAVINGS
                              AND STOCK OWNERSHIP PLAN
                              (FULL TITLE OF THE PLAN)
   
                              MICHAEL R. KARGULA, ESQ.
                       SENIOR VICE PRESIDENT, GENERAL COUNSEL
                                   AND SECRETARY
                                PRIMARK CORPORATION
                           1000 WINTER STREET, SUITE 4300
                            WALTHAM, MASSACHUSETTS 02154
                                   (617) 466-6611
  (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
   
                              ------------------------
   
                          CALCULATION OF REGISTRATION FEE
   
  
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  PROPOSED
                                                        PROPOSED        MAXIMUM
                                         AMOUNT     MAXIMUM OFFERING   AGGREGATE      AMOUNT OF
          TITLE OF SECURITIES             TO BE          PRICE         OFFERING      REGISTRATION
           TO BE REGISTERED            REGISTERED     PER SHARE(1)     PRICE(1)         FEE(1)
  -------------------------------------------------------------------------------------------------
  Common Stock, without par value....    250,000        $24.875      $6,218,750.00    $1,884.47
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  (1) Estimated solely for the purpose of calculating the registration fee
      pursuant to Securities Act Rule 457(h) based upon the average of the high
      and low prices for shares of the Registrant's Common Stock as reported on
      the New York Stock Exchange on December 6, 1996.
   
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  Registration Statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the Primark Corporation Savings and Stock Ownership
  Plan, As Amended.
   
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  2
   
                                       PART I
   
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
   
                                  EXPLANATORY NOTE
   
       In accordance with the instructional Note to Part I of Form S-8 as
  promulgated by the Securities and Exchange Commission, the information specified
  by Part I of Form S-8 has been omitted from this Registration Statement on Form
  S-8 for offers of Common Stock pursuant to the Plan.
  3
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
   
       The following documents filed by Primark Corporation (the "Corporation" or
  the "Registrant") with the Securities and Exchange Commission (the "Commission")
  are hereby incorporated herein by reference:
   
             (i) Annual Report on Form 10-K for the fiscal year ended December 31,
                 1995;
   
            (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
                 1996, June 30, 1996, and September 30, 1996;
   
           (iii) Current Reports on Form 8-K filed August 15, 1996 and November
                 14, 1996;
   
            (iv) The description of the Corporation's Common Stock contained in
                 the Corporation's Form 10 dated November 17, 1981, the
                 Corporation's Form 8-A dated October 18, 1985, the Corporation's
                 Form 8-A dated January 13, 1988, and the Corporation's Form 8-A
                 dated June 16, 1992.
   
       All documents filed by the Corporation 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
  of the Corporation's Common Stock offered hereby has been sold or which
  withdraws from registration such Common Stock then remaining unsold, shall be
  deemed to be incorporated in this Registration Statement by reference and to be
  a part hereof from the date of filing such documents. Any statement contained in
  a document incorporated or deemed to be incorporated by reference in this
  Registration Statement shall be deemed to be modified or superseded for purposes
  of this Registration Statement to the extent that a statement contained herein
  or in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any 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 securities of the Corporation being registered hereby
  has been passed upon by Michael R. Kargula, Esq., General Counsel to the
  Corporation. As of December 9, 1996, Mr. Kargula beneficially owned 400,230
  shares of Corporation Common Stock. This number of shares beneficially owned by
  Mr. Kargula as of December 9, 1996, does not include a currently indeterminable
  number of shares that will be allocated to Mr. Kargula's account under the
  Primark Corporation Employee Stock Ownership Plan on or about December 31, 1996.
   
       The audited financial statements and schedules incorporated by reference in
  this Registration Statement have been examined by Deloitte & Touche LLP,
  independent certified public accountants, as set forth in their report
  incorporated by reference herein, and are included in reliance upon the
  authority of such firm as experts in auditing and accounting.
   
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   
       Sections 561 and 571 of the Michigan Business Corporation Act (the "MBCA")
  contain detailed provisions concerning the indemnification of directors,
  officers, employees, and agents against judgments, penalties, fines and amounts
  paid in settlement of litigation that they may incur in their capacity as such.
   
       Article VIII of the Articles of Incorporation of the Registrant provides
  that the Registrant shall indemnify any person who is or was a director or
  officer of the Registrant or is or was serving at the request of the Registrant
  as a director, officer, employee, or agent of another corporation, partnership,
  joint venture, trust
   
                                        II-1
  4
   
  or other enterprise against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  person in connection with any threatened, pending or completed action, suit, or
  proceeding to the full extent provided by the MBCA from time to time in effect.
   
       Section 6.1 of the By-laws of the Registrant provides that the Registrant
  shall indemnify its officers, directors, employees, agents and other persons to
  the fullest extent to which corporations are empowered to indemnify such persons
  at law.
   
       Article IX of the Articles of Incorporation of the Registrant provides that
  a director of the Registrant shall not be personally liable to the Registrant or
  its stockholders for monetary damages for breach of fiduciary duty as a
  director, except for liability (i) for any breach of the director's duty of
  loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
  good faith or that involve intentional misconduct or a knowing violation of law,
  (iii) for a violation of Section 551(1) of the MBCA or (iv) for any transaction
  from which the director derived any improper personal benefit.
   
       The Corporation maintains a director's and officer's liability insurance
  policy that covers its directors and officers for certain claims and actions
  incurred in the course of their duties, including, under certain circumstances,
  alleged violations of the Securities Act of 1933, as amended.
   
       Pursuant to Section 11.3 of the Plan, the Corporation has agreed to
  indemnify the employees of the Corporation and its subsidiaries who administer
  the Plan to the fullest extent permitted by law.
   
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
   
       Not applicable.
   
  ITEM 8. EXHIBITS.
   
       The exhibits listed on the Index of Exhibits of this Registration Statement
  are filed herewith or are incorporated herein by reference to other filings.
   
       Pursuant to subsection (b) of this Item, the Registrant undertakes to
  submit the Plan to the Internal Revenue Service ("IRS") in a timely manner and
  will make all changes required by the IRS in order to qualify the Plan.
   
  ITEM 9. UNDERTAKINGS.
   
       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 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. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective 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.
   
                                        II-2
  5
   
            Provided, however, that paragraphs (i) and (ii) do not apply if the
            information required to be included in a post-effective amendment by
            those paragraphs is contained in periodic reports filed 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 posteffective 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;
   
            4. 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 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; and
   
            5. Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Registrant pursuant to the foregoing provisions, or
       otherwise, the Registrant has been advised that in the opinion of the
       Commission such indemnification is against public policy as expressed in
       the Securities Act and is, therefore, unenforceable. In the event that a
       claim for indemnification against such liabilities (other than the payment
       by the Registrant of expenses incurred or paid by a director, officer or
       controlling person of the Registrant in the successful defense of any
       action, suit or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities being registered, the
       Registrant will, unless in the opinion of its counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question whether such indemnification by it is against
       public policy as expressed in the Securities Act and will be governed by
       the final adjudication of such issue.
   
                                        II-3
  6
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham, Commonwealth of Massachusetts on December
  10, 1996.
   
                                            PRIMARK CORPORATION
   
                                                
                                            By:  /s/ STEPHEN H. CURRAN
                                                -----------------------------
                                                Stephen H. Curran
                                                Senior Vice President and
                                                Chief Financial Officer
   
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on the dates indicated, and each undersigned director
  and/or officer hereby constitutes and appoints J.E. Kasputys, M. R. Kargula, and
  S. H. Curran and each of them (with full power to each of them to act alone),
  his or her true and lawful attorneys-in-fact and agents with full power of
  substitution and resubstitution, for him or her and on his or her behalf and in
  his or her name, place and stead, in any and all capacities, to sign, execute
  and file with the Commission (or any other governmental or regulatory authority)
  this Registration Statement on Form S-8 (or any other appropriate form), and any
  and all amendments (including post-effective amendments) thereto, with all
  exhibits and any and all documents required to be filed with respect thereto,
  relating to the registration under the Securities Act of 1933 of shares of the
  Corporation's common stock authorized to be issued or sold pursuant to the
  Corporation's Savings and Stock Ownership Plan, and of plan interests in such
  Plan, granting unto said attorneys, and each of them, full power and authority
  to do and to perform each and every act and thing requisite and necessary to be
  done in order to effectuate the same as fully to all intents and purposes as he
  himself or she herself might or could do if personally present, hereby ratifying
  and confirming all that said attorneys-in-fact and agents, or any of them, may
  lawfully do or cause to be done by virtue hereof.
  SIGNATURES                               TITLES                    DATE
  ---------------------------------------------  ----------------------------  ------------------
  /s/ JOSEPH E. KASPUTYS              Chairman, President and         December 9, 1996
  ---------------------------------------------  Chief Executive Officer
               Joseph E. Kasputys                (Principal Executive
                                                 Officer)
  
              /s/ STEPHEN H. CURRAN              Senior Vice President and       December 9, 1996
  ---------------------------------------------  Chief Financial Officer
                Stephen H. Curran                (Principal Financial and
                                                 Accounting Officer)
  
              /s/ KEVIN J. BRADLEY               Director                        December 9, 1996
  ---------------------------------------------
                Kevin J. Bradley
  
                /s/ JOHN C. HOLT                 Executive Vice President        December 9, 1996
  ---------------------------------------------  and Director
                  John C. Holt
  
               /s/ STEVEN LAZARUS                Director                        December 9, 1996
  ---------------------------------------------
                 Steven Lazarus
  
            /s/ PATRICIA G. McGINNIS             Director                        December 9, 1996
  ---------------------------------------------
              Patricia G. McGinnis
  
              /s/ JONATHAN NEWCOMB               Director                        December 9, 1996
  ---------------------------------------------
                Jonathan Newcomb
  
             /s/ CONSTANCE K. WEAVER             Director                        December 9, 1996
  ---------------------------------------------
               Constance K. Weaver
  II-4
  7
   
       Pursuant to the requirements of the Securities Act of 1933, the
  Administrator of the Primark Corporation Savings and Stock Ownership Plan has
  duly caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of
  Massachusetts on December 10, 1996.
   
                                                
                                            By:  /s/ MICHAEL R. KARGULA
                                                ------------------------------
                                                Michael R. Kargula
                                                Administrator
   
                                        II-5
  8
   
                                 INDEX OF EXHIBITS
  Exhibit 4.1    Articles of Incorporation of the Registrant (incorporated by reference to
                 Exhibit 3.1 to the Registrant's Registration Statement No. 2-74688); Amendment
                 to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
                 the Registrant's 1985 Form 10-K, SEC File No. 00108260) ; Amendment dated
                 August 8, 1991 (incorporated by reference to Exhibit 3(a) to the Registrant's
                 Form 8-K dated August 9, 1991, SEC File No. 00108260); Amendment dated May 27,
                 1992 (incorporated by reference to Exhibit 3.1 to the Registrant's June 30,
                 1992 Form 10-Q, SEC File No. 00108260).
  
  Exhibit 4.2    By-laws of the Registrant, as amended (incorporated by reference to the
                 Registrant's September 30, 1990 Form 10-Q, SEC File No. 00108260).
  
  Exhibit 4.3    Rights Agreement, dated January 12, 1988, between the Registrant and Bankers
                 Trust Company, which includes, as Exhibit A thereto, the Rights Certificate
                 and, as Exhibit B thereto, the Summary of Rights to Purchase Common Stock
                 (incorporated by reference to Exhibit 28.1 to the Registrant's Form 8-K dated
                 January 14, 1988, SEC File No. 00108260); Certified copy of resolution amending
                 the Registrant's Rights Agreement (incorporated by reference to Exhibit 28.4 to
                 the Registrant's Form 8-K dated July 13, 1988, SEC File No. 00108260);
                 Amendment to Rights Agreement, dated April 9, 1990 (incorporated by reference
                 to Exhibit 28.1 to the Registrant's Form 8-K dated April 12, 1990, SEC File No.
                 00108260); Letter, dated May 10, 1990, regarding appointment of Bank of America
                 as new Rights Agent under the Rights Agreement, as amended (incorporated by
                 reference to Exhibit 28.1 to the Registrant's 1990 Form 10-K, SEC File No.
                 00108260); Amendment to Rights Agreement, dated May 31, 1992, between the
                 Registrant and Bank of America National Trust and Savings Association, as
                 Rights Agent (incorporated by reference to Exhibit 28.1 to the Registrant's
                 June 30, 1992 Form 10-Q, SEC File No. 00108260); Letter dated July 31, 1992
                 regarding appointment of The First National Bank of Boston as new Rights Agent
                 (incorporated by reference to Exhibit 28.2 to the Registrant's June 30, 1992
                 Form 10-Q, SEC File No. 00108260).
  
  Exhibit 4.4    Primark Corporation Savings and Stock Ownership Plan, filed herewith.
  
  Exhibit 5      Opinion of Michael R. Kargula, General Counsel of the Corporation, with respect
                 to the validity of the Common Stock being registered hereby, filed herewith.
  
  Exhibit 23.1   Consent of Deloitte & Touche LLP, independent accountants to the Corporation,
                 filed herewith.
  
  Exhibit 23.2   Consent of Leslie Sufrin and Company, P.C., filed herewith.
  
  Exhibit 23.3   Consent of Michael R. Kargula, General Counsel of the Corporation, contained in
                 his opinion filed as Exhibit 5 hereto.
  
  Exhibit 24.1   Power of Attorney (set forth in the signature page).
  II-6