content: <PAGE>   1
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
                                            REGISTRATION NO. 333-[               ]
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              ------------------------
   
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       AND POST-EFFECTIVE AMENDMENT NO. 1 TO
                  REGISTRATION STATEMENT NO. 33-49132 ON FORM S-8
   
                                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 1992 STOCK OPTION 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>
  ---------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------
                                                     PROPOSED MAXIMUM PROPOSED MAXIMUM
                                          AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
  TITLE OF SECURITIES                     TO BE         PRICE PER        OFFERING      REGISTRATION
  TO BE REGISTERED                   REGISTERED(1)(2)     SHARE(3)       PRICE(3)         FEE(3)
  ---------------------------------------------------------------------------------------------------
  <S>                                     <C>            <C>          <C>               <C>
  Common Stock without par value.....     250,000        $24.875      $6,218,750.00     $1,884.47
  ---------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------
  </TABLE>
   
  (1) This registration statement relates solely to 250,000 additional shares of
      Primark Corporation Common Stock, without par value (the "Shares"). The
      250,000 additional Shares are of the same class as other securities of
      Primark Corporation for which a Registration Statement filed on Form S-8
      relating to the Primark Corporation 1992 Stock Option Plan (Commission File
      No. 33-49132) is effective. Pursuant to Instruction E of the Registration
      Statement on Form S-8, the filing fee is being paid only with respect to the
      250,000 additional Shares.
   
  (2) One million five hundred thousand Shares registered by the registrant under
      Registration Statement No. 33-49132 referred to below are consolidated in
      this Registration Statement pursuant to Rule 429. A registration fee of
      $4,453 was previously paid by the registrant under the foregoing
      Registration Statement with respect to such Shares.
   
  (3) Estimated solely for the purpose of calculating the registration fee
      pursuant to 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 ACCORDANCE WITH RULE 429 PROMULGATED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED, THE PROSPECTUS INCLUDED HEREIN IS A COMBINED PROSPECTUS THAT
  INCLUDES ALL THE INFORMATION CURRENTLY REQUIRED IN EACH PROSPECTUS RELATING TO
  THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT AND REGISTRATION STATEMENT
  NO. 33-49132 PREVIOUSLY FILED BY THE REGISTRANT.
   
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  <PAGE>   2
   
                                       PART I
   
                                  EXPLANATORY NOTE
   
       Pursuant to Instruction E to the Registration Statement on Form S-8, this
  registration statement relates solely to the registration of 250,000 additional
  shares of Primark Corporation (the "Company") Common Stock, without par value
  (the "Shares"). The 250,000 additional Shares being registered hereby are of the
  same class as other securities for which a registration statement on Form S-8
  (Commission File No. 33-49132) is effective. The contents of the earlier
  registration statement on Form S-8 (Commission File No. 33-49132) are
  incorporated herein by reference. The remainder of this registration statement
  consists only of the required opinions and consents, the signature page, and a
  reoffer prospectus (as defined in instruction C of the Registration Statement on
  Form S-8) in accordance with Instruction E of the Registration Statement on Form
  S-8.
  <PAGE>   3
   
  PROSPECTUS
   
                                PRIMARK CORPORATION
   
                           389,860 SHARES OF COMMON STOCK
   
       This Prospectus relates to 389,860 shares of common stock, without par
  value ("Common Stock"), of Primark Corporation ("Primark" or the "Company") to
  be offered from time to time by certain shareholders of the Company (the
  "Selling Shareholders"). The shares of Common Stock offered hereby have been or
  may be acquired through the exercise of stock options granted to the Selling
  Shareholders pursuant to the Primark Corporation 1992 Stock Option Plan (the
  "Plan"). The Company will receive none of the proceeds from the sale of shares
  of Common Stock offered hereby.
   
       The outstanding shares of Common Stock are listed on the New York Stock
  Exchange ("NYSE") under the symbol PMK and on the Pacific Stock Exchange. On
  December 6, 1996, the closing sale price of the Common Stock, as reported by the
  NYSE, was $25.00 per share.
   
       The Company has been advised that the Selling Shareholders may sell, from
  time to time, in one or more transactions (which may include block
  transactions), all or a portion of their shares on the NYSE or the Pacific Stock
  Exchange, in special offerings, in the over-the-counter market, in negotiated
  transactions, through underwriters or otherwise at market prices prevailing at
  the time of sale or at negotiated prices. The Selling Shareholders have
  indicated that if any of the Common Stock offered hereby is sold through
  underwriters, brokers or dealers, then the Selling Shareholders may pay
  customary underwriting discounts and brokerage commissions and charges. The
  Selling Shareholders and any underwriters, brokers or dealers or other persons
  who participate with them in the distribution of the shares offered hereby may
  be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
  as amended (the "Securities Act"), although the Selling Shareholders disclaim
  such status. Any commissions and discounts received by such underwriters,
  brokers or dealers, and any profit on the resale of the stock by such
  underwriters, brokers or dealers, may be deemed to be underwriting discounts and
  commissions under the Securities Act. See "Plan of Distribution."
   
       The Company will pay all expenses incidental to the registration of the
  Common Stock, but will not pay selling or other expenses incurred in the
  offering, including the discounts and commissions of broker-dealers. The Company
  has agreed to indemnify the Selling Shareholders against certain liabilities,
  including liabilities under the Securities Act, in connection with the Common
  Stock offered hereby.
                              ------------------------
   
           SEE "RISK FACTORS," BEGINNING ON PAGE 2, FOR INFORMATION THAT
                   SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
                              ------------------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
      ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
       CONTRARY IS A CRIMINAL OFFENSE.
                              ------------------------
   
                  THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 1996
  <PAGE>   4
   
                                    THE COMPANY
   
       Primark is a Michigan corporation organized in 1981. The Company is engaged
  principally in the information services industry serving two primary markets,
  financial information and applied information technology. The Company's
  financial information businesses consist of the operations of Datastream
  International Limited and its affiliates ("Datastream"), Disclosure Incorporated
  ("Disclosure"), I/B/E/S International, Inc. ("I/B/E/S"), Vestek Systems, Inc.
  ("Vestek"), Worldscope/Disclosure Partners ("Worldscope"), ICV Limited ("ICV"),
  the Yankee Group Research, Inc. ("Yankee Group") and Groupe DAFSA S.A.
  ("DAFSA"). On November 27, 1996, Primark Corporation agreed to acquire all of
  the outstanding stock of Baseline Financial Services, Inc. ("Baseline"),
  pursuant to the terms of a Stock Purchase Agreement by and between the Company,
  Bowne & Co. Inc., and Robert G. Patterson for approximately $40,000,000 in cash.
  It is anticipated that the acquisition will be consummated within thirty days.
  Primark develops and markets "value-added" database products that cover
  established and emerging markets worldwide, as well as proprietary analytical
  software for the analysis and presentation of financial and economic
  information. Customers include investment managers, investment bankers,
  accounting and legal professionals and information and reference service
  providers. The applied information technology activities, conducted through
  TASC, Inc. ("TASC"), provide a broad spectrum of technology-based information
  services and products primarily to U.S. government agencies principally involved
  in national security and intelligence related activities, and increasingly to
  commercial customers such as users of real-time weather information. The Company
  is engaged in transportation services through its wholly owned subsidiary, Triad
  International Maintenance Corporation ("TIMCO").
   
       The Company's principal executive offices are located at 1000 Winter
  Street, Suite 4300, Waltham, Massachusetts 02154, and its telephone number is
  (617) 466-6611. For additional information concerning the Company, see
  "Incorporation of Certain Documents by Reference," "Available Information," and
  "Risk Factors."
   
                                    RISK FACTORS
   
       Prior to investing in the shares of Common Stock offered hereby,
  prospective investors should consider the following factors and risks, together
  with the other information set forth elsewhere in or incorporated by reference
  in this Prospectus. See "Incorporation of Certain Documents by Reference."
   
  DEPENDENCE ON FEDERAL GOVERNMENT CONTRACTS
   
       A substantial portion of the Company's revenues is derived from services
  performed directly or indirectly under contracts with the U.S. Government.
  Approximately 49%, 57% and 60% of the Company's total operating revenues for the
  years ended December 31, 1995, 1994 and 1993, respectively, were derived from
  contracts with U.S. Government agencies, and from subcontracts with U.S.
  Government prime contractors.
   
       Contracts made with the U.S. Government are normally subject to annual
  approval of funding. Limitations imposed on spending by the U.S. Government
  agencies, which might result from efforts to reduce the Federal deficit or for
  other reasons, may limit both the continued funding of the Company's existing
  contracts with the U.S. Government and the Company's ability to obtain
  additional contracts. These limitations, if significant, could have a material
  adverse effect on the Company.
   
       All contracts made with the U.S. Government may be terminated by the U.S.
  Government at any time, with or without cause. There can be no assurance that
  any existing or future contracts with the U.S. Government would not be
  terminated or that the U.S. Government will continue to use the Company's
  services at levels comparable to current use.
   
  DEPENDENCE ON TECHNICAL PERSONNEL
   
       The Company's future success is dependent upon its ability to attract and
  retain highly skilled personnel. The market for these professionals is
  competitive. There can be no assurance that the Company will continue to be
  successful in its efforts to attract and retain such qualified professionals.
   
                                          2
  <PAGE>   5
   
  FOREIGN OPERATIONS
   
       Substantially all of Datastream's revenues are derived from various foreign
  markets, including a significant proportion from the U.K. Similarly, the
  revenues of ICV and DAFSA are derived from the U.K. and France, respectively.
  Consequently, the Company is exposed to certain risks associated with
  international business, particularly with respect to foreign currency exchange
  rate movements. Datastream's business is also subject to the customary risks
  associated with international transactions, including political risks, local
  laws and taxes, the potential imposition of trade or currency exchange
  restrictions, tariff increases and difficulties or delays in collecting accounts
  receivable. Weak foreign economies and/or a weakening of foreign currencies
  against the U.S. dollar would adversely affect Datastream's, DAFSA's and ICV's
  overall future operating results and cash flows. It is the Company's intention
  to continue to hedge the currency risk associated with foreign operations as may
  be needed in the future.
   
  TECHNOLOGICAL CHANGES
   
       The Company operates principally in the information services industry,
  which is a rapidly changing industry. Even if the Company remains abreast of the
  latest developments and available technology in the industry, it could be
  adversely affected by such developments and technological advances and the
  introduction of new products and services in the information services industry.
  The future success of the Company will depend significantly on its ability to
  develop and deliver technologically advanced quality products and services. The
  Company's future results of operations could be adversely affected by the cost
  of developing such products and services.
   
  COMPETITION
   
       The Company faces competition from many companies, some of which have
  substantially greater resources. There can be no assurance that the Company,
  including its subsidiaries, will compete successfully in the future.
   
  LITIGATION
   
       The Company and its subsidiaries are involved in routine litigation and
  administrative proceedings incident to the normal course of their respective
  businesses. Certain of those proceedings are described in the periodic reports
  filed by the Company with the Commission. See "Available Information" and
  "Incorporation of Certain Documents by Reference." On June 24, 1994, a jury in a
  civil case titled Bradley v. Gelb et. al., in the Massachusetts Superior Court,
  returned an unfavorable verdict against the two founders of TASC, and against
  TASC itself. The suit was brought by a former employee regarding a TASC stock
  transaction which took place in 1976, prior to the Company's acquisition of TASC
  in 1991. On June 28, 1994, the Court ordered that judgment be entered on the
  verdict requiring the two founders (but not TASC itself) to disgorge
  $19,800,000. Such amount accrues post-judgment interest at a statutory rate. As
  an alternative course of action, the plaintiff may pursue the two founders and
  TASC, jointly and severally, for $48,600. Based on the adjudication, the Company
  has denied requests of the two founders for indemnification. Certain
  post-verdict motions (including a motion for judgment notwithstanding the
  verdict, and in the alternative, a motion for a new trial) are pending. While
  the outcome of these motions cannot be predicted with certainty, the Company
  believes it will not be required to pay any portion of this judgment. There can
  be no assurance, however, that the Company ultimately will be successful in such
  efforts.
   
                                  USE OF PROCEEDS
   
       The Company will receive none of the proceeds from the sale of the Common
  Stock in this offering.
   
                                          3
  <PAGE>   6
   
                                SELLING SHAREHOLDERS
   
       The following table sets forth the position held with the Company by each
  Selling Shareholder for the past three years (except as otherwise noted), the
  number of shares of Common Stock beneficially owned by the Selling Shareholders
  as of December 9, 1996 and the number of shares of Common Stock offered by the
  Selling Shareholders pursuant to this Prospectus. The shares of Common Stock
  offered hereby are those shares that have been acquired or may be acquired
  through the exercise of options granted to the Selling Shareholders pursuant to
  the Plan. Because the Selling Shareholders may sell, from time to time, all or
  some of the Common Stock offered hereby, no estimate can be made of the
  aggregate amount of Common Stock that will be owned by each Selling Shareholder
  upon completion of the offering to which this Prospectus relates. This
  Prospectus may be amended from time to time to add or delete persons to or from
  the list of Selling Shareholders, who have acquired or will acquire shares of
  Common Stock under the Plan, or who have disposed of such shares.
   
  <TABLE>
  <CAPTION>
                                                                                             NUMBER OF SHARES THAT
                                                                                                MAY BE ACQUIRED
                                                           SHARES BENEFICIALLY OWNED          UNDER THE PLAN AND
                  NAME AND POSITION                         AS OF DECEMBER 9, 1996              OFFERED HEREBY
  -------------------------------------------------- -------------------------------------   ---------------------
  <S>                                                          <C>                                 <C>
  Joseph E. Kasputys................................           1,894,058(a)(b)(c)                  146,830
    Chairman, President and Chief Executive Officer
  
  John C. Holt......................................             219,810(b)                         18,810
    Executive Vice President
  
  Stephen H. Curran.................................             291,568(a)(b)(c)                   40,000
    Senior Vice President and Chief Financial
    Officer
  
  Ira Herenstein....................................              62,600(a)(b)(c)                   51,350
    Senior Vice President
  
  Michael R. Kargula................................             400,230(a)(b)(c)                   57,940
    Senior Vice President, General Counsel and
    Secretary
  
  Patrick G. Richmond...............................             147,458(a)(b)(c)                   55,430
    Vice President of Corporate Development
  
  William J. Swift III..............................             110,298(a)(b)(c)                   19,500
    Vice President and Tax Counsel
  </TABLE>
   
  ---------------
   
  (a) Includes for each of Messrs. Kasputys, Curran, Kargula, Richmond, and Swift
      27,028 shares, and for Messr. Herenstein 11,250 shares, respectively,
      allocated to the participant's account under the Primark Corporation
      Employee Stock Ownership Plan ("ESOP") as to which the participant possesses
      voting power but not dispositive power.
   
  (b) Includes 1,415,050, 218,810, 246,240, 319,520, 120,430, 81,840 and 51,350
      shares subject to stock options exercisable within 60 days of December 9,
      1996 by Messrs. Kasputys, Holt, Curran, Kargula, Richmond, Swift and
      Herenstein, respectively, all of which options were granted under various
      plans of the Company.
   
  (c) Does not include shares which will be allocated to the participant's account
      under the ESOP on December 31, 1996, which number of shares is
      indeterminable as of the date hereof.
   
                                          4
  <PAGE>   7
   
                                  PLAN OF DISTRIBUTION
   
       This offering of 389,860 shares of Common Stock is being made by the
  Selling Shareholders, who have indicated they are acting independently of each
  other and the Company in determining the manner and extent of sales of the
  shares of Common Stock included herein. The Company will receive none of the
  proceeds of this offering.
   
       Although all of the shares of Common Stock that are currently owned by the
  Selling Shareholders, or that would be owned by them upon the exercise of
  options granted under the Plan, are being registered for public sale, the sale
  of any or all of such shares by a Selling Shareholder may depend on the sale
  price of such shares and market conditions generally prevailing at the time. The
  Selling Shareholders reserve the right to reject any order in whole or in part.
   
       The Selling Shareholders have informed the Company that they may sell the
  shares of Common Stock being offered hereby in one or more transactions (which
  may involve block transactions) effected from time to time on the NYSE or the
  Pacific Stock Exchange, in special offerings, in the over-the-counter market, in
  negotiated transactions, or through a combination of such methods of sale, in
  each case at market prices prevailing at the time of sale, at prices relating to
  such prevailing market prices, or at negotiated prices. The shares of Common
  Stock may be sold by one or more of the following methods: (i) a block trade in
  which the broker or dealer so engaged will attempt to sell the shares as agent
  but may position and resell a portion of the block as principal to facilitate
  the transaction; (ii) purchases by a broker or dealer as principal and resale by
  such broker or dealer for its account pursuant to this Prospectus; (iii) an
  exchange distribution and/or a secondary distribution in accordance with the
  rules of the NYSE or Pacific Stock Exchange, as applicable; and (iv) ordinary
  brokerage transactions and transactions in which the broker solicits purchasers.
  In effecting sales, brokers or dealers engaged by the Selling Shareholders may
  arrange for other brokers or dealers to participate.
   
       Some or all of the shares offered hereunder also may be sold to or through
  an underwriter or underwriters. Any shares sold in that manner will be acquired
  by such underwriters for their own accounts and may be resold from time to time
  in one or more transactions, including negotiated transactions, at a fixed
  public offering price or at varying prices determined at the time of sale. Such
  shares may be offered to the public through underwriting syndicates represented
  by one or more managing underwriters or may be offered to the public directly by
  one or more underwriters. Any initial public offering price and any discounts or
  concessions allowed or disallowed or paid to dealers may be changed from time to
  time.
   
       The Selling Shareholders have indicated that if any of the Common Stock
  offered hereby is sold through brokers or dealers or underwriters, then the
  Selling Shareholders may pay customary brokerage commissions and charges or an
  underwriting discount or concession. The Selling Shareholders and any brokers or
  dealers, underwriters or other persons who participate with them in the
  distribution of the shares offered hereby may be deemed to be "underwriters"
  within the meaning of the Securities Act, although the Selling Shareholders
  disclaim such status. Any commissions and discounts received by such persons, or
  any profit on the resale of the stock by such persons, may be deemed to be
  underwriting discounts and commissions under the Securities Act. Neither the
  delivery of the Prospectus, or any Prospectus Supplement, nor any other action
  taken by the Company, the Selling Shareholders or any purchaser in connection
  with the purchase or sale of shares offered hereby shall be deemed or treated as
  an admission that any of them is an underwriter within the meaning of the
  Securities Act in connection with the sales of any shares.
   
       The Company will pay all expenses incidental to the registration of the
  Common Stock, but will not pay selling or other expenses incurred in the
  offering, including the discounts and commissions of broker-dealers. The Company
  has agreed to indemnify the Selling Shareholders against certain civil
  liabilities, including liabilities under the Securities Act, in connection with
  the Common Stock offered hereby.
   
                                          5
  <PAGE>   8
   
                                   LEGAL MATTERS
   
       The validity of the issuance of the shares of Common Stock offered hereby
  has been passed upon by Michael R. Kargula, Esq., Senior Vice President, General
  Counsel, and Secretary to the Company. As of December 9, 1996, Mr. Kargula
  beneficially owned 400,230 shares of Common Stock, including options that are
  presently exercisable or exercisable within 60 days of such date. Of such
  shares, 41,882 were granted as restricted shares under the Primark Corporation
  1988 Incentive Plan, 211,580 represented options to acquire Shares of Common
  Stock under the Primark Corporation 1988 Incentive Plan, 50,000 represented
  options for Common Stock under the Company's Stock Option Plan, 57,940
  represented options for Common Stock under the 1992 Stock Option Plan, and
  27,028 shares are held under the Company's ESOP. 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 ESOP on or about December 31, 1996.
   
                                      EXPERTS
   
       The Consolidated Financial Statements and related financial statement
  schedules incorporated by reference into this Prospectus and into the
  Registration Statement have been audited by Deloitte & Touche LLP, independent
  auditors, as stated in their reports which are incorporated herein by reference,
  and have been so incorporated in reliance upon the reports of such firm given
  upon their authority as experts in accounting and auditing.
   
                               AVAILABLE INFORMATION
   
       The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith files reports, proxy statements, and other information with the
  Securities and Exchange Commission (the "Commission"). Such reports, proxy
  statements, and other information can be inspected and copied, at prescribed
  rates, at the public reference facilities of the Commission at 450 Fifth Street,
  N.W., Washington, D.C. 20549, Room 1024, and at the Commission's New York
  Regional Office at Seven World Trade Center, New York, New York 10048, and
  Chicago Regional Office at Northwest Atrium Center, 500 West Madison Street,
  Chicago, Illinois 60611. Copies of such material also can be obtained at
  prescribed rates by writing to the Public Reference Section of the Commission at
  450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a 'web
  site' that contains reports, proxy and information statements and other
  information regarding registrants that file electronically with the Commission.
  This web site can be accessed at http://www.sec.gov. The Company's Common Stock
  is traded on the NYSE and the Pacific Stock Exchange, and such reports, proxy
  statements, and other information can be inspected at the offices of the NYSE at
  Room 401, 20 Broad Street, New York, New York 10005 and the Pacific Stock
  Exchange, 301 Pine Street, San Francisco, California 94104.
   
       The Company has filed with the Commission a registration statement on Form
  S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
  (the "Securities Act") with respect to the Common Stock offered hereby. This
  Prospectus, which constitutes a part of the Registration Statement, does not
  contain all of the information set forth in the Registration Statement and in
  the exhibits and schedules thereto. For further information with respect to the
  Company and the Common Stock, reference is hereby made to such Registration
  Statement, exhibits and schedules. Statements contained in this Prospectus as to
  the contents of any document referred to herein are not necessarily complete,
  and each such statement is qualified in its entirety by reference to each such
  document. The Registration Statement may be inspected without charge at the
  principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
  20549, and copies of all or any part thereof may be obtained from the Commission
  at prescribed rates.
   
                                          6
  <PAGE>   9
   
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
       The following documents filed by the Company with the Commission (File No.
  1-8260) are hereby incorporated by reference in this Prospectus: (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) the description of the Company's Common Stock as set
  forth in its Form 10 dated November 17, 1981, Form 8-A dated October 18, 1985,
  Form 8-A dated January 13, 1988 and Form 8-A dated June 16, 1992. All documents
  filed pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
  subsequent to the date hereof and prior to the termination of the offering of
  Common Stock offered hereby shall be deemed to be incorporated by reference into
  this Prospectus and to be a part hereof from the date of filing of such
  documents. Any statement contained herein in a document incorporated or deemed
  to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of the Registration Statement and this Prospectus to the
  extent that a statement contained herein or in any subsequently filed document
  that is also incorporated or deemed to be incorporated herein by reference
  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 Prospectus.
   
       The Company will provide without charge to each person to whom a copy of
  this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all of the documents referred to above or elsewhere
  herein that have been incorporated by reference in this Prospectus, other than
  exhibits to such documents (unless such exhibits are specifically incorporated
  by reference into the information that this Prospectus incorporates). Written
  requests for such copies should be directed to Primark Corporation, Investor
  Relations, 1000 Winter Street, Suite 4300, Waltham, Massachusetts 02154,
  telephone (617) 466-6611.
   
                                          7
  <PAGE>   10
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
  OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
  CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
  INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
  BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
  AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED
  HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH
  OFFER OR SOLICITATION IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
  ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
  THAT THERE HAS BEEN NO CHARGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
  HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
  THE DATE HEREOF.
   
                              ------------------------
   
                                 TABLE OF CONTENTS
   
  <TABLE>
  <CAPTION>
                                          PAGE
  <S>                                     <C>
  The Company...........................    2
  Risk Factors..........................    2
  Use of Proceeds.......................    3
  Selling Shareholders..................    4
  Plan of Distribution..................    5
  Legal Matters.........................    6
  Experts...............................    6
  Available Information.................    6
  Incorporation of Certain Documents by
    Reference...........................    7
  </TABLE>
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
                               PRIMARK CORPORATION
  
                                   389,860 SHARES
                                    COMMON STOCK
  
                                     PROSPECTUS
   
                                 DECEMBER 10, 1996
   
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  <PAGE>   11
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 8.  EXHIBITS.
   
  <TABLE>
  <CAPTION>
     EXHIBIT
     NUMBER     DESCRIPTION
     -------    -----------
      <S>       <C>
      5.1    -- Opinion of Michael R. Kargula, Esq., Senior Vice President, General Counsel,
                and Secretary of the Company, regarding the legality of the securities being
                registered.
     
     23.1    -- Consent of Deloitte & Touche LLP.
     
     23.2    -- Consent of Michael R. Kargula, Esq. (included in the opinion filed as Exhibit
                5.1 hereto).
  
     24.1    -- Power of Attorney (included on signature pages).
  </TABLE>
   
                                        II-1
  <PAGE>   12
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham, Commonwealth of Massachusetts on December
  10, 1996.
   
                                              PRIMARK CORPORATION
   
                                                       /s/ STEPHEN H. CURRAN
                                              By:.................................
                                                       STEPHEN H. CURRAN
                                                   SENIOR VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER
   
                                 POWER OF ATTORNEY
   
       The undersigned directors and officers of Primark Corporation, a Michigan
  corporation, hereby severally constitute and appoint Joseph E. Kasputys, Stephen
  H. Curran and Michael R. Kargula, and each of them (with full power to act
  without the others), his or her true and lawful attorneys-in-fact and agents,
  with full power of substitution and resubstitution for him or her, and in his or
  her name, place and stead, in any and all capacities, to execute and file with
  the Securities and Exchange Commission under the provisions of the Securities
  Act of 1933, as amended, a Registration Statement covering shares of common
  stock of the corporation which have been issued or may be issued under its 1992
  Stock Option Plan, and thereafter to execute and file any Post-Effective
  Amendments to the Registration Statement and Amendments or Supplements to any of
  the foregoing, hereby giving and granting to said attorneys full power and
  authority to do and perform every and all acts and things whatsoever requisite
  and necessary to be done in and about the premises as fully, to all intents and
  purposes, as he might or could do if personally present at the time thereof,
  hereby ratifying and confirming all that said attorneys and agents, or any of
  them, or their substitute or his substitute, may or shall lawfully do, or cause
  to be done, by virtue hereof.
   
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
   
  <TABLE>
  <CAPTION>
                  SIGNATURE                               TITLE                        DATE
  ------------------------------------------  ------------------------------    ------------------
  <S>                                         <C>                                 <C>
            /s/ JOSEPH E. KASPUTYS            Chairman, President and Chief       December 9, 1996
   ........................................     Executive Officer (Principal
              JOSEPH E. KASPUTYS                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 and        December 9, 1996
   ........................................     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-2
  <PAGE>   13
   
                                 INDEX OF EXHIBITS
   
  <TABLE>
  <S>            <C>
  Exhibit 5.1    Opinion of Michael R. Kargula, Esq., Senior Vice President, General Counsel,
                 and Secretary of the Company, regarding the legality of the securities being
                 registered.
  
  Exhibit 23.1   Consent of Deloitte & Touche LLP.
  
  Exhibit 23.2   Consent of Michael R. Kargula, Esq. (included in the opinion filed as Exhibit
                 5.1 hereto).
  
  Exhibit 24.1   Power of Attorney (included on signature pages).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PRIMARK CORPORATION 1992 STOCK OPTION PLAN", "secsgml_size_bytes": 39971}]
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": "333-17561", "film-number": "96678523"}, "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
                       AND POST-EFFECTIVE AMENDMENT NO. 1 TO
                  REGISTRATION STATEMENT NO. 33-49132 ON FORM S-8
   
                                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 1992 STOCK OPTION 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 MAXIMUM PROPOSED MAXIMUM
                                          AMOUNT         OFFERING       AGGREGATE       AMOUNT OF
  TITLE OF SECURITIES                     TO BE         PRICE PER        OFFERING      REGISTRATION
  TO BE REGISTERED                   REGISTERED(1)(2)     SHARE(3)       PRICE(3)         FEE(3)
  ---------------------------------------------------------------------------------------------------
  Common Stock without par value.....     250,000        $24.875      $6,218,750.00     $1,884.47
  ---------------------------------------------------------------------------------------------------
  ---------------------------------------------------------------------------------------------------
  (1) This registration statement relates solely to 250,000 additional shares of
      Primark Corporation Common Stock, without par value (the "Shares"). The
      250,000 additional Shares are of the same class as other securities of
      Primark Corporation for which a Registration Statement filed on Form S-8
      relating to the Primark Corporation 1992 Stock Option Plan (Commission File
      No. 33-49132) is effective. Pursuant to Instruction E of the Registration
      Statement on Form S-8, the filing fee is being paid only with respect to the
      250,000 additional Shares.
   
  (2) One million five hundred thousand Shares registered by the registrant under
      Registration Statement No. 33-49132 referred to below are consolidated in
      this Registration Statement pursuant to Rule 429. A registration fee of
      $4,453 was previously paid by the registrant under the foregoing
      Registration Statement with respect to such Shares.
   
  (3) Estimated solely for the purpose of calculating the registration fee
      pursuant to 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 ACCORDANCE WITH RULE 429 PROMULGATED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED, THE PROSPECTUS INCLUDED HEREIN IS A COMBINED PROSPECTUS THAT
  INCLUDES ALL THE INFORMATION CURRENTLY REQUIRED IN EACH PROSPECTUS RELATING TO
  THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT AND REGISTRATION STATEMENT
  NO. 33-49132 PREVIOUSLY FILED BY THE REGISTRANT.
   
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  2
   
                                       PART I
   
                                  EXPLANATORY NOTE
   
       Pursuant to Instruction E to the Registration Statement on Form S-8, this
  registration statement relates solely to the registration of 250,000 additional
  shares of Primark Corporation (the "Company") Common Stock, without par value
  (the "Shares"). The 250,000 additional Shares being registered hereby are of the
  same class as other securities for which a registration statement on Form S-8
  (Commission File No. 33-49132) is effective. The contents of the earlier
  registration statement on Form S-8 (Commission File No. 33-49132) are
  incorporated herein by reference. The remainder of this registration statement
  consists only of the required opinions and consents, the signature page, and a
  reoffer prospectus (as defined in instruction C of the Registration Statement on
  Form S-8) in accordance with Instruction E of the Registration Statement on Form
  S-8.
  3
   
  PROSPECTUS
   
                                PRIMARK CORPORATION
   
                           389,860 SHARES OF COMMON STOCK
   
       This Prospectus relates to 389,860 shares of common stock, without par
  value ("Common Stock"), of Primark Corporation ("Primark" or the "Company") to
  be offered from time to time by certain shareholders of the Company (the
  "Selling Shareholders"). The shares of Common Stock offered hereby have been or
  may be acquired through the exercise of stock options granted to the Selling
  Shareholders pursuant to the Primark Corporation 1992 Stock Option Plan (the
  "Plan"). The Company will receive none of the proceeds from the sale of shares
  of Common Stock offered hereby.
   
       The outstanding shares of Common Stock are listed on the New York Stock
  Exchange ("NYSE") under the symbol PMK and on the Pacific Stock Exchange. On
  December 6, 1996, the closing sale price of the Common Stock, as reported by the
  NYSE, was $25.00 per share.
   
       The Company has been advised that the Selling Shareholders may sell, from
  time to time, in one or more transactions (which may include block
  transactions), all or a portion of their shares on the NYSE or the Pacific Stock
  Exchange, in special offerings, in the over-the-counter market, in negotiated
  transactions, through underwriters or otherwise at market prices prevailing at
  the time of sale or at negotiated prices. The Selling Shareholders have
  indicated that if any of the Common Stock offered hereby is sold through
  underwriters, brokers or dealers, then the Selling Shareholders may pay
  customary underwriting discounts and brokerage commissions and charges. The
  Selling Shareholders and any underwriters, brokers or dealers or other persons
  who participate with them in the distribution of the shares offered hereby may
  be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
  as amended (the "Securities Act"), although the Selling Shareholders disclaim
  such status. Any commissions and discounts received by such underwriters,
  brokers or dealers, and any profit on the resale of the stock by such
  underwriters, brokers or dealers, may be deemed to be underwriting discounts and
  commissions under the Securities Act. See "Plan of Distribution."
   
       The Company will pay all expenses incidental to the registration of the
  Common Stock, but will not pay selling or other expenses incurred in the
  offering, including the discounts and commissions of broker-dealers. The Company
  has agreed to indemnify the Selling Shareholders against certain liabilities,
  including liabilities under the Securities Act, in connection with the Common
  Stock offered hereby.
                              ------------------------
   
           SEE "RISK FACTORS," BEGINNING ON PAGE 2, FOR INFORMATION THAT
                   SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
                              ------------------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
      ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
       CONTRARY IS A CRIMINAL OFFENSE.
                              ------------------------
   
                  THE DATE OF THIS PROSPECTUS IS DECEMBER 10, 1996
  4
   
                                    THE COMPANY
   
       Primark is a Michigan corporation organized in 1981. The Company is engaged
  principally in the information services industry serving two primary markets,
  financial information and applied information technology. The Company's
  financial information businesses consist of the operations of Datastream
  International Limited and its affiliates ("Datastream"), Disclosure Incorporated
  ("Disclosure"), I/B/E/S International, Inc. ("I/B/E/S"), Vestek Systems, Inc.
  ("Vestek"), Worldscope/Disclosure Partners ("Worldscope"), ICV Limited ("ICV"),
  the Yankee Group Research, Inc. ("Yankee Group") and Groupe DAFSA S.A.
  ("DAFSA"). On November 27, 1996, Primark Corporation agreed to acquire all of
  the outstanding stock of Baseline Financial Services, Inc. ("Baseline"),
  pursuant to the terms of a Stock Purchase Agreement by and between the Company,
  Bowne & Co. Inc., and Robert G. Patterson for approximately $40,000,000 in cash.
  It is anticipated that the acquisition will be consummated within thirty days.
  Primark develops and markets "value-added" database products that cover
  established and emerging markets worldwide, as well as proprietary analytical
  software for the analysis and presentation of financial and economic
  information. Customers include investment managers, investment bankers,
  accounting and legal professionals and information and reference service
  providers. The applied information technology activities, conducted through
  TASC, Inc. ("TASC"), provide a broad spectrum of technology-based information
  services and products primarily to U.S. government agencies principally involved
  in national security and intelligence related activities, and increasingly to
  commercial customers such as users of real-time weather information. The Company
  is engaged in transportation services through its wholly owned subsidiary, Triad
  International Maintenance Corporation ("TIMCO").
   
       The Company's principal executive offices are located at 1000 Winter
  Street, Suite 4300, Waltham, Massachusetts 02154, and its telephone number is
  (617) 466-6611. For additional information concerning the Company, see
  "Incorporation of Certain Documents by Reference," "Available Information," and
  "Risk Factors."
   
                                    RISK FACTORS
   
       Prior to investing in the shares of Common Stock offered hereby,
  prospective investors should consider the following factors and risks, together
  with the other information set forth elsewhere in or incorporated by reference
  in this Prospectus. See "Incorporation of Certain Documents by Reference."
   
  DEPENDENCE ON FEDERAL GOVERNMENT CONTRACTS
   
       A substantial portion of the Company's revenues is derived from services
  performed directly or indirectly under contracts with the U.S. Government.
  Approximately 49%, 57% and 60% of the Company's total operating revenues for the
  years ended December 31, 1995, 1994 and 1993, respectively, were derived from
  contracts with U.S. Government agencies, and from subcontracts with U.S.
  Government prime contractors.
   
       Contracts made with the U.S. Government are normally subject to annual
  approval of funding. Limitations imposed on spending by the U.S. Government
  agencies, which might result from efforts to reduce the Federal deficit or for
  other reasons, may limit both the continued funding of the Company's existing
  contracts with the U.S. Government and the Company's ability to obtain
  additional contracts. These limitations, if significant, could have a material
  adverse effect on the Company.
   
       All contracts made with the U.S. Government may be terminated by the U.S.
  Government at any time, with or without cause. There can be no assurance that
  any existing or future contracts with the U.S. Government would not be
  terminated or that the U.S. Government will continue to use the Company's
  services at levels comparable to current use.
   
  DEPENDENCE ON TECHNICAL PERSONNEL
   
       The Company's future success is dependent upon its ability to attract and
  retain highly skilled personnel. The market for these professionals is
  competitive. There can be no assurance that the Company will continue to be
  successful in its efforts to attract and retain such qualified professionals.
   
                                          2
  5
   
  FOREIGN OPERATIONS
   
       Substantially all of Datastream's revenues are derived from various foreign
  markets, including a significant proportion from the U.K. Similarly, the
  revenues of ICV and DAFSA are derived from the U.K. and France, respectively.
  Consequently, the Company is exposed to certain risks associated with
  international business, particularly with respect to foreign currency exchange
  rate movements. Datastream's business is also subject to the customary risks
  associated with international transactions, including political risks, local
  laws and taxes, the potential imposition of trade or currency exchange
  restrictions, tariff increases and difficulties or delays in collecting accounts
  receivable. Weak foreign economies and/or a weakening of foreign currencies
  against the U.S. dollar would adversely affect Datastream's, DAFSA's and ICV's
  overall future operating results and cash flows. It is the Company's intention
  to continue to hedge the currency risk associated with foreign operations as may
  be needed in the future.
   
  TECHNOLOGICAL CHANGES
   
       The Company operates principally in the information services industry,
  which is a rapidly changing industry. Even if the Company remains abreast of the
  latest developments and available technology in the industry, it could be
  adversely affected by such developments and technological advances and the
  introduction of new products and services in the information services industry.
  The future success of the Company will depend significantly on its ability to
  develop and deliver technologically advanced quality products and services. The
  Company's future results of operations could be adversely affected by the cost
  of developing such products and services.
   
  COMPETITION
   
       The Company faces competition from many companies, some of which have
  substantially greater resources. There can be no assurance that the Company,
  including its subsidiaries, will compete successfully in the future.
   
  LITIGATION
   
       The Company and its subsidiaries are involved in routine litigation and
  administrative proceedings incident to the normal course of their respective
  businesses. Certain of those proceedings are described in the periodic reports
  filed by the Company with the Commission. See "Available Information" and
  "Incorporation of Certain Documents by Reference." On June 24, 1994, a jury in a
  civil case titled Bradley v. Gelb et. al., in the Massachusetts Superior Court,
  returned an unfavorable verdict against the two founders of TASC, and against
  TASC itself. The suit was brought by a former employee regarding a TASC stock
  transaction which took place in 1976, prior to the Company's acquisition of TASC
  in 1991. On June 28, 1994, the Court ordered that judgment be entered on the
  verdict requiring the two founders (but not TASC itself) to disgorge
  $19,800,000. Such amount accrues post-judgment interest at a statutory rate. As
  an alternative course of action, the plaintiff may pursue the two founders and
  TASC, jointly and severally, for $48,600. Based on the adjudication, the Company
  has denied requests of the two founders for indemnification. Certain
  post-verdict motions (including a motion for judgment notwithstanding the
  verdict, and in the alternative, a motion for a new trial) are pending. While
  the outcome of these motions cannot be predicted with certainty, the Company
  believes it will not be required to pay any portion of this judgment. There can
  be no assurance, however, that the Company ultimately will be successful in such
  efforts.
   
                                  USE OF PROCEEDS
   
       The Company will receive none of the proceeds from the sale of the Common
  Stock in this offering.
   
                                          3
  6
   
                                SELLING SHAREHOLDERS
   
       The following table sets forth the position held with the Company by each
  Selling Shareholder for the past three years (except as otherwise noted), the
  number of shares of Common Stock beneficially owned by the Selling Shareholders
  as of December 9, 1996 and the number of shares of Common Stock offered by the
  Selling Shareholders pursuant to this Prospectus. The shares of Common Stock
  offered hereby are those shares that have been acquired or may be acquired
  through the exercise of options granted to the Selling Shareholders pursuant to
  the Plan. Because the Selling Shareholders may sell, from time to time, all or
  some of the Common Stock offered hereby, no estimate can be made of the
  aggregate amount of Common Stock that will be owned by each Selling Shareholder
  upon completion of the offering to which this Prospectus relates. This
  Prospectus may be amended from time to time to add or delete persons to or from
  the list of Selling Shareholders, who have acquired or will acquire shares of
  Common Stock under the Plan, or who have disposed of such shares.
  NUMBER OF SHARES THAT
                                                                                                MAY BE ACQUIRED
                                                           SHARES BENEFICIALLY OWNED          UNDER THE PLAN AND
                  NAME AND POSITION                         AS OF DECEMBER 9, 1996              OFFERED HEREBY
  -------------------------------------------------- -------------------------------------   ---------------------
  Joseph E. Kasputys................................           1,894,058(a)(b)(c)                  146,830
    Chairman, President and Chief Executive Officer
  
  John C. Holt......................................             219,810(b)                         18,810
    Executive Vice President
  
  Stephen H. Curran.................................             291,568(a)(b)(c)                   40,000
    Senior Vice President and Chief Financial
    Officer
  
  Ira Herenstein....................................              62,600(a)(b)(c)                   51,350
    Senior Vice President
  
  Michael R. Kargula................................             400,230(a)(b)(c)                   57,940
    Senior Vice President, General Counsel and
    Secretary
  
  Patrick G. Richmond...............................             147,458(a)(b)(c)                   55,430
    Vice President of Corporate Development
  
  William J. Swift III..............................             110,298(a)(b)(c)                   19,500
    Vice President and Tax Counsel
  ---------------
   
  (a) Includes for each of Messrs. Kasputys, Curran, Kargula, Richmond, and Swift
      27,028 shares, and for Messr. Herenstein 11,250 shares, respectively,
      allocated to the participant's account under the Primark Corporation
      Employee Stock Ownership Plan ("ESOP") as to which the participant possesses
      voting power but not dispositive power.
   
  (b) Includes 1,415,050, 218,810, 246,240, 319,520, 120,430, 81,840 and 51,350
      shares subject to stock options exercisable within 60 days of December 9,
      1996 by Messrs. Kasputys, Holt, Curran, Kargula, Richmond, Swift and
      Herenstein, respectively, all of which options were granted under various
      plans of the Company.
   
  (c) Does not include shares which will be allocated to the participant's account
      under the ESOP on December 31, 1996, which number of shares is
      indeterminable as of the date hereof.
   
                                          4
  7
   
                                  PLAN OF DISTRIBUTION
   
       This offering of 389,860 shares of Common Stock is being made by the
  Selling Shareholders, who have indicated they are acting independently of each
  other and the Company in determining the manner and extent of sales of the
  shares of Common Stock included herein. The Company will receive none of the
  proceeds of this offering.
   
       Although all of the shares of Common Stock that are currently owned by the
  Selling Shareholders, or that would be owned by them upon the exercise of
  options granted under the Plan, are being registered for public sale, the sale
  of any or all of such shares by a Selling Shareholder may depend on the sale
  price of such shares and market conditions generally prevailing at the time. The
  Selling Shareholders reserve the right to reject any order in whole or in part.
   
       The Selling Shareholders have informed the Company that they may sell the
  shares of Common Stock being offered hereby in one or more transactions (which
  may involve block transactions) effected from time to time on the NYSE or the
  Pacific Stock Exchange, in special offerings, in the over-the-counter market, in
  negotiated transactions, or through a combination of such methods of sale, in
  each case at market prices prevailing at the time of sale, at prices relating to
  such prevailing market prices, or at negotiated prices. The shares of Common
  Stock may be sold by one or more of the following methods: (i) a block trade in
  which the broker or dealer so engaged will attempt to sell the shares as agent
  but may position and resell a portion of the block as principal to facilitate
  the transaction; (ii) purchases by a broker or dealer as principal and resale by
  such broker or dealer for its account pursuant to this Prospectus; (iii) an
  exchange distribution and/or a secondary distribution in accordance with the
  rules of the NYSE or Pacific Stock Exchange, as applicable; and (iv) ordinary
  brokerage transactions and transactions in which the broker solicits purchasers.
  In effecting sales, brokers or dealers engaged by the Selling Shareholders may
  arrange for other brokers or dealers to participate.
   
       Some or all of the shares offered hereunder also may be sold to or through
  an underwriter or underwriters. Any shares sold in that manner will be acquired
  by such underwriters for their own accounts and may be resold from time to time
  in one or more transactions, including negotiated transactions, at a fixed
  public offering price or at varying prices determined at the time of sale. Such
  shares may be offered to the public through underwriting syndicates represented
  by one or more managing underwriters or may be offered to the public directly by
  one or more underwriters. Any initial public offering price and any discounts or
  concessions allowed or disallowed or paid to dealers may be changed from time to
  time.
   
       The Selling Shareholders have indicated that if any of the Common Stock
  offered hereby is sold through brokers or dealers or underwriters, then the
  Selling Shareholders may pay customary brokerage commissions and charges or an
  underwriting discount or concession. The Selling Shareholders and any brokers or
  dealers, underwriters or other persons who participate with them in the
  distribution of the shares offered hereby may be deemed to be "underwriters"
  within the meaning of the Securities Act, although the Selling Shareholders
  disclaim such status. Any commissions and discounts received by such persons, or
  any profit on the resale of the stock by such persons, may be deemed to be
  underwriting discounts and commissions under the Securities Act. Neither the
  delivery of the Prospectus, or any Prospectus Supplement, nor any other action
  taken by the Company, the Selling Shareholders or any purchaser in connection
  with the purchase or sale of shares offered hereby shall be deemed or treated as
  an admission that any of them is an underwriter within the meaning of the
  Securities Act in connection with the sales of any shares.
   
       The Company will pay all expenses incidental to the registration of the
  Common Stock, but will not pay selling or other expenses incurred in the
  offering, including the discounts and commissions of broker-dealers. The Company
  has agreed to indemnify the Selling Shareholders against certain civil
  liabilities, including liabilities under the Securities Act, in connection with
  the Common Stock offered hereby.
   
                                          5
  8
   
                                   LEGAL MATTERS
   
       The validity of the issuance of the shares of Common Stock offered hereby
  has been passed upon by Michael R. Kargula, Esq., Senior Vice President, General
  Counsel, and Secretary to the Company. As of December 9, 1996, Mr. Kargula
  beneficially owned 400,230 shares of Common Stock, including options that are
  presently exercisable or exercisable within 60 days of such date. Of such
  shares, 41,882 were granted as restricted shares under the Primark Corporation
  1988 Incentive Plan, 211,580 represented options to acquire Shares of Common
  Stock under the Primark Corporation 1988 Incentive Plan, 50,000 represented
  options for Common Stock under the Company's Stock Option Plan, 57,940
  represented options for Common Stock under the 1992 Stock Option Plan, and
  27,028 shares are held under the Company's ESOP. 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 ESOP on or about December 31, 1996.
   
                                      EXPERTS
   
       The Consolidated Financial Statements and related financial statement
  schedules incorporated by reference into this Prospectus and into the
  Registration Statement have been audited by Deloitte & Touche LLP, independent
  auditors, as stated in their reports which are incorporated herein by reference,
  and have been so incorporated in reliance upon the reports of such firm given
  upon their authority as experts in accounting and auditing.
   
                               AVAILABLE INFORMATION
   
       The Company is subject to the informational requirements of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
  therewith files reports, proxy statements, and other information with the
  Securities and Exchange Commission (the "Commission"). Such reports, proxy
  statements, and other information can be inspected and copied, at prescribed
  rates, at the public reference facilities of the Commission at 450 Fifth Street,
  N.W., Washington, D.C. 20549, Room 1024, and at the Commission's New York
  Regional Office at Seven World Trade Center, New York, New York 10048, and
  Chicago Regional Office at Northwest Atrium Center, 500 West Madison Street,
  Chicago, Illinois 60611. Copies of such material also can be obtained at
  prescribed rates by writing to the Public Reference Section of the Commission at
  450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a 'web
  site' that contains reports, proxy and information statements and other
  information regarding registrants that file electronically with the Commission.
  This web site can be accessed at http://www.sec.gov. The Company's Common Stock
  is traded on the NYSE and the Pacific Stock Exchange, and such reports, proxy
  statements, and other information can be inspected at the offices of the NYSE at
  Room 401, 20 Broad Street, New York, New York 10005 and the Pacific Stock
  Exchange, 301 Pine Street, San Francisco, California 94104.
   
       The Company has filed with the Commission a registration statement on Form
  S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
  (the "Securities Act") with respect to the Common Stock offered hereby. This
  Prospectus, which constitutes a part of the Registration Statement, does not
  contain all of the information set forth in the Registration Statement and in
  the exhibits and schedules thereto. For further information with respect to the
  Company and the Common Stock, reference is hereby made to such Registration
  Statement, exhibits and schedules. Statements contained in this Prospectus as to
  the contents of any document referred to herein are not necessarily complete,
  and each such statement is qualified in its entirety by reference to each such
  document. The Registration Statement may be inspected without charge at the
  principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C.
  20549, and copies of all or any part thereof may be obtained from the Commission
  at prescribed rates.
   
                                          6
  9
   
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
       The following documents filed by the Company with the Commission (File No.
  1-8260) are hereby incorporated by reference in this Prospectus: (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) the description of the Company's Common Stock as set
  forth in its Form 10 dated November 17, 1981, Form 8-A dated October 18, 1985,
  Form 8-A dated January 13, 1988 and Form 8-A dated June 16, 1992. All documents
  filed pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
  subsequent to the date hereof and prior to the termination of the offering of
  Common Stock offered hereby shall be deemed to be incorporated by reference into
  this Prospectus and to be a part hereof from the date of filing of such
  documents. Any statement contained herein in a document incorporated or deemed
  to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of the Registration Statement and this Prospectus to the
  extent that a statement contained herein or in any subsequently filed document
  that is also incorporated or deemed to be incorporated herein by reference
  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 Prospectus.
   
       The Company will provide without charge to each person to whom a copy of
  this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all of the documents referred to above or elsewhere
  herein that have been incorporated by reference in this Prospectus, other than
  exhibits to such documents (unless such exhibits are specifically incorporated
  by reference into the information that this Prospectus incorporates). Written
  requests for such copies should be directed to Primark Corporation, Investor
  Relations, 1000 Winter Street, Suite 4300, Waltham, Massachusetts 02154,
  telephone (617) 466-6611.
   
                                          7
  10
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
   
  NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
  OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
  CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
  INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
  BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE
  AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OFFERED
  HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH
  OFFER OR SOLICITATION IN SUCH STATE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
  ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
  THAT THERE HAS BEEN NO CHARGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
  HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
  THE DATE HEREOF.
   
                              ------------------------
   
                                 TABLE OF CONTENTS
  PAGE
  The Company...........................    2
  Risk Factors..........................    2
  Use of Proceeds.......................    3
  Selling Shareholders..................    4
  Plan of Distribution..................    5
  Legal Matters.........................    6
  Experts...............................    6
  Available Information.................    6
  Incorporation of Certain Documents by
    Reference...........................    7
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
                               PRIMARK CORPORATION
  
                                   389,860 SHARES
                                    COMMON STOCK
  
                                     PROSPECTUS
   
                                 DECEMBER 10, 1996
   
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  11
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 8.  EXHIBITS.
  EXHIBIT
     NUMBER     DESCRIPTION
     -------    -----------
  5.1    -- Opinion of Michael R. Kargula, Esq., Senior Vice President, General Counsel,
                and Secretary of the Company, regarding the legality of the securities being
                registered.
     
     23.1    -- Consent of Deloitte & Touche LLP.
     
     23.2    -- Consent of Michael R. Kargula, Esq. (included in the opinion filed as Exhibit
                5.1 hereto).
  
     24.1    -- Power of Attorney (included on signature pages).
  II-1
  12
   
                                     SIGNATURES
   
       Pursuant to the requirements of the Securities Act, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham, Commonwealth of Massachusetts on December
  10, 1996.
   
                                              PRIMARK CORPORATION
   
                                                       /s/ STEPHEN H. CURRAN
                                              By:.................................
                                                       STEPHEN H. CURRAN
                                                   SENIOR VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER
   
                                 POWER OF ATTORNEY
   
       The undersigned directors and officers of Primark Corporation, a Michigan
  corporation, hereby severally constitute and appoint Joseph E. Kasputys, Stephen
  H. Curran and Michael R. Kargula, and each of them (with full power to act
  without the others), his or her true and lawful attorneys-in-fact and agents,
  with full power of substitution and resubstitution for him or her, and in his or
  her name, place and stead, in any and all capacities, to execute and file with
  the Securities and Exchange Commission under the provisions of the Securities
  Act of 1933, as amended, a Registration Statement covering shares of common
  stock of the corporation which have been issued or may be issued under its 1992
  Stock Option Plan, and thereafter to execute and file any Post-Effective
  Amendments to the Registration Statement and Amendments or Supplements to any of
  the foregoing, hereby giving and granting to said attorneys full power and
  authority to do and perform every and all acts and things whatsoever requisite
  and necessary to be done in and about the premises as fully, to all intents and
  purposes, as he might or could do if personally present at the time thereof,
  hereby ratifying and confirming all that said attorneys and agents, or any of
  them, or their substitute or his substitute, may or shall lawfully do, or cause
  to be done, by virtue hereof.
   
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                               TITLE                        DATE
  ------------------------------------------  ------------------------------    ------------------
  /s/ JOSEPH E. KASPUTYS            Chairman, President and Chief       December 9, 1996
   ........................................     Executive Officer (Principal
              JOSEPH E. KASPUTYS                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 and        December 9, 1996
   ........................................     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-2
  13
   
                                 INDEX OF EXHIBITS
  Exhibit 5.1    Opinion of Michael R. Kargula, Esq., Senior Vice President, General Counsel,
                 and Secretary of the Company, regarding the legality of the securities being
                 registered.
  
  Exhibit 23.1   Consent of Deloitte & Touche LLP.
  
  Exhibit 23.2   Consent of Michael R. Kargula, Esq. (included in the opinion filed as Exhibit
                 5.1 hereto).
  
  Exhibit 24.1   Power of Attorney (included on signature pages).