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)
   
                    TASC PROFIT SHARING AND STOCK OWNERSHIP PLAN
      (MAINTAINED BY TASC, INC., A WHOLLY OWNED SUBSIDIARY OF THE REGISTRANT)
                              (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 MAXIMUM     PROPROSED
       TITLE OF SECURITIES       AMOUNT TO BE    OFFERING PRICE  MAXIMUM AGGREGATE     AMOUNT OF
        TO BE REGISTERED         REGISTERED(1)    PER SHARE(2)   OFFERING PRICE(2) REGISTRATION FEE
  -------------------------------------------------------------------------------------------------
  <S>                               <C>              <C>          <C>                <C>
  Common Stock,
    without par value..........     1,414,276        $24.875      $35,180,115.50     $10,660.64
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  </TABLE>
   
  (1) Represents (i) 1,164,276 shares of common stock, without par value ("Common
      Stock") acquired by the Plan on May 2, 1996 upon the conversion of the
      Company's Series A Cumulative Convertible Preferred Stock previously held by
      the TASC Profit Sharing and Stock Ownership Plan, maintained by TASC, Inc.,
      a wholly owned subsidiary of the Registrant (the "Plan"), and (ii) 250,000
      additional shares which may be required by participant purchase transactions
      under the Plan.
   
  (2) 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.
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  <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 qualification of the TASC Profit Sharing and Stock Ownership Plan under
  Section 401(a) of the Internal Revenue Code has been passed upon for the
  Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Special
  Counsel to the Registrant. As of December 9, 1996, attorneys employed by such
  Special Counsel, and members of their immediate families, did not beneficially
  own any shares of the Corporation's Common Stock.
   
       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.
   
                                        II-1
  <PAGE>   4
   
  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 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.
   
  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.
   
  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.
   
                                        II-2
  <PAGE>   5
   
          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.
   
         Provided, however, that paragraphs (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 post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof;
   
       3. To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering;
   
       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 TASC
  Profit Sharing 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>
                  SIGNATURE                                TITLE                       DATE
  ------------------------------------------   ------------------------------   ------------------
  <S>                                          <C>                              <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 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
  </TABLE>
   
                                        II-4
  <PAGE>   7
   
  <TABLE>
  <CAPTION>
                  SIGNATURE                                TITLE                       DATE
  ------------------------------------------   ------------------------------   ------------------
  <S>                                          <C>                              <C>
  /s/  JONATHAN NEWCOMB                        Director                         December 9, 1996
  ------------------------------------------
  Jonathan Newcomb
  
  /s/  CONSTANCE K. WEAVER                     Director                         December 9, 1996
  ------------------------------------------
  Constance K. Weaver
  </TABLE>
   
       Pursuant to the requirements of the Securities Act of 1933, the
  Administrator of the TASC Profit Sharing and Stock Ownership Plan has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in Reading, Commonwealth of
  Massachusetts on December 9, 1996.
   
                                               By:  /s/  KENNETH M. STONE
                                                   -------------------------------
                                                   Administrator
                                                   Kenneth M. Stone
   
                                        II-5
  <PAGE>   8
   
                                 INDEX OF EXHIBITS
   
  <TABLE>
  <S>          <C>   <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, 988, 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    --  TASC Profit Sharing and Stock Ownership Plan, filed herewith.
  
  Exhibit 5.1    --  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 5.2    --  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Special
                     Counsel to the Registrant, as to the qualification of the TASC Profit Sharing
                     and Stock Ownership Plan under Section 401(a) of the Internal Revenue Code.
  
  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 5.1 hereto.
  
  Exhibit 23.4   --  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Special
                     Counsel to the Corporation contained in the Opinion of Special Counsel filed
                     as Exhibit 5.2 hereto.
  
  Exhibit 24.1   --  Power of Attorney (set forth in the signature page).
  </TABLE>
   
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "TASC PROFIT SHARING AND STOCK OWNERSHIP PLAN", "secsgml_size_bytes": 24303}]
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": "333-17563", "film-number": "96678532"}, "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)
   
                    TASC PROFIT SHARING AND STOCK OWNERSHIP PLAN
      (MAINTAINED BY TASC, INC., A WHOLLY OWNED SUBSIDIARY OF THE REGISTRANT)
                              (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     PROPROSED
       TITLE OF SECURITIES       AMOUNT TO BE    OFFERING PRICE  MAXIMUM AGGREGATE     AMOUNT OF
        TO BE REGISTERED         REGISTERED(1)    PER SHARE(2)   OFFERING PRICE(2) REGISTRATION FEE
  -------------------------------------------------------------------------------------------------
  Common Stock,
    without par value..........     1,414,276        $24.875      $35,180,115.50     $10,660.64
  -------------------------------------------------------------------------------------------------
  -------------------------------------------------------------------------------------------------
  (1) Represents (i) 1,164,276 shares of common stock, without par value ("Common
      Stock") acquired by the Plan on May 2, 1996 upon the conversion of the
      Company's Series A Cumulative Convertible Preferred Stock previously held by
      the TASC Profit Sharing and Stock Ownership Plan, maintained by TASC, Inc.,
      a wholly owned subsidiary of the Registrant (the "Plan"), and (ii) 250,000
      additional shares which may be required by participant purchase transactions
      under the Plan.
   
  (2) 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.
  --------------------------------------------------------------------------------
  --------------------------------------------------------------------------------
  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 qualification of the TASC Profit Sharing and Stock Ownership Plan under
  Section 401(a) of the Internal Revenue Code has been passed upon for the
  Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Special
  Counsel to the Registrant. As of December 9, 1996, attorneys employed by such
  Special Counsel, and members of their immediate families, did not beneficially
  own any shares of the Corporation's Common Stock.
   
       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.
   
                                        II-1
  4
   
  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 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.
   
  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.
   
  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.
   
                                        II-2
  5
   
          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.
   
         Provided, however, that paragraphs (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 post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof;
   
       3. To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering;
   
       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 TASC
  Profit Sharing 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.
  SIGNATURE                                TITLE                       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 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
  II-4
  7
  SIGNATURE                                TITLE                       DATE
  ------------------------------------------   ------------------------------   ------------------
  /s/  JONATHAN NEWCOMB                        Director                         December 9, 1996
  ------------------------------------------
  Jonathan Newcomb
  
  /s/  CONSTANCE K. WEAVER                     Director                         December 9, 1996
  ------------------------------------------
  Constance K. Weaver
  Pursuant to the requirements of the Securities Act of 1933, the
  Administrator of the TASC Profit Sharing and Stock Ownership Plan has duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, in Reading, Commonwealth of
  Massachusetts on December 9, 1996.
   
                                               By:  /s/  KENNETH M. STONE
                                                   -------------------------------
                                                   Administrator
                                                   Kenneth M. Stone
   
                                        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, 988, 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    --  TASC Profit Sharing and Stock Ownership Plan, filed herewith.
  
  Exhibit 5.1    --  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 5.2    --  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Special
                     Counsel to the Registrant, as to the qualification of the TASC Profit Sharing
                     and Stock Ownership Plan under Section 401(a) of the Internal Revenue Code.
  
  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 5.1 hereto.
  
  Exhibit 23.4   --  Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Special
                     Counsel to the Corporation contained in the Opinion of Special Counsel filed
                     as Exhibit 5.2 hereto.
  
  Exhibit 24.1   --  Power of Attorney (set forth in the signature page).
  II-6