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                                   FORM 8-A/A
                               (Amendment No. 1)
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                 REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                             COMSHARE, INCORPORATED
             (Exact name of registrant as specified in its charter)

               Michigan                                  38-1804887 
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

       555 Briarwood Circle, Ann Arbor, Michigan                 48108
       (Address of principal executive offices)                (Zip Code)



                                      
If this Form relates to the              If this Form relates to the
registration of a class of debt          registration of a class of debt
securities and is effective upon         securities and is to become effective
filing pursuant to General               simultaneously with the effectiveness
Instruction A(c)(1), please check        of a concurrent registration
the following box.                       statement under the Securities Act of
                    ---                  1933 pursuant to General Instruction
                   /  /                  A(c)(2), please check the following
                   ---                   box.
                                               ---
                                              /  /
                                              ---




Securities to be registered pursuant to Section 12(b) of the Act:

                             None

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class               Name of each exchange on which
to be so registered               each class is to be registered

Preferred Stock Purchase Rights   The Nasdaq Stock Market, Inc.
                                      
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                                   SIGNATURE

     Pursuant to the  requirements of Section  13 of the  Securities Exchange
Act  of 1934,  the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                  COMSHARE, INCORPORATED

                                  /S/ Kathryn A. Jehle

Dated: September 27, 1996         By: Kathryn A. Jehle
                                      Senior Vice President,
                                      Chief Financial Officer,
                                      Treasurer and Assistant Secretary