1
As filed with the Securities and Exchange Commission on April 24, 1998

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. 2 TO
REGISTRATION STATEMENT NO. 33-49132 ON FORM S-8
AND POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-17561 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.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
(781) 466-6611
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(Name, address and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
-------------------------------

=======================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered(1)(2) per share(3) offering price(3) registration fee(3)
- -------------------------------------------------------------------------------------------------------

COMMON STOCK,
WITHOUT PAR VALUE 1,000,000 $41.44 $41,440,000 $12,224.80
=======================================================================================================

(1) This registration statement relates solely to 1,000,000 additional shares
(the "Shares") of Primark Corporation Common Stock, without par value. The
1,000,000 additional Shares are of the same class as other securities of
Primark Corporation for which Registration Statements filed on Form S-8
relating to the Primark Corporation 1992 Stock Option Plan (Commission File
No. 33-49132 and Commission File No. 333-17561) are effective. Pursuant to
Instruction E of the Registration Statement on Form S-8, the filing fee is
being paid only with respect to the 1,000,000 additional Shares.

(2) One million seven hundred fifty thousand Shares registered by the
registrant under Registration Statement No. 33-49132 and Registration
Statement No. 333-17561 referred to below are consolidated in this
Registration Statement pursuant to Rule 429. Registration fees of $4,453
and $1,884.47 were previously paid by the registrant under the foregoing
Registration Statements 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 April 24, 1998.

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, REGISTRATION STATEMENT
NO. 33-49132 AND REGISTRATION STATEMENT NO. 333-17561 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 1,000,000
additional shares of Primark Corporation (the "Company") Common Stock, without
par value (the "Shares"). The 1,000,000 additional Shares being registered
hereby are of the same class as other securities for which registration
statements on Form S-8 (Commission File No. 33-49132 and Commission File No.
333-17561) are effective. The contents of the earlier registration statements on
Form S-8 (Commission File No. 33-49132 and Commission File No. 333-17561) are
incorporated herein by reference. The remainder of this registration statement
consists only of the required opinions and consents, the signature page, and the
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.

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PROSPECTUS

PRIMARK CORPORATION

1,515,630 SHARES OF COMMON STOCK

This Prospectus relates to 1,515,630 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 Stock Option Plan as amended
and restated as of April 1, 1991 or the Primark Corporation 1992 Stock Option
Plan (collectively, 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 Exchange, Inc.
("Pacific Exchange"). On April 21, 1998, the closing sale price of the Common
Stock, as reported by the NYSE, was $41.44 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
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.

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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.

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THE DATE OF THIS PROSPECTUS IS APRIL 24, 1998

THE COMPANY

Primark Corporation and its subsidiaries (the "Company" or "Primark") is a
Michigan corporation organized in 1981 engaged in the information services
industry. The businesses consist of the operations of Baseline Financial
Services, Inc. ("Baseline"), Datastream International Limited and affiliates
("Datastream"), Disclosure Incorporated ("Disclosure"), Groupe DAFSA S.A.
("DAFSA"), I/B/E/S International, Inc. ("I/B/E/S"), ICV Limited, ("ICV"), Vestek
Systems, Inc. ("Vestek"), WEFA, Inc. ("WEFA"), Yankee Group Research, Inc. (the
"Yankee Group") and an 80% investment in Worldscope/Disclosure LLC
("Worldscope"). Primark also has an equity interest in Primark Decision
Economics Inc. ("PDE"). Primark develops and markets "value-added" databases
that it combines with proprietary analytical software to create a series of
products used for the analysis and presentation of financial, economic and
market research information. Customers include investment managers, investment
bankers, financial market traders, analysts, accounting and legal professionals,
corporate managers, government officials and information and reference service
providers. The Company also owns Triad International Maintenance Corporation
whose operations are reported as discontinued pending the sale of that company.

The Company has engaged BT Alex. Brown Incorporated ("BT Alex. Brown") to
assist the Company in evaluating strategic alternatives that could increase
shareholder value. As part of this process, BT Alex. Brown has assisted the
company in the preparation of information to be furnished to parties that
indicate an interest in acquiring the Company or certain of its key businesses
and is assisting the Company in disseminating such information to interested
parties. BT Alex. Brown had been initially retained earlier in 1997 when the
Company was approached by various third parties regarding a possible sale of the
Company. The Company, with BT. Alex Brown's assistance, is exploring various
strategic alternatives, which could include, among other things, a sale of the
Company, repurchases of Common Stock or acquisitions in the financial, economic
and market research information services sector. It should be emphasized that,
as of the date of this Prospectus, the Company has not made a decision to pursue
any particular alternative, including without limitation, a sale of the Company.

The Company's principal executive offices are located at 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02154, and its telephone number is
(781) 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."

MARKET CONDITIONS

The Company's business principally serves institutions and professionals in
the financial markets, although the Company also has corporate and government
customers in both the United States and other countries. As a result, any
downturn in the financial markets could adversely affect the Company's overall
revenues and profits.

FOREIGN CURRENCY EXCHANGE RATE RISK

Since not all of the Company's revenues and expenses incurred are in U.S.
dollars, the Company's operations have been and continue to be affected by
fluctuations in currency exchange rates. For the year ended

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1997, international revenues and operating income of the company's continuing
operations represented 56% of total consolidated revenues and operating income.

Consequently, the Company is exposed to certain risks associated with an
international business, particularly with respect to foreign currency exchange
rate movements. International 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 in
certain countries against the U.S. dollar would adversely affect the Company's
overall future operating results and cash flows.

The Company engages in hedging activities, including foreign currency
options and forward contracts, in order to minimize the ongoing exposure to
foreign currency exchange risk with respect to its foreign operating income and
cash flows. In 1997, the Company recorded a $1.9 million gain before income
taxes for foreign currency transactions. In addition, the Company typically
maintains foreign currency hedges for its significant foreign currency
exposures.

TECHNOLOGICAL CHANGES

The Company operates principally in the information services industry,
which changes rapidly and is highly competitive. Even if the Company remains
abreast of the latest developments and available technology, technological
advances and/or the introduction of new products and services in the information
services industry could adversely affect the Company. There are many large and
successful companies in the information services industry, many of which have
greater resources than the Company. The Company's future success will depend
significantly on its ability to develop and deliver technologically advanced
quality products and services. The cost of developing such products and services
could adversely affect the Company's future results of operations.

LEVEL OF INDEBTEDNESS

The Company has substantial indebtedness. At April 2, 1998, the Company had
consolidated total debt of $119.75 million. The Company and its subsidiaries may
incur additional indebtedness from time to time for general corporate purposes,
including acquisitions and capital expenditures, subject to certain restrictions
on the Company and certain subsidiaries, including the satisfaction of certain
debt coverage tests. In the past, cash generated from operating activities,
together with borrowings and proceeds from equity issuances, has been sufficient
to meet the Company's debt service, acquisition, investment and capital
expenditure requirements. The Company believes that cash generated from
operating activities, together with borrowings from existing and future credit
facilities and proceeds from future equity issuances, will be sufficient to meet
its future debt service requirements and to make anticipated acquisitions,
investments and capital expenditures. However, there can be no assurances in
this regard.

The Company will redeem its $112 million of 8.75% Senior Notes due
October 15, 2000 on May 8, 1998. The redemption of the Senior Notes will require
payment of a 4.375% call premium and will cost the Company $4.9 million in
addition to the $112 million principal amount of the Senior Notes. The Company
has a $225 million revolving credit arrangement which could provide the Company
the flexibility to borrow amounts either for stock repurchases and/or
acquisitions.

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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.

USE OF PROCEEDS

The Company will receive none of the proceeds from the sale of the Common
Stock in this offering.

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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 April 1, 1998 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
Shares Beneficially Owned Be Acquired Under the Plan
Name and Position as of April 1, 1998 and Offered Hereby
----------------- ------------------- ------------------

Joseph E. Kasputys 1,391,870(a)(b)(c) 431,000
Chairman, President and Chief Executive Officer

John C. Holt 475,464(b)(d) 474,320
Executive Vice President

Stephen H. Curran 243,705(a)(b)(c) 113,000
Executive Vice President and Chief Financial
Officer from May 1997 to present; Senior Vice
President and Chief Financial Officer
during 1996 and 1995

Ira Herenstein 113,094(a)(b)(c) 100,610
Senior Vice President

Michael R. Kargula 341,100(a)(b)(c) 155,000
Executive Vice President, General Counsel and
Secretary from May 1997 to present; Senior Vice
President, General Counsel and Secretary during
1996 and 1995

Patrick G. Richmond 219,863(a)(b)(c) 191,200
Executive Vice President of Corporate Development
from May 1997 to present; Vice President of
Corporate Development during 1996 and 1995

William J. Swift III 125,851(a)(b)(c) 50,500
Senior Vice President and Tax Counsel

- ----------

(a) Includes for each of Messrs. Kasputys, Curran and Swift 28,262 shares, and
for Messrs. Kargula, Richmond and Herenstein 29,081, 28,663, and 12,484
shares, respectively, held in participant's account under the Primark
Corporation Savings and Stock Ownership Plan ("Savings Plan") as to which
the participant possesses both voting power and dispositive power with
respect to such shares. Also includes 2,199 and 626 shares of common stock
held by Messrs. Curran and Swift, respectively, under the Primark
Corporation 1992 Employee Stock Purchase Plan ("ESPP").

(b) Includes 431,000, 474,320, 113,000, 155,000, 191,200, 50,500 and 100,610
shares subject to stock options exercisable within 60 days of April 1, 1998
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 may be acquired under the Savings Plan or
ESPP after April 1, 1998, which number of shares is indeterminable as of
the date hereof.

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(d) Mr. Holt resigned his position with the Company effective effective
April 1, 1998, except that he will be deemed to be an employee of the
Company solely for purposes of the Plan and he will continue to be a member
of the Board of Directors of the Company.

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PLAN OF DISTRIBUTION

This offering of 1,515,630 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 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 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.

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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.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
has been passed upon by Michael R. Kargula, Esq., Executive Vice President,
General Counsel, and Secretary to the Company. As of April 1, 1998, Mr. Kargula
beneficially owned 341,100 shares of Common Stock, including options that are
presently exercisable or exercisable within 60 days of such date. Of such
shares, 21,882 represent the remaining shares that were granted to Mr. Kargula
under the Primark Corporation 1988 Incentive Plan, 50,000 represent options to
acquire Shares of Common Stock under the Company's Stock Option Plan, 105,000
represent options for Common Stock under the 1992 Stock Option Plan, and 29,081
shares are held under the Company's Savings Plan. This number of shares
beneficially owned by Mr. Kargula as of April 1, 1998, does not include shares
that have been acquired by Mr. Kargula under the Savings Plan after such date,
which shares are indeterminable as of the date of this Prospectus.

EXPERTS

The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 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 Exchange,
Inc., 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

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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.

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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 and Form 10-K/A for the fiscal year ended December 31, 1997;
(ii) current reports on Form 8-K dated March 3, 1998, March 6, 1998, March 20,
1998 and April 8, 1998; (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 June 16, 1992, and Form 8-A dated June 20, 1997. The Proxy
Statement for the Company's Special Meeting of Shareholders filed on February
26, 1998 is also incorporated by reference herein. 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 (781) 466-6611.

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================================================================================

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 CHANGE 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.............................................................. 3
Use of Proceeds........................................................... 5
Selling Shareholders...................................................... 6
Plan of Distribution...................................................... 7
Legal Matters............................................................. 8
Experts................................................................... 8
Available Information..................................................... 8
Incorporation of Certain Documents
by Reference........................................................... 9

PRIMARK CORPORATION

1,515,630 SHARES
COMMON STOCK

PROSPECTUS

APRIL 24, 1998

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

Exhibit
Number Description
------ -----------

5.1 Opinion of Michael R. Kargula, Esq., Executive 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).

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 April 24,
1998.

PRIMARK CORPORATION

By: /s/ Stephen H. Curran
--------------------------------
Stephen H. Curran
Executive 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.

Signatures Titles Date
- ---------- ------ ----

/s/ Joseph E. Kasputys Chairman, President and February 23, 1998
- -------------------------- Chief Executive Officer
Joseph E. Kasputys (Principal Executive Officer)

/s/ Stephen H. Curran Executive Vice President and February 23, 1998
- -------------------------- Chief Financial Officer
Stephen H. Curran (Principal Financial and
Accounting Officer)

/s/ Kevin J. Bradley Director February 23, 1998
- --------------------------
Kevin J. Bradley

/s/ John C. Holt Executive Vice President February 23, 1998
- -------------------------- and Director
John C. Holt

/s/ Steven Lazarus Director February 23, 1998
- --------------------------
Steven Lazarus

/s/ Patricia McGinnis Director February 23, 1998
- --------------------------
Patricia McGinnis

/s/ Jonathan Newcomb Director February 23, 1998
- --------------------------
Jonathan Newcomb

/s/ Constance K. Weaver Director February 23, 1998
- --------------------------
Constance K. Weaver

INDEX OF EXHIBITS

Exhibit 5.1 Opinion of Michael R. Kargula, Esq., Executive 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).