<PAGE> 1
As Filed With The Securities And Exchange Commission on June 6, 1996
Registration Statement No. 33-42545
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________________
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1953544
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3 Corporate Drive
Danbury, Connecticut 06810-4130
(Address, including Zip Code, of Registrant's Principal Executive Offices)
_____________________
1980 STOCK OPTION PLAN
(Full Title of the Plan)
_____________________
Harold F. Mayer
Cognitronics Corporation
3 Corporate Drive
Danbury, Connecticut 06810-4130
(203) 830-3400
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
_____________________
Copy to:
EDWARD S. DAVIS, ESQ.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004-1482
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The purpose of this Post-Effective Amendment is to terminate the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of the
offer and sale of Common Stock of Cognitronice Corporation (the "Company")
under its 1980 Stock Option Plan (the "Plan") and, pursuant to the Company's
undertaking set forth in the Registration Statement on Form S-8 relating to
such Plan, to remove from registration by means of this Post-Effective Amend-
ment all of the securities registered by such Registration Statement that
remained unsold at the termination of the Plan and the expiration of options
granted thereunder.
The Plan expired by its terms on April 24, 1990. All options then outstand-
ing under the Plan have been exercised or expired by their terms five years
after their date of grant. Accordinly, no additional shares of Common Stock
of the Company will be offered or sold under the Plan.
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 regi-
stration statement to be signed on its behalf by the undersigned, there-
unto duly authorized, in the City of Danbury, State of Connecticut, on
June 6, 1996.
COGNITRONICS CORPORATION
By /S/ Harold F. Mayer
------------------------
Harold F. Mayer, Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the date indicated.
Signature Capacity Date
(i) Principal Executive Officer:
/S/ Brian J. Kelley President and Chief June 6, 1996
-------------------- Executive Officer
Brian J. Kelley
(ii) Principal Financial and
Accounting Officer:
/S/ Garrett Sullivan Treasurer and Chief June 6, 1996
-------------------- Financial Officer
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(iii) A Majority of the Board of Directors:
_________*________________
Edward S. Davis
/S/ Brian J. Kelley June 6, 1996
-------------------------
Brian J. Kelley
_________________________
Jack Meehan
_________________________
William A. Merritt
_________*________________
Timothy P. Murphy
_________*________________
David H. Shepard
_________________________
Roy A. Strutt
*By/S/ Harold F. Mayer June 6, 1996
--------------------------
Harold F. Mayer
Attorney-in-Fact
