6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-16006

COGNOS INCORPORATED

(Translation of registrant’s name into English)

3755 Riverside Drive

P.O. Box 9707, Station T

Ottawa, Ontario, Canada

K1G4K9

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.Form 20-F o Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-                              .

Cognos Incorporated (the “Registrant”) is furnishing the following exhibit on this report on Form 6-K, which is hereby incorporated by reference.

Exhibit No.	Document
99.1	Press Release, dated January 24, 2008, announcing European Commission Approval of Acquisition of Cognos by IBM

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SIGNATURES

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

COGNOS INCORPORATED
(Registrant)
By:	/s/ W. John Jussup
Name:	W. John Jussup
Title:	Senior Vice President, Chief Legal Officer & Secretary

Date: January 24, 2008

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EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated January 24, 2008, announcing European Commission Approval of Acquisition of Cognos by IBM

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EX-99.1

Exhibit 99.1

Contact:	Steve Milmore	John Lawlor
	Cognos Public Relations	Cognos Investor Relations
	781-313-2403	613-738-3503
	steve.milmore@cognos.com	john.lawlor@cognos.com

European Commission Approves Acquisition of Cognos by IBM

OTTAWA, ON January 24, 2008 — Cognos® (NASDAQ: COGN) (TSX: CSN) today announced that the European Commission has approved the previously-announced arrangement whereby an indirect subsidiary of International Business Machines Corporation will acquire all of the outstanding common shares of Cognos for US$58.00 in cash for each Cognos common share.

                Cognos has received shareholder and Court approval in respect of the arrangement.  The transaction remains subject to the receipt of certain other regulatory approvals and clearances, including approval by the Minister of Industry under the Investment Canada Act, as well as other customary closing conditions. It is expected that the closing of the arrangement will occur during the first calendar quarter of 2008.

About Cognos

For more information, visit the Cognos Web site at: http://www.cognos.com/

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed transaction between IBM and Cognos, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding IBM and Cognos’s future expectations, beliefs, goals or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and forward-looking information within the meaning of Section 138.4(9) of the Ontario Securities Act (collectively, forward-looking statements).  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements.  A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including that the receipt of the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the arrangement within the expected time-frames or at all and to successfully integrate Cognos’s operations into those of IBM; such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Cognos may be difficult; IBM and Cognos are subject to intense

competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in IBM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in its most recent quarterly report filed with the SEC, and Cognos’s Annual Report on Form 10-K for the fiscal year ended February 28, 2007 and in its most recent quarterly report filed with the SEC.  IBM and Cognos assume no obligation to update the information in this communication, except as otherwise required by law.  Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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