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-                      .

                The attached material change report furnished on this report on Form 6-K was filed by Cognos Incorporated (the “Registrant”) on January 31, 2008 and is hereby incorporated by reference.

Exhibit No.	Document
99.1	Material Change Report dated January 31, 2008

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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 31, 2008

EXHIBITS

Exhibit No.	Description
99.1	Material Change Report dated January 31, 2008

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EX-99.1

Exhibit 99.1

MATERIAL CHANGE REPORT

1.Reporting Issuer:

Cognos Incorporated (“Cognos”)

3755 Riverside Drive

P.O. Box 9707, Station T

Ottawa, Ontario

K1G 4K9

2.Date of Material Change:

January 31, 2008

3.News Release:

A news release relating to the material change described below was issued on January 31,
 2008 and is attached hereto as Schedule “A”.

4.Summary of Material Change:

See Schedule “A”.

5.Full Description of Material Change:

See Schedule “A”.

6.Reliance on subsection 7.1(2) or (3) of National Instrument 51-102:

Not applicable.

7.Omitted Information:

None.

8.Executive Officer:

For further information, please contact:

Moira J. Callahan
Legal Department
IBM Canada Limited
3600 Steeles Avenue East, A4
Markham, Ontario L3R 9Z7
Phone: (905) 316-4514 Fax: (905) 316-4220
moirac@ca.ibm.com

9.Date of Report:

January 31, 2008

SCHEDULE “A”

PRESS RELEASE

IBM COMPLETES ACQUISITION OF COGNOS
Business Growth Strategy to be Unveiled at Press Briefing

ARMONK, NY, January 31, 2008—IBM (NYSE: IBM) today announced it has completed its acquisition of Cognos® (NASDAQ: COGN) (TSX: CSN), a publicly-held company based in Ottawa, Ontario, Canada. IBM will reveal its business strategy for the Cognos acquisition during a press briefing on February 6.

IBM announced a definitive agreement to acquire Cognos on November 12, 2007. IBM acquired Cognos to accelerate its Information on Demand strategy, a cross-company initiative that combines IBM’s strength in information integration, content and data management and business consulting services to unlock the business value of information.

Through this acquisition, IBM and Cognos will become the leading provider of technology and services for business intelligence and performance management, delivering the industry’s most complete, open standards-based platform with the broadest range of expertise to help companies expand the value of their information, optimize their business processes and maximize performance across their enterprises.

The Cognos acquisition supports both IBM’s acquisition strategy and capital allocation model, and will contribute to the achievement of the company’s objective for earnings-per-share growth through 2010. To date, IBM has announced 25 strategic acquisitions in support of its global Information on Demand effort.

Additional information about IBM’s Information on Demand strategy is available at: http://www.ibm.com/software/data/information-on-demand/. For more details about the combination of IBM and Cognos see: http://www.ibm.com/software/data/info/cognos

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