S-8

As filed with the Securities and Exchange Commission on January 29, 2003

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_________________

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________

COGNOS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

CANADA	98-0119485
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

3755 Riverside Drive
P.O. Box 9707, Station T
Ottawa, Ontario, Canada K1G 4K9
(Address of Principal Executive Offices) (Zip Code)

_________________

Adaytum, Inc. 1999 Stock Option Plan
(Full Title of the Plan)

_________________

William Russell
Cognos Corporation
67 South Bedford Street
Burlington, MA 01803-5164
(Name and Address of Agent For Service)

(781) 229-6600
(Telephone Number, Including Area Code, of Agent For Service)

_________________

Copy to:
Kevin M. Barry, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110

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Calculation Of Registration Fee

		Proposed Maximum	Proposed Maximum
Title of Securities to	Amount to be	Offering Price	Aggregate	Amount of
be Registered	Registered	Per Share	Offering Price	Registration Fee
Common Shares,	857,879 shares	US$ 23.76 (1)	US$20,383,205	US$1,875.25
without par value

    (1)        All such shares are issuable upon the exercise of outstanding options with fixed exercise prices. The price of $23.76 per share is the weighted average of such exercise prices and is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(h).

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

        The following documents filed by Cognos Incorporated (the “Registrant” or the “Company”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference in this Registration Statement:

(a)       The Registrant’s Annual Report on Form 10-K for the fiscal year ended February 28, 2002 filed pursuant to the Exchange Act and containing audited financial statements for the fiscal year ended February 28, 2002.

(b)        The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended May 31, 2002, August 31, 2002 and November 30, 2002, filed pursuant to the Exchange Act.

(c)        The Registrant’s Current Report on Form 8-K filed on December 23, 2002 and the Registrant’s Current Report on Form 8-K filed on January 17, 2003.

(d)        The description of the Common Shares in the section entitled “Description of Share Capital” contained in the Registrant’s Registration Statement on Form F-10 filed with the Commission on June 20, 2002.

        All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

        Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

      Not applicable.

Item 5.    Interest of Named Experts and Counsel.

        Certain legal matters in connection with this Registration Statement will be passed upon on our behalf by Torys LLP, Toronto, Ontario. As of the date of this Registration Statement, the partners and associates of Torys LLP collectively owned beneficially, directly or indirectly, less than 1% of the Company’s outstanding common shares. James M. Tory, Chair Emeritus and Counsel of Torys LLP, serves as Chairman of the Company’s Board of Directors.

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Item 6.    Indemnification of Directors and Officers.

        Under the Canada Business Corporations Act (the “CBCA”), the Company may indemnify a present or former director or officer of the Company or a person who acts or acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity referred to above, and provided that the director, officer or other person acted honestly and in good faith with a view to the best interests of the Company or other entity referred to above and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with a derivative action by or on behalf of the Company or other entity referred to above only with court approval and if he or she fulfilled the conditions set forth above. A director, officer or other person referred to above is entitled to indemnification from the Company as a matter of right if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.

        The by-laws of the Company provide that the Company shall, to the extent permitted by the CBCA, indemnify every present or former director or officer of the Company or person who acts or acted and every other person who acts or acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and his or her heirs and legal representatives.

        A directors’ and officers’ liability insurance policy is maintained by the Company, which insures directors and officers for losses as a result of certain claims against the directors and officers of the Company in their capacity as directors and officers and also reimburses the Company for payments made pursuant to the indemnity provisions under the CBCA and the by-laws of the Company.

Item 7.    Exemption From Registration Claimed.

      Not applicable.

Item 8.    Exhibits.

         4.1        Adaytum, Inc. 1999 Stock Option Plan.

         4.2         Articles of Incorporation of the Company and amendments thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on January 14, 2003).

         4.3         By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on May 29, 2002).

         5.1         Opinion of Torys LLP.

         23.1       Consent of Ernst & Young LLP.

         23.2       Consent of Torys LLP (included in Exhibit 5.1).

         24.1       Power of Attorney (included on page 8 of this Registration Statement).

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Item 9.    Undertakings.

(a)        The undersigned Registrant hereby undertakes:

(1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)       To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)        The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, Canada on the 23rd day of January, 2003.

COGNOS INCORPORATED

By:   /s/  Renato Zambonini                    

       Renato Zambonini

       Chief Executive Officer and Director

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POWER OF ATTORNEY AND SIGNATURES

        EACH PERSON WHOSE SIGNATURE appears below this Registration Statement hereby constitutes and appoints Tom Manley and W. John Jussup and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities (until revoked in writing) to sign all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Cognos Incorporated and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title(s)	Date
/s/ Renato Zambonini	Chief Executive Officer	January 23, 2003
Renato Zambonini	and Director (Principal Executive
	Officer)
/s/ Tom Manley	Senior Vice President,	January 23, 2003
Tom Manley	Finance and Administration
	and Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)
/s/ John E. Caldwell	Director	January 23, 2003
John E. Caldwell
/s/ Douglas C. Cameron	Director	January 23, 2003
Douglas C. Cameron
/s/ Pierre Y. Ducros	Director	January 23, 2003
Pierre Y. Ducros
/s/ Robert W. Korthals	Director	January 23, 2003
Robert W. Korthals
/s/ John Rando	Director	January 23, 2003
John Rando

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/s/ James M. Tory	Director	January 23, 2003
James M. Tory, Q.C
/s/ William Russell	Authorized Representative	January 22, 2003
William Russell	in the United States and Director

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AUTHORIZED REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the Authorized Representative has duly caused this Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of Cognos Incorporated in the United States, in the City of Cupertino, State of California, on this 22nd day of January, 2003.

/s/ William Russell        

William Russell

Authorized U.S. Representative

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Adaytum, Inc. 1999 Stock Option Plan.
4.2	Articles of Incorporation of the Company and amendments thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on January 14, 2003).
4.3	By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed on May 29, 2002).
5.1	Opinion of Torys LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Torys LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on page 8 of this Registration Statement)

EX-4

Exhibit 4.1

ADAYTUM, INC.

1999 STOCK OPTION PLAN

Section 1.     Purpose of the Plan.

        This Plan shall be known as the “Adaytum, Inc. 1999 Stock Option Plan” and is hereinafter referred to as the “Plan.” The purpose of the Plan is to aid in maintaining and developing personnel capable of assuring the future success of Adaytum, Inc., a Delaware corporation (the “Company”), to offer such personnel additional incentives to put forth maximum efforts for the success of the business, and to afford them an opportunity to acquire a proprietary interest in the Company through stock options as provided herein. Options granted under the Plan may be either incentive stock options (“Incentive Stock Options”) within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”), or options which do not qualify as Incentive Stock Options.

Section 2.     Stock Subject to the Plan.

        Subject to adjustment as provided in Section 11, the maximum number of shares on which options may be exercised under this Plan shall be 8,945,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”). The Shares may be either authorized but unissued shares of Common Stock, or issued shares of Common Stock which have been reacquired by the Company. If an option under the Plan expires or for any reason is terminated or expires unexercised with respect to any Shares, such Shares shall again be available for options thereafter granted during the term of the Plan.

Section 3.     Administration of Plan.

    (a)        The Plan shall be administered by the Board of Directors of the Company or a committee of three or more directors of the Company. The members of such committee shall be appointed by and serve at the pleasure of the Board of Directors. The group administering the Plan shall be referred to herein as the “Committee.”

    (b)        The Committee shall have plenary authority in its discretion, but subject to the express provisions of the Plan, (i) to determine the purchase price of the Shares covered by each option, (ii) to determine the employees to whom and the time or times at which such options shall be granted and the number of Shares to be subject to each option, (iii) to determine the terms of exercise of each option, (iv) to accelerate the time at which all or any part of an option may be exercised, (v) to amend or modify the terms of any option with the consent of the optionee, (vi) to interpret the Plan, (vii) to prescribe, amend and rescind rules and regulations relating to the Plan, (viii) to determine the terms and provisions of each option agreement with respect to options granted under this Plan (which agreements need not be identical), including the designation of those options intended to be Incentive Stock Options, and (ix) to make all other determinations necessary or advisable for the administration of the Plan, subject to the exclusive authority of the Board of Directors under Section 13 to amend or terminate the Plan.

The Committee’s determinations on the foregoing matters, unless otherwise disapproved by the Board of Directors of the Company, shall be final and conclusive.

    (c)        The Committee shall select one of its members as its Chair and shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination that is set forth in a written document and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The granting of an option pursuant to the Plan shall be effective only if a written agreement shall have been duly executed and delivered by and on behalf of the Company and the employee to whom such right is granted. The Committee may appoint a Secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable.

    (d)        The Committee shall, to the extent necessary or desirable, establish special rules for employees and former employees located in a particular country. Such rules shall be set forth in Appendices to the Plan, which shall be deemed incorporated into the Plan. Such rules may not change the maximum number of Shares on which options may be exercised under the Plan or the eligibility rules set forth in Section 4.

Section 4.     Eligibility.

        Incentive Stock Options may only be granted under this Plan to any full or part-time employee (which term as used herein includes, but is not limited to, officers and directors who are also employees) of the Company and of its present and future subsidiary corporations (herein called “subsidiaries”). Full and part-time employees of the Company and its subsidiaries, members of the Board of Directors of the Company or one of its subsidiaries who are not also employees thereof, and consultants or independent contractors providing valuable services to the Company or one of its subsidiaries who are not also employees thereof shall be eligible to receive options which do not qualify as Incentive Stock Options. In determining the persons to whom options shall be granted and the number of Shares subject to each option, the Committee may take into account the nature of services rendered by the respective persons, their present and potential contributions to the success of the Company and such other factors as the Committee in its discretion shall deem relevant. A person who has been granted an option under the Plan may be granted an additional option or options under the Plan if the committee shall so determine; provided, however, that to the extent the aggregate fair market value (determined at the time the Incentive Stock Option is granted) of the Shares with respect to which all Incentive Stock Options are exercisable for the first time by an employee during any calendar year (under all plans described in Section 422 of the Code of his or her employer corporation and its parent and subsidiary corporations described in Section 424(e) or 424(f) of the Code) exceeds $100,000, such options shall be treated as options which do not qualify as Incentive Stock Options.

Section 5.     Price.

        Subject to the provisions of Section 9, the option price for all Incentive Stock Options granted under the Plan shall be determined by the Committee but shall not be less than 100% of

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the fair market value of the Shares at the date of granting of such option. The option price for options granted under the Plan which do not qualify as Incentive Stock Options shall also be determined by the Committee. For purposes of the preceding sentence and for all other valuation purposes under the Plan, the fair market value of the Shares shall be as reasonably determined by the Committee. If on the date of grant of any option granted under the Plan, the Shares are not publicly traded, the Committee shall make a good faith attempt to satisfy the option price requirement of this Section 5 and in connection therewith shall take such action as it deems necessary or advisable.

Section 6.     Term.

        Each option and all rights and obligations thereunder shall expire on the date determined by the Committee and specified in the option agreement. The Committee shall be under no duty to provide terms of like duration for options granted under the Plan, but the term of an Incentive Stock Option may not extend more than ten (10) years from the date of granting of such option and the term of options granted under the Plan which do not qualify as Incentive Stock Options may not extend more than fifteen (15) years from the date of granting of such option.

Section 7.     Exercise of Option.

    (a)        The Committee shall have full and complete authority to determine whether the option will be exercisable in full at any time or from time to time during the term of the option, or to provide for the exercise thereof in such installments, upon the occurrence of such events and at such times during the term of the option as the Committee may determine.

    (b)        The exercise of any option granted hereunder shall only be effective at such time that the sale of Shares pursuant to such exercise will not violate any domestic or foreign securities or other laws.

    (c)        An optionee electing to exercise an option shall give written notice to the Company of such election and of the number of Shares subject to such exercise. The full purchase price of such Shares shall be tendered with such notice of exercise. Payment shall be made to the Company either in cash (including check, bank draft or money order), or, at the discretion of the Committee, (i) by delivering certificates for shares of Common Stock already owned by the optionee having a fair market value equal to the full purchase price of the Shares, or (ii) a combination of cash and such shares of Common Stock; provided, however, that an optionee shall not be entitled to tender shares of Common Stock pursuant to successive, substantially simultaneous exercise of options granted under this or any other stock option plan of the Company. The fair market value of such tendered shares of Common Stock shall be determined as provided in Section 5. Until such person has been issued a certificate or certificates for the Shares subject to such exercise, he or she shall possess no rights as a stockholder with respect to such Shares.

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Section 8.     Additional Restrictions.

        The Committee shall have full and complete authority to determine whether all or any part of the Shares acquired upon exercise of any of the options granted under the Plan shall be subject to restrictions on the transferability thereof or any other restrictions affecting in any manner the optionee’s rights with respect thereto, but any such restriction shall be contained in the agreement relating to such options.

Section 9.     Ten Percent Shareholder Rule.

        Notwithstanding any other provision in the Plan, if at the time an option is otherwise to be granted pursuant to the Plan the optionee owns directly or indirectly (within the meaning of Section 424(d) of the Code) shares of common stock of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporations (within the meaning of Section 424(e) or 424(f) of the Code), if any, then any Incentive Stock Option to be granted to such optionee pursuant to the Plan shall satisfy the requirements of Section 422(c)(7) of the Code, the option price shall be not less than 110% of the fair market value of the Shares determined as described herein, and such option by its terms shall not be exercisable after the expiration of five (5) years from the date such option is granted.

Section 10.     Non-Transferability.

        No option granted under the Plan shall be transferable by an optionee, otherwise than by will or the laws of descent or distribution as provided in the option agreement. During the lifetime of an optionee, the option shall be exercisable only by such optionee.

Section 11.     Dilution or Other Adjustments.

        If there shall be any change in the Common Stock through merger, consolidation, reorganization, recapitalization, stock dividend (of whatever amount), stock split or other change in the corporate structure of the Company, appropriate adjustments in the Plan and outstanding options shall be made by the Committee. In the event of any such changes, adjustments shall include, where appropriate, changes in the aggregate number of Shares subject to the Plan and the number of Shares and the price per Share subject to outstanding options, in order to prevent dilution or enlargement of option rights. For purposes of clarification, in the event of a change in the corporate structure of the Company whereby the Company is not the surviving corporation or whereby the Company becomes the wholly-owned subsidiary of another corporation in a merger or consolidation, appropriate adjustments under this Section 11 may also include, in the discretion of the Committee, adjustments or substitutions in the type of shares (including shares of stock of the surviving corporation or of the corporation that owns, directly or indirectly, all of the outstanding stock of the Company after a merger or consolidation) that are subject to outstanding options granted pursuant to the Plan or that thereafter may be made the subject of options granted pursuant to the Plan.

Section 12.     Income Tax Withholding; Tax Bonuses.

    (a)        Withholding.     In order to comply with all applicable domestic or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the person receiving the Option (the “optionee”) under the Plan, are withheld or collected from such optionee. In order to assist the optionee in paying all or a portion of the federal, state or local taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an option, the Committee, in its discretion and subject

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to such additional terms and conditions as it may adopt, may permit the optionee to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such option with a fair market value equal to the amount of such taxes, or (ii) delivering to the Company shares of Common Stock other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such option with a fair market value equal to the amount of such taxes. The fair market value of shares of Common Stock shall be determined in accordance with Section 5. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

    (b)        Tax Bonuses.     The Committee, in its discretion, shall have the authority, at the time of grant of any option under this Plan or at any time thereafter, to approve cash bonuses to designated optionee to be paid upon their exercise or receipt of (or the lapse of restrictions relating to) the option in order to provide funds to pay all or a portion of federal, state or local taxes due as a result of such exercise or receipt (or the lapse of such restrictions). The Committee shall have full authority in its discretion to determine the amount of any such tax bonus.

Section 13.     Amendment and Termination; Adjustments.

    (a)        Amendments to the Plan.     The Company’s Board of Directors may amend, alter, suspend, discontinue or terminate the Plan at any time; provided, however, that notwithstanding any other provision of the Plan or any option agreement, without the approval of the shareholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval (i) would violate the rules or regulations of any securities exchange that are applicable to the Company; or (ii) would cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan.

    (b)        Amendments to Options.     The Committee may waive any conditions of or rights of the Company under any outstanding option, prospectively or retroactively. Except as otherwise provided herein or in the option agreement, the Committee may not amend, alter, suspend, discontinue or terminate any outstanding option, prospectively or retroactively, if such actions would adversely affect the rights of the holder of such option, without the consent of the option holder or beneficiary thereof.

    (c)        Correction of Defects, Omissions and Inconsistencies.     The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any option in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 14.     Time of Granting.

        Nothing contained in the Plan or in any resolution adopted or to be adopted by the Board of Directors or by the stockholders of the Company, and no action taken by the Committee or the Board of Directors (other than the execution and delivery of an option agreement), shall constitute the granting of an option hereunder.

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Section 15.     No Guaranty of Continued Service or Future Benefits.

    (a)        Nothing in the Plan or in any agreement hereunder shall confer on any employee, director, consultant or independent contractor any right to continue in the employ or service of the Company or any of its subsidiaries or affect in any way the right of the Company or any of its subsidiaries to terminate any such person’s employment or other services at any time.

    (b)        Options shall be granted under the Plan in the sole discretion of the Board of Directors or the Committee and will not form part of the recipient’s salary or entitle the recipient to similar option grants in the future.

Section 16.     Effective Date and Termination Plan.

    (a)        The Plan shall be effective as of March 3, 1999, subject to approval by the shareholders of the Company within twelve (12) months thereafter.

    (b)        Unless the Plan shall have been discontinued as provided in Section 13 above, the Plan shall terminate on December 31, 2008. No option may be granted after such termination, but termination of the Plan shall not, without the consent of the optionee, alter or impair any rights or obligations under any option theretofore granted.

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EX-5

Exhibit 5.1

[TORYS LLP LETTERHEAD]

January 17, 2003                

Cognos Incorporated
3755 Riverside Drive
P.O. Box 9707, Station T
Ottawa, Ontario
K1G 4K9

Dear Sirs/Mesdames:

Re: Cognos Incorporated (the "Company") -

       Acquisition of Adaytum, Inc. ("Adaytum")

        We have acted as Canadian counsel to the Company in connection with its indirect arm’s length acquisition of Adaytum. Pursuant to the terms of the acquisition, the Company agreed to assume Adaytum options (the “Options”) under which the Company could be required by optionholders to issue up to 857,879 common shares of the Company (the “Shares”).

        We have made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we have considered necessary or relevant for the purposes of the opinions set forth below, including:

(a) the articles and by-laws of the Company;

(b) a certificate of an officer of the Company dated January 17, 2003;

(c) a certified copy of a resolution of the board of directors of the Company; and

(d) a certificate of compliance dated January 15, 2003 in respect of the Company pursuant to the Canada Business Corporations Act (the “Certificate of Compliance”).

        For the purposes of this opinion, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, notarial, conformed, telecopied or photostatic copies. We have also assumed that the Certificate of Compliance and the certificates of public officials and others referred to above continue to be accurate as at the date hereof with respect to factual matters contained therein and we have not performed any independent check or verification of such factual matters. In expressing the opinion in paragraph 1 below, we have relied, without independent investigation, upon the Certificate of Compliance.

        The opinions set forth below are limited to the laws of the Province of Ontario and the laws of Canada applicable therein, in each case as in effect on the date hereof.

        Based on and relying upon and subject to the foregoing, we are of the opinion that:

1. The Company is incorporated and existing under the laws of the Province of Ontario.

2. The Shares to be issued pursuant to the terms of the Options have been conditionally allotted for issuance to the holders of the Options. Upon the exercise of the Options in accordance with the terms thereof and receipt of the consideration therefor by the Company, the Shares will be validly issued and will be outstanding as fully paid and non-assessable common shares of the Company.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Yours very truly,
 

/s/ Torys LLP

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

        We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Adaytum, Inc. 1999 Stock Option Plan of our report dated March 28, 2002 (except note 14, as to which the date was May 24, 2002) with respect to the consolidated financial statements and schedule of Cognos Incorporated included in the Annual Report (Form 10-K) for the year ended February 28, 2002 filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
 

ERNST & YOUNG LLP

Ottawa, Canada
January 24, 2003