<PAGE>   1
    As filed with the Securities and Exchange Commission on February 12, 1998
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           GLOBAL DECISIONS GROUP LLC
             (Exact Name of Registrant as Specified in its Charter)


          DELAWARE                                       13-3963605
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                      C/O MCCARTHY, CRISANTI & MAFFEI, INC.
                     590 MADISON AVENUE, NEW YORK, NEW YORK         10022
                    (Address of Principal Executive Offices)      (Zip Code)

         CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. LLC UNIT GRANT PLAN
         CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. LLC UNIT OPTION PLAN
                      MCM GROUP, INC. LLC UNIT OPTION PLAN
                        MCM GROUP, INC. STOCK OPTION PLAN
                           (Full Titles of the Plans)

                                 GORDON MCMAHON
                          VICE PRESIDENT AND SECRETARY
                           GLOBAL DECISIONS GROUP LLC
                      C/O MCCARTHY, CRISANTI & MAFFEI, INC.
                               590 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                     (Name and Address of Agent for Service)

                                 (212) 835-1350
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                             Proposed   
              Title Of                                        Maximum             Proposed Maximum
             Securities                                      Offering                Aggregate             Amount Of
                To Be                         Amount         Price Per               Offering            Registration
             Registered                  To Be Registered      Share                   Price                  Fee
----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                   <C>                      <C> 
Units pursuant to
Cambridge Energy Research
Associates, Inc. LLC Unit
Grant Plan...............                   167,715 (1)        (2)                  $1,670,442(3)              $493

Units pursuant to
Cambridge Energy Research
Associates, Inc. LLC Unit                   231,500 (5)       $18.31                $4,238,765(4)            $1,251
Option Plan..............                   231,199 (6)        (2)                  $2,302,743(3)              $680

Units pursuant to MCM
Group, Inc. LLC Unit
Option Plan..............                   154,233 (7)        (2)                  $1,536,161(3)              $454

Units pursuant to MCM                       192,524 (9)       $10.46                $2,013,802(4)              $595
Group, Inc. Stock Option                    192,524(10)       $15.03                $2,893,637(4)              $854
Plan(8)..................                    83,175(11)        (2)                    $828,423(3)              $245

TOTAL....................                 1,252,870                                $15,483,970               $4,572

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

</TABLE>




<PAGE>   2



---------------------
<TABLE>

<S>      <C>                                                              
(1)      Represents the number of units of capital representing limited
         liability company interests in the Registrant ("Units") issuable
         pursuant to the Cambridge Energy Research Associates, Inc. Unit Grant
         Plan, and includes an aggregate of 60,840 Units issuable upon the
         attainment of certain revenue growth rates by Cambridge Energy Research
         Associates, Inc. ("CERA").

(2)      The securities are not being offered on a price per Unit basis and,
         therefore, there is no proposed maximum offering price per share.

(3)      Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
         as amended (the "Securities Act") based on the book value of $9.96 per
         Unit, as of December 31, 1997, the most recent practicable date, of the
         Units.

(4)      Calculated pursuant to Rule 457(h)(1) under the Securities Act based on
         the price at which the options may be exercised.

(5)      Represents the number of Units issuable upon the exercise of options to be
         awarded under the Cambridge Energy Research Associates, Inc. LLC Unit Option
         Plan with an exercise price of $18.31 per Unit.

(6)      Represents the number of Units issuable upon the exercise of options to be
         awarded under the Cambridge Energy Research Associates, Inc. LLC Unit Option
         Plan.

(7)      Represents the number of Units issuable upon the exercise of options granted
         pursuant to the MCM Group, Inc. LLC Unit Option Plan.

(8)      Pursuant to the Plan of Merger and Exchange Agreement, dated as of
         August 1, 1997, by and among the Registrant, MCM Group, Inc. ("MGI"),
         GDG Merger Corporation, the stockholders of CERA and The Goldman Sachs
         Group, L.P. (the "Merger Agreement"), among other things, each
         outstanding option to purchase common stock of MGI granted under the
         MGI Stock Option Plan shall cease to be outstanding and shall be
         converted into and exchanged for an equivalent option to purchase
         9.55555 Units.

(9)      Represents the number of Units issuable upon the exercise of
         outstanding options awarded under the MCM Group, Inc. Stock Option Plan
         with an exercise price of $10.46 per Unit.

(10)     Represents the number of Units issuable upon the exercise of
         outstanding options awarded under the MCM Group, Inc. Stock Option Plan
         with an exercise price of $15.03 per Unit.

(11)     Represents the number of Units issuable upon the exercise of options to be
         awarded under the MCM Group, Inc. Stock Option Plan.
</TABLE>

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





<PAGE>   3



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Cambridge Energy Research Associates,
Inc. LLC Unit Grant Plan, the Cambridge Energy Research Associates, Inc. LLC
Unit Option Plan, the MCM Group, Inc. LLC Unit Option Plan, and the MCM Group,
Inc. Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").  Cambridge Energy Research
Associates, Inc. ("CERA") and MCM Group, Inc. ("MGI") are wholly owned
subsidiaries of Global Decisions Group LLC (the "Registrant").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

         (1) The Registrant's Prospectus filed with Commission pursuant to Rule
424(b)(3) of the Securities Act, dated January 29, 1998, which contains audited
financial statements for the Registrant's latest fiscal year.

         (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Prospectus referred
to in (1) above.

         All other documents subsequently filed 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 units of capital
representing limited liability company interests in the Registrant ("Units")
offered hereby have been sold or which deregisters all Units then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

         Item 4.  DESCRIPTION OF SECURITIES

         The following summary of certain provisions of the Units does not
purport to be complete and is subject to, and qualified in its entirety by the
provisions of, applicable law and the provisions of the Registrant's Amended and
Restated Limited Liability Company Agreement (the "LLC Agreement") which is
filed herewith as Exhibit 4.2. Capitalized terms used in this Registration
Statement and not defined herein have the meaning ascribed to them in the
Registrant's Prospectus filed with Commission pursuant to Rule 424(b)(3) of the
Securities Act, dated January 29, 1998.

         RIGHTS TO DISTRIBUTIONS AND ALLOCATIONS. The LLC Agreement authorizes
the issuance of Units for such consideration and on such terms and conditions as
shall be established by the Board of Directors of the Registrant (the "Board")
in its sole discretion without approval of the members of the Registrant (the
"Members"). Members (i) will be entitled to receive, to the extent of available
cash and cash equivalent assets of the Registrant, cash distributions in amounts
intended to enable Members and certain other persons or entities to discharge
their United States federal, state and local income tax liabilities arising from
certain allocations made with respect to the Units as described below, (ii)
other than with respect to certain distributions relating to specified
disposition transactions (as described below), will be entitled on a pro rata
basis to such distributions, if any, prior to the dissolution and liquidation of
the Registrant as may be determined by the Board in its sole discretion, (iii)
will be allocated income, gains, losses, credits and deductions of the
Registrant in accordance with the respective Units owned by the Members, subject
to certain variations for income tax purposes called for by applicable
provisions of the Internal Revenue Code and regulations promulgated thereunder,
and (iv) will be entitled on a pro rata basis, upon dissolution and liquidation
of the Registrant, to

                                       -1-

<PAGE>   4



all remaining assets after satisfaction of the Registrant's liabilities to
creditors.

         With respect to distributions to Members (i) of any capital stock of
MGI or less than all of the capital stock of CERA prior to the earlier of the
issuance of the Contingent Units and June 30, 2000, or (ii) of the net proceeds
of any sale or other disposition (other than in a distribution to Members of
capital stock of MGI or CERA), prior to the earlier of the issuance of the
Contingent Units and June 30, 2000, of capital stock of MGI, more than 50% of
the assets of MGI, or capital stock or assets of CERA in a transaction that does
not constitute a Termination Event, Members will be entitled to receive each
such distribution on a pro rata basis, except that each Member who, at the time
of determination, has a right to receive Contingent Units will be treated,
solely for the purposes of such distribution, as if such Member owned the number
of Contingent Units that would have been issuable to such Member if the closing
of a Termination Event (other than an underwritten public offering) that did not
constitute a Qualifying Sale had occurred at such time of determination.

         VOTING AND CERTAIN OTHER RIGHTS. Except with respect to non-voting
Units (the "Non-Voting Units"), which will be issuable by the Registrant only in
limited circumstances and only to those holders of Units subject to certain
legal or regulatory constraints on their ability to possess voting power with
respect to any single entity in excess of certain thresholds, and except with
respect to certain rights and obligations applicable, pursuant to the LLC
Agreement, to certain holders of Units with respect to (i) nomination, election
and/or appointment of members of the Board, (ii) rights and obligations relating
to transferability of Units and rights to request registration of Units under
the applicable securities laws, (iii) Contingent Units and (iv) certain other
matters, each Unit will be identical in all respects to each other Unit. Units
other than Non-Voting Units ("Voting Units") will be the only class of equity
interests in the Registrant outstanding immediately following the closing of the
Merger and the Exchange.

         Holders of record of Voting Units will be entitled to notice of, and to
vote at, meetings of the Members and to act with respect to matters as to which
approval of the Members may be solicited. There will be an annual meeting of the
Members starting in 1998, and special meetings of the Members may be called by
the Board, the Chairman or the Vice Chairman of the Board, the Registrant's
chief executive officer, or shall be called by the chairman or secretary upon
written request of Members holding not less than 20% of the outstanding Units.
Holders of Voting Units will be entitled to one vote per Voting Unit on matters
submitted to a vote or consent of holders of Units. The LLC Agreement provides
that, except as otherwise required by law, the vote of a majority of Voting
Units represented at a meeting of Members at which a quorum is present will be
sufficient for the transaction of business at such meeting, except that, upon
the recommendation of the Board that the Members give such approval, the
approval of at least two-thirds of the Members (by number of Units) then
entitled to vote at a meeting of Members will be required for (i) with certain
limited exceptions, any merger, consolidation, conversion or reorganization of
the Registrant, (ii) dissolution of the Registrant and (iii) the sale or other
disposition of all or substantially all of the assets of the Registrant or the
sale or other disposition of all of the capital stock of MGI or CERA owned by
the Registrant, other than in a spin-off of all of the capital stock of MGI or
CERA. Pursuant to the LLC Agreement, prior to the IPO Date, the Members will be
required to vote all of their respective Units for the election as directors of
the nominees described in the Registrant's Prospectus filed with Commission
pursuant to Rule 424(b)(3) of the Securities Act, dated January 29, 1998.

         APPRAISAL RIGHTS.  Pursuant to the terms of the LLC Agreement, holders
of Units will not be entitled to any appraisal or dissenters' rights.

         RESTRICTIONS ON TRANSFER. The LLC Agreement will provide that, during
the period ending on the earlier of three years after the Closing Date and one
year after the IPO Date, each Member who, together with certain related trusts,
if any, owned, as of the Closing Date, 5% or more of the then

                                       -2-

<PAGE>   5



outstanding Units (each such Member a "Restricted Holder"), each such trust and
each of such Restricted Holder's and such trust's Permitted Transferees (as
defined below) may transfer Units only (i) to an unaffiliated third party (A) in
a sale of all of the Units pursuant to an exercise of the take-along rights,
described in the LLC Agreement and under the heading "--Take-Along Rights,"
below, or (B) pursuant to a merger, conversion, consolidation or reorganization
of the Registrant, other than in a transaction described in the following clause
(ii), (ii) pursuant to certain transactions where the organizational form of the
Registrant is changed (for example, from a limited liability company to a
corporation) but the owners and proportional ownership of voting securities or
other equity interests before and after such change generally are unchanged,
(iii) in a public offering of Units pursuant to an effective registration
statement under the Securities Act, (iv) to a Permitted Transferee or (v) to the
Registrant or any subsidiary of the Registrant.

         In addition, prior to the IPO Date, each Member other than a Member
subject to the transfer restrictions described in the immediately preceding
paragraph, and, after the expiration of the period described in the immediately
preceding paragraph, each Member, may transfer such Member's Units only (i) in
any of the transactions described in clause (i) through (v) of the immediately
preceding paragraph, (ii) to a Member who was a Member as of the Closing Date or
(iii) subject to compliance with the participation rights, rights of first offer
and take-along rights, described in the LLC Agreement and under the headings
"--Rights of First Offer" and "--Take-Along Rights," below, to Restricted
Holders or third parties who are "accredited investors," for cash in
transactions that are exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof. After the IPO Date, in addition
to transfers in any of the transactions described in the immediately preceding
sentence, each such Member will also be entitled to transfer such Member's Units
to any third party, subject to compliance with such participation rights and
with Rule 144 or Rule 145 under the Securities Act, if applicable.

         A "Permitted Transferee" will be defined in the LLC Agreement to mean
(i) any transferee by bequest or the laws of descent or distribution, (ii) any
trust for employees of the Registrant and/or any of the Registrant's
subsidiaries established under a qualified employee benefit plan, (iii) in the
case of any Member that is a trust, the trust beneficiaries of such trust, (iv)
as to any Member that is a corporation, company, partnership or other entity,
certain affiliates of such Member and (v) in the case of any Member that is an
individual, any trust the only actual beneficiaries under which are such
individual and/or one or more of his brothers and sisters (whether by whole or
half blood), spouse, ancestors and lineal descendants, provided, in each case,
that the Permitted Transferee agrees in writing to be bound by the terms of the
LLC Agreement and complies with certain additional requirements.

         Further, (i) any transferee of Units will, unless such requirements are
waived by the Board, be admitted as a substitute Member only upon (a) execution
by the transferee and the transferor of such instruments as the Board or any
officer of the Registrant deems reasonably necessary or desirable to effect the
substitution, (b) the agreement in writing by the transferee to be bound by the
LLC Agreement, and (c) the agreement in writing by the transferee to provide the
Registrant with such information (including the transferee's employer
identification number or social security number, as applicable, and the amount
paid for the Units) as the Registrant may request from time to time, (ii) it is
a condition to any transfer of Units that (x) the Board determines that the
proposed transfer will not cause the Registrant to violate applicable law or the
terms of any then outstanding indebtedness of the Registrant, guarantees of
indebtedness or related documents, result in the Registrant becoming subject to
certain securities, employee benefits, investment company and other specified
legal requirements, or otherwise constitute a Prohibited Transaction (as defined
in the LLC Agreement), and (y) in the case of a transfer to a Permitted
Transferee (or in a transaction described in clause (ii) or (iii) of the first
sentence of the second preceding paragraph), the transferor deliver to the
Registrant (A) an opinion of counsel reasonably satisfactory to the Registrant
relating to certain

                                       -3-

<PAGE>   6



matters specified in the LLC Agreement, and (B) a certificate concerning
compliance with the restrictions on transfer set forth in the LLC Agreement and
certain related matters, and certain other documentation, (iii) each person or
entity obtaining Units, other than the persons and entities admitted as Members
pursuant to the Merger, the Exchange or the transfer of Units and Contingent
Units pursuant to the CERA Unit Grant Plan or exercising options to purchase
Units (provided that each such person or entity who exercised such options
executes a subscription agreement and tenders full payment of the exercise price
of such options), will be admitted as an additional Member at the time such
person or entity (A) executes a counterpart of the LLC Agreement, (B) complies
with the applicable resolution, if any, of the Board with respect to such
admission, and (C) is named as a Member in the Registrant's membership register,
and (iv) transfers of Units prior to the IPO Date are subject to certain further
restrictions designed to ensure that the Registrant is not treated as a publicly
traded partnership for tax purposes.

         SECURITIES LAWS. The issuance of the Units pursuant to the Merger and
the Units issuable upon the exercise of the Brera Options and the Jordan Options
will be registered under the Securities Act and such Units (other than Units
issued to "affiliates" of MGI or the Registrant) will be freely transferable
under the Securities Act. However, there is no public trading market for the
Units and it is not expected that there will be a public trading market for the
Units in the foreseeable future. Units issued to affiliates of MGI as of August
1, 1997 may not be sold except pursuant to an effective registration statement
under the Securities Act or other applicable exemption from the registration
requirements of the Securities Act, including (in the case of such affiliates
who are not also affiliates of the Registrant) Rule 145 under the Securities
Act.

         HOLDBACK AGREEMENT. Under the LLC Agreement, the Units will be subject
to a holdback provision under which such Units may not be transferred in any
public sale or distribution, including sales pursuant to Rule 144 or Rule 144A
under the Securities Act, during the 20-day period prior to and the one-year
period after the effective date of any registration statement for a public
offering filed in respect of any equity securities of the Registrant (other than
as part of such public offering).

         PARTICIPATION RIGHTS. Each Member will be entitled, prior to such time
as 30% of the then outstanding Units have been sold to the public pursuant to an
effective registration statement under the Securities Act or pursuant to Rule
144 under the Securities Act (the "Establishment of a Public Market"), to
participate proportionately in certain "qualifying sales" of Units by a
Restricted Holder, certain related trusts, if any, and/or any of their Permitted
Transferees. Subject to certain qualifications, "qualifying sales" generally
will be any sales by a Restricted Holder, such trusts and/or such Permitted
Transferees to a third party in transactions not involving a distribution and/or
sale to the public (whether pursuant to a public offering registered under the
Securities Act, Rule 144, broker's transactions or otherwise, but not pursuant
to Rule 144A or any successor provision) after such Restricted Holder, trusts
and/or Permitted Transferees have sold an aggregate of 5% of the Units held by
such Restricted Holder, trusts and/or Permitted Transferees.

         RIGHTS OF FIRST OFFER. Under the LLC Agreement, prior to the IPO Date,
the units will be subject to certain rights of first offer in favor of the
Registrant (whose right may be assigned to MGI or CERA) and each Restricted
Holder. If a holder of Units desires, prior to the IPO Date, to offer or to sell
Units owned by such holder in a transaction described in clause (iii) of the
first sentence of the second paragraph under the heading "--Restrictions on
Transfer," above, such holder must first make an offer to sell such Units to the
Registrant and, if the Registrant does not accept such offer within a twenty-day
period, to each Restricted Holder at a price and on the other terms specified by
such holder of Units in a notice to the Registrant. Each Restricted Holder shall
have the right during the two successive twenty-day periods following the
expiration of the first twenty-day period to purchase such Restricted Holder's
pro rata portion of the number of such Units that the

                                       -4-

<PAGE>   7



Registrant (or, with respect to the second such twenty-day period, the other
Restricted Holders) shall not have elected to purchase, which right may be
exercised subject to such Restricted Holder securing financing for such
purchase. If the Registrant and the Restricted Holders do not elect to exercise
such rights with respect to all the Units so being offered, the holder may sell
such Units to a third party at no less than 90% of the price and on the other
terms initially offered to the Registrant and the Restricted Holders.

         TAKE-ALONG RIGHTS. Under the LLC Agreement, prior to the IPO Date the
Units will be subject to certain "take-along" rights of the holders of more than
50% of the outstanding Units (the "Majority Holders"). In the event that the
Majority Holders elect to sell all of their Units to a third party, each other
holder of Units will, if requested to do so by the Majority Holders, have an
obligation to sell such holder's Units to such third party on the same terms and
at the same price as the Majority Holders.

         REGISTRATION RIGHTS. Under the LLC Agreement and subject to the
limitations described therein, the Registrant agrees to grant to (i) the holder
or holders (other than the Founding Stockholders and certain related trusts) of
30% of the Registrable Securities (as such term is defined in the LLC Agreement
and which will generally include all of the Units to be issued in connection
with the transactions contemplated by the Merger Agreement) with respect to the
initial request and 10% of the Registrable Securities with respect to any
subsequent requests, and (ii) with respect to two requests only after the third
anniversary of the Closing Date, the Founding Stockholders holding a specified
percentage of Units, the right to require the Registrant to register for resale
(subject to certain minimum registration requirements), under the Securities Act
and applicable state securities laws, Units that such holders or certain of
their affiliates propose to sell. Since the requests for registration under
clause (i) of the immediately preceding sentence exclude the Founding
Stockholders and the initial request thereunder must be made by the holders of
at least 30% of the Registrable Securities, C&D Fund IV, the largest unitholder,
will effectively control the initial registration of the Units if such
registration occurs pursuant to the exercise of registration rights granted
under the LLC Agreement prior to the third anniversary of the Closing Date. The
Registrant is obligated to pay all expenses incidental to the first two
registrations requested pursuant to clause (i) of the first sentence of this
paragraph and each of the two registrations requested pursuant to clause (ii) of
such first sentence, in each case, excluding underwriting discounts and
commissions. Subject to certain limitations set forth in the LLC Agreement, all
holders of Units as of the Closing Date will be entitled to participate in any
such registration for resale, or in any registration of equity securities of the
Registrant otherwise undertaken by the Registrant.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

         Item 6.  INDEMNIFICATION

         Section 18-108 of the Delaware Limited Liability Company Act (the
"Delaware Act") provides that, subject to such standards and restrictions, if
any, as are set forth in its limited liability company agreement, a limited
liability company may, and shall have the power to, indemnify and hold harmless
any member or manager or other person from and against any and all claims and
demands whatsoever.

         Section 11.2 of the LLC Agreement provides that no Covered Person (as
defined in the LLC Agreement) shall be liable to the Registrant or any other
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Covered Person in the good faith belief
that such action was in, or was not opposed to, the best interests of the
Registrant and in the manner believed to be within the scope of authority
conferred on such Covered Person by or pursuant to the LLC Agreement, except

                                       -5-

<PAGE>   8



that a Covered Person shall be liable for any such loss, damage or claim
incurred by reason of such Covered Person's gross negligence or willful
misconduct.

         Section 11.4 of the LLC Agreement provides that the Registrant shall
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was or has agreed to become a Director, Officer, employee or agent
of the Registrant, or is or was serving or has agreed to serve at the request of
the Registrant as a director, officer, employee or agent, of another company,
partnership, joint venture, trust or other enterprise, or by reason of any
action, alleged to have been taken or omitted in such capacity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was unlawful; except
that in the case of an action or suit by or in the right of the Registrant to
procure a judgment in its favor (1) such indemnification shall be limited to
expenses (including attorney's fees) actually and reasonably incurred by such
person in the defense or settlement of such action or suit, and (2) no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Registrant unless
and only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper;
provided that any indemnity under Section 11.4 shall be provided out of and to
the extent of Registrant assets only, and no Member or Director, Officer,
employee or agent of the Registrant shall have any personal liabilities with
respect to such indemnity.

         Section 11.4 of the LLC Agreement further provides that to the extent
that a Director, Officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 11.4 thereof or in defense of any claim, issue
or matter therein, he shall be indemnified by the Registrant against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         Section 11.4 of the LLC Agreement further provides that the Registrant
may purchase and maintain insurance, to the extent and in the amounts as the
Board shall, in its sole discretion, deem reasonable, on behalf of Covered
Persons and such other Persons as the Board shall determine, against any
liability that may be asserted against or expenses that may be incurred by any
such Person in connection with the activities of the Registrant or such
indemnities, regardless of whether the Registrant would have the power to
indemnify such Person against such liability under the provisions of the LLC
Agreement. The Registrant may enter into indemnity contracts with Covered
Persons and such other Persons as the Board shall determine and adopt written
procedures pursuant to which arrangements are made for the advancement of
expenses and the funding of obligations under the relevant provisions of the LLC
Agreement and containing such other procedures regarding indemnification as are
appropriate.

         Section 10.5 of the CERA LLC Unit Option Plan, Section 10.5 of the MGI
LLC Unit Option Plan, and Section 10.5 of the MGI Stock Option Plan each
provides as follows (all capitalized terms in this paragraph not defined herein
have the meaning ascribed to them in the relevant Plan): each person who is or
shall have been a member of the Board or the LLC Board or any committee of the
Board or the LLC Board shall be indemnified and held harmless by CERA or MGI, as
the case may be (the relevant entity hereinafter referred to as the "Company"),
and its Subsidiaries to the fullest extent permitted by

                                       -6-

<PAGE>   9



law from and against any and all losses, costs, liabilities and expenses
(including any related attorneys' fees and advances thereof) in connection with,
based upon or arising or resulting from any claim, action, suit or proceeding to
which he may be made a party or in which he may be involved by reason of any
action taken or failure to act under the Plan and from and against any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit or proceeding
against him, provided that he shall give the Company or, with the consent of the
Company, another member of the MGI/CERA Group an opportunity, at its own
expense, to defend the same before he undertakes to defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's or any such Subsidiary's certificate of
incorporation or by-laws, by contract, as a matter of law, or otherwise.

         The Registrant carries a general liability insurance policy which
covers certain liabilities of Directors and Officers of the Registrant arising
out of claims based on acts or omissions in their capacity as Directors or
Officers.

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

         Item 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

         Item 9.  UNDERTAKINGS

         1.       The 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.
Notwithstanding the foregoing, any increase or decrease in volume of Units
offered (if the total dollar value of Units offered would not exceed that which
was registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.

         (iii) To include any material information with respect 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, 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.

                                       -7-

<PAGE>   10




         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the Units offered therein, and the offering of such Units at that
time shall be deemed to be the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Units 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 Securities Act and will be governed by the final
adjudication of such issue.





                                       -8-

<PAGE>   11



                                   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 New York, New York on the 12th day of February, 1998.

                                       GLOBAL DECISIONS GROUP LLC


                                       By: /S/ GORDON MCMAHON
                                          ------------------------------------
                                          Name:  Gordon McMahon
                                          Title: Vice President and Secretary


                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Global Decisions Group
LLC, hereby severally constitute and appoint Gordon McMahon, Alberto Cribiore,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith, and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf and in our capacities as
officers and directors to enable Global Decisions Group LLC to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

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



<TABLE>
<CAPTION>
      SIGNATURE                                   TITLE                                       DATE
      ---------                                   -----                                       ----

<S>                                       <C>                                           <C> 
/S/ ALBERTO CRIBIORE                      President and Director                        February 12, 1998
-----------------------------------       (principal executive officer)
Alberto Cribiore                          


/S/ RICHARD J. SCHNALL                    Treasurer                                     February 12, 1998
-----------------------------------       (principal financial and  
Richard J. Schnall                        accounting officer)       
                                          


/S/ GORDON MCMAHON                        Vice President and Director                   February 12, 1998
-----------------------------------
Gordon McMahon


/S/ DONALD J. GOGEL                       Vice President and Director                   February 12, 1998
-----------------------------------
Donald J. Gogel
</TABLE>




                                       -9-


<PAGE>   12


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

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

<S>                        <C>                                          
  4.1*                     Certificate of Formation of the Registrant

  4.2                      Amended and Restated Limited Liability Company Agreement of
                           the Registrant

  5.1                      Opinion of Richards, Layton & Finger, P.A.

 23.1                      Consent of Richards, Layton & Finger, P.A. (included in
                           Exhibit 5.1)

 23.2                      Consent of Coopers & Lybrand L.L.P.

 24.1                      Power of Attorney (included on the signature page of this
                           Registration Statement)

</TABLE>

-------------------

*        Previously filed with the Commission as Exhibit 3.1 to the Registrant's
         Registration Statement on Form S-4, File No. 333-34477, which was
         originally filed with the Commission on August 27, 1997 and is
         incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "GLOBAL DECISIONS", "secsgml_size_bytes": 43459}]
{"company-data": {"conformed-name": "GLOBAL DECISIONS GROUP LLC", "cik": "0001044272", "assigned-sic": "6282", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46163", "film-number": "98534528"}, "business-address": {"street1": "C/O MCCARTHY CRISANTI & MAFFEI", "street2": "1 CHASE MANHATTAN PLAZA", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "6174976446"}, "mail-address": {"street1": "20 UNIVERSITY ROAD", "city": "CAMBRIDGE", "state": "MA", "zip": "02138"}}
1
    As filed with the Securities and Exchange Commission on February 12, 1998
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           GLOBAL DECISIONS GROUP LLC
             (Exact Name of Registrant as Specified in its Charter)

          DELAWARE                                       13-3963605
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

                      C/O MCCARTHY, CRISANTI & MAFFEI, INC.
                     590 MADISON AVENUE, NEW YORK, NEW YORK         10022
                    (Address of Principal Executive Offices)      (Zip Code)

         CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. LLC UNIT GRANT PLAN
         CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC. LLC UNIT OPTION PLAN
                      MCM GROUP, INC. LLC UNIT OPTION PLAN
                        MCM GROUP, INC. STOCK OPTION PLAN
                           (Full Titles of the Plans)

                                 GORDON MCMAHON
                          VICE PRESIDENT AND SECRETARY
                           GLOBAL DECISIONS GROUP LLC
                      C/O MCCARTHY, CRISANTI & MAFFEI, INC.
                               590 MADISON AVENUE
                            NEW YORK, NEW YORK 10022
                     (Name and Address of Agent for Service)

                                 (212) 835-1350
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                             Proposed   
              Title Of                                        Maximum             Proposed Maximum
             Securities                                      Offering                Aggregate             Amount Of
                To Be                         Amount         Price Per               Offering            Registration
             Registered                  To Be Registered      Share                   Price                  Fee
----------------------------------------------------------------------------------------------------------------------
Units pursuant to
Cambridge Energy Research
Associates, Inc. LLC Unit
Grant Plan...............                   167,715 (1)        (2)                  $1,670,442(3)              $493

Units pursuant to
Cambridge Energy Research
Associates, Inc. LLC Unit                   231,500 (5)       $18.31                $4,238,765(4)            $1,251
Option Plan..............                   231,199 (6)        (2)                  $2,302,743(3)              $680

Units pursuant to MCM
Group, Inc. LLC Unit
Option Plan..............                   154,233 (7)        (2)                  $1,536,161(3)              $454

Units pursuant to MCM                       192,524 (9)       $10.46                $2,013,802(4)              $595
Group, Inc. Stock Option                    192,524(10)       $15.03                $2,893,637(4)              $854
Plan(8)..................                    83,175(11)        (2)                    $828,423(3)              $245

TOTAL....................                 1,252,870                                $15,483,970               $4,572

======================================================================================================================
2

---------------------
(1)      Represents the number of units of capital representing limited
         liability company interests in the Registrant ("Units") issuable
         pursuant to the Cambridge Energy Research Associates, Inc. Unit Grant
         Plan, and includes an aggregate of 60,840 Units issuable upon the
         attainment of certain revenue growth rates by Cambridge Energy Research
         Associates, Inc. ("CERA").

(2)      The securities are not being offered on a price per Unit basis and,
         therefore, there is no proposed maximum offering price per share.

(3)      Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
         as amended (the "Securities Act") based on the book value of $9.96 per
         Unit, as of December 31, 1997, the most recent practicable date, of the
         Units.

(4)      Calculated pursuant to Rule 457(h)(1) under the Securities Act based on
         the price at which the options may be exercised.

(5)      Represents the number of Units issuable upon the exercise of options to be
         awarded under the Cambridge Energy Research Associates, Inc. LLC Unit Option
         Plan with an exercise price of $18.31 per Unit.

(6)      Represents the number of Units issuable upon the exercise of options to be
         awarded under the Cambridge Energy Research Associates, Inc. LLC Unit Option
         Plan.

(7)      Represents the number of Units issuable upon the exercise of options granted
         pursuant to the MCM Group, Inc. LLC Unit Option Plan.

(8)      Pursuant to the Plan of Merger and Exchange Agreement, dated as of
         August 1, 1997, by and among the Registrant, MCM Group, Inc. ("MGI"),
         GDG Merger Corporation, the stockholders of CERA and The Goldman Sachs
         Group, L.P. (the "Merger Agreement"), among other things, each
         outstanding option to purchase common stock of MGI granted under the
         MGI Stock Option Plan shall cease to be outstanding and shall be
         converted into and exchanged for an equivalent option to purchase
         9.55555 Units.

(9)      Represents the number of Units issuable upon the exercise of
         outstanding options awarded under the MCM Group, Inc. Stock Option Plan
         with an exercise price of $10.46 per Unit.

(10)     Represents the number of Units issuable upon the exercise of
         outstanding options awarded under the MCM Group, Inc. Stock Option Plan
         with an exercise price of $15.03 per Unit.

(11)     Represents the number of Units issuable upon the exercise of options to be
         awarded under the MCM Group, Inc. Stock Option Plan.
==============================================================================
3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Cambridge Energy Research Associates,
Inc. LLC Unit Grant Plan, the Cambridge Energy Research Associates, Inc. LLC
Unit Option Plan, the MCM Group, Inc. LLC Unit Option Plan, and the MCM Group,
Inc. Stock Option Plan pursuant to Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act").  Cambridge Energy Research
Associates, Inc. ("CERA") and MCM Group, Inc. ("MGI") are wholly owned
subsidiaries of Global Decisions Group LLC (the "Registrant").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

         (1) The Registrant's Prospectus filed with Commission pursuant to Rule
424(b)(3) of the Securities Act, dated January 29, 1998, which contains audited
financial statements for the Registrant's latest fiscal year.

         (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Prospectus referred
to in (1) above.

         All other documents subsequently filed 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 units of capital
representing limited liability company interests in the Registrant ("Units")
offered hereby have been sold or which deregisters all Units then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

         Item 4.  DESCRIPTION OF SECURITIES

         The following summary of certain provisions of the Units does not
purport to be complete and is subject to, and qualified in its entirety by the
provisions of, applicable law and the provisions of the Registrant's Amended and
Restated Limited Liability Company Agreement (the "LLC Agreement") which is
filed herewith as Exhibit 4.2. Capitalized terms used in this Registration
Statement and not defined herein have the meaning ascribed to them in the
Registrant's Prospectus filed with Commission pursuant to Rule 424(b)(3) of the
Securities Act, dated January 29, 1998.

         RIGHTS TO DISTRIBUTIONS AND ALLOCATIONS. The LLC Agreement authorizes
the issuance of Units for such consideration and on such terms and conditions as
shall be established by the Board of Directors of the Registrant (the "Board")
in its sole discretion without approval of the members of the Registrant (the
"Members"). Members (i) will be entitled to receive, to the extent of available
cash and cash equivalent assets of the Registrant, cash distributions in amounts
intended to enable Members and certain other persons or entities to discharge
their United States federal, state and local income tax liabilities arising from
certain allocations made with respect to the Units as described below, (ii)
other than with respect to certain distributions relating to specified
disposition transactions (as described below), will be entitled on a pro rata
basis to such distributions, if any, prior to the dissolution and liquidation of
the Registrant as may be determined by the Board in its sole discretion, (iii)
will be allocated income, gains, losses, credits and deductions of the
Registrant in accordance with the respective Units owned by the Members, subject
to certain variations for income tax purposes called for by applicable
provisions of the Internal Revenue Code and regulations promulgated thereunder,
and (iv) will be entitled on a pro rata basis, upon dissolution and liquidation
of the Registrant, to

                                       -1-
4

all remaining assets after satisfaction of the Registrant's liabilities to
creditors.

         With respect to distributions to Members (i) of any capital stock of
MGI or less than all of the capital stock of CERA prior to the earlier of the
issuance of the Contingent Units and June 30, 2000, or (ii) of the net proceeds
of any sale or other disposition (other than in a distribution to Members of
capital stock of MGI or CERA), prior to the earlier of the issuance of the
Contingent Units and June 30, 2000, of capital stock of MGI, more than 50% of
the assets of MGI, or capital stock or assets of CERA in a transaction that does
not constitute a Termination Event, Members will be entitled to receive each
such distribution on a pro rata basis, except that each Member who, at the time
of determination, has a right to receive Contingent Units will be treated,
solely for the purposes of such distribution, as if such Member owned the number
of Contingent Units that would have been issuable to such Member if the closing
of a Termination Event (other than an underwritten public offering) that did not
constitute a Qualifying Sale had occurred at such time of determination.

         VOTING AND CERTAIN OTHER RIGHTS. Except with respect to non-voting
Units (the "Non-Voting Units"), which will be issuable by the Registrant only in
limited circumstances and only to those holders of Units subject to certain
legal or regulatory constraints on their ability to possess voting power with
respect to any single entity in excess of certain thresholds, and except with
respect to certain rights and obligations applicable, pursuant to the LLC
Agreement, to certain holders of Units with respect to (i) nomination, election
and/or appointment of members of the Board, (ii) rights and obligations relating
to transferability of Units and rights to request registration of Units under
the applicable securities laws, (iii) Contingent Units and (iv) certain other
matters, each Unit will be identical in all respects to each other Unit. Units
other than Non-Voting Units ("Voting Units") will be the only class of equity
interests in the Registrant outstanding immediately following the closing of the
Merger and the Exchange.

         Holders of record of Voting Units will be entitled to notice of, and to
vote at, meetings of the Members and to act with respect to matters as to which
approval of the Members may be solicited. There will be an annual meeting of the
Members starting in 1998, and special meetings of the Members may be called by
the Board, the Chairman or the Vice Chairman of the Board, the Registrant's
chief executive officer, or shall be called by the chairman or secretary upon
written request of Members holding not less than 20% of the outstanding Units.
Holders of Voting Units will be entitled to one vote per Voting Unit on matters
submitted to a vote or consent of holders of Units. The LLC Agreement provides
that, except as otherwise required by law, the vote of a majority of Voting
Units represented at a meeting of Members at which a quorum is present will be
sufficient for the transaction of business at such meeting, except that, upon
the recommendation of the Board that the Members give such approval, the
approval of at least two-thirds of the Members (by number of Units) then
entitled to vote at a meeting of Members will be required for (i) with certain
limited exceptions, any merger, consolidation, conversion or reorganization of
the Registrant, (ii) dissolution of the Registrant and (iii) the sale or other
disposition of all or substantially all of the assets of the Registrant or the
sale or other disposition of all of the capital stock of MGI or CERA owned by
the Registrant, other than in a spin-off of all of the capital stock of MGI or
CERA. Pursuant to the LLC Agreement, prior to the IPO Date, the Members will be
required to vote all of their respective Units for the election as directors of
the nominees described in the Registrant's Prospectus filed with Commission
pursuant to Rule 424(b)(3) of the Securities Act, dated January 29, 1998.

         APPRAISAL RIGHTS.  Pursuant to the terms of the LLC Agreement, holders
of Units will not be entitled to any appraisal or dissenters' rights.

         RESTRICTIONS ON TRANSFER. The LLC Agreement will provide that, during
the period ending on the earlier of three years after the Closing Date and one
year after the IPO Date, each Member who, together with certain related trusts,
if any, owned, as of the Closing Date, 5% or more of the then

                                       -2-
5

outstanding Units (each such Member a "Restricted Holder"), each such trust and
each of such Restricted Holder's and such trust's Permitted Transferees (as
defined below) may transfer Units only (i) to an unaffiliated third party (A) in
a sale of all of the Units pursuant to an exercise of the take-along rights,
described in the LLC Agreement and under the heading "--Take-Along Rights,"
below, or (B) pursuant to a merger, conversion, consolidation or reorganization
of the Registrant, other than in a transaction described in the following clause
(ii), (ii) pursuant to certain transactions where the organizational form of the
Registrant is changed (for example, from a limited liability company to a
corporation) but the owners and proportional ownership of voting securities or
other equity interests before and after such change generally are unchanged,
(iii) in a public offering of Units pursuant to an effective registration
statement under the Securities Act, (iv) to a Permitted Transferee or (v) to the
Registrant or any subsidiary of the Registrant.

         In addition, prior to the IPO Date, each Member other than a Member
subject to the transfer restrictions described in the immediately preceding
paragraph, and, after the expiration of the period described in the immediately
preceding paragraph, each Member, may transfer such Member's Units only (i) in
any of the transactions described in clause (i) through (v) of the immediately
preceding paragraph, (ii) to a Member who was a Member as of the Closing Date or
(iii) subject to compliance with the participation rights, rights of first offer
and take-along rights, described in the LLC Agreement and under the headings
"--Rights of First Offer" and "--Take-Along Rights," below, to Restricted
Holders or third parties who are "accredited investors," for cash in
transactions that are exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) thereof. After the IPO Date, in addition
to transfers in any of the transactions described in the immediately preceding
sentence, each such Member will also be entitled to transfer such Member's Units
to any third party, subject to compliance with such participation rights and
with Rule 144 or Rule 145 under the Securities Act, if applicable.

         A "Permitted Transferee" will be defined in the LLC Agreement to mean
(i) any transferee by bequest or the laws of descent or distribution, (ii) any
trust for employees of the Registrant and/or any of the Registrant's
subsidiaries established under a qualified employee benefit plan, (iii) in the
case of any Member that is a trust, the trust beneficiaries of such trust, (iv)
as to any Member that is a corporation, company, partnership or other entity,
certain affiliates of such Member and (v) in the case of any Member that is an
individual, any trust the only actual beneficiaries under which are such
individual and/or one or more of his brothers and sisters (whether by whole or
half blood), spouse, ancestors and lineal descendants, provided, in each case,
that the Permitted Transferee agrees in writing to be bound by the terms of the
LLC Agreement and complies with certain additional requirements.

         Further, (i) any transferee of Units will, unless such requirements are
waived by the Board, be admitted as a substitute Member only upon (a) execution
by the transferee and the transferor of such instruments as the Board or any
officer of the Registrant deems reasonably necessary or desirable to effect the
substitution, (b) the agreement in writing by the transferee to be bound by the
LLC Agreement, and (c) the agreement in writing by the transferee to provide the
Registrant with such information (including the transferee's employer
identification number or social security number, as applicable, and the amount
paid for the Units) as the Registrant may request from time to time, (ii) it is
a condition to any transfer of Units that (x) the Board determines that the
proposed transfer will not cause the Registrant to violate applicable law or the
terms of any then outstanding indebtedness of the Registrant, guarantees of
indebtedness or related documents, result in the Registrant becoming subject to
certain securities, employee benefits, investment company and other specified
legal requirements, or otherwise constitute a Prohibited Transaction (as defined
in the LLC Agreement), and (y) in the case of a transfer to a Permitted
Transferee (or in a transaction described in clause (ii) or (iii) of the first
sentence of the second preceding paragraph), the transferor deliver to the
Registrant (A) an opinion of counsel reasonably satisfactory to the Registrant
relating to certain

                                       -3-
6

matters specified in the LLC Agreement, and (B) a certificate concerning
compliance with the restrictions on transfer set forth in the LLC Agreement and
certain related matters, and certain other documentation, (iii) each person or
entity obtaining Units, other than the persons and entities admitted as Members
pursuant to the Merger, the Exchange or the transfer of Units and Contingent
Units pursuant to the CERA Unit Grant Plan or exercising options to purchase
Units (provided that each such person or entity who exercised such options
executes a subscription agreement and tenders full payment of the exercise price
of such options), will be admitted as an additional Member at the time such
person or entity (A) executes a counterpart of the LLC Agreement, (B) complies
with the applicable resolution, if any, of the Board with respect to such
admission, and (C) is named as a Member in the Registrant's membership register,
and (iv) transfers of Units prior to the IPO Date are subject to certain further
restrictions designed to ensure that the Registrant is not treated as a publicly
traded partnership for tax purposes.

         SECURITIES LAWS. The issuance of the Units pursuant to the Merger and
the Units issuable upon the exercise of the Brera Options and the Jordan Options
will be registered under the Securities Act and such Units (other than Units
issued to "affiliates" of MGI or the Registrant) will be freely transferable
under the Securities Act. However, there is no public trading market for the
Units and it is not expected that there will be a public trading market for the
Units in the foreseeable future. Units issued to affiliates of MGI as of August
1, 1997 may not be sold except pursuant to an effective registration statement
under the Securities Act or other applicable exemption from the registration
requirements of the Securities Act, including (in the case of such affiliates
who are not also affiliates of the Registrant) Rule 145 under the Securities
Act.

         HOLDBACK AGREEMENT. Under the LLC Agreement, the Units will be subject
to a holdback provision under which such Units may not be transferred in any
public sale or distribution, including sales pursuant to Rule 144 or Rule 144A
under the Securities Act, during the 20-day period prior to and the one-year
period after the effective date of any registration statement for a public
offering filed in respect of any equity securities of the Registrant (other than
as part of such public offering).

         PARTICIPATION RIGHTS. Each Member will be entitled, prior to such time
as 30% of the then outstanding Units have been sold to the public pursuant to an
effective registration statement under the Securities Act or pursuant to Rule
144 under the Securities Act (the "Establishment of a Public Market"), to
participate proportionately in certain "qualifying sales" of Units by a
Restricted Holder, certain related trusts, if any, and/or any of their Permitted
Transferees. Subject to certain qualifications, "qualifying sales" generally
will be any sales by a Restricted Holder, such trusts and/or such Permitted
Transferees to a third party in transactions not involving a distribution and/or
sale to the public (whether pursuant to a public offering registered under the
Securities Act, Rule 144, broker's transactions or otherwise, but not pursuant
to Rule 144A or any successor provision) after such Restricted Holder, trusts
and/or Permitted Transferees have sold an aggregate of 5% of the Units held by
such Restricted Holder, trusts and/or Permitted Transferees.

         RIGHTS OF FIRST OFFER. Under the LLC Agreement, prior to the IPO Date,
the units will be subject to certain rights of first offer in favor of the
Registrant (whose right may be assigned to MGI or CERA) and each Restricted
Holder. If a holder of Units desires, prior to the IPO Date, to offer or to sell
Units owned by such holder in a transaction described in clause (iii) of the
first sentence of the second paragraph under the heading "--Restrictions on
Transfer," above, such holder must first make an offer to sell such Units to the
Registrant and, if the Registrant does not accept such offer within a twenty-day
period, to each Restricted Holder at a price and on the other terms specified by
such holder of Units in a notice to the Registrant. Each Restricted Holder shall
have the right during the two successive twenty-day periods following the
expiration of the first twenty-day period to purchase such Restricted Holder's
pro rata portion of the number of such Units that the

                                       -4-
7

Registrant (or, with respect to the second such twenty-day period, the other
Restricted Holders) shall not have elected to purchase, which right may be
exercised subject to such Restricted Holder securing financing for such
purchase. If the Registrant and the Restricted Holders do not elect to exercise
such rights with respect to all the Units so being offered, the holder may sell
such Units to a third party at no less than 90% of the price and on the other
terms initially offered to the Registrant and the Restricted Holders.

         TAKE-ALONG RIGHTS. Under the LLC Agreement, prior to the IPO Date the
Units will be subject to certain "take-along" rights of the holders of more than
50% of the outstanding Units (the "Majority Holders"). In the event that the
Majority Holders elect to sell all of their Units to a third party, each other
holder of Units will, if requested to do so by the Majority Holders, have an
obligation to sell such holder's Units to such third party on the same terms and
at the same price as the Majority Holders.

         REGISTRATION RIGHTS. Under the LLC Agreement and subject to the
limitations described therein, the Registrant agrees to grant to (i) the holder
or holders (other than the Founding Stockholders and certain related trusts) of
30% of the Registrable Securities (as such term is defined in the LLC Agreement
and which will generally include all of the Units to be issued in connection
with the transactions contemplated by the Merger Agreement) with respect to the
initial request and 10% of the Registrable Securities with respect to any
subsequent requests, and (ii) with respect to two requests only after the third
anniversary of the Closing Date, the Founding Stockholders holding a specified
percentage of Units, the right to require the Registrant to register for resale
(subject to certain minimum registration requirements), under the Securities Act
and applicable state securities laws, Units that such holders or certain of
their affiliates propose to sell. Since the requests for registration under
clause (i) of the immediately preceding sentence exclude the Founding
Stockholders and the initial request thereunder must be made by the holders of
at least 30% of the Registrable Securities, C&D Fund IV, the largest unitholder,
will effectively control the initial registration of the Units if such
registration occurs pursuant to the exercise of registration rights granted
under the LLC Agreement prior to the third anniversary of the Closing Date. The
Registrant is obligated to pay all expenses incidental to the first two
registrations requested pursuant to clause (i) of the first sentence of this
paragraph and each of the two registrations requested pursuant to clause (ii) of
such first sentence, in each case, excluding underwriting discounts and
commissions. Subject to certain limitations set forth in the LLC Agreement, all
holders of Units as of the Closing Date will be entitled to participate in any
such registration for resale, or in any registration of equity securities of the
Registrant otherwise undertaken by the Registrant.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

         Item 6.  INDEMNIFICATION

         Section 18-108 of the Delaware Limited Liability Company Act (the
"Delaware Act") provides that, subject to such standards and restrictions, if
any, as are set forth in its limited liability company agreement, a limited
liability company may, and shall have the power to, indemnify and hold harmless
any member or manager or other person from and against any and all claims and
demands whatsoever.

         Section 11.2 of the LLC Agreement provides that no Covered Person (as
defined in the LLC Agreement) shall be liable to the Registrant or any other
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Covered Person in the good faith belief
that such action was in, or was not opposed to, the best interests of the
Registrant and in the manner believed to be within the scope of authority
conferred on such Covered Person by or pursuant to the LLC Agreement, except

                                       -5-
8

that a Covered Person shall be liable for any such loss, damage or claim
incurred by reason of such Covered Person's gross negligence or willful
misconduct.

         Section 11.4 of the LLC Agreement provides that the Registrant shall
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was or has agreed to become a Director, Officer, employee or agent
of the Registrant, or is or was serving or has agreed to serve at the request of
the Registrant as a director, officer, employee or agent, of another company,
partnership, joint venture, trust or other enterprise, or by reason of any
action, alleged to have been taken or omitted in such capacity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was unlawful; except
that in the case of an action or suit by or in the right of the Registrant to
procure a judgment in its favor (1) such indemnification shall be limited to
expenses (including attorney's fees) actually and reasonably incurred by such
person in the defense or settlement of such action or suit, and (2) no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Registrant unless
and only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper;
provided that any indemnity under Section 11.4 shall be provided out of and to
the extent of Registrant assets only, and no Member or Director, Officer,
employee or agent of the Registrant shall have any personal liabilities with
respect to such indemnity.

         Section 11.4 of the LLC Agreement further provides that to the extent
that a Director, Officer, employee or agent of the Registrant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 11.4 thereof or in defense of any claim, issue
or matter therein, he shall be indemnified by the Registrant against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         Section 11.4 of the LLC Agreement further provides that the Registrant
may purchase and maintain insurance, to the extent and in the amounts as the
Board shall, in its sole discretion, deem reasonable, on behalf of Covered
Persons and such other Persons as the Board shall determine, against any
liability that may be asserted against or expenses that may be incurred by any
such Person in connection with the activities of the Registrant or such
indemnities, regardless of whether the Registrant would have the power to
indemnify such Person against such liability under the provisions of the LLC
Agreement. The Registrant may enter into indemnity contracts with Covered
Persons and such other Persons as the Board shall determine and adopt written
procedures pursuant to which arrangements are made for the advancement of
expenses and the funding of obligations under the relevant provisions of the LLC
Agreement and containing such other procedures regarding indemnification as are
appropriate.

         Section 10.5 of the CERA LLC Unit Option Plan, Section 10.5 of the MGI
LLC Unit Option Plan, and Section 10.5 of the MGI Stock Option Plan each
provides as follows (all capitalized terms in this paragraph not defined herein
have the meaning ascribed to them in the relevant Plan): each person who is or
shall have been a member of the Board or the LLC Board or any committee of the
Board or the LLC Board shall be indemnified and held harmless by CERA or MGI, as
the case may be (the relevant entity hereinafter referred to as the "Company"),
and its Subsidiaries to the fullest extent permitted by

                                       -6-
9

law from and against any and all losses, costs, liabilities and expenses
(including any related attorneys' fees and advances thereof) in connection with,
based upon or arising or resulting from any claim, action, suit or proceeding to
which he may be made a party or in which he may be involved by reason of any
action taken or failure to act under the Plan and from and against any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit or proceeding
against him, provided that he shall give the Company or, with the consent of the
Company, another member of the MGI/CERA Group an opportunity, at its own
expense, to defend the same before he undertakes to defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's or any such Subsidiary's certificate of
incorporation or by-laws, by contract, as a matter of law, or otherwise.

         The Registrant carries a general liability insurance policy which
covers certain liabilities of Directors and Officers of the Registrant arising
out of claims based on acts or omissions in their capacity as Directors or
Officers.

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

         Item 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

         Item 9.  UNDERTAKINGS

         1.       The 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.
Notwithstanding the foregoing, any increase or decrease in volume of Units
offered (if the total dollar value of Units offered would not exceed that which
was registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.

         (iii) To include any material information with respect 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, 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.

                                       -7-
10

         2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the Units offered therein, and the offering of such Units at that
time shall be deemed to be the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Units 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       -8-
11

                                   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 New York, New York on the 12th day of February, 1998.

                                       GLOBAL DECISIONS GROUP LLC

                                       By: /S/ GORDON MCMAHON
                                          ------------------------------------
                                          Name:  Gordon McMahon
                                          Title: Vice President and Secretary

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Global Decisions Group
LLC, hereby severally constitute and appoint Gordon McMahon, Alberto Cribiore,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names, in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith, and any
and all subsequent amendments to said Registration Statement, and generally to
do all such things in our names and on our behalf and in our capacities as
officers and directors to enable Global Decisions Group LLC to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                   TITLE                                       DATE
      ---------                                   -----                                       ----
/S/ ALBERTO CRIBIORE                      President and Director                        February 12, 1998
-----------------------------------       (principal executive officer)
Alberto Cribiore                          

/S/ RICHARD J. SCHNALL                    Treasurer                                     February 12, 1998
-----------------------------------       (principal financial and  
Richard J. Schnall                        accounting officer)       
                                          

/S/ GORDON MCMAHON                        Vice President and Director                   February 12, 1998
-----------------------------------
Gordon McMahon

/S/ DONALD J. GOGEL                       Vice President and Director                   February 12, 1998
-----------------------------------
Donald J. Gogel
-9-
12

                                  EXHIBIT INDEX
Exhibit
Number                     Description
------                     -----------
4.1*                     Certificate of Formation of the Registrant

  4.2                      Amended and Restated Limited Liability Company Agreement of
                           the Registrant

  5.1                      Opinion of Richards, Layton & Finger, P.A.

 23.1                      Consent of Richards, Layton & Finger, P.A. (included in
                           Exhibit 5.1)

 23.2                      Consent of Coopers & Lybrand L.L.P.

 24.1                      Power of Attorney (included on the signature page of this
                           Registration Statement)
-------------------

*        Previously filed with the Commission as Exhibit 3.1 to the Registrant's
         Registration Statement on Form S-4, File No. 333-34477, which was
         originally filed with the Commission on August 27, 1997 and is
         incorporated herein by reference.