<PAGE>

          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2005
                                                  REGISTRATION NO. 333-_________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            NUVEEN INVESTMENTS, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                                 36-3817266
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                 Identification No.)

              333 West Wacker Drive                            60606
                Chicago, Illinois                            (Zip Code)
    (Address of Principal Executive Offices)

    Second Amendment and Restatement of the John Nuveen Company 1996 Equity
                              Incentive Award Plan

                            (Full title of the Plan)
        ----------------------------------------------------------------

                             Alan G. Berkshire, Esq.
              Senior Vice President, General Counsel and Secretary
                            Nuveen Investments, Inc.
                              333 West Wacker Drive
                             Chicago, Illinois 60606
                     (Name and address of agent for service)

                                 (312) 917-7700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF SECURITIES TO BE       AMOUNT TO BE    PROPOSED MAXIMUM OFFERING        PROPOSED MAXIMUM               AMOUNT OF
      REGISTERED (1)           REGISTERED (1)      PRICE PER SHARE (2)       AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE
-------------------------     ----------------  -------------------------    ----------------------------   ----------------
<S>                           <C>               <C>                          <C>                            <C>
Class A Common Stock, $.01    2,353,715 shares          $39.06                        $91,936,107.90           $10,820.88
per value
</TABLE>

(1)   In accordance with Rule 416(a) under the Securities Act of 1933, as
      amended, this registration statement shall be deemed to cover any
      additional shares of Class A common stock, par value $.01 per share, which
      may be issued pursuant to the Second Amendment and Restatement of The John
      Nuveen Company 1996 Equity Incentive Award Plan to prevent dilution from
      stock splits, stock dividends or similar transactions.


(2)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
      amended, on the basis of the average high and low prices reported for
      shares on the New York Stock Exchange on March 4, 2005.

<PAGE>

                                EXPLANATORY NOTE

            Pursuant to General Instruction E of Form S-8, this registration
statement registers an additional 2,353,715 shares of Class A Common Stock, par
value $.01, that may be awarded under the Second Amendment and Restatement of
the John Nuveen Company 1996 Equity Incentive Award Plan. Registration Statement
No. 333-90420, as filed on June 13, 2002, registered 9,000,000 shares of Class A
Common Stock to be issued under the Second Amendment and Restatement of the John
Nuveen Company 1996 Equity Incentive Award Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            The contents of the Registration Statement on Form S-8 as filed on
June 13, 2002, Registration Statement No. 333-90420, are incorporated by
reference into this Registration Statement.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The legality of the Class A Common Stock being registered is being
passed upon for the Registrant by Alan G. Berkshire, Esq. Senior Vice President,
General Counsel and Secretary of the Registrant. At March 1, 2005, Mr. Berkshire
owned 40,235 shares of the Class A Common Stock, which includes 6,000 shares
held by his spouse and 14,685 shares of unvested restricted stock. Mr. Berkshire
also holds unexercised options to purchase an aggregate 688,097 shares (301,000
of which are vested) of Class A Common Stock granted under the Second Amendment
and Restatement of The John Nuveen Company 1996 Equity Incentive Award Plan.

ITEM 8.     EXHIBITS.

            The following documents are filed as exhibits to this Registration
Statement:

            Exhibit No.           Description

            4.1                   Certificate of Amendment of Restated
                                  Certificate of Incorporation of the
                                  Registrant (incorporated herein by
                                  reference to Exhibit 3.1(b) to the
                                  Registration Statement on Form 10-K for
                                  the year ended December 31, 2002).

            5                     Opinion of Counsel.

            23.1                  Independent Accountants' Consent.

            23.2                  Consent of Counsel (included in Exhibit 5).

            24.1                  Powers of attorney.

<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chicago, Illinois, on the 7th day of March,
2005.

                                         NUVEEN INVESTMENTS, INC.

                                         By: /s/ Alan G. Berkshire
                                             ------------------------------
                                             Alan G. Berkshire,
                                             Senior Vice President, General
                                             Counsel and Secretary

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities on March 7, 2005.

              SIGNATURE                                    TITLE

                                             Chairman, Chief Executive Officer
                                             and Director (Principal Executive
                    *                       Officer)
  ------------------------------------
         Timothy R. Schwertfeger

                    *                        President and Director
  ------------------------------------
             John P. Amboian

                    *                        Director
  ------------------------------------
             Willard L. Boyd

                    *                        Director
  ------------------------------------
             Samuel G. Liss

                    *                        Director
  ------------------------------------
              John L. Carl

                    *                        Director
  ------------------------------------
            W. John Driscoll

                                             Director
  ------------------------------------
             Jay S. Fishman

                    *                        Director
  ------------------------------------
            William H. Heyman

                    *                        Director
  ------------------------------------
            Duane R. Kullberg

                                             Director
  ------------------------------------
           Roderick A. Palmore

                    *                        Director
  ------------------------------------
              Jay S. Benet


                                             Senior Vice President, Finance
                                             (Principal Financial and
            /s/ Margaret E. Wilson           Accounting Officer)
  ------------------------------------
           Margaret E. Wilson

            /s/ Alan G. Berkshire
  -------------------------------------
            Alan G. Berkshire
  *As Attorney-in-Fact for each of the
            persons indicated

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.      Description

4.1              Certificate of Amendment of Restated Certificate of
                 Incorporation of the Registrant (incorporated herein
                 by reference to Exhibit 3.1(b) to the Registration
                 Statement on Form 10-K for the year ended December 31,
                 2002).

5                Opinion of Counsel.

23.1             Independent Accountants' Consent.

23.2             Consent of Counsel (included in Exhibit 5).

24.1             Powers of attorney.
[{"type": "S-8", "sequence": "1", "filename": "c92862sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9527}]
{"company-data": {"conformed-name": "NUVEEN INVESTMENTS INC", "cik": "0000885708", "assigned-sic": "6282", "irs-number": "363817266", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123175", "film-number": "05664808"}, "business-address": {"street1": "333 W WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3129177700"}, "mail-address": {"street1": "333 WEST WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606"}, "former-company": {"former-conformed-name": "NUVEEN JOHN COMPANY", "date-changed": "19930328"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 2005
                                                  REGISTRATION NO. 333-_________

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            NUVEEN INVESTMENTS, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                                 36-3817266
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                 Identification No.)

              333 West Wacker Drive                            60606
                Chicago, Illinois                            (Zip Code)
    (Address of Principal Executive Offices)

    Second Amendment and Restatement of the John Nuveen Company 1996 Equity
                              Incentive Award Plan

                            (Full title of the Plan)
        ----------------------------------------------------------------

                             Alan G. Berkshire, Esq.
              Senior Vice President, General Counsel and Secretary
                            Nuveen Investments, Inc.
                              333 West Wacker Drive
                             Chicago, Illinois 60606
                     (Name and address of agent for service)

                                 (312) 917-7700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE       AMOUNT TO BE    PROPOSED MAXIMUM OFFERING        PROPOSED MAXIMUM               AMOUNT OF
      REGISTERED (1)           REGISTERED (1)      PRICE PER SHARE (2)       AGGREGATE OFFERING PRICE (2)   REGISTRATION FEE
-------------------------     ----------------  -------------------------    ----------------------------   ----------------
Class A Common Stock, $.01    2,353,715 shares          $39.06                        $91,936,107.90           $10,820.88
per value
(1)   In accordance with Rule 416(a) under the Securities Act of 1933, as
      amended, this registration statement shall be deemed to cover any
      additional shares of Class A common stock, par value $.01 per share, which
      may be issued pursuant to the Second Amendment and Restatement of The John
      Nuveen Company 1996 Equity Incentive Award Plan to prevent dilution from
      stock splits, stock dividends or similar transactions.

(2)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as
      amended, on the basis of the average high and low prices reported for
      shares on the New York Stock Exchange on March 4, 2005.
EXPLANATORY NOTE

            Pursuant to General Instruction E of Form S-8, this registration
statement registers an additional 2,353,715 shares of Class A Common Stock, par
value $.01, that may be awarded under the Second Amendment and Restatement of
the John Nuveen Company 1996 Equity Incentive Award Plan. Registration Statement
No. 333-90420, as filed on June 13, 2002, registered 9,000,000 shares of Class A
Common Stock to be issued under the Second Amendment and Restatement of the John
Nuveen Company 1996 Equity Incentive Award Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            The contents of the Registration Statement on Form S-8 as filed on
June 13, 2002, Registration Statement No. 333-90420, are incorporated by
reference into this Registration Statement.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The legality of the Class A Common Stock being registered is being
passed upon for the Registrant by Alan G. Berkshire, Esq. Senior Vice President,
General Counsel and Secretary of the Registrant. At March 1, 2005, Mr. Berkshire
owned 40,235 shares of the Class A Common Stock, which includes 6,000 shares
held by his spouse and 14,685 shares of unvested restricted stock. Mr. Berkshire
also holds unexercised options to purchase an aggregate 688,097 shares (301,000
of which are vested) of Class A Common Stock granted under the Second Amendment
and Restatement of The John Nuveen Company 1996 Equity Incentive Award Plan.

ITEM 8.     EXHIBITS.

            The following documents are filed as exhibits to this Registration
Statement:

            Exhibit No.           Description

            4.1                   Certificate of Amendment of Restated
                                  Certificate of Incorporation of the
                                  Registrant (incorporated herein by
                                  reference to Exhibit 3.1(b) to the
                                  Registration Statement on Form 10-K for
                                  the year ended December 31, 2002).

            5                     Opinion of Counsel.

            23.1                  Independent Accountants' Consent.

            23.2                  Consent of Counsel (included in Exhibit 5).

            24.1                  Powers of attorney.
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Chicago, Illinois, on the 7th day of March,
2005.

                                         NUVEEN INVESTMENTS, INC.

                                         By: /s/ Alan G. Berkshire
                                             ------------------------------
                                             Alan G. Berkshire,
                                             Senior Vice President, General
                                             Counsel and Secretary

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities on March 7, 2005.

              SIGNATURE                                    TITLE

                                             Chairman, Chief Executive Officer
                                             and Director (Principal Executive
                    *                       Officer)
  ------------------------------------
         Timothy R. Schwertfeger

                    *                        President and Director
  ------------------------------------
             John P. Amboian

                    *                        Director
  ------------------------------------
             Willard L. Boyd

                    *                        Director
  ------------------------------------
             Samuel G. Liss

                    *                        Director
  ------------------------------------
              John L. Carl

                    *                        Director
  ------------------------------------
            W. John Driscoll

                                             Director
  ------------------------------------
             Jay S. Fishman

                    *                        Director
  ------------------------------------
            William H. Heyman

                    *                        Director
  ------------------------------------
            Duane R. Kullberg

                                             Director
  ------------------------------------
           Roderick A. Palmore

                    *                        Director
  ------------------------------------
              Jay S. Benet

                                             Senior Vice President, Finance
                                             (Principal Financial and
            /s/ Margaret E. Wilson           Accounting Officer)
  ------------------------------------
           Margaret E. Wilson

            /s/ Alan G. Berkshire
  -------------------------------------
            Alan G. Berkshire
  *As Attorney-in-Fact for each of the
            persons indicated
INDEX TO EXHIBITS

Exhibit No.      Description

4.1              Certificate of Amendment of Restated Certificate of
                 Incorporation of the Registrant (incorporated herein
                 by reference to Exhibit 3.1(b) to the Registration
                 Statement on Form 10-K for the year ended December 31,
                 2002).

5                Opinion of Counsel.

23.1             Independent Accountants' Consent.

23.2             Consent of Counsel (included in Exhibit 5).

24.1             Powers of attorney.