<PAGE>
 
    As filed with the Securities and Exchange Commission on October 8, 1996
                                                           Registration No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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


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

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


                               MAY & SPEH, INC.
            (Exact name of registrant as specified in its charter)

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

              DELAWARE                                   36-2992650
     (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                                1501 OPUS PLACE
                         DOWNERS GROVE, ILLINOIS 60515
              (Address of principal executive offices) (Zip Code)

               MAY & SPEH, INC. 1994 EXECUTIVE STOCK OPTION PLAN
             MAY & SPEH, INC. 1995 KEY EMPLOYEE STOCK OPTION PLAN
                           (Full title of the plans)

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

                                ROBERT C. EARLY
             EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                               MAY & SPEH, INC.
                                1501 OPUS PLACE
                         DOWNERS GROVE, ILLINOIS 60515
                    (Name and address of agent for service)

                                 (630)964-1501
         (Telephone number, including area code, of agent for service)

                                WITH A COPY TO:
                             ROBERT A. MCWILLIAMS
                               FREEBORN & PETERS
                      311 SOUTH WACKER DRIVE, SUITE 3000
                            CHICAGO, ILLINOIS 60606
                                 (312)360-6000

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


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                           Proposed               Proposed
                                        Amount             Maximum                Maximum
      Title of Securities               to be           Offering Price           Aggregate              Amount of
       to be Registered             Registered(1)        Per Share(2)        Offering Price(2)      Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>                   <C>                     <C>

Common Stock ($.01 par value)..       2,726,000             $19.75               $53,838,500             $18,565   
====================================================================================================================
</TABLE>
(1)  Consists of 1,398,000 shares reserved for issuance under the May & Speh,
     Inc. 1994 Executive Stock Option Plan and 1,328,000 shares reserved for
     issuance under the May & Speh, Inc. 1995 Key Employee Stock Option Plan.
(2)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
     for the purpose of calculating the registration fee and based upon the
     average of the high and low prices of the Common Stock as reported by The
     Nasdaq Stock Market on October 4, 1996.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by May & Speh, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated in and
made a part of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded or replaced by
a statement or information contained in any subsequently filed document
incorporated herein by reference:

          (a) The Company's Prospectus dated March 26, 1996 filed with the
     Commission pursuant to Rule 424(b) and included in the Company's
     Registration Statement on Form S-1 (File No. 33-98302), as amended (the
     "Form S-1").

          (b) The description of the Company's common stock, par value $.01 per
     share (the "Common Stock"), contained in the Form S-1.

          (c) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1996 and June 30, 1996.

          (d) The Company's Current Report on Form 8-K dated July 18, 1996, as 
     amended.

          (e) All other documents filed by the Company pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") subsequent to the date of this Registration
     Statement and prior to the filing of a post-effective amendment to this
     Registration Statement indicating that all securities offered under the
     Registration Statement have been sold, or deregistering all securities then
     remaining unsold, are also incorporated herein by reference and shall be a
     part hereof from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Freeborn & Peters has acted as counsel for the Company in connection
with this Registration Statement and has rendered its opinion in connection
therewith. Attorneys employed by this law firm beneficially own approximately
130,000 shares of Common Stock and options to acquire an additional 21,600
shares of Common Stock. Peter I. Mason, a director of the Company, is a partner
of Freeborn & Peters.

                                      II-1
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Nine of the Registrant's Certificate of Incorporation ("Article
Nine") is consistent with Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which generally permits a company to include a provision
limiting the personal liability of a director in the company's certificate of
incorporation.  With limitations, Article Nine eliminates the personal liability
of the Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.  However, Article Nine does
not eliminate director liability (i) for breaches of the duty of loyalty to the
Registrant and its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
transactions from which a director derives improper personal benefit and (iv)
under Section 174 of the DGCL ("Section 174").  Section 174 makes directors
personally liable for unlawful dividends and stock repurchases or redemptions
and expressly sets forth a negligence standard with respect to such liability.
Article Nine provides further that a director shall not be personally liable to
the Registrant or its stockholders to such further extent as permitted by any
law subsequently enacted, including any subsequent amendment to the DGCL.  While
Article Nine protects the directors from awards for monetary damages for
breaches of their duty of care, it does not eliminate their duty of care.

     With certain limitations, Article Eight of the Registrant's By-Laws
("Article Eight") provides for indemnification of any of the Registrant's past,
present and future officers and directors against liabilities and reasonable
expenses incurred in any criminal or civil action by reason of such person's
being or having been an officer or director of the Registrant or of any other
corporation which such person serves as such at the request of the Registrant.
Indemnification under Article Eight is limited to officers and directors who
have acted in good faith and in a manner they reasonably believed to be in the
best interests of the Registrant.  Any questions regarding whether the officer
or director has met the required standards of conduct are to be answered by (i)
a majority of disinterested directors, (ii) a written opinion of a reputable
disinterested legal counsel selected by the Board or (iii) the stockholders.
Indemnification rights under Article Eight are non-exclusive.  In the event of
an officer's or director's death, such person's indemnification rights shall
extend to his or her heirs and legal representatives.  Rights under Article
Eight are separable, and if any part of that section is determined to be invalid
for any reason, all other parts remain in effect.

     Under Section 145 of the DGCL, directors and officers, as well as other
employees and individuals, may be indemnified against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the
corporation--a "derivative action") if they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such an action, and the DGCL
requires court approval before there

                                     II-2
<PAGE>
 
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.  Article Ten of the Registrant's Certificate of
Incorporation ("Article Ten") provides that the Registrant shall indemnify its
directors and officers (and, in the discretion of the Board, employees of the
Registrant or persons serving at the request of the Registrant in any other
capacity for or on behalf of the Registrant) to the full extent permitted by law
against any liability or expense actually and reasonably incurred.  Article Ten
provides further that the Registrant shall advance expenses incurred by an
officer or director in defending a civil or criminal action, suit or proceeding
upon receipt of an undertaking by or on behalf of such officer or director to
repay such amount if it shall ultimately be determined that such officer or
director is not entitled to be indemnified.

     With the approval of the Registrant's stockholders, the Registrant has
entered into Directorship Agreements with its directors.  These Directorship
Agreements provide that the directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines, amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as
directors of the Registrant or of any subsidiary of the Registrant or of any
other company or enterprise in which they are serving at the request of the
Registrant.  No indemnity will be provided to any director under these
agreements on account of liability for any breach of the director's duty of
loyalty to the Registrant, such subsidiaries, stockholders or enterprises, any
act or omission not in good faith or which involved intentional misconduct or a
knowing violation of laws, or any transaction from which the director derived an
improper personal benefit.  In addition, no indemnification will be provided for
which payment is made to or on behalf of the director under any insurance
policy, except with respect to any excess amount to which the director is
entitled under the Directorship Agreement beyond the amount of payment under
such insurance policy, if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable statute
or public policy, or in connection with any proceeding initiated by the
director, or any proceeding by the director against the Registrant or its
directors, officers, employees or other persons entitled to be indemnified by
the Registrant, unless (i) the Registrant is expressly required by law to make
the indemnification, (ii) the proceeding was authorized by the Board of
Directors of the Registrant or (iii) the director initiated the proceeding
pursuant to the Directorship Agreement and the director is successful in whole
or in part in the proceeding.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

     4.1  Certificate of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to the Form S-1)

     4.2  By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
          the Form S-1)

                                     II-3
<PAGE>
 
     4.3  Specimen Certificate for Common Stock (incorporated by reference to
          Exhibit 4.1 to the Form S-1)

     4.4  May & Speh, Inc. 1994 Executive Stock Option Plan (incorporated by
          reference to Exhibit 10.1 to the Form S-1)

     4.5  Form of Stock Option Agreement under the May & Speh, Inc. 1994
          Executive Stock Option Plan (incorporated by reference to Exhibit 10.2
          to the Form S-1)
 
     4.6  May & Speh, Inc. 1995 Key Employee Stock Option Plan, as amended

     4.7  Form of Stock Option Agreement under the May & Speh, Inc. 1995 Key
          Employee Stock Option Plan

     5    Opinion of Freeborn & Peters

     23.1 Consent of Freeborn & Peters (contained in Exhibit 5)

     23.2 Consent of Price Waterhouse LLP

     24   Power of Attorney (contained on signature page)

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

               (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 securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate

                                     II-4
<PAGE>
 
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective Registration Statement;

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

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference 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.

     The undersigned 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 that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     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 securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
<PAGE>
 
                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Downers Grove, State of Illinois, on this 7th
day of October, 1996.


                                       May & Speh, Inc.


                                       By: /s/ Lawrence J. Speh
                                       -------------------------------------
                                       Lawrence J. Speh
                                       President and Chief Executive Officer


                               POWER OF ATTORNEY


       Know all men by these presents, that each person whose signature appears
below constitutes and appoints Robert C. Early and Willard E. Engel, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on October 7, 1996.
 
         SIGNATURE                                  TITLE
         ---------                                  -----


 /s/ Albert J. Speh, Jr.               Chairman of the Board of Directors
-----------------------------------
Albert J. Speh, Jr.


 /s/ Lawrence J. Speh                  President, Chief Executive Officer
-----------------------------------    and Director (principal executive
Lawrence J. Speh                       officer)

                                     II-6
<PAGE>
 
 /s/ Robert C. Early                   Executive Vice President, Chief
---------------------------------      Financial Officer, Treasurer and
Robert C. Early                        Director (principal financial officer)
 
 /s/ Willard E. Engel, Jr.             Vice President and Chief Accounting
----------------------------------     Officer (principal accounting officer)
Willard E. Engel, Jr
 
 /s/ Peter I. Mason                    Director
----------------------------------
Peter I. Mason
 
 
 /s/ Deborah A. Bricker                Director
----------------------------------
Deborah A. Bricker
 
 
 


                                     II-7
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                    SEQUENTIALLY
EXHIBIT                                                                               NUMBERED
NUMBER                                      EXHIBIT                                     PAGE
------                                      -------                                 ------------
<C>          <S>                                                                    <C>
  4.1        Certificate of Incorporation of the Registrant (incorporated by
             reference to Exhibit 3.1 to the Form S-1)

  4.2        By-Laws of the Registrant (incorporated by reference to Exhibit 3.2
             to the Form S-1)

  4.3        Specimen Certificate for Common Stock (incorporated by reference
             to Exhibit 4.1 to the Form S-1)

  4.4        May & Speh, Inc. 1994 Executive Stock Option Plan (incorporated
             by reference to Exhibit 10.1 to the Form S-1)

  4.5        Form of Stock Option Agreement under the May & Speh, Inc. 1994
             Executive Stock Option Plan (incorporated by reference to Exhibit
             10.2 to the Form S-1)

  4.6        May & Speh, Inc. 1995 Key Employee Stock Option Plan, as amended

  4.7        Form of Stock Option Agreement under the May & Speh, Inc. 1995
             Key Employee Stock Option Plan

   5         Opinion of Freeborn & Peters

 23.1        Consent of Freeborn & Peters (contained in Exhibit 5)

 23.2        Consent of Price Waterhouse LLP

   24        Power of Attorney (contained on signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23381}]
{"company-data": {"conformed-name": "MAY & SPEH INC", "cik": "0001002521", "assigned-sic": "7331", "irs-number": "362992650", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13711", "film-number": "96640823"}, "business-address": {"street1": "1501 OPUS PL", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "7089641501"}, "mail-address": {"street1": "1501 OPUS PLACE", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515"}}
As filed with the Securities and Exchange Commission on October 8, 1996
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

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

                               MAY & SPEH, INC.
            (Exact name of registrant as specified in its charter)

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

              DELAWARE                                   36-2992650
     (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                                1501 OPUS PLACE
                         DOWNERS GROVE, ILLINOIS 60515
              (Address of principal executive offices) (Zip Code)

               MAY & SPEH, INC. 1994 EXECUTIVE STOCK OPTION PLAN
             MAY & SPEH, INC. 1995 KEY EMPLOYEE STOCK OPTION PLAN
                           (Full title of the plans)

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

                                ROBERT C. EARLY
             EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                               MAY & SPEH, INC.
                                1501 OPUS PLACE
                         DOWNERS GROVE, ILLINOIS 60515
                    (Name and address of agent for service)

                                 (630)964-1501
         (Telephone number, including area code, of agent for service)

                                WITH A COPY TO:
                             ROBERT A. MCWILLIAMS
                               FREEBORN & PETERS
                      311 SOUTH WACKER DRIVE, SUITE 3000
                            CHICAGO, ILLINOIS 60606
                                 (312)360-6000

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

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                           Proposed               Proposed
                                        Amount             Maximum                Maximum
      Title of Securities               to be           Offering Price           Aggregate              Amount of
       to be Registered             Registered(1)        Per Share(2)        Offering Price(2)      Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock ($.01 par value)..       2,726,000             $19.75               $53,838,500             $18,565   
====================================================================================================================
(1)  Consists of 1,398,000 shares reserved for issuance under the May & Speh,
     Inc. 1994 Executive Stock Option Plan and 1,328,000 shares reserved for
     issuance under the May & Speh, Inc. 1995 Key Employee Stock Option Plan.
(2)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
     for the purpose of calculating the registration fee and based upon the
     average of the high and low prices of the Common Stock as reported by The
     Nasdaq Stock Market on October 4, 1996.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by May & Speh, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated in and
made a part of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded or replaced by
a statement or information contained in any subsequently filed document
incorporated herein by reference:

          (a) The Company's Prospectus dated March 26, 1996 filed with the
     Commission pursuant to Rule 424(b) and included in the Company's
     Registration Statement on Form S-1 (File No. 33-98302), as amended (the
     "Form S-1").

          (b) The description of the Company's common stock, par value $.01 per
     share (the "Common Stock"), contained in the Form S-1.

          (c) The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1996 and June 30, 1996.

          (d) The Company's Current Report on Form 8-K dated July 18, 1996, as 
     amended.

          (e) All other documents filed by the Company pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") subsequent to the date of this Registration
     Statement and prior to the filing of a post-effective amendment to this
     Registration Statement indicating that all securities offered under the
     Registration Statement have been sold, or deregistering all securities then
     remaining unsold, are also incorporated herein by reference and shall be a
     part hereof from the date of the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Freeborn & Peters has acted as counsel for the Company in connection
with this Registration Statement and has rendered its opinion in connection
therewith. Attorneys employed by this law firm beneficially own approximately
130,000 shares of Common Stock and options to acquire an additional 21,600
shares of Common Stock. Peter I. Mason, a director of the Company, is a partner
of Freeborn & Peters.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Nine of the Registrant's Certificate of Incorporation ("Article
Nine") is consistent with Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which generally permits a company to include a provision
limiting the personal liability of a director in the company's certificate of
incorporation.  With limitations, Article Nine eliminates the personal liability
of the Registrant's directors to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.  However, Article Nine does
not eliminate director liability (i) for breaches of the duty of loyalty to the
Registrant and its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
transactions from which a director derives improper personal benefit and (iv)
under Section 174 of the DGCL ("Section 174").  Section 174 makes directors
personally liable for unlawful dividends and stock repurchases or redemptions
and expressly sets forth a negligence standard with respect to such liability.
Article Nine provides further that a director shall not be personally liable to
the Registrant or its stockholders to such further extent as permitted by any
law subsequently enacted, including any subsequent amendment to the DGCL.  While
Article Nine protects the directors from awards for monetary damages for
breaches of their duty of care, it does not eliminate their duty of care.

     With certain limitations, Article Eight of the Registrant's By-Laws
("Article Eight") provides for indemnification of any of the Registrant's past,
present and future officers and directors against liabilities and reasonable
expenses incurred in any criminal or civil action by reason of such person's
being or having been an officer or director of the Registrant or of any other
corporation which such person serves as such at the request of the Registrant.
Indemnification under Article Eight is limited to officers and directors who
have acted in good faith and in a manner they reasonably believed to be in the
best interests of the Registrant.  Any questions regarding whether the officer
or director has met the required standards of conduct are to be answered by (i)
a majority of disinterested directors, (ii) a written opinion of a reputable
disinterested legal counsel selected by the Board or (iii) the stockholders.
Indemnification rights under Article Eight are non-exclusive.  In the event of
an officer's or director's death, such person's indemnification rights shall
extend to his or her heirs and legal representatives.  Rights under Article
Eight are separable, and if any part of that section is determined to be invalid
for any reason, all other parts remain in effect.

     Under Section 145 of the DGCL, directors and officers, as well as other
employees and individuals, may be indemnified against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the
corporation--a "derivative action") if they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to criminal actions or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such an action, and the DGCL
requires court approval before there

                                     II-2
can be any indemnification where the person seeking indemnification has been
found liable to the corporation.  Article Ten of the Registrant's Certificate of
Incorporation ("Article Ten") provides that the Registrant shall indemnify its
directors and officers (and, in the discretion of the Board, employees of the
Registrant or persons serving at the request of the Registrant in any other
capacity for or on behalf of the Registrant) to the full extent permitted by law
against any liability or expense actually and reasonably incurred.  Article Ten
provides further that the Registrant shall advance expenses incurred by an
officer or director in defending a civil or criminal action, suit or proceeding
upon receipt of an undertaking by or on behalf of such officer or director to
repay such amount if it shall ultimately be determined that such officer or
director is not entitled to be indemnified.

     With the approval of the Registrant's stockholders, the Registrant has
entered into Directorship Agreements with its directors.  These Directorship
Agreements provide that the directors will be indemnified to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines, amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service as
directors of the Registrant or of any subsidiary of the Registrant or of any
other company or enterprise in which they are serving at the request of the
Registrant.  No indemnity will be provided to any director under these
agreements on account of liability for any breach of the director's duty of
loyalty to the Registrant, such subsidiaries, stockholders or enterprises, any
act or omission not in good faith or which involved intentional misconduct or a
knowing violation of laws, or any transaction from which the director derived an
improper personal benefit.  In addition, no indemnification will be provided for
which payment is made to or on behalf of the director under any insurance
policy, except with respect to any excess amount to which the director is
entitled under the Directorship Agreement beyond the amount of payment under
such insurance policy, if a court having jurisdiction in the matter finally
determines that such indemnification is not lawful under any applicable statute
or public policy, or in connection with any proceeding initiated by the
director, or any proceeding by the director against the Registrant or its
directors, officers, employees or other persons entitled to be indemnified by
the Registrant, unless (i) the Registrant is expressly required by law to make
the indemnification, (ii) the proceeding was authorized by the Board of
Directors of the Registrant or (iii) the director initiated the proceeding
pursuant to the Directorship Agreement and the director is successful in whole
or in part in the proceeding.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

     4.1  Certificate of Incorporation of the Registrant (incorporated by
          reference to Exhibit 3.1 to the Form S-1)

     4.2  By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
          the Form S-1)

                                     II-3
4.3  Specimen Certificate for Common Stock (incorporated by reference to
          Exhibit 4.1 to the Form S-1)

     4.4  May & Speh, Inc. 1994 Executive Stock Option Plan (incorporated by
          reference to Exhibit 10.1 to the Form S-1)

     4.5  Form of Stock Option Agreement under the May & Speh, Inc. 1994
          Executive Stock Option Plan (incorporated by reference to Exhibit 10.2
          to the Form S-1)
 
     4.6  May & Speh, Inc. 1995 Key Employee Stock Option Plan, as amended

     4.7  Form of Stock Option Agreement under the May & Speh, Inc. 1995 Key
          Employee Stock Option Plan

     5    Opinion of Freeborn & Peters

     23.1 Consent of Freeborn & Peters (contained in Exhibit 5)

     23.2 Consent of Price Waterhouse LLP

     24   Power of Attorney (contained on signature page)

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

               (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 securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate

                                     II-4
offering price set forth in the "Calculation of Registration Fee"
          table in the effective Registration Statement;

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

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are incorporated by reference 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.

     The undersigned 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 that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     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 securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Downers Grove, State of Illinois, on this 7th
day of October, 1996.

                                       May & Speh, Inc.

                                       By: /s/ Lawrence J. Speh
                                       -------------------------------------
                                       Lawrence J. Speh
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY

       Know all men by these presents, that each person whose signature appears
below constitutes and appoints Robert C. Early and Willard E. Engel, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on October 7, 1996.
 
         SIGNATURE                                  TITLE
         ---------                                  -----

 /s/ Albert J. Speh, Jr.               Chairman of the Board of Directors
-----------------------------------
Albert J. Speh, Jr.

 /s/ Lawrence J. Speh                  President, Chief Executive Officer
-----------------------------------    and Director (principal executive
Lawrence J. Speh                       officer)

                                     II-6
/s/ Robert C. Early                   Executive Vice President, Chief
---------------------------------      Financial Officer, Treasurer and
Robert C. Early                        Director (principal financial officer)
 
 /s/ Willard E. Engel, Jr.             Vice President and Chief Accounting
----------------------------------     Officer (principal accounting officer)
Willard E. Engel, Jr
 
 /s/ Peter I. Mason                    Director
----------------------------------
Peter I. Mason
 
 
 /s/ Deborah A. Bricker                Director
----------------------------------
Deborah A. Bricker
 
 
 

                                     II-7
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT                                                                               NUMBERED
NUMBER                                      EXHIBIT                                     PAGE
------                                      -------                                 ------------
4.1        Certificate of Incorporation of the Registrant (incorporated by
             reference to Exhibit 3.1 to the Form S-1)

  4.2        By-Laws of the Registrant (incorporated by reference to Exhibit 3.2
             to the Form S-1)

  4.3        Specimen Certificate for Common Stock (incorporated by reference
             to Exhibit 4.1 to the Form S-1)

  4.4        May & Speh, Inc. 1994 Executive Stock Option Plan (incorporated
             by reference to Exhibit 10.1 to the Form S-1)

  4.5        Form of Stock Option Agreement under the May & Speh, Inc. 1994
             Executive Stock Option Plan (incorporated by reference to Exhibit
             10.2 to the Form S-1)

  4.6        May & Speh, Inc. 1995 Key Employee Stock Option Plan, as amended

  4.7        Form of Stock Option Agreement under the May & Speh, Inc. 1995
             Key Employee Stock Option Plan

   5         Opinion of Freeborn & Peters

 23.1        Consent of Freeborn & Peters (contained in Exhibit 5)

 23.2        Consent of Price Waterhouse LLP

   24        Power of Attorney (contained on signature page)