<PAGE>
 
   As filed with the Securities and Exchange Commission on November 5, 1996
                                                      Registration No. 333-
 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             _____________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
            (Exact name of registrant as specified in its charter)

           DELAWARE                                    13-3160717
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

   161 NORTH CLARK STREET, SUITE 2400                    60601
   CHICAGO, ILLINOIS                                   (Zip Code)
(Address of principal executive offices)

                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                           1996 STOCK INCENTIVE PLAN
                     1996 BROAD-BASED EMPLOYEE STOCK PLAN
                           (Full title of the plans)

                              RHONDA I. KOCHLEFL
                              CHAIRMAN, PRESIDENT
                          AND CHIEF EXECUTIVE OFFICER
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                        161 N. CLARK STREET, SUITE 2400
                            CHICAGO, ILLINOIS 60601
                                (312) 419-7600
                     (Name, address, and telephone number,
                  including area code, of agent for service)

                         ____________________________

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==============================================================================================
                                                 Proposed          Proposed
     Title of              Amount                 maximum          maximum       Amount of
 Securities to be          to be                 offering         aggregate   registration fee
    registered           registered              price per         offering
                                                   share            price
----------------------------------------------------------------------------------------------
<S>                       <C>                <C>                <C>                <C>

Common Stock,             400,000            $25.00, $25.63(2)  $10,055,062(2)     $3,047
$.01 par value           shares(1)
==============================================================================================
</TABLE>

(1)  This registration statement also covers an additional and indeterminate
     number of shares as may become issuable because of the provisions of the
     Plan relating to adjustments for changes resulting from stock dividends,
     stock splits and similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i) as
     to options to purchase 312,600 shares of Common Stock, a $25.00 purchase
     price per share and (ii) as to 87,400 shares of Common Stock, the average
     of the high and low sale prices of the Common Stock reported in the Nasdaq
     National Market Issues on October 31, 1996.
================================================================================
<PAGE>
 
                                    PART II
                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Donnelley Enterprise Solutions
Incorporated (the "Company") are incorporated herein by reference:

          (a) The Company's Prospectus dated October 30 1996, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act of
1933");

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995; and

          (c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in a registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 ("Section 145") of the General
Corporation Law of the State of Delaware (the "Delaware GCL") which provides for
indemnification of directors and officers in certain circumstances.

          In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's First Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty as directors
except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the Delaware GCL (unlawful payment of dividends) or (iv)
transactions from which a director derives an improper personal benefit.

          The Certificate of Incorporation of the Company provides for
indemnification of directors and officers to the fullest extent permitted by the
Delaware GCL, as amended from time to time. It states that the indemnification
provided therein shall not be deemed exclusive. The Company may maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss, under the provisions of the Delaware GCL.

          Pursuant to Section 145, the Company maintains directors' and
officers' liability insurance coverage.
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT
   NO.                                      DESCRIPTION
 -------                                    -----------

4(a)           First Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Registration Statement on
               Form S-1 (File No. 333-10127), Exhibit 3.1).
4(b)           By-laws of the Company (incorporated by reference to Registration
               Statement on Form S-1 (File No. 333-10127), Exhibit 3.2).
5              Opinion of Sidley & Austin.
23(a)          Consents of Arthur Andersen  LLP.
23(b)          Consent of Sidley & Austin  (contained in Exhibit 5 hereto).
24             Powers of Attorney.

ITEM 9.   UNDERTAKINGS.

          (a)   The undersigned registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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 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
                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 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 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

                                     II-2
<PAGE>
 
          (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                     II-3
<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 Chicago, State of Illinois on this 4th day of
November, 1996.


                                       DONNELLEY ENTERPRISE SOLUTIONS
                                        INCORPORATED


                                       By: /s/ Rhonda I. Kochlefl
                                           __________________________
                                           Rhonda I. Kochlefl
                                           Chairman, President and
                                            Chief Executive Officer



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


<TABLE> 
<CAPTION> 

       SIGNATURE                                  TITLE(S)                                         DATE
       --------                                   --------                                         ----

<S>                             <C>                                                           <C> 
/s/ Rhonda I. Kochlefl          Chairman, President and Chief Executive Officer               November 4, 1996
----------------------          (Principal executive officer)
  Rhonda I. Kochlefl                                                               



           *                    Senior Vice President and Chief Financial Officer             November 4, 1996
----------------------            (principal financial and accounting officer)
    Luke F. Botica           


           *                    Senior Vice President and Chief                               November 4, 1996
----------------------            Technology Officer and Director
    Leo S. Spiegel

           *                    Director                                                      November 4, 1996
----------------------
    Daniel I. Malina


           *                    Director                                                      November 4, 1996
----------------------
      W. Ed Tyler


*By                  /s/ Rhonda I. Kochlefl
    ________________________________________
              Rhonda I. Kochlefl
              Attorney-in-Fact

</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

EXHIBIT
NUMBER                      DESCRIPTION OF EXHIBIT
------                      ----------------------

4(a)           First Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Registration Statement on
               Form S-1 (File No. 333-10127), Exhibit 3.1).

4(b)           By-laws of the Company (incorporated by reference to Registration
               Statement on Form S-1 (File No. 333-10127), Exhibit 3.2).

5*             Opinion of Sidley & Austin.

23(a)*         Consents of Arthur Andersen LLP.

23(b)*         Consent of Sidley & Austin (contained in Exhibit 5 hereto).

24*            Powers of Attorney.


________________________
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16019}]
{"company-data": {"conformed-name": "DONNELLEY ENTERPRISE SOLUTIONS INC", "cik": "0001019336", "assigned-sic": "8741", "irs-number": "133160717", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15549", "film-number": "96654574"}, "business-address": {"street1": "161 NORTH CLARK STREET SUITE 2400", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3124197600"}}
As filed with the Securities and Exchange Commission on November 5, 1996
                                                      Registration No. 333-
 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                             _____________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
            (Exact name of registrant as specified in its charter)

           DELAWARE                                    13-3160717
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

   161 NORTH CLARK STREET, SUITE 2400                    60601
   CHICAGO, ILLINOIS                                   (Zip Code)
(Address of principal executive offices)

                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                           1996 STOCK INCENTIVE PLAN
                     1996 BROAD-BASED EMPLOYEE STOCK PLAN
                           (Full title of the plans)

                              RHONDA I. KOCHLEFL
                              CHAIRMAN, PRESIDENT
                          AND CHIEF EXECUTIVE OFFICER
                  DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED
                        161 N. CLARK STREET, SUITE 2400
                            CHICAGO, ILLINOIS 60601
                                (312) 419-7600
                     (Name, address, and telephone number,
                  including area code, of agent for service)

                         ____________________________

                        CALCULATION OF REGISTRATION FEE
==============================================================================================
                                                 Proposed          Proposed
     Title of              Amount                 maximum          maximum       Amount of
 Securities to be          to be                 offering         aggregate   registration fee
    registered           registered              price per         offering
                                                   share            price
----------------------------------------------------------------------------------------------
Common Stock,             400,000            $25.00, $25.63(2)  $10,055,062(2)     $3,047
$.01 par value           shares(1)
==============================================================================================
(1)  This registration statement also covers an additional and indeterminate
     number of shares as may become issuable because of the provisions of the
     Plan relating to adjustments for changes resulting from stock dividends,
     stock splits and similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i) as
     to options to purchase 312,600 shares of Common Stock, a $25.00 purchase
     price per share and (ii) as to 87,400 shares of Common Stock, the average
     of the high and low sale prices of the Common Stock reported in the Nasdaq
     National Market Issues on October 31, 1996.
================================================================================
PART II
                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Donnelley Enterprise Solutions
Incorporated (the "Company") are incorporated herein by reference:

          (a) The Company's Prospectus dated October 30 1996, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act of
1933");

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1995; and

          (c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in a registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose
of updating such description.

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 ("Section 145") of the General
Corporation Law of the State of Delaware (the "Delaware GCL") which provides for
indemnification of directors and officers in certain circumstances.

          In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's First Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty as directors
except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the Delaware GCL (unlawful payment of dividends) or (iv)
transactions from which a director derives an improper personal benefit.

          The Certificate of Incorporation of the Company provides for
indemnification of directors and officers to the fullest extent permitted by the
Delaware GCL, as amended from time to time. It states that the indemnification
provided therein shall not be deemed exclusive. The Company may maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Company, or another corporation, partnership, joint venture, trust
or other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such person against such expense,
liability or loss, under the provisions of the Delaware GCL.

          Pursuant to Section 145, the Company maintains directors' and
officers' liability insurance coverage.
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT
   NO.                                      DESCRIPTION
 -------                                    -----------

4(a)           First Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Registration Statement on
               Form S-1 (File No. 333-10127), Exhibit 3.1).
4(b)           By-laws of the Company (incorporated by reference to Registration
               Statement on Form S-1 (File No. 333-10127), Exhibit 3.2).
5              Opinion of Sidley & Austin.
23(a)          Consents of Arthur Andersen  LLP.
23(b)          Consent of Sidley & Austin  (contained in Exhibit 5 hereto).
24             Powers of Attorney.

ITEM 9.   UNDERTAKINGS.

          (a)   The undersigned registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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 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
                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 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 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

                                     II-2
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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 securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                     II-3
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 Chicago, State of Illinois on this 4th day of
November, 1996.

                                       DONNELLEY ENTERPRISE SOLUTIONS
                                        INCORPORATED

                                       By: /s/ Rhonda I. Kochlefl
                                           __________________________
                                           Rhonda I. Kochlefl
                                           Chairman, President and
                                            Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                  TITLE(S)                                         DATE
       --------                                   --------                                         ----
/s/ Rhonda I. Kochlefl          Chairman, President and Chief Executive Officer               November 4, 1996
----------------------          (Principal executive officer)
  Rhonda I. Kochlefl                                                               

           *                    Senior Vice President and Chief Financial Officer             November 4, 1996
----------------------            (principal financial and accounting officer)
    Luke F. Botica           

           *                    Senior Vice President and Chief                               November 4, 1996
----------------------            Technology Officer and Director
    Leo S. Spiegel

           *                    Director                                                      November 4, 1996
----------------------
    Daniel I. Malina

           *                    Director                                                      November 4, 1996
----------------------
      W. Ed Tyler

*By                  /s/ Rhonda I. Kochlefl
    ________________________________________
              Rhonda I. Kochlefl
              Attorney-in-Fact
EXHIBIT INDEX
                                 -------------

EXHIBIT
NUMBER                      DESCRIPTION OF EXHIBIT
------                      ----------------------

4(a)           First Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Registration Statement on
               Form S-1 (File No. 333-10127), Exhibit 3.1).

4(b)           By-laws of the Company (incorporated by reference to Registration
               Statement on Form S-1 (File No. 333-10127), Exhibit 3.2).

5*             Opinion of Sidley & Austin.

23(a)*         Consents of Arthur Andersen LLP.

23(b)*         Consent of Sidley & Austin (contained in Exhibit 5 hereto).

24*            Powers of Attorney.

________________________
*Filed herewith