<PAGE>
 
         As filed with the Securities and Exchange Commission On April 14, 1999

                                                    Registration No. 333 - _____

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         ____________________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933

                        TRUE NORTH COMMUNICATIONS INC.
            (Exact Name of Registrant as Specified in its Charter)

               Delaware                                        36-1088161
     (State or Other Jurisdiction of                          (IRS Employer
     Incorporation or  Organization)                        Identification No.)

          101 East Erie Street                                 
             Chicago, Illinois                                 60611-2897
  (Address of Principal Executive Offices)                     (Zip Code)

                        TRUE NORTH COMMUNICATIONS INC.
                        PROFIT SHARING AND SAVINGS PLAN
                                   FOR BJK&E
                           (Full title of the plan)

                            Theodore J. Theophilos
    Executive Vice President of Corporate Development and Business Affairs
                        True North Communications Inc.
                             101 East Erie Street
                               Chicago, Illinois
                                  60611-2897
                    (Name and address of agent for service)
 
                                (312) 425-6500
        (Telephone number, including area code, of agent for service.)
                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
==================================================================================================
                                         Proposed maximum  Proposed maximum                          
Title of Securities      Amount to be    offering price    aggregate offering  Amount                
to be Registered (1)     registered      per share (2)     price               registration fee      
==================================================================================================
<S>                      <C>             <C>               <C>                 <C>                    
Common Stock,                 200,000       $27.38           $5,476,000           $1,522.33
$.33 1/3 par value (3)
==================================================================================================
</TABLE>

__________________

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, solely
     for the purpose of calculating the amount of the registration fee, based
     upon the average of the high and low sales prices reported for shares of
     the Common Stock in the New York Stock Exchange Composite Transactions on
     April 8, 1999, which was $27.38.

(3)  Includes an equal number of associated preferred stock purchase rights
     ("Rights") to purchase 1/2,000 of a share of Series B Junior Preferred
     Stock, par value $1.00 per share. Rights initially are attached to and
     trade with the Common Stock of Registrant. The value attributable to such
     Rights, if any, is reflected in the market price of the Common Stock.
<PAGE>
 
     PART I:   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Securities and
Exchange Commission (the "SEC") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

     PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

               The following documents heretofore filed (File Number 1-5029) by
the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:

1.        The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1998;

2.        The description of the Common Stock contained in the Joint Proxy
          Statement/ Registration Statement on Form S-4 (Registration No. 333-
          41189) under the caption "Description of True North Common Stock"
          filed by the Registrant with the SEC on November 26, 1997, including
          any amendments or reports filed for the purpose of updating such
          description.

3.        The description of the Registrant's Preferred Stock Purchase Rights
          contained in the Registrant's Registration Statement on Form 8-A filed
          on November 5, 1998 and any amendment or report filed for the purpose
          of updating such description.

               All reports and other documents filed by the Registrant pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment 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
herein and to be a part hereof from the dates of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       2
<PAGE>
 
Item 4.   Description of Securities

               Not applicable.

Item 5.   Interests of Named Experts and Counsel

               Suzanne S. Bettman, Vice President and Assistant General Counsel
of True North, will issue an opinion about the legality of the True North Common
Stock being offered by this prospectus.

Item 6.   Indemnification of Directors and Officers.

               Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. Registrant's Bylaws also provide that Registrant will indemnify
its directors, officers, employees and other agents to the fullest extent
permitted by Delaware law.

               Registrant's Certificate of Incorporation, as amended, provides
for the elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to Registrant or its stockholders. These
provisions do not eliminate the directors' duty of care and in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to Registrant or its stockholders, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, or for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision does not affect
a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

               Furthermore, Registrant has secured insurance covering Registrant
and its directors and officers and those of its principal subsidiaries against
certain liabilities.

Item 7.   Exemptions from Registration Claimed.

               Not applicable.

Item 8.   Exhibits.

               (a)  The following is a list of Exhibits included as part of this
     Registration Statement. Items marked with a single asterisk are filed
     herewith.

               4.1       Restated Certificate of Incorporation, as amended, of
                         Registrant (incorporated by reference to Exhibit 3(i)
                         to Registrant's Annual Report on Form 10-K for the year
                         ended December 31, 1994).

                                       3
<PAGE>
 
     4.2       Certificate of Ownership and Merger changing Registrant's name to
               True North Communications Inc. (incorporated by reference to
               Exhibit (3)(i) to Registrant's Current Report on Form 8-K dated
               December 9, 1994).

     4.3       Certificate of Designation of Series B Junior Participating
               Preferred Stock of Registrant, filed in Delaware on November 5,
               1998 (incorporated by reference to Exhibit 4.3 to Registrant's
               Registration Statement on Form S-3, filed December 7, 1998 (File
               No. 333-68485).

     4.4       Bylaws, as restated March 4, 1998, of Registrant (incorporated by
               reference to Exhibit 4.4 to Registrant's Post-Effective Amendment
               No. 1 on Form S-8, dated March 17, 1998 to Registrant's
               Registration Statement on Form S-4, filed November 26, 1997 (File
               No. 333-41189)).

     4.5       Certificate of Amendment of Restated Certificate of Incorporation
               filed in Delaware on December 30, 1997 (incorporated by reference
               to Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1997).

     4.6       Rights Agreement dated as of November 4, 1998 between Registrant
               and The First Chicago Trust Company of New York, as Rights Agent
               (incorporated by reference to Exhibit 4 to Registrant's Current
               Report on Form 8-K dated November 4, 1998).

     *4.7      Registrant's Profit Sharing and Savings Plan for BJK&E as Amended
               and Restated Effective January 1, 1998

     *4.8      Amendment to Registrant's Profit Sharing and Savings Plan for
               BJK&E, dated April 1, 1999.

     *5.1      Opinion of Suzanne S. Bettman, Vice President, Assistant General
               Counsel of Registrant.

               Pursuant to Item 8(b), the Registrant undertakes that it will
               submit the Plan and all amendments thereto to the Internal
               Revenue Service in a timely manner and that it will make all
               changes required by the Service to issue a determination letter
               with respect to the Plan.

     *23.1     Consent of Arthur Andersen LLP, independent public accountants.

     *23.2     Consent of KPMG Peat Marwick LLP, independent certified public
               accountants.

     *23.2     Consent of Suzanne S. Bettman, Vice President, Assistant General
               Counsel of Registrant (included in Exhibit 5.1).

     *24.1     Power of Attorney (included in signature page).

                                       4
<PAGE>
 
          (b)  Not applicable.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

               (i)    To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933, as amended (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; and notwithstanding the foregoing, any
          increase or decrease in the volume of securities offered (f 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 Securities and Exchange Commission (the
          "Commission") pursuant to Rule 424(b) of the Securities Act 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; and

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

provided, however, that paragraphs (a) (1) (i) and (a) (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 15(d) of the Securities
Exchange Act of 1934 (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.

          (b)  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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange

                                       5
<PAGE>
 
Act) that is incorporated by reference in this 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 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.

                                       6
<PAGE>
 
                                   SIGNATURES
                                        
     Registrant: 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, State of Illinois, on April 14, 1999.

                                   TRUE NORTH COMMUNICATIONS INC.

                                   By:  /s/  DAVID A. BELL
                                   ---------------------------------------  
                                             David A. Bell
                                        Chief Executive Officer


                               POWER OF ATTORNEY
                                        
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David A. Bell, Donald L. Seeley and Theodore J.
Theophilos, and each of them, his or her true and lawful attorney-in-fact with
full power of substitution and resubstitution, in any and all capacities, to
sign this Registration Statement or amendments (including post-effective
amendments) thereto and to file the same with all exhibits thereto, and other
documents in connection therewith authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes and he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
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 and power of attorney has been signed by the following
persons on April 14, 1999 in the capacities indicated.

                  Signature                                   Title
                  ---------                                   -----  

               /s/ DAVID A. BELL                Chairman and Chief Executive
         ---------------------------------
                   David A. Bell                  Officer (principal
                                                  executive officer)

               /s/ DONALD L. SEELEY             Executive Vice President,
          ---------------------------------
                   Donald L. Seeley               Chief Financial Officer
                                                  (principal financial officer)

                                       7
<PAGE>
 
               /s/ KEVIN J. SMITH             Senior Vice President, Chief
          ---------------------------------
                   Kevin J. Smith                Accounting Officer
                                                 (principal accounting officer)


                   BRUCE MASON*               Director
          ---------------------------------
                    Bruce Mason


                   RONALD W. BESS*            Director
          ---------------------------------
                   Ronald W. Bess


               DONALD M. ELLIMAN, JR.*        Director
          ---------------------------------
                Donald M. Elliman, Jr.


                   W. GRANT GREGORY*          Director
          ---------------------------------
                  W. Grant Gregory


                LEO-ARTHUR KELMENSON*         Director
          ---------------------------------
                Leo-Arthur Kelmenson


                 RICHARD P. MAYER*            Director
          ---------------------------------
                  Richard P. Mayer


                 MICHAEL E. MURPHY*           Director
          ---------------------------------          
                  Michael E. Murphy


               CHARLES D. PEEBLER, JR.*       Director
          ---------------------------------
               Charles D. Peebler, Jr.


                  J. BRENDAN RYAN*            Director
          ---------------------------------
                   J. Brendan Ryan


                 MARILYN R. SEYMANN*          Director
          ---------------------------------     
                  Marilyn R. Seymann


                STEPHEN T. VEHSLAGE*          Director
          ---------------------------------
                 Stephen T. Vehslage

                                       8
<PAGE>
 
          *By /s/ THEODORE J. THEOPHILOS
              --------------------------------- 
              Theodore J. Theophilos, as Attorney-in-Fact

          
     The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have 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 April 14, 1999.

                                   TRUE NORTH COMMUNICATIONS INC.
                                   Profit Sharing and Savings Plan for BJK&E

                                   By:  Bozell, Jacobs, Kenyon & Eckhardt, Inc.,
                                        as Plan Administrator

                                   By   /s/ GARY D. CHESTER
                                        ---------------------------------------
                                                  Gary D. Chester
                                                  Vice President

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22464}]
{"company-data": {"conformed-name": "TRUE NORTH COMMUNICATIONS INC", "cik": "0000037931", "assigned-sic": "7311", "irs-number": "361088161", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76225", "film-number": "99593090"}, "business-address": {"street1": "101 E ERIE ST", "city": "CHICAGO", "state": "IL", "zip": "60611-2897", "phone": "4154256500"}, "mail-address": {"street1": "101 E ERIE ST", "city": "CHICAGO", "state": "IL", "zip": "60611-2897"}, "former-company": [{"former-conformed-name": "FOOTE CONE & BELDING COMMUNICATIONS INC", "date-changed": "19920703"}, {"former-conformed-name": "FOOTE CONE & BELDING INC", "date-changed": "19720824"}]}
As filed with the Securities and Exchange Commission On April 14, 1999

                                                    Registration No. 333 - _____

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         ____________________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933

                        TRUE NORTH COMMUNICATIONS INC.
            (Exact Name of Registrant as Specified in its Charter)

               Delaware                                        36-1088161
     (State or Other Jurisdiction of                          (IRS Employer
     Incorporation or  Organization)                        Identification No.)

          101 East Erie Street                                 
             Chicago, Illinois                                 60611-2897
  (Address of Principal Executive Offices)                     (Zip Code)

                        TRUE NORTH COMMUNICATIONS INC.
                        PROFIT SHARING AND SAVINGS PLAN
                                   FOR BJK&E
                           (Full title of the plan)

                            Theodore J. Theophilos
    Executive Vice President of Corporate Development and Business Affairs
                        True North Communications Inc.
                             101 East Erie Street
                               Chicago, Illinois
                                  60611-2897
                    (Name and address of agent for service)
 
                                (312) 425-6500
        (Telephone number, including area code, of agent for service.)
                        CALCULATION OF REGISTRATION FEE
==================================================================================================
                                         Proposed maximum  Proposed maximum                          
Title of Securities      Amount to be    offering price    aggregate offering  Amount                
to be Registered (1)     registered      per share (2)     price               registration fee      
==================================================================================================
Common Stock,                 200,000       $27.38           $5,476,000           $1,522.33
$.33 1/3 par value (3)
==================================================================================================
__________________

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, solely
     for the purpose of calculating the amount of the registration fee, based
     upon the average of the high and low sales prices reported for shares of
     the Common Stock in the New York Stock Exchange Composite Transactions on
     April 8, 1999, which was $27.38.

(3)  Includes an equal number of associated preferred stock purchase rights
     ("Rights") to purchase 1/2,000 of a share of Series B Junior Preferred
     Stock, par value $1.00 per share. Rights initially are attached to and
     trade with the Common Stock of Registrant. The value attributable to such
     Rights, if any, is reflected in the market price of the Common Stock.
PART I:   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Securities and
Exchange Commission (the "SEC") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

     PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

               The following documents heretofore filed (File Number 1-5029) by
the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:

1.        The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1998;

2.        The description of the Common Stock contained in the Joint Proxy
          Statement/ Registration Statement on Form S-4 (Registration No. 333-
          41189) under the caption "Description of True North Common Stock"
          filed by the Registrant with the SEC on November 26, 1997, including
          any amendments or reports filed for the purpose of updating such
          description.

3.        The description of the Registrant's Preferred Stock Purchase Rights
          contained in the Registrant's Registration Statement on Form 8-A filed
          on November 5, 1998 and any amendment or report filed for the purpose
          of updating such description.

               All reports and other documents filed by the Registrant pursuant
to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment 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
herein and to be a part hereof from the dates of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       2
Item 4.   Description of Securities

               Not applicable.

Item 5.   Interests of Named Experts and Counsel

               Suzanne S. Bettman, Vice President and Assistant General Counsel
of True North, will issue an opinion about the legality of the True North Common
Stock being offered by this prospectus.

Item 6.   Indemnification of Directors and Officers.

               Under Section 145 of the Delaware General Corporation Law, the
Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. Registrant's Bylaws also provide that Registrant will indemnify
its directors, officers, employees and other agents to the fullest extent
permitted by Delaware law.

               Registrant's Certificate of Incorporation, as amended, provides
for the elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to Registrant or its stockholders. These
provisions do not eliminate the directors' duty of care and in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to Registrant or its stockholders, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, or for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision does not affect
a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

               Furthermore, Registrant has secured insurance covering Registrant
and its directors and officers and those of its principal subsidiaries against
certain liabilities.

Item 7.   Exemptions from Registration Claimed.

               Not applicable.

Item 8.   Exhibits.

               (a)  The following is a list of Exhibits included as part of this
     Registration Statement. Items marked with a single asterisk are filed
     herewith.

               4.1       Restated Certificate of Incorporation, as amended, of
                         Registrant (incorporated by reference to Exhibit 3(i)
                         to Registrant's Annual Report on Form 10-K for the year
                         ended December 31, 1994).

                                       3
4.2       Certificate of Ownership and Merger changing Registrant's name to
               True North Communications Inc. (incorporated by reference to
               Exhibit (3)(i) to Registrant's Current Report on Form 8-K dated
               December 9, 1994).

     4.3       Certificate of Designation of Series B Junior Participating
               Preferred Stock of Registrant, filed in Delaware on November 5,
               1998 (incorporated by reference to Exhibit 4.3 to Registrant's
               Registration Statement on Form S-3, filed December 7, 1998 (File
               No. 333-68485).

     4.4       Bylaws, as restated March 4, 1998, of Registrant (incorporated by
               reference to Exhibit 4.4 to Registrant's Post-Effective Amendment
               No. 1 on Form S-8, dated March 17, 1998 to Registrant's
               Registration Statement on Form S-4, filed November 26, 1997 (File
               No. 333-41189)).

     4.5       Certificate of Amendment of Restated Certificate of Incorporation
               filed in Delaware on December 30, 1997 (incorporated by reference
               to Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1997).

     4.6       Rights Agreement dated as of November 4, 1998 between Registrant
               and The First Chicago Trust Company of New York, as Rights Agent
               (incorporated by reference to Exhibit 4 to Registrant's Current
               Report on Form 8-K dated November 4, 1998).

     *4.7      Registrant's Profit Sharing and Savings Plan for BJK&E as Amended
               and Restated Effective January 1, 1998

     *4.8      Amendment to Registrant's Profit Sharing and Savings Plan for
               BJK&E, dated April 1, 1999.

     *5.1      Opinion of Suzanne S. Bettman, Vice President, Assistant General
               Counsel of Registrant.

               Pursuant to Item 8(b), the Registrant undertakes that it will
               submit the Plan and all amendments thereto to the Internal
               Revenue Service in a timely manner and that it will make all
               changes required by the Service to issue a determination letter
               with respect to the Plan.

     *23.1     Consent of Arthur Andersen LLP, independent public accountants.

     *23.2     Consent of KPMG Peat Marwick LLP, independent certified public
               accountants.

     *23.2     Consent of Suzanne S. Bettman, Vice President, Assistant General
               Counsel of Registrant (included in Exhibit 5.1).

     *24.1     Power of Attorney (included in signature page).

                                       4
(b)  Not applicable.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

               (i)    To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933, as amended (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; and notwithstanding the foregoing, any
          increase or decrease in the volume of securities offered (f 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 Securities and Exchange Commission (the
          "Commission") pursuant to Rule 424(b) of the Securities Act 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; and

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

provided, however, that paragraphs (a) (1) (i) and (a) (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 15(d) of the Securities
Exchange Act of 1934 (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.

          (b)  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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange

                                       5
Act) that is incorporated by reference in this 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 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.

                                       6
SIGNATURES
                                        
     Registrant: 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, State of Illinois, on April 14, 1999.

                                   TRUE NORTH COMMUNICATIONS INC.

                                   By:  /s/  DAVID A. BELL
                                   ---------------------------------------  
                                             David A. Bell
                                        Chief Executive Officer

                               POWER OF ATTORNEY
                                        
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David A. Bell, Donald L. Seeley and Theodore J.
Theophilos, and each of them, his or her true and lawful attorney-in-fact with
full power of substitution and resubstitution, in any and all capacities, to
sign this Registration Statement or amendments (including post-effective
amendments) thereto and to file the same with all exhibits thereto, and other
documents in connection therewith authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes and he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
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 and power of attorney has been signed by the following
persons on April 14, 1999 in the capacities indicated.

                  Signature                                   Title
                  ---------                                   -----  

               /s/ DAVID A. BELL                Chairman and Chief Executive
         ---------------------------------
                   David A. Bell                  Officer (principal
                                                  executive officer)

               /s/ DONALD L. SEELEY             Executive Vice President,
          ---------------------------------
                   Donald L. Seeley               Chief Financial Officer
                                                  (principal financial officer)

                                       7
/s/ KEVIN J. SMITH             Senior Vice President, Chief
          ---------------------------------
                   Kevin J. Smith                Accounting Officer
                                                 (principal accounting officer)

                   BRUCE MASON*               Director
          ---------------------------------
                    Bruce Mason

                   RONALD W. BESS*            Director
          ---------------------------------
                   Ronald W. Bess

               DONALD M. ELLIMAN, JR.*        Director
          ---------------------------------
                Donald M. Elliman, Jr.

                   W. GRANT GREGORY*          Director
          ---------------------------------
                  W. Grant Gregory

                LEO-ARTHUR KELMENSON*         Director
          ---------------------------------
                Leo-Arthur Kelmenson

                 RICHARD P. MAYER*            Director
          ---------------------------------
                  Richard P. Mayer

                 MICHAEL E. MURPHY*           Director
          ---------------------------------          
                  Michael E. Murphy

               CHARLES D. PEEBLER, JR.*       Director
          ---------------------------------
               Charles D. Peebler, Jr.

                  J. BRENDAN RYAN*            Director
          ---------------------------------
                   J. Brendan Ryan

                 MARILYN R. SEYMANN*          Director
          ---------------------------------     
                  Marilyn R. Seymann

                STEPHEN T. VEHSLAGE*          Director
          ---------------------------------
                 Stephen T. Vehslage

                                       8
*By /s/ THEODORE J. THEOPHILOS
              --------------------------------- 
              Theodore J. Theophilos, as Attorney-in-Fact

          
     The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have 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 April 14, 1999.

                                   TRUE NORTH COMMUNICATIONS INC.
                                   Profit Sharing and Savings Plan for BJK&E

                                   By:  Bozell, Jacobs, Kenyon & Eckhardt, Inc.,
                                        as Plan Administrator

                                   By   /s/ GARY D. CHESTER
                                        ---------------------------------------
                                                  Gary D. Chester
                                                  Vice President

                                       9