<PAGE>
 
             As filed with the Securities and Exchange Commission
                                on May  , 1998

                                                      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                     (IRS Employer
of incorporation or organization                 Identification No.)

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

                        TRUE NORTH COMMUNICATIONS INC.
                             STOCK OPTION PLAN AND
                      OUTSIDE DIRECTOR STOCK OPTION PLAN
             -----------------------------------------------------
                           (Full title of the plans)
                 
                       
                         Theodore J. Theophilos, Esq.
                 Executive Vice President and General Counsel
                        True North Communications Inc.
                             101 East Erie Street
                            Chicago, IL  60611-2897
                 ---------------------------------------------

                    (Name and address of agent for service)

                                (312) 425-6500
             ____________________________________________________
         (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
===============================================================================================
                                CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                    Amount to           Proposed           Proposed maximum          Amount of
Securities to be        be          maximum offering      aggregate offering        registration
  registered        registered      price per share              price                   fee
------------------------------------------------------------------------------------------------
<S>                <C>             <C>                   <C>                      <C>
Common Stock      4,500,000 shs         $32.34  (1)        $145,530,000  (1)        $42,932  (1)
------------------------------------------------------------------------------------------------
Preferred Stock
 Purchase Rights  4,500,000 rts                 (2)                      (2)                  (2)
=================================================================================================
</TABLE>
(1)  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
     May 13, 1998, which was $32 6/18.

(2)  The Company's Preferred Stock Purchase Rights are initially attached to
     and traded with the shares of Common Stock of the Company being registered
     hereunder.  Value attributable to such Preferred Stock Purchase 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.

<PAGE>
 
                                    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,
     1997;

2.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 
     31, 1998;

3.   The description of the Common Stock contained in the 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; and

4.   The description of the Preferred Stock Purchase Rights contained in the
     Registration Statement on Form 8-A filed by the Registrant with the SEC on
     November 18, 1988, including any amendments or reports 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.

Item 4. Description of Securities.

          Not applicable.

Item 5. Interests of Named Experts and Counsel.

          Not applicable.

Item 6. Indemnification of Directors and Officers.

          Under Section 145 of the Delaware General Corporation Law, 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

                                      II-1
<PAGE>
 
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 True North's Annual
               Report on Form 10-K for the year ended December 31, 1994).

        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    Bylaws, as amended, 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, No. 333-41189, filed November 26, 1997).

        4.4    Certificate of Correction filed to Restated Certificate of
               Incorporation of Registrant (incorporated by reference to Exhibit
               10.2 to Registrant's Current Report on Form 8-K dated June 10,
               1997).

        4.5    Certificate of Increase of Shares Designated as Series A Junior
               Participating Preferred Stock, as filed in Delaware on December
               3, 1997 (incorporated by reference to Exhibit 4.5 to Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1997).

                                      II-2
<PAGE>
 
     4.6   Certificate of Amendment to 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).

     4.7   Rights Agreement dated as of November 16, 1988 between Registrant
           and Harris Trust and Savings Bank, as Rights Agent (incorporated by
           reference to Exhibit 1 to Registrant's Registration Statement on Form
           8-A filed on November 18, 1988).

     4.8   Stock Option Plan of Registrant (incorporated by reference to Exhibit
           10.1 to Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1997).

    *4.9   Amendments to Registrant's Stock Option Plan adopted March 3, 1998.

     4.10  Outside Director Stock Option Plan of Registrant (incorporated by
           reference to Appendix A to Registrant's Proxy Statement dated March
           31, 1992 for the Annual Meeting of Stockholders held on May 20,
           1992).

    *4.11  Amendments to Registrant's Outside Director Stock Option Plan
           adopted November 13, 1996.

    *5.1   Opinion of Sidley & Austin.

   *23.1   Consent of Arthur Andersen LLP.

   *23.2   Consent of Sidley & Austin (included in Exhibit 5.1).

   *24.1   Power of Attorney.

           (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 volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any
                     
                                     II-3          
<PAGE>
 
          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 of 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
registration statement is on Form S-3, Form S-8 or Form F-3, 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 SEC by the
Registrant pursuant to Section 13 or 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.

     (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 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 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 SEC 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-4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 15, 1998.

                                   TRUE NORTH COMMUNICATIONS INC.


                                   By:  /s/  BRUCE MASON
                                   ------------------------------------
                                                Bruce Mason
                                         Chief Executive Officer

                 
                                     II-5
<PAGE>
 
                                  SIGNATURES

     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 date indicated.

<TABLE>
<CAPTION>
 

              Signature                          Title                         Date
              ---------                          -----                         ----
<S>                                     <C>                                <C>

           /s/ BRUCE MASON              Chief Executive Officer            May 15, 1998
--------------------------------------   and Director (principal
             Bruce Mason                 executive officer)


         /s/ DONALD L. SEELEY           Executive Vice President and       May 15, 1998
--------------------------------------   Chief Financial Officer
           Donald L. Seeley              (principal financial officer)


          /s/ JOHN J. REZICH            Vice President and Controller      May 15, 1998
--------------------------------------   (principal accounting officer)
            John J. Rezich


                  *                     Director and President             May 15, 1998
--------------------------------------
       Charles D. Peebler, Jr.


                  *                     Director and non-executive         May 15, 1998
--------------------------------------   Chairman
         Richard S. Braddock


                  *                     Director                           May 15, 1998
--------------------------------------
            David A. Bell


                  *                     Director                           May 15, 1998
--------------------------------------
        Donald M. Elliman, Jr.


                  *                     Director                           May 15, 1998
--------------------------------------
           W. Grant Gregory


                  *                     Director                           May 15, 1998
--------------------------------------
         Leo-Arthur Kelmenson


                  *                     Director                           May 15, 1998
--------------------------------------
           Richard P. Mayer


                  *                     Director                           May 15, 1998
--------------------------------------
          Michael E. Murphy


                  *                     Director                           May 15, 1998
--------------------------------------
           J. Brendan Ryan
</TABLE>

                                     II-6
<PAGE>
 
              *                  Director            May 15, 1998
-----------------------------  
     Stephen T. Vehslage



*By /s/ THEODORE J. THEOPHILOS                       May 15, 1998
    ---------------------------------
    Theodore J. Theophilos, Executive
     Vice President, General Counsel
     and Attorney-in-Fact
         
                                     II-7
[{"type": "S-8", "sequence": "1", "description": "TRUE NORTH COMMUNICATIONS INC.", "secsgml_size_bytes": 20378}]
{"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": "333-52989", "film-number": "98627683"}, "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 May  , 1998

                                                      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                     (IRS Employer
of incorporation or organization                 Identification No.)

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

                        TRUE NORTH COMMUNICATIONS INC.
                             STOCK OPTION PLAN AND
                      OUTSIDE DIRECTOR STOCK OPTION PLAN
             -----------------------------------------------------
                           (Full title of the plans)
                 
                       
                         Theodore J. Theophilos, Esq.
                 Executive Vice President and General Counsel
                        True North Communications Inc.
                             101 East Erie Street
                            Chicago, IL  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
------------------------------------------------------------------------------------------------
                    Amount to           Proposed           Proposed maximum          Amount of
Securities to be        be          maximum offering      aggregate offering        registration
  registered        registered      price per share              price                   fee
------------------------------------------------------------------------------------------------
Common Stock      4,500,000 shs         $32.34  (1)        $145,530,000  (1)        $42,932  (1)
------------------------------------------------------------------------------------------------
Preferred Stock
 Purchase Rights  4,500,000 rts                 (2)                      (2)                  (2)
=================================================================================================
(1)  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
     May 13, 1998, which was $32 6/18.

(2)  The Company's Preferred Stock Purchase Rights are initially attached to
     and traded with the shares of Common Stock of the Company being registered
     hereunder.  Value attributable to such Preferred Stock Purchase 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,
     1997;

2.   The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 
     31, 1998;

3.   The description of the Common Stock contained in the 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; and

4.   The description of the Preferred Stock Purchase Rights contained in the
     Registration Statement on Form 8-A filed by the Registrant with the SEC on
     November 18, 1988, including any amendments or reports 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.

Item 4. Description of Securities.

          Not applicable.

Item 5. Interests of Named Experts and Counsel.

          Not applicable.

Item 6. Indemnification of Directors and Officers.

          Under Section 145 of the Delaware General Corporation Law, 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

                                      II-1
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 True North's Annual
               Report on Form 10-K for the year ended December 31, 1994).

        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    Bylaws, as amended, 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, No. 333-41189, filed November 26, 1997).

        4.4    Certificate of Correction filed to Restated Certificate of
               Incorporation of Registrant (incorporated by reference to Exhibit
               10.2 to Registrant's Current Report on Form 8-K dated June 10,
               1997).

        4.5    Certificate of Increase of Shares Designated as Series A Junior
               Participating Preferred Stock, as filed in Delaware on December
               3, 1997 (incorporated by reference to Exhibit 4.5 to Registrant's
               Annual Report on Form 10-K for the year ended December 31, 1997).

                                      II-2
4.6   Certificate of Amendment to 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).

     4.7   Rights Agreement dated as of November 16, 1988 between Registrant
           and Harris Trust and Savings Bank, as Rights Agent (incorporated by
           reference to Exhibit 1 to Registrant's Registration Statement on Form
           8-A filed on November 18, 1988).

     4.8   Stock Option Plan of Registrant (incorporated by reference to Exhibit
           10.1 to Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1997).

    *4.9   Amendments to Registrant's Stock Option Plan adopted March 3, 1998.

     4.10  Outside Director Stock Option Plan of Registrant (incorporated by
           reference to Appendix A to Registrant's Proxy Statement dated March
           31, 1992 for the Annual Meeting of Stockholders held on May 20,
           1992).

    *4.11  Amendments to Registrant's Outside Director Stock Option Plan
           adopted November 13, 1996.

    *5.1   Opinion of Sidley & Austin.

   *23.1   Consent of Arthur Andersen LLP.

   *23.2   Consent of Sidley & Austin (included in Exhibit 5.1).

   *24.1   Power of Attorney.

           (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 volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any
                     
                                     II-3
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 of 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
registration statement is on Form S-3, Form S-8 or Form F-3, 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 SEC by the
Registrant pursuant to Section 13 or 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.

     (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 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 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 SEC 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-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 15, 1998.

                                   TRUE NORTH COMMUNICATIONS INC.

                                   By:  /s/  BRUCE MASON
                                   ------------------------------------
                                                Bruce Mason
                                         Chief Executive Officer

                 
                                     II-5
SIGNATURES

     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 date indicated.
Signature                          Title                         Date
              ---------                          -----                         ----
/s/ BRUCE MASON              Chief Executive Officer            May 15, 1998
--------------------------------------   and Director (principal
             Bruce Mason                 executive officer)

         /s/ DONALD L. SEELEY           Executive Vice President and       May 15, 1998
--------------------------------------   Chief Financial Officer
           Donald L. Seeley              (principal financial officer)

          /s/ JOHN J. REZICH            Vice President and Controller      May 15, 1998
--------------------------------------   (principal accounting officer)
            John J. Rezich

                  *                     Director and President             May 15, 1998
--------------------------------------
       Charles D. Peebler, Jr.

                  *                     Director and non-executive         May 15, 1998
--------------------------------------   Chairman
         Richard S. Braddock

                  *                     Director                           May 15, 1998
--------------------------------------
            David A. Bell

                  *                     Director                           May 15, 1998
--------------------------------------
        Donald M. Elliman, Jr.

                  *                     Director                           May 15, 1998
--------------------------------------
           W. Grant Gregory

                  *                     Director                           May 15, 1998
--------------------------------------
         Leo-Arthur Kelmenson

                  *                     Director                           May 15, 1998
--------------------------------------
           Richard P. Mayer

                  *                     Director                           May 15, 1998
--------------------------------------
          Michael E. Murphy

                  *                     Director                           May 15, 1998
--------------------------------------
           J. Brendan Ryan
II-6
*                  Director            May 15, 1998
-----------------------------  
     Stephen T. Vehslage

*By /s/ THEODORE J. THEOPHILOS                       May 15, 1998
    ---------------------------------
    Theodore J. Theophilos, Executive
     Vice President, General Counsel
     and Attorney-in-Fact
         
                                     II-7