AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
                                                     REGISTRATION NO. 333-_____
================================================================================

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                 ZIFF-DAVIS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)
                                   13-3987754
                     (I.R.S. Employer Identification Number)

                    ONE PARK AVENUE, NEW YORK, NEW YORK 10016
               (Address of Principal Executive Offices, Zip Code)

                                   ZIFF-DAVIS
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        1998 INCENTIVE COMPENSATION PLAN
                  1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plans)

                               TIMOTHY C. O'BRIEN
                                 ZIFF-DAVIS INC.
                                 ONE PARK AVENUE
                            NEW YORK, NEW YORK 10016
                     (Name and Address of Agent for Service)

                                 (212) 503-3500
          (Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                               PROPOSED MAXIMUM                                  AMOUNT OF
    TITLE OF EACH CLASS OF                                      OFFERING PRICE         PROPOSED MAXIMUM         REGISTRATION
 SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED(1)       PER SHARE (2)     AGGREGATE OFFERING PRICE (2)   FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                             <C>                <C>                          <C>

COMMON STOCK, PAR VALUE
$.01 PER SHARE                          10,200,000                  $13.34               $136,068,000             $40,140
============================================================================================================================
<FN>
(1)   1,500,000 SHARES ARE BEING REGISTERED  PURSUANT TO THE 1998 EMPLOYEE STOCK
      PURCHASE PLAN;  8,500,000 SHARES ARE BEING REGISTERED PURSUANT TO THE 1998
      INCENTIVE  COMPENSATION  PLAN;  AND  200,000  SHARES ARE BEING  REGISTERED
      PURSUANT  TO THE  1998  NON-EMPLOYEE  DIRECTORS  STOCK  OPTION  PLAN.
(2)   ESTIMATED  SOLELY FOR THE  PURPOSE OF  DETERMINING  THE  REGISTRATION  FEE
      PURSUANT TO RULE 457(C) AND 457(H), BASED UPON THE AVERAGE OF THE HIGH AND
      LOW SALES PRICES OF THE COMPANY'S  COMMON STOCK, AS QUOTED THROUGH THE NEW
      YORK STOCK EXCHANGE, ON JUNE 17, 1998.
</FN>
</TABLE>

<PAGE>


                                     PART I
-------------------------------------------------------------------------------


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE


         As  permitted  by Rule 428 and the  Instructions  to Form S-8 under the
Securities Act of 1933, as amended (the  "Securities  Act"),  this  registration
statement omits the  information  specified in Part I of Form S-8. The documents
containing  the  information  specified  in  Part I  will  be  delivered  to the
participants in the plans covered by this registration  statement as required by
Rule 428(b). Such documents are not being filed with the Securities and Exchange
Commission  (the  "Commission")  as part of this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.


                                       I-2


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed with the Commission by the  registrant,
Ziff-Davis  Inc.,  a  Delaware  corporation  (the  "Company"),  pursuant  to the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated by reference in this registration statement.

         1.  The  Company's   Registration  Statement  on  Form  S-1  (File  No.
333-46493).

         2. The  description  of the  Company's  Common  Stock,  par value  $.01
("Common Stock"),  contained in the Company's Registration Statement on Form S-1
(File No. 333-46493) and incorporated by reference in the Company's Registration
Statement on Form 8-A (File No. 001-14055).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby  have been  sold or which  deregisters  all such  shares  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such 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
such  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

         Section  145  of  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorney's fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with  any  threatened,   pending  or  completed  actions,  suits  or
proceedings, in which such person is made a party by reason of such person being
or having been a director,  officer,  employee or agent to the  Registrant.  The
statute provides that it is not exclusive of other rights to which those seeking
indemnification   may  be  entitled  under  any  by-law,   agreement,   vote  of
stockholders  or  disinterested  directors  or  otherwise.  Section  6.4  of the
Company's By-laws provides for  indemnification by the Company of its directors,
officers and  employees  to the fullest  extent  permitted  by Delaware  General
Corporation Law.


                                      II-1


<PAGE>


         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. The Company's Certificate of Incorporation provides for such limitation
of liability.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.    EXHIBITS

Exhibit
  No.   Description

3.1     Amended and Restated  Certificate of  Incorporation of the Company dated
        May 1, 1998  (incorporated  by reference to Exhibit 3.1 to the Company's
        Registration Statement on Form S-1, File No. 333-46493).

3.2     By-laws of the Company  (incorporated herein by reference to Exhibit 3.2
        to  the  Company's   Registration   Statement  on  Form  S-1,  File  No.
        333-46493).

4.1     Specimen of Common  Stock  Certificate  (incorporated  by  reference  to
        Exhibit 4.1 to the  Company's  Registration  Statement on Form S-1, File
        No. 333-46493).

4.2     Ziff-Davis Inc. 1998 Employee Stock Purchase Plan (the "Purchase  Plan")
        (incorporated by reference to Exhibit 10.2 to the Company's Registration
        Statement on Form S-1, File No. 333-46493).

4.3     Ziff-Davis Inc. 1998 Incentive  Compensation Plan (the "Incentive Plan")
        (incorporated by reference to Exhibit 10.1 to the Company's Registration
        Statement on Form S-1, File No. 333-46493).

4.4     Ziff-Davis  Inc.  1998  Non-Employee  Directors  Stock  Option Plan (the
        "Directors Plan" and,  together with the Purchase Plan and the Incentive
        Plan,  the "Plans")  (incorporated  by reference to Exhibit 10.16 to the
        Company's Registration Statement on Form S-1, File No. 333-46493).

5.1     Opinion of Sullivan & Cromwell as to the validity of Common Stock issued
        under the Plans.

23.1    Consent of  Sullivan  & Cromwell  (contained  in  Exhibit  5.1  attached
        hereto).

23.2    Consent of Price Waterhouse LLP.

24.1    Power of Attorney is included in the signature page of this Registration
        Statement.

                                      II-2


<PAGE>


ITEM 9.   REQUIRED 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;

                   (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 this registration statement; and

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

      provided,  however,  that the undertakings set forth in paragraphs  (1)(i)
      and (1)(ii) above do not apply if the information  required to be included
      in a post-effective amendment by those paragraphs is contained in periodic
      reports filed by the registrant pursuant to Section 13 or Section 15(d) of
      the Exchange Act that are  incorporated by reference in this  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; and

              (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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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  Securities  and
Exchange  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

                                      II-3


<PAGE>


question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the 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,  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 New York, New York on the 17th day of June, 1998.

                                       ZIFF-DAVIS  INC.


                                       By   /s/    ERIC HIPPEAU
                                          -------------------------------------
                                                   Eric Hippeau
                                          Chairman, Chief Executive Officer



                                POWER OF ATTORNEY

         Each of the  undersigned  hereby  constitutes  and appoints  Timothy C.
O'Brien (Chief  Financial  Officer of the Company) and J. Malcolm Morris (Senior
Vice President and General  Counsel),  and each of them severally,  his/her true
and lawful  attorney-in-fact or attorneys-in-fact with power of substitution and
resubstitution  to sign in  his/her  name,  place  and stead in any and all such
capacities the Registration  Statement,  any and all amendments  thereto and any
and all registration  statements necessary to register additional  securities or
register a reoffer prospectus and any documents in connection therewith,  and to
file  the  same  with  the  Securities  and  Exchange  Commission,  each of said
attorneys-in-fact  to have power to act with or without  the other,  and to have
full power and  authority to do and  perform,  in the name and on behalf of each
such officer and director of the  Registrant  who shall have executed such power
of attorney, every act whatsoever which such attorneys-in-fact,  or any of them,
may deem necessary or desirable to be done in connection  therewith as fully and
to all intents and purposes as such officer or director of the Registrant  might
or could do in person.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated on June 17, 1998.


                  Name                                      Title

     /s/ Eric Hippeau                        Chairman, Chief Executive Officer,
-------------------------------------          Director (Principal Executive 
         Eric Hippeau                          Officer)


     /s/ Timothy C. O'Brien                  Chief Financial Officer, Director
-------------------------------------          (Principal Financial Officer)
         Timothy C. O'Brien


     /s/ Mark D. Moyer                       Controller
-------------------------------------          (Principal Accounting Officer)
         Mark D. Moyer

                                      II-5


<PAGE>

                  Name                                      Title

     /s/ Masayoshi Son                       Director
-------------------------------------
         Masayoshi Son


     /s/ Yoshitaka Kitao                     Director
-------------------------------------
         Yoshitaka Kitao


     /s/ Ronald D. Fisher                    Director
-------------------------------------
         Ronald D. Fisher


     /s/ Jason E. Chudnofsky                 Director
-------------------------------------
         Jason E. Chudnofsky


     /s/ Claude P. Sheer                     Director
-------------------------------------
         Claude P. Sheer


     /s/ Jonathan D. Lazarus                 Director
-------------------------------------
         Jonathan D. Lazarus


     /s/ Jerry C.-Y. Yang                    Director
-------------------------------------
         Jerry C.-Y. Yang


                                      II-6


<PAGE>


                                  EXHIBIT INDEX


Exhibit
   No.     Description

3.1        Amended and  Restated  Certificate  of  Incorporation  of the Company
           dated May 1, 1998  (incorporated  by  reference to Exhibit 3.1 to the
           Company's Registration Statement on Form S-1, File No. 333-46493).

3.2        By-laws of the Company (incorporated herein by reference to
           Exhibit 3.2 to the Company's  Registration  Statement on Form S-1,
           File No. 333-46493).

4.1        Specimen of Common Stock  Certificate  (incorporated  by reference to
           Exhibit 4.1 to the Company's Registration Statement on Form S-1, File
           No. 333-46493).

4.2        Ziff-Davis  Inc. 1998  Employee  Stock  Purchase Plan (the  "Purchase
           Plan")  (incorporated  by reference to Exhibit 10.2 to the  Company's
           Registration Statement on Form S-1, File No. 333-46493).

4.3        Ziff-Davis  Inc. 1998  Incentive  Compensation  Plan (the  "Incentive
           Plan")  (incorporated  by reference to Exhibit 10.1 to the  Company's
           Registration Statement on Form S-1, File No. 333-46493).

4.4        Ziff-Davis  Inc. 1998  Non-Employee  Directors Stock Option Plan (the
           "Directors  Plan"  and,  together  with  the  Purchase  Plan  and the
           Incentive  Plan, the "Plans")  (incorporated  by reference to Exhibit
           10.16 to the Company's  Registration  Statement on Form S-1, File No.
           333-46493).

5.1        Opinion of Sullivan & Cromwell as to the validity of the Common Stock
           issued under the Plans.

23.1       Consent of Sullivan & Cromwell  (contained  in Exhibit  5.1  attached
           hereto).

23.2       Consent of Price Waterhouse LLP.

24.1       Power  of  Attorney  is  included  in  the  signature   page  of  the
           Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ZIFF-DAVIS, DATED JUNE 18, 1998", "secsgml_size_bytes": 19985}]
{"company-data": {"conformed-name": "ZD INC", "cik": "0001055131", "assigned-sic": "2721", "irs-number": "133987754", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57257", "film-number": "98650979"}, "business-address": {"street1": "ONE PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2125033600"}, "mail-address": {"street1": "ONE PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10016"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
                                                     REGISTRATION NO. 333-_____
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                 ZIFF-DAVIS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)
                                   13-3987754
                     (I.R.S. Employer Identification Number)

                    ONE PARK AVENUE, NEW YORK, NEW YORK 10016
               (Address of Principal Executive Offices, Zip Code)

                                   ZIFF-DAVIS
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                        1998 INCENTIVE COMPENSATION PLAN
                  1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full Title of the Plans)

                               TIMOTHY C. O'BRIEN
                                 ZIFF-DAVIS INC.
                                 ONE PARK AVENUE
                            NEW YORK, NEW YORK 10016
                     (Name and Address of Agent for Service)

                                 (212) 503-3500
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                               PROPOSED MAXIMUM                                  AMOUNT OF
    TITLE OF EACH CLASS OF                                      OFFERING PRICE         PROPOSED MAXIMUM         REGISTRATION
 SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED(1)       PER SHARE (2)     AGGREGATE OFFERING PRICE (2)   FEE
----------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE
$.01 PER SHARE                          10,200,000                  $13.34               $136,068,000             $40,140
============================================================================================================================
(1)   1,500,000 SHARES ARE BEING REGISTERED  PURSUANT TO THE 1998 EMPLOYEE STOCK
      PURCHASE PLAN;  8,500,000 SHARES ARE BEING REGISTERED PURSUANT TO THE 1998
      INCENTIVE  COMPENSATION  PLAN;  AND  200,000  SHARES ARE BEING  REGISTERED
      PURSUANT  TO THE  1998  NON-EMPLOYEE  DIRECTORS  STOCK  OPTION  PLAN.
(2)   ESTIMATED  SOLELY FOR THE  PURPOSE OF  DETERMINING  THE  REGISTRATION  FEE
      PURSUANT TO RULE 457(C) AND 457(H), BASED UPON THE AVERAGE OF THE HIGH AND
      LOW SALES PRICES OF THE COMPANY'S  COMMON STOCK, AS QUOTED THROUGH THE NEW
      YORK STOCK EXCHANGE, ON JUNE 17, 1998.
PART I
-------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         As  permitted  by Rule 428 and the  Instructions  to Form S-8 under the
Securities Act of 1933, as amended (the  "Securities  Act"),  this  registration
statement omits the  information  specified in Part I of Form S-8. The documents
containing  the  information  specified  in  Part I  will  be  delivered  to the
participants in the plans covered by this registration  statement as required by
Rule 428(b). Such documents are not being filed with the Securities and Exchange
Commission  (the  "Commission")  as part of this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed with the Commission by the  registrant,
Ziff-Davis  Inc.,  a  Delaware  corporation  (the  "Company"),  pursuant  to the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  are
incorporated by reference in this registration statement.

         1.  The  Company's   Registration  Statement  on  Form  S-1  (File  No.
333-46493).

         2. The  description  of the  Company's  Common  Stock,  par value  $.01
("Common Stock"),  contained in the Company's Registration Statement on Form S-1
(File No. 333-46493) and incorporated by reference in the Company's Registration
Statement on Form 8-A (File No. 001-14055).

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby  have been  sold or which  deregisters  all such  shares  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such 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
such  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

         Section  145  of  Delaware  General  Corporation  Law  provides  that a
corporation may indemnify  directors and officers as well as other employees and
individuals against expenses (including attorney's fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with  any  threatened,   pending  or  completed  actions,  suits  or
proceedings, in which such person is made a party by reason of such person being
or having been a director,  officer,  employee or agent to the  Registrant.  The
statute provides that it is not exclusive of other rights to which those seeking
indemnification   may  be  entitled  under  any  by-law,   agreement,   vote  of
stockholders  or  disinterested  directors  or  otherwise.  Section  6.4  of the
Company's By-laws provides for  indemnification by the Company of its directors,
officers and  employees  to the fullest  extent  permitted  by Delaware  General
Corporation Law.

                                      II-1
Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit. The Company's Certificate of Incorporation provides for such limitation
of liability.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable

ITEM 8.    EXHIBITS

Exhibit
  No.   Description

3.1     Amended and Restated  Certificate of  Incorporation of the Company dated
        May 1, 1998  (incorporated  by reference to Exhibit 3.1 to the Company's
        Registration Statement on Form S-1, File No. 333-46493).

3.2     By-laws of the Company  (incorporated herein by reference to Exhibit 3.2
        to  the  Company's   Registration   Statement  on  Form  S-1,  File  No.
        333-46493).

4.1     Specimen of Common  Stock  Certificate  (incorporated  by  reference  to
        Exhibit 4.1 to the  Company's  Registration  Statement on Form S-1, File
        No. 333-46493).

4.2     Ziff-Davis Inc. 1998 Employee Stock Purchase Plan (the "Purchase  Plan")
        (incorporated by reference to Exhibit 10.2 to the Company's Registration
        Statement on Form S-1, File No. 333-46493).

4.3     Ziff-Davis Inc. 1998 Incentive  Compensation Plan (the "Incentive Plan")
        (incorporated by reference to Exhibit 10.1 to the Company's Registration
        Statement on Form S-1, File No. 333-46493).

4.4     Ziff-Davis  Inc.  1998  Non-Employee  Directors  Stock  Option Plan (the
        "Directors Plan" and,  together with the Purchase Plan and the Incentive
        Plan,  the "Plans")  (incorporated  by reference to Exhibit 10.16 to the
        Company's Registration Statement on Form S-1, File No. 333-46493).

5.1     Opinion of Sullivan & Cromwell as to the validity of Common Stock issued
        under the Plans.

23.1    Consent of  Sullivan  & Cromwell  (contained  in  Exhibit  5.1  attached
        hereto).

23.2    Consent of Price Waterhouse LLP.

24.1    Power of Attorney is included in the signature page of this Registration
        Statement.

                                      II-2
ITEM 9.   REQUIRED 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;

                   (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 this registration statement; and

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

      provided,  however,  that the undertakings set forth in paragraphs  (1)(i)
      and (1)(ii) above do not apply if the information  required to be included
      in a post-effective amendment by those paragraphs is contained in periodic
      reports filed by the registrant pursuant to Section 13 or Section 15(d) of
      the Exchange Act that are  incorporated by reference in this  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; and

              (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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  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  Securities  and
Exchange  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

                                      II-3
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the 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,  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 New York, New York on the 17th day of June, 1998.

                                       ZIFF-DAVIS  INC.

                                       By   /s/    ERIC HIPPEAU
                                          -------------------------------------
                                                   Eric Hippeau
                                          Chairman, Chief Executive Officer

                                POWER OF ATTORNEY

         Each of the  undersigned  hereby  constitutes  and appoints  Timothy C.
O'Brien (Chief  Financial  Officer of the Company) and J. Malcolm Morris (Senior
Vice President and General  Counsel),  and each of them severally,  his/her true
and lawful  attorney-in-fact or attorneys-in-fact with power of substitution and
resubstitution  to sign in  his/her  name,  place  and stead in any and all such
capacities the Registration  Statement,  any and all amendments  thereto and any
and all registration  statements necessary to register additional  securities or
register a reoffer prospectus and any documents in connection therewith,  and to
file  the  same  with  the  Securities  and  Exchange  Commission,  each of said
attorneys-in-fact  to have power to act with or without  the other,  and to have
full power and  authority to do and  perform,  in the name and on behalf of each
such officer and director of the  Registrant  who shall have executed such power
of attorney, every act whatsoever which such attorneys-in-fact,  or any of them,
may deem necessary or desirable to be done in connection  therewith as fully and
to all intents and purposes as such officer or director of the Registrant  might
or could do in person.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated on June 17, 1998.

                  Name                                      Title

     /s/ Eric Hippeau                        Chairman, Chief Executive Officer,
-------------------------------------          Director (Principal Executive 
         Eric Hippeau                          Officer)

     /s/ Timothy C. O'Brien                  Chief Financial Officer, Director
-------------------------------------          (Principal Financial Officer)
         Timothy C. O'Brien

     /s/ Mark D. Moyer                       Controller
-------------------------------------          (Principal Accounting Officer)
         Mark D. Moyer

                                      II-5
Name                                      Title

     /s/ Masayoshi Son                       Director
-------------------------------------
         Masayoshi Son

     /s/ Yoshitaka Kitao                     Director
-------------------------------------
         Yoshitaka Kitao

     /s/ Ronald D. Fisher                    Director
-------------------------------------
         Ronald D. Fisher

     /s/ Jason E. Chudnofsky                 Director
-------------------------------------
         Jason E. Chudnofsky

     /s/ Claude P. Sheer                     Director
-------------------------------------
         Claude P. Sheer

     /s/ Jonathan D. Lazarus                 Director
-------------------------------------
         Jonathan D. Lazarus

     /s/ Jerry C.-Y. Yang                    Director
-------------------------------------
         Jerry C.-Y. Yang

                                      II-6
EXHIBIT INDEX

Exhibit
   No.     Description

3.1        Amended and  Restated  Certificate  of  Incorporation  of the Company
           dated May 1, 1998  (incorporated  by  reference to Exhibit 3.1 to the
           Company's Registration Statement on Form S-1, File No. 333-46493).

3.2        By-laws of the Company (incorporated herein by reference to
           Exhibit 3.2 to the Company's  Registration  Statement on Form S-1,
           File No. 333-46493).

4.1        Specimen of Common Stock  Certificate  (incorporated  by reference to
           Exhibit 4.1 to the Company's Registration Statement on Form S-1, File
           No. 333-46493).

4.2        Ziff-Davis  Inc. 1998  Employee  Stock  Purchase Plan (the  "Purchase
           Plan")  (incorporated  by reference to Exhibit 10.2 to the  Company's
           Registration Statement on Form S-1, File No. 333-46493).

4.3        Ziff-Davis  Inc. 1998  Incentive  Compensation  Plan (the  "Incentive
           Plan")  (incorporated  by reference to Exhibit 10.1 to the  Company's
           Registration Statement on Form S-1, File No. 333-46493).

4.4        Ziff-Davis  Inc. 1998  Non-Employee  Directors Stock Option Plan (the
           "Directors  Plan"  and,  together  with  the  Purchase  Plan  and the
           Incentive  Plan, the "Plans")  (incorporated  by reference to Exhibit
           10.16 to the Company's  Registration  Statement on Form S-1, File No.
           333-46493).

5.1        Opinion of Sullivan & Cromwell as to the validity of the Common Stock
           issued under the Plans.

23.1       Consent of Sullivan & Cromwell  (contained  in Exhibit  5.1  attached
           hereto).

23.2       Consent of Price Waterhouse LLP.

24.1       Power  of  Attorney  is  included  in  the  signature   page  of  the
           Registration Statement.