AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1999

                           REGISTRATION NO. 333-_____

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
                              (FILE NO. 333-57257)
                                    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)
                  28 EAST 28TH STREET, NEW YORK, NEW YORK 10016
               (Address of Principal Executive Offices, Zip Code)

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

                               TIMOTHY C. O'BRIEN
                                 ZIFF-DAVIS INC.
                               28 EAST 28TH STREET
                            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
                                                                PROPOSED MAXIMUM       MAXIMUM           AMOUNT OF
       TITLE OF EACH CLASS OF                AMOUNT TO BE         OFFERING PRICE       AGGREGATE        REGISTRATION
    SECURITIES TO BE REGISTERED             REGISTERED (1)        PER SHARE (2)      OFFERING PRICE         FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>                  <C>                <C>
ZIFF-DAVIS INC. - ZD COMMON STOCK,
PAR VALUE $.01 PER SHARE ("ZD STOCK")         1,800,000              $12.91             $23,238,000         $6,460.17
ZIFF-DAVIS INC. - ZD NET COMMON STOCK,
PAR VALUE $.01 PER SHARE ("ZDNET
STOCK")                                      14,100,000              $19.47            $274,527,000        $76,318.51
====================================================================================================================================
<FN>
(1)  1,000,000 shares of ZDNet Stock are being registered pursuant to the 1998 Employee Stock Purchase Plan; 1,800,000 shares of ZD
     Stock and 13,000,000 shares of ZDNet Stock are being registered pursuant to the 1998 Incentive Compensation Plan; and 100,000
     shares of ZDNet Stock 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 ZD Stock and ZDNet Stock, as quoted through the New York Stock Exchange, on
     May 26, 1999.
</FN>
</TABLE>
     THIS  REGISTRATION  STATEMENT  CONTAINS,  PURSUANT TO RULE 429,  A COMBINED
PROSPECTUS THAT ALSO RELATES TO 10,200,000 SHARES OF ZD STOCK REGISTERED ON FORM
S-8,  REGISTRATION  STATEMENT  NO.  333-57257.  THIS FILING ALSO  CONSTITUTES  A
POST-EFFECTIVE AMENDMENT TO THAT REGISTRATION STATEMENT.
<PAGE>


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


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        ITEM 1.  PLAN INFORMATION.

                 Omitted pursuant to the instructions and provisions of
Form S-8.

        ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                 Omitted Pursuant to the instructions and provisions of
Form S-8.

        UPDATE

         On March 30, 1999 the shareholders of Ziff-Davis Inc. (the "Company")
approved amendments to each of the 1998 Incentive Compensation Plan (the
"Incentive Plan"), the 1998 Employee Stock Purchase Plan (the "Stock Purchase
Plan") and 1998 Non-Employee Directors' Stock Option Plan (the "Non-Employee
Directors Plan") to (1) permit grants of awards under each plan with respect to
either series of common stock of Ziff-Davis Inc. (Ziff-Davis Inc. - ZD Common
Stock, par value $.01 per share or Ziff-Davis Inc. - ZDNet Common Stock, par
value $.01 per share), (2) to increase the number of shares authorized for
issuance, (3) solely with respect to the Incentive Plan, to provide that shares
issuable thereunder may be supplied from outstanding shares of ZD Stock held by
the Company's majority shareholder, and solely for calendar year 1998, to
increase the number of shares in respect of which options to acquire shares of
common stock of the Company may be granted to any single participant and (4)
solely with respect to the Non-Employee Directors Plan, to permit discretionary
grants of additional options from time to time.

         On April 7, 1999, GameSpot Inc., a California Corporation ("Gamespot"),
merged with and into ZD Inc., a Delaware corporation ("ZD") and a wholly owned
subsidiary of the Company (the "Merger"). In connection with the Merger, all
options to purchase GameSpot common stock outstanding under the GameSpot 1997
Option Plan immediately prior to the effective time of the Merger were replaced
with options to purchase ZDNet Stock in substitution therefor pursuant to the
Incentive Plan.


                                       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 Securities and Exchange
Commission (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.
333-69447).

        2. The description of Ziff-Davis Inc. - ZD Common Stock, par value $.01
per share ("ZD Stock") and Ziff-Davis Inc. - ZDNet Common Stock, par value $.01
per share (the "ZDNet Stock"), contained in the Company's Registration Statement
on Form S-1 (File No. 333-69447) and incorporated by reference in the Company's
Registration Statement on Form 8-A (File No. 001-14055).

        3. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, pursuant to the Exchange Act (File No. 1-9676).

        4. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998, pursuant to the Exchange Act (File No. 1-9676).

        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 ZD Stock and ZDNet
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.


                                      II-1

<PAGE>


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the 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.

        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
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(d) for any transaction from which the director derived an improper personal
benefit. The Company's Amended and Restated Certificate of Incorporation
provides for such limitation of liability. The directors and officers of the
Company are also insured under policies of insurance maintained by the Company,
subject to the limits of such policies, against certain losses arising from any
claim made against them by reason of being or having been such officers or
directors. In addition to the protection available under our restated charter,
by-laws and insurance policies, we have entered into agreements with our
outside directors to indemnify them to the fullest extent permitted by law
against losses arising from any claim against them by reason of being or
having been a director.

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
            (incorporated by reference to Exhibit 3.2 to the Company's
            Registration Statement on Form S-1, File No. 333-69447).

3.2         By-laws of the Company (incorporated herein by reference to Exhibit
            3.3 to the Company's Registration Statement on Form S-1, File No.
            333-69447).

4.1         Specimen of certificate representing Ziff-Davis Inc. - ZD Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.2 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.2         Specimen of certificate representing Ziff-Davis Inc. - ZDNet Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.3         Ziff-Davis 1998 Employee Stock Purchase Plan (the "Stock Purchase
            Plan").

                                      II-2


<PAGE>


4.4         Ziff-Davis 1998 Incentive Compensation Plan (the "Incentive
            Plan").

4.5         Ziff-Davis 1998 Non-Employee Directors' Stock Option Plan (the
            "Directors Plan" and, together with the Stock Purchase Plan and the
            Incentive Plan, the "Plans").

5.1         Opinion of Sullivan & Cromwell as to the validity of ZD Stock and
            ZDNet Stock issued under the Plans.

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

23.2        Consent of PricewaterhouseCoopers LLP.

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


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 of 1933 (the "Securities Act");

                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 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 this registration
            statement or any material change to such information in this
            registration statement;

    provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
    and (a)(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 with or furnished to the Commission by the registrant pursuant
    to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
    reference in this registration statement.



                                      II-3

<PAGE>


            (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; 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, 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-4

<PAGE>

                                   SIGNATURES

        Pursuant  to the  requirements  of the  Securities  Act, 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 26th day of May, 1999.

                                      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 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, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated on May 26, 1999.

              Name                                  Title

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


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


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


                                      II-5


<PAGE>


              Name                                  Title


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


     /s/ Daniel L. Rosensweig
-----------------------------------                  Director
         Daniel L. Rosensweig



-----------------------------------                  Director
         Masayoshi Son



-----------------------------------                  Director
         Yoshitaka Kitao


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


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


     /s/ Jerry Yang
-----------------------------------                  Director
         Jerry Yang


                                      II-6


<PAGE>


                                  EXHIBIT INDEX


Exhibit
  No.       Description
-------     -----------

3.1         Amended and Restated Certificate of Incorporation of the Company
            (incorporated by reference to Exhibit 3.2 to the Company's
            Registration Statement on Form S-1, File No. 333-69447).

3.2         By-laws of the Company (incorporated herein by reference to Exhibit
            3.3 to the Company's Registration Statement on Form S-1, File No.
            333-69447).

4.1         Specimen of certificate representing Ziff-Davis Inc. - ZD Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.2 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.2         Specimen of certificate representing Ziff-Davis Inc. - ZDNet Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.3         Ziff-Davis 1998 Employee Stock Purchase Plan (the "Stock Purchase
            Plan").

4.4         Ziff-Davis 1998 Incentive Compensation Plan (the "Incentive
            Plan").

4.5         Ziff-Davis Inc. 1998 Non-Employee Directors' Stock Option Plan (the
            "Directors Plan" and, together with the Stock Purchase Plan and the
            Incentive Plan, the "Plans").

5.1         Opinion of Sullivan & Cromwell as to the validity of the ZD Stock
            and ZDNet Stock issued under the Plans.

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

23.2        Consent of PricewaterhouseCoopers LLP.

24.1        Power of Attorney (included in the signature page of the
            Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23390}]
{"company-data": {"conformed-name": "ZIFF DAVIS INC", "cik": "0001055131", "assigned-sic": "2721", "irs-number": "133987754", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79459", "film-number": "99636175"}, "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"}, "former-company": {"former-conformed-name": "ZD INC", "date-changed": "19980210"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 1999

                           REGISTRATION NO. 333-_____

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                       AND
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
                              (FILE NO. 333-57257)
                                    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)
                  28 EAST 28TH STREET, NEW YORK, NEW YORK 10016
               (Address of Principal Executive Offices, Zip Code)

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

                               TIMOTHY C. O'BRIEN
                                 ZIFF-DAVIS INC.
                               28 EAST 28TH STREET
                            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
                                                                PROPOSED MAXIMUM       MAXIMUM           AMOUNT OF
       TITLE OF EACH CLASS OF                AMOUNT TO BE         OFFERING PRICE       AGGREGATE        REGISTRATION
    SECURITIES TO BE REGISTERED             REGISTERED (1)        PER SHARE (2)      OFFERING PRICE         FEE
------------------------------------------------------------------------------------------------------------------------------------
ZIFF-DAVIS INC. - ZD COMMON STOCK,
PAR VALUE $.01 PER SHARE ("ZD STOCK")         1,800,000              $12.91             $23,238,000         $6,460.17
ZIFF-DAVIS INC. - ZD NET COMMON STOCK,
PAR VALUE $.01 PER SHARE ("ZDNET
STOCK")                                      14,100,000              $19.47            $274,527,000        $76,318.51
====================================================================================================================================
(1)  1,000,000 shares of ZDNet Stock are being registered pursuant to the 1998 Employee Stock Purchase Plan; 1,800,000 shares of ZD
     Stock and 13,000,000 shares of ZDNet Stock are being registered pursuant to the 1998 Incentive Compensation Plan; and 100,000
     shares of ZDNet Stock 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 ZD Stock and ZDNet Stock, as quoted through the New York Stock Exchange, on
     May 26, 1999.
THIS  REGISTRATION  STATEMENT  CONTAINS,  PURSUANT TO RULE 429,  A COMBINED
PROSPECTUS THAT ALSO RELATES TO 10,200,000 SHARES OF ZD STOCK REGISTERED ON FORM
S-8,  REGISTRATION  STATEMENT  NO.  333-57257.  THIS FILING ALSO  CONSTITUTES  A
POST-EFFECTIVE AMENDMENT TO THAT REGISTRATION STATEMENT.
PART I
--------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        ITEM 1.  PLAN INFORMATION.

                 Omitted pursuant to the instructions and provisions of
Form S-8.

        ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                 Omitted Pursuant to the instructions and provisions of
Form S-8.

        UPDATE

         On March 30, 1999 the shareholders of Ziff-Davis Inc. (the "Company")
approved amendments to each of the 1998 Incentive Compensation Plan (the
"Incentive Plan"), the 1998 Employee Stock Purchase Plan (the "Stock Purchase
Plan") and 1998 Non-Employee Directors' Stock Option Plan (the "Non-Employee
Directors Plan") to (1) permit grants of awards under each plan with respect to
either series of common stock of Ziff-Davis Inc. (Ziff-Davis Inc. - ZD Common
Stock, par value $.01 per share or Ziff-Davis Inc. - ZDNet Common Stock, par
value $.01 per share), (2) to increase the number of shares authorized for
issuance, (3) solely with respect to the Incentive Plan, to provide that shares
issuable thereunder may be supplied from outstanding shares of ZD Stock held by
the Company's majority shareholder, and solely for calendar year 1998, to
increase the number of shares in respect of which options to acquire shares of
common stock of the Company may be granted to any single participant and (4)
solely with respect to the Non-Employee Directors Plan, to permit discretionary
grants of additional options from time to time.

         On April 7, 1999, GameSpot Inc., a California Corporation ("Gamespot"),
merged with and into ZD Inc., a Delaware corporation ("ZD") and a wholly owned
subsidiary of the Company (the "Merger"). In connection with the Merger, all
options to purchase GameSpot common stock outstanding under the GameSpot 1997
Option Plan immediately prior to the effective time of the Merger were replaced
with options to purchase ZDNet Stock in substitution therefor pursuant to the
Incentive Plan.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (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.
333-69447).

        2. The description of Ziff-Davis Inc. - ZD Common Stock, par value $.01
per share ("ZD Stock") and Ziff-Davis Inc. - ZDNet Common Stock, par value $.01
per share (the "ZDNet Stock"), contained in the Company's Registration Statement
on Form S-1 (File No. 333-69447) and incorporated by reference in the Company's
Registration Statement on Form 8-A (File No. 001-14055).

        3. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, pursuant to the Exchange Act (File No. 1-9676).

        4. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998, pursuant to the Exchange Act (File No. 1-9676).

        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 ZD Stock and ZDNet
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.

                                      II-1
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the 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.

        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
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(d) for any transaction from which the director derived an improper personal
benefit. The Company's Amended and Restated Certificate of Incorporation
provides for such limitation of liability. The directors and officers of the
Company are also insured under policies of insurance maintained by the Company,
subject to the limits of such policies, against certain losses arising from any
claim made against them by reason of being or having been such officers or
directors. In addition to the protection available under our restated charter,
by-laws and insurance policies, we have entered into agreements with our
outside directors to indemnify them to the fullest extent permitted by law
against losses arising from any claim against them by reason of being or
having been a director.

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
            (incorporated by reference to Exhibit 3.2 to the Company's
            Registration Statement on Form S-1, File No. 333-69447).

3.2         By-laws of the Company (incorporated herein by reference to Exhibit
            3.3 to the Company's Registration Statement on Form S-1, File No.
            333-69447).

4.1         Specimen of certificate representing Ziff-Davis Inc. - ZD Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.2 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.2         Specimen of certificate representing Ziff-Davis Inc. - ZDNet Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.3         Ziff-Davis 1998 Employee Stock Purchase Plan (the "Stock Purchase
            Plan").

                                      II-2
4.4         Ziff-Davis 1998 Incentive Compensation Plan (the "Incentive
            Plan").

4.5         Ziff-Davis 1998 Non-Employee Directors' Stock Option Plan (the
            "Directors Plan" and, together with the Stock Purchase Plan and the
            Incentive Plan, the "Plans").

5.1         Opinion of Sullivan & Cromwell as to the validity of ZD Stock and
            ZDNet Stock issued under the Plans.

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

23.2        Consent of PricewaterhouseCoopers LLP.

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

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 of 1933 (the "Securities Act");

                 (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 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 this registration
            statement or any material change to such information in this
            registration statement;

    provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
    and (a)(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 with or furnished to the Commission by the registrant pursuant
    to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
    reference in this registration statement.

                                      II-3
(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; 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, 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

        Pursuant  to the  requirements  of the  Securities  Act, 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 26th day of May, 1999.

                                      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 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, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated on May 26, 1999.

              Name                                  Title

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

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

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

                                      II-5
Name                                  Title

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

     /s/ Daniel L. Rosensweig
-----------------------------------                  Director
         Daniel L. Rosensweig

-----------------------------------                  Director
         Masayoshi Son

-----------------------------------                  Director
         Yoshitaka Kitao

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

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

     /s/ Jerry Yang
-----------------------------------                  Director
         Jerry Yang

                                      II-6
EXHIBIT INDEX

Exhibit
  No.       Description
-------     -----------

3.1         Amended and Restated Certificate of Incorporation of the Company
            (incorporated by reference to Exhibit 3.2 to the Company's
            Registration Statement on Form S-1, File No. 333-69447).

3.2         By-laws of the Company (incorporated herein by reference to Exhibit
            3.3 to the Company's Registration Statement on Form S-1, File No.
            333-69447).

4.1         Specimen of certificate representing Ziff-Davis Inc. - ZD Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.2 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.2         Specimen of certificate representing Ziff-Davis Inc. - ZDNet Common
            Stock, par value $.01 per share (incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-1,
            File No. 333-69447).

4.3         Ziff-Davis 1998 Employee Stock Purchase Plan (the "Stock Purchase
            Plan").

4.4         Ziff-Davis 1998 Incentive Compensation Plan (the "Incentive
            Plan").

4.5         Ziff-Davis Inc. 1998 Non-Employee Directors' Stock Option Plan (the
            "Directors Plan" and, together with the Stock Purchase Plan and the
            Incentive Plan, the "Plans").

5.1         Opinion of Sullivan & Cromwell as to the validity of the ZD Stock
            and ZDNet Stock issued under the Plans.

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

23.2        Consent of PricewaterhouseCoopers LLP.

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