As filed with the Securities and Exchange Commission on December 10, 1996.  
Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             WATSON WYATT & COMPANY
             (Exact name of registrant as specified in its charter)
        Delaware                                               53-018291
(State or other Jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       6707 Democracy Boulevard, Suite 800
                          Bethesda, Maryland 20817-1129
           (Address of principal executive office, including zip code)

                          The Wyatt Stock Purchase Plan
                            (Full title of the plan)

                             Walter W. Bardenwerper
                  Vice President, General Counsel and Secretary
                             Watson Wyatt & Company
                        601 13th Street, N.W., Suite 900
                             Washington, D.C. 20005
                                 (202) 624-0600
(Name, address, and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of            Amount        Proposed Maximum    Proposed       Amount
Securitie           to be         Price               Maximum          of
to be Registered    Registered    Offering            Aggregate    Registration
                                  Per Share           Offering        Fee
                                                      Price

Common Stock        3,700,000 1   $4.94               $18,278,000    $6,302.76

Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also relates to the registrant's Form S-8 Registration  Statement (No.
33-300110) filed on January 5, 1996.

         1 Registration  fee is being paid for 3,700,000  shares currently being
registered  hereunder.  A  registration  fee  has  previously  been  paid  as to
2,200,000 shares, 641,486 shares of which this registration statement relates to
pursuant to Rule 429 under the  Securities Act of 1933. The amount of the filing
fee previously  paid  associated  with the securities  being carried forward was
$997.62.


<PAGE>


                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registrant's  prior  registration  statement  on Form S-8 (File No. 33-300110),
filed on January 5, 1996, is hereby incorporated herein by this reference.

Item 5.  Interests of Named Experts and Counsel

The  shares of Common  Stock  that may be held  under the Plan will be  original
issuance shares.  The legality of the shares of Common Stock of the Company will
be passed upon for the Company by Walter W. Bardenwerper,  Esq., General Counsel
of the  Company.  Mr.  Bardenwerper  owns 91,936  shares of Common  Stock and is
eligible to purchase shares of Common Stock offered hereby.

Item 8.  Exhibits.

Exhibit No.

4        Restated Bylaws of the Company
5        Opinion of Walter W. Bardenwerper, Esq.
23(a)    Consent of Price Waterhouse LLP
23(b)    Consent of Walter W. Bardenwerper (included in Exhibit No. 5)
24       Powers of Attorney (see signature page)



<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 Bethesda, Maryland, on this 5th day of December, 1996.

                             WATSON WYATT & COMPANY


                            By:           /s/ A.W. Smith, Jr.
                            Name:         A. W. Smith, Jr.
                            Title:        President & Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each  officer and  director of Watson
Wyatt & Company  whose  signature  follows  constitutes  and appoints  Walter W.
Bardenwerper as such person's true and lawful  attorney-in-fact  and agent, with
full power of substitution and restitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  such  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that such  attorney-in-fact  and agent,  or a  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.




<PAGE>


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on December  5, 1996 by the following  persons
in the capacities indicated.

Signature                                              Title


/s/ A. W. Smith, Jr.
A. W. Smith, Jr.                   Director; President & Chief Executive Officer


/s/ Paul R. Daoust
Paul R. Daoust                     Director; Executive Vice
                                   President & Chief Operating Officer

/s/ Barbara L. Landes
Barbara L. Landes                  Vice President, Finance, Chief Financial
                                   Officer and Principal Accounting Officer

/s/ Walter W. Bardenwerper
Walter W. Bardenwerper             Director


/s/ Charles A. Clemens
Charles A. Clemens                 Director


/s/ John J. Gabarro
John J. Gabarro                    Director


/s/ John J. Haley
John J. Haley                      Director


/s/ Gary T. Hallenbeck
Gary T. Hallenbeck                 Director

<PAGE>



/s/ Daniel B. Holmes
Daniel B. Holmes                   Director


/s/ Ira T. Kay
Ira T. Kay                         Director


/s/ Brian E. Kennedy
Brian E. Kennedy                   Director


/s/ Robert D. Masding
Robert D. Masding                  Director



R. Michael McCullough              Director


/s/ John A. Steinbrunner
John A. Steinbrunner               Director


/s/ A. Grahame Stott
A. Grahame Stott                   Director


/s/ Angela H. Watson
Angela H. Watson                   Director




<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                                                           Page No.

4        Restated Bylaws of the Company

5        Opinion of Walter W. Bardenwerper, Esq.

23(a)    Consent of Price Waterhouse LLP

23(b)    Consent of Walter W. Bardenwerper (included in Exhibit No. 5)  -

24       Powers of Attorney (see signature page)                        -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 7374}]
{"company-data": {"conformed-name": "WATSON WYATT & CO", "cik": "0000892968", "assigned-sic": "8742", "irs-number": "530181291", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17553", "film-number": "96678488"}, "business-address": {"street1": "601 13TH ST NW", "street2": "STE 1000", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2025084600"}, "mail-address": {"street1": "601 13TJ STREET NW", "street2": "STE 1000", "city": "WASHINGTON", "state": "DC", "zip": "20005"}, "former-company": {"former-conformed-name": "WYATT CO /DE/", "date-changed": "19950930"}}
As filed with the Securities and Exchange Commission on December 10, 1996.  
Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             WATSON WYATT & COMPANY
             (Exact name of registrant as specified in its charter)
        Delaware                                               53-018291
(State or other Jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       6707 Democracy Boulevard, Suite 800
                          Bethesda, Maryland 20817-1129
           (Address of principal executive office, including zip code)

                          The Wyatt Stock Purchase Plan
                            (Full title of the plan)

                             Walter W. Bardenwerper
                  Vice President, General Counsel and Secretary
                             Watson Wyatt & Company
                        601 13th Street, N.W., Suite 900
                             Washington, D.C. 20005
                                 (202) 624-0600
(Name, address, and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of            Amount        Proposed Maximum    Proposed       Amount
Securitie           to be         Price               Maximum          of
to be Registered    Registered    Offering            Aggregate    Registration
                                  Per Share           Offering        Fee
                                                      Price

Common Stock        3,700,000 1   $4.94               $18,278,000    $6,302.76

Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also relates to the registrant's Form S-8 Registration  Statement (No.
33-300110) filed on January 5, 1996.

         1 Registration  fee is being paid for 3,700,000  shares currently being
registered  hereunder.  A  registration  fee  has  previously  been  paid  as to
2,200,000 shares, 641,486 shares of which this registration statement relates to
pursuant to Rule 429 under the  Securities Act of 1933. The amount of the filing
fee previously  paid  associated  with the securities  being carried forward was
$997.62.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registrant's  prior  registration  statement  on Form S-8 (File No. 33-300110),
filed on January 5, 1996, is hereby incorporated herein by this reference.

Item 5.  Interests of Named Experts and Counsel

The  shares of Common  Stock  that may be held  under the Plan will be  original
issuance shares.  The legality of the shares of Common Stock of the Company will
be passed upon for the Company by Walter W. Bardenwerper,  Esq., General Counsel
of the  Company.  Mr.  Bardenwerper  owns 91,936  shares of Common  Stock and is
eligible to purchase shares of Common Stock offered hereby.

Item 8.  Exhibits.

Exhibit No.

4        Restated Bylaws of the Company
5        Opinion of Walter W. Bardenwerper, Esq.
23(a)    Consent of Price Waterhouse LLP
23(b)    Consent of Walter W. Bardenwerper (included in Exhibit No. 5)
24       Powers of Attorney (see signature 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 Bethesda, Maryland, on this 5th day of December, 1996.

                             WATSON WYATT & COMPANY

                            By:           /s/ A.W. Smith, Jr.
                            Name:         A. W. Smith, Jr.
                            Title:        President & Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each  officer and  director of Watson
Wyatt & Company  whose  signature  follows  constitutes  and appoints  Walter W.
Bardenwerper as such person's true and lawful  attorney-in-fact  and agent, with
full power of substitution and restitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  such  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that such  attorney-in-fact  and agent,  or a  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on December  5, 1996 by the following  persons
in the capacities indicated.

Signature                                              Title

/s/ A. W. Smith, Jr.
A. W. Smith, Jr.                   Director; President & Chief Executive Officer

/s/ Paul R. Daoust
Paul R. Daoust                     Director; Executive Vice
                                   President & Chief Operating Officer

/s/ Barbara L. Landes
Barbara L. Landes                  Vice President, Finance, Chief Financial
                                   Officer and Principal Accounting Officer

/s/ Walter W. Bardenwerper
Walter W. Bardenwerper             Director

/s/ Charles A. Clemens
Charles A. Clemens                 Director

/s/ John J. Gabarro
John J. Gabarro                    Director

/s/ John J. Haley
John J. Haley                      Director

/s/ Gary T. Hallenbeck
Gary T. Hallenbeck                 Director
/s/ Daniel B. Holmes
Daniel B. Holmes                   Director

/s/ Ira T. Kay
Ira T. Kay                         Director

/s/ Brian E. Kennedy
Brian E. Kennedy                   Director

/s/ Robert D. Masding
Robert D. Masding                  Director

R. Michael McCullough              Director

/s/ John A. Steinbrunner
John A. Steinbrunner               Director

/s/ A. Grahame Stott
A. Grahame Stott                   Director

/s/ Angela H. Watson
Angela H. Watson                   Director
EXHIBIT INDEX

Exhibit No.                                                           Page No.

4        Restated Bylaws of the Company

5        Opinion of Walter W. Bardenwerper, Esq.

23(a)    Consent of Price Waterhouse LLP

23(b)    Consent of Walter W. Bardenwerper (included in Exhibit No. 5)  -

24       Powers of Attorney (see signature page)                        -