Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ----------------------
                            IMS HEALTH INCORPORATED
            (Exact name of Registrant as specified in its charter)

               Delaware                              06-1506026
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                               200 Nyala Farms
                             Westport, CT 06880
  (Address, including zip code, of Registrant's principal executive office)

  1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan
                                               1998 IMS Health Incorporated Non-
                                               Employee Directors' Deferred 
                                              Compensation Plan
        1998 IMS Health Incorporated Employees' Stock Incentive Plan
                          (Full title of the Plans)
                            ----------------------  
                              Kenneth S. Siegel
            Senior Vice President, General Counsel and Secretary
                           IMS Health Incorporated
                               200 Nyala Farms
                             Westport, CT 06880
                               (203) 222-4200
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            Joel S. Hoffman, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
                            ----------------------
<PAGE>
<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>                                                        Proposed
                                                                  Maximum    Proposed Maximum
                                                                 Offering        Aggregate        Amount of
                                                 Amount to be    Price Per    Offering Price     Registration
     Title of Securities to be Registered         Registered     Share<F1>         <F1>            Fee<F1>
     ------------------------------------        ------------    ---------   ----------------    ------------
<S>                                             <C>              <C>          <C>                <C>
Common Stock, $0.01 par value per share<F4>     13,130,000<F2>   $67.9688     $892,430,344       $248,095.64
Options to Purchase Common Stock<F3>             1,313,000       $ 6.7969     $  8,924,329.70    $  2,480.96

<FN>
<F1> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
     proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average high and low price of the Common
     Stock as reported on the New York Stock Exchange on December 15, 1998. 

<F2> The shares are issuable pursuant to the respective plans as follows:
     1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive
     Plan - 80,000 shares, 1998 IMS Health Incorporated Non-Employee
     Directors' Deferred Compensation Plan - 50,000 shares, 1998 IMS Health
     Incorporated Employees' Stock Incentive Plan - 13,000,000 shares.

<F3> Issuable pursuant to the Employees' Stock Incentive Plan.    
    
<F4> Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
</TABLE>

























<PAGE>
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     The following documents filed by IMS Health Incorporated (the "Company"
or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:

        (a)  The Company's Registration Statement on Form 10/A-2 filed
             pursuant to the Exchange Act (file no. 1-14049) on June 17, 1998
             (the "Form 10 Registration Statement").

        (b)  The description of the Company's capital stock contained in the
             Form 10/A-2 Registration Statement.

        (c)  The description of the Company's Preferred Share Purchase Rights
             contained in the Company's Registration Statement on Form 8-A
             filed on June 23, 1998.

        (d)  The Company's Current Report on Form 8-K filed on June 30, 1998,
             on Form 8-K\A filed on June 30, 1998, on Form 8-K filed on
             July 21, 1998 and on Form 8-A/A-2 filed on July 22, 1998.

        (e)  The Company's Quarterly Report on Form 10-Q filed on August 14,
             1998 and November 16, 1998.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be 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 subsequently filed document which also is or is 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.



<PAGE>
<PAGE>

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was unlawful. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually
and reasonably incurred.

     The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person. The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended.

     The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled. The Company may also provide



<PAGE>
<PAGE>

liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

     4.1     Restated Certificate of Incorporation of the Company
             filed on May 29, 1998 (incorporated herein by
             reference to Exhibit 3.1 to the Form 10 Registration
             Statement).

     4.2     By-Laws of the Company (incorporated herein by
             reference to Exhibit 3.2 to the Form 10 Registration
             Statement).

     4.3     The Rights Agreement, dated as of June 15, 1998,
             between the Company and First Chicago Trust Company of
             New York (incorporated herein by reference to Exhibit
             1 to the Company's Registration Statement on Form 8-A
             filed on June 23, 1998).

     5       Opinion of Simpson Thacher & Bartlett.

     23.1    Consent of PricewaterhouseCoopers LLP.

     23.2    Consent of Simpson Thacher & Bartlett (included in
             Exhibit 5).

     24      Power of Attorney.

Item 9. Undertakings

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 "Act");

    (ii)  to reflect in the prospectus any facts or events arising after the
effective date of this 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 (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);




<PAGE>
<PAGE>

   (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.

(2)  That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the
final adjudication of such issue.
<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 the City of Westport, State of Connecticut, on
this 8th day of December, 1998.

                                           IMS Health Incorporated
                                               (Registrant)


                                           By /s/Kenneth S. Siegel
                                             ---------------------------------
                                                Kenneth S. Siegel
                                                Senior Vice President,
                                                General Counsel & Secretary


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


         Signature                       Title                    Date
         ---------                       -----                    ----

                             Chairman, Chief Executive
    *Robert E. Weissman      Officer (principal
 --------------------------  executive officer) and
     Robert E. Weissman      Director                      December 8, 1998


                             President, Chief Operating
    *Victoria R. Fash        Officer and Director          December 8, 1998
 --------------------------  
     Victoria R. Fash


    *J. Michal Conaway                                                   
 --------------------------  Chief Financial Officer       December 8, 1998
     J. Michal Conaway

                             Senior Vice President and
    *James C. Malone         Controller (principal
 --------------------------  accounting officer)           December 8, 1998
     James C. Malone      


<PAGE>
<PAGE>

    *Clifford L. Alexander, Jr.    Director                December 8, 1998
 --------------------------  
     Clifford L. Alexander, Jr.


    *John P. Imlay, Jr.            Director                December 8, 1998
 --------------------------  
     John P. Imlay, Jr.


    *Robert Kamerschen             Director                December 8, 1998
 --------------------------  
     Robert Kamerschen


    *Robert J. Lanigan             Director                December 8, 1998 
 --------------------------
     Robert J. Lanigan


    *H. Eugene Lockhart            Director                December 8, 1998
 --------------------------  
     H. Eugene Lockhart


    *M. Bernard Puckett            Director                December 8, 1998
 --------------------------  
     M. Bernard Puckett


    *William C. Van Fassen         Director                December 8, 1998
 --------------------------  
     William C. Van Fassen



*By   /s/Kenneth S. Siegel                                 December 8, 1998
    -----------------------  
      Attorney-in-Fact













<PAGE>
<PAGE>

                               INDEX TO EXHIBITS
                    
Exhibit                                                       Sequentially
Number                      Description                       Numbered Page
-------                     -----------                       -------------

   4.1       Restated Certificate of Incorporation of the
             Company filed on May 29, 1998 (incorporated
             herein by reference to Exhibit 3.1 to the
             Form 10 Registration Statement).

   4.2       By-Laws of the Company (incorporated herein by
             reference to Exhibit 3.2 to the Form 10
             Registration Statement).

   4.3       The  Rights Agreement, dated as of June 15,
             1998, between the Company and First Chicago
             Trust Company of New York (incorporated herein
             by reference to Exhibit 1 to the Company's
             Registration Statement on Form 8-A filed on
             June 23, 1998).

   5         Opinion of Simpson Thacher & Bartlett.

   23.1      Consent of PricewaterhouseCoopers LLP.

   23.2      Consent of Simpson Thacher & Bartlett  (included
             in Exhibit 5).

   24        Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18385}]
{"company-data": {"conformed-name": "IMS HEALTH INC", "cik": "0001058083", "assigned-sic": "7374", "irs-number": "061506026", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69195", "film-number": "98771871"}, "business-address": {"street1": "200 NYALA FARMS", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032224523"}, "mail-address": {"street1": "200 NYALA FARMS ROAD", "city": "WESTPORT", "state": "CT", "zip": "06880"}}
Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ----------------------
                            IMS HEALTH INCORPORATED
            (Exact name of Registrant as specified in its charter)

               Delaware                              06-1506026
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                               200 Nyala Farms
                             Westport, CT 06880
  (Address, including zip code, of Registrant's principal executive office)

  1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive Plan
                                               1998 IMS Health Incorporated Non-
                                               Employee Directors' Deferred 
                                              Compensation Plan
        1998 IMS Health Incorporated Employees' Stock Incentive Plan
                          (Full title of the Plans)
                            ----------------------  
                              Kenneth S. Siegel
            Senior Vice President, General Counsel and Secretary
                           IMS Health Incorporated
                               200 Nyala Farms
                             Westport, CT 06880
                               (203) 222-4200
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            Joel S. Hoffman, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
                            ----------------------
CALCULATION OF REGISTRATION FEE
Proposed
                                                                  Maximum    Proposed Maximum
                                                                 Offering        Aggregate        Amount of
                                                 Amount to be    Price Per    Offering Price     Registration
     Title of Securities to be Registered         Registered     Share
Fee
------------------------------------        ------------    ---------   ----------------    ------------
Common Stock, $0.01 par value per share
13,130,000
$67.9688     $892,430,344       $248,095.64
Options to Purchase Common Stock
1,313,000       $ 6.7969     $  8,924,329.70    $  2,480.96
Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
     proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average high and low price of the Common
     Stock as reported on the New York Stock Exchange on December 15, 1998.
The shares are issuable pursuant to the respective plans as follows:
     1998 IMS Health Incorporated Non-Employee Directors' Stock Incentive
     Plan - 80,000 shares, 1998 IMS Health Incorporated Non-Employee
     Directors' Deferred Compensation Plan - 50,000 shares, 1998 IMS Health
     Incorporated Employees' Stock Incentive Plan - 13,000,000 shares.
Issuable pursuant to the Employees' Stock Incentive Plan.
Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by IMS Health Incorporated (the "Company"
or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:

        (a)  The Company's Registration Statement on Form 10/A-2 filed
             pursuant to the Exchange Act (file no. 1-14049) on June 17, 1998
             (the "Form 10 Registration Statement").

        (b)  The description of the Company's capital stock contained in the
             Form 10/A-2 Registration Statement.

        (c)  The description of the Company's Preferred Share Purchase Rights
             contained in the Company's Registration Statement on Form 8-A
             filed on June 23, 1998.

        (d)  The Company's Current Report on Form 8-K filed on June 30, 1998,
             on Form 8-K\A filed on June 30, 1998, on Form 8-K filed on
             July 21, 1998 and on Form 8-A/A-2 filed on July 22, 1998.

        (e)  The Company's Quarterly Report on Form 10-Q filed on August 14,
             1998 and November 16, 1998.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be 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 subsequently filed document which also is or is 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 required.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was unlawful. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually
and reasonably incurred.

     The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person. The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereof is
not permitted under the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended.

     The indemnification rights conferred by the Certificate of Incorporation
of the Company are not exclusive of any other right to which a person seeking
indemnification may otherwise be entitled. The Company may also provide
liability insurance for the directors and officers for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

     4.1     Restated Certificate of Incorporation of the Company
             filed on May 29, 1998 (incorporated herein by
             reference to Exhibit 3.1 to the Form 10 Registration
             Statement).

     4.2     By-Laws of the Company (incorporated herein by
             reference to Exhibit 3.2 to the Form 10 Registration
             Statement).

     4.3     The Rights Agreement, dated as of June 15, 1998,
             between the Company and First Chicago Trust Company of
             New York (incorporated herein by reference to Exhibit
             1 to the Company's Registration Statement on Form 8-A
             filed on June 23, 1998).

     5       Opinion of Simpson Thacher & Bartlett.

     23.1    Consent of PricewaterhouseCoopers LLP.

     23.2    Consent of Simpson Thacher & Bartlett (included in
             Exhibit 5).

     24      Power of Attorney.

Item 9. Undertakings

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 "Act");

    (ii)  to reflect in the prospectus any facts or events arising after the
effective date of this 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 (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);
(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.

(2)  That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the 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 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 Act and will be governed by the
final adjudication of such issue.
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 Westport, State of Connecticut, on
this 8th day of December, 1998.

                                           IMS Health Incorporated
                                               (Registrant)

                                           By /s/Kenneth S. Siegel
                                             ---------------------------------
                                                Kenneth S. Siegel
                                                Senior Vice President,
                                                General Counsel & Secretary

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

         Signature                       Title                    Date
         ---------                       -----                    ----

                             Chairman, Chief Executive
    *Robert E. Weissman      Officer (principal
 --------------------------  executive officer) and
     Robert E. Weissman      Director                      December 8, 1998

                             President, Chief Operating
    *Victoria R. Fash        Officer and Director          December 8, 1998
 --------------------------  
     Victoria R. Fash

    *J. Michal Conaway                                                   
 --------------------------  Chief Financial Officer       December 8, 1998
     J. Michal Conaway

                             Senior Vice President and
    *James C. Malone         Controller (principal
 --------------------------  accounting officer)           December 8, 1998
     James C. Malone
*Clifford L. Alexander, Jr.    Director                December 8, 1998
 --------------------------  
     Clifford L. Alexander, Jr.

    *John P. Imlay, Jr.            Director                December 8, 1998
 --------------------------  
     John P. Imlay, Jr.

    *Robert Kamerschen             Director                December 8, 1998
 --------------------------  
     Robert Kamerschen

    *Robert J. Lanigan             Director                December 8, 1998 
 --------------------------
     Robert J. Lanigan

    *H. Eugene Lockhart            Director                December 8, 1998
 --------------------------  
     H. Eugene Lockhart

    *M. Bernard Puckett            Director                December 8, 1998
 --------------------------  
     M. Bernard Puckett

    *William C. Van Fassen         Director                December 8, 1998
 --------------------------  
     William C. Van Fassen

*By   /s/Kenneth S. Siegel                                 December 8, 1998
    -----------------------  
      Attorney-in-Fact
INDEX TO EXHIBITS
                    
Exhibit                                                       Sequentially
Number                      Description                       Numbered Page
-------                     -----------                       -------------

   4.1       Restated Certificate of Incorporation of the
             Company filed on May 29, 1998 (incorporated
             herein by reference to Exhibit 3.1 to the
             Form 10 Registration Statement).

   4.2       By-Laws of the Company (incorporated herein by
             reference to Exhibit 3.2 to the Form 10
             Registration Statement).

   4.3       The  Rights Agreement, dated as of June 15,
             1998, between the Company and First Chicago
             Trust Company of New York (incorporated herein
             by reference to Exhibit 1 to the Company's
             Registration Statement on Form 8-A filed on
             June 23, 1998).

   5         Opinion of Simpson Thacher & Bartlett.

   23.1      Consent of PricewaterhouseCoopers LLP.

   23.2      Consent of Simpson Thacher & Bartlett  (included
             in Exhibit 5).

   24        Power of Attorney.