AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1998
                                                   REGISTRATION NO. 33-________
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                            THE DIAL CORPORATION
           (Exact name of registrant as specified in its charter)

              DELAWARE                                         51-0374887
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)
                
                         15501 NORTH DIAL BOULEVARD
                       SCOTTSDALE, ARIZONA 85260-1619
           (Address of registrant's principal executive offices)

                 THE DIAL CORPORATION AMENDED AND RESTATED
                   MANAGEMENT DEFERRED COMPENSATION PLAN

                 THE DIAL CORPORATION AMENDED AND RESTATED
                    DIRECTORS DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                               JANE E. OWENS
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            THE DIAL CORPORATION
                         15501 NORTH DIAL BOULEVARD
                       SCOTTSDALE, ARIZONA 85260-1619
                               (602) 754-3425
         (Name, address, and telephone number of agent for service)


<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF
            TO BE REGISTERED               REGISTERED(1)       PER SHARE         OFFERING PRICE     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                  <C>            <C>                   <C>         
Deferred Compensation Obligations(2)       $17,000,000          100%           $17,000,000(3)        $5015
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share         150,000         $24.00          $ 3,600,000(4)        $1062
========================================================================================================================

<FN>
(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act of 1933. This
Registration Statement also pertains to rights to purchase shares of Junior
Participating Preferred Stock of the Registrant (the "Rights"). One Right
is included with each share of Common Stock. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are evidenced by
the certificates for the Common Stock and will be transferred along with
and only with such Common Stock. Thereafter, separate Rights certificates
will be issued representing one Right for each share of Common Stock held,
subject to adjustment pursuant to antidilution provisions.

(2) The Deferred Compensation Obligations are unsecured obligations of The
Dial Corporation to pay deferred compensation in the future in accordance
with the terms of The Dial Corporation Amended and Restated Management
Deferred Compensation Plan and The Dial Corporation Amended and Restated
Directors Deferred Compensation Plan (whichever may apply).

(3) Pursuant to Rule 457(h), estimated solely for the purpose of
calculating the registration fee.

(4) Pursuant to Rule 457(c) and (h), estimated on the basis of the average
of the high and low sales prices of a share of Common Stock on the New York
Stock Exchange on June 8, 1998.

</FN>
</TABLE>
                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     The following documents  previously filed by The Dial Corporation (the
"Company") with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:

          (1) The  Company's  Annual Report on Form 10-K for the year ended
     January 3, 1998;

          (2) The Company's Quarterly Report on Form 10-Q for the quarterly
     period ended April 4, 1998;

          (3) The Company's  Current  Reports on Form 8-K dated January 27,
     1998 and April 21, 1998;

          (4) The  description of the Company's  Common Stock  contained in
     Registration  Statement  No.  1-11793  of the  Company  on Form 10, as
     amended (the "Form 10") filed by the Company under the  Securities Act
     of 1933 (the "Securities Act"); and

          (5) The description of the Rights contained in the Company's Form
     10.

     In addition,  all documents filed by the Company  pursuant to Sections
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 which indicates that all securities offered hereby have been sold
or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated in this  Registration  Statement by reference 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 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

     The following  discussion of The Dial Corporation Amended and Restated
Management Deferred  Compensation Plan (the "Management Plan") and The Dial
Corporation Amended and Restated Directors Deferred  Compensation Plan (the
"Director  Plan")  (collectively,  the  "Plans")  is not a  complete  legal
description  of the Plans (or of the deferred  compensation  obligations of
the Company to participants in the Plans), and is qualified in its entirety
by the full text of the Plans. The filing of this Registration Statement on
Form S-8 is not,  and should not be  construed  as, an  admission  that the
deferred compensation  obligations  constitute securities as defined by any
applicable  federal,  state  or local  law,  or that  registration  of such
obligations is required under any such law.

     The Plans are nonqualified  deferred  compensation  plans for eligible
senior management and directors (the "Participants") of the Company and its
subsidiaries.  Under the Plans, the Company will provide  Participants with
the opportunity to defer salary,  bonuses and director retainer and meeting
fees (whichever may apply) in accordance with the terms of the Plans.

     Amounts  deferred by a Participant  pursuant to the Plans are credited
by book entry to one or more deferred  compensation  accounts maintained on
behalf  of  the  Participant.   The  value  of  a  Participant's   deferred
compensation accounts is based on the performance of the investment options
selected by the  Participant  (including the Company stock unit  investment
option  discussed  below),  but there is no  requirement  that any  amounts
actually  be  invested  in  the  investment   options.   Participants   may
redesignate amounts credited to their deferred  compensation accounts among
the available investment options on a quarterly basis.

     Unless  otherwise   delegated  to  a  committee  comprised  of  senior
executives  of the Company,  the  Executive  Compensation  Committee of the
Board of Directors of the Company is the  administrator  of the  Management
Plan and the Board of Directors is the  administrator of the Director Plan.
The Plan  administrator has the sole discretion to make all  determinations
required under the Plans  (including  the selection,  from time to time, of
investment options).

     Participants  in both the  Management  Plan and the Director  Plan may
elect to have  deferral  amounts  allocated as stock units which mirror the
performance of the Company's  Common Stock.  Under the Management Plan, but
not the Director  Plan,  Participants  who elect to have  deferral  amounts
initially deferred as stock units shall receive  allocations of stock units
having a fair market  value on the  allocation  date of 125% of the amounts
being  deferred.  Stock  units in excess  of those  which  would  have been
allocated  based on the fair market value of Company's  Common Stock on the
allocation  date vest on the last day of the second full year following the
year in which such units are allocated.  Upon  termination of employment of
any  Participant in the Management  Plan for any reason other than death or
disability,  all  unvested  stock  units  shall be  immediately  forfeited.
Unvested stock units may not be reallocated among other investment  options
available  under the  Management  Plan  prior to  vesting.  As with all the
investment  options  available under the Plans,  Participants bear the risk
that the  Company's  Common  Stock  will  decrease  during  the  period  of
deferral.

     The obligations of the Company under the Plans (the "Obligations") are
unsecured general obligations of the Company to pay in the future the value
of  the  deferred   compensation   accounts  as  adjusted  to  reflect  the
performance,  whether  positive or  negative,  of the  selected  investment
options  during the deferral  period,  in accordance  with the terms of the
Plans.  The  Obligations  rank  pari  passu  with the other  unsecured  and
unsubordinated  indebtedness of the Company from time to time  outstanding.
The Company has entered  into trust  arrangements  in respect of the Plans,
but these trust  arrangements  do not, and are not intended to,  change the
status of the Obligations as unsecured general obligations of the Company.

     As a general rule, each  Participant  must elect that  distribution of
his  or  her  account   balances  shall  occur  upon  retirement  or  other
termination of employment in a lump sum payment or in annual  installments.
Participants  may also  elect to  receive  a lump sum  distribution  upon a
Change  in  Control  of  the  Company  or to  allow  their  retirement  and
termination elections to remain in effect following a Change in Control. In
addition, upon making each year's deferral election, Participants may elect
to receive the amounts  deferred in respect of that year  (together with or
less any gains or losses on those amounts) in a lump sum in a year not less
than  two  full  years  following  the  year  of  deferral.   With  certain
exceptions,   distributions   shall  occur  (or,  in  the  case  of  annual
installments,  commence) by March 1 of the year following the year in which
the event occurs which gives rise to the right to the distribution.

     A Participant's interest in his or her deferred compensation accounts,
and thus his or her right to the Obligations, generally cannot be assigned,
transferred,  garnished,  pledged or encumbered.  The  Obligations  are not
subject to redemption at the election of the Participant  (whether in whole
or in part) prior to the  distribution  dates  selected by the  Participant
(except  (i)  as  a  hardship   withdrawal   upon  the   occurrence  of  an
unforeseeable  financial  emergency or (ii) upon a complete withdrawal from
the  applicable  Plan  (resulting in the forfeiture of unvested stock units
and  of  10%  of  the  remaining  balance  of  the  Participant's  deferred
compensation accounts, and denial of future participation in the Plan)).

     The Company has reserved the right to amend,  modify or terminate  the
Plans, or suspend any of its provisions, at any time and from time to time,
except that no such amendment,  modification or termination shall adversely
affect the right of each  Participant to the amounts credited to his or her
deferred compensation accounts on the date of such amendment,  modification
or termination.  Upon  termination of the Plans,  the Company shall pay the
Participant's accounts, in its discretion,  in a lump sum or in 5, 10 or 15
installments,  which shall  occur (or, in the case of annual  installments,
commence) by March 1 of the year  following the year of  termination of the
Plans.  The Plans provide that the Company's  selection of a payment method
upon   termination   of  the  Plans   shall  not  be  an  adverse   effect.
Notwithstanding the foregoing two sentences, Participants already receiving
installments  at the time of Plan  termination  would  continue  to receive
their account balances in accordance with their prior elections.

     The Obligations  are not  convertible  into securities of the Company,
except that  Obligations  denominated  as stock units may be converted into
Company  Common Stock upon  distribution  (at the election of a Participant
and with the consent of the Plan  administrator).  The Obligations will not
have the benefit of a negative pledge or any other  affirmative or negative
covenant on the part of the Company.  No trustee has been appointed  having
the  authority  to take action with  respect to the  Obligations,  and each
Participant will be responsible for acting  independently  with respect to,
among other things,  the giving of notices,  responding to any requests for
consents,  waivers, or amendments pertaining to the Obligations,  enforcing
covenants and taking action upon a default.

     Item 5. Interests of Named Experts and Counsel

     The legality of the securities  offered pursuant to this  Registration
Statement  has been passed  upon for the  Company by Jane E. Owens,  Senior
Vice  President,  General  Counsel and Secretary of the Company.  Ms. Owens
owns shares and options to purchase  shares of Common  Stock of the Company
and is a participant in the Management Plan.

     Item 6. Indemnification of Directors and Officers

CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BYLAWS

     The Certificate of  Incorporation  provides that each person who is or
was or had agreed to become a director or officer of the  Company,  or each
such person who is or was serving or who had agreed to serve at the request
of  the  Company  as  a  director   or  officer  of  another   corporation,
partnership,  joint  venture,  trust or  other  enterprise  (each  "Another
Enterprise") (including the heirs,  executors,  administrators or estate of
such person),  will be indemnified by the Company,  in accordance  with the
Company's  Restated Bylaws (the "Bylaws"),  to the fullest extent permitted
from time to time by the Delaware General  Corporation Law (the "DGCL"), as
the  same  exists  or may  hereafter  be  amended  (but,  if  permitted  by
applicable law, in the case of any such amendment,  only to the extent that
such  amendment  permits  the  Company to provide  broader  indemnification
rights  than  said law  permitted  the  Company  to  provide  prior to such
amendment)  or any other  applicable  laws as  presently  or  hereafter  in
effect. The Company may, by action of the Board, provide indemnification to
employees and agents of the Company, and to persons serving as employees or
agents of Another Enterprise,  at the request of the Company, with the same
scope  and  effect  as  the  foregoing  indemnification  of  directors  and
officers.  The Company  shall be required to indemnify  any person  seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such  proceeding (or part thereof) was authorized by
the  Board  or  is  a  proceeding  to  enforce  such   person's   claim  to
indemnification  pursuant  to the  rights  granted  by the  Certificate  of
Incorporation  or otherwise by the  Company.  In addition,  pursuant to the
Certificate of Incorporation,  the Company has entered into agreements with
certain  persons  providing for  indemnification  greater or different than
that provided in the Certificate of Incorporation.  See "-- Indemnification
Agreements."

     The Bylaws  provide  that each person who was or is made a party or is
threatened  to be made a party to or is involved in any  action,  suit,  or
proceeding,  whether civil,  criminal,  administrative  or investigative (a
"Proceeding"),  by reason of the fact that he or she or a person of whom he
or she is the legal  representative  is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another corporation or of Another Enterprise,  including service
with  respect  to  employee  benefit  plans,  whether  the  basis  of  such
Proceeding  is alleged  action in an  official  capacity  as a director  or
officer or in any other  capacity  while  serving as a director or officer,
will be indemnified  and held harmless by the Company to the fullest extent
authorized  by the DGCL as the same  exists or may in the future be amended
(but,  if permitted by applicable  law, in the case of any such  amendment,
only to the  extent  that such  amendment  permits  the  Company to provide
broader  indemnification  rights  than said law  permitted  the  Company to
provide prior to such amendment),  against all expense,  liability and loss
(including  attorneys' fees,  judgments,  fines, Employee Retirement Income
Security Act of 1974,  as amended,  excise  taxes or penalties  and amounts
paid or to be paid in settlement)  reasonably  incurred or suffered by such
person in connection therewith and such indemnification will continue as to
a person who has ceased to be a director  or officer  and will inure to the
benefit  of his or  her  heirs,  executors  and  administrators;  provided,
however, except as described in the second following paragraph with respect
to  Proceedings  to enforce  rights to  indemnification,  the Company  will
indemnify any such person  seeking  indemnification  in  connection  with a
Proceeding  (or  part  thereof)  initiated  by  such  person  only  if such
Proceeding (or part thereof) was authorized by the Board.

     Pursuant to the Bylaws,  to obtain  indemnification,  a claimant is to
submit to the  Company a written  request  for  indemnification.  Upon such
written request by a claimant,  a determination,  if required by applicable
law, with respect to the claimant's  entitlement to indemnification will be
made, (i) if requested by the claimant,  by independent  legal counsel,  or
(ii) if the  claimant  does not so request,  by the Board (a) by a majority
vote of the disinterested  directors even though less than a quorum, (b) if
there are no  disinterested  directors  or the  disinterested  directors so
direct,  by independent legal counsel in a written opinion to the Board, or
(c) if the  disinterested  directors so direct,  by the stockholders of the
Company.  In the event the determination of entitlement to  indemnification
is to be made by independent  legal counsel at the request of the claimant,
the  independent  legal  counsel will be selected by the Board unless there
shall have occurred within two years prior to the date of the  commencement
of the action,  suit or proceeding for which  indemnification  is claimed a
"Change in  Control"  (as  defined in the  Company's  1996 Stock  Incentive
Plan),  in which case the  independent  counsel  shall be  selected  by the
claimant  unless the claimant  requests that such  selection be made by the
Board.

     Pursuant to the Bylaws, if a claim for  indemnification is not paid in
full  by  the   Company   within  30  days   after  a  written   claim  for
indemnification  has been received by the Company,  the claimant may at any
time thereafter bring suit against the Company to recover the unpaid amount
of the claim and, if successful  in whole or in part,  the claimant will be
entitled to be paid also the expense of prosecuting  such claim. The Bylaws
provide that it will be a defense to any such action  (other than an action
brought  to  enforce  a  claim  for  expenses  incurred  in  defending  any
Proceeding  in  advance  of  its  final   disposition  where  the  required
undertaking, if any is required, has been tendered to the Company) that the
claimant  has not met the  standard  of conduct  which make it  permissible
under the DGCL for the Company to  indemnify  the  claimant  for the amount
claimed,  but the burden of proving  such  defense  will be on the Company.
Neither the  failure of the Company  (including,  without  limitation,  the
disinterested directors, independent legal counsel or stockholders) to have
made a  determination  prior  to  the  commencement  of  such  action  that
indemnification  of the claimant is proper in the circumstances  because he
or she  has  met  the  applicable  standards  in the  DGCL,  nor an  actual
determination  by  the  Company  (including  the  disinterested  directors,
independent  legal counsel or  stockholders)  that the claimant has not met
such  applicable  standard of  conduct,  will be a defense to the action or
create a presumption that the claimant has not met the applicable  standard
of  conduct  in  the  DGCL.  However,  the  Company  will  be  bound  by  a
determination  pursuant to the  procedures set forth in the Bylaws that the
claimant  is  entitled  to  indemnification  in  any  judicial   proceeding
commenced pursuant to the Bylaws.

     The Bylaws provide that the right to  indemnification  and the payment
of expenses  incurred in  defending  a  Proceeding  in advance of its final
disposition  conferred  in the Bylaws  will not be  exclusive  of any other
right  which any  person may have or may in the  future  acquire  under any
statute,  provision  of  the  Certificate  of  Incorporation,  the  Bylaws,
agreement,  vote of stockholders or  disinterested  directors or otherwise.
The Bylaws  permit the Company to maintain  insurance,  at its expense,  to
protect itself and any director,  officer, employee or agent of the Company
or Another  Enterprise  against any expense,  liability or loss, whether or
not the Company would have the power to indemnify  such person against such
expense,  liability  or loss  under  the DGCL.  The  Company  has  obtained
directors'  and officers'  liability  insurance  providing  coverage to its
directors and officers.  In addition,  the Bylaws authorize the Company, to
the extent  authorized  from time to time by the Board,  to grant rights to
indemnification  and  rights  to be paid by the  Company  for the  expenses
incurred in defending any  Proceeding in advance of its final  disposition,
to any  employee  or agent of the  Company  to the  fullest  extent  of the
provisions  of  the  Bylaws  with  respect  to  the   indemnification   and
advancement of expenses of directors and officers of the Company.

     The Bylaws provide that the right to indemnification conferred therein
is a contract  right and  includes  the right to be paid by the Company for
the expenses  incurred in defending any  Proceeding in advance of its final
disposition, except that if the DGCL requires, the payment of such expenses
incurred by a director  or officer in his or her  capacity as a director or
officer (and not in any other  capacity in which service was or is rendered
by such person while a director or officer, including,  without limitation,
service to an employee benefit plan) in advance of the final disposition of
a  Proceeding,  will  be made  only  upon  delivery  to the  Company  of an
undertaking  by or on  behalf of such  director  or  officer,  to repay all
amounts so advanced if it is  ultimately  determined  that such director or
officer is not entitled to be indemnified under the Bylaws or otherwise.

FIDUCIARY DUTIES

     The  Certificate  of  Incorporation  provides  that a director  of the
Company will not be  personally  liable to the Company or its  stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability  (i) for any  breach of the  director's  duty of  loyalty  to the
Company or its  stockholders,  (ii) for acts or omissions not in good faith
or which  involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the DGCL,  which concerns  unlawful  payments of
dividends,  stock purchases or redemptions or (iv) for any transaction from
which the director derived an improper personal benefit.

     While  the  Certificate  of  Incorporation   provides  directors  with
protection  from awards for monetary  damages for breaches of their duty of
care, it does not eliminate  such duty.  Accordingly,  the  Certificate  of
Incorporation will have no effect on the availability of equitable remedies
such as an injunction or rescission based on a director's  breach of his or
her duty of care.

INDEMNIFICATION AGREEMENTS

     The Company is party to  indemnification  agreements  with each of its
directors  and  certain  of  its  officers   (each,   an   "Indemnification
Agreement,"  and,  collectively,  the  "Indemnification  Agreements").  The
Indemnification  Agreements,  among  other  things,  require the Company to
indemnify the directors and such officers to the fullest  extent  permitted
by law, and to advance to the  directors all related  expenses,  subject to
reimbursement if it is subsequently  determined that indemnification is not
permitted.  The  Company  must also  indemnify  and  advance  all  expenses
incurred  by   directors   seeking  to  enforce   their  rights  under  the
Indemnification Agreements, and cover directors and such officers under the
Company's  directors'  and  officers'  liability  insurance.  Although  the
Indemnification  Agreements  will  offer  substantially  the same  scope of
coverage afforded by provisions in the Certificate of Incorporation and the
Bylaws,  they provide  greater  assurance to  directors  and officers  that
indemnification  will be available,  because, as contracts,  they cannot be
modified  unilaterally in the future by the Board or by the stockholders to
eliminate the rights  provided,  an action that is possible with respect to
the  relevant  provisions  of  the  Bylaws,  at  least  as  to  prospective
elimination of such rights.

     There has not been in the past and there is not presently  pending any
litigation or proceeding involving a director,  officer,  employee or agent
of the Company in which  indemnification  would be required or permitted by
the Indemnification  Agreements. In addition, the Board is not aware of any
threatened  litigation  or  proceeding  which  may  result  in a claim  for
indemnification under any Indemnification Agreement.

     The DGCL provides that a contract between a corporation and a director
thereof is not void or voidable  solely because the interested  director is
present at the  meeting  authorizing  the  contract if the  material  facts
relating to the contract are known to the board of directors  and the board
of directors in good faith  authorizes the contract by the affirmative vote
of a  majority  of  the  disinterested  directors,  or the  material  facts
relating to the contract are known to the stockholders and the stockholders
in good  faith  authorize  the  contract,  or the  contract  is fair to the
corporation at the time it is authorized or approved.

STATE LAW PROVISIONS

     The Company is  incorporated  under the laws of the State of Delaware.
Section  145(a)  of the  DGCL  provides  that a  Delaware  corporation  may
indemnify any person who was, is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or investigative  (other than an action by or in
the  right of the  corporation),  by reason of the fact that he is or was a
director,  officer,  employee  or  agent  of the  corporation  or is or was
serving at the request of such corporation as a director, officer, employee
or  agent  of  Another  Enterprise.  The  indemnity  may  include  expenses
(including  attorney's  fees),   judgments,   fines  and  amounts  paid  in
settlement  actually and  reasonably  incurred by such person in connection
with such action,  suit or  proceeding,  provided such person acted in good
faith  and in a manner  such  person  reasonably  believed  to be in or not
opposed to the best interests of the corporation,  and, with respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.

     Section  145(b) of the DGCL provides that a Delaware  corporation  may
indemnify any person who was, is or is threatened to be made a party to any
threatened,  pending or completed  action or suit by or in the right of the
corporation  by reason of the fact  that  such  person  acted in any of the
capacities set forth above,  against expenses  (including  attorney's fees)
actually  and  reasonably  incurred by such person in  connection  with the
defense or settlement of such action or suit, provided such person acted in
good faith and in a manner such person reasonably  believed to be in or not
opposed  to  the  best  interests  of  the  corporation,   except  that  no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the  corporation
unless and only to the extent  that the court in which such  action or suit
was brought shall  determine  that despite the  adjudication  of liability,
such person is fairly and reasonably  entitled to be  indemnified  for such
expenses which the court shall deem proper.

     Section 145 of the DGCL further provides that to the extent a director
or officer  of a  corporation  has been  successful  in the  defense of any
action,  suit or proceeding referred to in subsections 145(a) and 145(b) or
in the defense of any claim, issue or matter therein,  such person shall be
indemnified against expenses actually and reasonably incurred in connection
therewith;  that  indemnification  provided  for by Section 145 of the DGCL
shall not be deemed  exclusive of any other rights to which the indemnified
party may be entitled;  and that the  corporation may purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have
the power to indemnify him against such liabilities  under such Section 145
of the DGCL.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1    --                Restated Certificate of Incorporation of the
                         Company filed as Exhibit 3(a) to the Form 10.*

4.2    --                Bylaws of the Company filed as Exhibit 3(b) to the
                         Form 10-K for the year ended January 3, 1998.*

4.3    --                Form of Rights Agreement between the Company and
                         the Rights Agent named therein filed as Exhibit 4
                         to the Form 10.*

4.4    --                The Dial Corporation Amended and Restated
                         Management Deferred Compensation Plan filed as
                         Exhibit 10(l) to the Form 10-K for the year ended
                         January 3, 1998.*

4.5    --                The Dial Corporation Amended and Restated
                         Directors Deferred Compensation Plan filed as
                         Exhibit 10(k) to the Form 10-K for the year ended
                         January 3, 1998.*

5      --                Opinion of counsel as to the legality of
                         obligations and securities offered under the
                         Plans.

23.1   --                Consent of Deloitte & Touche LLP.

23.2   --                Consent of counsel (included on Exhibit 5 hereto).

24     --                Power of Attorney (included on signature page of
                         this Registration Statement).

-------------------------

*    Incorporated herein by reference.

     Item 9. Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of 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;

               (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  paragraphs (i) and (ii) 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 Company  pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company 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 Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company 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 Company 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.



                                 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 Scottsdale, State of Arizona, on
June 11, 1998.

                                 THE DIAL CORPORATION


                                 /s/Malcolm Jozoff
                                 --------------------------------------
                                 By:  Malcolm Jozoff
                                 Its: President and Chief Executive Officer


                             POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes
Malcolm Jozoff and Susan J. Riley and each of them as attorneys-in-fact,
with full power of substitution and resubstitution, to execute in the name
and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments, as fully as such person
could do in person, hereby verifying and confirming all that such
attorneys-in-fact, or their 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 by the following persons in the
capacities indicated on June 10, 1998.

           SIGNATURE                                      TITLE
----------------------------                      ------------------------
                                                  
                                                  
/s/Malcolm Jozoff                                 Chairman of the Board, 
----------------------------                      President and Chief 
Malcolm Jozoff                                    Executive Officer

                                                  
/s/Susan J. Riley                                 Senior Vice President and 
----------------------------                      Chief Financial Officer 
Susan J. Riley                                    (principal financial and 
                                                  accounting officer)

/s/Joy A. Amundson                                Director
---------------------------- 
Joy A. Amundson


/s/Herbert M. Baum                                Director
---------------------------- 
Herbert M. Baum


/s/Joe T. Ford                                    Director
---------------------------- 
Joe T. Ford


/s/Thomas L. Gossage                              Director
---------------------------- 
Thomas L. Gossage


/s/Donald E. Guinn                                Director
---------------------------- 
Donald E. Guinn


/s/Michael T. Riordan                             Director
---------------------------- 
Michael T. Riordan


/s/Barbara S. Thomas                              Director
---------------------------- 
Barbara S. Thomas


/s/Salvador Villar                                Director
---------------------------- 
Salvador Villar



Constituting a majority of the Board of Directors.


                             INDEX TO EXHIBITS

Exhibit Number                          Description
--------------                          -----------

     4.1                 Restated Certificate of Incorporation of the
                         Company filed as Exhibit 3(a) to the Form 10.*

     4.2                 Bylaws of the Company filed as Exhibit 3(b) to the
                         Form 10-K for the year ended January 3, 1998.*

     4.3                 Form of Rights Agreement between the Company and
                         the Rights Agent named therein filed as Exhibit 4
                         to the Form 10.*

     4.4                 The Dial Corporation Amended and Restated
                         Management Deferred Compensation Plan filed as
                         Exhibit 10(l) to the Form 10-K for the year ended
                         January 3, 1998.*

     4.5                 The Dial Corporation Amended and Restated
                         Directors Deferred Compensation Plan filed as
                         Exhibit 10(k) to the Form 10-K for the year ended
                         January 3, 1998.*

     5                   Opinion of counsel as to the legality of
                         obligations and securities offered under the
                         Plans.

     23.1                Consent of Deloitte & Touche LLP.

     23.2                Consent of counsel (included on Exhibit 5 hereto).

     24                  Power of Attorney (included on signature page of
                         this Registration Statement).

----------------------------

*    Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 42043}]
{"company-data": {"conformed-name": "DIAL CORP /NEW/", "cik": "0001016179", "assigned-sic": "2840", "irs-number": "510374887", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56607", "film-number": "98646535"}, "business-address": {"street1": "15501 NORTH DIAL BOULEVARD", "street2": "1850 NORTH CENTRAL AVE", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260-1619", "phone": "602-754-3425"}, "mail-address": {"street1": "1850 NORTH CENTRAL AVE", "city": "PHOENIX", "state": "AZ", "zip": "85077"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1998
                                                   REGISTRATION NO. 33-________
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                            THE DIAL CORPORATION
           (Exact name of registrant as specified in its charter)

              DELAWARE                                         51-0374887
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)
                
                         15501 NORTH DIAL BOULEVARD
                       SCOTTSDALE, ARIZONA 85260-1619
           (Address of registrant's principal executive offices)

                 THE DIAL CORPORATION AMENDED AND RESTATED
                   MANAGEMENT DEFERRED COMPENSATION PLAN

                 THE DIAL CORPORATION AMENDED AND RESTATED
                    DIRECTORS DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                               JANE E. OWENS
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            THE DIAL CORPORATION
                         15501 NORTH DIAL BOULEVARD
                       SCOTTSDALE, ARIZONA 85260-1619
                               (602) 754-3425
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF
            TO BE REGISTERED               REGISTERED(1)       PER SHARE         OFFERING PRICE     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(2)       $17,000,000          100%           $17,000,000(3)        $5015
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share         150,000         $24.00          $ 3,600,000(4)        $1062
========================================================================================================================
(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act of 1933. This
Registration Statement also pertains to rights to purchase shares of Junior
Participating Preferred Stock of the Registrant (the "Rights"). One Right
is included with each share of Common Stock. Until the occurrence of
certain prescribed events, the Rights are not exercisable, are evidenced by
the certificates for the Common Stock and will be transferred along with
and only with such Common Stock. Thereafter, separate Rights certificates
will be issued representing one Right for each share of Common Stock held,
subject to adjustment pursuant to antidilution provisions.

(2) The Deferred Compensation Obligations are unsecured obligations of The
Dial Corporation to pay deferred compensation in the future in accordance
with the terms of The Dial Corporation Amended and Restated Management
Deferred Compensation Plan and The Dial Corporation Amended and Restated
Directors Deferred Compensation Plan (whichever may apply).

(3) Pursuant to Rule 457(h), estimated solely for the purpose of
calculating the registration fee.

(4) Pursuant to Rule 457(c) and (h), estimated on the basis of the average
of the high and low sales prices of a share of Common Stock on the New York
Stock Exchange on June 8, 1998.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     The following documents  previously filed by The Dial Corporation (the
"Company") with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:

          (1) The  Company's  Annual Report on Form 10-K for the year ended
     January 3, 1998;

          (2) The Company's Quarterly Report on Form 10-Q for the quarterly
     period ended April 4, 1998;

          (3) The Company's  Current  Reports on Form 8-K dated January 27,
     1998 and April 21, 1998;

          (4) The  description of the Company's  Common Stock  contained in
     Registration  Statement  No.  1-11793  of the  Company  on Form 10, as
     amended (the "Form 10") filed by the Company under the  Securities Act
     of 1933 (the "Securities Act"); and

          (5) The description of the Rights contained in the Company's Form
     10.

     In addition,  all documents filed by the Company  pursuant to Sections
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 which indicates that all securities offered hereby have been sold
or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated in this  Registration  Statement by reference 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 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

     The following  discussion of The Dial Corporation Amended and Restated
Management Deferred  Compensation Plan (the "Management Plan") and The Dial
Corporation Amended and Restated Directors Deferred  Compensation Plan (the
"Director  Plan")  (collectively,  the  "Plans")  is not a  complete  legal
description  of the Plans (or of the deferred  compensation  obligations of
the Company to participants in the Plans), and is qualified in its entirety
by the full text of the Plans. The filing of this Registration Statement on
Form S-8 is not,  and should not be  construed  as, an  admission  that the
deferred compensation  obligations  constitute securities as defined by any
applicable  federal,  state  or local  law,  or that  registration  of such
obligations is required under any such law.

     The Plans are nonqualified  deferred  compensation  plans for eligible
senior management and directors (the "Participants") of the Company and its
subsidiaries.  Under the Plans, the Company will provide  Participants with
the opportunity to defer salary,  bonuses and director retainer and meeting
fees (whichever may apply) in accordance with the terms of the Plans.

     Amounts  deferred by a Participant  pursuant to the Plans are credited
by book entry to one or more deferred  compensation  accounts maintained on
behalf  of  the  Participant.   The  value  of  a  Participant's   deferred
compensation accounts is based on the performance of the investment options
selected by the  Participant  (including the Company stock unit  investment
option  discussed  below),  but there is no  requirement  that any  amounts
actually  be  invested  in  the  investment   options.   Participants   may
redesignate amounts credited to their deferred  compensation accounts among
the available investment options on a quarterly basis.

     Unless  otherwise   delegated  to  a  committee  comprised  of  senior
executives  of the Company,  the  Executive  Compensation  Committee of the
Board of Directors of the Company is the  administrator  of the  Management
Plan and the Board of Directors is the  administrator of the Director Plan.
The Plan  administrator has the sole discretion to make all  determinations
required under the Plans  (including  the selection,  from time to time, of
investment options).

     Participants  in both the  Management  Plan and the Director  Plan may
elect to have  deferral  amounts  allocated as stock units which mirror the
performance of the Company's  Common Stock.  Under the Management Plan, but
not the Director  Plan,  Participants  who elect to have  deferral  amounts
initially deferred as stock units shall receive  allocations of stock units
having a fair market  value on the  allocation  date of 125% of the amounts
being  deferred.  Stock  units in excess  of those  which  would  have been
allocated  based on the fair market value of Company's  Common Stock on the
allocation  date vest on the last day of the second full year following the
year in which such units are allocated.  Upon  termination of employment of
any  Participant in the Management  Plan for any reason other than death or
disability,  all  unvested  stock  units  shall be  immediately  forfeited.
Unvested stock units may not be reallocated among other investment  options
available  under the  Management  Plan  prior to  vesting.  As with all the
investment  options  available under the Plans,  Participants bear the risk
that the  Company's  Common  Stock  will  decrease  during  the  period  of
deferral.

     The obligations of the Company under the Plans (the "Obligations") are
unsecured general obligations of the Company to pay in the future the value
of  the  deferred   compensation   accounts  as  adjusted  to  reflect  the
performance,  whether  positive or  negative,  of the  selected  investment
options  during the deferral  period,  in accordance  with the terms of the
Plans.  The  Obligations  rank  pari  passu  with the other  unsecured  and
unsubordinated  indebtedness of the Company from time to time  outstanding.
The Company has entered  into trust  arrangements  in respect of the Plans,
but these trust  arrangements  do not, and are not intended to,  change the
status of the Obligations as unsecured general obligations of the Company.

     As a general rule, each  Participant  must elect that  distribution of
his  or  her  account   balances  shall  occur  upon  retirement  or  other
termination of employment in a lump sum payment or in annual  installments.
Participants  may also  elect to  receive  a lump sum  distribution  upon a
Change  in  Control  of  the  Company  or to  allow  their  retirement  and
termination elections to remain in effect following a Change in Control. In
addition, upon making each year's deferral election, Participants may elect
to receive the amounts  deferred in respect of that year  (together with or
less any gains or losses on those amounts) in a lump sum in a year not less
than  two  full  years  following  the  year  of  deferral.   With  certain
exceptions,   distributions   shall  occur  (or,  in  the  case  of  annual
installments,  commence) by March 1 of the year following the year in which
the event occurs which gives rise to the right to the distribution.

     A Participant's interest in his or her deferred compensation accounts,
and thus his or her right to the Obligations, generally cannot be assigned,
transferred,  garnished,  pledged or encumbered.  The  Obligations  are not
subject to redemption at the election of the Participant  (whether in whole
or in part) prior to the  distribution  dates  selected by the  Participant
(except  (i)  as  a  hardship   withdrawal   upon  the   occurrence  of  an
unforeseeable  financial  emergency or (ii) upon a complete withdrawal from
the  applicable  Plan  (resulting in the forfeiture of unvested stock units
and  of  10%  of  the  remaining  balance  of  the  Participant's  deferred
compensation accounts, and denial of future participation in the Plan)).

     The Company has reserved the right to amend,  modify or terminate  the
Plans, or suspend any of its provisions, at any time and from time to time,
except that no such amendment,  modification or termination shall adversely
affect the right of each  Participant to the amounts credited to his or her
deferred compensation accounts on the date of such amendment,  modification
or termination.  Upon  termination of the Plans,  the Company shall pay the
Participant's accounts, in its discretion,  in a lump sum or in 5, 10 or 15
installments,  which shall  occur (or, in the case of annual  installments,
commence) by March 1 of the year  following the year of  termination of the
Plans.  The Plans provide that the Company's  selection of a payment method
upon   termination   of  the  Plans   shall  not  be  an  adverse   effect.
Notwithstanding the foregoing two sentences, Participants already receiving
installments  at the time of Plan  termination  would  continue  to receive
their account balances in accordance with their prior elections.

     The Obligations  are not  convertible  into securities of the Company,
except that  Obligations  denominated  as stock units may be converted into
Company  Common Stock upon  distribution  (at the election of a Participant
and with the consent of the Plan  administrator).  The Obligations will not
have the benefit of a negative pledge or any other  affirmative or negative
covenant on the part of the Company.  No trustee has been appointed  having
the  authority  to take action with  respect to the  Obligations,  and each
Participant will be responsible for acting  independently  with respect to,
among other things,  the giving of notices,  responding to any requests for
consents,  waivers, or amendments pertaining to the Obligations,  enforcing
covenants and taking action upon a default.

     Item 5. Interests of Named Experts and Counsel

     The legality of the securities  offered pursuant to this  Registration
Statement  has been passed  upon for the  Company by Jane E. Owens,  Senior
Vice  President,  General  Counsel and Secretary of the Company.  Ms. Owens
owns shares and options to purchase  shares of Common  Stock of the Company
and is a participant in the Management Plan.

     Item 6. Indemnification of Directors and Officers

CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BYLAWS

     The Certificate of  Incorporation  provides that each person who is or
was or had agreed to become a director or officer of the  Company,  or each
such person who is or was serving or who had agreed to serve at the request
of  the  Company  as  a  director   or  officer  of  another   corporation,
partnership,  joint  venture,  trust or  other  enterprise  (each  "Another
Enterprise") (including the heirs,  executors,  administrators or estate of
such person),  will be indemnified by the Company,  in accordance  with the
Company's  Restated Bylaws (the "Bylaws"),  to the fullest extent permitted
from time to time by the Delaware General  Corporation Law (the "DGCL"), as
the  same  exists  or may  hereafter  be  amended  (but,  if  permitted  by
applicable law, in the case of any such amendment,  only to the extent that
such  amendment  permits  the  Company to provide  broader  indemnification
rights  than  said law  permitted  the  Company  to  provide  prior to such
amendment)  or any other  applicable  laws as  presently  or  hereafter  in
effect. The Company may, by action of the Board, provide indemnification to
employees and agents of the Company, and to persons serving as employees or
agents of Another Enterprise,  at the request of the Company, with the same
scope  and  effect  as  the  foregoing  indemnification  of  directors  and
officers.  The Company  shall be required to indemnify  any person  seeking
indemnification in connection with a proceeding (or part thereof) initiated
by such person only if such  proceeding (or part thereof) was authorized by
the  Board  or  is  a  proceeding  to  enforce  such   person's   claim  to
indemnification  pursuant  to the  rights  granted  by the  Certificate  of
Incorporation  or otherwise by the  Company.  In addition,  pursuant to the
Certificate of Incorporation,  the Company has entered into agreements with
certain  persons  providing for  indemnification  greater or different than
that provided in the Certificate of Incorporation.  See "-- Indemnification
Agreements."

     The Bylaws  provide  that each person who was or is made a party or is
threatened  to be made a party to or is involved in any  action,  suit,  or
proceeding,  whether civil,  criminal,  administrative  or investigative (a
"Proceeding"),  by reason of the fact that he or she or a person of whom he
or she is the legal  representative  is or was a director or officer of the
Company or is or was serving at the request of the Company as a director or
officer of another corporation or of Another Enterprise,  including service
with  respect  to  employee  benefit  plans,  whether  the  basis  of  such
Proceeding  is alleged  action in an  official  capacity  as a director  or
officer or in any other  capacity  while  serving as a director or officer,
will be indemnified  and held harmless by the Company to the fullest extent
authorized  by the DGCL as the same  exists or may in the future be amended
(but,  if permitted by applicable  law, in the case of any such  amendment,
only to the  extent  that such  amendment  permits  the  Company to provide
broader  indemnification  rights  than said law  permitted  the  Company to
provide prior to such amendment),  against all expense,  liability and loss
(including  attorneys' fees,  judgments,  fines, Employee Retirement Income
Security Act of 1974,  as amended,  excise  taxes or penalties  and amounts
paid or to be paid in settlement)  reasonably  incurred or suffered by such
person in connection therewith and such indemnification will continue as to
a person who has ceased to be a director  or officer  and will inure to the
benefit  of his or  her  heirs,  executors  and  administrators;  provided,
however, except as described in the second following paragraph with respect
to  Proceedings  to enforce  rights to  indemnification,  the Company  will
indemnify any such person  seeking  indemnification  in  connection  with a
Proceeding  (or  part  thereof)  initiated  by  such  person  only  if such
Proceeding (or part thereof) was authorized by the Board.

     Pursuant to the Bylaws,  to obtain  indemnification,  a claimant is to
submit to the  Company a written  request  for  indemnification.  Upon such
written request by a claimant,  a determination,  if required by applicable
law, with respect to the claimant's  entitlement to indemnification will be
made, (i) if requested by the claimant,  by independent  legal counsel,  or
(ii) if the  claimant  does not so request,  by the Board (a) by a majority
vote of the disinterested  directors even though less than a quorum, (b) if
there are no  disinterested  directors  or the  disinterested  directors so
direct,  by independent legal counsel in a written opinion to the Board, or
(c) if the  disinterested  directors so direct,  by the stockholders of the
Company.  In the event the determination of entitlement to  indemnification
is to be made by independent  legal counsel at the request of the claimant,
the  independent  legal  counsel will be selected by the Board unless there
shall have occurred within two years prior to the date of the  commencement
of the action,  suit or proceeding for which  indemnification  is claimed a
"Change in  Control"  (as  defined in the  Company's  1996 Stock  Incentive
Plan),  in which case the  independent  counsel  shall be  selected  by the
claimant  unless the claimant  requests that such  selection be made by the
Board.

     Pursuant to the Bylaws, if a claim for  indemnification is not paid in
full  by  the   Company   within  30  days   after  a  written   claim  for
indemnification  has been received by the Company,  the claimant may at any
time thereafter bring suit against the Company to recover the unpaid amount
of the claim and, if successful  in whole or in part,  the claimant will be
entitled to be paid also the expense of prosecuting  such claim. The Bylaws
provide that it will be a defense to any such action  (other than an action
brought  to  enforce  a  claim  for  expenses  incurred  in  defending  any
Proceeding  in  advance  of  its  final   disposition  where  the  required
undertaking, if any is required, has been tendered to the Company) that the
claimant  has not met the  standard  of conduct  which make it  permissible
under the DGCL for the Company to  indemnify  the  claimant  for the amount
claimed,  but the burden of proving  such  defense  will be on the Company.
Neither the  failure of the Company  (including,  without  limitation,  the
disinterested directors, independent legal counsel or stockholders) to have
made a  determination  prior  to  the  commencement  of  such  action  that
indemnification  of the claimant is proper in the circumstances  because he
or she  has  met  the  applicable  standards  in the  DGCL,  nor an  actual
determination  by  the  Company  (including  the  disinterested  directors,
independent  legal counsel or  stockholders)  that the claimant has not met
such  applicable  standard of  conduct,  will be a defense to the action or
create a presumption that the claimant has not met the applicable  standard
of  conduct  in  the  DGCL.  However,  the  Company  will  be  bound  by  a
determination  pursuant to the  procedures set forth in the Bylaws that the
claimant  is  entitled  to  indemnification  in  any  judicial   proceeding
commenced pursuant to the Bylaws.

     The Bylaws provide that the right to  indemnification  and the payment
of expenses  incurred in  defending  a  Proceeding  in advance of its final
disposition  conferred  in the Bylaws  will not be  exclusive  of any other
right  which any  person may have or may in the  future  acquire  under any
statute,  provision  of  the  Certificate  of  Incorporation,  the  Bylaws,
agreement,  vote of stockholders or  disinterested  directors or otherwise.
The Bylaws  permit the Company to maintain  insurance,  at its expense,  to
protect itself and any director,  officer, employee or agent of the Company
or Another  Enterprise  against any expense,  liability or loss, whether or
not the Company would have the power to indemnify  such person against such
expense,  liability  or loss  under  the DGCL.  The  Company  has  obtained
directors'  and officers'  liability  insurance  providing  coverage to its
directors and officers.  In addition,  the Bylaws authorize the Company, to
the extent  authorized  from time to time by the Board,  to grant rights to
indemnification  and  rights  to be paid by the  Company  for the  expenses
incurred in defending any  Proceeding in advance of its final  disposition,
to any  employee  or agent of the  Company  to the  fullest  extent  of the
provisions  of  the  Bylaws  with  respect  to  the   indemnification   and
advancement of expenses of directors and officers of the Company.

     The Bylaws provide that the right to indemnification conferred therein
is a contract  right and  includes  the right to be paid by the Company for
the expenses  incurred in defending any  Proceeding in advance of its final
disposition, except that if the DGCL requires, the payment of such expenses
incurred by a director  or officer in his or her  capacity as a director or
officer (and not in any other  capacity in which service was or is rendered
by such person while a director or officer, including,  without limitation,
service to an employee benefit plan) in advance of the final disposition of
a  Proceeding,  will  be made  only  upon  delivery  to the  Company  of an
undertaking  by or on  behalf of such  director  or  officer,  to repay all
amounts so advanced if it is  ultimately  determined  that such director or
officer is not entitled to be indemnified under the Bylaws or otherwise.

FIDUCIARY DUTIES

     The  Certificate  of  Incorporation  provides  that a director  of the
Company will not be  personally  liable to the Company or its  stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability  (i) for any  breach of the  director's  duty of  loyalty  to the
Company or its  stockholders,  (ii) for acts or omissions not in good faith
or which  involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the DGCL,  which concerns  unlawful  payments of
dividends,  stock purchases or redemptions or (iv) for any transaction from
which the director derived an improper personal benefit.

     While  the  Certificate  of  Incorporation   provides  directors  with
protection  from awards for monetary  damages for breaches of their duty of
care, it does not eliminate  such duty.  Accordingly,  the  Certificate  of
Incorporation will have no effect on the availability of equitable remedies
such as an injunction or rescission based on a director's  breach of his or
her duty of care.

INDEMNIFICATION AGREEMENTS

     The Company is party to  indemnification  agreements  with each of its
directors  and  certain  of  its  officers   (each,   an   "Indemnification
Agreement,"  and,  collectively,  the  "Indemnification  Agreements").  The
Indemnification  Agreements,  among  other  things,  require the Company to
indemnify the directors and such officers to the fullest  extent  permitted
by law, and to advance to the  directors all related  expenses,  subject to
reimbursement if it is subsequently  determined that indemnification is not
permitted.  The  Company  must also  indemnify  and  advance  all  expenses
incurred  by   directors   seeking  to  enforce   their  rights  under  the
Indemnification Agreements, and cover directors and such officers under the
Company's  directors'  and  officers'  liability  insurance.  Although  the
Indemnification  Agreements  will  offer  substantially  the same  scope of
coverage afforded by provisions in the Certificate of Incorporation and the
Bylaws,  they provide  greater  assurance to  directors  and officers  that
indemnification  will be available,  because, as contracts,  they cannot be
modified  unilaterally in the future by the Board or by the stockholders to
eliminate the rights  provided,  an action that is possible with respect to
the  relevant  provisions  of  the  Bylaws,  at  least  as  to  prospective
elimination of such rights.

     There has not been in the past and there is not presently  pending any
litigation or proceeding involving a director,  officer,  employee or agent
of the Company in which  indemnification  would be required or permitted by
the Indemnification  Agreements. In addition, the Board is not aware of any
threatened  litigation  or  proceeding  which  may  result  in a claim  for
indemnification under any Indemnification Agreement.

     The DGCL provides that a contract between a corporation and a director
thereof is not void or voidable  solely because the interested  director is
present at the  meeting  authorizing  the  contract if the  material  facts
relating to the contract are known to the board of directors  and the board
of directors in good faith  authorizes the contract by the affirmative vote
of a  majority  of  the  disinterested  directors,  or the  material  facts
relating to the contract are known to the stockholders and the stockholders
in good  faith  authorize  the  contract,  or the  contract  is fair to the
corporation at the time it is authorized or approved.

STATE LAW PROVISIONS

     The Company is  incorporated  under the laws of the State of Delaware.
Section  145(a)  of the  DGCL  provides  that a  Delaware  corporation  may
indemnify any person who was, is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or investigative  (other than an action by or in
the  right of the  corporation),  by reason of the fact that he is or was a
director,  officer,  employee  or  agent  of the  corporation  or is or was
serving at the request of such corporation as a director, officer, employee
or  agent  of  Another  Enterprise.  The  indemnity  may  include  expenses
(including  attorney's  fees),   judgments,   fines  and  amounts  paid  in
settlement  actually and  reasonably  incurred by such person in connection
with such action,  suit or  proceeding,  provided such person acted in good
faith  and in a manner  such  person  reasonably  believed  to be in or not
opposed to the best interests of the corporation,  and, with respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.

     Section  145(b) of the DGCL provides that a Delaware  corporation  may
indemnify any person who was, is or is threatened to be made a party to any
threatened,  pending or completed  action or suit by or in the right of the
corporation  by reason of the fact  that  such  person  acted in any of the
capacities set forth above,  against expenses  (including  attorney's fees)
actually  and  reasonably  incurred by such person in  connection  with the
defense or settlement of such action or suit, provided such person acted in
good faith and in a manner such person reasonably  believed to be in or not
opposed  to  the  best  interests  of  the  corporation,   except  that  no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the  corporation
unless and only to the extent  that the court in which such  action or suit
was brought shall  determine  that despite the  adjudication  of liability,
such person is fairly and reasonably  entitled to be  indemnified  for such
expenses which the court shall deem proper.

     Section 145 of the DGCL further provides that to the extent a director
or officer  of a  corporation  has been  successful  in the  defense of any
action,  suit or proceeding referred to in subsections 145(a) and 145(b) or
in the defense of any claim, issue or matter therein,  such person shall be
indemnified against expenses actually and reasonably incurred in connection
therewith;  that  indemnification  provided  for by Section 145 of the DGCL
shall not be deemed  exclusive of any other rights to which the indemnified
party may be entitled;  and that the  corporation may purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability  asserted  against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have
the power to indemnify him against such liabilities  under such Section 145
of the DGCL.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1    --                Restated Certificate of Incorporation of the
                         Company filed as Exhibit 3(a) to the Form 10.*

4.2    --                Bylaws of the Company filed as Exhibit 3(b) to the
                         Form 10-K for the year ended January 3, 1998.*

4.3    --                Form of Rights Agreement between the Company and
                         the Rights Agent named therein filed as Exhibit 4
                         to the Form 10.*

4.4    --                The Dial Corporation Amended and Restated
                         Management Deferred Compensation Plan filed as
                         Exhibit 10(l) to the Form 10-K for the year ended
                         January 3, 1998.*

4.5    --                The Dial Corporation Amended and Restated
                         Directors Deferred Compensation Plan filed as
                         Exhibit 10(k) to the Form 10-K for the year ended
                         January 3, 1998.*

5      --                Opinion of counsel as to the legality of
                         obligations and securities offered under the
                         Plans.

23.1   --                Consent of Deloitte & Touche LLP.

23.2   --                Consent of counsel (included on Exhibit 5 hereto).

24     --                Power of Attorney (included on signature page of
                         this Registration Statement).

-------------------------

*    Incorporated herein by reference.

     Item 9. Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of 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;

               (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  paragraphs (i) and (ii) 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 Company  pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) 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.

          (c) 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.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company 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 Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company 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 Company 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.

                                 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 Scottsdale, State of Arizona, on
June 11, 1998.

                                 THE DIAL CORPORATION

                                 /s/Malcolm Jozoff
                                 --------------------------------------
                                 By:  Malcolm Jozoff
                                 Its: President and Chief Executive Officer

                             POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes
Malcolm Jozoff and Susan J. Riley and each of them as attorneys-in-fact,
with full power of substitution and resubstitution, to execute in the name
and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments, as fully as such person
could do in person, hereby verifying and confirming all that such
attorneys-in-fact, or their 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 by the following persons in the
capacities indicated on June 10, 1998.

           SIGNATURE                                      TITLE
----------------------------                      ------------------------
                                                  
                                                  
/s/Malcolm Jozoff                                 Chairman of the Board, 
----------------------------                      President and Chief 
Malcolm Jozoff                                    Executive Officer

                                                  
/s/Susan J. Riley                                 Senior Vice President and 
----------------------------                      Chief Financial Officer 
Susan J. Riley                                    (principal financial and 
                                                  accounting officer)

/s/Joy A. Amundson                                Director
---------------------------- 
Joy A. Amundson

/s/Herbert M. Baum                                Director
---------------------------- 
Herbert M. Baum

/s/Joe T. Ford                                    Director
---------------------------- 
Joe T. Ford

/s/Thomas L. Gossage                              Director
---------------------------- 
Thomas L. Gossage

/s/Donald E. Guinn                                Director
---------------------------- 
Donald E. Guinn

/s/Michael T. Riordan                             Director
---------------------------- 
Michael T. Riordan

/s/Barbara S. Thomas                              Director
---------------------------- 
Barbara S. Thomas

/s/Salvador Villar                                Director
---------------------------- 
Salvador Villar

Constituting a majority of the Board of Directors.

                             INDEX TO EXHIBITS

Exhibit Number                          Description
--------------                          -----------

     4.1                 Restated Certificate of Incorporation of the
                         Company filed as Exhibit 3(a) to the Form 10.*

     4.2                 Bylaws of the Company filed as Exhibit 3(b) to the
                         Form 10-K for the year ended January 3, 1998.*

     4.3                 Form of Rights Agreement between the Company and
                         the Rights Agent named therein filed as Exhibit 4
                         to the Form 10.*

     4.4                 The Dial Corporation Amended and Restated
                         Management Deferred Compensation Plan filed as
                         Exhibit 10(l) to the Form 10-K for the year ended
                         January 3, 1998.*

     4.5                 The Dial Corporation Amended and Restated
                         Directors Deferred Compensation Plan filed as
                         Exhibit 10(k) to the Form 10-K for the year ended
                         January 3, 1998.*

     5                   Opinion of counsel as to the legality of
                         obligations and securities offered under the
                         Plans.

     23.1                Consent of Deloitte & Touche LLP.

     23.2                Consent of counsel (included on Exhibit 5 hereto).

     24                  Power of Attorney (included on signature page of
                         this Registration Statement).

----------------------------

*    Incorporated herein by reference.