As filed with the Securities and Exchange Commission on December 23, 1998. 
Registration No. 33-__________


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

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

                             WATSON WYATT & COMPANY
             (Exact name of registrant as specified in its charter)
         Delaware                                        53-018291
(State or other Jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)
                       6707 Democracy Boulevard, Suite 800
                          Bethesda, Maryland 20817-1129
           (Address of principal executive office, including zip code)

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

                             Walter W. Bardenwerper
                  Vice President, General Counsel and Secretary
                             Watson Wyatt & Company
                       6707 Democracy Boulevard, Suite 800
                               Bethesda, MD 20817
                               (301) 581-4600
(Name, address, and telephone number, including area code, of agent for service)
                                ---------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================== ---------------------- ------------------------ ----------------------- ===================
<S>                      <C>                     <C>                      <C>                     <C>
  Title of Securities        Amount to be          Proposed Maximum         Proposed Maximum         Amount of
   to be Registered           Registered            Offering Price         Aggregate Offering     Registration Fee
                                                       Per Share                 Price
======================== ====================== ======================== ======================= ===================
     Common Stock             1,700,000 1                $6.05                $10,285,000            $3,916.10
======================== ====================== ======================== ======================= ===================

Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also relates to the registrant's Form S-8 Registration  Statement (No.
33-317553) filed on December 10, 1996.
<FN>

1    Registration  fee is  being  paid  for  1,700,000  shares  currently  being
     registered  hereunder.  A registration  fee has previously  been paid as to
     3,700,000  shares,  1,319,009 shares of which this  registration  statement
     relates  to  pursuant  to Rule 429 under the  Securities  Act of 1933.  The
     amount of the filing fee  previously  paid  associated  with the securities
     being carried forward was $881.12.

</FN>
</TABLE>


<PAGE>


                                                                 
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Registrant's  prior  registration  statement  on Form S-8 (File No.  33-317553),
filed on December 10, 1996, is hereby incorporated herein by this reference.

Item 5.  Interests of Named Experts and Counsel

The  shares of Common  Stock  that may be held  under the Plan will be  original
issuance shares.  The legality of the shares of Common Stock of the Company will
be passed upon for the Company by Walter W. Bardenwerper,  Esq., General Counsel
of the Company.  Mr.  Bardenwerper  owns  100,436  shares of Common Stock and is
eligible to purchase shares of Common Stock offered hereby.

Item 8.  Exhibits.

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


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Bethesda, Maryland, on this 23rd day of December, 1998.

                             WATSON WYATT & COMPANY

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

                                POWER OF ATTORNEY

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



<PAGE>


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on December 23, 1998 by the following persons in
the capacities indicated.

Signature                       Title

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

/s/ John J. Haley                         
John J. Haley                   Director; Vice President, President & Chief 
                                Executive Officer-Elect

/s/ Carl D. Mautz                         
Carl D. Mautz                   Controller; Interim Chief Financial Officer   
                                and   Principal   Accounting Officer

/s/ Thomas W. Barratt                     
Thomas W. Barratt               Director

/s/ Paula A. DeLisle                      
Paula A. DeLisle                Director

/s/ David B. Friend                        
David B. Friend                 Director

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

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

/s/ Eric P. Lofgren                       
Eric P. Lofgren                 Director

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



<PAGE>


                 
R. Michael McCullough           Director

/s/ Gail E. McKee                         
Gail E. McKee                   Director

/s/ Paul V. Mee                           
Paul V. Mee                     Director

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

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



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                                                           Page No.

4        Restated Bylaws of the Company

5        Opinion of Walter W. Bardenwerper, Esq.

23(a)    Consent of PricewaterhouseCoopers LLP

23(b)    Consent of Ernst & Young LLP

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

24       Powers of Attorney (see signature page)                          -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8503}]
{"company-data": {"conformed-name": "WATSON WYATT & CO", "cik": "0000892968", "assigned-sic": "8742", "irs-number": "530181291", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69545", "film-number": "98774280"}, "business-address": {"street1": "6707 DEMOCRACY BLVD", "street2": "STE 800", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3015814600"}, "mail-address": {"street2": "6706 DEMOCRACY BLVD STE 800", "city": "BETHESDA", "state": "MD", "zip": "20817"}, "former-company": {"former-conformed-name": "WYATT CO /DE/", "date-changed": "19950930"}}
As filed with the Securities and Exchange Commission on December 23, 1998. 
Registration No. 33-__________

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

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

                             WATSON WYATT & COMPANY
             (Exact name of registrant as specified in its charter)
         Delaware                                        53-018291
(State or other Jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)
                       6707 Democracy Boulevard, Suite 800
                          Bethesda, Maryland 20817-1129
           (Address of principal executive office, including zip code)

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

                             Walter W. Bardenwerper
                  Vice President, General Counsel and Secretary
                             Watson Wyatt & Company
                       6707 Democracy Boulevard, Suite 800
                               Bethesda, MD 20817
                               (301) 581-4600
(Name, address, and telephone number, including area code, of agent for service)
                                ---------------
CALCULATION OF REGISTRATION FEE
======================== ---------------------- ------------------------ ----------------------- ===================
Title of Securities        Amount to be          Proposed Maximum         Proposed Maximum         Amount of
   to be Registered           Registered            Offering Price         Aggregate Offering     Registration Fee
                                                       Per Share                 Price
======================== ====================== ======================== ======================= ===================
     Common Stock             1,700,000 1                $6.05                $10,285,000            $3,916.10
======================== ====================== ======================== ======================= ===================

Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also relates to the registrant's Form S-8 Registration  Statement (No.
33-317553) filed on December 10, 1996.
1    Registration  fee is  being  paid  for  1,700,000  shares  currently  being
     registered  hereunder.  A registration  fee has previously  been paid as to
     3,700,000  shares,  1,319,009 shares of which this  registration  statement
     relates  to  pursuant  to Rule 429 under the  Securities  Act of 1933.  The
     amount of the filing fee  previously  paid  associated  with the securities
     being carried forward was $881.12.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registrant's  prior  registration  statement  on Form S-8 (File No.  33-317553),
filed on December 10, 1996, is hereby incorporated herein by this reference.

Item 5.  Interests of Named Experts and Counsel

The  shares of Common  Stock  that may be held  under the Plan will be  original
issuance shares.  The legality of the shares of Common Stock of the Company will
be passed upon for the Company by Walter W. Bardenwerper,  Esq., General Counsel
of the Company.  Mr.  Bardenwerper  owns  100,436  shares of Common Stock and is
eligible to purchase shares of Common Stock offered hereby.

Item 8.  Exhibits.

             Exhibit No.
             4             Restated Bylaws of the Company
             5             Opinion of Walter W. Bardenwerper, Esq.
             23(a)         Consent of PricewaterhouseCoopers LLP
             23(b)         Consent of Ernst & Young LLP
             23(c)         Consent of Walter W. Bardenwerper (included in 
                           Exhibit No. 5)
             24            Powers of Attorney (see signature page)
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Bethesda, Maryland, on this 23rd day of December, 1998.

                             WATSON WYATT & COMPANY

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

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each  officer and  director of Watson
Wyatt & Company  whose  signature  follows  constitutes  and appoints  Walter W.
Bardenwerper as such person's true and lawful  attorney-in-fact  and agent, with
full power of substitution and restitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  such  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that such  attorney-in-fact  and agent,  or a  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on December 23, 1998 by the following persons in
the capacities indicated.

Signature                       Title

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

/s/ John J. Haley                         
John J. Haley                   Director; Vice President, President & Chief 
                                Executive Officer-Elect

/s/ Carl D. Mautz                         
Carl D. Mautz                   Controller; Interim Chief Financial Officer   
                                and   Principal   Accounting Officer

/s/ Thomas W. Barratt                     
Thomas W. Barratt               Director

/s/ Paula A. DeLisle                      
Paula A. DeLisle                Director

/s/ David B. Friend                        
David B. Friend                 Director

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

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

/s/ Eric P. Lofgren                       
Eric P. Lofgren                 Director

/s/ Robert D. Masding                     
Robert D. Masding               Director
R. Michael McCullough           Director

/s/ Gail E. McKee                         
Gail E. McKee                   Director

/s/ Paul V. Mee                           
Paul V. Mee                     Director

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

/s/ A. Grahame Stott                      
A. Grahame Stott                Director
EXHIBIT INDEX

Exhibit No.                                                           Page No.

4        Restated Bylaws of the Company

5        Opinion of Walter W. Bardenwerper, Esq.

23(a)    Consent of PricewaterhouseCoopers LLP

23(b)    Consent of Ernst & Young LLP

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

24       Powers of Attorney (see signature page)                          -