Registration No. 333-

           SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549

                        FORM S-8
                 REGISTRATION STATEMENT
                         UNDER
               THE SECURITIES ACT OF 1933
                 --------------------
            THE DUN & BRADSTREET CORPORATION
 (Exact name of Registrant as specified in its charter)

         Delaware                   13-3998945
      (State or other            (I.R.S. Employer
      jurisdiction of         Identification Number)
     incorporation or
       organization)
                 --------------------
           The Dun & Bradstreet Corporation
                 One Diamond Hill Road
                 Murray Hill, NJ 07974
     (Address, including zip code, of Registrant's
              principal executive office)

 THE PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET
                      CORPORATION
               (Full title of the Plan)
                 --------------------
                    Nancy L. Henry
     Senior Vice President and Chief Legal Counsel
           The Dun & Bradstreet Corporation
                 One Diamond Hill Road
                 Murray Hill, NJ 07974
                    (908) 665-5000
   (Name, address, including zip code, and telephone
number, including area code, of Registrant's agent for service)

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

<TABLE>
<CAPTION>

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

<S>                                             <C>             <C>              <C>              <C>
Common Stock, $0.01 par value per share<F1> .      4,000,000       $25.75<F2>       $103,000,000<F2>  $30,385<F2>


<FN>
<F1> Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events, will not be exercisable or
     evidenced separately from the Common Stock.
<F2> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed
     maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high
     and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on September 25, 1998.
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference

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

        (a)  The  Company's Registration  Statement  on Form  10/A-2  filed on
             June 18,  1998 pursuant to  the Exchange Act  (file no.  1-14037)
             (the "Form 10/A-2 Registration Statement").

        (b)  The Company's Quarterly  Report on Form 10-Q filed on  August 14,
             1998 (file no. 1-14037).

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

        (d)  The description of the  Company's Preferred Share Purchase Rights
             contained  in the  Company's Registration  Statement on  Form 8-A
             filed on June 18, 1998.

     All documents filed  by the Company pursuant to Section  13(a), 13(c), 14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior to  the filing of  a post-effective amendment  to this  Registration
Statement  indicating  that all  securities  offered have  been sold  or which
deregisters  all securities  then  remaining unsold,  shall  be deemed  to  be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof  from the date of filing of  such documents. Any statement contained in
a  document  incorporated or  deemed  to be  incorporated by  reference herein
shall   be  deemed  to  be  modified   or  superseded  for  purposes  of  this
Registration Statement to the extent  that a statement contained herein  or in
any subsequently filed document which also is or is  deemed to be incorporated
by  reference herein modifies or supersedes such statement. Any such statement
so modified  or  superseded shall  not be  deemed, except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

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

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

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

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

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

4.1              Restated  Certificate  of Incorporation  of  the
                 Company, as amended,  effective  June  30, 1998
                 (incorporated  herein  by reference  to  Exhibit
                 3.1 to the June 30, 1998 Form 10-Q)

4.2              By-Laws of the Company  (incorporated herein  by
                 reference to  Exhibit  3.2  to the  Form  10/A-2
                 Registration Statement)

4.3              The Rights Agreement, dated as of June  3, 1998,
                 between the  Company  and  First  Chicago  Trust
                 Company of  New  York  (incorporated  herein  by
                 reference  to   Exhibit  1   to  the   Company's
                 Registration Statement  on  Form  8-A  filed  on
                 June 18, 1998)

<PAGE>
5                Opinion of Simpson Thacher & Bartlett

23.1             Consent of PricewaterhouseCoopers LLP

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

24               Power of Attorney

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

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

     (i)   to  include  any prospectus  required  by Section  10(a)(3) of  the
Securities Act of 1933 (the "Act");

    (ii)  to  reflect in the prospectus any facts  or events arising after the
effective  date of  this  Registration Statement  (or  the most  recent  post-
effective  amendment  thereof)  which,   individually  or  in  the  aggregate,
represent   a  fundamental  change  in  the  information  set  forth  in  this
Registration  Statement (except to  the extent the information  required to be
included by clauses (i) or (ii) is contained  in periodic reports filed by the
Company  pursuant  to Section  13  or  15(d)  of the  Exchange  Act  that  are
incorporated by reference into this Registration Statement);

   (iii)   to  include any material  information with  respect to  the plan of
distribution not previously  disclosed in this  Registration Statement or  any
material change to such information in this Registration Statement.

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

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

(4)   That,  for purposes  of determining  any liability  under the  Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the  Exchange  Act (and  each filing of the Profit Participation Plan's annual
report pursuant to  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.

(5)  To  submit  The Profit Participation Plan and any amendments to such plan 
to the Internal Revenue Service (the "IRS") in a timely manner and to make all
changes required by the IRS in order to qualify such plan under Section 401 of
of the Internal Revenue Code of 1986.


<PAGE>
(6)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and controlling  persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised  that in the opinion of the Commission such indemnification is against
public policy  as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a claim  for indemnification against  such liabilities  (other
than  the  payment by  the  Registrant  of  expenses incurred  or  paid  by  a
director,  officer or controlling  person of the Registrant  in the successful
defense  of  any action,  suit or  proceeding) is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Registrant will,  unless in  the opinion  of its  counsel the
matter has  been  settled  by controlling  precedent,  submit to  a  court  of
appropriate jurisdiction the  question whether such  indemnification by it  is
against  public policy  as expressed in  the Act and  will be  governed by the
final adjudication of such issue.
<PAGE>
                                  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 Murray Hill, State  of New Jersey,
on this 25th day of September, 1998.

                               THE DUN & BRADSTREET CORPORATION
                                       (Registrant)

                               By:     /s/Nancy L. Henry     
                                       Nancy L. Henry
                                       Senior Vice President 
                                       and Chief Legal Counsel




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


Signature                                Title                   Date
/s/Volney Taylor
-----------------------------  Chairman, Chief Executive  September 25, 1998
Volney Taylor                  Officer and Director
                               (principal executive
                               officer)
/s/Frank S. Sowinski
-----------------------------  Senior Vice President and  September 25, 1998
Frank S. Sowinski              Chief Financial Officer
                               (principal financial
                               officer)
/s/Chester J. Geveda, Jr.
-----------------------------  Vice President and         September 25, 1998
Chester J. Geveda, Jr.         Controller (principal
                               accounting officer)

*  Hall Adams, Jr.             Director                   September 25, 1998
-----------------------------
   Hall Adams, Jr.

*  Clifford L. Alexander, Jr.  Director                   September 25, 1998
-----------------------------
   Clifford L. Alexander, Jr.

*  Mary Johnston Evans         Director                   September 25, 1998
-----------------------------
   Mary Johnston Evans

*  Robert R. Glauber           Director                   September 25, 1998
-----------------------------
   Robert R. Glauber
<PAGE>
*  Ronald L. Kuehn, Jr.        Director                   September 25, 1998
-----------------------------
   Ronald L. Kuehn, Jr.


*  Robert J. Lanigan           Director                   September 25, 1998
-----------------------------
   Robert J. Lanigan


*  Vernon R. Loucks Jr.        Director                   September 25, 1998
-----------------------------
   Vernon R. Loucks Jr.


*  Henry A. McKinnell, Jr.     Director                   September 25, 1998
-----------------------------
   Henry A. McKinnell, Jr.


*  Michael R. Quinlan          Director                   September 25, 1998
-----------------------------
   Michael R. Quinlan

                                                          September 25, 1998
By:    /s/Nancy L. Henry    
       Attorney-in-Fact
<PAGE>
             Pursuant to the  requirements of the Securities Act of  1933, the
trustees  (or other  persons who  administer the  employee benefit  plan) have
duly  caused this  Registration Statement to  be signed  on its  behalf by the
undersigned, thereunto duly  authorized, in the city of Murray  Hill, State of
New Jersey, on the 28th day of September, 1998.

                          The Profit Participation Plan of 
                          The Dun & Bradstreet Corporation


                          By:         /s/Peter J. Ross         
                               Name:  Peter J. Ross
                               Title: Chairman
                                      Management Employee Benefits Committee
<PAGE>
                               INDEX TO EXHIBITS

Exhibit
Number                             Description

4.1              Restated Certificate of Incorporation of the
                 Company, as amended, effective June 30, 1998
                 (incorporated herein by reference to Exhibit
                 3.1 to the June 30, 1998 Form 10-Q)

4.2              By-Laws of the Company (incorporated herein by
                 reference to Exhibit 3.2 to the Form 10/A-2
                 Registration Statement)

4.3              The Rights Agreement, dated as of June 3, 1998,
                 between the Company and First Chicago Trust
                 Company of New York (incorporated herein by
                 reference to Exhibit 1 to the Company's
                 Registration Statement on Form 8-A filed on
                 June 18, 1998)

5                Opinion of Simpson Thacher & Bartlett

23.1             Consent of PricewaterhouseCoopers LLP

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

24               Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18602}]
{"company-data": {"conformed-name": "DUN & BRADSTREET CORP /DE/", "cik": "0001059556", "assigned-sic": "8700", "irs-number": "133998945", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64653", "film-number": "98717635"}, "business-address": {"street1": "ONE DIAMOND HILL RD", "street2": "C/O DUN & BRADSTREET", "city": "MURRAY HILL", "state": "NJ", "zip": "07974", "phone": "9086655000"}, "mail-address": {"street1": "ONE DIAMOND HILL RD", "street2": "C/O DUN & BRADSTREET", "city": "MURRAY HILL", "state": "NJ", "zip": "07974"}, "former-company": {"former-conformed-name": "NEW DUN & BRADSTREET CORP", "date-changed": "19980728"}}
Registration No. 333-

           SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549

                        FORM S-8
                 REGISTRATION STATEMENT
                         UNDER
               THE SECURITIES ACT OF 1933
                 --------------------
            THE DUN & BRADSTREET CORPORATION
 (Exact name of Registrant as specified in its charter)

         Delaware                   13-3998945
      (State or other            (I.R.S. Employer
      jurisdiction of         Identification Number)
     incorporation or
       organization)
                 --------------------
           The Dun & Bradstreet Corporation
                 One Diamond Hill Road
                 Murray Hill, NJ 07974
     (Address, including zip code, of Registrant's
              principal executive office)

 THE PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET
                      CORPORATION
               (Full title of the Plan)
                 --------------------
                    Nancy L. Henry
     Senior Vice President and Chief Legal Counsel
           The Dun & Bradstreet Corporation
                 One Diamond Hill Road
                 Murray Hill, NJ 07974
                    (908) 665-5000
   (Name, address, including zip code, and telephone
number, including area code, of Registrant's agent for service)

                      Copies to:
                 Joel S. Hoffman, Esq.
              Simpson Thacher & Bartlett
                 425 Lexington Avenue
             New York, New York 10017-3954
                    (212) 455-2000
                 --------------------
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                                    Maximum          Maximum        Amount of     
                                                Amount to be    Offering Price      Aggregate      Registration
     Title of Securities to be Registered         Registered      Per Share       Offering Price       Fee
Common Stock, $0.01 par value per share
.      4,000,000       $25.75
$103,000,000
$30,385
Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events, will not be exercisable or
     evidenced separately from the Common Stock.
Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed
     maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high
     and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on September 25, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference

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

        (a)  The  Company's Registration  Statement  on Form  10/A-2  filed on
             June 18,  1998 pursuant to  the Exchange Act  (file no.  1-14037)
             (the "Form 10/A-2 Registration Statement").

        (b)  The Company's Quarterly  Report on Form 10-Q filed on  August 14,
             1998 (file no. 1-14037).

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

        (d)  The description of the  Company's Preferred Share Purchase Rights
             contained  in the  Company's Registration  Statement on  Form 8-A
             filed on June 18, 1998.

     All documents filed  by the Company pursuant to Section  13(a), 13(c), 14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior to  the filing of  a post-effective amendment  to this  Registration
Statement  indicating  that all  securities  offered have  been sold  or which
deregisters  all securities  then  remaining unsold,  shall  be deemed  to  be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof  from the date of filing of  such documents. Any statement contained in
a  document  incorporated or  deemed  to be  incorporated by  reference herein
shall   be  deemed  to  be  modified   or  superseded  for  purposes  of  this
Registration Statement to the extent  that a statement contained herein  or in
any subsequently filed document which also is or is  deemed to be incorporated
by  reference herein modifies or supersedes such statement. Any such statement
so modified  or  superseded shall  not be  deemed, except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

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

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

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

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

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

4.1              Restated  Certificate  of Incorporation  of  the
                 Company, as amended,  effective  June  30, 1998
                 (incorporated  herein  by reference  to  Exhibit
                 3.1 to the June 30, 1998 Form 10-Q)

4.2              By-Laws of the Company  (incorporated herein  by
                 reference to  Exhibit  3.2  to the  Form  10/A-2
                 Registration Statement)

4.3              The Rights Agreement, dated as of June  3, 1998,
                 between the  Company  and  First  Chicago  Trust
                 Company of  New  York  (incorporated  herein  by
                 reference  to   Exhibit  1   to  the   Company's
                 Registration Statement  on  Form  8-A  filed  on
                 June 18, 1998)
5                Opinion of Simpson Thacher & Bartlett

23.1             Consent of PricewaterhouseCoopers LLP

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

24               Power of Attorney

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

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

     (i)   to  include  any prospectus  required  by Section  10(a)(3) of  the
Securities Act of 1933 (the "Act");

    (ii)  to  reflect in the prospectus any facts  or events arising after the
effective  date of  this  Registration Statement  (or  the most  recent  post-
effective  amendment  thereof)  which,   individually  or  in  the  aggregate,
represent   a  fundamental  change  in  the  information  set  forth  in  this
Registration  Statement (except to  the extent the information  required to be
included by clauses (i) or (ii) is contained  in periodic reports filed by the
Company  pursuant  to Section  13  or  15(d)  of the  Exchange  Act  that  are
incorporated by reference into this Registration Statement);

   (iii)   to  include any material  information with  respect to  the plan of
distribution not previously  disclosed in this  Registration Statement or  any
material change to such information in this Registration Statement.

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

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

(4)   That,  for purposes  of determining  any liability  under the  Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the  Exchange  Act (and  each filing of the Profit Participation Plan's annual
report pursuant to  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.

(5)  To  submit  The Profit Participation Plan and any amendments to such plan 
to the Internal Revenue Service (the "IRS") in a timely manner and to make all
changes required by the IRS in order to qualify such plan under Section 401 of
of the Internal Revenue Code of 1986.
(6)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and controlling  persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised  that in the opinion of the Commission such indemnification is against
public policy  as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a claim  for indemnification against  such liabilities  (other
than  the  payment by  the  Registrant  of  expenses incurred  or  paid  by  a
director,  officer or controlling  person of the Registrant  in the successful
defense  of  any action,  suit or  proceeding) is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Registrant will,  unless in  the opinion  of its  counsel the
matter has  been  settled  by controlling  precedent,  submit to  a  court  of
appropriate jurisdiction the  question whether such  indemnification by it  is
against  public policy  as expressed in  the Act and  will be  governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to believe  that it meets
all  of the  requirements for  filing on  Form S-8  and has  duly  caused this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized, in the City  of Murray Hill, State  of New Jersey,
on this 25th day of September, 1998.

                               THE DUN & BRADSTREET CORPORATION
                                       (Registrant)

                               By:     /s/Nancy L. Henry     
                                       Nancy L. Henry
                                       Senior Vice President 
                                       and Chief Legal Counsel

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

Signature                                Title                   Date
/s/Volney Taylor
-----------------------------  Chairman, Chief Executive  September 25, 1998
Volney Taylor                  Officer and Director
                               (principal executive
                               officer)
/s/Frank S. Sowinski
-----------------------------  Senior Vice President and  September 25, 1998
Frank S. Sowinski              Chief Financial Officer
                               (principal financial
                               officer)
/s/Chester J. Geveda, Jr.
-----------------------------  Vice President and         September 25, 1998
Chester J. Geveda, Jr.         Controller (principal
                               accounting officer)

*  Hall Adams, Jr.             Director                   September 25, 1998
-----------------------------
   Hall Adams, Jr.

*  Clifford L. Alexander, Jr.  Director                   September 25, 1998
-----------------------------
   Clifford L. Alexander, Jr.

*  Mary Johnston Evans         Director                   September 25, 1998
-----------------------------
   Mary Johnston Evans

*  Robert R. Glauber           Director                   September 25, 1998
-----------------------------
   Robert R. Glauber
*  Ronald L. Kuehn, Jr.        Director                   September 25, 1998
-----------------------------
   Ronald L. Kuehn, Jr.

*  Robert J. Lanigan           Director                   September 25, 1998
-----------------------------
   Robert J. Lanigan

*  Vernon R. Loucks Jr.        Director                   September 25, 1998
-----------------------------
   Vernon R. Loucks Jr.

*  Henry A. McKinnell, Jr.     Director                   September 25, 1998
-----------------------------
   Henry A. McKinnell, Jr.

*  Michael R. Quinlan          Director                   September 25, 1998
-----------------------------
   Michael R. Quinlan

                                                          September 25, 1998
By:    /s/Nancy L. Henry    
       Attorney-in-Fact
Pursuant to the  requirements of the Securities Act of  1933, the
trustees  (or other  persons who  administer the  employee benefit  plan) have
duly  caused this  Registration Statement to  be signed  on its  behalf by the
undersigned, thereunto duly  authorized, in the city of Murray  Hill, State of
New Jersey, on the 28th day of September, 1998.

                          The Profit Participation Plan of 
                          The Dun & Bradstreet Corporation

                          By:         /s/Peter J. Ross         
                               Name:  Peter J. Ross
                               Title: Chairman
                                      Management Employee Benefits Committee
INDEX TO EXHIBITS

Exhibit
Number                             Description

4.1              Restated Certificate of Incorporation of the
                 Company, as amended, effective June 30, 1998
                 (incorporated herein by reference to Exhibit
                 3.1 to the June 30, 1998 Form 10-Q)

4.2              By-Laws of the Company (incorporated herein by
                 reference to Exhibit 3.2 to the Form 10/A-2
                 Registration Statement)

4.3              The Rights Agreement, dated as of June 3, 1998,
                 between the Company and First Chicago Trust
                 Company of New York (incorporated herein by
                 reference to Exhibit 1 to the Company's
                 Registration Statement on Form 8-A filed on
                 June 18, 1998)

5                Opinion of Simpson Thacher & Bartlett

23.1             Consent of PricewaterhouseCoopers LLP

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

24               Power of Attorney