Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                     THE NEW DUN & BRADSTREET CORPORATION
            (Exact name of Registrant as specified in its charter)

<TABLE>
              <C>Delaware                            <C>13-3998945
    (State or other jurisdiction of         (I.R.S. Employer Identification
    incorporation or organization)                      Number)

                       The Dun & Bradstreet Corporation
                             One Diamond Hill Road
                             Murray Hill, NJ 07974
   (Address, including zip code, of Registrant's principal executive office)

                            FOUNDERS' MATCH PROGRAM

                           (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


</TABLE>
<PAGE>
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

<S>                                            <C>             <C>               <C>                    <C>

Common Stock, $0.01 par value per share<F1>  .   612,578         $31.75<F2>      $19,449,351.49<F2>     $5,737.56<F2>
Options to purchase Common Stock<F3> . . . . .   461,700         $10.58<F4>      $ 4,884,786.00         $1,441.01

<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 Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
     the proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average high and low price of the Common
     Stock reported on the New York Stock Exchange on June 24, 1998.

<F3> Issuable pursuant to the 1998 Key Employees' Stock Incentive Plan.

<F4> Based on the three for one match of Options to shares of Common Stock.

</TABLE>
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 
Item 3. Incorporation of Documents by Reference

     The following documents  filed by  The New 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
             pursuant to the Exchange Act  (file no. 1-14037) on June 18, 1998
             (the "Form 10/A-2 Registration Statement").

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

        (c)  The description of the Company's Preferred Share Purchase  Rights
             contained  in the  Company's Registration  Statement on  Form 8-A
             filed on June 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  may also provide
liability  insurance for the directors and officers for certain losses arising
from  claims or charges made against them  while acting in their capacities as
directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

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

4.1      Restated Certificate of  Incorporation of  the Company  (incorporated
         herein by  reference to Exhibit  3.1 to the  Form 10/A-2 Registration
         Statement).

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 Nancy L. Henry.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of Nancy L. Henry (included in Exhibit 5).
<PAGE>
24       Power of Attorney.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

(5)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and controlling  persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised  that in the opinion of the Commission such indemnification is against
public policy  as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a claim  for indemnification against  such liabilities  (other
than  the  payment by  the  Registrant  of  expenses incurred  or  paid  by  a
director,  officer or controlling  person of the Registrant  in the successful
defense  of  any action,  suit or  proceeding) is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Registrant will,  unless in  the opinion  of its  counsel the
matter has  been  settled  by controlling  precedent,  submit to  a  court  of
appropriate jurisdiction the  question whether such  indemnification by it  is
against public  policy as expressed  in the  Act and will  be governed  by the
final adjudication of such issue.
<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 26th day of June, 1998.

THE NEW 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
          ---------                        -----                   ----

        Volney Taylor          Chairman, Chief Executive      June 26, 1998
/s/------------------------    Officer and Director
        Volney Taylor          (principal executive officer)


      Frank S. Sowinski        Senior Vice President and      June 26, 1998
/s/------------------------    Chief Financial Officer
      Frank S. Sowinski        (principal financial officer)


    Chester J. Geveda, Jr.     Vice President and Controller  June 26, 1998
/s/------------------------    (principal accounting
    Chester J. Geveda, Jr.     officer)



*    Hall Adams, Jr.           Director                       June 26, 1998
----------------------------
     Hall Adams, Jr.


* Clifford L. Alexander, Jr.   Director                       June 26, 1998
-----------------------------
  Clifford L. Alexander, Jr.


*   Mary Johnston Evans        Director                       June 26, 1998
-----------------------------
    Mary Johnston Evans<PAGE>
*   Robert R. Glauber          Director                       June 26, 1998
-----------------------------
    Robert R. Glauber


*   Ronald L. Kuehn, Jr.       Director                       June 26, 1998
-----------------------------
    Ronald L. Kuehn, Jr.


*   Robert J. Lanigan          Director                       June 26, 1998
-----------------------------
    Robert J. Lanigan


*   Vernon R. Loucks Jr.       Director                       June 26, 1998
-----------------------------
    Vernon R. Loucks Jr.



*   Henry A. McKinnell, Jr.    Director                       June 26, 1998
-----------------------------
    Henry A. McKinnell Jr.



*   Michael R. Quinlan         Director                       June 26, 1998
-----------------------------
    Michael R. Quinlan

                               

By /s/Nancy L. Henry                                         June 26, 1998
-----------------------------
     Attorney-in-Fact
<PAGE>
                               INDEX TO EXHIBITS

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

4.1      Restated Certificate of Incorporation of the Company (incorporated
         herein by reference to Exhibit 3.1 to the Form 10/A-2 Registration
         Statement).

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 Nancy L. Henry.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of Nancy L. Henry (included in Exhibit 5).

24       Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17154}]
{"company-data": {"conformed-name": "NEW DUN & BRADSTREET CORP", "cik": "0001059556", "assigned-sic": "8700", "irs-number": "133998945", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57915", "film-number": "98655543"}, "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"}}
Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                     THE NEW DUN & BRADSTREET CORPORATION
            (Exact name of Registrant as specified in its charter)
Delaware
13-3998945
    (State or other jurisdiction of         (I.R.S. Employer Identification
    incorporation or organization)                      Number)

                       The Dun & Bradstreet Corporation
                             One Diamond Hill Road
                             Murray Hill, NJ 07974
   (Address, including zip code, of Registrant's principal executive office)

                            FOUNDERS' MATCH PROGRAM

                           (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        Aggregate               Amount of
                                               Amount to be    Offering Price     Offering              Registration
Title of Securities to be Registered            Registered       Per Share         Price                    Fee
                                               ____________    ______________    __________             ____________
Common Stock, $0.01 par value per share
.   612,578         $31.75
$19,449,351.49
$5,737.56
Options to purchase Common Stock
. . . . .   461,700         $10.58
$ 4,884,786.00         $1,441.01
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 Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
     the proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the amount of registration fee have been
     computed on the basis of the average high and low price of the Common
     Stock reported on the New York Stock Exchange on June 24, 1998.
Issuable pursuant to the 1998 Key Employees' Stock Incentive Plan.
Based on the three for one match of Options to shares of Common Stock.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 
Item 3. Incorporation of Documents by Reference

     The following documents  filed by  The New 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
             pursuant to the Exchange Act  (file no. 1-14037) on June 18, 1998
             (the "Form 10/A-2 Registration Statement").

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

        (c)  The description of the Company's Preferred Share Purchase  Rights
             contained  in the  Company's Registration  Statement on  Form 8-A
             filed on June 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  may also provide
liability  insurance for the directors and officers for certain losses arising
from  claims or charges made against them  while acting in their capacities as
directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

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

4.1      Restated Certificate of  Incorporation of  the Company  (incorporated
         herein by  reference to Exhibit  3.1 to the  Form 10/A-2 Registration
         Statement).

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 Nancy L. Henry.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of Nancy L. Henry (included in Exhibit 5).
24       Power of Attorney.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to believe  that it meets
all  of the  requirements for  filing on  Form S-8  and has  duly  caused this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized, in the City  of Murray Hill, State  of New Jersey,
on this 26th day of June, 1998.

THE NEW 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
          ---------                        -----                   ----

        Volney Taylor          Chairman, Chief Executive      June 26, 1998
/s/------------------------    Officer and Director
        Volney Taylor          (principal executive officer)

      Frank S. Sowinski        Senior Vice President and      June 26, 1998
/s/------------------------    Chief Financial Officer
      Frank S. Sowinski        (principal financial officer)

    Chester J. Geveda, Jr.     Vice President and Controller  June 26, 1998
/s/------------------------    (principal accounting
    Chester J. Geveda, Jr.     officer)

*    Hall Adams, Jr.           Director                       June 26, 1998
----------------------------
     Hall Adams, Jr.

* Clifford L. Alexander, Jr.   Director                       June 26, 1998
-----------------------------
  Clifford L. Alexander, Jr.

*   Mary Johnston Evans        Director                       June 26, 1998
-----------------------------
    Mary Johnston Evans
*   Robert R. Glauber          Director                       June 26, 1998
-----------------------------
    Robert R. Glauber

*   Ronald L. Kuehn, Jr.       Director                       June 26, 1998
-----------------------------
    Ronald L. Kuehn, Jr.

*   Robert J. Lanigan          Director                       June 26, 1998
-----------------------------
    Robert J. Lanigan

*   Vernon R. Loucks Jr.       Director                       June 26, 1998
-----------------------------
    Vernon R. Loucks Jr.

*   Henry A. McKinnell, Jr.    Director                       June 26, 1998
-----------------------------
    Henry A. McKinnell Jr.

*   Michael R. Quinlan         Director                       June 26, 1998
-----------------------------
    Michael R. Quinlan

                               

By /s/Nancy L. Henry                                         June 26, 1998
-----------------------------
     Attorney-in-Fact
INDEX TO EXHIBITS

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

4.1      Restated Certificate of Incorporation of the Company (incorporated
         herein by reference to Exhibit 3.1 to the Form 10/A-2 Registration
         Statement).

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 Nancy L. Henry.

23.1     Consent of Coopers & Lybrand LLP.

23.2     Consent of Nancy L. Henry (included in Exhibit 5).

24       Power of Attorney.