As filed with the Securities and Exchange Commission on June 21, 2002.

                                                    Registration No. 333-______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

                                   KROLL INC.
             (Exact name of registrant as specified in its charter)


            Ohio                                               31-1470817
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)


                                900 Third Avenue
                            New York, New York 10022
                    (Address of Principal Executive Offices)

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

                            THE KROLL-O'GARA COMPANY
                         AMENDED AND RESTATED 2000 STOCK
                      OPTION PLAN FOR EMPLOYEES, AS AMENDED

                         KROLL INC. AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN

                  KROLL INC. 1996 STOCK OPTION PLAN, AS AMENDED

                            THE KROLL-O'GARA COMPANY
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                 ONTRACK DATA INTERNATIONAL, INC. NON-QUALIFIED
                          STOCK OPTION PLAN, AS AMENDED

                        ONTRACK DATA INTERNATIONAL, INC.
                      1996 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)


                              Michael G. Cherkasky
                      President and Chief Executive Officer
                                   Kroll Inc.
                                900 Third Avenue
                            New York, New York 10022
                     (Name and Address of Agent for Service)


                                 (212) 593-1000
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                             Sabrina H. Perel, Esq.
                       Vice President and General Counsel
                                   Kroll Inc.
                                900 Third Avenue
                            New York, New York 10022

                             Peter S. Kolevzon, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
                              (212) 715-8000 (Fax)


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>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==========================================================================================
                                          Proposed          Proposed
                                           Maximum           Maximum          Amount of
     Title of          Amount to be        Offering         Aggregate       Registration
 Securities to be       Registered        Price Per          Offering            Fee
    Registered                              Share           Price (1)            (2)
-------------------   ---------------   ---------------   ---------------   --------------
<S>                   <C>               <C>               <C>               <C>
Common Stock (par     4,507,316         Not Applicable    $88,851,022.88    $8,174.29 (4)
value $0.01 per       shares (3) (4)
share)
==========================================================================================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee,
      pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as
      amended (the "Securities Act"), based on $22.38, the average of the high
      and low prices of the Registrant's common stock on June 18, 2002, as
      reported by the Nasdaq National Market with respect to an aggregate of
      3,349,826 shares and based on the option prices of outstanding options
      granted under the plans with respect to an aggregate of 1,157,490 shares.

(2)   .000092 multiplied by the proposed maximum aggregate offering price.

(3)   Includes an indeterminate number of additional shares that may be issued
      pursuant to the anti-dilution provisions of the plans.

(4)   Pursuant to Instruction E to Form S-8, this Registration Statement is
      registering 1,993,000 shares not previously registered on the Registrant's
      Forms S-8 filed on June 11, 2002, November 23, 1998, April 1, 1998 and May
      21, 1997 in connection with certain amendments made to The Kroll-O'Gara
      Company Amended and Restated 2000 Stock Option Plan for Employees, as
      amended, and the Registrant's 1996 Stock Option Plan, as amended,
      increasing the amount of shares issuable thereunder.


                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
            ---------------------------------------

      The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

      (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, filed on March 26, 2002 pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");

      (2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on October 28, 1996 (File No. 000-21629), including any
subsequent amendment or report filed for the purpose of updating that
description;

      (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, filed on May 15, 2002 pursuant to Section 13(a) of the Exchange
Act; and

      (4) All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

      The Company was unable to obtain the written consent of Arthur Andersen
LLP to incorporate by reference in this registration statement its report dated
August 22, 2001, included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, filed on March 26, 2002. The absence of such
consent may limit recovery by investors on certain claims, including without
limitation, claims arising under Section 11 of the Securities Act.

Item 4.   Description of Securities.
          -------------------------

      Inapplicable.

Item 5.   Interest of Named Experts and Counsel.
          -------------------------------------

      Thomas E. Constance, a partner at Kramer Levin Naftalis & Frankel, counsel
to the Registrant that is giving an opinion regarding the legality of the
securities being registered hereunder, is a director of the Registrant.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

      Section 1701.13(E) of the Ohio General Corporation Law, as amended from
time to time, allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the Registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, against expenses,
including judgments and fines, if he acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the Registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the Registrant unless
determined by the court. The right to indemnification is mandatory in the case
of a director or officer who is successful on the merits or otherwise in defense
of any action, suit or proceeding or any claim, issue or matter therein.
Permissive indemnification is to be made by a court of competent jurisdiction,
the majority vote of a quorum of disinterested directors, the written opinion of
independent counsel or by the shareholders. The Registrant's code of regulations
provides that the Registrant shall indemnify such persons to the fullest extent
permitted by law. The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.

                                       3
<PAGE>

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

      Inapplicable.

Item 8.   Exhibits.
          --------

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

                  3.1            Amended and Restated Articles of Incorporation
                                 of the Company. Incorporated by reference to
                                 Exhibit 3.1 to the Company's Registration
                                 Statement on Form S-1, No. 333-48099.

                  3.2            Amendment to Amended and Restated Articles of
                                 Incorporation of the Company. Incorporated by
                                 reference to the Exhibit 3.2 to the Company's
                                 Registration Statement on Form S-1, No.
                                 333-75972.

                  3.3            Code of Regulations of the Company.
                                 Incorporated by reference to Exhibit 3.2 to the
                                 Company's Registration Statement on Form S-1,
                                 No. 333-11093.

                  4.1            The Kroll-O'Gara Company Amended and Restated
                                 2000 Stock Option Plan for Employees.
                                 Incorporated by reference to Exhibit 4.1 to the
                                 Company's Registration Statement on Form S-8,
                                 filed on June 11, 2002.

                  4.2            Amendment to The Kroll-O'Gara Company Amended
                                 and Restated 2000 Stock Option Plan for
                                 Employees.*

                  4.3            Kroll Inc. Amended and Restated Employee Stock
                                 Purchase Plan. Incorporated by reference to
                                 Annex G to the Company's Registration Statement
                                 on Form S-4, filed on May 10, 2002.

                  4.4            Kroll Inc. 1996 Stock Option Plan. Incorporated
                                 by reference to Exhibit 10.4 to the Company's
                                 Registration Statement on Form S-4, filed on
                                 March 8, 1999.

                  4.5            Amendment to the Kroll Inc. 1996 Stock Option
                                 Plan.*

                  4.6            The Kroll-O'Gara Company 2001 Non-Employee
                                 Director Stock Option Plan. Incorporated by
                                 reference to Annex C to the Company's
                                 Definitive Proxy Statement on Schedule 14A,
                                 filed on July 19, 2001.

                  4.7            Ontrack Data International, Inc. Non-Qualified
                                 Stock Option Plan. Incorporated by reference to
                                 Exhibit 10.2 to Ontrack Data International's
                                 Registration Statement on Form S-B2
                                 (Registration No. 333-05470C).

                  4.8            Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan. Incorporated by reference to
                                 Exhibit 99.1 to Ontrack Data International,
                                 Inc.'s Form S-8, filed on July 28, 2000.

                  4.9            Amendment to the Ontrack Data International,
                                 Inc. Non-Qualified Stock Option Plan and the
                                 Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan.*

                  5.1            Opinion of Kramer Levin Naftalis & Frankel LLP
                                 (including consent).*

                                       4
<PAGE>

                  23.1           Consent of Kramer Levin Naftalis & Frankel LLP
                                 (included in Exhibit 5.1 to this Registration
                                 Statement).

                  23.2           Consent of Deloitte & Touche LLP.*

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

*filed herewith.

Item 9.    Undertakings.
           ------------

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

            (2) 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.

            (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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


                                       5
<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 New York, New York, on this 21st day of June, 2002

                                    KROLL INC.


                                    By: /s/ Michael G. Cherkasky
                                       ------------------------------------
                                    Name:   Michael G. Cherkasky
                                    Title:  President and Chief Executive
                                            Officer

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Jules B. Kroll and Michael
G. Cherkasky, and each of them, as true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for them in their name,
place an stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do, or cause to be done by virtue thereof.

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

     Signature                    Title(s)                    Date
     ---------                    --------                    ----

/s/ Jules B. Kroll             Executive Chairman of         June 21, 2002
---------------------          the Board
Jules B. Kroll

/s/ Michael G. Cherkasky       President, Chief              June 21, 2002
---------------------          Executive Officer and
Michael G. Cherkasky           Director (Principal
                               Executive Officer)

/s/ Steven L. Ford             Executive Vice                June 21, 2002
---------------------          President and Chief
Steven L. Ford                 Financial Officer
                               (Principal Financial
                               and Accounting Officer)

/s/ Ben F. Allen               Director                      June 21, 2002
---------------------
Ben F. Allen

/s/ Judith Areen               Director                      June 21, 2002
---------------------
Judith Areen

/s/ Thomas E. Constance        Director                      June 21, 2002
---------------------
Thomas E. Constance

                               Director                      June __, 2002
---------------------
Raymond E. Mabus

/s/ Michael D. Shmerling       Director                      June 21, 2002
---------------------
Michael D. Shmerling

                               Director                      June __, 2002
---------------------
J. Arthur Urciuoli


                                       6

<PAGE>

                                  EXHIBIT INDEX

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

                  3.1            Amended and Restated Articles of Incorporation
                                 of the Company. Incorporated by reference to
                                 Exhibit 3.1 to the Company's Registration
                                 Statement on Form S-1, No. 333-48099.

                  3.2            Amendment to Amended and Restated Articles of
                                 Incorporation of the Company. Incorporated by
                                 reference to the Exhibit 3.2 to the Company's
                                 Registration Statement on Form S-1, No.
                                 333-75972.

                  3.3            Code of Regulations of the Company.
                                 Incorporated by reference to Exhibit 3.2 to the
                                 Company's Registration Statement on Form S-1,
                                 No. 333-11093.

                  4.1            The Kroll-O'Gara Company Amended and Restated
                                 2000 Stock Option Plan for Employees.
                                 Incorporated by reference to Exhibit 4.1 to the
                                 Company's Registration Statement on Form S-8,
                                 filed on June 11, 2002.

                  4.2            Amendment to The Kroll-O'Gara Company Amended
                                 and Restated 2000 Stock Option Plan for
                                 Employees.*

                  4.3            Kroll Inc. Amended and Restated Employee Stock
                                 Purchase Plan. Incorporated by reference to
                                 Annex G to the Company's Registration Statement
                                 on Form S-4, filed on May 10, 2002.

                  4.4            Kroll Inc. 1996 Stock Option Plan. Incorporated
                                 by reference to Exhibit 10.4 to the Company's
                                 Registration Statement on Form S-4, filed on
                                 March 8, 1999.

                  4.5            Amendment to the Kroll Inc. 1996 Stock Option
                                 Plan.*

                  4.6            The Kroll-O'Gara Company 2001 Non-Employee
                                 Director Stock Option Plan. Incorporated by
                                 reference to Annex C to the Company's
                                 Definitive Proxy Statement on Schedule 14A,
                                 filed on July 19, 2001.

                  4.7            Ontrack Data International, Inc. Non-Qualified
                                 Stock Option Plan. Incorporated by reference to
                                 Exhibit 10.2 to Ontrack Data International's
                                 Registration Statement on Form S-B2
                                 (Registration No. 333-05470C).

                  4.8            Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan. Incorporated by reference to
                                 Exhibit 99.1 to Ontrack Data International,
                                 Inc.'s Form S-8, filed on July 28, 2000.

                  4.9            Amendment to the Ontrack Data International,
                                 Inc. Non-Qualified Stock Option Plan and the
                                 Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan.*

                  5.1            Opinion of Kramer Levin Naftalis & Frankel LLP
                                 (including consent).*

                  23.1           Consent of Kramer Levin Naftalis & Frankel LLP
                                 (included in Exhibit 5.1 to this Registration
                                 Statement).

                                       7
<PAGE>

                  23.2           Consent of Deloitte & Touche LLP.*

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

*filed herewith.



                                       8
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{"company-data": {"conformed-name": "KROLL INC", "cik": "0001020476", "assigned-sic": "7381", "irs-number": "311470817", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90948", "film-number": "02684426"}, "business-address": {"street1": "9113 LESAINT DR", "city": "FAIRFIELD", "state": "OH", "zip": "45014", "phone": "5138742112"}, "mail-address": {"street1": "9113 LESAINT DR", "city": "FAIRFIELD", "state": "OH", "zip": "45014"}, "former-company": [{"former-conformed-name": "OGARA CO /OH/", "date-changed": "19960806"}, {"former-conformed-name": "KROLL O GARA CO", "date-changed": "19971216"}]}
As filed with the Securities and Exchange Commission on June 21, 2002.

                                                    Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

                                   KROLL INC.
             (Exact name of registrant as specified in its charter)

            Ohio                                               31-1470817
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                                900 Third Avenue
                            New York, New York 10022
                    (Address of Principal Executive Offices)

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

                            THE KROLL-O'GARA COMPANY
                         AMENDED AND RESTATED 2000 STOCK
                      OPTION PLAN FOR EMPLOYEES, AS AMENDED

                         KROLL INC. AMENDED AND RESTATED
                          EMPLOYEE STOCK PURCHASE PLAN

                  KROLL INC. 1996 STOCK OPTION PLAN, AS AMENDED

                            THE KROLL-O'GARA COMPANY
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                 ONTRACK DATA INTERNATIONAL, INC. NON-QUALIFIED
                          STOCK OPTION PLAN, AS AMENDED

                        ONTRACK DATA INTERNATIONAL, INC.
                      1996 STOCK INCENTIVE PLAN, AS AMENDED
                            (Full Title of the Plan)

                              Michael G. Cherkasky
                      President and Chief Executive Officer
                                   Kroll Inc.
                                900 Third Avenue
                            New York, New York 10022
                     (Name and Address of Agent for Service)

                                 (212) 593-1000
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                             Sabrina H. Perel, Esq.
                       Vice President and General Counsel
                                   Kroll Inc.
                                900 Third Avenue
                            New York, New York 10022

                             Peter S. Kolevzon, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
                              (212) 715-8000 (Fax)

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.
CALCULATION OF REGISTRATION FEE

==========================================================================================
                                          Proposed          Proposed
                                           Maximum           Maximum          Amount of
     Title of          Amount to be        Offering         Aggregate       Registration
 Securities to be       Registered        Price Per          Offering            Fee
    Registered                              Share           Price (1)            (2)
-------------------   ---------------   ---------------   ---------------   --------------
Common Stock (par     4,507,316         Not Applicable    $88,851,022.88    $8,174.29 (4)
value $0.01 per       shares (3) (4)
share)
==========================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee,
      pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as
      amended (the "Securities Act"), based on $22.38, the average of the high
      and low prices of the Registrant's common stock on June 18, 2002, as
      reported by the Nasdaq National Market with respect to an aggregate of
      3,349,826 shares and based on the option prices of outstanding options
      granted under the plans with respect to an aggregate of 1,157,490 shares.

(2)   .000092 multiplied by the proposed maximum aggregate offering price.

(3)   Includes an indeterminate number of additional shares that may be issued
      pursuant to the anti-dilution provisions of the plans.

(4)   Pursuant to Instruction E to Form S-8, this Registration Statement is
      registering 1,993,000 shares not previously registered on the Registrant's
      Forms S-8 filed on June 11, 2002, November 23, 1998, April 1, 1998 and May
      21, 1997 in connection with certain amendments made to The Kroll-O'Gara
      Company Amended and Restated 2000 Stock Option Plan for Employees, as
      amended, and the Registrant's 1996 Stock Option Plan, as amended,
      increasing the amount of shares issuable thereunder.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
            ---------------------------------------

      The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

      (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, filed on March 26, 2002 pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "Exchange Act");

      (2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on October 28, 1996 (File No. 000-21629), including any
subsequent amendment or report filed for the purpose of updating that
description;

      (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, filed on May 15, 2002 pursuant to Section 13(a) of the Exchange
Act; and

      (4) All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

      The Company was unable to obtain the written consent of Arthur Andersen
LLP to incorporate by reference in this registration statement its report dated
August 22, 2001, included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001, filed on March 26, 2002. The absence of such
consent may limit recovery by investors on certain claims, including without
limitation, claims arising under Section 11 of the Securities Act.

Item 4.   Description of Securities.
          -------------------------

      Inapplicable.

Item 5.   Interest of Named Experts and Counsel.
          -------------------------------------

      Thomas E. Constance, a partner at Kramer Levin Naftalis & Frankel, counsel
to the Registrant that is giving an opinion regarding the legality of the
securities being registered hereunder, is a director of the Registrant.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

      Section 1701.13(E) of the Ohio General Corporation Law, as amended from
time to time, allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the Registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant, against expenses,
including judgments and fines, if he acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the Registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the Registrant unless
determined by the court. The right to indemnification is mandatory in the case
of a director or officer who is successful on the merits or otherwise in defense
of any action, suit or proceeding or any claim, issue or matter therein.
Permissive indemnification is to be made by a court of competent jurisdiction,
the majority vote of a quorum of disinterested directors, the written opinion of
independent counsel or by the shareholders. The Registrant's code of regulations
provides that the Registrant shall indemnify such persons to the fullest extent
permitted by law. The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.

                                       3
Item 7.   Exemption from Registration Claimed.
          -----------------------------------

      Inapplicable.

Item 8.   Exhibits.
          --------

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

                  3.1            Amended and Restated Articles of Incorporation
                                 of the Company. Incorporated by reference to
                                 Exhibit 3.1 to the Company's Registration
                                 Statement on Form S-1, No. 333-48099.

                  3.2            Amendment to Amended and Restated Articles of
                                 Incorporation of the Company. Incorporated by
                                 reference to the Exhibit 3.2 to the Company's
                                 Registration Statement on Form S-1, No.
                                 333-75972.

                  3.3            Code of Regulations of the Company.
                                 Incorporated by reference to Exhibit 3.2 to the
                                 Company's Registration Statement on Form S-1,
                                 No. 333-11093.

                  4.1            The Kroll-O'Gara Company Amended and Restated
                                 2000 Stock Option Plan for Employees.
                                 Incorporated by reference to Exhibit 4.1 to the
                                 Company's Registration Statement on Form S-8,
                                 filed on June 11, 2002.

                  4.2            Amendment to The Kroll-O'Gara Company Amended
                                 and Restated 2000 Stock Option Plan for
                                 Employees.*

                  4.3            Kroll Inc. Amended and Restated Employee Stock
                                 Purchase Plan. Incorporated by reference to
                                 Annex G to the Company's Registration Statement
                                 on Form S-4, filed on May 10, 2002.

                  4.4            Kroll Inc. 1996 Stock Option Plan. Incorporated
                                 by reference to Exhibit 10.4 to the Company's
                                 Registration Statement on Form S-4, filed on
                                 March 8, 1999.

                  4.5            Amendment to the Kroll Inc. 1996 Stock Option
                                 Plan.*

                  4.6            The Kroll-O'Gara Company 2001 Non-Employee
                                 Director Stock Option Plan. Incorporated by
                                 reference to Annex C to the Company's
                                 Definitive Proxy Statement on Schedule 14A,
                                 filed on July 19, 2001.

                  4.7            Ontrack Data International, Inc. Non-Qualified
                                 Stock Option Plan. Incorporated by reference to
                                 Exhibit 10.2 to Ontrack Data International's
                                 Registration Statement on Form S-B2
                                 (Registration No. 333-05470C).

                  4.8            Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan. Incorporated by reference to
                                 Exhibit 99.1 to Ontrack Data International,
                                 Inc.'s Form S-8, filed on July 28, 2000.

                  4.9            Amendment to the Ontrack Data International,
                                 Inc. Non-Qualified Stock Option Plan and the
                                 Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan.*

                  5.1            Opinion of Kramer Levin Naftalis & Frankel LLP
                                 (including consent).*

                                       4
23.1           Consent of Kramer Levin Naftalis & Frankel LLP
                                 (included in Exhibit 5.1 to this Registration
                                 Statement).

                  23.2           Consent of Deloitte & Touche LLP.*

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

*filed herewith.

Item 9.    Undertakings.
           ------------

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

            (2) 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.

            (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.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       5
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 New York, New York, on this 21st day of June, 2002

                                    KROLL INC.

                                    By: /s/ Michael G. Cherkasky
                                       ------------------------------------
                                    Name:   Michael G. Cherkasky
                                    Title:  President and Chief Executive
                                            Officer

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below each severally constitutes and appoints Jules B. Kroll and Michael
G. Cherkasky, and each of them, as true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for them in their name,
place an stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do, or cause to be done by virtue thereof.

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

     Signature                    Title(s)                    Date
     ---------                    --------                    ----

/s/ Jules B. Kroll             Executive Chairman of         June 21, 2002
---------------------          the Board
Jules B. Kroll

/s/ Michael G. Cherkasky       President, Chief              June 21, 2002
---------------------          Executive Officer and
Michael G. Cherkasky           Director (Principal
                               Executive Officer)

/s/ Steven L. Ford             Executive Vice                June 21, 2002
---------------------          President and Chief
Steven L. Ford                 Financial Officer
                               (Principal Financial
                               and Accounting Officer)

/s/ Ben F. Allen               Director                      June 21, 2002
---------------------
Ben F. Allen

/s/ Judith Areen               Director                      June 21, 2002
---------------------
Judith Areen

/s/ Thomas E. Constance        Director                      June 21, 2002
---------------------
Thomas E. Constance

                               Director                      June __, 2002
---------------------
Raymond E. Mabus

/s/ Michael D. Shmerling       Director                      June 21, 2002
---------------------
Michael D. Shmerling

                               Director                      June __, 2002
---------------------
J. Arthur Urciuoli

                                       6
EXHIBIT INDEX

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

                  3.1            Amended and Restated Articles of Incorporation
                                 of the Company. Incorporated by reference to
                                 Exhibit 3.1 to the Company's Registration
                                 Statement on Form S-1, No. 333-48099.

                  3.2            Amendment to Amended and Restated Articles of
                                 Incorporation of the Company. Incorporated by
                                 reference to the Exhibit 3.2 to the Company's
                                 Registration Statement on Form S-1, No.
                                 333-75972.

                  3.3            Code of Regulations of the Company.
                                 Incorporated by reference to Exhibit 3.2 to the
                                 Company's Registration Statement on Form S-1,
                                 No. 333-11093.

                  4.1            The Kroll-O'Gara Company Amended and Restated
                                 2000 Stock Option Plan for Employees.
                                 Incorporated by reference to Exhibit 4.1 to the
                                 Company's Registration Statement on Form S-8,
                                 filed on June 11, 2002.

                  4.2            Amendment to The Kroll-O'Gara Company Amended
                                 and Restated 2000 Stock Option Plan for
                                 Employees.*

                  4.3            Kroll Inc. Amended and Restated Employee Stock
                                 Purchase Plan. Incorporated by reference to
                                 Annex G to the Company's Registration Statement
                                 on Form S-4, filed on May 10, 2002.

                  4.4            Kroll Inc. 1996 Stock Option Plan. Incorporated
                                 by reference to Exhibit 10.4 to the Company's
                                 Registration Statement on Form S-4, filed on
                                 March 8, 1999.

                  4.5            Amendment to the Kroll Inc. 1996 Stock Option
                                 Plan.*

                  4.6            The Kroll-O'Gara Company 2001 Non-Employee
                                 Director Stock Option Plan. Incorporated by
                                 reference to Annex C to the Company's
                                 Definitive Proxy Statement on Schedule 14A,
                                 filed on July 19, 2001.

                  4.7            Ontrack Data International, Inc. Non-Qualified
                                 Stock Option Plan. Incorporated by reference to
                                 Exhibit 10.2 to Ontrack Data International's
                                 Registration Statement on Form S-B2
                                 (Registration No. 333-05470C).

                  4.8            Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan. Incorporated by reference to
                                 Exhibit 99.1 to Ontrack Data International,
                                 Inc.'s Form S-8, filed on July 28, 2000.

                  4.9            Amendment to the Ontrack Data International,
                                 Inc. Non-Qualified Stock Option Plan and the
                                 Ontrack Data International, Inc. 1996 Stock
                                 Incentive Plan.*

                  5.1            Opinion of Kramer Levin Naftalis & Frankel LLP
                                 (including consent).*

                  23.1           Consent of Kramer Levin Naftalis & Frankel LLP
                                 (included in Exhibit 5.1 to this Registration
                                 Statement).

                                       7
23.2           Consent of Deloitte & Touche LLP.*

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

*filed herewith.

                                       8