<PAGE>
     As filed with the Securities and Exchange Commission December 29, 1995
                                                      Registration No. 33-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             ______________________
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________
                                  SPIEGEL, INC.

               (Exact name of issuer as specified in its charter)

                      Delaware                             36-2593917
            (State or other jurisdiction                (I.R.S. Employer
          of incorporation or organization)            Identification No.)

              3500 LACEY ROAD, DOWNERS GROVE, ILLINOIS  60515-5432
               (Address of principal executive office) (Zip Code)

                  SPIEGEL, INC. SEMI-MONTHLY SALARIED EMPLOYEES
                           INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                             ______________________

     JAMES W. SIEVERS                          COPY TO:
     Senior Vice President,                    Jay A. Lipe
     Chief Financial Officer                   Rooks, Pitts and Poust
     Spiegel, Inc.                             10 South Wacker Drive, Suite 2300
     3500 Lacey Road                           Chicago, Illinois  60606
     Downers Grove, Illinois  60515-5432       (312) 876-1700
     (708) 986-8800

                     (Name and address of agent for service)
                             ______________________

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                         Proposed       Proposed
                         Maximum        Maximum
                         Amount         Offering      Aggregate     Amount of
Title of Securities      To Be          Price Per     Offering      Registration
To Be Registered         Registered     Share(1)      Price(1)      Fee(1)

- --------------------------------------------------------------------------------
Class A Non-Voting
Common Stock,
par value $1.00
per share                300,000         $8.00        $2,400,000.00   $827.59

- --------------------------------------------------------------------------------
(1)  The shares are to be offered at prices not presently determinable.
Pursuant to Rule 457 the offering price is calculated solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices reported in the WALL STREET JOURNAL of December 26, 1995, of the Class A
Non-Voting Common Stock as quoted on the NASDAQ National Market System on
December 22, 1995.

As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statements Nos. 33-19663, 33-32385, 33-38478, 33-44780, 33-56200
and 33-51755.

The Exhibit Index required by Item 601 of Regulation S-K is located at page
II-11.

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

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in the registration
statement:

     (a)  The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

     (b)  All other reports filed by the registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

     (c)  The descriptions of the registrant's Class A Non-Voting Common Stock
which are contained in the registrant's registration statements filed under
section 12 of the Securities Exchange Act of 1934, including any amendment or
reports filed for the purpose of updating such descriptions.

     (d)  The registrant's Registration Statements on Form S-8 (Registration
Nos. 33-19663, 33-32385, 33-38478, 33-44780, 33-56200 and 33-51755).

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of Class A Non-Voting Common Stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other 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.

                                      II-1

<PAGE>

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article Seventh of the Registrant's Restated Certificate of
          Incorporation states as follows:

          "A director of the corporation shall not be liable to the
          corporation 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 Delaware General Corporation Law as the same exists or
          may hereafter be amended."

          Further, Article IX of the Registrant's By-Laws states as follows:

               "(a) The Corporation shall indemnify subject to the
          requirements of Subsection (d) any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (other than an action by or in
          the right of the Corporation) by reason of the fact that he is or
          was a director, officer, employee or agent of the Corporation, or
          is or was serving at the request of the Corporation as a
          director, officer, employee, fiduciary or agent of another
          corporation, partnership, joint venture, trust, employee benefit
          plan or other enterprise, against expenses (including attorneys'
          fees), judgments, fines, penalties, taxes and amounts paid in
          settlement actually and reasonably incurred by him in connection
          with such action, suit or proceeding if he acted in good faith
          and in a manner he reasonably believed to be in or not opposed to
          the best interests of the Corporation, and, with respect to any
          criminal action or proceeding, had no reasonable cause to believe
          his conduct was unlawful.  The termination of any action, suit or
          proceeding by judgment, order, settlement, conviction, or upon a
          plea of nolo contendere or its equivalent, shall not, of itself,
          create a presumption that the person did not act in good faith
          and in a manner which he reasonably believed to be in or not
          opposed to the best interests of the Corporation, and, with
          respect to any criminal action or proceeding, had reasonable
          cause to believe that his conduct was unlawful.

               (b)  The Corporation shall indemnify subject to the
          requirements of Subsection (d) any person who was or is a party
          or is threatened to be made a party to any threatened,

                                      II-2

<PAGE>

          pending or completed action or suit by or in the right of the
          Corporation to procure a judgment in its favor by reason of the fact
          that he is or was a director, officer, employee or agent of the
          Corporation, or is or was serving at the request of the Corporation as
          a director, officer, employee, fiduciary or agent of another
          corporation, partnership, joint venture, trust, employee benefit plan
          or other enterprise against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in
          a manner he reasonably believed to be in or not opposed to the best
          interests of the Corporation and except that no indemnification shall
          be made in respect of any claim, issue or matter as to which such
          person shall have been adjudged to be liable to the Corporation unless
          and only to the extent that the Court of Chancery or the court in
          which such action or suit was brought shall determine upon application
          that, despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the Court of Chancery or
          such other court shall deem proper.

               (c)  To the extent that a director, officer, employee or
          agent of the Corporation, or a director, officer, employee,
          fiduciary or agent of any other enterprise serving at the request
          of the Corporation, has been successful on the merits or
          otherwise in defense of any action, suit or proceeding referred
          to in Subsections (a) and (b), or in defense of any claim, issue
          or matter therein, the Corporation shall indemnify him against
          expenses (including attorneys' fees) actually and reasonably
          incurred by him in connection therewith.

               (d)  Any indemnification under Subsections (a) and (b)
          (unless ordered by a court) shall be made by the Corporation only
          as authorized in the specific case upon a determination that
          indemnification of the director, officer, employee, fiduciary or
          agent is proper in the circumstances because he has met the
          applicable standard of conduct set forth in Subsections (a) and
          (b).  Such determination shall be made (1) by the board of
          directors by a majority vote of a quorum consisting of directors
          who were not parties to such action, suit or proceeding, or (2)
          if such quorum is not obtainable, or, even if obtainable a quorum
          of disinterested directors so directs, by independent legal
          counsel in a written opinion, or (3) by the stockholders.

               (e)  Expenses incurred by a director, officer, employee,
          fiduciary or agent in defending a civil or criminal action, suit
          or proceeding may be paid by the Corporation in advance of the
          final disposition of such action, suit or proceeding as
          authorized by the Board of Directors in the specific case upon
          receipt of an undertaking by or on behalf of the director,
          officer, employee, fiduciary or agent to repay such amount if it
          shall ultimately be determined that he is not entitled to be
          indemnified by the Corporation as authorized in this Section.

                                      II-3

<PAGE>


               (f)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, the other Subsections of
          this Section shall not limit the Corporation from providing any
          other indemnification permitted by law nor shall it be deemed
          exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under
          any by-law, agreement, vote of stockholders or disinterested
          directors or otherwise, both as to action in his official
          capacity and as to action in another capacity while holding such
          office.

               (g)  The provisions of this Section shall be applicable to
          all actions, suits or proceedings pending at the time or
          commenced after the adoption of this Section, whether arising
          from acts or omissions to act occurring, or based on claims
          asserted, before or after the adoption of this Section.  A
          finding that any provision of this Section is invalid or of
          limited application shall not affect any other provision of this
          Section nor shall a finding that any portion of any provision of
          this Section is invalid or of limited application affect the
          balance of such provision.

               (h)  The Corporation shall have power to purchase and
          maintain insurance on behalf of any person who is or was a
          director, officer, employee or agent of the Corporation, or is or
          was serving at the request of the Corporation as a director,
          officer, employee, fiduciary or agent of another corporation,
          partnership, joint venture, trust, employee benefit plan or other
          enterprise against any liability asserted against him and
          incurred by him in any such capacity, or arising out of his
          status as such, whether or not the Corporation would have the
          power to indemnify him against such liability under the
          provisions of this Section.

               (i)  All terms contained in this Section shall have the
          meaning given to them by Section 145 of the Delaware General
          Corporation Law.

               (j)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, this Section shall continue
          as to a person who has ceased to be a director, officer, employee
          or agent and shall inure to the benefit of the heirs, executors
          and administrators of such a person."

          Section 145 of the General Corporation Law of the State of Delaware
provides, generally, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceeding because such person is or was a director, officer, employee or agent
of the corporation or was serving, at the request of the corporation, as a
director, officer, employee or agent of another enterprise against all costs
actually and reasonably incurred by him in connection with such suit or
proceeding if he acted in good faith and in a manner he reasonably believed not
opposed to the best interests of the corporation.  Similar indemnity is
permitted to be provided to such persons in connection with an

                                      II-4

<PAGE>

action or suit by or in the right of a corporation, provided such person acted
in good faith and in a manner he believed to be not opposed to the best
interests of the corporation, and provided further that such person shall not
have been adjudged liable for negligence or misconduct in the performance of his
duty to the corporation.

     Section 102(b) of the General Corporation Law of the State of Delaware in
dealing with matters that may be contained in the certificate of incorporation,
provides that the corporation, in its original certificate or an amendment
thereto, may include a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for damages for the breach
of the director's fiduciary duty.  Such a provision may not eliminate or limit
the director's liability for a breach of the duty of loyalty, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for an unlawful payment of dividends or unlawful stock
purchases or redemptions, or for any transaction from which the director derived
an improper personal benefit.

     The Registrant has obtained directors' and officers' insurance which
insures directors and officers of the Registrant against wrongful acts as a
director or officer, including civil liabilities pursuant to the Securities Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The exhibits to the registration statement are listed in the Exhibit Index
     elsewhere herein.

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:

          (i)       To include any prospectus required by section 10(a)(3) of
                    the Securities Act of 1933;

          (ii)      To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,

                                      II-5

<PAGE>

                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

          (iii)     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;

                    Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
                    shall not apply if the information required to be included
                    in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed by the registrant
                    pursuant to section 13 or section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in
                    the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e)  The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                      II-6

<PAGE>

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange 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 proceedings) 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.

                                      II-7

<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 Chicago, State of Illinois, on the 29th day of
December, 1995.


                                             SPIEGEL, INC.


                                        By:  /s/John J. Shea
                                             -----------------------------------
                                             John J. Shea, Vice Chairman,
                                             President and Chief Executive
                                             Officer and Principal Operating
                                             Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 29th day of December, 1995.

     Signature                               Title
     ---------                               -----


/s/John J. Shea                    Vice Chairman, President, Chief Executive
- ------------------------------     Officer and Director (Principal Operating
John J. Shea                       Executive Officer)


/s/James W. Sievers                Senior Vice President, Chief Financial
- ------------------------------     Officer and Director (Principal Financial
James W. Sievers                   and Accounting Officer)


- ------------------------------     Director
*Kenneth A. Bochenski

                                      II-8

<PAGE>

- ------------------------------     Director
*Dr. Michael Otto



- ------------------------------     Director
Hans-Christoph Fischer




- ------------------------------     Director
*Thomas Bohlmann



- ------------------------------     Director
Horst R. Hansen



- ------------------------------     Director
Karl-August Hopmann



- ------------------------------     Director
*Dr. Peter Mueller



- ------------------------------     Director
Dr. Peer Witten

                                      II-9

<PAGE>


- ------------------------------     Director
*David C. Moon



- ------------------------------     Director
Hans Jorg Hammer



- ------------------------------     Director
*Dr. Michael Crusemann



*By: /s/John J. Shea
     -------------------------
     Attorney-in-Fact

                                      II-10

<PAGE>

                                  EXHIBIT INDEX

                                                                        Page No.
                                                                        --------

*4(a)          Restated Certificate of Incorporation of the
               Company (filed by incorporation by reference to
               Exhibit 4.1 to the Company's Registration
               Statement on Form S-3, Registration No. 33-50739,
               filed October 25, 1993).                                      N/A

*4(b)          By-Laws of the Company (filed by incorporation by
               reference to Exhibit 4.2 of the Company's
               Registration Statement No. 33-50739, filed October
               25, 1989).                                                    N/A

*4(c)          Specimen Stock Certificate (filed by incorporation
               by reference to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1988).              N/A

5              Opinion of Rooks, Pitts and Poust regarding the
               legality of the Class A Non-Voting Common Stock being
               registered.                                                    12

15             Not applicable.                                               N/A

24(a)          Consent of Rooks, Pitts and Poust (contained in Exhibit 5)    N/A

24(b)          Consent of KPMG Peat Marwick LLP                               14

25             Powers of Attorney.                                            15

28(a)          Spiegel, Inc. Semi-Monthly Salaried Employees
               Incentive Stock Option Plan, as Amended and
               Restated as of December 1, 1995.                               23

*28(b)         Form of Stock Option Agreement, as amended as of
               December 29, 1993 (filed by incorporation by
               reference to Exhibit 28(b) of Registration
               Statement on Form S-8 No. 33-51755, filed December
               29, 1993).                                                    N/A

29             Not applicable.                                               N/A


_______________
*Incorporated by reference.

                                    II-11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27194}]
{"company-data": {"conformed-name": "SPIEGEL INC", "cik": "0000276641", "assigned-sic": "5961", "irs-number": "362593917", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65469", "film-number": "95606059"}, "business-address": {"street1": "3500 LACEY RD", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515-5432", "phone": "7089868800"}, "mail-address": {"street1": "3500 LACEY ROAD", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515-5432"}}
As filed with the Securities and Exchange Commission December 29, 1995
                                                      Registration No. 33-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                             ______________________
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________
                                  SPIEGEL, INC.

               (Exact name of issuer as specified in its charter)

                      Delaware                             36-2593917
            (State or other jurisdiction                (I.R.S. Employer
          of incorporation or organization)            Identification No.)

              3500 LACEY ROAD, DOWNERS GROVE, ILLINOIS  60515-5432
               (Address of principal executive office) (Zip Code)

                  SPIEGEL, INC. SEMI-MONTHLY SALARIED EMPLOYEES
                           INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                             ______________________

     JAMES W. SIEVERS                          COPY TO:
     Senior Vice President,                    Jay A. Lipe
     Chief Financial Officer                   Rooks, Pitts and Poust
     Spiegel, Inc.                             10 South Wacker Drive, Suite 2300
     3500 Lacey Road                           Chicago, Illinois  60606
     Downers Grove, Illinois  60515-5432       (312) 876-1700
     (708) 986-8800

                     (Name and address of agent for service)
                             ______________________

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                         Proposed       Proposed
                         Maximum        Maximum
                         Amount         Offering      Aggregate     Amount of
Title of Securities      To Be          Price Per     Offering      Registration
To Be Registered         Registered     Share(1)      Price(1)      Fee(1)

- --------------------------------------------------------------------------------
Class A Non-Voting
Common Stock,
par value $1.00
per share                300,000         $8.00        $2,400,000.00   $827.59

- --------------------------------------------------------------------------------
(1)  The shares are to be offered at prices not presently determinable.
Pursuant to Rule 457 the offering price is calculated solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices reported in the WALL STREET JOURNAL of December 26, 1995, of the Class A
Non-Voting Common Stock as quoted on the NASDAQ National Market System on
December 22, 1995.

As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statements Nos. 33-19663, 33-32385, 33-38478, 33-44780, 33-56200
and 33-51755.

The Exhibit Index required by Item 601 of Regulation S-K is located at page
II-11.

- --------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in the registration
statement:

     (a)  The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

     (b)  All other reports filed by the registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

     (c)  The descriptions of the registrant's Class A Non-Voting Common Stock
which are contained in the registrant's registration statements filed under
section 12 of the Securities Exchange Act of 1934, including any amendment or
reports filed for the purpose of updating such descriptions.

     (d)  The registrant's Registration Statements on Form S-8 (Registration
Nos. 33-19663, 33-32385, 33-38478, 33-44780, 33-56200 and 33-51755).

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of Class A Non-Voting Common Stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be a part hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other 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.

                                      II-1
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article Seventh of the Registrant's Restated Certificate of
          Incorporation states as follows:

          "A director of the corporation shall not be liable to the
          corporation 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 Delaware General Corporation Law as the same exists or
          may hereafter be amended."

          Further, Article IX of the Registrant's By-Laws states as follows:

               "(a) The Corporation shall indemnify subject to the
          requirements of Subsection (d) any person who was or is a party
          or is threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (other than an action by or in
          the right of the Corporation) by reason of the fact that he is or
          was a director, officer, employee or agent of the Corporation, or
          is or was serving at the request of the Corporation as a
          director, officer, employee, fiduciary or agent of another
          corporation, partnership, joint venture, trust, employee benefit
          plan or other enterprise, against expenses (including attorneys'
          fees), judgments, fines, penalties, taxes and amounts paid in
          settlement actually and reasonably incurred by him in connection
          with such action, suit or proceeding if he acted in good faith
          and in a manner he reasonably believed to be in or not opposed to
          the best interests of the Corporation, and, with respect to any
          criminal action or proceeding, had no reasonable cause to believe
          his conduct was unlawful.  The termination of any action, suit or
          proceeding by judgment, order, settlement, conviction, or upon a
          plea of nolo contendere or its equivalent, shall not, of itself,
          create a presumption that the person did not act in good faith
          and in a manner which he reasonably believed to be in or not
          opposed to the best interests of the Corporation, and, with
          respect to any criminal action or proceeding, had reasonable
          cause to believe that his conduct was unlawful.

               (b)  The Corporation shall indemnify subject to the
          requirements of Subsection (d) any person who was or is a party
          or is threatened to be made a party to any threatened,

                                      II-2
pending or completed action or suit by or in the right of the
          Corporation to procure a judgment in its favor by reason of the fact
          that he is or was a director, officer, employee or agent of the
          Corporation, or is or was serving at the request of the Corporation as
          a director, officer, employee, fiduciary or agent of another
          corporation, partnership, joint venture, trust, employee benefit plan
          or other enterprise against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in
          a manner he reasonably believed to be in or not opposed to the best
          interests of the Corporation and except that no indemnification shall
          be made in respect of any claim, issue or matter as to which such
          person shall have been adjudged to be liable to the Corporation unless
          and only to the extent that the Court of Chancery or the court in
          which such action or suit was brought shall determine upon application
          that, despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the Court of Chancery or
          such other court shall deem proper.

               (c)  To the extent that a director, officer, employee or
          agent of the Corporation, or a director, officer, employee,
          fiduciary or agent of any other enterprise serving at the request
          of the Corporation, has been successful on the merits or
          otherwise in defense of any action, suit or proceeding referred
          to in Subsections (a) and (b), or in defense of any claim, issue
          or matter therein, the Corporation shall indemnify him against
          expenses (including attorneys' fees) actually and reasonably
          incurred by him in connection therewith.

               (d)  Any indemnification under Subsections (a) and (b)
          (unless ordered by a court) shall be made by the Corporation only
          as authorized in the specific case upon a determination that
          indemnification of the director, officer, employee, fiduciary or
          agent is proper in the circumstances because he has met the
          applicable standard of conduct set forth in Subsections (a) and
          (b).  Such determination shall be made (1) by the board of
          directors by a majority vote of a quorum consisting of directors
          who were not parties to such action, suit or proceeding, or (2)
          if such quorum is not obtainable, or, even if obtainable a quorum
          of disinterested directors so directs, by independent legal
          counsel in a written opinion, or (3) by the stockholders.

               (e)  Expenses incurred by a director, officer, employee,
          fiduciary or agent in defending a civil or criminal action, suit
          or proceeding may be paid by the Corporation in advance of the
          final disposition of such action, suit or proceeding as
          authorized by the Board of Directors in the specific case upon
          receipt of an undertaking by or on behalf of the director,
          officer, employee, fiduciary or agent to repay such amount if it
          shall ultimately be determined that he is not entitled to be
          indemnified by the Corporation as authorized in this Section.

                                      II-3
(f)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, the other Subsections of
          this Section shall not limit the Corporation from providing any
          other indemnification permitted by law nor shall it be deemed
          exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under
          any by-law, agreement, vote of stockholders or disinterested
          directors or otherwise, both as to action in his official
          capacity and as to action in another capacity while holding such
          office.

               (g)  The provisions of this Section shall be applicable to
          all actions, suits or proceedings pending at the time or
          commenced after the adoption of this Section, whether arising
          from acts or omissions to act occurring, or based on claims
          asserted, before or after the adoption of this Section.  A
          finding that any provision of this Section is invalid or of
          limited application shall not affect any other provision of this
          Section nor shall a finding that any portion of any provision of
          this Section is invalid or of limited application affect the
          balance of such provision.

               (h)  The Corporation shall have power to purchase and
          maintain insurance on behalf of any person who is or was a
          director, officer, employee or agent of the Corporation, or is or
          was serving at the request of the Corporation as a director,
          officer, employee, fiduciary or agent of another corporation,
          partnership, joint venture, trust, employee benefit plan or other
          enterprise against any liability asserted against him and
          incurred by him in any such capacity, or arising out of his
          status as such, whether or not the Corporation would have the
          power to indemnify him against such liability under the
          provisions of this Section.

               (i)  All terms contained in this Section shall have the
          meaning given to them by Section 145 of the Delaware General
          Corporation Law.

               (j)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, this Section shall continue
          as to a person who has ceased to be a director, officer, employee
          or agent and shall inure to the benefit of the heirs, executors
          and administrators of such a person."

          Section 145 of the General Corporation Law of the State of Delaware
provides, generally, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceeding because such person is or was a director, officer, employee or agent
of the corporation or was serving, at the request of the corporation, as a
director, officer, employee or agent of another enterprise against all costs
actually and reasonably incurred by him in connection with such suit or
proceeding if he acted in good faith and in a manner he reasonably believed not
opposed to the best interests of the corporation.  Similar indemnity is
permitted to be provided to such persons in connection with an

                                      II-4
action or suit by or in the right of a corporation, provided such person acted
in good faith and in a manner he believed to be not opposed to the best
interests of the corporation, and provided further that such person shall not
have been adjudged liable for negligence or misconduct in the performance of his
duty to the corporation.

     Section 102(b) of the General Corporation Law of the State of Delaware in
dealing with matters that may be contained in the certificate of incorporation,
provides that the corporation, in its original certificate or an amendment
thereto, may include a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for damages for the breach
of the director's fiduciary duty.  Such a provision may not eliminate or limit
the director's liability for a breach of the duty of loyalty, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for an unlawful payment of dividends or unlawful stock
purchases or redemptions, or for any transaction from which the director derived
an improper personal benefit.

     The Registrant has obtained directors' and officers' insurance which
insures directors and officers of the Registrant against wrongful acts as a
director or officer, including civil liabilities pursuant to the Securities Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The exhibits to the registration statement are listed in the Exhibit Index
     elsewhere herein.

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:

          (i)       To include any prospectus required by section 10(a)(3) of
                    the Securities Act of 1933;

          (ii)      To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,

                                      II-5
individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

          (iii)     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;

                    Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
                    shall not apply if the information required to be included
                    in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed by the registrant
                    pursuant to section 13 or section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in
                    the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, 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 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e)  The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                      II-6
(h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange 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 proceedings) 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.

                                      II-7
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 Chicago, State of Illinois, on the 29th day of
December, 1995.

                                             SPIEGEL, INC.

                                        By:  /s/John J. Shea
                                             -----------------------------------
                                             John J. Shea, Vice Chairman,
                                             President and Chief Executive
                                             Officer and Principal Operating
                                             Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 29th day of December, 1995.

     Signature                               Title
     ---------                               -----

/s/John J. Shea                    Vice Chairman, President, Chief Executive
- ------------------------------     Officer and Director (Principal Operating
John J. Shea                       Executive Officer)

/s/James W. Sievers                Senior Vice President, Chief Financial
- ------------------------------     Officer and Director (Principal Financial
James W. Sievers                   and Accounting Officer)

- ------------------------------     Director
*Kenneth A. Bochenski

                                      II-8
- ------------------------------     Director
*Dr. Michael Otto

- ------------------------------     Director
Hans-Christoph Fischer

- ------------------------------     Director
*Thomas Bohlmann

- ------------------------------     Director
Horst R. Hansen

- ------------------------------     Director
Karl-August Hopmann

- ------------------------------     Director
*Dr. Peter Mueller

- ------------------------------     Director
Dr. Peer Witten

                                      II-9
- ------------------------------     Director
*David C. Moon

- ------------------------------     Director
Hans Jorg Hammer

- ------------------------------     Director
*Dr. Michael Crusemann

*By: /s/John J. Shea
     -------------------------
     Attorney-in-Fact

                                      II-10
EXHIBIT INDEX

                                                                        Page No.
                                                                        --------

*4(a)          Restated Certificate of Incorporation of the
               Company (filed by incorporation by reference to
               Exhibit 4.1 to the Company's Registration
               Statement on Form S-3, Registration No. 33-50739,
               filed October 25, 1993).                                      N/A

*4(b)          By-Laws of the Company (filed by incorporation by
               reference to Exhibit 4.2 of the Company's
               Registration Statement No. 33-50739, filed October
               25, 1989).                                                    N/A

*4(c)          Specimen Stock Certificate (filed by incorporation
               by reference to the Company's Annual Report on
               Form 10-K for the year ended December 31, 1988).              N/A

5              Opinion of Rooks, Pitts and Poust regarding the
               legality of the Class A Non-Voting Common Stock being
               registered.                                                    12

15             Not applicable.                                               N/A

24(a)          Consent of Rooks, Pitts and Poust (contained in Exhibit 5)    N/A

24(b)          Consent of KPMG Peat Marwick LLP                               14

25             Powers of Attorney.                                            15

28(a)          Spiegel, Inc. Semi-Monthly Salaried Employees
               Incentive Stock Option Plan, as Amended and
               Restated as of December 1, 1995.                               23

*28(b)         Form of Stock Option Agreement, as amended as of
               December 29, 1993 (filed by incorporation by
               reference to Exhibit 28(b) of Registration
               Statement on Form S-8 No. 33-51755, filed December
               29, 1993).                                                    N/A

29             Not applicable.                                               N/A

_______________
*Incorporated by reference.

                                    II-11