As filed with the Securities and Exchange Commission on December 8, 2003.

                                                     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)

          Delaware                                            13-4131019
--------------------------------                        ------------------------
(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)
                           --------------------------

                                   KROLL INC.
                  INDUCEMENT STOCK OPTION AWARD AND AGREEMENTS
        FOR EACH OF: TODD A. NEIBERGER, DENNIS LITTLEJOHN, DAVID VINSON,
        RON GOLNICK, TOBY LUTTROPP, LINDA TROUT, DAENA LEE, JAMES DONNAN,
   JENNIFER ROBERTS, RUSSELL DONNAN, TOM FERRIN, RON CARLSON, PHILIP DENNING,
                  MARC ENGEL, THOMAS P. MARTIN AND JAMES WILSON
                            (Full Title of the Plans)


                              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)

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==========================================================================================
                                                             Proposed
                                          Maximum             Maximum          Proposed
     Title of                             Offering           Aggregate         Amount of
 Securities to be      Amount to be       Price Per           Offering        Registration
    Registered          Registered         Share             Price (1)          Fee (2)
------------------------------------------------------------------------------------------
<S>                    <C>                  <C>             <C>                 <C>
Common Stock, par      400,000 shares       $24.58           $9,832,000.00       $795.41
value $0.01 per
share ("Common Stock")
------------------------------------------------------------------------------------------
Common Stock           9,600 shares         $24.36             $233,856.00       $ 18.92
------------------------------------------------------------------------------------------
     Total                                                                       $814.33
==========================================================================================
</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 upon the exercise prices of
      outstanding options with respect to an aggregate of 409,600 shares.

(2)   0.00008090 multiplied by the proposed maximum aggregate offering price.



                                       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, 2002, filed on March 28, 2003, as amended by the Registrant's
Current Report on Form 8-K filed September 19, 2003, 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 S-3 filed with the Securities and
Exchange Commission on September 5, 2002 (File No. 333-99203), 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, 2003, filed on May 12, 2003, the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003, filed on August 14, 2003, the
Registrant's Amended Quarterly Report on Form 10-Q/A for the quarter ended June
30, 2003, filed on August 21, 2003, and the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003, filed on November 14, 2003,
all pursuant to Section 13(a) of the Exchange Act;

      (4) The Registrant's Current Reports on Form 8-K filed on March 7, 2003,
May 1, 2003, June 19, 2003, June 30, 2003, July 31, 2003, August 19, 2003,
September 5, 2003, September 17, 2003, September 19, 2003 and October 30, 2003
and the Registrant's Amended Current Report on Form 8-K/A filed on October 28,
2003;

      (5) Registrant's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on July 7, 2003 (File No. 333-106841),
including any subsequent amendment or report filed for the purpose of updating
that document; and

      (6) 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.

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.
          -----------------------------------------

      The Certificate of Incorporation (the "Certificate") of Kroll Inc. (the
"Company") limits the liability of directors to the Company and its stockholders
to the fullest extent permitted by Delaware General Corporation Law (the
"Delaware Law"). Specifically, a director will not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for
liability:

     o    for any breach of the director's duty of loyalty to the Company or its
          stockholders;

     o    for acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of the law;

     o    under Section 174 of the Delaware Law, which concerns unlawful
          payments of dividends, stock purchases or redemptions; or

                                       3
<PAGE>

     o    for any transaction from which the director derived an improper
          personal benefit.

      The Certificate provides that the Company shall indemnify its officers and
directors to the fullest extent permitted by the Delaware Law. Subject to
limited exceptions, the Company may indemnify its other employees and agents to
the extent that it indemnifies its officers and directors, unless otherwise
prohibited by law, its amended and restated certificate of incorporation, its
amended and restated bylaws or agreements. The Company is required to advance
expenses to its directors and executive officers as incurred in connection with
legal proceedings against them for which they may be indemnified. The rights
conferred are not exclusive.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.

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

          Inapplicable.

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

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

                  3.1            Amended and Restated Certificate of
                                 Incorporation of Kroll Inc. (previously
                                 filed as Exhibit 3.4 to Kroll Inc.'s
                                 Post-Effective Amendment No. 1 on Form S-3
                                 to Form S-1 (Reg. No. 333-75972), as filed
                                 with the SEC on May 3, 2002 (the
                                 "Post-Effective Amendment").

                  3.2            Amended and Restated By-laws of the
                                 Registrant (previously filed as Exhibit 3.4
                                 to the Post-Effective Amendment).

                  4.1            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Todd A.
                                 Neiberger, James Donnan and Russell Donnan
                                 (including a schedule of awards).*

                  4.2            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Ron
                                 Carlson, Tom Ferrin, Dennis Littlejohn, David
                                 Vinson, Ron Golnick, Toby Luttropp, Linda
                                 Trout, Daena Lee and Jennifer Roberts
                                 (including a schedule of awards).*

                  4.3            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Philip
                                 Denning, Marc Engel, Thomas P. Martin and James
                                 Wilson (including a schedule of awards).*

                  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).

                  23.2           Consent of Deloitte & Touche LLP.*

                  23.3           Consent of Deloitte & Touche LLP.*

                  23.4           Consent of Grant Thornton LLP.*

                  23.5           Consent of BDO Seidman LLP.*

                                       4

<PAGE>

                  23.6           Consent of Ehrhardt Keefe Steiner & Hottman
                                 PC.*

                  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 4th day of December,
2003

                                   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          December 4, 2003
--------------------------         of the Board
Jules B. Kroll

/s/ Michael G. Cherkasky           President, Chief            December 4, 2003
--------------------------         Executive Officer
Michael G. Cherkasky               and Director (Principal
                                   Executive Officer)

/s/ Steven L. Ford                 Executive Vice              December 4, 2003
--------------------------         President and Chief
Steven L. Ford                     Financial Officer
                                  (Principal Financial and
                                   Accounting Officer)

/s/ Judith Areen                   Director                    December 4, 2003
--------------------------
Judith Areen


/s/ Peter A. Cohen                 Director                    December 4, 2003
--------------------------
Peter A. Cohen


/s/ Thomas E. Constance            Director                    December 4, 2003
--------------------------
Thomas E. Constance


/s/ Simon V. Freakley              Director                    December 4, 2003
--------------------------
Simon V. Freakley


                                       6

<PAGE>


/s/ Raymond E. Mabus
--------------------------         Director                    December 4, 2003
Raymond E. Mabus


/s/ Michael D. Shmerling
--------------------------         Director                    December 4, 2003
Michael D. Shmerling


/s/ J. Arthur Urciuoli             Director                    December 4, 2003
--------------------------
J. Arthur Urciuoli




                                        7

<PAGE>

                                  EXHIBIT INDEX

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

                  3.1            Amended and Restated Certificate of
                                 Incorporation of Kroll Inc. (previously filed
                                 as Exhibit 3.4 to Kroll Inc.'s Post-Effective
                                 Amendment No. 1 on Form S-3 to Form S-1 (Reg.
                                 No. 333-75972), as filed with the SEC on May 3,
                                 2002 (the "Post-Effective Amendment").

                  3.2            Amended and Restated By-laws of the Registrant
                                 (previously filed as Exhibit 3.4 to the
                                 Post-Effective Amendment).

                  4.1            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Todd A.
                                 Neiberger, James Donnan and Russell Donnan
                                 (including a schedule of awards).*

                  4.2            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Ron
                                 Carlson, Tom Ferrin, Dennis Littlejohn, David
                                 Vinson, Ron Golnick, Toby Luttropp, Linda
                                 Trout, Daena Lee and Jennifer Roberts
                                 (including a schedule of awards).*

                  4.3            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Philip
                                 Denning, Marc Engel, Thomas Martin and James
                                 Wilson (including a schedule of awards).*

                  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).

                  23.2           Consent of Deloitte & Touche LLP.*

                  23.3           Consent of Deloitte & Touche LLP.*

                  23.4           Consent of Grant Thornton LLP.*

                  23.5           Consent of BDO Seidman LLP.*

                  23.6           Consent of Ehrhardt  Keefe  Steiner & Hottman
                                 PC.*

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

*filed herewith.



                                       8
[{"type": "S-8", "sequence": "1", "filename": "kl12005_s-8.txt", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22106}]
{"company-data": {"conformed-name": "KROLL INC", "cik": "0001020476", "assigned-sic": "7381", "irs-number": "311470817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111010", "film-number": "031043179"}, "business-address": {"street1": "900 THIRD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "(212) 593-1000"}, "mail-address": {"street1": "900 THIRD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "KROLL O GARA CO", "date-changed": "19971216"}, {"former-conformed-name": "OGARA CO /OH/", "date-changed": "19960806"}]}
As filed with the Securities and Exchange Commission on December 8, 2003.

                                                     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)

          Delaware                                            13-4131019
--------------------------------                        ------------------------
(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)
                           --------------------------

                                   KROLL INC.
                  INDUCEMENT STOCK OPTION AWARD AND AGREEMENTS
        FOR EACH OF: TODD A. NEIBERGER, DENNIS LITTLEJOHN, DAVID VINSON,
        RON GOLNICK, TOBY LUTTROPP, LINDA TROUT, DAENA LEE, JAMES DONNAN,
   JENNIFER ROBERTS, RUSSELL DONNAN, TOM FERRIN, RON CARLSON, PHILIP DENNING,
                  MARC ENGEL, THOMAS P. MARTIN AND JAMES WILSON
                            (Full Title of the Plans)

                              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)
CALCULATION OF REGISTRATION FEE

==========================================================================================
                                                             Proposed
                                          Maximum             Maximum          Proposed
     Title of                             Offering           Aggregate         Amount of
 Securities to be      Amount to be       Price Per           Offering        Registration
    Registered          Registered         Share             Price (1)          Fee (2)
------------------------------------------------------------------------------------------
Common Stock, par      400,000 shares       $24.58           $9,832,000.00       $795.41
value $0.01 per
share ("Common Stock")
------------------------------------------------------------------------------------------
Common Stock           9,600 shares         $24.36             $233,856.00       $ 18.92
------------------------------------------------------------------------------------------
     Total                                                                       $814.33
==========================================================================================
(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 upon the exercise prices of
      outstanding options with respect to an aggregate of 409,600 shares.

(2)   0.00008090 multiplied by the proposed maximum aggregate offering price.

                                       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, 2002, filed on March 28, 2003, as amended by the Registrant's
Current Report on Form 8-K filed September 19, 2003, 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 S-3 filed with the Securities and
Exchange Commission on September 5, 2002 (File No. 333-99203), 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, 2003, filed on May 12, 2003, the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2003, filed on August 14, 2003, the
Registrant's Amended Quarterly Report on Form 10-Q/A for the quarter ended June
30, 2003, filed on August 21, 2003, and the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003, filed on November 14, 2003,
all pursuant to Section 13(a) of the Exchange Act;

      (4) The Registrant's Current Reports on Form 8-K filed on March 7, 2003,
May 1, 2003, June 19, 2003, June 30, 2003, July 31, 2003, August 19, 2003,
September 5, 2003, September 17, 2003, September 19, 2003 and October 30, 2003
and the Registrant's Amended Current Report on Form 8-K/A filed on October 28,
2003;

      (5) Registrant's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on July 7, 2003 (File No. 333-106841),
including any subsequent amendment or report filed for the purpose of updating
that document; and

      (6) 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.

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.
          -----------------------------------------

      The Certificate of Incorporation (the "Certificate") of Kroll Inc. (the
"Company") limits the liability of directors to the Company and its stockholders
to the fullest extent permitted by Delaware General Corporation Law (the
"Delaware Law"). Specifically, a director will not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for
liability:

     o    for any breach of the director's duty of loyalty to the Company or its
          stockholders;

     o    for acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of the law;

     o    under Section 174 of the Delaware Law, which concerns unlawful
          payments of dividends, stock purchases or redemptions; or

                                       3
o    for any transaction from which the director derived an improper
          personal benefit.

      The Certificate provides that the Company shall indemnify its officers and
directors to the fullest extent permitted by the Delaware Law. Subject to
limited exceptions, the Company may indemnify its other employees and agents to
the extent that it indemnifies its officers and directors, unless otherwise
prohibited by law, its amended and restated certificate of incorporation, its
amended and restated bylaws or agreements. The Company is required to advance
expenses to its directors and executive officers as incurred in connection with
legal proceedings against them for which they may be indemnified. The rights
conferred are not exclusive.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.

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

          Inapplicable.

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

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

                  3.1            Amended and Restated Certificate of
                                 Incorporation of Kroll Inc. (previously
                                 filed as Exhibit 3.4 to Kroll Inc.'s
                                 Post-Effective Amendment No. 1 on Form S-3
                                 to Form S-1 (Reg. No. 333-75972), as filed
                                 with the SEC on May 3, 2002 (the
                                 "Post-Effective Amendment").

                  3.2            Amended and Restated By-laws of the
                                 Registrant (previously filed as Exhibit 3.4
                                 to the Post-Effective Amendment).

                  4.1            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Todd A.
                                 Neiberger, James Donnan and Russell Donnan
                                 (including a schedule of awards).*

                  4.2            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Ron
                                 Carlson, Tom Ferrin, Dennis Littlejohn, David
                                 Vinson, Ron Golnick, Toby Luttropp, Linda
                                 Trout, Daena Lee and Jennifer Roberts
                                 (including a schedule of awards).*

                  4.3            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Philip
                                 Denning, Marc Engel, Thomas P. Martin and James
                                 Wilson (including a schedule of awards).*

                  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).

                  23.2           Consent of Deloitte & Touche LLP.*

                  23.3           Consent of Deloitte & Touche LLP.*

                  23.4           Consent of Grant Thornton LLP.*

                  23.5           Consent of BDO Seidman LLP.*

                                       4
23.6           Consent of Ehrhardt Keefe Steiner & Hottman
                                 PC.*

                  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 4th day of December,
2003

                                   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          December 4, 2003
--------------------------         of the Board
Jules B. Kroll

/s/ Michael G. Cherkasky           President, Chief            December 4, 2003
--------------------------         Executive Officer
Michael G. Cherkasky               and Director (Principal
                                   Executive Officer)

/s/ Steven L. Ford                 Executive Vice              December 4, 2003
--------------------------         President and Chief
Steven L. Ford                     Financial Officer
                                  (Principal Financial and
                                   Accounting Officer)

/s/ Judith Areen                   Director                    December 4, 2003
--------------------------
Judith Areen

/s/ Peter A. Cohen                 Director                    December 4, 2003
--------------------------
Peter A. Cohen

/s/ Thomas E. Constance            Director                    December 4, 2003
--------------------------
Thomas E. Constance

/s/ Simon V. Freakley              Director                    December 4, 2003
--------------------------
Simon V. Freakley

                                       6
/s/ Raymond E. Mabus
--------------------------         Director                    December 4, 2003
Raymond E. Mabus

/s/ Michael D. Shmerling
--------------------------         Director                    December 4, 2003
Michael D. Shmerling

/s/ J. Arthur Urciuoli             Director                    December 4, 2003
--------------------------
J. Arthur Urciuoli

                                        7
EXHIBIT INDEX

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

                  3.1            Amended and Restated Certificate of
                                 Incorporation of Kroll Inc. (previously filed
                                 as Exhibit 3.4 to Kroll Inc.'s Post-Effective
                                 Amendment No. 1 on Form S-3 to Form S-1 (Reg.
                                 No. 333-75972), as filed with the SEC on May 3,
                                 2002 (the "Post-Effective Amendment").

                  3.2            Amended and Restated By-laws of the Registrant
                                 (previously filed as Exhibit 3.4 to the
                                 Post-Effective Amendment).

                  4.1            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Todd A.
                                 Neiberger, James Donnan and Russell Donnan
                                 (including a schedule of awards).*

                  4.2            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Ron
                                 Carlson, Tom Ferrin, Dennis Littlejohn, David
                                 Vinson, Ron Golnick, Toby Luttropp, Linda
                                 Trout, Daena Lee and Jennifer Roberts
                                 (including a schedule of awards).*

                  4.3            Form of Stock Option Award and Agreement by and
                                 between the Registrant and each of: Philip
                                 Denning, Marc Engel, Thomas Martin and James
                                 Wilson (including a schedule of awards).*

                  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).

                  23.2           Consent of Deloitte & Touche LLP.*

                  23.3           Consent of Deloitte & Touche LLP.*

                  23.4           Consent of Grant Thornton LLP.*

                  23.5           Consent of BDO Seidman LLP.*

                  23.6           Consent of Ehrhardt  Keefe  Steiner & Hottman
                                 PC.*

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

*filed herewith.

                                       8