As filed with the Securities and Exchange Commission on December 15, 1994

                                        Registration No. 33-_____
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

              THE READER'S DIGEST ASSOCIATION, INC.
     (Exact name of registrant as specified in its charter)

                Delaware                           13-1726769
     (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)            Identification No.)

          Pleasantville, New York                  10570-7000
 (Address of Principal Executive Offices)          (Zip Code)
                                
The Reader's Digest Association, Inc. 1994 Key Employee Long Term
                         Incentive Plan
                    (Full title of the plan)

                       C.H.R. DuPree, Esq.
                    Associate General Counsel
              The Reader's Digest Association, Inc.
               Pleasantville, New York  10570-7000
             (Name and address of agent for service)
                         (914) 238-1000
  (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                 CALCULATION OF REGISTRATION FEE

Title of securities        Amount to be       Proposed maximum     Proposed maxmimum     Amount of
to be registered           registered (1)    offering price per   aggregate offering    registration  
                                                share(2)             price(2)            fee(2)
<S>                          <C>                  <C>                <C>                <C>
Class A Nonvoting Common
Stock, $.01 par value        6,000,000            $44.8125           $268,875,000       $92,715.52

<FN>
(1)  An undetermined number of additional shares may be issued if
     the adjustment provisions of the plan becomes operative.

(2)  Calculated pursuant to rule 457(c),
     based upon the average of the high and low prices of
     registrant's Class A Nonvoting Common Stock on the New York
     Stock Exchange on December 9, 1994.
</FN>
</TABLE>
                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

       The following documents are incorporated by reference in
the Registration Statement:

       (a)     the registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1994, filed with the Commission
pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");

       (b)     all other reports filed by the registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since June 30,
1994; and

       (c)     the description of the Class A Nonvoting Common
Stock that is contained or incorporated by reference in the
Registration Statement on Form 8-A (File No. 1-10434) of the
registrant filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

       All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities 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.


Item 6.   Indemnification of Directors and Officers

       Registrant's Certificate of Incorporation provides that
the registrant shall indemnify each director and officer of the
registrant to the fullest extent permitted by law, subject to the
limitations set forth in its By-Laws.  The By-Laws provide that
the registrant shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director or officer of the registrant or
serves or served at the request of the registrant any other
enterprise as a director or officer.

       Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of directors and
officers under certain circumstances.  The directors and officers
of the registrant are also covered by certain insurance policies
maintained by the registrant that insure against certain
liabilities that a director or officer may incur in such
capacity.


Item 8.   Exhibits

4.1.1  Restated Certificate of Incorporation of The Reader's
       Digest Association, Inc. filed with the State of Delaware
       on February 7, 1990, filed as Exhibit 3.1.1 to the
       registrant's Form 10-K for the fiscal year ended June 30,
       1993, is incorporated herein by reference.

4.1.2  Certificate of Amendment of the Certificate of
       Incorporation of The Reader's Digest Association, Inc.
       filed with the State of Delaware on February 22, 1991,
       filed as Exhibit 3.1.2 to the registrant's Form 10-K for
       the fiscal year ended June 30, 1993, is incorporated
       herein by reference.

4.2.   Amended and Restated By-Laws of The Reader's Digest
       Association, Inc., effective February 22, 1991, filed as
       Exhibit 3.2 to the registrant's Form 10-K for the fiscal
       year ended June 30, 1993, is incorporated herein by
       reference.

4.3    The Reader's Digest Association, Inc. 1994 Key Employee
       Long Term Incentive Plan, filed as Exhibit 10.17 to the
       registrant's Form 10-Q for the fiscal quarter ended March
       31, 1994, is incorporated herein by reference.

5      Opinion of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant, relating to the legality of the
       securities being registered.

23.1   Consent of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant (contained in the opinion filed as
       Exhibit 5 to the registration statement).

23.2   Consent of KPMG Peat Marwick LLP.


Item 9.   Undertakings

       The undersigned registrant hereby undertakes:

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

           (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (other than information
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 this registration
statement);

           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement (other than information 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 this 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;

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

       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 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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.

       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 foregoing provisions, 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 of
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
                           SIGNATURES

       Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of New Castle, State of New York, on this ninth day of
December 1994.

                              THE  READER'S  DIGEST  ASSOCIATION, INC.
                                                           
                              By:      James P. Schadt
                                       James P. Schadt
                                 President and Chief Executive
                                          Officer

       Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:


       Signature                  Title                       Date

     George V. Grune      Chairman of the Board; Director   December 9, 1994
    (George V. Grune)

     James P. Schadt      President and Chief Executive     December 9, 1994
    (James P. Schadt)     Officer; Director

     Melvin R. Laird      Vice President and Senior         December 9, 1994
    (Melvin R. Laird)     Counsellor; Director

   Anthony W. Ruggiero    Senior Vice President and Chief   December 9, 1994
  (Anthony W. Ruggiero)   Financial Officer

    Joseph G. NeCastro    Vice President and Controller     December 9, 1994
   (Joseph G. NeCastro)

    William G. Bowen      Director                          December 9, 1994
   (William G. Bowen)

    Lynne V. Cheney       Director                          December 9, 1994
   (Lynne V. Cheney)

  M. Christine DeVita     Director                          December 9, 1994
 (M. Christine DeVita)

    James E. Preston      Director                          December 9, 1994
   (James E. Preston)

   Robert G. Schwartz     Director                          December 9, 1994
  (Robert G. Schwartz)

   Walter V. Shipley      Director                          December 9, 1994
  (Walter V. Shipley)

       C.J. Silas         Director                          December 9, 1994
      (C.J. Silas)

                          EXHIBIT INDEX

Exhibit                                                                    Page
4.1.1  Restated Certificate of Incorporation of The Reader's
       Digest Association, Inc. filed with the State of Delaware on
       February 7, 1990, filed as Exhibit 3.1.1 to the registrant's Form
       10-K for the fiscal year ended June 30, 1993, is incorporated
       herein by reference.

4.1.2  Certificate of Amendment of the Certificate of
       Incorporation of The Reader's Digest Association, Inc.
       filed with the State of Delaware on February 22, 1991,
       filed as Exhibit 3.1.2 to the registrant's Form 10-K for
       the fiscal year ended June 30, 1993, is incorporated
       herein by reference.

4.2.   Amended and Restated By-Laws of The Reader's Digest
       Association, Inc., effective February 22, 1991, filed as
       Exhibit 3.2 to the registrant's Form 10-K for the fiscal
       year ended June 30, 1993, is incorporated herein by
       reference.

4.3    The Reader's Digest Association, Inc. 1994 Key Employee
       Long Term Incentive Plan, filed as Exhibit 10.17 to the
       registrant's Form 10-Q for the fiscal quarter ended March
       31, 1994, is incorporated herein by reference.

5      Opinion of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant, relating to the legality of the
       securities being registered.                                          8

23.1   Consent of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant (contained in the opinion filed as Exhibit 5 to
       the registration statement).

23.2   Consent of KPMG Peat Marwick LLP.                                     9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13792}]
{"company-data": {"conformed-name": "READERS DIGEST ASSOCIATION INC", "cik": "0000858558", "assigned-sic": "2721", "irs-number": "131726769", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56883", "film-number": "94565018"}, "business-address": {"street1": "READERS DIGEST ROAD", "city": "PLEASANTVILLE", "state": "NY", "zip": "10570", "phone": "9142381000"}}
As filed with the Securities and Exchange Commission on December 15, 1994

                                        Registration No. 33-_____
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

              THE READER'S DIGEST ASSOCIATION, INC.
     (Exact name of registrant as specified in its charter)

                Delaware                           13-1726769
     (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)            Identification No.)

          Pleasantville, New York                  10570-7000
 (Address of Principal Executive Offices)          (Zip Code)
                                
The Reader's Digest Association, Inc. 1994 Key Employee Long Term
                         Incentive Plan
                    (Full title of the plan)

                       C.H.R. DuPree, Esq.
                    Associate General Counsel
              The Reader's Digest Association, Inc.
               Pleasantville, New York  10570-7000
             (Name and address of agent for service)
                         (914) 238-1000
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

Title of securities        Amount to be       Proposed maximum     Proposed maxmimum     Amount of
to be registered           registered (1)    offering price per   aggregate offering    registration  
                                                share(2)             price(2)            fee(2)
Class A Nonvoting Common
Stock, $.01 par value        6,000,000            $44.8125           $268,875,000       $92,715.52
(1)  An undetermined number of additional shares may be issued if
     the adjustment provisions of the plan becomes operative.

(2)  Calculated pursuant to rule 457(c),
     based upon the average of the high and low prices of
     registrant's Class A Nonvoting Common Stock on the New York
     Stock Exchange on December 9, 1994.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

       The following documents are incorporated by reference in
the Registration Statement:

       (a)     the registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1994, filed with the Commission
pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");

       (b)     all other reports filed by the registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since June 30,
1994; and

       (c)     the description of the Class A Nonvoting Common
Stock that is contained or incorporated by reference in the
Registration Statement on Form 8-A (File No. 1-10434) of the
registrant filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

       All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities 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.

Item 6.   Indemnification of Directors and Officers

       Registrant's Certificate of Incorporation provides that
the registrant shall indemnify each director and officer of the
registrant to the fullest extent permitted by law, subject to the
limitations set forth in its By-Laws.  The By-Laws provide that
the registrant shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director or officer of the registrant or
serves or served at the request of the registrant any other
enterprise as a director or officer.

       Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of directors and
officers under certain circumstances.  The directors and officers
of the registrant are also covered by certain insurance policies
maintained by the registrant that insure against certain
liabilities that a director or officer may incur in such
capacity.

Item 8.   Exhibits

4.1.1  Restated Certificate of Incorporation of The Reader's
       Digest Association, Inc. filed with the State of Delaware
       on February 7, 1990, filed as Exhibit 3.1.1 to the
       registrant's Form 10-K for the fiscal year ended June 30,
       1993, is incorporated herein by reference.

4.1.2  Certificate of Amendment of the Certificate of
       Incorporation of The Reader's Digest Association, Inc.
       filed with the State of Delaware on February 22, 1991,
       filed as Exhibit 3.1.2 to the registrant's Form 10-K for
       the fiscal year ended June 30, 1993, is incorporated
       herein by reference.

4.2.   Amended and Restated By-Laws of The Reader's Digest
       Association, Inc., effective February 22, 1991, filed as
       Exhibit 3.2 to the registrant's Form 10-K for the fiscal
       year ended June 30, 1993, is incorporated herein by
       reference.

4.3    The Reader's Digest Association, Inc. 1994 Key Employee
       Long Term Incentive Plan, filed as Exhibit 10.17 to the
       registrant's Form 10-Q for the fiscal quarter ended March
       31, 1994, is incorporated herein by reference.

5      Opinion of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant, relating to the legality of the
       securities being registered.

23.1   Consent of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant (contained in the opinion filed as
       Exhibit 5 to the registration statement).

23.2   Consent of KPMG Peat Marwick LLP.

Item 9.   Undertakings

       The undersigned registrant hereby undertakes:

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

           (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (other than information
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 this registration
statement);

           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement (other than information 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 this 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;

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

       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 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this 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.

       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 foregoing provisions, 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 of
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
                           SIGNATURES

       Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of New Castle, State of New York, on this ninth day of
December 1994.

                              THE  READER'S  DIGEST  ASSOCIATION, INC.
                                                           
                              By:      James P. Schadt
                                       James P. Schadt
                                 President and Chief Executive
                                          Officer

       Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:

       Signature                  Title                       Date

     George V. Grune      Chairman of the Board; Director   December 9, 1994
    (George V. Grune)

     James P. Schadt      President and Chief Executive     December 9, 1994
    (James P. Schadt)     Officer; Director

     Melvin R. Laird      Vice President and Senior         December 9, 1994
    (Melvin R. Laird)     Counsellor; Director

   Anthony W. Ruggiero    Senior Vice President and Chief   December 9, 1994
  (Anthony W. Ruggiero)   Financial Officer

    Joseph G. NeCastro    Vice President and Controller     December 9, 1994
   (Joseph G. NeCastro)

    William G. Bowen      Director                          December 9, 1994
   (William G. Bowen)

    Lynne V. Cheney       Director                          December 9, 1994
   (Lynne V. Cheney)

  M. Christine DeVita     Director                          December 9, 1994
 (M. Christine DeVita)

    James E. Preston      Director                          December 9, 1994
   (James E. Preston)

   Robert G. Schwartz     Director                          December 9, 1994
  (Robert G. Schwartz)

   Walter V. Shipley      Director                          December 9, 1994
  (Walter V. Shipley)

       C.J. Silas         Director                          December 9, 1994
      (C.J. Silas)

                          EXHIBIT INDEX

Exhibit                                                                    Page
4.1.1  Restated Certificate of Incorporation of The Reader's
       Digest Association, Inc. filed with the State of Delaware on
       February 7, 1990, filed as Exhibit 3.1.1 to the registrant's Form
       10-K for the fiscal year ended June 30, 1993, is incorporated
       herein by reference.

4.1.2  Certificate of Amendment of the Certificate of
       Incorporation of The Reader's Digest Association, Inc.
       filed with the State of Delaware on February 22, 1991,
       filed as Exhibit 3.1.2 to the registrant's Form 10-K for
       the fiscal year ended June 30, 1993, is incorporated
       herein by reference.

4.2.   Amended and Restated By-Laws of The Reader's Digest
       Association, Inc., effective February 22, 1991, filed as
       Exhibit 3.2 to the registrant's Form 10-K for the fiscal
       year ended June 30, 1993, is incorporated herein by
       reference.

4.3    The Reader's Digest Association, Inc. 1994 Key Employee
       Long Term Incentive Plan, filed as Exhibit 10.17 to the
       registrant's Form 10-Q for the fiscal quarter ended March
       31, 1994, is incorporated herein by reference.

5      Opinion of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant, relating to the legality of the
       securities being registered.                                          8

23.1   Consent of C.H.R. DuPree, Esq., Associate General Counsel
       of the registrant (contained in the opinion filed as Exhibit 5 to
       the registration statement).

23.2   Consent of KPMG Peat Marwick LLP.                                     9