As filed with the Securities and Exchange Commission
                          on September 15, 1998
                                           Registration No. ___________
------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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


                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933

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


                                VIAD CORP
         (Exact name of registrant as specified in its charter)

            Delaware                             36-1169950
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)            Identification Number)

     1850 North Central Avenue
          Phoenix, Arizona                            85077
(Address of Principal Executive Offices)            (Zip Code)


                   VIAD CORP 1992 STOCK INCENTIVE PLAN
                          (Full title of plan)

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


                          Peter J. Novak, Esq.
                     Vice President-General Counsel
                                Viad Corp
                        1850 North Central Avenue
                         Phoenix, Arizona 85077
                 (Name and address of agent for service)

                             (602) 207-4000
                 (Telephone number, including area code,
                          of agent for service)

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



                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------

 Title of    Amount    Proposed Maximum  Proposed Maximum
Securities   to be      Offering Price       Aggregate      Amount of
  to be    Registered     Per Share       Offering Price   Registration
Registered     (1)           (2)                (2)             Fee     
------------------------------------------------------------------------

Common       1,940,000      $23.46875        $45,529,375    $13,432.00
Stock
$1.50 par
value (1)(2)
------------------------------------------------------------------------

(1)  Represents maximum aggregate number of shares of Common Stock
     issuable under the Plan that are covered by this Registration
     Statement pursuant to Rule 457(h).  This Registration Statement
     also pertains to Rights to purchase shares of Junior Participating
     Preferred Stock of the Registrant (the "Rights").  One Right is
     included with each share of Common Stock.  Until the occurrence of
     certain prescribed events, the Rights are not exercisable, are
     evidenced by the certificates for the Common Stock and will be
     transferred along with and only with such securities.  Thereafter,
     separate Rights certificates will be issued representing one Right
     for each share of Common Stock held, subject to adjustment pursuant
     to antidilution provisions.

(2)  The amounts are based upon the average of the high and low sale
     prices for the Common Stock as reported on the New York Stock
     Exchange on September 10, 1998, and are used solely for the purpose
     of calculating the registration fee pursuant to Rule 457(c) under
     the Securities Act of 1933.

     In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.


                              PART I

                INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not
being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"SEC").

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents previously filed by Viad Corp (the
"Corporation") with the SEC pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated in
this Registration Statement by reference and shall be deemed to
be a part hereof:

     (1)  The Annual Report on Form 10-K filed by the Corporation
for the year ended December 31, 1997.

     (2)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (1) above.

     (3)  The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement on Form 8-B
filed with the SEC pursuant to Section 12 of the Exchange Act on
February 25, 1992.

     (4)  The description of the Corporation's Rights contained
in the Corporation's Registration Statement on Form 8-A filed
with the SEC pursuant to Section 12 of the Exchange Act on
February 24, 1992.

     In addition, all documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

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

     Not Applicable.

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

     The legality of the securities offered pursuant to this
Registration Statement has been passed upon for the Corporation
by Peter J. Novak, Vice President-General Counsel of the
Corporation.  Mr. Novak owns, and has options to purchase, shares
of Common Stock of the Corporation.

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

     The Restated Certificate of Incorporation (the "Certificate
of Incorporation") of the Corporation provides that each person
who is or was or had agreed to become a director or officer of
the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board of Directors of
the Corporation or an officer of the Corporation as an employee
or agent of the Corporation or as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by
the Corporation, in accordance with the Bylaws, to the full
extent permitted from time to time by Delaware law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment)
or any other applicable laws as presently or hereafter in effect. 
In addition, the Corporation may enter into one or more
agreements with any person providing for indemnification greater
or different than that provided in the Certificate of
Incorporation.

     The Bylaws of the Corporation provide that each person who
was or is made a party or is threatened to be made a party to or
is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he or she or a person of whom he or she
is the legal representative is or was a director, officer or
employee of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged
action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director,
officer, employee or agent, will be indemnified and held harmless
by the Corporation to the fullest extent authorized by Delaware
law as the same exists or may in the future be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability
and loss (including attorneys, fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person
who has ceased to be a director, officer, employee or agent and
will inure to the benefit of his or her heirs, executors and
administrators; however, except as described in the following
paragraph with respect to Proceedings to enforce rights to
indemnification, the Corporation will indemnify any such person
seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation.

     Pursuant to the Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Corporation within
thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim, and, if successful in whole or in part, the claimant will
be entitled to be paid also the expense of prosecuting such
claims.  The Bylaws provide that it will be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any Proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware (the
"Delaware Law") for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense will
be on the Corporation.  The Certificate of Incorporation and the
Bylaws provide that any such determination will be made by
independent legal counsel selected by the claimant, approved by
the Board of Directors of the Corporation (the "Board") (which
approval may not be unreasonably withheld) and retained by the
Board on behalf of the Corporation.  Neither the failure of the
Corporation (including the Board, independent legal counsel or
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware Law, nor
an actual determination by the Corporation (including the Board,
independent legal counsel or stockholders) that the claimant has
not met such applicable standard of conduct, will be a defense to
the action or create a presumption that the claimant has not met
the applicable standard of conduct.

     The Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance
of its final disposition conferred in the Bylaws will not be
exclusive of any other right which any person may have or may in
the future acquire under any statute, provision of the
Certificate of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.  The Bylaws
permit the Corporation to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware Law.  The Corporation has obtained directors
and officers liability insurance providing coverage to its
directors and officers.  In addition, the Bylaws authorize the
Corporation, to the extent authorized from time to time by the
Board, to grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any
Proceeding in advance of its final disposition, to any agent of
the Corporation to the fullest extent of the provisions of the
Bylaws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Corporation.

     The Bylaws provide that the right to indemnification
conferred therein is a contract right and includes the right to
be paid by the Corporation the expenses incurred in defending any
such Proceeding in advance of its final disposition, except that
if Delaware law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a Proceeding will be made
only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under the Bylaws or
otherwise.

     The Corporation has entered into indemnification agreements
with each of the Corporation's directors.  The indemnification
agreements, among other things, require the Corporation to
indemnify the officers and directors to the fullest extent
permitted by law, and to advance to the directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The
Corporation must also indemnify and advance all expenses incurred
by directors seeking to enforce their rights under the
indemnification agreements, and cover directors under the
Corporation's directors' liability insurance.  Although the form
of indemnification agreement offers substantially the same scope
of coverage afforded by provisions in the Certificate of
Incorporation and the Bylaws, it provides greater assurance to
directors that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the
Board or by the stockholders to eliminate the rights it provides,
an action that is possible with respect to the relevant
provisions of the Bylaws, at least as to prospective elimination
of such rights.

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

     Not Applicable.

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

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

4.1       -    Restated Certificate of Incorporation of the
               Registrant filed as Exhibit 3.A to Registrant's
               1996 Form 10-K.* 

4.2       -    Bylaws of the Registrant, as amended through
               February 20, 1997, filed as Exhibit 3.B to
               Registrant's 1996 Form 10-K.*

4.3       -    Viad Corp 1992 Stock Incentive Plan.

4.4       -    Rights Agreement dated as of February 15, 1992
               between the Registrant and the Rights Agent named
               therein filed as Exhibit 4.4 to Registrant's Form
               S-8 Registration Statement for The Dial Corp (now
               named Viad Corp) 1992 Stock Incentive Plan.*

5         -    Opinion of the Registrant's General Counsel as to
               the legality of securities offered under Viad Corp
               1992 Stock Incentive Plan.

23.1      -    Consent of Independent Auditors, Deloitte & Touche
               LLP.

23.2      -    Consent of Counsel (contained in the Opinion of
               the Registrant's General Counsel, Exhibit 5
               hereto).

24        -    Power of Attorney (included on signature page of
               this Registration Statement).

---------------------------------
*    Incorporated herein by reference.


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

     (a)  The Corporation 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, 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 paragraphs (a)(1)(i) and
     (a)(1)(ii) do 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 Exchange Act
     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 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 Registrant hereby undertakes that, for the purpose
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 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.

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

Experts
-------

     The financial statements incorporated in this Registration
Statement on Form S-8 by reference from the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997, have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which report expresses an unqualified
opinion and includes an explanatory paragraph referring to the
Corporation's change in the method of accounting for impairment
of long-lived assets in 1995) which is incorporated herein by
reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.


                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Hot Springs,
and State of Virginia, on the 20th day of August, 1998.

                                   VIAD CORP

                                   By:  /s/  Robert H. Bohannon
                                        Chairman, President and
                                        Chief Executive Officer

                           POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes and
appoints Robert H. Bohannon and Richard C. Stephan, and each of them
as his or her attorney-in-fact, with full power of substitution and
resubstitution, to sign and file on his or her behalf individually and
in each such capacity stated below any and all amendments and post-effective
amendments to this Registration Statement, as fully as such
person could do in person, hereby verifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

     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.

Signatures                    Title                         Date
----------                    -----                         ----

Principal Executive Officer

/s/  Robert H. Bohannon       Director; Chairman,           8/20/98
                              President and Chief
                              Executive Officer

Principal Financial Officer

/s/  Ronald G. Nelson         Vice President-Finance        8/25/98
                              and Treasurer


Principal Accounting Officer

/s/  Richard C. Stephan       Vice President-Controller     8/25/98


Directors                                         Date


/s/  Jess Hay                                     8/20/98


/s/  Judith K. Hofer                              8/20/98


/s/  Jack F. Reichert                             8/20/98


/s/  Linda Johnson Rice                           8/20/98


/s/  Douglas L. Rock                              8/20/98


/s/  John C. Tolleson                             8/20/98


/s/  Timothy R. Wallace                           8/20/98
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24069}]
{"company-data": {"conformed-name": "VIAD CORP", "cik": "0000884219", "assigned-sic": "5812", "irs-number": "361169950", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63397", "film-number": "98709623"}, "business-address": {"street1": "1850 N CENTRAL AVE", "street2": "SUITE 2212", "city": "PHOENIX", "state": "AZ", "zip": "85077", "phone": "6022074000"}, "mail-address": {"street1": "1850 NORTH CENTRAL AVE", "street2": "SUITE 2212", "city": "PHOENIX", "state": "AZ", "zip": "85077"}, "former-company": {"former-conformed-name": "DIAL CORP /DE/", "date-changed": "19930823"}}
As filed with the Securities and Exchange Commission
                          on September 15, 1998
                                           Registration No. ___________
------------------------------------------------------------------------

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                                FORM S-8

                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933

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

                                VIAD CORP
         (Exact name of registrant as specified in its charter)

            Delaware                             36-1169950
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)            Identification Number)

     1850 North Central Avenue
          Phoenix, Arizona                            85077
(Address of Principal Executive Offices)            (Zip Code)

                   VIAD CORP 1992 STOCK INCENTIVE PLAN
                          (Full title of plan)

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

                          Peter J. Novak, Esq.
                     Vice President-General Counsel
                                Viad Corp
                        1850 North Central Avenue
                         Phoenix, Arizona 85077
                 (Name and address of agent for service)

                             (602) 207-4000
                 (Telephone number, including area code,
                          of agent for service)

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

                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------

 Title of    Amount    Proposed Maximum  Proposed Maximum
Securities   to be      Offering Price       Aggregate      Amount of
  to be    Registered     Per Share       Offering Price   Registration
Registered     (1)           (2)                (2)             Fee     
------------------------------------------------------------------------

Common       1,940,000      $23.46875        $45,529,375    $13,432.00
Stock
$1.50 par
value (1)(2)
------------------------------------------------------------------------

(1)  Represents maximum aggregate number of shares of Common Stock
     issuable under the Plan that are covered by this Registration
     Statement pursuant to Rule 457(h).  This Registration Statement
     also pertains to Rights to purchase shares of Junior Participating
     Preferred Stock of the Registrant (the "Rights").  One Right is
     included with each share of Common Stock.  Until the occurrence of
     certain prescribed events, the Rights are not exercisable, are
     evidenced by the certificates for the Common Stock and will be
     transferred along with and only with such securities.  Thereafter,
     separate Rights certificates will be issued representing one Right
     for each share of Common Stock held, subject to adjustment pursuant
     to antidilution provisions.

(2)  The amounts are based upon the average of the high and low sale
     prices for the Common Stock as reported on the New York Stock
     Exchange on September 10, 1998, and are used solely for the purpose
     of calculating the registration fee pursuant to Rule 457(c) under
     the Securities Act of 1933.

     In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.

                              PART I

                INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not
being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the
"SEC").

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents previously filed by Viad Corp (the
"Corporation") with the SEC pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated in
this Registration Statement by reference and shall be deemed to
be a part hereof:

     (1)  The Annual Report on Form 10-K filed by the Corporation
for the year ended December 31, 1997.

     (2)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (1) above.

     (3)  The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement on Form 8-B
filed with the SEC pursuant to Section 12 of the Exchange Act on
February 25, 1992.

     (4)  The description of the Corporation's Rights contained
in the Corporation's Registration Statement on Form 8-A filed
with the SEC pursuant to Section 12 of the Exchange Act on
February 24, 1992.

     In addition, all documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be
incorporated in this registration statement by reference 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 subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

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

     Not Applicable.

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

     The legality of the securities offered pursuant to this
Registration Statement has been passed upon for the Corporation
by Peter J. Novak, Vice President-General Counsel of the
Corporation.  Mr. Novak owns, and has options to purchase, shares
of Common Stock of the Corporation.

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

     The Restated Certificate of Incorporation (the "Certificate
of Incorporation") of the Corporation provides that each person
who is or was or had agreed to become a director or officer of
the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board of Directors of
the Corporation or an officer of the Corporation as an employee
or agent of the Corporation or as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by
the Corporation, in accordance with the Bylaws, to the full
extent permitted from time to time by Delaware law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment)
or any other applicable laws as presently or hereafter in effect. 
In addition, the Corporation may enter into one or more
agreements with any person providing for indemnification greater
or different than that provided in the Certificate of
Incorporation.

     The Bylaws of the Corporation provide that each person who
was or is made a party or is threatened to be made a party to or
is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he or she or a person of whom he or she
is the legal representative is or was a director, officer or
employee of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged
action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director,
officer, employee or agent, will be indemnified and held harmless
by the Corporation to the fullest extent authorized by Delaware
law as the same exists or may in the future be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability
and loss (including attorneys, fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person
who has ceased to be a director, officer, employee or agent and
will inure to the benefit of his or her heirs, executors and
administrators; however, except as described in the following
paragraph with respect to Proceedings to enforce rights to
indemnification, the Corporation will indemnify any such person
seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation.

     Pursuant to the Bylaws, if a claim described in the
preceding paragraph is not paid in full by the Corporation within
thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim, and, if successful in whole or in part, the claimant will
be entitled to be paid also the expense of prosecuting such
claims.  The Bylaws provide that it will be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any Proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware (the
"Delaware Law") for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense will
be on the Corporation.  The Certificate of Incorporation and the
Bylaws provide that any such determination will be made by
independent legal counsel selected by the claimant, approved by
the Board of Directors of the Corporation (the "Board") (which
approval may not be unreasonably withheld) and retained by the
Board on behalf of the Corporation.  Neither the failure of the
Corporation (including the Board, independent legal counsel or
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware Law, nor
an actual determination by the Corporation (including the Board,
independent legal counsel or stockholders) that the claimant has
not met such applicable standard of conduct, will be a defense to
the action or create a presumption that the claimant has not met
the applicable standard of conduct.

     The Bylaws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance
of its final disposition conferred in the Bylaws will not be
exclusive of any other right which any person may have or may in
the future acquire under any statute, provision of the
Certificate of Incorporation, the Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.  The Bylaws
permit the Corporation to maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware Law.  The Corporation has obtained directors
and officers liability insurance providing coverage to its
directors and officers.  In addition, the Bylaws authorize the
Corporation, to the extent authorized from time to time by the
Board, to grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any
Proceeding in advance of its final disposition, to any agent of
the Corporation to the fullest extent of the provisions of the
Bylaws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Corporation.

     The Bylaws provide that the right to indemnification
conferred therein is a contract right and includes the right to
be paid by the Corporation the expenses incurred in defending any
such Proceeding in advance of its final disposition, except that
if Delaware law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in
advance of the final disposition of a Proceeding will be made
only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under the Bylaws or
otherwise.

     The Corporation has entered into indemnification agreements
with each of the Corporation's directors.  The indemnification
agreements, among other things, require the Corporation to
indemnify the officers and directors to the fullest extent
permitted by law, and to advance to the directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The
Corporation must also indemnify and advance all expenses incurred
by directors seeking to enforce their rights under the
indemnification agreements, and cover directors under the
Corporation's directors' liability insurance.  Although the form
of indemnification agreement offers substantially the same scope
of coverage afforded by provisions in the Certificate of
Incorporation and the Bylaws, it provides greater assurance to
directors that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the
Board or by the stockholders to eliminate the rights it provides,
an action that is possible with respect to the relevant
provisions of the Bylaws, at least as to prospective elimination
of such rights.

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

     Not Applicable.

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

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

4.1       -    Restated Certificate of Incorporation of the
               Registrant filed as Exhibit 3.A to Registrant's
               1996 Form 10-K.* 

4.2       -    Bylaws of the Registrant, as amended through
               February 20, 1997, filed as Exhibit 3.B to
               Registrant's 1996 Form 10-K.*

4.3       -    Viad Corp 1992 Stock Incentive Plan.

4.4       -    Rights Agreement dated as of February 15, 1992
               between the Registrant and the Rights Agent named
               therein filed as Exhibit 4.4 to Registrant's Form
               S-8 Registration Statement for The Dial Corp (now
               named Viad Corp) 1992 Stock Incentive Plan.*

5         -    Opinion of the Registrant's General Counsel as to
               the legality of securities offered under Viad Corp
               1992 Stock Incentive Plan.

23.1      -    Consent of Independent Auditors, Deloitte & Touche
               LLP.

23.2      -    Consent of Counsel (contained in the Opinion of
               the Registrant's General Counsel, Exhibit 5
               hereto).

24        -    Power of Attorney (included on signature page of
               this Registration Statement).

---------------------------------
*    Incorporated herein by reference.

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

     (a)  The Corporation 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, 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 paragraphs (a)(1)(i) and
     (a)(1)(ii) do 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 Exchange Act
     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 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 Registrant hereby undertakes that, for the purpose
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 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.

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

Experts
-------

     The financial statements incorporated in this Registration
Statement on Form S-8 by reference from the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997, have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which report expresses an unqualified
opinion and includes an explanatory paragraph referring to the
Corporation's change in the method of accounting for impairment
of long-lived assets in 1995) which is incorporated herein by
reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.

                              SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 Hot Springs,
and State of Virginia, on the 20th day of August, 1998.

                                   VIAD CORP

                                   By:  /s/  Robert H. Bohannon
                                        Chairman, President and
                                        Chief Executive Officer

                           POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes and
appoints Robert H. Bohannon and Richard C. Stephan, and each of them
as his or her attorney-in-fact, with full power of substitution and
resubstitution, to sign and file on his or her behalf individually and
in each such capacity stated below any and all amendments and post-effective
amendments to this Registration Statement, as fully as such
person could do in person, hereby verifying and confirming all that
said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

     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.

Signatures                    Title                         Date
----------                    -----                         ----

Principal Executive Officer

/s/  Robert H. Bohannon       Director; Chairman,           8/20/98
                              President and Chief
                              Executive Officer

Principal Financial Officer

/s/  Ronald G. Nelson         Vice President-Finance        8/25/98
                              and Treasurer

Principal Accounting Officer

/s/  Richard C. Stephan       Vice President-Controller     8/25/98

Directors                                         Date

/s/  Jess Hay                                     8/20/98

/s/  Judith K. Hofer                              8/20/98

/s/  Jack F. Reichert                             8/20/98

/s/  Linda Johnson Rice                           8/20/98

/s/  Douglas L. Rock                              8/20/98

/s/  John C. Tolleson                             8/20/98

/s/  Timothy R. Wallace                           8/20/98