As filed with the Securities and Exchange Commission on January 29, 1997.

                          Registration No.
========================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________


                                   FORM S-8


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            ______________________


                      DONALDSON, LUFKIN & JENRETTE, INC.
              (Exact name of issuer as specified in its charter)



             Delaware                                    13-1898818
     (State or other jurisdiction of                (I.R.S. Employer
            Incorporation)                       Identification Number)

               277 Park Avenue
              New York, New York                             10172
  (Address of principal executive offices)              (Zip Code)


                            ______________________


           DONALDSON, LUFKIN & JENRETTE, INC. 1995 STOCK OPTION PLAN
           DONALDSON, LUFKIN & JENRETTE, INC. 1996 STOCK OPTION PLAN
         DONALDSON, LUFKIN & JENRETTE, INC. RESTRICTED STOCK UNIT PLAN
      DONALDSON, LUFKIN & JENRETTE, INC. 1996 INCENTIVE COMPENSATION PLAN
             DONALDSON, LUFKIN & JENRETTE, INC. 1996 NON-EMPLOYEE
                             DIRECTORS STOCK PLAN
                          (Full title of the plans)
                            ______________________


                                MICHAEL A. BOYD
                   Senior Vice President and General Counsel
                      DONALDSON, LUFKIN & JENRETTE, INC.
                                277 Park Avenue
                           New York, New York 10172
                   (Name and address of agent for service)


         Telephone number, including area code, of agent for service:

                                 212-892-3000
                            ______________________




                       CALCULATION OF REGISTRATION FEE
==========================================================================


                                 Proposed     Proposed
     Title of                    maximum      maximum
     security       Amount       offering     aggregate    Amount of
      being         being        price per    offering    registration
    registered     registered(1) share (2)    price (2)       fee
________________________________________________________________________

Common Stock       31,937,676    $36.32     $1,159,976,393   $399,992
($0.10 par value)   Shares

________________________________________________________________________


(1)      Plus an indeterminate number of additional shares which may be
         offered and issued to prevent dilution resulting from stock splits,
         stock dividends or similar transactions.

(2)      The 31,937,676 shares are issuable under the Issuer's 1995 and 1996
         Stock Option Plans, 1995 Restricted Stock Unit Plan, 1996  Incentive
         Compensation Plan and 1996 Non-Employee Directors Stock Plan.  The
         proposed maximum aggregate offering price is based upon the average
         sales price on the New York Stock Exchange on January 27, 1997.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


          Donaldson, Lufkin & Jenrette, Inc. (the "Company") hereby
incorporates, or will be deemed to have incorporated, herein by reference the
following documents:

          (1)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995;

          (3)  The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such
description; and

          (4)  All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.


                  INDEMNIFICATION OF OFFICERS AND DIRECTORS


          Reference is made to Section 102(b)(7) of the Delaware Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the DGCL (providing for liability of directors for the
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.

          Section 145 of the DGCL empowers the Company to indemnify, subject
to the standards set forth therein, any person in connection with any action,
suit or proceeding brought before or threatened by reason of the fact that the
person was a director, officer, employee or agent of such company, or is or
was serving as such with respect to another entity at the request of such
company.  The DGCL also provides that the Company  may purchase insurance on
behalf of any such director, officer, employee or agent.

          The Company's Certificate of Incorporation provides in effect for
the indemnification by the Company of each director and officer of the Company
to the fullest extent permitted by applicable law.


                                   EXHIBITS

          The following is a complete list of exhibits filed as part of this
Registration Statement.



  Exhibit
    No.      Exhibit
  -------    -------

     5       Opinion of Davis Polk & Wardwell
             (legality)

    23.1     Consent of KPMG Peat Marwick LLP, independent
             auditors

    23.2     Consent of Davis Polk & Wardwell
             (included in Exhibit 5)

    24       Power of Attorney


                                 UNDERTAKINGS


          (a)  The undersigned registrant hereby undertakes:

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

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

             (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the
         total dollar value of securities offered would not exceed that which
         was registered) and any deviation from the low or high and of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         20 percent change in the maximum aggregate offering price set forth
         in the "Calculation of Registration Fee" table in the effective
         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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)  To remove 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered 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 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 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.


                                  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, State of New York, on
January 29, 1997.



                                 DONALDSON, LUFKIN & JENRETTE, INC.


                                 By                 *
                                    --------------------------------
                                    John S. Chalsty, Chairman
                                       and Chief Executive Officer


          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 date indicated.



     Signature                      Title                    Date
     ---------                      -----                    ----



          *                      Chairman, Chief         January 29, 1997
---------------------            Executive Officer
John S. Chalsty                    and Director




          *                      President, Chief        January 29, 1997
---------------------            Operating Officer
Joe L. Roby                        and Director




          *                      Vice Chairman           January 29, 1997
---------------------              and Director
Carl B. Menges



          *                      Executive               January 29, 1997
---------------------            Vice President,
Anthony F. Daddino                 Chief Financial
                                   Officer
                                   and Director


          *                      Chairman, Financial     January 29, 1997
---------------------              Services Group
Richard S. Pechter                 and Director



          *                      Chairman, Capital       January 29, 1997
---------------------             Markets Group
Theodore P. Shen                   and Director




          *                      Chairman, Banking       January 29, 1997
---------------------              Group
Hamilton E. James                  and Director



          *                      Senior Vice President   January 29, 1997
---------------------              and Chief
Michael M. Bendik                  Accounting Officer



          *                      Director                January 29, 1997
---------------------
Claude Bebear



          *                      Director                January 29, 1997
---------------------
Henri de Castries



          *                      Director                January 29, 1997
---------------------
Jerry M. de St. Paer



          *                      Director                January 29, 1997
---------------------
Kevin C. Dolan



          *                      Director                January 29, 1997
---------------------
Louis Harris



          *                      Director                January 29, 1997
---------------------
Henri G. Hottinguer



          *                      Director                January 29, 1997
---------------------
W. Edwin Jarmain



          *                      Director                January 29, 1997
---------------------
Francis Jungers



          *                      Director                January 29, 1997
---------------------
Joseph J. Melone



          *                      Director                January 29, 1997
---------------------
W.J. Sanders




          *                      Director                January 29, 1997
---------------------
John C. West





*By /s/ Thomas E. Siegler
    --------------------------------
    (Thomas E. Siegler,
    Attorney-in-fact)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14817}]
{"company-data": {"conformed-name": "DONALDSON LUFKIN & JENRETTE INC /NY/", "cik": "0000029646", "assigned-sic": "6200", "irs-number": "131898818", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20655", "film-number": "97513670"}, "business-address": {"street1": "277 PARK AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10172", "phone": "2128923000"}, "mail-address": {"street1": "277 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10172"}, "former-company": {"former-conformed-name": "DONALDSON LUFKIN & JENRETTE INC   /NY/", "date-changed": "19960319"}}
As filed with the Securities and Exchange Commission on January 29, 1997.

                          Registration No.
========================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

                                   FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ______________________

                      DONALDSON, LUFKIN & JENRETTE, INC.
              (Exact name of issuer as specified in its charter)

             Delaware                                    13-1898818
     (State or other jurisdiction of                (I.R.S. Employer
            Incorporation)                       Identification Number)

               277 Park Avenue
              New York, New York                             10172
  (Address of principal executive offices)              (Zip Code)

                            ______________________

           DONALDSON, LUFKIN & JENRETTE, INC. 1995 STOCK OPTION PLAN
           DONALDSON, LUFKIN & JENRETTE, INC. 1996 STOCK OPTION PLAN
         DONALDSON, LUFKIN & JENRETTE, INC. RESTRICTED STOCK UNIT PLAN
      DONALDSON, LUFKIN & JENRETTE, INC. 1996 INCENTIVE COMPENSATION PLAN
             DONALDSON, LUFKIN & JENRETTE, INC. 1996 NON-EMPLOYEE
                             DIRECTORS STOCK PLAN
                          (Full title of the plans)
                            ______________________

                                MICHAEL A. BOYD
                   Senior Vice President and General Counsel
                      DONALDSON, LUFKIN & JENRETTE, INC.
                                277 Park Avenue
                           New York, New York 10172
                   (Name and address of agent for service)

         Telephone number, including area code, of agent for service:

                                 212-892-3000
                            ______________________

                       CALCULATION OF REGISTRATION FEE
==========================================================================

                                 Proposed     Proposed
     Title of                    maximum      maximum
     security       Amount       offering     aggregate    Amount of
      being         being        price per    offering    registration
    registered     registered(1) share (2)    price (2)       fee
________________________________________________________________________

Common Stock       31,937,676    $36.32     $1,159,976,393   $399,992
($0.10 par value)   Shares

________________________________________________________________________

(1)      Plus an indeterminate number of additional shares which may be
         offered and issued to prevent dilution resulting from stock splits,
         stock dividends or similar transactions.

(2)      The 31,937,676 shares are issuable under the Issuer's 1995 and 1996
         Stock Option Plans, 1995 Restricted Stock Unit Plan, 1996  Incentive
         Compensation Plan and 1996 Non-Employee Directors Stock Plan.  The
         proposed maximum aggregate offering price is based upon the average
         sales price on the New York Stock Exchange on January 27, 1997.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          Donaldson, Lufkin & Jenrette, Inc. (the "Company") hereby
incorporates, or will be deemed to have incorporated, herein by reference the
following documents:

          (1)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995;

          (3)  The description of the Company's Common Stock contained in the
Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such
description; and

          (4)  All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

                  INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Reference is made to Section 102(b)(7) of the Delaware Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the DGCL (providing for liability of directors for the
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which a director derived an improper personal
benefit.

          Section 145 of the DGCL empowers the Company to indemnify, subject
to the standards set forth therein, any person in connection with any action,
suit or proceeding brought before or threatened by reason of the fact that the
person was a director, officer, employee or agent of such company, or is or
was serving as such with respect to another entity at the request of such
company.  The DGCL also provides that the Company  may purchase insurance on
behalf of any such director, officer, employee or agent.

          The Company's Certificate of Incorporation provides in effect for
the indemnification by the Company of each director and officer of the Company
to the fullest extent permitted by applicable law.

                                   EXHIBITS

          The following is a complete list of exhibits filed as part of this
Registration Statement.

  Exhibit
    No.      Exhibit
  -------    -------

     5       Opinion of Davis Polk & Wardwell
             (legality)

    23.1     Consent of KPMG Peat Marwick LLP, independent
             auditors

    23.2     Consent of Davis Polk & Wardwell
             (included in Exhibit 5)

    24       Power of Attorney

                                 UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

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

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

             (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the registration statement.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the
         total dollar value of securities offered would not exceed that which
         was registered) and any deviation from the low or high and of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         20 percent change in the maximum aggregate offering price set forth
         in the "Calculation of Registration Fee" table in the effective
         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 registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)  To remove 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered 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 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 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.

                                  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, State of New York, on
January 29, 1997.

                                 DONALDSON, LUFKIN & JENRETTE, INC.

                                 By                 *
                                    --------------------------------
                                    John S. Chalsty, Chairman
                                       and Chief Executive Officer

          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 date indicated.

     Signature                      Title                    Date
     ---------                      -----                    ----

          *                      Chairman, Chief         January 29, 1997
---------------------            Executive Officer
John S. Chalsty                    and Director

          *                      President, Chief        January 29, 1997
---------------------            Operating Officer
Joe L. Roby                        and Director

          *                      Vice Chairman           January 29, 1997
---------------------              and Director
Carl B. Menges

          *                      Executive               January 29, 1997
---------------------            Vice President,
Anthony F. Daddino                 Chief Financial
                                   Officer
                                   and Director

          *                      Chairman, Financial     January 29, 1997
---------------------              Services Group
Richard S. Pechter                 and Director

          *                      Chairman, Capital       January 29, 1997
---------------------             Markets Group
Theodore P. Shen                   and Director

          *                      Chairman, Banking       January 29, 1997
---------------------              Group
Hamilton E. James                  and Director

          *                      Senior Vice President   January 29, 1997
---------------------              and Chief
Michael M. Bendik                  Accounting Officer

          *                      Director                January 29, 1997
---------------------
Claude Bebear

          *                      Director                January 29, 1997
---------------------
Henri de Castries

          *                      Director                January 29, 1997
---------------------
Jerry M. de St. Paer

          *                      Director                January 29, 1997
---------------------
Kevin C. Dolan

          *                      Director                January 29, 1997
---------------------
Louis Harris

          *                      Director                January 29, 1997
---------------------
Henri G. Hottinguer

          *                      Director                January 29, 1997
---------------------
W. Edwin Jarmain

          *                      Director                January 29, 1997
---------------------
Francis Jungers

          *                      Director                January 29, 1997
---------------------
Joseph J. Melone

          *                      Director                January 29, 1997
---------------------
W.J. Sanders

          *                      Director                January 29, 1997
---------------------
John C. West

*By /s/ Thomas E. Siegler
    --------------------------------
    (Thomas E. Siegler,
    Attorney-in-fact)