As filed with the Securities and Exchange Commission on October 14, 1998.

                  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)


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

                   PROFIT SHARING PLAN FOR EMPLOYEES OF
                    DONALDSON, LUFKIN & JENRETTE, INC.
                         (Full title of the plan)

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


                              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       3,000,000       $22.875        $68,625,000     $20,244.38
($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.  In addition, pursuant to Rule
    416(c) under the Securities Act of 1933, as amended, this registration
    statement also covers an indeterminate amount of interests to be
    offered or sold pursuant to the employee benefit plan referenced above.

(2) The 3,000,000 shares are deliverable under the Profit Sharing Plan for
    Employees of Donaldson, Lufkin & Jenrette, Inc.  The proposed maximum
    aggregate offering price is based upon the average sales price on the
    New York Stock Exchange on October 8, 1998.




              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, 1997;

  (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, 1997;

  (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 Retirement
Committee of the Profit Sharing Plan for Employees of Donaldson, Lufkin &
Jenrette, Inc. has duly caused this registration statement to be signed by the
undersigned thereunto duly authorized.

                              PROFIT SHARING PLAN
                              FOR EMPLOYEES OF
                              DONALDSON, LUFKIN & JENRETTE, INC.


                              By /s/ Gerald B. Rigg
                                 ----------------------------------
                                 Gerald B. Rigg, a member of the
                                 Retirement Committee


  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 October 14, 1998.



                              DONALDSON, LUFKIN & JENRETTE, INC.


                              By                 *
                                 ----------------------------------
                                 John S. Chalsty, Chairman



  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, and               October 14, 1998
----------------------------    Director
John S. Chalsty





  *                             President, Chief            October 14, 1998
----------------------------    Executive Officer
Joe L. Roby                     and Director



  *                             Executive                   October 14, 1998
----------------------------    Vice President,
Anthony F. Daddino              Chief Financial Officer
                                and Director



  *                             Chairman, Banking Group     October 14, 1998
----------------------------    and Director
Hamilton E. James




  *                             Chairman, Financial         October 14, 1998
----------------------------    Services Group
Richard S. Pechter              and Director



  *                             Chairman, Capital           October 14, 1998
----------------------------    Markets Group
Theodore P. Shen                and Director



  *                             Senior Vice President       October 14, 1998
----------------------------    and Chief Accounting
Michael M. Bendik               Officer



  *                             Director                    October 14, 1998
----------------------------
Henri de Castries



  *                             Director                    October 14, 1998
----------------------------
Denis Duverne



  *                             Director                    October 14, 1998
----------------------------
Louis Harris


  *                             Director                    October 14, 1998
----------------------------
Michael Hegarty


  *                             Director                    October 14, 1998
----------------------------
Henri G. Hottinguer



  *                             Director                    October 14, 1998
----------------------------
W. Edwin Jarmain




  *                             Director                    October 14, 1998
----------------------------
Francis Jungers



  *                             Director                    October 14, 1998
----------------------------
Edward D. Miller



  *                             Director                    October 14, 1998
----------------------------
W.J. Sanders




  *                             Director                    October 14, 1998
----------------------------
Stanley B. Tulin



  *                             Director                    October 14, 1998
----------------------------
John C. West



*By
----------------------------
(Michael A. Boyd,
Attorney-in-fact)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14720}]
{"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": "333-65681", "film-number": "98725624"}, "business-address": {"street1": "277 PARK AVE", "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 October 14, 1998.

                  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)

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

                   PROFIT SHARING PLAN FOR EMPLOYEES OF
                    DONALDSON, LUFKIN & JENRETTE, INC.
                         (Full title of the plan)

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

                              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       3,000,000       $22.875        $68,625,000     $20,244.38
($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.  In addition, pursuant to Rule
    416(c) under the Securities Act of 1933, as amended, this registration
    statement also covers an indeterminate amount of interests to be
    offered or sold pursuant to the employee benefit plan referenced above.

(2) The 3,000,000 shares are deliverable under the Profit Sharing Plan for
    Employees of Donaldson, Lufkin & Jenrette, Inc.  The proposed maximum
    aggregate offering price is based upon the average sales price on the
    New York Stock Exchange on October 8, 1998.

              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, 1997;

  (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, 1997;

  (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 Retirement
Committee of the Profit Sharing Plan for Employees of Donaldson, Lufkin &
Jenrette, Inc. has duly caused this registration statement to be signed by the
undersigned thereunto duly authorized.

                              PROFIT SHARING PLAN
                              FOR EMPLOYEES OF
                              DONALDSON, LUFKIN & JENRETTE, INC.

                              By /s/ Gerald B. Rigg
                                 ----------------------------------
                                 Gerald B. Rigg, a member of the
                                 Retirement Committee

  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 October 14, 1998.

                              DONALDSON, LUFKIN & JENRETTE, INC.

                              By                 *
                                 ----------------------------------
                                 John S. Chalsty, Chairman

  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, and               October 14, 1998
----------------------------    Director
John S. Chalsty

  *                             President, Chief            October 14, 1998
----------------------------    Executive Officer
Joe L. Roby                     and Director

  *                             Executive                   October 14, 1998
----------------------------    Vice President,
Anthony F. Daddino              Chief Financial Officer
                                and Director

  *                             Chairman, Banking Group     October 14, 1998
----------------------------    and Director
Hamilton E. James

  *                             Chairman, Financial         October 14, 1998
----------------------------    Services Group
Richard S. Pechter              and Director

  *                             Chairman, Capital           October 14, 1998
----------------------------    Markets Group
Theodore P. Shen                and Director

  *                             Senior Vice President       October 14, 1998
----------------------------    and Chief Accounting
Michael M. Bendik               Officer

  *                             Director                    October 14, 1998
----------------------------
Henri de Castries

  *                             Director                    October 14, 1998
----------------------------
Denis Duverne

  *                             Director                    October 14, 1998
----------------------------
Louis Harris

  *                             Director                    October 14, 1998
----------------------------
Michael Hegarty

  *                             Director                    October 14, 1998
----------------------------
Henri G. Hottinguer

  *                             Director                    October 14, 1998
----------------------------
W. Edwin Jarmain

  *                             Director                    October 14, 1998
----------------------------
Francis Jungers

  *                             Director                    October 14, 1998
----------------------------
Edward D. Miller

  *                             Director                    October 14, 1998
----------------------------
W.J. Sanders

  *                             Director                    October 14, 1998
----------------------------
Stanley B. Tulin

  *                             Director                    October 14, 1998
----------------------------
John C. West

*By
----------------------------
(Michael A. Boyd,
Attorney-in-fact)