As filed with the Securities and Exchange Commission on [   ], 1999.

                  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.
                   DLJdirect 1999 INCENTIVE COMPENSATION PLAN
                            (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

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

<PAGE>


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

DLJdirect
Common Stock    $6,019,550      $20.00     $120,391,000     $33,468.70
($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 6,019,550 shares are deliverable under the Donaldson, Lufkin &
      Jenrette, Inc. DLJdirect 1999 Incentive Compensation Plan. The proposed
      maximum aggregate offering price is based upon the option price of stock
      options granted on May 26, 1999, the date of the public offering of
      shares of DLJdirect.



                                        2

<PAGE>


                 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, 1998;

   (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, 1998;

   (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.


                                        3


<PAGE>




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.


                                        4


<PAGE>



  (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.


                                        5


<PAGE>




SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 25, 1999.

                                    DONALDSON, LUFKIN & JENRETTE, INC.


                                    By                 *
                                       ------------------------------------
                                       Joe L Roby, President 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
---------                 -----                       ----

  *                       President, Chief            May 25, 1999
----------------------    Executive Officer
Joe L. Roby               and Director



  *                       Chairman, and               May 25, 1999
----------------------    Director
John S. Chalsty



  *                       Executive                   May 25, 1999
----------------------    Vice President,
Anthony F. Daddino        Chief Financial Officer
                          and Director



  *
----------------------    Director                    May 25, 1999
David DeLucia




  *                       Chairman, Banking Group     May 25, 1999
----------------------    and Director
Hamilton E. James


                                        6


<PAGE>





  *                       Chairman, Financial         May 25, 1999
----------------------    Services Group
Richard S. Pechter        and Director



  *
----------------------    Director                    May 25, 1999
Stuart M. Robbins



  *                       Senior Vice President       May 25, 1999
----------------------    and Chief Accounting
Michael M. Bendik         Officer



  *
----------------------    Director                    May 25, 1999
Henri de Castries



  *
----------------------    Director                    May 25, 1999
Denis Duverne



  *
----------------------    Director                    May 25, 1999
Jane Mack Gould



  *
----------------------    Director                    May 25, 1999
Louis Harris



  *
----------------------    Director                    May 25, 1999
Michael Hegarty



  *
----------------------    Director                    May 25, 1999
Henri G. Hottinguer




                                        7


<PAGE>




  *
----------------------    Director                    May 25, 1999
W. Edwin Jarmain



  *
----------------------    Director                    May 25, 1999
Francis Jungers



  *
----------------------    Director                    May 25, 1999
Edward D. Miller



  *
----------------------    Director                    May 25, 1999
W.J. Sanders



  *
----------------------    Director                    May 25, 1999
Stanley B. Tulin



  *
----------------------    Director                    May 25, 1999
John C. West



*By /s/ Marjorie S. White
    --------------------------------
(Marjorie S. White,
Attorney-in-fact)


                                        8


<PAGE>



                                    EXHIBIT 5



                                        9
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{"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": "333-79393", "film-number": "99635716"}, "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 [   ], 1999.

                  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.
                   DLJdirect 1999 INCENTIVE COMPENSATION PLAN
                            (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
--------------------------------------------------------------------------------

DLJdirect
Common Stock    $6,019,550      $20.00     $120,391,000     $33,468.70
($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 6,019,550 shares are deliverable under the Donaldson, Lufkin &
      Jenrette, Inc. DLJdirect 1999 Incentive Compensation Plan. The proposed
      maximum aggregate offering price is based upon the option price of stock
      options granted on May 26, 1999, the date of the public offering of
      shares of DLJdirect.

                                        2
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, 1998;

   (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, 1998;

   (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.

                                        3
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.

                                        4
(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.

                                        5
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 25, 1999.

                                    DONALDSON, LUFKIN & JENRETTE, INC.

                                    By                 *
                                       ------------------------------------
                                       Joe L Roby, President 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
---------                 -----                       ----

  *                       President, Chief            May 25, 1999
----------------------    Executive Officer
Joe L. Roby               and Director

  *                       Chairman, and               May 25, 1999
----------------------    Director
John S. Chalsty

  *                       Executive                   May 25, 1999
----------------------    Vice President,
Anthony F. Daddino        Chief Financial Officer
                          and Director

  *
----------------------    Director                    May 25, 1999
David DeLucia

  *                       Chairman, Banking Group     May 25, 1999
----------------------    and Director
Hamilton E. James

                                        6
*                       Chairman, Financial         May 25, 1999
----------------------    Services Group
Richard S. Pechter        and Director

  *
----------------------    Director                    May 25, 1999
Stuart M. Robbins

  *                       Senior Vice President       May 25, 1999
----------------------    and Chief Accounting
Michael M. Bendik         Officer

  *
----------------------    Director                    May 25, 1999
Henri de Castries

  *
----------------------    Director                    May 25, 1999
Denis Duverne

  *
----------------------    Director                    May 25, 1999
Jane Mack Gould

  *
----------------------    Director                    May 25, 1999
Louis Harris

  *
----------------------    Director                    May 25, 1999
Michael Hegarty

  *
----------------------    Director                    May 25, 1999
Henri G. Hottinguer

                                        7
*
----------------------    Director                    May 25, 1999
W. Edwin Jarmain

  *
----------------------    Director                    May 25, 1999
Francis Jungers

  *
----------------------    Director                    May 25, 1999
Edward D. Miller

  *
----------------------    Director                    May 25, 1999
W.J. Sanders

  *
----------------------    Director                    May 25, 1999
Stanley B. Tulin

  *
----------------------    Director                    May 25, 1999
John C. West

*By /s/ Marjorie S. White
    --------------------------------
(Marjorie S. White,
Attorney-in-fact)

                                        8
EXHIBIT 5

                                        9