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

                                               Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        LIBERTY FINANCIAL COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

                 Massachusetts                           04-3260640
 (State or other jurisdiction of incorporation         (I.R.S. employer
                or organization)                     identification no.)

                  600 Atlantic Avenue, Boston, MA  02210-2214
             (Address of principal executive offices)  (Zip Code)


                Amended and Restated 1995 Stock Incentive Plan
                            (full title of the Plan)

                              John A. Benning, Esq.
                   Senior Vice President and General Counsel
                        Liberty Financial Companies, Inc.
                               600 Atlantic Avenue
                              Boston, MA 02210-2214
                     (Name and address of agent for service)

                               (617) 722-6000
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
 Title of securities   Amount to be    Proposed      Proposed      Amount of
  to be registered      Registered     Maximum        Maximum     Registration
                          (1)(2)       Offering      Aggregate        Fee
                                        Price     Offering Price
                                      Per Share         (3)
                                         (3)
===============================================================================
Common Stock,
$.01 par value.....   174,716 shares    $44.25     $7,731,183.00   $2,343.00
===============================================================================

(1)   Plus such additional  number of shares as may be required  pursuant to the
      plans  in  the   event  of  a  stock   dividend,   split-up   of   shares,
      recapitalization or other similar change in the Common Stock.

(2)   Amount being registered relates to additional securities of the same class
      as other  securities  for  which a  registration  statement  on this  form
      relating to an employee benefit plan is effective.

(3)   Estimated solely for the purpose of calculating the  registration  fee, in
      accordance  with Rule  457(h)(1),  on the basis of the last  reported sale
      price of the Registrant's Common Stock on May 27, 1997, as reported by the
      New York Stock Exchange, Inc.



<PAGE>


==============================================================================
                                EXPLANATORY NOTE
==============================================================================


      On March 27, 1997, the Registrant  filed a Registration  Statement on Form
S-8 (filed no. 33-90626), relating to 3,753,358 shares of Common Stock, $.01 par
value per share,  then  reserved for  issuance  under the  Company's  1990 Stock
Option Plan,  1995 Stock  Incentive  Plan and 1995 Employee Stock Purchase Plan.
This  Registration  Statement was  immediately  effective when filed and remains
effective.

      This Registration Statement is being filed in order to register additional
shares  of  the  Registrant's   Common  Stock  that  may  be  issued  under  the
Registrant's  1995 Stock  Incentive  Plan, as amended.  The form and contents of
this  Registration  Statement  have been  prepared in  compliance  with  General
Instruction E to Form S-8. In accordance  with said General  Instruction  E, the
contents of said earlier  Registration  Statement hereby are incorporated herein
by reference.

      The amount of shares being registered  hereunder,  consisting only of such
additional shares, has been calculated as follows:

      Shares originally registered.............................  3,753,358
      Shares issued............................................   (565,455)
      Open awards (potential issuances)........................ (2,812,119)
                                                                ___________ 
      Remaining balance........................................    375,784
                                                                ===========

      New awards...............................................    550,500
            Remaining balance..................................   (375,784)
                                                                ___________
            Additional shares to be registered.................    174,716
                                                                ===========

<PAGE>




                                      
                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


      The  following   information  is  included   herein  pursuant  to  General
Instruction E to Form S-8:

Item 8.     Exhibits.

      5.1   Opinion of John A. Benning, Esquire as to the legality of
            the shares being registered.

      23.1  Consent of KPMG Peat Marwick LLP.

      23.2  Consent of Ernst & Young LLP.

      24.1  Power of Attorney.*

      99.2  The Registrant's Amended and Restated 1995 Stock Incentive
            Plan.**

------------------
*Incorporated by reference from the Registrant's  Registration Statement on Form
S-4 (SEC File No. 333-20067), filed with the Commission on January 21, 1997.

**  Incorporated  by reference  from Appendix A to the  Registrant's  definitive
Proxy  Statement  dated April 11, 1997,  filed with the  Commission  on April 8,
1997.



<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
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 Boston, The Commonwealth of Massachusetts on May 29,
1997.

                                       Liberty Financial Companies, Inc.
                                       (Registrant)



                                       By: /s/ Kenneth R. Leibler*
                                            Kenneth R. Leibler
                                            Chief Executive Officer


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below on May 29, 1997 by the  following
persons in the capacities indicated.

  Name                                       Capacity

/s/ Kenneth R. Leibler*                 Chief Executive Officer, President
Kenneth R. Leibler                      (Principal Executive Officer) and
                                        Director

/s/ C. Allen Merritt, Jr.               Executive Vice President and Treasurer
C. Allen Merritt, Jr.

/s/ J. Andrew Hilbert                   Senior Vice President and Chief
J. Andrew Hilbert                       Financial Officer

/s/ Gregory H. Adamian*                         Director
Gregory H. Adamian

/s/ Gerald E. Anderson*                         Director
Gerald E. Anderson

/s/ Michael J. Babcock*                         Director
Michael J. Babcock

/s/ Michael von Clemm*                          Director
Michael von Clemm

/s/ Harold W. Cogger*                           Director
Harold W. Cogger

/s/ Gary L. Countryman*                         Chairman and Director
Gary L. Countryman

/s/ Paul J. Darling, II*                        Director
Paul J. Darling, II

/s/ C. Herbert Emilson*                         Director
C. Herbert Emilson

/s/ David F. Figgins*                           Director
David F. Figgins

/s/ John B. Gray*                               Director
John B. Gray

                                                Director
John P. Hamill

/s/ Marian L. Heard*                            Director
Marian L. Heard

/s/ Raymond H. Hefner, Jr.*                     Director
Raymond H. Hefner, Jr.

/s/ Edmund F. Kelly*                            Director
Edmund F. Kelly

/s/ Sabino Marinella*                           Director
Sabino Marinella

/s/ Ray B. Mundt*                               Director
Ray B. Mundt

/s/ Glenn P. Strehle*                           Director
Glenn P. Strehle

/s/ Stephen J. Sweeney*                         Director
Stephen J. Sweeney




                             *By: /s/ John A. Benning     
                                      John A. Benning
                                      Attorney-in-Fact


<PAGE>



========================================================================

========================================================================



                                INDEX TO EXHIBITS

Exhibit Number                                               Page

5.1   Opinion of John A. Benning, Esquire as to the legality of the
      shares
      being registered

23.1  Consent of KPMG Peat Marwick LLP

23.2  Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9630}]
{"company-data": {"conformed-name": "LIBERTY FINANCIAL COMPANIES INC /MA/", "cik": "0000936372", "assigned-sic": "6311", "irs-number": "043260640", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28073", "film-number": "97616719"}, "business-address": {"street1": "600 ATLANTIC AVE 24TH FLOOR", "street2": "24TH FL", "city": "BOSTON", "state": "MA", "zip": "02110-2214", "phone": "6177226000"}, "mail-address": {"street1": "600 ATLANTIC AVENUE 24TH FLOOR", "street2": "600 ATLANTIC AVENUE 24TH FLOOR", "city": "BOSTON", "state": "MA", "zip": "02210-2214"}, "former-company": {"former-conformed-name": "NEW LFC INC", "date-changed": "19950130"}}
As filed with the Securities and Exchange Commission on May 29, 1997.

                                               Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        LIBERTY FINANCIAL COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

                 Massachusetts                           04-3260640
 (State or other jurisdiction of incorporation         (I.R.S. employer
                or organization)                     identification no.)

                  600 Atlantic Avenue, Boston, MA  02210-2214
             (Address of principal executive offices)  (Zip Code)

                Amended and Restated 1995 Stock Incentive Plan
                            (full title of the Plan)

                              John A. Benning, Esq.
                   Senior Vice President and General Counsel
                        Liberty Financial Companies, Inc.
                               600 Atlantic Avenue
                              Boston, MA 02210-2214
                     (Name and address of agent for service)

                               (617) 722-6000
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
 Title of securities   Amount to be    Proposed      Proposed      Amount of
  to be registered      Registered     Maximum        Maximum     Registration
                          (1)(2)       Offering      Aggregate        Fee
                                        Price     Offering Price
                                      Per Share         (3)
                                         (3)
===============================================================================
Common Stock,
$.01 par value.....   174,716 shares    $44.25     $7,731,183.00   $2,343.00
===============================================================================

(1)   Plus such additional  number of shares as may be required  pursuant to the
      plans  in  the   event  of  a  stock   dividend,   split-up   of   shares,
      recapitalization or other similar change in the Common Stock.

(2)   Amount being registered relates to additional securities of the same class
      as other  securities  for  which a  registration  statement  on this  form
      relating to an employee benefit plan is effective.

(3)   Estimated solely for the purpose of calculating the  registration  fee, in
      accordance  with Rule  457(h)(1),  on the basis of the last  reported sale
      price of the Registrant's Common Stock on May 27, 1997, as reported by the
      New York Stock Exchange, Inc.
==============================================================================
                                EXPLANATORY NOTE
==============================================================================

      On March 27, 1997, the Registrant  filed a Registration  Statement on Form
S-8 (filed no. 33-90626), relating to 3,753,358 shares of Common Stock, $.01 par
value per share,  then  reserved for  issuance  under the  Company's  1990 Stock
Option Plan,  1995 Stock  Incentive  Plan and 1995 Employee Stock Purchase Plan.
This  Registration  Statement was  immediately  effective when filed and remains
effective.

      This Registration Statement is being filed in order to register additional
shares  of  the  Registrant's   Common  Stock  that  may  be  issued  under  the
Registrant's  1995 Stock  Incentive  Plan, as amended.  The form and contents of
this  Registration  Statement  have been  prepared in  compliance  with  General
Instruction E to Form S-8. In accordance  with said General  Instruction  E, the
contents of said earlier  Registration  Statement hereby are incorporated herein
by reference.

      The amount of shares being registered  hereunder,  consisting only of such
additional shares, has been calculated as follows:

      Shares originally registered.............................  3,753,358
      Shares issued............................................   (565,455)
      Open awards (potential issuances)........................ (2,812,119)
                                                                ___________ 
      Remaining balance........................................    375,784
                                                                ===========

      New awards...............................................    550,500
            Remaining balance..................................   (375,784)
                                                                ___________
            Additional shares to be registered.................    174,716
                                                                ===========
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      The  following   information  is  included   herein  pursuant  to  General
Instruction E to Form S-8:

Item 8.     Exhibits.

      5.1   Opinion of John A. Benning, Esquire as to the legality of
            the shares being registered.

      23.1  Consent of KPMG Peat Marwick LLP.

      23.2  Consent of Ernst & Young LLP.

      24.1  Power of Attorney.*

      99.2  The Registrant's Amended and Restated 1995 Stock Incentive
            Plan.**

------------------
*Incorporated by reference from the Registrant's  Registration Statement on Form
S-4 (SEC File No. 333-20067), filed with the Commission on January 21, 1997.

**  Incorporated  by reference  from Appendix A to the  Registrant's  definitive
Proxy  Statement  dated April 11, 1997,  filed with the  Commission  on April 8,
1997.
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, the Company
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 Boston, The Commonwealth of Massachusetts on May 29,
1997.

                                       Liberty Financial Companies, Inc.
                                       (Registrant)

                                       By: /s/ Kenneth R. Leibler*
                                            Kenneth R. Leibler
                                            Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below on May 29, 1997 by the  following
persons in the capacities indicated.

  Name                                       Capacity

/s/ Kenneth R. Leibler*                 Chief Executive Officer, President
Kenneth R. Leibler                      (Principal Executive Officer) and
                                        Director

/s/ C. Allen Merritt, Jr.               Executive Vice President and Treasurer
C. Allen Merritt, Jr.

/s/ J. Andrew Hilbert                   Senior Vice President and Chief
J. Andrew Hilbert                       Financial Officer

/s/ Gregory H. Adamian*                         Director
Gregory H. Adamian

/s/ Gerald E. Anderson*                         Director
Gerald E. Anderson

/s/ Michael J. Babcock*                         Director
Michael J. Babcock

/s/ Michael von Clemm*                          Director
Michael von Clemm

/s/ Harold W. Cogger*                           Director
Harold W. Cogger

/s/ Gary L. Countryman*                         Chairman and Director
Gary L. Countryman

/s/ Paul J. Darling, II*                        Director
Paul J. Darling, II

/s/ C. Herbert Emilson*                         Director
C. Herbert Emilson

/s/ David F. Figgins*                           Director
David F. Figgins

/s/ John B. Gray*                               Director
John B. Gray

                                                Director
John P. Hamill

/s/ Marian L. Heard*                            Director
Marian L. Heard

/s/ Raymond H. Hefner, Jr.*                     Director
Raymond H. Hefner, Jr.

/s/ Edmund F. Kelly*                            Director
Edmund F. Kelly

/s/ Sabino Marinella*                           Director
Sabino Marinella

/s/ Ray B. Mundt*                               Director
Ray B. Mundt

/s/ Glenn P. Strehle*                           Director
Glenn P. Strehle

/s/ Stephen J. Sweeney*                         Director
Stephen J. Sweeney

                             *By: /s/ John A. Benning     
                                      John A. Benning
                                      Attorney-in-Fact
========================================================================

========================================================================

                                INDEX TO EXHIBITS

Exhibit Number                                               Page

5.1   Opinion of John A. Benning, Esquire as to the legality of the
      shares
      being registered

23.1  Consent of KPMG Peat Marwick LLP

23.2  Consent of Ernst & Young LLP