As Filed With the Securities and Exchange Commission
                                 on April 15, 2004
				                         Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                                THOMAS NELSON, INC.
              (Exact name of Registrant as specified in its charter)


            TENNESSEE                                      62-0679364
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         501 Nelson Place
       Nashville, Tennessee                                37214-1000
(Address of Principal Executive Offices)                   (Zip Code)



                 THOMAS NELSON, INC. 2003 STOCK INCENTIVE PLAN
                            (Full title of the plan)


                                  Joe L. Powers
                     Executive Vice President and Secretary
                                Thomas Nelson, Inc.
                                 501 Nelson Place
                        Nashville, Tennessee 37214-1000
                                  (615) 889-9000
           (Name, Address, including Zip Code, and Telephone Number,
            including Area Code, of Registrant's Agent for Service)


                                 With Copies to:

                               James H. Cheek, III
                              Bass, Berry & Sims PLC
                        315 Deaderick Street, Suite 2700
                            Nashville, Tennessee 37238
                                  (615) 742-6200





                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                      Proposed
Title of                              Proposed	      maximum
securities                            maximum        aggregate     Amount of
  to be             Amount to be   offering price    offering    registration
registered          registered(1)    per share         price          fee
--------------------------------------------------------------------------------
<S>                <C>                 <C>            <C>            <C>
Class B
Common Stock(2)    300,000 shares      $12.33         $3,699,000     $469.77
--------------------------------------------------------------------------------
Common Stock or
Class B Common
Stock              700,000(3) shares   $27.58(4)     $19,306,000   $2,451.86
--------------------------------------------------------------------------------
Total            1,000,000 shares         N/A        $23,005,000   $2,921.63
================================================================================
</TABLE>

(1)     Pursuant to Rule 416(a) under the Securities Act, includes 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)     Represents shares reserved for issuance at $12.33 per share under the
        Registrant's 2003 Stock Incentive Plan.

(3)     Represents shares reserved for issuance pursuant to future grants under
        the Registrant's 2003 Stock Incentive Plan.

(4)     The offering price is estimated solely for the purpose of determining
        the amount of the registration fee in accordance with Rule 457(h)
        under the Securities Act of 1933 and is based on the average of the
        high and low prices per share of the Registrant's Common Stock as
        reported on NYSE on April 8, 2004.



                                     PART I

              Information Required in the Section 10(a) Prospectus

     Thomas Nelson, Inc. (the "Registrant") will send or give documents
containing the information specified by Part I of this Form S-8 Registration
Statement (the "Registration Statement") to participants in the plan to which
this Registration Statement relates, as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act").  The Registrant is not filing such
documents with the SEC, but these documents constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.



                                     PART II

             Information Required in the Registration Statement


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

     The following documents filed by the Registrant with the SEC, pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:

(1)   The Registrant's Annual Report on Form 10-K for the year ended
      March 31, 2003;

(2)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      December 31, 2003;

(3)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2003;

(4)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      June 30, 2003;

(5)   The Registrant's Current Reports on Form 8-K filed August 6, 2003,
      August 13, 2003, August 22, 2003, October 29, 2003, November 5, 2003,
      November 20, 2003, February 12, 2004 and February 19, 2004; and

(6)   The description of the Registrant's Common Stock, $1.00 par value per
      share (the "Common Stock") and the Class B Common Stock, $1.00 par value
      per share (the "Class B Stock"), contained in the Registrant's Form 8-A
      filed on May 26, 1995, including all amendments and reports filed for the
      purpose of updating such description prior to the termination of the
      offering of the Common Stock and Class B Stock offered hereby;

     Notwithstanding the foregoing, information furnished under Items 9 and 12
of any Current Report on Form 8-K, including the related exhibits, is not
incorporated by reference in this prospectus or the accompanying registration
statement.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement.  Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

     In August 2002, Thomas Nelson, Inc. announced that the Board of Directors
ended the engagement of Arthur Andersen LLP as the Registrant's independent
public accountants.  The Registrant subsequently engaged KPMG LLP to serve as
the Registrant's independent auditors for the fiscal year ended March 31, 2003.
For more information, see the Registrant's current report on Form 8-K, dated
August 9, 2002.

     The Registrant's Form 10-K for the fiscal year ended March 31, 2003, which
is incorporated by reference into this Registration Statement, contains
consolidated financial statements for fiscal years ended March 31, 2001 and
March 31, 2002, that were audited by Arthur Andersen LLP.  After reasonable
efforts, and because of Arthur Andersen LLP's ceasing of operations, the
Registrant has been unable to obtain Arthur Andersen LLP's written consent to
the incorporation by reference into this Registration Statement of Arthur
Andersen LLP's reports on the Company's consolidated financial statements and
related financial statement schedules for each of the two years ended
March 31, 2002.

     Accordingly, the Company has omitted Arthur Andersen LLP's consent in
reliance upon Rule 437a under the Securities Act of 1933, which permits the
Company to dispense with the requirement to file the written consent of Arthur
Andersen LLP under the circumstances.

     Arthur Andersen LLP has not consented to the incorporation of their
reports in this Registration Statement.  Therefore, with respect to
transactions in the Company's securities pursuant to this Registration
Statement, Arthur Andersen LLP will not have any liability under Section 11(a)
of the Securities Act of 1933 for any untrue statements of a material fact
contained in the Company's consolidated financial statements audited by Arthur
Andersen LLP or for any omission to state a material fact required to be stated
in those consolidated financial statements and thus no claim could be asserted
against Arthur Andersen LLP under Section 11(a) of the Securities Act.  To the
extent provided in Section 11(b)(3)(C) of the Securities Act, however, other
persons who are liable under Section 11(a) of the Securities Act, including the
Company's officers and directors, may still rely on Arthur Andersen's
original audit report as being made by an expert for purposes of establishing
a due diligence defense under Section 11(b) of the Securities Act.


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

     The Registrant's Common Stock and Class B Stock are registered under
Section 12 of the Exchange Act.


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

          Not applicable.


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

     The Registrant's Amended Bylaws (the "Bylaws") provide that subject to the
limitations of the law, the Registrant shall indemnify any person who was or
is a party or is threatened to be made a party to any action, suit or
proceeding (other than by or in the right of the Registrant), whether civil or
criminal, including actions by or in the right of any other corporation which
any director or officer of the Registrant served in any capacity at the request
of the Registrant, by reason of the fact that such person is or was a director
or officer of the Registrant, or is or was serving, at the request of the
Registrant, such other corporation, or any partnership, joint venture, trust or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by such person in connection with such action, suit or
proceeding, or any appeal therein, if such interests of the Registrant, and,
with respect to any criminal action or proceeding, in addition, had no
reasonable cause to believe his conduct was unlawful.  In the case of any
action, suit or proceeding by or in the right of the Registrant, the Bylaws
provide that subject to the limitations of law, the Registrant shall indemnify
any person who is or was a party or is threatened to be made a party to any
suit by or in the right of the Registrant to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant another
corporation, partnership, joint venture, trust or other enterprise in any
capacity, against amounts paid in settlement and reasonable expenses,
including attorney's fees, actually and necessarily incurred by such person
in connection with such action, suit or proceeding, or any appeal therein,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to have breached his
duty to the Registrant under Section 48-813 of the Tennessee Business
Corporation Act ("TBCA") or any successor provision of Tennessee law. In cases
where the director or officer is wholly successful, on the merits or otherwise,
in the defense of any proceeding instigated because of his or her status as
an officer or director of a corporation, the Bylaws, as well as the TBCA,
mandate that the corporation indemnify the director or officer against
reasonable expenses incurred in the proceeding.

     The TBCA provides that a corporation may indemnify any of its directors
and officers against liability incurred in connection with a proceeding if
(i) the director or officer acted in good faith, (ii) in the case of conduct in
his or her official capacity with the corporation, the director or officer
reasonably believed such conduct was in the corporation's best interests,
(iii) in all other cases, the director or officer reasonably believed that his
or her conduct was not opposed to the best interest of the corporation, and
(iv) in connection with any criminal proceeding, the director or officer had no
reasonable cause to believe that his or her conduct was unlawful.  In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation.  The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly received.  Notwithstanding the
foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was met.

     Additionally, Paragraph 9(e) of the Registrant's Amended and Restated
Charter, as amended (the "Charter"), provides that, to the fullest extent
permitted by law, including without limitation the TBCA, no director of the
Registrant shall be personally liable to the Registrant or any of its
shareholders for monetary damages for breach of fiduciary duty as a director.
The Registrant has entered into indemnification agreements with certain of the
Registrant's directors and executive officers.

     Directors' and officers' liability insurance has also been obtained by the
Registrant, the effect of which is to indemnify the directors and officers of
the Registrant against certain damages and expenses because of certain claims
made against them caused by their negligent act, error or omission.


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

          None.


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

          Exhibit 4.1   Thomas Nelson, Inc. Amended and Restated Charter
                        (filed as Exhibit 4.1 to the Company's Registration
                        Statement on Form S-8 (No. 33-80086) and incorporated
                        herein by reference)

          Exhibit 4.2   Thomas Nelson, Inc. Amended Bylaws (filed as
                        Exhibit 3.2 to the Company's Annual Report on Form 10-K
                        for the year ended March 31, 1999 and incorporated
                        herein by reference)

          Exhibit 5.1   Opinion of Bass, Berry & Sims PLC

          Exhibit 10.1  Thomas Nelson, Inc. 2003 Stock Incentive Plan (filed as
                        Appendix B to the Thomas Nelson, Inc. Proxy Statement
                        on Schedule 14-A for the 2003 Annual Meeting of
                        Shareholders, filed with the SEC on July 15, 2003 and
                        incorporated herein by reference)

          Exhibit 23.1  Consent of KPMG LLP

          Exhibit 23.2  Notice Regarding Consent of Arthur Andersen LLP

          Exhibit 24.1  Consent of Bass, Berry & Sims PLC (included in
                        Exhibit 5)

          Exhibit 24.1  Power of Attorney (included on page II-4 to this
                        Registration Statement)


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

A.  The 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;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of this 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 this 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 end 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% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective Registration Statement; and

          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in this
                Registration Statement;

          provided, however, that clauses (a)(1)(i) and (a)(1)(ii) shall not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Exchange Act that are incorporated
          by reference into this Registration Statement.

    (2)   That, for the purpose of determining any liability under the
          Securities Act, 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 posteffective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

B.  The Registrant hereby undertakes that, for purposes of determining any
    liability under the Securities Act, each filing of the Registrant's annual
    report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where
    applicable, each filing of an employee benefit plan's annual report
    pursuant to Section 15(d) of the Exchange Act) that is incorporated by
    reference in this 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
    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 Nashville, State of Tennessee, on the 15th day of
April, 2004.

                                                     THOMAS NELSON, INC.


                                                 By:   /s/ Joe L. Powers
                                                    -----------------------
                                                    Joe L. Powers
                                                    Executive Vice President
                                                    and Secretary


     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Sam Moore and Joe L. Powers, and each of them,
his true and lawful attorneys-infact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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


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

/s/ Sam Moore                  Chairman of the Board of       April 15, 2004
--------------------------     Directors, Chief Executive
Sam Moore                      Officer and President
                               (Principal Executive Officer)

/s/ Joe L. Powers              Executive Vice President       April 15, 2004
--------------------------     and Secretary (Principal
Joe L. Powers                  Financial and Accounting
                               Officer)

/s/ Jesse T. Correll           Director                       April 15, 2004
--------------------------
Jesse T. Correll


/s/ Brownlee O. Currey, Jr.    Director                       April 15, 2004
--------------------------
Brownlee O. Currey, Jr.


/s/ W. Lipscomb Davis, Jr.     Director                       April 15, 2004
--------------------------
W. Lipscomb Davis, Jr.


/s/ S. Joseph Moore            Director                       April 15, 2004
--------------------------
S. Joseph Moore


/s/ Ronald W. Blue             Director                       April 15, 2004
--------------------------
Ronald W. Blue


/s/ Millard V. Oakley          Director                       April 15, 2004
--------------------------
Millard V. Oakley




                             EXHIBIT INDEX

Exhibit 4.1   Thomas Nelson, Inc. Amended and Restated Charter (filed as
              Exhibit 4.1 to the Company's Registration Statement on Form S-8
              (No. 33-80086) and incorporated herein by reference)

Exhibit 4.2   Thomas Nelson, Inc. Amended Bylaws (filed as Exhibit 3.2 to the
              Company's Annual Report on Form 10-K for the year ended March 31,
              1999 and incorporated herein by reference)

Exhibit 5.1   Opinion of Bass, Berry & Sims PLC

Exhibit 10.1  Thomas Nelson, Inc. 2003 Stock Incentive Plan (filed as
              Appendix B to the Thomas Nelson, Inc. Proxy Statement on
              Schedule 14-A for the 2003 Annual Meeting of Shareholders,
              filed with the SEC on July 15, 2003 and incorporated herein
              by reference)

Exhibit 23.1  Consent of KPMG LLP

Exhibit 23.2  Notice Regarding Consent of Arthur Andersen LLP

Exhibit 23.3  Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

Exhibit 24.1  Power of Attorney (included on page II-4 to this Registration
              Statement)
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{"company-data": {"conformed-name": "NELSON THOMAS INC", "cik": "0000071023", "assigned-sic": "2731", "irs-number": "620679364", "state-of-incorporation": "TN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114491", "film-number": "04736063"}, "business-address": {"street1": "501 NELSON PLACE", "city": "NASHVILLE", "state": "TN", "zip": "37214-1000", "phone": "6158899000"}, "mail-address": {"street1": "P O BOX 141000", "city": "NASHVILLE", "state": "TN", "zip": "37214-1000"}, "former-company": {"former-conformed-name": "ROYAL PUBLISHERS INC", "date-changed": "19721019"}}
As Filed With the Securities and Exchange Commission
                                 on April 15, 2004
				                         Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                                THOMAS NELSON, INC.
              (Exact name of Registrant as specified in its charter)

            TENNESSEE                                      62-0679364
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         501 Nelson Place
       Nashville, Tennessee                                37214-1000
(Address of Principal Executive Offices)                   (Zip Code)

                 THOMAS NELSON, INC. 2003 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                  Joe L. Powers
                     Executive Vice President and Secretary
                                Thomas Nelson, Inc.
                                 501 Nelson Place
                        Nashville, Tennessee 37214-1000
                                  (615) 889-9000
           (Name, Address, including Zip Code, and Telephone Number,
            including Area Code, of Registrant's Agent for Service)

                                 With Copies to:

                               James H. Cheek, III
                              Bass, Berry & Sims PLC
                        315 Deaderick Street, Suite 2700
                            Nashville, Tennessee 37238
                                  (615) 742-6200

                          CALCULATION OF REGISTRATION FEE
Proposed
Title of                              Proposed	      maximum
securities                            maximum        aggregate     Amount of
  to be             Amount to be   offering price    offering    registration
registered          registered(1)    per share         price          fee
--------------------------------------------------------------------------------
Class B
Common Stock(2)    300,000 shares      $12.33         $3,699,000     $469.77
--------------------------------------------------------------------------------
Common Stock or
Class B Common
Stock              700,000(3) shares   $27.58(4)     $19,306,000   $2,451.86
--------------------------------------------------------------------------------
Total            1,000,000 shares         N/A        $23,005,000   $2,921.63
================================================================================
(1)     Pursuant to Rule 416(a) under the Securities Act, includes 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)     Represents shares reserved for issuance at $12.33 per share under the
        Registrant's 2003 Stock Incentive Plan.

(3)     Represents shares reserved for issuance pursuant to future grants under
        the Registrant's 2003 Stock Incentive Plan.

(4)     The offering price is estimated solely for the purpose of determining
        the amount of the registration fee in accordance with Rule 457(h)
        under the Securities Act of 1933 and is based on the average of the
        high and low prices per share of the Registrant's Common Stock as
        reported on NYSE on April 8, 2004.

                                     PART I

              Information Required in the Section 10(a) Prospectus

     Thomas Nelson, Inc. (the "Registrant") will send or give documents
containing the information specified by Part I of this Form S-8 Registration
Statement (the "Registration Statement") to participants in the plan to which
this Registration Statement relates, as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Securities Act").  The Registrant is not filing such
documents with the SEC, but these documents constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

             Information Required in the Registration Statement

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

     The following documents filed by the Registrant with the SEC, pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference and shall be deemed to be a part hereof from
the date of filing of such document:

(1)   The Registrant's Annual Report on Form 10-K for the year ended
      March 31, 2003;

(2)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      December 31, 2003;

(3)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2003;

(4)   The Registrant's Quarterly Report on Form 10-Q for the quarter ended
      June 30, 2003;

(5)   The Registrant's Current Reports on Form 8-K filed August 6, 2003,
      August 13, 2003, August 22, 2003, October 29, 2003, November 5, 2003,
      November 20, 2003, February 12, 2004 and February 19, 2004; and

(6)   The description of the Registrant's Common Stock, $1.00 par value per
      share (the "Common Stock") and the Class B Common Stock, $1.00 par value
      per share (the "Class B Stock"), contained in the Registrant's Form 8-A
      filed on May 26, 1995, including all amendments and reports filed for the
      purpose of updating such description prior to the termination of the
      offering of the Common Stock and Class B Stock offered hereby;

     Notwithstanding the foregoing, information furnished under Items 9 and 12
of any Current Report on Form 8-K, including the related exhibits, is not
incorporated by reference in this prospectus or the accompanying registration
statement.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement.  Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.

     In August 2002, Thomas Nelson, Inc. announced that the Board of Directors
ended the engagement of Arthur Andersen LLP as the Registrant's independent
public accountants.  The Registrant subsequently engaged KPMG LLP to serve as
the Registrant's independent auditors for the fiscal year ended March 31, 2003.
For more information, see the Registrant's current report on Form 8-K, dated
August 9, 2002.

     The Registrant's Form 10-K for the fiscal year ended March 31, 2003, which
is incorporated by reference into this Registration Statement, contains
consolidated financial statements for fiscal years ended March 31, 2001 and
March 31, 2002, that were audited by Arthur Andersen LLP.  After reasonable
efforts, and because of Arthur Andersen LLP's ceasing of operations, the
Registrant has been unable to obtain Arthur Andersen LLP's written consent to
the incorporation by reference into this Registration Statement of Arthur
Andersen LLP's reports on the Company's consolidated financial statements and
related financial statement schedules for each of the two years ended
March 31, 2002.

     Accordingly, the Company has omitted Arthur Andersen LLP's consent in
reliance upon Rule 437a under the Securities Act of 1933, which permits the
Company to dispense with the requirement to file the written consent of Arthur
Andersen LLP under the circumstances.

     Arthur Andersen LLP has not consented to the incorporation of their
reports in this Registration Statement.  Therefore, with respect to
transactions in the Company's securities pursuant to this Registration
Statement, Arthur Andersen LLP will not have any liability under Section 11(a)
of the Securities Act of 1933 for any untrue statements of a material fact
contained in the Company's consolidated financial statements audited by Arthur
Andersen LLP or for any omission to state a material fact required to be stated
in those consolidated financial statements and thus no claim could be asserted
against Arthur Andersen LLP under Section 11(a) of the Securities Act.  To the
extent provided in Section 11(b)(3)(C) of the Securities Act, however, other
persons who are liable under Section 11(a) of the Securities Act, including the
Company's officers and directors, may still rely on Arthur Andersen's
original audit report as being made by an expert for purposes of establishing
a due diligence defense under Section 11(b) of the Securities Act.

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

     The Registrant's Common Stock and Class B Stock are registered under
Section 12 of the Exchange Act.

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

          Not applicable.

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

     The Registrant's Amended Bylaws (the "Bylaws") provide that subject to the
limitations of the law, the Registrant shall indemnify any person who was or
is a party or is threatened to be made a party to any action, suit or
proceeding (other than by or in the right of the Registrant), whether civil or
criminal, including actions by or in the right of any other corporation which
any director or officer of the Registrant served in any capacity at the request
of the Registrant, by reason of the fact that such person is or was a director
or officer of the Registrant, or is or was serving, at the request of the
Registrant, such other corporation, or any partnership, joint venture, trust or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred by such person in connection with such action, suit or
proceeding, or any appeal therein, if such interests of the Registrant, and,
with respect to any criminal action or proceeding, in addition, had no
reasonable cause to believe his conduct was unlawful.  In the case of any
action, suit or proceeding by or in the right of the Registrant, the Bylaws
provide that subject to the limitations of law, the Registrant shall indemnify
any person who is or was a party or is threatened to be made a party to any
suit by or in the right of the Registrant to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant another
corporation, partnership, joint venture, trust or other enterprise in any
capacity, against amounts paid in settlement and reasonable expenses,
including attorney's fees, actually and necessarily incurred by such person
in connection with such action, suit or proceeding, or any appeal therein,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to have breached his
duty to the Registrant under Section 48-813 of the Tennessee Business
Corporation Act ("TBCA") or any successor provision of Tennessee law. In cases
where the director or officer is wholly successful, on the merits or otherwise,
in the defense of any proceeding instigated because of his or her status as
an officer or director of a corporation, the Bylaws, as well as the TBCA,
mandate that the corporation indemnify the director or officer against
reasonable expenses incurred in the proceeding.

     The TBCA provides that a corporation may indemnify any of its directors
and officers against liability incurred in connection with a proceeding if
(i) the director or officer acted in good faith, (ii) in the case of conduct in
his or her official capacity with the corporation, the director or officer
reasonably believed such conduct was in the corporation's best interests,
(iii) in all other cases, the director or officer reasonably believed that his
or her conduct was not opposed to the best interest of the corporation, and
(iv) in connection with any criminal proceeding, the director or officer had no
reasonable cause to believe that his or her conduct was unlawful.  In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation.  The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly received.  Notwithstanding the
foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for
reasonable expenses if, in consideration of all relevant circumstances, the
court determines that such individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was met.

     Additionally, Paragraph 9(e) of the Registrant's Amended and Restated
Charter, as amended (the "Charter"), provides that, to the fullest extent
permitted by law, including without limitation the TBCA, no director of the
Registrant shall be personally liable to the Registrant or any of its
shareholders for monetary damages for breach of fiduciary duty as a director.
The Registrant has entered into indemnification agreements with certain of the
Registrant's directors and executive officers.

     Directors' and officers' liability insurance has also been obtained by the
Registrant, the effect of which is to indemnify the directors and officers of
the Registrant against certain damages and expenses because of certain claims
made against them caused by their negligent act, error or omission.

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

          None.

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

          Exhibit 4.1   Thomas Nelson, Inc. Amended and Restated Charter
                        (filed as Exhibit 4.1 to the Company's Registration
                        Statement on Form S-8 (No. 33-80086) and incorporated
                        herein by reference)

          Exhibit 4.2   Thomas Nelson, Inc. Amended Bylaws (filed as
                        Exhibit 3.2 to the Company's Annual Report on Form 10-K
                        for the year ended March 31, 1999 and incorporated
                        herein by reference)

          Exhibit 5.1   Opinion of Bass, Berry & Sims PLC

          Exhibit 10.1  Thomas Nelson, Inc. 2003 Stock Incentive Plan (filed as
                        Appendix B to the Thomas Nelson, Inc. Proxy Statement
                        on Schedule 14-A for the 2003 Annual Meeting of
                        Shareholders, filed with the SEC on July 15, 2003 and
                        incorporated herein by reference)

          Exhibit 23.1  Consent of KPMG LLP

          Exhibit 23.2  Notice Regarding Consent of Arthur Andersen LLP

          Exhibit 24.1  Consent of Bass, Berry & Sims PLC (included in
                        Exhibit 5)

          Exhibit 24.1  Power of Attorney (included on page II-4 to this
                        Registration Statement)

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

A.  The 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;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of this 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 this 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 end 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% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective Registration Statement; and

          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in this Registration
                Statement or any material change to such information in this
                Registration Statement;

          provided, however, that clauses (a)(1)(i) and (a)(1)(ii) shall not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Exchange Act that are incorporated
          by reference into this Registration Statement.

    (2)   That, for the purpose of determining any liability under the
          Securities Act, 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 posteffective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

B.  The Registrant hereby undertakes that, for purposes of determining any
    liability under the Securities Act, each filing of the Registrant's annual
    report pursuant to Section 13(a) or 15(d) of the Exchange Act (and where
    applicable, each filing of an employee benefit plan's annual report
    pursuant to Section 15(d) of the Exchange Act) that is incorporated by
    reference in this 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
    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 Nashville, State of Tennessee, on the 15th day of
April, 2004.

                                                     THOMAS NELSON, INC.

                                                 By:   /s/ Joe L. Powers
                                                    -----------------------
                                                    Joe L. Powers
                                                    Executive Vice President
                                                    and Secretary

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Sam Moore and Joe L. Powers, and each of them,
his true and lawful attorneys-infact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

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

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

/s/ Sam Moore                  Chairman of the Board of       April 15, 2004
--------------------------     Directors, Chief Executive
Sam Moore                      Officer and President
                               (Principal Executive Officer)

/s/ Joe L. Powers              Executive Vice President       April 15, 2004
--------------------------     and Secretary (Principal
Joe L. Powers                  Financial and Accounting
                               Officer)

/s/ Jesse T. Correll           Director                       April 15, 2004
--------------------------
Jesse T. Correll

/s/ Brownlee O. Currey, Jr.    Director                       April 15, 2004
--------------------------
Brownlee O. Currey, Jr.

/s/ W. Lipscomb Davis, Jr.     Director                       April 15, 2004
--------------------------
W. Lipscomb Davis, Jr.

/s/ S. Joseph Moore            Director                       April 15, 2004
--------------------------
S. Joseph Moore

/s/ Ronald W. Blue             Director                       April 15, 2004
--------------------------
Ronald W. Blue

/s/ Millard V. Oakley          Director                       April 15, 2004
--------------------------
Millard V. Oakley

                             EXHIBIT INDEX

Exhibit 4.1   Thomas Nelson, Inc. Amended and Restated Charter (filed as
              Exhibit 4.1 to the Company's Registration Statement on Form S-8
              (No. 33-80086) and incorporated herein by reference)

Exhibit 4.2   Thomas Nelson, Inc. Amended Bylaws (filed as Exhibit 3.2 to the
              Company's Annual Report on Form 10-K for the year ended March 31,
              1999 and incorporated herein by reference)

Exhibit 5.1   Opinion of Bass, Berry & Sims PLC

Exhibit 10.1  Thomas Nelson, Inc. 2003 Stock Incentive Plan (filed as
              Appendix B to the Thomas Nelson, Inc. Proxy Statement on
              Schedule 14-A for the 2003 Annual Meeting of Shareholders,
              filed with the SEC on July 15, 2003 and incorporated herein
              by reference)

Exhibit 23.1  Consent of KPMG LLP

Exhibit 23.2  Notice Regarding Consent of Arthur Andersen LLP

Exhibit 23.3  Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

Exhibit 24.1  Power of Attorney (included on page II-4 to this Registration
              Statement)