As filed with the Securities and Exchange Commission on December 3, 2002
                                                     Registration No. 333-______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

                            INFORMATION HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          06-1518007
             --------                                          ----------
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                          2777 Summer Street, Suite 209
                           Stamford, Connecticut 06905
                           ---------------------------
          (Address, including zip code, of principal executive offices)


                Information Holdings Inc. 1998 Stock Option Plan
                            (Full title of the plan)


                                 Mason P. Slaine
                      President and Chief Executive Officer
                            Information Holdings Inc.
                          2777 Summer Street, Suite 209
                           Stamford, Connecticut 06905
                                 (203) 961-9106
            ---------------------------------------------------------
            (Name, address and telephone number (including area code)
                              of agent for service)
                              ---------------------
                                    COPY TO:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                            New York, New York 10019
                                 (212) 728-8000

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed         Proposed
Title of           Amount to be      maximum          maximum         Amount of
securities to be    registered   offering price      aggregate      registration
registered              (1)       per share (2)   offering price(2)      fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value       500,000        $15.47        $7,735,000.00      $711.62
per share
--------------------------------------------------------------------------------

(1)  This Registration Statement covers an additional 500,000 shares authorized
     to be offered and sold under the Information Holdings Inc. 1998 Stock
     Option Plan, as amended (the "Plan"). In addition, this Registration
     Statement covers an indeterminable number of additional shares as may
     hereafter be offered or issued pursuant to the Plan, to prevent dilution
     resulting from stock splits, stock dividends or similar transactions
     effected without the receipt of consideration and pursuant to Rule 416(c)
     under the Securities Act of 1933, as amended (the "Securities Act").

(2)  Estimated solely for calculating the amount of the registration fee,
     pursuant to Rule 457(h) under the Securities Act, based on the average of
     the high and low prices reported on the New York Stock Exchange on November
     26, 2002.



<PAGE>


                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Information Holdings Inc. (the "Company") are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act").

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2002, filed pursuant to the Exchange Act.

     (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2002, filed pursuant to the Exchange Act.

     (d)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended September 30, 2002, filed pursuant to the Exchange Act.

     (e)  The Company's Current Report on Form 8-K and the Company's Amendment
          to the Current Report on Form 8-K/A, filed pursuant to the Exchange
          Act on January 10, 2002 and March 12, 2002, respectively.

     (f)  The Company's Current Report on Form 8-K, filed pursuant to the
          Exchange Act on October 8, 2002.

     (g)  The Company's Current Report on Form 8-K, filed pursuant to the
          Exchange Act on October 29, 2002.

     (h)  The Company's Registration Statement on Form S-8 (Registration No.
          333-69024), filed under the Securities Act on September 6, 2001.

     (i)  The description of the Company's common stock, par value $0.01 per
          share (the "Common Stock"), incorporated by reference into the
          Company's Registration Statement on Form 8-A, filed on August 4, 1998,
          pursuant to the Exchange Act, and contained in the Registration
          Statement on Form S-1 (Registration No. 333-56665), filed on August 4,
          1998, as amended.

     In addition, all documents filed by the Company with the Commission
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 the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.



<PAGE>


Item 8. EXHIBITS

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

   5           Opinion of Willkie Farr & Gallagher as to the legality of the
               shares of Common Stock to be originally issued pursuant to the
               Plan.

   23.1        Consent of Ernst & Young LLP.

   23.2        Consent of Willkie Farr & Gallagher (included in Exhibit 5).

   24          Power of Attorney (reference is made to the signature page).



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Stamford, State of Connecticut, on the 3rd day of December, 2002.

                                        INFORMATION HOLDINGS INC.

                                        By: /s/ Vincent A. Chippari
                                            ------------------------------
                                            Vincent A. Chippari
                                            Executive Vice President
                                            and Chief Financial Officer



<PAGE>


                                POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mason P. Slaine and Vincent A. Chippari and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, 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
all exhibits thereto, and other documents in connection therewith, 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 fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

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

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

/s/ Mason P. Slaine
-------------------------
Mason P. Slaine                 President, Chief Executive     November 15, 2002
                                Officer and Director
                                (Principal Executive
                                Officer)

/s/ Vincent A. Chippari
-------------------------
Vincent A. Chippari             Executive Vice President       November 15, 2002
                                and Chief Financial
                                Officer (Principal
                                Accounting and Financial
                                Officer)

/s/ Michael E. Danziger
-------------------------
Michael E. Danziger             Director                       November 15, 2002

/s/ David R. Haas
-------------------------
David R. Haas                   Director                       November 15, 2002

/s/ Sidney Lapidus
-------------------------
Sidney Lapidus                  Director                       November 15, 2002

/s/ John Vogelstein
-------------------------
John Vogelstein                 Director                       November 15, 2002



<PAGE>


                                  EXHIBIT INDEX



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

   5           Opinion of Willkie Farr & Gallagher as to the legality of the
               shares of Common Stock to be originally issued pursuant to the
               Plan.

   23.1        Consent of Ernst & Young LLP.

   23.2        Consent of Willkie Farr & Gallagher (included in Exhibit 5).

   24          Power of Attorney (reference is made to the signature page).
[{"type": "S-8", "sequence": "1", "filename": "inf1082319b.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 11114}]
{"company-data": {"conformed-name": "INFORMATION HOLDINGS INC", "cik": "0001063744", "assigned-sic": "2731", "irs-number": "061518007", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101614", "film-number": "02847210"}, "business-address": {"street1": "2777 SUMMER STREET", "street2": "SUITE 209", "city": "STAMFORD", "state": "CT", "zip": "06905", "phone": "2034665055"}, "mail-address": {"street1": "2777 SUMMER STREET", "street2": "SUITE 209", "city": "STAMFORD", "state": "CT", "zip": "06905"}}
As filed with the Securities and Exchange Commission on December 3, 2002
                                                     Registration No. 333-______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            INFORMATION HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                          06-1518007
             --------                                          ----------
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                          2777 Summer Street, Suite 209
                           Stamford, Connecticut 06905
                           ---------------------------
          (Address, including zip code, of principal executive offices)

                Information Holdings Inc. 1998 Stock Option Plan
                            (Full title of the plan)

                                 Mason P. Slaine
                      President and Chief Executive Officer
                            Information Holdings Inc.
                          2777 Summer Street, Suite 209
                           Stamford, Connecticut 06905
                                 (203) 961-9106
            ---------------------------------------------------------
            (Name, address and telephone number (including area code)
                              of agent for service)
                              ---------------------
                                    COPY TO:
                             Steven J. Gartner, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                            New York, New York 10019
                                 (212) 728-8000

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                    Proposed         Proposed
Title of           Amount to be      maximum          maximum         Amount of
securities to be    registered   offering price      aggregate      registration
registered              (1)       per share (2)   offering price(2)      fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value       500,000        $15.47        $7,735,000.00      $711.62
per share
--------------------------------------------------------------------------------

(1)  This Registration Statement covers an additional 500,000 shares authorized
     to be offered and sold under the Information Holdings Inc. 1998 Stock
     Option Plan, as amended (the "Plan"). In addition, this Registration
     Statement covers an indeterminable number of additional shares as may
     hereafter be offered or issued pursuant to the Plan, to prevent dilution
     resulting from stock splits, stock dividends or similar transactions
     effected without the receipt of consideration and pursuant to Rule 416(c)
     under the Securities Act of 1933, as amended (the "Securities Act").

(2)  Estimated solely for calculating the amount of the registration fee,
     pursuant to Rule 457(h) under the Securities Act, based on the average of
     the high and low prices reported on the New York Stock Exchange on November
     26, 2002.
PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Information Holdings Inc. (the "Company") are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2001, filed pursuant to the Securities Exchange Act of
          1934 (the "Exchange Act").

     (b)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2002, filed pursuant to the Exchange Act.

     (c)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2002, filed pursuant to the Exchange Act.

     (d)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended September 30, 2002, filed pursuant to the Exchange Act.

     (e)  The Company's Current Report on Form 8-K and the Company's Amendment
          to the Current Report on Form 8-K/A, filed pursuant to the Exchange
          Act on January 10, 2002 and March 12, 2002, respectively.

     (f)  The Company's Current Report on Form 8-K, filed pursuant to the
          Exchange Act on October 8, 2002.

     (g)  The Company's Current Report on Form 8-K, filed pursuant to the
          Exchange Act on October 29, 2002.

     (h)  The Company's Registration Statement on Form S-8 (Registration No.
          333-69024), filed under the Securities Act on September 6, 2001.

     (i)  The description of the Company's common stock, par value $0.01 per
          share (the "Common Stock"), incorporated by reference into the
          Company's Registration Statement on Form 8-A, filed on August 4, 1998,
          pursuant to the Exchange Act, and contained in the Registration
          Statement on Form S-1 (Registration No. 333-56665), filed on August 4,
          1998, as amended.

     In addition, all documents filed by the Company with the Commission
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 the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 8. EXHIBITS

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

   5           Opinion of Willkie Farr & Gallagher as to the legality of the
               shares of Common Stock to be originally issued pursuant to the
               Plan.

   23.1        Consent of Ernst & Young LLP.

   23.2        Consent of Willkie Farr & Gallagher (included in Exhibit 5).

   24          Power of Attorney (reference is made to the signature page).
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Stamford, State of Connecticut, on the 3rd day of December, 2002.

                                        INFORMATION HOLDINGS INC.

                                        By: /s/ Vincent A. Chippari
                                            ------------------------------
                                            Vincent A. Chippari
                                            Executive Vice President
                                            and Chief Financial Officer
POWER OF ATTORNEY
                                -----------------

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mason P. Slaine and Vincent A. Chippari and each
of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, 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
all exhibits thereto, and other documents in connection therewith, 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 fully to all intents and purposes as
he might or could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

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

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

/s/ Mason P. Slaine
-------------------------
Mason P. Slaine                 President, Chief Executive     November 15, 2002
                                Officer and Director
                                (Principal Executive
                                Officer)

/s/ Vincent A. Chippari
-------------------------
Vincent A. Chippari             Executive Vice President       November 15, 2002
                                and Chief Financial
                                Officer (Principal
                                Accounting and Financial
                                Officer)

/s/ Michael E. Danziger
-------------------------
Michael E. Danziger             Director                       November 15, 2002

/s/ David R. Haas
-------------------------
David R. Haas                   Director                       November 15, 2002

/s/ Sidney Lapidus
-------------------------
Sidney Lapidus                  Director                       November 15, 2002

/s/ John Vogelstein
-------------------------
John Vogelstein                 Director                       November 15, 2002
EXHIBIT INDEX

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

   5           Opinion of Willkie Farr & Gallagher as to the legality of the
               shares of Common Stock to be originally issued pursuant to the
               Plan.

   23.1        Consent of Ernst & Young LLP.

   23.2        Consent of Willkie Farr & Gallagher (included in Exhibit 5).

   24          Power of Attorney (reference is made to the signature page).