As filed with the Securities and Exchange Commission on December 28, 1999
                                                   Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                             JOHN WILEY & SONS, INC.
             (Exact Name of Registrant as Specified in its Charter)


            NEW YORK                                    13-5593032
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)


                                605 THIRD AVENUE
                            NEW YORK, NEW YORK 10158
                                 (212) 850-6000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                             JOHN WILEY & SONS, INC.
                            LONG TERM INCENTIVE PLAN
                              (Full Title of Plan)
                                RICHARD S. RUDICK
                       VICE PRESIDENT AND GENERAL COUNSEL
                             JOHN WILEY & SONS, INC.
                                605 THIRD AVENUE
                            NEW YORK, NEW YORK 10158
                                 (212) 850-6000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             STEPHEN E. JACOBS, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S>                             <C>                          <C>                          <C>                        <C>
Title of Each Class of           Amount to be Registered(1)  Proposed Maximum Offering    Proposed Maximum Aggregate     Amount of
Securities to be Registered                                      Price Per Share(2)            Offering Price(2)    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $1.00 per share            8,000,000 shares                 $17.125                   $137,000,000             $36,168
====================================================================================================================================

</TABLE>

(1) Plus such indeterminate number of shares of Class A Common Stock of the
Registrant as may be issued to prevent dilution resulting from stock dividends,
stock splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.

(2) Estimated solely for the purpose of calculating the Registration Fee. Such
estimate has been calculated pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, based on the average of the high and low prices of the
Class A Common Stock, reported in the consolidated reporting system of the New
York Stock Exchange on December 21, 1999.

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



hrq703.DOC
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.










<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.              INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The following documents filed with the Commission (File No.
1-11507) by John Wiley & Sons, Inc. (the "Company") are incorporated herein by
reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended April 30, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended July 31, 1999;

         (c)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended October 31, 1999;

         (d)      The Company's Current Report on Form 8-K dated May 10, 1999;

         (e)      The Company's Current Report on Form 8-K dated May 29, 1999;
                  and

         (f)      The description of the Company's Class A Common Stock, par
                  value $1.00 per share (the "Common Stock"), contained in the
                  Registration Statement on Form 8-A as filed with the
                  Commission on July 6, 1995, pursuant to Section 12 of the
                  Exchange Act of 1934 (the "Exchange Act"), including any
                  amendment or report filed for the purpose of updating such
                  description.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.              DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.              INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.



                                      II-1
<PAGE>
ITEM 6.              INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     The Company is incorporated in the State of New York.
Sections 721, 722, 723, 724, 725 and 726 of the Business Corporation Law of the
State of New York (the "BCL") empower a corporation to indemnify its directors,
officers or controlling persons against liability subject to specified
limitations. Generally, under Section 722 of the BCL, a corporation may
indemnify any person made or threatened to be made a party to an action or
proceeding (other than one by or in the right of the corporation to procure a
judgment in its favor) whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interest of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful. In addition, a corporation may indemnify any
person made, or threatened to be made, a party to an action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation,
except that no such indemnification shall be made in respect of (a) a threatened
action, or a pending action which is settled or otherwise disposed of, or (b)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. Under Section 724 of the BCL, indemnification may also be awarded
by a court in certain circumstances.

                     In addition, Article EIGHT of the Restated Certificate of
Incorporation of the Company eliminates the personal liability of a director to
the Company or its shareholders, except for those specific breaches resulting in
liability for an act or omission with respect to which the BCL expressly


                                      II-2
<PAGE>
provides that such provision in the Certificate of Incorporation shall not
eliminate or limit such personal liability of the director.

                     Section 1 of Article VII of the Company's By-Laws provides
that the Company shall, to the fullest extent permitted by the BCL, indemnify
any director or officer of the Company or any wholly-owned subsidiary (or the
personal representative of such director or officer) who is or was made or
threatened to be made a party to or is involved in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (including an action by or in the right of the Company or any
of its subsidiaries or any other corporation, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan, or other enterprise),
by reason of the fact that he or she is or was a director or officer of the
Company, or at the request of the Company, is or was serving such subsidiary or
other corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise as director, officer, trustee, or in any other capacity,
against judgments, fines, amounts paid or to be paid in settlement, excise tax
or penalties, and costs, charges and expenses, including attorneys' fees,
incurred in connection with such action or proceeding or any appeal therein,
provided, however, that no indemnification shall be provided to such person if a
judgment or other final adjudication adverse to such person establishes that (i)
his or her acts (or those of the testator or intestate) were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he or she (or
the testate or intestate) personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; provided, further, that
where applicable, payment of such indemnification shall be made pursuant to the
provisions of Section 723 of the BCL, as the same may be amended from time to
time.

                     The above discussion of the Company's Restated Certificate
of Incorporation, By-Laws and of the BCL is not intended to be exhaustive and is
qualified in its entirety by the Restated Certificate of Incorporation, By-Laws
and the BCL.

                     The Company has purchased insurance under two policies, one
policy from Chubb Insurance Company (the "Chubb Policy") and another policy from
the National Union Fire Insurance Company (the "National Union Policy"), which
insurance provides for the payment by the insurers of the amount (after giving
effect to certain "retention" (deductible) and co-insurance provisions) which
the Company is required or permitted to pay in indemnifying its officers and
directors under the provisions of New York law. The policies also directly
indemnify the officers and directors in certain other instances, subject to the
retention and co-insurance provisions of each policy. The Chubb Policy is in the
face amount of $15,000,000 and is for a term expiring on November 14, 2001. The
National Union Policy, providing excess liability coverage, is in the face
amount of $5,000,000 and also expires on November 14, 2001.

                     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling our company as disclosed above, we have been informed that in the


                                      II-3
<PAGE>
opinion of the Securities and Exchange Commission the indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.              EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.              EXHIBITS.

           Exhibit
           Number                          Description of Exhibit
           ------                          ----------------------

            4.1         Restated Certificate of Incorporation, incorporated by
                        reference to Exhibit 3.1 to the Company's Annual Report
                        on Form 10-K for the year ended April 30, 1992 (File No.
                        1-11507).

            4.2         Certificate of Amendment of the Certificate of
                        Incorporation, dated October 13, 1995, incorporated by
                        reference to Exhibit 3.2 to the Company's Annual Report
                        on Form 10-K for the year ended April 30, 1996 (File No.
                        1-11507).

            4.3         Certificate of Amendment of the Certificate of
                        Incorporation dated as of September 1998, incorporated
                        by reference to Exhibit 3(i) to the Company's Quarterly
                        Report for the quarterly period ended October 31, 1998
                        (File No. 1-11507).

            4.4         Certificate of Amendment of the Certificate of
                        Incorporation, dated September 20, 1999, incorporated
                        by reference to Exhibit 3(i) to the Company's Quarterly
                        Report for the quarterly period ended October 31, 1999
                        (File No. 1-11507).

            4.5         By-Laws as Amended and Restated dated as of September
                        1998, incorporated by reference to Exhibit 3(ii) to the
                        Company's Quarterly Report on Form 10-Q for the
                        quarterly period ended October 31, 1998 (File No.
                        1-11507).

            5           Opinion of Company Counsel.

            23(a)       Consent of Arthur Andersen LLP.

            23(b)       Consent of Company Counsel (included in Exhibit 5).



                                      II-4
<PAGE>
            24          Power of Attorney (included as part of the signature
                        page to this Registration Statement and incorporated
                        herein by reference).

            99.1        The John Wiley & Sons, Inc. Long Term Incentive Plan,
                        incorporated by reference to Exhibit A to the Company's
                        Proxy Statement, dated August 6, 1999, relating to the
                        Annual Meeting of Shareholders of the Company.

ITEM 9.              UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      to file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement;

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high 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 a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement;

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

                     provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by the foregoing paragraphs is
                     contained in periodic reports filed with or furnished to
                     the Commission by the Company pursuant to Section 13 or


                                      II-5
<PAGE>
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in the 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
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Securities 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 Securities Act
                  and will be governed by the final adjudication of such issue.




                                      II-6
<PAGE>
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 9th day of
December, 1999.


                                      JOHN WILEY & SONS, INC.

                                      By: William J. Pesce
                                          -------------------------------------
                                          Name: William J. Pesce
                                          Title: President and
                                                 Chief Executive Officer










                                      II-7
<PAGE>
                                POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert D. Wilder and Richard S.
Rudick, acting individually, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
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 attorney-in-fact and agent 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/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her 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 the
capacities and on the date indicated.


<TABLE>
<S>                                     <C>                                                            <C>


              Signature                                          Title                                       Date


William J. Pesce                        President and Chief Executive Officer and Director             December 9,1999
---------------------------------       (Principal Executive Officer)
William J. Pesce



Robert D. Wilder                        Executive Vice President and Chief Financial &                 December 9,1999
---------------------------------       Operations Officer (Principal Financial Officer)
Robert D. Wilder



Peter W. Clifford                       Senior Vice President, Finance                                 December 9,1999
---------------------------------       Corporate Controller & Chief Accounting Officer
Peter W. Clifford                       (Principal Accounting Officer)



Warren J. Baker                         Director                                                       December 9,1999
---------------------------------
Warren J. Baker



H. Allen Fernand                        Director                                                       December 9,1999
---------------------------------
H. Allen Fernand




                                      II-8
<PAGE>
                                        Director                                                       December __,1999
---------------------------------
Gary J. Fernandes



Larry Franklin                          Director                                                       December 9,1999
---------------------------------
Larry Franklin



John L. Marion, Jr.                     Director                                                       December 9, 1999
---------------------------------
John L. Marion, Jr.



Henry A. McKinnel, Jr.                  Director                                                       December 9,1999
---------------------------------
Henry A. McKinnel, Jr.



William R. Sutherland                   Director                                                       December 9,1999
---------------------------------
William R. Sutherland



Bradford Wiley II                       Director                                                       December 9, 1999
---------------------------------
Bradford Wiley II



Peter Booth Wiley                       Director                                                       December 9, 1999
---------------------------------
Peter Booth Wiley


</TABLE>







                                      II-9
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
NO.                                      DESCRIPTION

4.1         Certificate of Incorporation of the Company, incorporated by
            reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
            for the year ended April 30, 1992 (File No. 1-11507).

4.2         Certificate of Amendment of the Certificate of Incorporation, dated
            October 13, 1995, incorporated by reference to Exhibit 3.2 to the
            Company's Annual Report on Form 10-K for the year ended April 30,
            1996 (File No. 1-11507).

4.3         Certificate of Amendment of the Certificate of Incorporation dated
            as of September 1998, incorporated by reference to Exhibit 3(I) to
            the Company's Quarterly Report for the quarterly period ended
            October 31, 1998 (File No. 1-11507).

4.4         Certificate of Amendment of the Certificate of Incorporation, dated
            September 20, 1999, incorporated by reference to Exhibit 3(i) to
            the Company's Quarterly Report for the quarterly period ended
            October 31, 1999 (File No. 1-11507).

4.5         By-Laws as Amended and Restated dated as of September 1998,
            incorporated by reference to Exhibit 3(ii) to the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended October
            31, 1998 (File No. 1-11507).

5           Opinion of Company Counsel.

23(a)       Consent of Arthur Andersen LLP.

23(b)       Consent of Company Counsel (included in Exhibit 5).

24          Power of Attorney (included as part of the signature page to this
            Registration Statement and incorporated herein by reference).

99.1        The John Wiley & Sons, Inc. Long Term Incentive Plan, incorporated
            by reference to Exhibit A to the Company's Proxy Statement, dated
            August 6, 1999, relating to the Annual Meeting of Shareholders of
            the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30000}]
{"company-data": {"conformed-name": "WILEY JOHN & SONS INC", "cik": "0000107140", "assigned-sic": "2731", "irs-number": "135593032", "state-of-incorporation": "NY", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93691", "film-number": "99781552"}, "business-address": {"street1": "605 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10158", "phone": "2128506000"}, "mail-address": {"street1": "605 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10158"}}
As filed with the Securities and Exchange Commission on December 28, 1999
                                                   Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             JOHN WILEY & SONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            NEW YORK                                    13-5593032
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                                605 THIRD AVENUE
                            NEW YORK, NEW YORK 10158
                                 (212) 850-6000
               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                             JOHN WILEY & SONS, INC.
                            LONG TERM INCENTIVE PLAN
                              (Full Title of Plan)
                                RICHARD S. RUDICK
                       VICE PRESIDENT AND GENERAL COUNSEL
                             JOHN WILEY & SONS, INC.
                                605 THIRD AVENUE
                            NEW YORK, NEW YORK 10158
                                 (212) 850-6000
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                             STEPHEN E. JACOBS, ESQ.
                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                            NEW YORK, NEW YORK 10153
                                 (212) 310-8000
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of           Amount to be Registered(1)  Proposed Maximum Offering    Proposed Maximum Aggregate     Amount of
Securities to be Registered                                      Price Per Share(2)            Offering Price(2)    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $1.00 per share            8,000,000 shares                 $17.125                   $137,000,000             $36,168
====================================================================================================================================
(1) Plus such indeterminate number of shares of Class A Common Stock of the
Registrant as may be issued to prevent dilution resulting from stock dividends,
stock splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.

(2) Estimated solely for the purpose of calculating the Registration Fee. Such
estimate has been calculated pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, based on the average of the high and low prices of the
Class A Common Stock, reported in the consolidated reporting system of the New
York Stock Exchange on December 21, 1999.

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

hrq703.DOC
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                     The documents containing the information specified in Part
I of this Registration Statement will be sent or given to employees as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute 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 with the Commission (File No.
1-11507) by John Wiley & Sons, Inc. (the "Company") are incorporated herein by
reference:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended April 30, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended July 31, 1999;

         (c)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended October 31, 1999;

         (d)      The Company's Current Report on Form 8-K dated May 10, 1999;

         (e)      The Company's Current Report on Form 8-K dated May 29, 1999;
                  and

         (f)      The description of the Company's Class A Common Stock, par
                  value $1.00 per share (the "Common Stock"), contained in the
                  Registration Statement on Form 8-A as filed with the
                  Commission on July 6, 1995, pursuant to Section 12 of the
                  Exchange Act of 1934 (the "Exchange Act"), including any
                  amendment or report filed for the purpose of updating such
                  description.

                     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.              DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.              INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

                                      II-1
ITEM 6.              INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     The Company is incorporated in the State of New York.
Sections 721, 722, 723, 724, 725 and 726 of the Business Corporation Law of the
State of New York (the "BCL") empower a corporation to indemnify its directors,
officers or controlling persons against liability subject to specified
limitations. Generally, under Section 722 of the BCL, a corporation may
indemnify any person made or threatened to be made a party to an action or
proceeding (other than one by or in the right of the corporation to procure a
judgment in its favor) whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interest of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful. In addition, a corporation may indemnify any
person made, or threatened to be made, a party to an action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he, his testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation,
except that no such indemnification shall be made in respect of (a) a threatened
action, or a pending action which is settled or otherwise disposed of, or (b)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. Under Section 724 of the BCL, indemnification may also be awarded
by a court in certain circumstances.

                     In addition, Article EIGHT of the Restated Certificate of
Incorporation of the Company eliminates the personal liability of a director to
the Company or its shareholders, except for those specific breaches resulting in
liability for an act or omission with respect to which the BCL expressly

                                      II-2
provides that such provision in the Certificate of Incorporation shall not
eliminate or limit such personal liability of the director.

                     Section 1 of Article VII of the Company's By-Laws provides
that the Company shall, to the fullest extent permitted by the BCL, indemnify
any director or officer of the Company or any wholly-owned subsidiary (or the
personal representative of such director or officer) who is or was made or
threatened to be made a party to or is involved in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (including an action by or in the right of the Company or any
of its subsidiaries or any other corporation, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan, or other enterprise),
by reason of the fact that he or she is or was a director or officer of the
Company, or at the request of the Company, is or was serving such subsidiary or
other corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise as director, officer, trustee, or in any other capacity,
against judgments, fines, amounts paid or to be paid in settlement, excise tax
or penalties, and costs, charges and expenses, including attorneys' fees,
incurred in connection with such action or proceeding or any appeal therein,
provided, however, that no indemnification shall be provided to such person if a
judgment or other final adjudication adverse to such person establishes that (i)
his or her acts (or those of the testator or intestate) were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he or she (or
the testate or intestate) personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; provided, further, that
where applicable, payment of such indemnification shall be made pursuant to the
provisions of Section 723 of the BCL, as the same may be amended from time to
time.

                     The above discussion of the Company's Restated Certificate
of Incorporation, By-Laws and of the BCL is not intended to be exhaustive and is
qualified in its entirety by the Restated Certificate of Incorporation, By-Laws
and the BCL.

                     The Company has purchased insurance under two policies, one
policy from Chubb Insurance Company (the "Chubb Policy") and another policy from
the National Union Fire Insurance Company (the "National Union Policy"), which
insurance provides for the payment by the insurers of the amount (after giving
effect to certain "retention" (deductible) and co-insurance provisions) which
the Company is required or permitted to pay in indemnifying its officers and
directors under the provisions of New York law. The policies also directly
indemnify the officers and directors in certain other instances, subject to the
retention and co-insurance provisions of each policy. The Chubb Policy is in the
face amount of $15,000,000 and is for a term expiring on November 14, 2001. The
National Union Policy, providing excess liability coverage, is in the face
amount of $5,000,000 and also expires on November 14, 2001.

                     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling our company as disclosed above, we have been informed that in the

                                      II-3
opinion of the Securities and Exchange Commission the indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

ITEM 7.              EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

ITEM 8.              EXHIBITS.

           Exhibit
           Number                          Description of Exhibit
           ------                          ----------------------

            4.1         Restated Certificate of Incorporation, incorporated by
                        reference to Exhibit 3.1 to the Company's Annual Report
                        on Form 10-K for the year ended April 30, 1992 (File No.
                        1-11507).

            4.2         Certificate of Amendment of the Certificate of
                        Incorporation, dated October 13, 1995, incorporated by
                        reference to Exhibit 3.2 to the Company's Annual Report
                        on Form 10-K for the year ended April 30, 1996 (File No.
                        1-11507).

            4.3         Certificate of Amendment of the Certificate of
                        Incorporation dated as of September 1998, incorporated
                        by reference to Exhibit 3(i) to the Company's Quarterly
                        Report for the quarterly period ended October 31, 1998
                        (File No. 1-11507).

            4.4         Certificate of Amendment of the Certificate of
                        Incorporation, dated September 20, 1999, incorporated
                        by reference to Exhibit 3(i) to the Company's Quarterly
                        Report for the quarterly period ended October 31, 1999
                        (File No. 1-11507).

            4.5         By-Laws as Amended and Restated dated as of September
                        1998, incorporated by reference to Exhibit 3(ii) to the
                        Company's Quarterly Report on Form 10-Q for the
                        quarterly period ended October 31, 1998 (File No.
                        1-11507).

            5           Opinion of Company Counsel.

            23(a)       Consent of Arthur Andersen LLP.

            23(b)       Consent of Company Counsel (included in Exhibit 5).

                                      II-4
24          Power of Attorney (included as part of the signature
                        page to this Registration Statement and incorporated
                        herein by reference).

            99.1        The John Wiley & Sons, Inc. Long Term Incentive Plan,
                        incorporated by reference to Exhibit A to the Company's
                        Proxy Statement, dated August 6, 1999, relating to the
                        Annual Meeting of Shareholders of the Company.

ITEM 9.              UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      to file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement;

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high 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 a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement;

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

                     provided, however, that paragraph (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by the foregoing paragraphs is
                     contained in periodic reports filed with or furnished to
                     the Commission by the Company pursuant to Section 13 or

                                      II-5
Section 15(d) of the Exchange Act that are incorporated by
                     reference in the 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
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Securities 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 Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 9th day of
December, 1999.

                                      JOHN WILEY & SONS, INC.

                                      By: William J. Pesce
                                          -------------------------------------
                                          Name: William J. Pesce
                                          Title: President and
                                                 Chief Executive Officer

                                      II-7
POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert D. Wilder and Richard S.
Rudick, acting individually, his/her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him/her and in his/her
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 attorney-in-fact and agent 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/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her 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 the
capacities and on the date indicated.
Signature                                          Title                                       Date

William J. Pesce                        President and Chief Executive Officer and Director             December 9,1999
---------------------------------       (Principal Executive Officer)
William J. Pesce

Robert D. Wilder                        Executive Vice President and Chief Financial &                 December 9,1999
---------------------------------       Operations Officer (Principal Financial Officer)
Robert D. Wilder

Peter W. Clifford                       Senior Vice President, Finance                                 December 9,1999
---------------------------------       Corporate Controller & Chief Accounting Officer
Peter W. Clifford                       (Principal Accounting Officer)

Warren J. Baker                         Director                                                       December 9,1999
---------------------------------
Warren J. Baker

H. Allen Fernand                        Director                                                       December 9,1999
---------------------------------
H. Allen Fernand

                                      II-8
Director                                                       December __,1999
---------------------------------
Gary J. Fernandes

Larry Franklin                          Director                                                       December 9,1999
---------------------------------
Larry Franklin

John L. Marion, Jr.                     Director                                                       December 9, 1999
---------------------------------
John L. Marion, Jr.

Henry A. McKinnel, Jr.                  Director                                                       December 9,1999
---------------------------------
Henry A. McKinnel, Jr.

William R. Sutherland                   Director                                                       December 9,1999
---------------------------------
William R. Sutherland

Bradford Wiley II                       Director                                                       December 9, 1999
---------------------------------
Bradford Wiley II

Peter Booth Wiley                       Director                                                       December 9, 1999
---------------------------------
Peter Booth Wiley
II-9
EXHIBIT INDEX

EXHIBIT
NO.                                      DESCRIPTION

4.1         Certificate of Incorporation of the Company, incorporated by
            reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
            for the year ended April 30, 1992 (File No. 1-11507).

4.2         Certificate of Amendment of the Certificate of Incorporation, dated
            October 13, 1995, incorporated by reference to Exhibit 3.2 to the
            Company's Annual Report on Form 10-K for the year ended April 30,
            1996 (File No. 1-11507).

4.3         Certificate of Amendment of the Certificate of Incorporation dated
            as of September 1998, incorporated by reference to Exhibit 3(I) to
            the Company's Quarterly Report for the quarterly period ended
            October 31, 1998 (File No. 1-11507).

4.4         Certificate of Amendment of the Certificate of Incorporation, dated
            September 20, 1999, incorporated by reference to Exhibit 3(i) to
            the Company's Quarterly Report for the quarterly period ended
            October 31, 1999 (File No. 1-11507).

4.5         By-Laws as Amended and Restated dated as of September 1998,
            incorporated by reference to Exhibit 3(ii) to the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended October
            31, 1998 (File No. 1-11507).

5           Opinion of Company Counsel.

23(a)       Consent of Arthur Andersen LLP.

23(b)       Consent of Company Counsel (included in Exhibit 5).

24          Power of Attorney (included as part of the signature page to this
            Registration Statement and incorporated herein by reference).

99.1        The John Wiley & Sons, Inc. Long Term Incentive Plan, incorporated
            by reference to Exhibit A to the Company's Proxy Statement, dated
            August 6, 1999, relating to the Annual Meeting of Shareholders of
            the Company.