content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on April 13, 2001
                                                        REGISTRATION NO. 333-_____
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    -------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                    -------------
                            DATA BROADCASTING CORPORATION
               (Exact name of Registrant as specified in its charter)
  
  <TABLE>
  <S>                                                             <C>
              Delaware                                            13-3668779
  (State or other jurisdiction of                               (IRS Employer
   incorporation or organization)                              Identification No.)
  </TABLE>
  
  
                                   22 Crosby Drive
                            Bedford, Massachusetts 01730
                                   (781) 687-8800
        (Address, including telephone number, of Principal Executive Offices)
  
  
  
                            DATA BROADCASTING CORPORATION
                            2000 LONG-TERM INCENTIVE PLAN
  
                              (FULL TITLE OF THE PLAN)
  
  
                                   ANDREA H. LOEW
                                   GENERAL COUNSEL
                                   22 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                                   (781) 687-8800
  
                        (Name, address and telephone number,
                     including area code, of agent for service)
  
  
                                      COPY TO:
  
                               GARY S. ROTHSTEIN, ESQ.
                             MORGAN, LEWIS & BOCKIUS LLP
                                   101 PARK AVENUE
                              NEW YORK, NEW YORK 10178
                                   (212) 309-6000
                                 FAX: (212) 309-6273
  <PAGE>   2
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM          AMOUNT OF
                                                  AMOUNT TO BE           OFFERING        AGGREGATE OFFERING        REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED            REGISTERED         PRICE PER SHARE            PRICE                FEE (4)
  <S>                                             <C>                <C>                 <C>                       <C>
  Common Stock, $.01 par value                    14,618,725(1)            $6.85(2)        $100,138,266.25           $25,034.57
                                                        592,775            $4.75(3)          $2,815,681.25              $703.92
                                                          5,000            $5.03(3)             $25,150.00                $6.29
                                                          5,000            $4.50(3)             $22,500.00                $5.63
                                                         87,500            $4.00(3)            $350,000.00               $87.50
                                                          1,500            $4.25(3)              $6,375.00                $1.59
                                                        100,000          $3.8125(3)            $381,250.00               $95.31
                                                          5,000            $2.88(3)             $14,400.00                $3.60
                                                         60,000            $3.00(3)            $180,000.00               $45.00
                                                          5,000            $3.94(3)             $19,700.00                $4.93
                                                          2,500            $3.88(3)              $9,700.00                $2.43
                                                          3,000            $4.09(3)             $12,270.00                $3.07
                                                         10,000            $5.00(3)             $50,000.00               $12.50
                                                          4,000            $5.22(3)             $20,880.00                $5.22
                                                        300,000            $7.91(3)          $2,373,000.00              $593.25
  
  Total                                              15,800,000                            $106,419,172.50           $26,604.81
  </TABLE>
  
  (1)      Pursuant to Rule 416(a), the number of shares being registered shall
           include an indeterminate number of additional shares of common stock
           which may become issuable as a result of stock splits, stock dividends,
           or similar transactions in accordance with anti-dilution provisions of
           the 2000 Long-Term Incentive Plan.
  
  (2)      Calculated pursuant to Rules 457(c) and (h), based upon the average of
           the ask and bid prices for the common stock as reported on the Nasdaq
           OTC Bulletin Board for April 9, 2001.
  
  (3)      Calculated pursuant to Rule 457(h) for the purpose of calculating the
           registration fee, based upon the price at which outstanding options
           under the 2000 Long-Term Incentive Plan may be exercised.
  
  (4)      Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
           follows: Proposed maximum aggregate offering price per share multiplied
           by .000250.
  <PAGE>   3
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           * Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from this Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933, as amended (the
           "Securities Act"), and the Introductory Note to Part I of this
           Registration Statement on Form S-8.
  
                                       -I-1-
  <PAGE>   4
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents previously filed by us with the Securities and
  Exchange Commission (the "Commission"), are incorporated by reference into this
  Registration Statement:
  
           (a) Our Annual Report on Form 10-K for the fiscal year ended December
  31, 2000, filed with the Commission on March 28, 2001.
  
           (b) Our Current Report describing certain material events on Form 8-K
  filed with the Commission on January 23, 2001.
  
           (c) Our Registration Statement on Form S-3 (Registration No.
  333-21557), filed with the Commission on February 11, 1997, describing our
  common stock, including any amendments or reports filed for the purpose of
  updating any such description.
  
           All reports and other documents subsequently filed by us pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment 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.
  
           Any statement contained herein or in a document all or a portion of
  which is incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  Experts.
  
           The consolidated financial statements included in the our Annual Report
  on Form 10-K for the year ended December 31, 2000 incorporated by reference in
  this Registration Statement have been audited by PricewaterhouseCoopers, LLP
  independent public accountants, as indicated in their report dated February 7,
  2001, and are included herein in reliance upon the authority of said firm as
  experts in accounting and auditing in giving said report.
  
                                       -II-1-
  <PAGE>   5
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Section 145 of the General Corporation Law of the State of Delaware
  permits a corporation, under specified circumstances, to indemnify its
  directors, officers, employees or agents against expenses (including attorneys
  fees), judgments, fines and amounts paid in settlements actually and reasonably
  incurred by them in connection with any action, suit or proceeding brought by
  third parties by reason of the fact that they were or are directors, officers,
  employees or agents of the corporation, if such directors, officers, employees
  or agents acted in good faith and in a manner they reasonably believed to be in
  or not opposed to the best interests of the corporation and, with respect to any
  criminal action or proceeding, had no reason to believe their conduct was
  unlawful. In an action by or in the right of the corporation, indemnification
  may be made only for expenses actually and reasonably incurred by directors,
  officers, employees or agents in connection with the defense or settlement of an
  action or suit, and only with respect to a matter as to which they shall have
  acted in good faith and in a manner they reasonably believed to be in or not
  opposed to the best interest of the corporation, except that no indemnification
  shall be made if such person shall have been adjudged liable to the corporation,
  unless and only to the extent that the court in which the action or suit was
  brought shall determine upon application that the defendant directors, officers,
  employees or agents are fairly and reasonably entitled to indemnify for such
  expenses despite such adjudication of liability.
  
           The Company's Amended and Restated Certificate of Incorporation, as
  amended, and Article VII of the Company's By-Laws provide, in general, that the
  Company shall indemnify its directors and officers under the circumstances
  defined in Section 145.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers, or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Commission, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable.
  
                                       -II-2-
  <PAGE>   6
  Item 8.  Exhibits.
  
  <TABLE>
  <CAPTION>
           Exhibit           Description
  <S>                        <C>
           4.1               Amended and Restated Certificate of Incorporation of
                             Data Broadcasting Corporation, as amended, (filed as
                             Exhibit 3.1 of the Annual Report on Form 10-K for the
                             year ended June 30, 1995 filed on September 27, 1996
                             and as Exhibits 3.3 and 3.4 of the Annual Report on
                             Form 10-K for the year ended December 31, 2000 filed
                             on March 28, 2001).*
  
           4.2               By-Laws of Data Broadcasting Corporation, (filed as
                             Exhibit 3.2 to the Registration Statement on Form
                             8-A, filed on June 15, 1992).*
  
           4.3               Data Broadcasting Corporation 2000 Long-Term
                             Incentive Plan, (filed as Exhibit 10.3 of the Annual
                             Report on Form 10-K for the year ended December 31,
                             2000 filed on March 28, 2001).*
  
           5.1               Opinion of Morgan, Lewis & Bockius LLP.
  
           23.1              Consent of PricewaterhouseCoopers, LLP.
  
           23.2              Consent of Morgan, Lewis & Bockius LLP (included in
                             Exhibit 5.1).
  
           24                Powers of Attorney (included on page II-5 of this
                             Registration Statement).
  </TABLE>
  
  *  Incorporated by Reference.
  
  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 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;
                             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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in
  
                                       -II-3-
  <PAGE>   7
  periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
  of the Exchange Act that are incorporated by reference in 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 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 (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 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 SEC 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-4-
  <PAGE>   8
                                     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 Bedford, the Commonwealth of Massachusetts, on April
  13, 2001.
  
                                             DATA BROADCASTING CORPORATION
  
  
                                             By:  /s/ Stuart J. Clark
                                                  -------------------------------
                                                    Stuart J. Clark
                                                    Chief Executive Officer
                                                    April 13, 2001
  
  
           Each person whose signature appears below constitutes and appoints each
  of Andrea H. Loew and Stuart J. Clark, 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
  (including post-effective amendments) to this Registration Statement and any and
  all other documents and instruments incidental thereto, and to file the same,
  with all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission and any other regulatory authority, 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, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agent, or his substitute, 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 below by the following individuals in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
                   Signature                                      Title                           Date
                   ---------                                      -----                           ----
  <S>                                            <C>                                          <C>
  /s/ Stuart J. Clark                             President, Chief Executive Officer and       April 13, 2001
  -------------------------------------           Director (principal executive officer)
  Stuart J. Clark
  
  /s/ Steven G. Crane                             Executive Vice President and Chief           April 13, 2001
  -------------------------------------           Financial Officer (principal financial
  Steven G. Crane                                 and accounting officer)
  
  
  </TABLE>
  
                                       -II-5-
  <PAGE>   9
  <TABLE>
  <S>                                            <C>                                          <C>
  /s/ Stephen Hill                               Chairman of the Board                        April 13, 2001
  -------------------------------------
  Stephen Hill
  
  
  /s/ John Fallon                                Director                                     April 13, 2001
  -------------------------------------
  John Fallon
  
  
  /s/ Donald P. Greenberg                        Director                                     April 13, 2001
  -------------------------------------
  Donald P. Greenberg
  
  
  /s/ Alan Hirschfield                           Director                                     April 13, 2001
  -------------------------------------
  Alan Hirschfield
  
  
  /s/ Philip J. Hoffman                          Director                                     April 13, 2001
  -------------------------------------
  Philip J. Hoffman
  
  
  /s/ Gloria Samuels                             Director                                     April 13, 2001
  -------------------------------------
  Gloria Samuels
  
  
  /s/ Giles Spackman                             Director                                     April 13, 2001
  -------------------------------------
  Giles Spackman
  
  
  /s/ Allan R. Tessler                           Director                                     April 13, 2001
  -------------------------------------
  Allan R. Tessler
  </TABLE>
  
                                       -II-6-
  <PAGE>   10
                                      EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
           Exhibit           Description
           -------           -----------
  <S>                        <C>
           4.1               Amended and Restated Certificate of Incorporation of
                             Data Broadcasting Corporation, as amended, (filed as
                             Exhibit 3.1 of the Annual Report on Form 10-K for the
                             year ended June 30, 1995 filed on September 27, 1996
                             and as Exhibits 3.3 and 3.4 of the Annual Report on
                             Form 10-K for the year ended December 31, 2000 filed
                             on March 28, 2001).*
  
           4.2               By-Laws of Data Broadcasting Corporation, (filed as
                             Exhibit 3.2 to the Registration Statement on Form
                             8-A, filed on June 15, 1992).*
  
           4.3               Data Broadcasting Corporation 2000 Long-Term
                             Incentive Plan, (filed as Exhibit 10.3 of the Annual
                             report on Form 10-K for the year ended December 31,
                             2000 filed on March 28, 2001).*
  
           5.1               Opinion of Morgan, Lewis & Bockius LLP.
  
           23.1              Consent of PricewaterhouseCoopers, LLP.
  
           23.2              Consent of Morgan, Lewis & Bockius LLP (included in
                             Exhibit 5.1).
  
           24                Powers of Attorney (included on page II-5 of this
                             Registration Statement).
  </TABLE>
  
  *  Incorporated by Reference.
  
  
                                       -II-7-
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text: 1
  
       As filed with the Securities and Exchange Commission on April 13, 2001
                                                        REGISTRATION NO. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    -------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                    -------------
                            DATA BROADCASTING CORPORATION
               (Exact name of Registrant as specified in its charter)
  Delaware                                            13-3668779
  (State or other jurisdiction of                               (IRS Employer
   incorporation or organization)                              Identification No.)
  22 Crosby Drive
                            Bedford, Massachusetts 01730
                                   (781) 687-8800
        (Address, including telephone number, of Principal Executive Offices)
  
                            DATA BROADCASTING CORPORATION
                            2000 LONG-TERM INCENTIVE PLAN
  
                              (FULL TITLE OF THE PLAN)
  
                                   ANDREA H. LOEW
                                   GENERAL COUNSEL
                                   22 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                                   (781) 687-8800
  
                        (Name, address and telephone number,
                     including area code, of agent for service)
  
                                      COPY TO:
  
                               GARY S. ROTHSTEIN, ESQ.
                             MORGAN, LEWIS & BOCKIUS LLP
                                   101 PARK AVENUE
                              NEW YORK, NEW YORK 10178
                                   (212) 309-6000
                                 FAX: (212) 309-6273
  2
                           CALCULATION OF REGISTRATION FEE
  PROPOSED MAXIMUM     PROPOSED MAXIMUM          AMOUNT OF
                                                  AMOUNT TO BE           OFFERING        AGGREGATE OFFERING        REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED            REGISTERED         PRICE PER SHARE            PRICE                FEE (4)
  Common Stock, $.01 par value                    14,618,725(1)            $6.85(2)        $100,138,266.25           $25,034.57
                                                        592,775            $4.75(3)          $2,815,681.25              $703.92
                                                          5,000            $5.03(3)             $25,150.00                $6.29
                                                          5,000            $4.50(3)             $22,500.00                $5.63
                                                         87,500            $4.00(3)            $350,000.00               $87.50
                                                          1,500            $4.25(3)              $6,375.00                $1.59
                                                        100,000          $3.8125(3)            $381,250.00               $95.31
                                                          5,000            $2.88(3)             $14,400.00                $3.60
                                                         60,000            $3.00(3)            $180,000.00               $45.00
                                                          5,000            $3.94(3)             $19,700.00                $4.93
                                                          2,500            $3.88(3)              $9,700.00                $2.43
                                                          3,000            $4.09(3)             $12,270.00                $3.07
                                                         10,000            $5.00(3)             $50,000.00               $12.50
                                                          4,000            $5.22(3)             $20,880.00                $5.22
                                                        300,000            $7.91(3)          $2,373,000.00              $593.25
  
  Total                                              15,800,000                            $106,419,172.50           $26,604.81
  (1)      Pursuant to Rule 416(a), the number of shares being registered shall
           include an indeterminate number of additional shares of common stock
           which may become issuable as a result of stock splits, stock dividends,
           or similar transactions in accordance with anti-dilution provisions of
           the 2000 Long-Term Incentive Plan.
  
  (2)      Calculated pursuant to Rules 457(c) and (h), based upon the average of
           the ask and bid prices for the common stock as reported on the Nasdaq
           OTC Bulletin Board for April 9, 2001.
  
  (3)      Calculated pursuant to Rule 457(h) for the purpose of calculating the
           registration fee, based upon the price at which outstanding options
           under the 2000 Long-Term Incentive Plan may be exercised.
  
  (4)      Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
           follows: Proposed maximum aggregate offering price per share multiplied
           by .000250.
  3
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           * Information required by Part I to be contained in the Section 10(a)
           prospectus is omitted from this Registration Statement in accordance
           with Rule 428 under the Securities Act of 1933, as amended (the
           "Securities Act"), and the Introductory Note to Part I of this
           Registration Statement on Form S-8.
  
                                       -I-1-
  4
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents previously filed by us with the Securities and
  Exchange Commission (the "Commission"), are incorporated by reference into this
  Registration Statement:
  
           (a) Our Annual Report on Form 10-K for the fiscal year ended December
  31, 2000, filed with the Commission on March 28, 2001.
  
           (b) Our Current Report describing certain material events on Form 8-K
  filed with the Commission on January 23, 2001.
  
           (c) Our Registration Statement on Form S-3 (Registration No.
  333-21557), filed with the Commission on February 11, 1997, describing our
  common stock, including any amendments or reports filed for the purpose of
  updating any such description.
  
           All reports and other documents subsequently filed by us pursuant to
  Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment 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.
  
           Any statement contained herein or in a document all or a portion of
  which is incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  Experts.
  
           The consolidated financial statements included in the our Annual Report
  on Form 10-K for the year ended December 31, 2000 incorporated by reference in
  this Registration Statement have been audited by PricewaterhouseCoopers, LLP
  independent public accountants, as indicated in their report dated February 7,
  2001, and are included herein in reliance upon the authority of said firm as
  experts in accounting and auditing in giving said report.
  
                                       -II-1-
  5
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not Applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Section 145 of the General Corporation Law of the State of Delaware
  permits a corporation, under specified circumstances, to indemnify its
  directors, officers, employees or agents against expenses (including attorneys
  fees), judgments, fines and amounts paid in settlements actually and reasonably
  incurred by them in connection with any action, suit or proceeding brought by
  third parties by reason of the fact that they were or are directors, officers,
  employees or agents of the corporation, if such directors, officers, employees
  or agents acted in good faith and in a manner they reasonably believed to be in
  or not opposed to the best interests of the corporation and, with respect to any
  criminal action or proceeding, had no reason to believe their conduct was
  unlawful. In an action by or in the right of the corporation, indemnification
  may be made only for expenses actually and reasonably incurred by directors,
  officers, employees or agents in connection with the defense or settlement of an
  action or suit, and only with respect to a matter as to which they shall have
  acted in good faith and in a manner they reasonably believed to be in or not
  opposed to the best interest of the corporation, except that no indemnification
  shall be made if such person shall have been adjudged liable to the corporation,
  unless and only to the extent that the court in which the action or suit was
  brought shall determine upon application that the defendant directors, officers,
  employees or agents are fairly and reasonably entitled to indemnify for such
  expenses despite such adjudication of liability.
  
           The Company's Amended and Restated Certificate of Incorporation, as
  amended, and Article VII of the Company's By-Laws provide, in general, that the
  Company shall indemnify its directors and officers under the circumstances
  defined in Section 145.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers, or persons controlling the Company
  pursuant to the foregoing provisions, the Company has been informed that in the
  opinion of the Commission, such indemnification is against public policy as
  expressed in the Securities Act and is therefore unenforceable.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable.
  
                                       -II-2-
  6
  Item 8.  Exhibits.
  Exhibit           Description
  4.1               Amended and Restated Certificate of Incorporation of
                             Data Broadcasting Corporation, as amended, (filed as
                             Exhibit 3.1 of the Annual Report on Form 10-K for the
                             year ended June 30, 1995 filed on September 27, 1996
                             and as Exhibits 3.3 and 3.4 of the Annual Report on
                             Form 10-K for the year ended December 31, 2000 filed
                             on March 28, 2001).*
  
           4.2               By-Laws of Data Broadcasting Corporation, (filed as
                             Exhibit 3.2 to the Registration Statement on Form
                             8-A, filed on June 15, 1992).*
  
           4.3               Data Broadcasting Corporation 2000 Long-Term
                             Incentive Plan, (filed as Exhibit 10.3 of the Annual
                             Report on Form 10-K for the year ended December 31,
                             2000 filed on March 28, 2001).*
  
           5.1               Opinion of Morgan, Lewis & Bockius LLP.
  
           23.1              Consent of PricewaterhouseCoopers, LLP.
  
           23.2              Consent of Morgan, Lewis & Bockius LLP (included in
                             Exhibit 5.1).
  
           24                Powers of Attorney (included on page II-5 of this
                             Registration Statement).
  *  Incorporated by Reference.
  
  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 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;
                             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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in
  
                                       -II-3-
  7
  periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
  of the Exchange Act that are incorporated by reference in 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 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 (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 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 SEC 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-4-
  8
                                     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 Bedford, the Commonwealth of Massachusetts, on April
  13, 2001.
  
                                             DATA BROADCASTING CORPORATION
  
                                             By:  /s/ Stuart J. Clark
                                                  -------------------------------
                                                    Stuart J. Clark
                                                    Chief Executive Officer
                                                    April 13, 2001
  
           Each person whose signature appears below constitutes and appoints each
  of Andrea H. Loew and Stuart J. Clark, 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
  (including post-effective amendments) to this Registration Statement and any and
  all other documents and instruments incidental thereto, and to file the same,
  with all exhibits thereto, and all documents in connection therewith, with the
  Securities and Exchange Commission and any other regulatory authority, 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, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agent, or his substitute, 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 below by the following individuals in the
  capacities and on the dates indicated.
  Signature                                      Title                           Date
                   ---------                                      -----                           ----
  /s/ Stuart J. Clark                             President, Chief Executive Officer and       April 13, 2001
  -------------------------------------           Director (principal executive officer)
  Stuart J. Clark
  
  /s/ Steven G. Crane                             Executive Vice President and Chief           April 13, 2001
  -------------------------------------           Financial Officer (principal financial
  Steven G. Crane                                 and accounting officer)
  -II-5-
  9
  /s/ Stephen Hill                               Chairman of the Board                        April 13, 2001
  -------------------------------------
  Stephen Hill
  
  /s/ John Fallon                                Director                                     April 13, 2001
  -------------------------------------
  John Fallon
  
  /s/ Donald P. Greenberg                        Director                                     April 13, 2001
  -------------------------------------
  Donald P. Greenberg
  
  /s/ Alan Hirschfield                           Director                                     April 13, 2001
  -------------------------------------
  Alan Hirschfield
  
  /s/ Philip J. Hoffman                          Director                                     April 13, 2001
  -------------------------------------
  Philip J. Hoffman
  
  /s/ Gloria Samuels                             Director                                     April 13, 2001
  -------------------------------------
  Gloria Samuels
  
  /s/ Giles Spackman                             Director                                     April 13, 2001
  -------------------------------------
  Giles Spackman
  
  /s/ Allan R. Tessler                           Director                                     April 13, 2001
  -------------------------------------
  Allan R. Tessler
  -II-6-
  10
                                      EXHIBITS
  Exhibit           Description
           -------           -----------
  4.1               Amended and Restated Certificate of Incorporation of
                             Data Broadcasting Corporation, as amended, (filed as
                             Exhibit 3.1 of the Annual Report on Form 10-K for the
                             year ended June 30, 1995 filed on September 27, 1996
                             and as Exhibits 3.3 and 3.4 of the Annual Report on
                             Form 10-K for the year ended December 31, 2000 filed
                             on March 28, 2001).*
  
           4.2               By-Laws of Data Broadcasting Corporation, (filed as
                             Exhibit 3.2 to the Registration Statement on Form
                             8-A, filed on June 15, 1992).*
  
           4.3               Data Broadcasting Corporation 2000 Long-Term
                             Incentive Plan, (filed as Exhibit 10.3 of the Annual
                             report on Form 10-K for the year ended December 31,
                             2000 filed on March 28, 2001).*
  
           5.1               Opinion of Morgan, Lewis & Bockius LLP.
  
           23.1              Consent of PricewaterhouseCoopers, LLP.
  
           23.2              Consent of Morgan, Lewis & Bockius LLP (included in
                             Exhibit 5.1).
  
           24                Powers of Attorney (included on page II-5 of this
                             Registration Statement).
  *  Incorporated by Reference.
  
                                       -II-7-