content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 9, 1998.
                                                          Registration No. 333-
  -------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                           ------------------------------
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                           ------------------------------
  
                                  HARTE-HANKS, INC.
                                  -----------------
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                             74-1677284
            --------                                             ----------
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                               200 CONCORD PLAZA DRIVE
                                      SUITE 800
                              SAN ANTONIO, TEXAS 78216
                                   (210) 829-9000
  
                 (Address, including zip code, and telephone number,
                   including area code, of Registrant's principal
                                 executive offices)
                           ------------------------------
  
                          HARTE-HANKS COMMUNICATIONS, INC.
                              1998 DIRECTOR STOCK PLAN
  
                                (Full title of Plan)
                           ------------------------------
  
            DONALD R. CREWS                            COPY TO: JILL B. LOUIS
       SENIOR VICE PRESIDENT, LEGAL                     HUGHES & LUCE, L.L.P.
         200 CONCORD PLAZA DRIVE                    1717 MAIN STREET, SUITE 2800
                SUITE 800                                DALLAS, TEXAS  75201
         SAN ANTONIO, TEXAS  78216                         (214) 939-5500
             (210) 829-9000
  (Name, address, and telephone number,
  including area code, of agent for service)
  
                           ------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------------
         TITLE OF EACH CLASS              AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
            OF SECURITIES                  TO BE           OFFERING PRICE          AGGREGATE          REGISTRATION
          TO BE REGISTERED             REGISTERED(1)        PER SHARE(2)       OFFERING PRICE(2)           FEE
  ----------------------------------------------------------------------------------------------------------------
  <S>                                      <C>                <C>                <C>                   <C>
  Common Stock, $1.00 par value            200,000             $22.25            $4,450,000.00          $1,312.75
  ----------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, there
        are also being registered such additional shares of Common Stock as may
        become issuable pursuant to the antidilution provisions of the Plans.
  
  (2)   Estimated solely for the purpose of calculating the registration fee for
        200,000 shares under the Harte-Hanks Communications, Inc. 1998 Director
        Stock Plan on the basis of the average of the high and low prices reported
        for a share of Harte-Hanks, Inc. Common Stock on September 3, 1998, as
        reported by the New York Stock Exchange, all in accordance with Rule
        457(h) promulgated under the Securities Act of 1933, as amended.
  
                           ------------------------------
  
                                        Page 1 of 9 Sequentially Numbered Pages.
                                            The Index to Exhibits is on page 7.
  
  
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  ITEM 1.  PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents are incorporated by reference in this
  Registration Statement, except to the extent that any statement or information
  therein is modified or superseded by a statement or information contained in any
  other subsequently filed document incorporated herein by reference. Any
  statement so modified will not be deemed a part of this Registration Statement,
  except as so modified, and any statement so superseded will not be deemed part
  of this Registration Statement.
  
           (a) Annual Report of the Registrant on Form 10-K for the fiscal year
  ended December 31, 1997, which contains audited financial statements of the
  Registrant for the Registrant's last completed fiscal year for which such
  statements have been filed ("1997 10-K").
  
           (b) All reports filed by the Registrant pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the 1997 10-K.
  
           (c) The description of the Company's Common Stock contained in the
  Registrant's Form 8-A Registration Statement, filed with the Commission on
  October 7, 1993, and including any amendment or report filed for the purpose of
  updating such description.
  
           All documents subsequently filed by the Registrant 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
  of the shares of Common Stock offered have been sold or which deregisters all of
  such shares 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.
  
  
  
                                         1
  <PAGE>   3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           A member of the firm of Hughes & Luce, L.L.P., which has passed on the
  validity of the shares of Common Stock registered hereunder, serves as
  co-trustee of trusts owning, in the aggregate, 3,750,006 shares of Common Stock.
  Such member has no pecuniary interest in the trusts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Amended and Restated Certificate of Incorporation
  provides that no director of the Company will be personally liable to the
  Company or any of its stockholders for monetary damages arising from the
  director's breach of the duty of care as a director, with certain limited
  exceptions.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law, every Delaware corporation has the power to indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the corporation) by reason of the fact that he is
  or was a director, officer, employee or agent of any corporation, partnership,
  joint venture, trust or other enterprise, against any and all expenses,
  judgments, fines and amounts paid in settlement and reasonably incurred in
  connection with such action, suit or proceeding. The power to indemnify applies
  only if such person acted in good faith and in a manner he reasonably believed
  to be in the best interest, or not opposed to the best interest, of the
  corporation and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
           The power to indemnify applies to actions brought by or in the right of
  the corporation as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself, and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication unless the court, in its
  discretion, believes that in light of all the circumstances indemnification
  should apply.
  
           To the extent any of the persons referred to in the two immediately
  preceding paragraphs is successful in the defense of the actions referred to
  therein, such person is entitled, pursuant to Section 145, to indemnification as
  described above.
  
           The Company's Amended and Restated Certificate of Incorporation and
  Amended and Restated Bylaws provide for indemnification to officers and
  directors of the Company to the fullest extent permitted by the Delaware General
  Corporation Law.
  
  
  
                                         2
  <PAGE>   4
  
           The Company maintains a policy of liability insurance to insure its
  officers and directors against losses resulting from certain wrongful acts
  committed by them in their capacity as officers and directors of the Company.
  
           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 Securities and Exchange 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.
  
  ITEM 8.  EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page II-7 of this Registration Statement, which Index is
  incorporated herein 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 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;
  
                             (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 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 periodic reports filed by the Registrant pursuant to
  Section 13 or 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 
  
  
  
  
                                          3
  <PAGE>   5
  
           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 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 by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of the
  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.
  
  
  
                                         4
  <PAGE>   6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 San Antonio, State of Texas, on September 4, 1998.
  
                                        HARTE-HANKS, INC.
  
  
  
                                        By:  Larry Franklin
                                            ----------------------------------
                                            Larry Franklin,
                                            President and Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints Larry Franklin and Donald R. Crews, and each of them, his true and
  lawful attorneys-in-fact and agents with full power of substitution and
  resubstitution, for him and in his name, place and stead, and any and all
  capacities, to sign any and all amendments (including post-effective 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, and hereby grants to such attorneys-in-fact and agents, and each of
  them, full power and authority to do and perform each and every act and thing
  requisite and necessary to be done, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them or his or their substitute or
  substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement or amendment thereto has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  
  
                                         5
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
                Signature                                       Date
                ---------                                       ----
  <S>                                                      <C>
      Larry Franklin                                       September 4, 1998
  -----------------------------------
  Larry Franklin
  Director, President and
  Chief Executive Officer
  
  
      Dr. Peter T. Flawn                                   September 4, 1998
  -----------------------------------
  Dr. Peter T. Flawn
  Director
  
  
      David L. Copeland                                    September 4, 1998
  -----------------------------------
  David L. Copeland
  Director
  
  
      Christopher M. Harte                                 September 4, 1998
  -----------------------------------
  Christopher M. Harte
  Director
  
  
      Houston H. Harte                                     September 4, 1998
  -----------------------------------
  Houston H. Harte
  Director (Chairman)
  
  
      Richard M. Hochhauser                                September 4, 1998
  -----------------------------------
  Richard M. Hochhauser
  Director
  
  
      James L. Johnson                                     September 4, 1998
  -----------------------------------
  James L. Johnson
  Director
  
  
      Jacques D. Kerrest                                   September 4, 1998
  -----------------------------------
  Jacques D. Kerrest
  Senior Vice President, Finance and
  Chief Financial Officer (Principal
  Financial and Accounting Officer)
  </TABLE>
  
  
  
                                         6
  <PAGE>   8
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                                                       Sequentially
      Exhibit                                                                                            Numbered
       Number                 Exhibit                                                                      Page
       ------                 -------                                                                  ------------
       <S>          <C>                                                                                    <C>
        4.1          Amended and Restated Certificate of Incorporation (filed as
                     Exhibit 3(e) to Registrant's Quarterly Report on Form 10-Q
                     for the period ended 6/30/98 and incorporated herein by
                     reference)
  
        4.2          Amended and Restated Bylaws (filed as Exhibit 3(b) to the Registrant's                 --
                     Registration Statement on Form S-2, Registration No. 33-69202, and
                     incorporated herein by reference)
  
        4.3          Harte-Hanks 1998 Director Stock Plan (filed as Exhibit 10(h) to
                     Registrant's Quarterly Report on Form 10-Q for the period ended 6/30/98 and
                     incorporated herein by reference)
  
         *5          Opinion of Hughes & Luce, L.L.P.                                                    705.01
  
       *23.1         Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).                             --
  
       *23.2         Consent of KPMG Peat Marwick LLP.                                                   723.02
  
         24          Power of Attorney is found on page II-5 hereof.                                        --
  </TABLE>
  
  ---------------------
  *        Filed herewith
  
  
  
                                         7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19582}]
metadata_filer: {"company-data": {"conformed-name": "HARTE HANKS INC", "cik": "0000045919", "assigned-sic": "2741", "irs-number": "741677284", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63105", "film-number": "98706270"}, "business-address": {"street1": "200 CONCORD PLAZA DR STE 800", "city": "SAN ANTONIO", "state": "TX", "zip": "78216", "phone": "2108299000"}, "former-company": [{"former-conformed-name": "HARTE HANKS COMMUNICATIONS INC", "date-changed": "19920703"}, {"former-conformed-name": "HARTE HANKS NEWSPAPERS INC", "date-changed": "19771010"}]}
text: 1
     As filed with the Securities and Exchange Commission on September 9, 1998.
                                                          Registration No. 333-
  -------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                           ------------------------------
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                           ------------------------------
  
                                  HARTE-HANKS, INC.
                                  -----------------
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                             74-1677284
            --------                                             ----------
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)
  
                               200 CONCORD PLAZA DRIVE
                                      SUITE 800
                              SAN ANTONIO, TEXAS 78216
                                   (210) 829-9000
  
                 (Address, including zip code, and telephone number,
                   including area code, of Registrant's principal
                                 executive offices)
                           ------------------------------
  
                          HARTE-HANKS COMMUNICATIONS, INC.
                              1998 DIRECTOR STOCK PLAN
  
                                (Full title of Plan)
                           ------------------------------
  
            DONALD R. CREWS                            COPY TO: JILL B. LOUIS
       SENIOR VICE PRESIDENT, LEGAL                     HUGHES & LUCE, L.L.P.
         200 CONCORD PLAZA DRIVE                    1717 MAIN STREET, SUITE 2800
                SUITE 800                                DALLAS, TEXAS  75201
         SAN ANTONIO, TEXAS  78216                         (214) 939-5500
             (210) 829-9000
  (Name, address, and telephone number,
  including area code, of agent for service)
  
                           ------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------
         TITLE OF EACH CLASS              AMOUNT          PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
            OF SECURITIES                  TO BE           OFFERING PRICE          AGGREGATE          REGISTRATION
          TO BE REGISTERED             REGISTERED(1)        PER SHARE(2)       OFFERING PRICE(2)           FEE
  ----------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00 par value            200,000             $22.25            $4,450,000.00          $1,312.75
  ----------------------------------------------------------------------------------------------------------------
  (1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, there
        are also being registered such additional shares of Common Stock as may
        become issuable pursuant to the antidilution provisions of the Plans.
  
  (2)   Estimated solely for the purpose of calculating the registration fee for
        200,000 shares under the Harte-Hanks Communications, Inc. 1998 Director
        Stock Plan on the basis of the average of the high and low prices reported
        for a share of Harte-Hanks, Inc. Common Stock on September 3, 1998, as
        reported by the New York Stock Exchange, all in accordance with Rule
        457(h) promulgated under the Securities Act of 1933, as amended.
  
                           ------------------------------
  
                                        Page 1 of 9 Sequentially Numbered Pages.
                                            The Index to Exhibits is on page 7.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents are incorporated by reference in this
  Registration Statement, except to the extent that any statement or information
  therein is modified or superseded by a statement or information contained in any
  other subsequently filed document incorporated herein by reference. Any
  statement so modified will not be deemed a part of this Registration Statement,
  except as so modified, and any statement so superseded will not be deemed part
  of this Registration Statement.
  
           (a) Annual Report of the Registrant on Form 10-K for the fiscal year
  ended December 31, 1997, which contains audited financial statements of the
  Registrant for the Registrant's last completed fiscal year for which such
  statements have been filed ("1997 10-K").
  
           (b) All reports filed by the Registrant pursuant to Sections 13(a) or
  15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
  since the 1997 10-K.
  
           (c) The description of the Company's Common Stock contained in the
  Registrant's Form 8-A Registration Statement, filed with the Commission on
  October 7, 1993, and including any amendment or report filed for the purpose of
  updating such description.
  
           All documents subsequently filed by the Registrant 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
  of the shares of Common Stock offered have been sold or which deregisters all of
  such shares 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.
  
                                         1
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           A member of the firm of Hughes & Luce, L.L.P., which has passed on the
  validity of the shares of Common Stock registered hereunder, serves as
  co-trustee of trusts owning, in the aggregate, 3,750,006 shares of Common Stock.
  Such member has no pecuniary interest in the trusts.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Amended and Restated Certificate of Incorporation
  provides that no director of the Company will be personally liable to the
  Company or any of its stockholders for monetary damages arising from the
  director's breach of the duty of care as a director, with certain limited
  exceptions.
  
           Pursuant to the provisions of Section 145 of the Delaware General
  Corporation Law, every Delaware corporation has the power to indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the corporation) by reason of the fact that he is
  or was a director, officer, employee or agent of any corporation, partnership,
  joint venture, trust or other enterprise, against any and all expenses,
  judgments, fines and amounts paid in settlement and reasonably incurred in
  connection with such action, suit or proceeding. The power to indemnify applies
  only if such person acted in good faith and in a manner he reasonably believed
  to be in the best interest, or not opposed to the best interest, of the
  corporation and with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
           The power to indemnify applies to actions brought by or in the right of
  the corporation as well, but only to the extent of defense and settlement
  expenses and not to any satisfaction of a judgment or settlement of the claim
  itself, and with the further limitation that in such actions no indemnification
  shall be made in the event of any adjudication unless the court, in its
  discretion, believes that in light of all the circumstances indemnification
  should apply.
  
           To the extent any of the persons referred to in the two immediately
  preceding paragraphs is successful in the defense of the actions referred to
  therein, such person is entitled, pursuant to Section 145, to indemnification as
  described above.
  
           The Company's Amended and Restated Certificate of Incorporation and
  Amended and Restated Bylaws provide for indemnification to officers and
  directors of the Company to the fullest extent permitted by the Delaware General
  Corporation Law.
  
                                         2
  4
  
           The Company maintains a policy of liability insurance to insure its
  officers and directors against losses resulting from certain wrongful acts
  committed by them in their capacity as officers and directors of the Company.
  
           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 Securities and Exchange 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.
  
  ITEM 8.  EXHIBITS.
  
           The Exhibits to this Registration Statement are listed in the Index to
  Exhibits on page II-7 of this Registration Statement, which Index is
  incorporated herein 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 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;
  
                             (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 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 periodic reports filed by the Registrant pursuant to
  Section 13 or 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 
  
                                          3
  5
  
           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 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 by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of the
  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.
  
                                         4
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 San Antonio, State of Texas, on September 4, 1998.
  
                                        HARTE-HANKS, INC.
  
                                        By:  Larry Franklin
                                            ----------------------------------
                                            Larry Franklin,
                                            President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints Larry Franklin and Donald R. Crews, and each of them, his true and
  lawful attorneys-in-fact and agents with full power of substitution and
  resubstitution, for him and in his name, place and stead, and any and all
  capacities, to sign any and all amendments (including post-effective 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, and hereby grants to such attorneys-in-fact and agents, and each of
  them, full power and authority to do and perform each and every act and thing
  requisite and necessary to be done, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them or his or their substitute or
  substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this registration
  statement or amendment thereto has been signed by the following persons in the
  capacities and on the dates indicated.
  
                                         5
  7
  Signature                                       Date
                ---------                                       ----
  Larry Franklin                                       September 4, 1998
  -----------------------------------
  Larry Franklin
  Director, President and
  Chief Executive Officer
  
      Dr. Peter T. Flawn                                   September 4, 1998
  -----------------------------------
  Dr. Peter T. Flawn
  Director
  
      David L. Copeland                                    September 4, 1998
  -----------------------------------
  David L. Copeland
  Director
  
      Christopher M. Harte                                 September 4, 1998
  -----------------------------------
  Christopher M. Harte
  Director
  
      Houston H. Harte                                     September 4, 1998
  -----------------------------------
  Houston H. Harte
  Director (Chairman)
  
      Richard M. Hochhauser                                September 4, 1998
  -----------------------------------
  Richard M. Hochhauser
  Director
  
      James L. Johnson                                     September 4, 1998
  -----------------------------------
  James L. Johnson
  Director
  
      Jacques D. Kerrest                                   September 4, 1998
  -----------------------------------
  Jacques D. Kerrest
  Senior Vice President, Finance and
  Chief Financial Officer (Principal
  Financial and Accounting Officer)
  6
  8
  
                                  INDEX TO EXHIBITS
  Sequentially
      Exhibit                                                                                            Numbered
       Number                 Exhibit                                                                      Page
       ------                 -------                                                                  ------------
  4.1          Amended and Restated Certificate of Incorporation (filed as
                     Exhibit 3(e) to Registrant's Quarterly Report on Form 10-Q
                     for the period ended 6/30/98 and incorporated herein by
                     reference)
  
        4.2          Amended and Restated Bylaws (filed as Exhibit 3(b) to the Registrant's                 --
                     Registration Statement on Form S-2, Registration No. 33-69202, and
                     incorporated herein by reference)
  
        4.3          Harte-Hanks 1998 Director Stock Plan (filed as Exhibit 10(h) to
                     Registrant's Quarterly Report on Form 10-Q for the period ended 6/30/98 and
                     incorporated herein by reference)
  
         *5          Opinion of Hughes & Luce, L.L.P.                                                    705.01
  
       *23.1         Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5).                             --
  
       *23.2         Consent of KPMG Peat Marwick LLP.                                                   723.02
  
         24          Power of Attorney is found on page II-5 hereof.                                        --
  ---------------------
  *        Filed herewith
  
                                         7