content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1998
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                               ----------------------
  
                             CLARK/BARDES HOLDINGS, INC.
               (Exact name of Registrant as specified in its charter)
  
              TEXAS                                              52-2103926
    (State or other jurisdiction                              (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
  2121 SAN JACINTO STREET, SUITE 2200
           DALLAS, TEXAS                                          75201-7906
       (Address of Principal                                      (Zip Code)
        Executive Offices)
  
                             CLARK/BARDES HOLDINGS, INC.
                               1998 STOCK OPTION PLAN
                    1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            EMPLOYEE STOCK PURCHASE PLAN
                             (Full titles of the plans)
  
                                    W.T. WAMBERG
                                CHAIRMAN OF THE BOARD
                            2121 SAN JACINTO, SUITE 2200
                              DALLAS, TEXAS 75201-7906
                       (Name and address of agent for service)
  
                                   (214) 871-8717
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  ==============================================================================================================================
                                                                  PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
            TITLE OF SECURITIES                AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
              TO BE REGISTERED                 REGISTERED(1)        PER SHARE(2)           PRICE(2)              FEE(3)
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>                <C>                   <C>                     <C>
  Common Stock, $0.01 par value                 2,300,000        $4.80, $7.00, $9.00
                                                                       $16.12            $31,411,441.13        $8,732.38
  ==============================================================================================================================
  Series A Junior Participating                          
  Preferred Stock Purchase Rights               2,300,000                --                    --                   --
  ==============================================================================================================================
  </TABLE>
  
  (1)  Of the amount to be registered, 2,300,000 shares are issuable upon exercise
       of options available for grant under the Plans. Pursuant to Rule 416, this
       registration statement also includes an indeterminable number of additional
       shares that may become issuable pursuant to the antidilution adjustment
       provisions of the Plans.
  
  (2)  Options for 140,830 shares of Common Stock have an exercise price of $4.80.
       Options for 150,000 shares of Common Stock have an exercise price of $7.00.
       Options for 380,689 shares of Common Stock have an exercise price of $9.00.
       Pursuant to Rule 457(c) and (h), and solely for the purpose of calculating
       the applicable registration fee, the proposed maximum offering price per
       share for the remaining Common Stock to be registered hereunder has been
       estimated at $16.125, which amount represents the average of the high and
       low sales prices of the Common Stock of Clark/Bardes Holdings, Inc. on
       November 24, 1998, as reported by the Nasdaq National Market.
  
  (3)   One Preferred Stock Purchase Right will be issued with each share of
        Common Stock. As no additional consideration will be received for the
        Preferred Stock Purchase Rights, no registration fee is required with
        respect to them under Rule 457(i).
  ================================================================================
  
  
  
  <PAGE>   2
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The documents constituting Part I of this Registration Statement will be
  sent or given to directors, officers, consultants, advisors and employees of
  Clark/Bardes Holdings, Inc. (the "Company") as specified by Rule 428(b)(1)
  promulgated under the Securities Act of 1933, as amended (the "Securities Act").
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1)   The Company's latest prospectus (the "Final Prospectus"), filed
       August 20, 1998, filed with the Commission pursuant to Rule 424(b)(4) under
       the Securities Act, which prospectus contains audited financial statements
       for the fiscal year ended December 31, 1997.
  
           (2)   The Company's Current Report on Form 8-K, filed on October 2, 
       1998, and Form 8-A filed on August 10, 1998.
  
           (3)   The Company's Quarterly Report on Form 10-Q, filed on November 
       16, 1998, for the quarterly period ended September 30, 1998.
  
           (4)   The description of the Company's Common Stock contained in the
       Company's registration statement on Form S-1 (No. 333-56799) filed with the
       Commission on June 15, 1998, as amended by Amendment No. 1 thereto filed
       with the Commission on July 27, 1998, Amendment No. 2 thereto filed with
       the Commission on August 11, 1998, Amendment No. 3 thereto filed with the
       Commission on August 14, 1998, Amendment No. 4 thereto filed with the
       Commission on August 17, 1998, Amendment No. 5 thereto filed with the
       Commission on August 19, 1998, and the Final Prospectus.
  
       In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  to this Registration Statement which indicates that all securities offered
  hereby have been sold or which registers 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 in a document 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 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.
  
  
  
  
                                         2
  
  
  <PAGE>   3
  
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company's Certificate of Incorporation provides that The Company shall,
  to the fullest extent permitted by Section 145 of the DGCL, as amended from time
  to time, indemnify all persons whom it may indemnify pursuant thereto.
  
       Section 145 of the DGCL 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 a derivative action, i.e., one
  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
  interests 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 Bylaws provide for indemnification by the Company of its
  directors, officers and certain non-officer employees under certain
  circumstances against expenses (including attorneys fees, judgments, fines and
  amounts paid in settlement) reasonably incurred in connection with the defense
  or settlement of any threatened, pending or completed legal proceeding in which
  any such person is involved by reason of the fact that such person is or was an
  officer or employee of the Company if such person acted in good faith and in a
  manner he or she reasonably believed to be in or not opposed to the best
  interests of the Company, and, with respect to criminal actions or proceedings,
  if such person had no reasonable cause to believe his or her conduct was
  unlawful. The Company's Certificate of Incorporation also provides that, to the
  fullest extent permitted by the DGCL, no director shall be personally liable to
  the Company or its stockholders for monetary damages resulting from breaches of
  their fiduciary duty as directors.
  
       Expenses for the defense of any action for which indemnification may be
  available may be advanced by the Company under certain circumstances. The
  general effect of the foregoing provisions may be to reduce the circumstances
  which an officer or director may be required to bear the economic burden of the
  foregoing liabilities and expenses. The Company's directors and officers will be
  covered by liability insurance indemnifying them against damages arising out of
  certain kinds of claims which might be made against them based on their
  negligent acts or omissions while acting in their capacity as such.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       In addition to the exhibits filed or incorporated by reference, the
  following documents are filed as exhibits to this Registration Statement:
  
           EXHIBIT
           NUMBER     DESCRIPTION OF EXHIBITS
  
           4.7        Form of 1998 Non-Employee Director Stock Option Plan of the
                      Company.
  
           5.1        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  
  
  
  
                                         3
  
  
  <PAGE>   4
  
  
           23.1       Consent of Ernst & Young LLP.
  
           23.2       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                      (included in Exhibit 5.1).
  
           23.3       Consent of Lane Gorman Trubitt, L.L.P.
  
           24.1       Power of Attorney (included on the signature page hereto).
  
  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 and of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20 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.
  
           (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 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>   5
  
  
  
                                     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 Dallas, State of Texas on December 1, 1998.
  
                                        CLARK/BARDES HOLDINGS, INC.
  
                                        By:  /s/ MELVIN G. TODD
                                           ---------------------------------------
                                             Melvin G. Todd
                                             President and Chief Executive Officer
  
       The undersigned directors and officers of Clark/Bardes Holdings, Inc.
  hereby constitute and appoint Melvin G. Todd and Thomas M. Pyra, and each of
  them, with full power to act without the other and with full power of
  substitution and resubstitution, our true and lawful attorneys-in-fact with full
  power to execute in our name and behalf in the capacities indicated below any
  and all amendments (including post-effective amendments and amendments thereto)
  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 ratify and confirm all that such attorneys-in-fact, or
  either of them, or their substitutes shall 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 persons in the
  capacities indicated on December 1, 1998.
  
  Signature                           Title
  
  
  /s/ W.T. WAMBERG                    Chairman of the Board and Director
  ---------------------------------
  W.T. Wamberg
  
  
  /s/ MELVIN G. TODD                  President and Chief Executive Officer
  ---------------------------------   (Principal Executive Officer)
  Melvin G. Todd                      and Director
                                      
  
  /s/ THOMAS M. PYRA                  Chief Financial Officer
  ---------------------------------   (Principal Financial and Accounting Officer)
  Thomas M. Pyra                      
  
  
  
  /s/ LAWRENCE H. HENDRICKSON         Director
  ---------------------------------
  Lawrence H. Hendrickson
  
  
  /s/ RANDOLPH A. POHLMAN             Director
  ---------------------------------
  Randolph A. Pohlman
  
  
  /s/ L. WILLIAM SEIDMAN              Director
  ---------------------------------
  L. William Seidman
  
  
  /s/ GEORGE D. DALTON                Director
  ---------------------------------
  George D. Dalton
  
  
  
                                         5
  <PAGE>   6
  
  
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  
  
  EXHIBIT
  NUMBER              DESCRIPTION OF EXHIBITS
  -------             -----------------------
  <S>                 <C>
  4.1                 Specimen Certificate for shares of Common Stock, $0.01 par
                      value, of the Company, incorporated herein by reference to
                      Exhibit 4.1 to the Company's Amendment No. 1 to Form S-1
                      (No. 333-56799) filed with the Commission on July 27, 1998.
  
  4.2                 Certificate of Incorporation of the Company incorporated
                      herein by reference to Exhibit 3.1 to the Company's
                      Registration Statement on Form S-1 (No. 333-56799) filed
                      with the Commission on July 12, 1998.
  
  4.3                 Bylaws of the Company, incorporated by reference to Exhibit
                      3.2 to the Company's Registration Statement on Form S-1 (No.
                      333-56799) filed with the Commission on July 12, 1998.
  
  4.4                 Rights Agreement, by and between the Company and The Bank of
                      New York, dated as of July 10, 1998, incorporated herein by
                      reference to Exhibit 4 to the Company's Quarterly Report on
                      Form 10-Q filed with the Commission on November 16, 1998.
  
  4.5                 1998 Stock Option Plan of the Company, incorporated herein
                      by reference to Exhibit 10.1 to the Company's Amendment No.
                      2 to Form S-1 (No. 333-56799) filed with the Commission on
                      August 11, 1998.
  
  4.6                 Employee Stock Purchase Plan of the Company, incorporated
                      herein by reference to Exhibit 10.29 to the Company's
                      Amendment No. 1 to Form S-1 (No. 333-56799) filed with the
                      Commission on July 27, 1998.
  
  4.7*                Form of 1998 Non-Employee Director Stock Option Plan of the
                      Company.
  
  5.1*                Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  23.1*               Consent of Ernst & Young LLP.
  
  23.2*               Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                      (included in Exhibit 5.1).
  
  23.3*               Consent of Lane Gorman Trubitt, L.L.P. 
  
  24.1*               Power of Attorney (included on the signature page hereto).
  </TABLE>
  
  --------------------
  
  *   Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21462}]
metadata_filer: {"company-data": {"conformed-name": "CLARK/BARDES HOLDINGS INC", "cik": "0001063980", "assigned-sic": "6311", "irs-number": "522103926", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68163", "film-number": "98762195"}, "business-address": {"street1": "2121 SAN JACINTE ST", "street2": "SUITE 2200", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148718717"}, "mail-address": {"street1": "2121 SAN JACINTE STREET", "street2": "SUITE 2200", "city": "DALLAS", "state": "TX", "zip": "75201"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1998
                                                             REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                               ----------------------
  
                             CLARK/BARDES HOLDINGS, INC.
               (Exact name of Registrant as specified in its charter)
  
              TEXAS                                              52-2103926
    (State or other jurisdiction                              (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
  2121 SAN JACINTO STREET, SUITE 2200
           DALLAS, TEXAS                                          75201-7906
       (Address of Principal                                      (Zip Code)
        Executive Offices)
  
                             CLARK/BARDES HOLDINGS, INC.
                               1998 STOCK OPTION PLAN
                    1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            EMPLOYEE STOCK PURCHASE PLAN
                             (Full titles of the plans)
  
                                    W.T. WAMBERG
                                CHAIRMAN OF THE BOARD
                            2121 SAN JACINTO, SUITE 2200
                              DALLAS, TEXAS 75201-7906
                       (Name and address of agent for service)
  
                                   (214) 871-8717
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ==============================================================================================================================
                                                                  PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
            TITLE OF SECURITIES                AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
              TO BE REGISTERED                 REGISTERED(1)        PER SHARE(2)           PRICE(2)              FEE(3)
  ------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value                 2,300,000        $4.80, $7.00, $9.00
                                                                       $16.12            $31,411,441.13        $8,732.38
  ==============================================================================================================================
  Series A Junior Participating                          
  Preferred Stock Purchase Rights               2,300,000                --                    --                   --
  ==============================================================================================================================
  (1)  Of the amount to be registered, 2,300,000 shares are issuable upon exercise
       of options available for grant under the Plans. Pursuant to Rule 416, this
       registration statement also includes an indeterminable number of additional
       shares that may become issuable pursuant to the antidilution adjustment
       provisions of the Plans.
  
  (2)  Options for 140,830 shares of Common Stock have an exercise price of $4.80.
       Options for 150,000 shares of Common Stock have an exercise price of $7.00.
       Options for 380,689 shares of Common Stock have an exercise price of $9.00.
       Pursuant to Rule 457(c) and (h), and solely for the purpose of calculating
       the applicable registration fee, the proposed maximum offering price per
       share for the remaining Common Stock to be registered hereunder has been
       estimated at $16.125, which amount represents the average of the high and
       low sales prices of the Common Stock of Clark/Bardes Holdings, Inc. on
       November 24, 1998, as reported by the Nasdaq National Market.
  
  (3)   One Preferred Stock Purchase Right will be issued with each share of
        Common Stock. As no additional consideration will be received for the
        Preferred Stock Purchase Rights, no registration fee is required with
        respect to them under Rule 457(i).
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The documents constituting Part I of this Registration Statement will be
  sent or given to directors, officers, consultants, advisors and employees of
  Clark/Bardes Holdings, Inc. (the "Company") as specified by Rule 428(b)(1)
  promulgated under the Securities Act of 1933, as amended (the "Securities Act").
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1)   The Company's latest prospectus (the "Final Prospectus"), filed
       August 20, 1998, filed with the Commission pursuant to Rule 424(b)(4) under
       the Securities Act, which prospectus contains audited financial statements
       for the fiscal year ended December 31, 1997.
  
           (2)   The Company's Current Report on Form 8-K, filed on October 2, 
       1998, and Form 8-A filed on August 10, 1998.
  
           (3)   The Company's Quarterly Report on Form 10-Q, filed on November 
       16, 1998, for the quarterly period ended September 30, 1998.
  
           (4)   The description of the Company's Common Stock contained in the
       Company's registration statement on Form S-1 (No. 333-56799) filed with the
       Commission on June 15, 1998, as amended by Amendment No. 1 thereto filed
       with the Commission on July 27, 1998, Amendment No. 2 thereto filed with
       the Commission on August 11, 1998, Amendment No. 3 thereto filed with the
       Commission on August 14, 1998, Amendment No. 4 thereto filed with the
       Commission on August 17, 1998, Amendment No. 5 thereto filed with the
       Commission on August 19, 1998, and the Final Prospectus.
  
       In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  to this Registration Statement which indicates that all securities offered
  hereby have been sold or which registers 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 in a document 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 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.
  
                                         2
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company's Certificate of Incorporation provides that The Company shall,
  to the fullest extent permitted by Section 145 of the DGCL, as amended from time
  to time, indemnify all persons whom it may indemnify pursuant thereto.
  
       Section 145 of the DGCL 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 a derivative action, i.e., one
  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
  interests 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 Bylaws provide for indemnification by the Company of its
  directors, officers and certain non-officer employees under certain
  circumstances against expenses (including attorneys fees, judgments, fines and
  amounts paid in settlement) reasonably incurred in connection with the defense
  or settlement of any threatened, pending or completed legal proceeding in which
  any such person is involved by reason of the fact that such person is or was an
  officer or employee of the Company if such person acted in good faith and in a
  manner he or she reasonably believed to be in or not opposed to the best
  interests of the Company, and, with respect to criminal actions or proceedings,
  if such person had no reasonable cause to believe his or her conduct was
  unlawful. The Company's Certificate of Incorporation also provides that, to the
  fullest extent permitted by the DGCL, no director shall be personally liable to
  the Company or its stockholders for monetary damages resulting from breaches of
  their fiduciary duty as directors.
  
       Expenses for the defense of any action for which indemnification may be
  available may be advanced by the Company under certain circumstances. The
  general effect of the foregoing provisions may be to reduce the circumstances
  which an officer or director may be required to bear the economic burden of the
  foregoing liabilities and expenses. The Company's directors and officers will be
  covered by liability insurance indemnifying them against damages arising out of
  certain kinds of claims which might be made against them based on their
  negligent acts or omissions while acting in their capacity as such.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       In addition to the exhibits filed or incorporated by reference, the
  following documents are filed as exhibits to this Registration Statement:
  
           EXHIBIT
           NUMBER     DESCRIPTION OF EXHIBITS
  
           4.7        Form of 1998 Non-Employee Director Stock Option Plan of the
                      Company.
  
           5.1        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
                                         3
  4
  
           23.1       Consent of Ernst & Young LLP.
  
           23.2       Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                      (included in Exhibit 5.1).
  
           23.3       Consent of Lane Gorman Trubitt, L.L.P.
  
           24.1       Power of Attorney (included on the signature page hereto).
  
  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 and of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20 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.
  
           (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 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
  5
  
                                     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 Dallas, State of Texas on December 1, 1998.
  
                                        CLARK/BARDES HOLDINGS, INC.
  
                                        By:  /s/ MELVIN G. TODD
                                           ---------------------------------------
                                             Melvin G. Todd
                                             President and Chief Executive Officer
  
       The undersigned directors and officers of Clark/Bardes Holdings, Inc.
  hereby constitute and appoint Melvin G. Todd and Thomas M. Pyra, and each of
  them, with full power to act without the other and with full power of
  substitution and resubstitution, our true and lawful attorneys-in-fact with full
  power to execute in our name and behalf in the capacities indicated below any
  and all amendments (including post-effective amendments and amendments thereto)
  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 ratify and confirm all that such attorneys-in-fact, or
  either of them, or their substitutes shall 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 persons in the
  capacities indicated on December 1, 1998.
  
  Signature                           Title
  
  /s/ W.T. WAMBERG                    Chairman of the Board and Director
  ---------------------------------
  W.T. Wamberg
  
  /s/ MELVIN G. TODD                  President and Chief Executive Officer
  ---------------------------------   (Principal Executive Officer)
  Melvin G. Todd                      and Director
                                      
  
  /s/ THOMAS M. PYRA                  Chief Financial Officer
  ---------------------------------   (Principal Financial and Accounting Officer)
  Thomas M. Pyra                      
  
  /s/ LAWRENCE H. HENDRICKSON         Director
  ---------------------------------
  Lawrence H. Hendrickson
  
  /s/ RANDOLPH A. POHLMAN             Director
  ---------------------------------
  Randolph A. Pohlman
  
  /s/ L. WILLIAM SEIDMAN              Director
  ---------------------------------
  L. William Seidman
  
  /s/ GEORGE D. DALTON                Director
  ---------------------------------
  George D. Dalton
  
                                         5
  6
  
                                  INDEX TO EXHIBITS
  EXHIBIT
  NUMBER              DESCRIPTION OF EXHIBITS
  -------             -----------------------
  4.1                 Specimen Certificate for shares of Common Stock, $0.01 par
                      value, of the Company, incorporated herein by reference to
                      Exhibit 4.1 to the Company's Amendment No. 1 to Form S-1
                      (No. 333-56799) filed with the Commission on July 27, 1998.
  
  4.2                 Certificate of Incorporation of the Company incorporated
                      herein by reference to Exhibit 3.1 to the Company's
                      Registration Statement on Form S-1 (No. 333-56799) filed
                      with the Commission on July 12, 1998.
  
  4.3                 Bylaws of the Company, incorporated by reference to Exhibit
                      3.2 to the Company's Registration Statement on Form S-1 (No.
                      333-56799) filed with the Commission on July 12, 1998.
  
  4.4                 Rights Agreement, by and between the Company and The Bank of
                      New York, dated as of July 10, 1998, incorporated herein by
                      reference to Exhibit 4 to the Company's Quarterly Report on
                      Form 10-Q filed with the Commission on November 16, 1998.
  
  4.5                 1998 Stock Option Plan of the Company, incorporated herein
                      by reference to Exhibit 10.1 to the Company's Amendment No.
                      2 to Form S-1 (No. 333-56799) filed with the Commission on
                      August 11, 1998.
  
  4.6                 Employee Stock Purchase Plan of the Company, incorporated
                      herein by reference to Exhibit 10.29 to the Company's
                      Amendment No. 1 to Form S-1 (No. 333-56799) filed with the
                      Commission on July 27, 1998.
  
  4.7*                Form of 1998 Non-Employee Director Stock Option Plan of the
                      Company.
  
  5.1*                Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  23.1*               Consent of Ernst & Young LLP.
  
  23.2*               Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                      (included in Exhibit 5.1).
  
  23.3*               Consent of Lane Gorman Trubitt, L.L.P. 
  
  24.1*               Power of Attorney (included on the signature page hereto).
  --------------------
  
  *   Filed herewith