As filed with the Securities and Exchange Commission is March 20, 1998. Registration No. 33-99982 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement Under the Securities Act of 1933 BELL & HOWELL COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-80106 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5215 OLD ORCHARD ROAD SKOKIE, ILLINOIS 60077-1076 (Address of Principal Executive Offices) BELL & HOWELL PROFIT SHARING RETIREMENT PLAN BELL & HOWELL ASSOCIATE STOCK PURCHASE PLAN (Full Title of the Plans) GARY S. SALIT CORPORATE COUNSEL AND SECRETARY 5215 OLD ORCHARD ROAD SKOKIE, ILLINOIS (Name and Address of Agent For Service) (847) 470-7100 (Telephone number, including area code, of agent for service) ______________________________ This Post-Effective Amendment is being filed to indicate the successor registrant and its IRS Employer Identification Number. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Chicago, State of Illinois, on the 12th day of March, 1998. BELL & HOWELL COMPANY By: /s/ James P. Roemer James P. Roemer Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 12th day of March, 1998. Signature Title * Chairman of the Board, James P. Roemer President, Chief Executive Officer and Director * Executive Vice President, Nils A. Johansson Chief Financial Officer and Director Vice President, Controller and Stuart T. Lieberman Chief Accounting Officer * Director David Bonderman * Director David G. Brown * Director J. Taylor Crandall * Director Daniel L. Doctoroff * Director William E. Oberndorf * Director Gary L. Roubos * Director John H. Scully * Director William J. White * Pursuant to Power of Attorney /s/ Stuart T. Lieberman Stuart T. Lieberman Attorney-in-fact Pursuant to the requirements of the Securities Act of 1933, the undersigned has duly caused this Registration Statement to be signed on behalf of the Plan by the undersigned thereto duly authorized in the village of Skokie, State of Illinois on March 12, 1998. BELL & HOWELL PROFIT SHARING RETIREMENT PLAN By: Title: