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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000931763-00-002335/0000931763-00-002335.txt : 20001027
<SEC-HEADER>0000931763-00-002335.hdr.sgml : 20001027
ACCESSION NUMBER:		0000931763-00-002335
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20001026
EFFECTIVENESS DATE:		20001026

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EQUIFAX INC
		CENTRAL INDEX KEY:			0000033185
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7320
]		IRS NUMBER:				580401110
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-48702
			FILM NUMBER:		746679
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1600 PEACHTREE ST NW
				CITY:			ATLANTA
				STATE:			GA
				ZIP:			30302
				BUSINESS PHONE:		4048858000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		1600 PEACHTREE ST NW
					CITY:			ATLANTA
					STATE:			GA
					ZIP:			30309
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	RETAIL CREDIT CO
						DATE OF NAME CHANGE:	19760222
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

   As filed with the Securities and Exchange Commission on October 26, 2000

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  ___________

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

                                  ___________

                                 EQUIFAX INC.
              (Exact name of issuer as specified in its charter)

                 Georgia                                     58-0401110
      (State or other jurisdiction of                    (I.R.S. Employee
      incorporation or organization)                    Identification No.)

         1550 Peachtree Street, N.W.                           30309
           Atlanta, Georgia  30309                           (Zip Code)
       (Address of principal executive offices)

                                  ___________

                    EQUIFAX INC. 2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                                  ___________

                            Bruce S. Richards, Esq.
                          1550 Peachtree Street, N.W.
                            Atlanta, Georgia  30309
                    (Name and address of agent for service)

                                (404) 885-8000
         (Telephone number, including area code, of agent for service)

                                With a copy to:
                             Lisa A. Stater, Esq.
                          Jones, Day, Reavis & Pogue
                              3500 SunTrust Plaza
                          303 Peachtree Street, N.E.
                         Atlanta, Georgia  30308-3242

                                  ___________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                       Proposed maximum     Proposed maximum
         Title of securities         Amount to be       Offering price          aggregate              Amount of
          to be registered            Registered          per share(1)       offering price(1)      registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                  <C>                    <C>
Common Stock, $1.25 par value      1,500,000 shares (2)       $29.72           $44,580,000              $11,770
=======================================================================================================================
</TABLE>

     (1) Estimated solely for  the purpose of computing the registration fee.
This amount was determined in accordance with Rules 457(c) and 457(h)(1) under
the Securities Act of 1933, based on $29.72, the average of the high and low
prices on the New York Stock Exchange on October 19, 2000.

     (2) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable upon adjustment
as provided in the Equifax Inc. 2000 Stock Incentive Plan.
================================================================================
<PAGE>

                               EXPLANATORY NOTE

In accordance with the Note to Part I of Form S-8, the information specified in
Part I of Form S-8 has been omitted from this Registration Statement.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by Equifax Inc. (the "Company") (File No. 1-
6605) with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

     (a)  The Annual Report of the Company on Form 10-K for the year ended
          December 31, 1999, filed on March 30, 2000;

     (b)  All other reports filed with the Commission pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934, as amended, since
          December 31, 1999; and

     (c)  The description of the common stock in the Company's registration
          statements on Form 10, dated December 31, 1964, and on Form 8-A, filed
          on November 2, 1995.

     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 prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be made a part hereof
from the respective dates of filing such documents.  Any statement contained in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of the registration
statement to the extent that a statement contained herein or in any other
subsequently filed document that is also incorporated or deemed to be
incorporated herein by reference 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 the prospectus or the
registration statement.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     The Georgia Business Corporation Code permits, and the Company's bylaws
require, the Company to indemnify any person who was or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding
(which could include actions, suits or proceedings under the Securities Act of
1933), whether civil, criminal, administrative, or investigative (other than an
action brought by or on behalf of the Company) by reason of the fact that such
person is or was a director or officer of the Company or is or was serving at
the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust, or other enterprise, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in a manner he reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  With regard to actions or suits by or in the right of the
Company, indemnification is limited to reasonable expenses incurred in
connection with the proceeding and generally is not available in connection with
such a proceeding in which such person was adjudged liable to the Company.

     In addition, the Company carries insurance on behalf of directors and
officers that may cover liabilities under the Securities Act of 1933.
<PAGE>

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

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

        4.1         Equifax Inc. 2000 Stock Incentive Plan (incorporated by
                    reference to Appendix A to the registrant's definitive proxy
                    statement filed on March 24, 2000)

        *5          Opinion of Jones, Day, Reavis & Pogue

        23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit
                    5)

        *23.2       Consent of Arthur Andersen LLP

        24          Power of Attorney (included in the signature page of this
                    registration statement)

*filed herewith

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
               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 of 1933, 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; and

          (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 or 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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; and

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Securities Act of 1933
          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,

                                      II-2
<PAGE>

     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 of 1933 and will be
     governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 26th day of
October, 2000.

                                 EQUIFAX INC.


                                 By:  /s/ Marietta Edmunds Zakas
                                     ---------------------------------------
                                      Marietta Edmunds Zakas
                                      Corporate Vice President, Corporate
                                      Secretary and Director of Investor
                                      Relations

     Each person whose signature appears below hereby constitutes and appoints
Thomas F. Chapman and Philip J. Mazilli, and either of them, as his or her true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8 and to cause the same to
be filed, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby granting to said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all acts and things that
said attorneys-in-fact and agents, or either of them or their substitutes or
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 by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
             Signature                        Title                                                       Date
             ---------                        ----                                                        ----
<S>                                  <C>                                                       <C>

                                     Chairman of the Board, Chief Executive
     /s/ Thomas F. Chapman           Officer and Director (Principal Executive Officer)        October 9, 2000
- ------------------------------
Thomas F. Chapman


                                     President, Chief Operating Officer and
     /s/ Lee A. Kennedy              Director (Principal Executive Officer)                    October 9, 2000
- ------------------------------
Lee A. Kennedy


                                     Executive Vice President and Chief
     /s/ Philip J. Mazzilli          Financial Officer (Principal Financial Officer)           October 9, 2000
- ------------------------------
Philip J. Mazzilli


                                     Corporate Vice President and
     /s/ Michael T. Vollkommer       Controller (Principal Accounting Officer)                 October 9, 2000
- ------------------------------
Michael T. Vollkommer


     /s/ Lee A. Ault, III                           Director                                   October 9, 2000
- ------------------------------
Lee A. Ault, III
</TABLE>

                                      II-4
<PAGE>

             Signature                        Title                     Date
             ---------                        ----                      ----


    /s/ John L. Clendenin            Director               October 10, 2000
- ------------------------------
John L. Clendenin


    /s/ A. W. Dahlberg               Director               October 11, 2000
- ------------------------------
A. W. Dahlberg


    /s/ Robert P. Forrestal          Director               October 17, 2000
- ------------------------------
Robert P. Forrestal


    /s/ L. Phillip Humann            Director               October 12, 2000
- ------------------------------
L. Phillip Humann


    /s/ Larry L. Prince              Director               October 10, 2000
- ------------------------------
Larry L. Prince


    /s/ D. Raymond Riddle            Director               October 11, 2000
- ------------------------------
D. Raymond Riddle


    /s/ Dr. Betty L. Siegel          Director               October 10, 2000
- ------------------------------
Dr. Betty L. Siegel


    /s/ Dr. Louis W. Sullivan        Director               October 12, 2000
- ------------------------------
Dr. Louis W. Sullivan


    /s/ Jacquelyn M. Ward            Director               October 12, 2000
- ------------------------------
Jacquelyn M. Ward

                                      II-5
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

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

  4.1          Equifax Inc. 2000 Stock Incentive Plan (incorporated by reference
               to Appendix A to the registrant's definitive proxy statement
               filed on March 24, 2000)

 *5            Opinion of Jones, Day, Reavis & Pogue

  23.1         Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)

 *23.2         Consent of Arthur Andersen LLP

  24           Power of Attorney (included in the signature page of this
               registration statement)

 * filed herewith

                                      II-6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF JONES, DAY, REAVIS & POGUE
<TEXT>

<PAGE>

                                                                       EXHIBIT 5
                                                                       ---------

                          JONES, DAY, REAVIS & POGUE
                          303 Peachtree Street, N.E.
                              3500 SunTrust Plaza
                            Atlanta, Georgia 30308

                               October 26, 2000

Equifax Inc.
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309

          Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as special counsel to Equifax Inc., a Georgia corporation
(the "Company"), in connection with the registration by the Company of up to
1,500,000 shares of common stock, par value $1.25 per share (the "Common Stock")
to be issued in accordance with the Company's 2000 Stock Incentive Plan (the
"Plan"), plus such additional shares as may be issuable upon adjustment as
provided in the Plan, pursuant to the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on October 26, 2000 (the
"Registration Statement") to which this opinion appears as Exhibit 5.

     As counsel for the Company, we have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion.

     We have assumed, without independent verification, the genuineness and
authorization of all signatures and the conformity to the originals of all
copies submitted to us or inspected by us as certified, conformed or photostatic
copies.  Based on such examination, we are of the following opinion:

     The Common Stock, when issued in the manner contemplated by the Plan, will
be validly issued, fully paid and nonassessable.

     In rendering the foregoing opinion, our examination of matters of law has
been limited to the laws of the State of Georgia and the federal laws of the
United States of America, as in effect on the date hereof.

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                 Very truly yours,

                                 /s/ JONES, DAY, REAVIS & POGUE

                                 Jones, Day, Reavis & Pogue
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.2
                                                                    ------------

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference, in this Registration Statement on Form S-8, of our report dated
February 23, 2000 included in Equifax Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1999 and to all references to our Firm included in this
Registration Statement.


ARTHUR ANDERSEN LLP


Atlanta, Georgia
October 26, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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