<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1999

                                                       Registration No.333-
===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                -----------------

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

                                -----------------


                               DENALI INCORPORATED
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            76-0454641
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                       1360 POST OAK BOULEVARD, SUITE 2250
                              HOUSTON, TEXAS 77056
          (Address of principal executive offices, including zip code)

                              --------------------

                  DENALI INCORPORATED 1999 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                                  MEL S. CARTER
                       1360 POST OAK BOULEVARD, SUITE 2250
                              HOUSTON, TEXAS 77056
                     (Name and address of agent for service)

                                 (713) 627-0933
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                  T. Mark Kelly
                             Vinson & Elkins L.L.P.
                       2300 First City Tower, 1001 Fannin
                            Houston, Texas 77002-6760
                                 (713) 758-4592


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
           Title of                                          Proposed            Proposed
       securities to be               Amount to be           maximum              maximum
          registered                   registered         offering price         aggregate                 Amount of
                                                           per share(1)      offering price(1)       registration fee (1)
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>              <C>                        <C>
Common Stock, $.01 par value         300,000 shares           $8.25            $1,749,023.50              $461.75
=========================================================================================================================
</TABLE>
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h). (The fee has been calculated based on the issuance of
     129,182 shares at an exercise price of $8.25 per share and 170,818 shares
     at the average of the high and low price per share of the stock on
     November 26, 1999, such being $4.00 per share.)

===============================================================================


<PAGE>   2

                                     PART I
                INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

--------------------------

* The document(s) containing the plan information required by Item 1 of Form S-8
and the statement of availability of registrant information and any other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Denali Incorporated shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.



                                       -2-




<PAGE>   3

                                     PART II
               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are incorporated herein by reference and made a part hereof:
(i) the Company's Annual Report on Form 10-K for the year ended July 3, 1999;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended October
2, 1999; (iii) the Description of the Common Stock contained in the Company's
Prospectus dated November 20, 1997, included in the Company's Rule 424(b)(a)
filing for Form S-1 (Registration Statement No. 333-36857); (iv) the Company's
Current Reports on Form 8-K filed with the Commission on July 14, 1999, as
amended, by Form 8-K/A filed with the Commission on September 14, 1999; and (v)
the Company's Registration Statement on Form 8-A declared effective by the
Commission on November 20, 1997.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the effective
date of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any 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 or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article V of the Company's Second Restated Certificate of Incorporation, a
copy of which is filed as Exhibit 3.01 to the Form S-1 (Registration Statement
No. 333-36857), provides that the directors shall be indemnified to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law
("DGCL"). Article 6 of the Company's Amended and Restated Bylaws, a copy of
which is filed as Exhibit 3.02 to the Form S-1 (Registration Statement No.
333-36857) provides that the officers and directors shall be indemnified to the
fullest extent permitted by Section 145 of the DGCL.

     Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include 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, provided that he acted in good
faith and in a manner he 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 reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against the
expenses (including attorneys' fees)


                                       -3-




<PAGE>   4

which he actually and reasonably incurred in connection therewith. Section 145
further provides that any indemnification shall be made by the corporation only
as authorized in each specific case upon a determination by the (i)
stockholders, (ii) Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding or (iii)
independent counsel if a quorum of disinterested directors so directs. Section
145 provides that indemnification pursuant to its provision is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

         Section 145 of the DGCL also empowers the Company to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
The Company maintains a directors' and officers' liability policy for such
purposes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         4.1      Denali Incorporated 1999 Stock Incentive Plan;

         4.2      Second Restated Certificate of Incorporation (filed with the
                  Commission as Exhibit 3.01 to Registration Statement No.
                  333-36857 and incorporated herein by reference);

         4.3      Amended and Restated Bylaws (filed with the Commission as
                  Exhibit 3.02 to Registration Statement No. 333-36857 and
                  incorporated herein by reference);

         5.1      Opinion of Vinson & Elkins L.L.P.;

         23.1     Consent of Ernst & Young LLP.;

         23.2     Consent of Deloitte & Touche;

         23.3     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1);

         24.1     Powers of Attorney (included on the signature page to this
                  Registration Statement).


                                  UNDERTAKINGS

         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:

                 (a) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (b) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;



                                       -4-




<PAGE>   5

                  (c) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) 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
Sec tion 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for the 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 this 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.

         (5) 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.




                                       -5-




<PAGE>   6

                                   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 Houston, State of Texas, on the 1st day of December,
1999.


                                  DENALI INCORPORATED


                                  By:  /s/ Edward de Boer
                                     ---------------------------------------
                                           Edward de Boer
                                           President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Kevin Andrews and Mel S. Carter or any
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes 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 1st day of December, 1999.


                SIGNATURE                                     TITLE
                ---------                                     -----

           /s/ Edward de Boer                             President and
------------------------------------------           Chief Executive Officer
             Edward de Boer                                and Director
                                                  (Principal Executive Officer)

          /s/ R. Kevin Andrews                       Chief Financial Officer
------------------------------------------               and Treasurer
            R. Kevin Andrews                        (Principal Financial and
                                                      Accounting-Officer)


           /s/ Richard W. Volk                        Chairman of the Board
------------------------------------------                 and Director
             Richard W. Volk

        /s/ Philip J. Burguieres                            Director
------------------------------------------
          Philip J. Burguieres

         /s/ Ernest H. Cockrell
------------------------------------------                  Director
           Ernest H. Cockrell

       /s/ Thomas D. Simmons, Jr.                           Director
------------------------------------------
         Thomas D. Simmons, Jr.

            /s/ Joel V. Staff                               Director
------------------------------------------
              Joel V. Staff

           /s/ J. Taft Symonds                              Director
------------------------------------------
             J. Taft Symonds

          /s/ Stephen M. Youts                              Director
------------------------------------------
            Stephen M. Youts

             /s/  Bob Elfring                               Director
------------------------------------------
               Bob Elfring



                                       -6-
<PAGE>   7

                                 EXHIBIT INDEX

      EXHIBIT
      NUMBERS                  DESCRIPTION
      -------                  -----------

         4.1      Denali Incorporated 1999 Stock Incentive Plan;

         4.2      Second Restated Certificate of Incorporation (filed with the
                  Commission as Exhibit 3.01 to Registration Statement No.
                  333-36857 and incorporated herein by reference);

         4.3      Amended and Restated Bylaws (filed with the Commission as
                  Exhibit 3.02 to Registration Statement No. 333-36857 and
                  incorporated herein by reference);

         5.1      Opinion of Vinson & Elkins L.L.P.;

         23.1     Consent of Ernst & Young LLP.;

         23.2     Consent of Deloitte & Touche;

         23.3     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1);

         24.1     Powers of Attorney (included on the signature page to this
                  Registration Statement).







                                      -7-
[{"type": "S-8", "sequence": "1", "description": "DENALI INCORPORATED", "secsgml_size_bytes": 20122}]
{"company-data": {"conformed-name": "DENALI INC", "cik": "0001046594", "assigned-sic": "7389", "irs-number": "760454641", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91947", "film-number": "99767742"}, "business-address": {"street1": "1360 POST OAK BLVD STE 2250", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136270933"}, "mail-address": {"street1": "1360 POST OAK BLVD., SUITE 2250", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1999

                                                       Registration No.333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

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

                                -----------------

                               DENALI INCORPORATED
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            76-0454641
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                       1360 POST OAK BOULEVARD, SUITE 2250
                              HOUSTON, TEXAS 77056
          (Address of principal executive offices, including zip code)

                              --------------------

                  DENALI INCORPORATED 1999 STOCK INCENTIVE PLAN
                            (Full title of the plans)

                                  MEL S. CARTER
                       1360 POST OAK BOULEVARD, SUITE 2250
                              HOUSTON, TEXAS 77056
                     (Name and address of agent for service)

                                 (713) 627-0933
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                  T. Mark Kelly
                             Vinson & Elkins L.L.P.
                       2300 First City Tower, 1001 Fannin
                            Houston, Texas 77002-6760
                                 (713) 758-4592

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
           Title of                                          Proposed            Proposed
       securities to be               Amount to be           maximum              maximum
          registered                   registered         offering price         aggregate                 Amount of
                                                           per share(1)      offering price(1)       registration fee (1)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value         300,000 shares           $8.25            $1,749,023.50              $461.75
=========================================================================================================================
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h). (The fee has been calculated based on the issuance of
     129,182 shares at an exercise price of $8.25 per share and 170,818 shares
     at the average of the high and low price per share of the stock on
     November 26, 1999, such being $4.00 per share.)

===============================================================================
2

                                     PART I
                INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

--------------------------

* The document(s) containing the plan information required by Item 1 of Form S-8
and the statement of availability of registrant information and any other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Denali Incorporated shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.

                                       -2-
3

                                     PART II
               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following are incorporated herein by reference and made a part hereof:
(i) the Company's Annual Report on Form 10-K for the year ended July 3, 1999;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended October
2, 1999; (iii) the Description of the Common Stock contained in the Company's
Prospectus dated November 20, 1997, included in the Company's Rule 424(b)(a)
filing for Form S-1 (Registration Statement No. 333-36857); (iv) the Company's
Current Reports on Form 8-K filed with the Commission on July 14, 1999, as
amended, by Form 8-K/A filed with the Commission on September 14, 1999; and (v)
the Company's Registration Statement on Form 8-A declared effective by the
Commission on November 20, 1997.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the effective
date of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any 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 or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article V of the Company's Second Restated Certificate of Incorporation, a
copy of which is filed as Exhibit 3.01 to the Form S-1 (Registration Statement
No. 333-36857), provides that the directors shall be indemnified to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law
("DGCL"). Article 6 of the Company's Amended and Restated Bylaws, a copy of
which is filed as Exhibit 3.02 to the Form S-1 (Registration Statement No.
333-36857) provides that the officers and directors shall be indemnified to the
fullest extent permitted by Section 145 of the DGCL.

     Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include 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, provided that he acted in good
faith and in a manner he 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 reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify him against the
expenses (including attorneys' fees)

                                       -3-
4

which he actually and reasonably incurred in connection therewith. Section 145
further provides that any indemnification shall be made by the corporation only
as authorized in each specific case upon a determination by the (i)
stockholders, (ii) Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding or (iii)
independent counsel if a quorum of disinterested directors so directs. Section
145 provides that indemnification pursuant to its provision is not exclusive of
other rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

         Section 145 of the DGCL also empowers the Company to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
The Company maintains a directors' and officers' liability policy for such
purposes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         4.1      Denali Incorporated 1999 Stock Incentive Plan;

         4.2      Second Restated Certificate of Incorporation (filed with the
                  Commission as Exhibit 3.01 to Registration Statement No.
                  333-36857 and incorporated herein by reference);

         4.3      Amended and Restated Bylaws (filed with the Commission as
                  Exhibit 3.02 to Registration Statement No. 333-36857 and
                  incorporated herein by reference);

         5.1      Opinion of Vinson & Elkins L.L.P.;

         23.1     Consent of Ernst & Young LLP.;

         23.2     Consent of Deloitte & Touche;

         23.3     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1);

         24.1     Powers of Attorney (included on the signature page to this
                  Registration Statement).

                                  UNDERTAKINGS

         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:

                 (a) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (b) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement;

                                       -4-
5

                  (c) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) 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
Sec tion 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for the 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 this 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.

         (5) 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.

                                       -5-
6

                                   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 Houston, State of Texas, on the 1st day of December,
1999.

                                  DENALI INCORPORATED

                                  By:  /s/ Edward de Boer
                                     ---------------------------------------
                                           Edward de Boer
                                           President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Kevin Andrews and Mel S. Carter or any
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes 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 1st day of December, 1999.

                SIGNATURE                                     TITLE
                ---------                                     -----

           /s/ Edward de Boer                             President and
------------------------------------------           Chief Executive Officer
             Edward de Boer                                and Director
                                                  (Principal Executive Officer)

          /s/ R. Kevin Andrews                       Chief Financial Officer
------------------------------------------               and Treasurer
            R. Kevin Andrews                        (Principal Financial and
                                                      Accounting-Officer)

           /s/ Richard W. Volk                        Chairman of the Board
------------------------------------------                 and Director
             Richard W. Volk

        /s/ Philip J. Burguieres                            Director
------------------------------------------
          Philip J. Burguieres

         /s/ Ernest H. Cockrell
------------------------------------------                  Director
           Ernest H. Cockrell

       /s/ Thomas D. Simmons, Jr.                           Director
------------------------------------------
         Thomas D. Simmons, Jr.

            /s/ Joel V. Staff                               Director
------------------------------------------
              Joel V. Staff

           /s/ J. Taft Symonds                              Director
------------------------------------------
             J. Taft Symonds

          /s/ Stephen M. Youts                              Director
------------------------------------------
            Stephen M. Youts

             /s/  Bob Elfring                               Director
------------------------------------------
               Bob Elfring

                                       -6-
7

                                 EXHIBIT INDEX

      EXHIBIT
      NUMBERS                  DESCRIPTION
      -------                  -----------

         4.1      Denali Incorporated 1999 Stock Incentive Plan;

         4.2      Second Restated Certificate of Incorporation (filed with the
                  Commission as Exhibit 3.01 to Registration Statement No.
                  333-36857 and incorporated herein by reference);

         4.3      Amended and Restated Bylaws (filed with the Commission as
                  Exhibit 3.02 to Registration Statement No. 333-36857 and
                  incorporated herein by reference);

         5.1      Opinion of Vinson & Elkins L.L.P.;

         23.1     Consent of Ernst & Young LLP.;

         23.2     Consent of Deloitte & Touche;

         23.3     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1);

         24.1     Powers of Attorney (included on the signature page to this
                  Registration Statement).

                                      -7-