<PAGE>   1
     As filed with the Securities and Exchange Commission on April 30, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                            COOPER INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Ohio                                       31-4156620
       (State or Other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                     Identification No.)

         600 Travis, Suite 5800                                 77002
             Houston, Texas                                   (Zip Code)
(Address of Principal Executive Offices)

                            COOPER INDUSTRIES, INC.
                       DIRECTORS' RETAINER FEE STOCK PLAN
                            (Full Title of the Plan)

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

                              Diane K. Schumacher
                     Senior Vice President, General Counsel
                                 and Secretary
                             600 Travis, Suite 5800
                              Houston, Texas 77002
                    (Name and Address of Agent for Service)
                                 [713] 209-8400
         (Telephone Number, Including Area Code, of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================
                                                Proposed            Proposed
                                                Maximum             Maximum
Title of Securities              Amount         Offering            Aggregate       Amount of
      to be                      to be          Price Per           Offering       Registration
    Registered                Registered(1)       Share               Price            Fee
-----------------------------------------------------------------------------------------------              
<S>                           <C>               <C>                <C>              <C>
Common Stock, $5.00           100,000 Shs       $64.09(2)          $6,409,000       $1,890.66
   Par Value
===============================================================================================
</TABLE>

(1)      Includes an undeterminable number of additional shares which may
         become issuable pursuant to antidilution provisions of the Plan.

(2)      Average of high and low prices of such stock on the New York Stock
         Exchange on April 27, 1998.
<PAGE>   2
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Cooper Industries, Inc. ("Cooper" or
"Company"), are incorporated herein by reference and made a part hereof: (a)
Annual Report on Form 10-K for the year ended December 31, 1997; (b) Current
Report on Form 8-K dated January 26, 1998; (c) Current Report on Form 8-K dated
February 2, 1998; (d) Current Report on Form 8-K dated April 3, 1998; (e)
Current Report on Form 8-K dated April 22, 1998; and (f) the descriptions of
Cooper's Common Stock, par value $5.00 per share, and associated preferred
stock purchase rights set forth in the Registration Statements on Form 8-A
filed December 23, 1974 and August 15, 1997, respectively, including any
amendment or report filed for the purpose of updating such descriptions.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been sold
or that deregisters all securities registered hereunder that remain unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The consolidated financial statements of Cooper for the year ended
December 31, 1997, incorporated by reference in Cooper's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated therein and herein by reference.  Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

         The opinion as to the legality of the securities registered hereunder
is  being given by Diane K. Schumacher, Senior Vice President, General Counsel
and Secretary of the Company.  Ms. Schumacher is the beneficial owner of 7,035
shares of the Company's Common Stock (including 522 shares the receipt of which
has been deferred pursuant to the Company's Amended and Restated Management
Annual Incentive Plan)and holds options to purchase 32,600 shares of the
Company's Common Stock.


                                    II-1
<PAGE>   3
Item 6.  Indemnification of Directors and Officers.

         Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation.  The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of the Company
against certain liabilities.

         In addition, on February 17, 1987 the Board of Directors authorized
the Company to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the Board of
Directors.  The Board's action was approved by the shareholders at their Annual
Meeting on April 28, 1987.  The indemnification agreements contain provisions
for indemnification against expenses, judgments, fines and settlements in
connection with threatened or pending litigation, inquiries or investigations
that arise out of the director's or officer's acts or omissions in his or her
capacity as a director or officer of the Company.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following is a list of Exhibits filed with this Registration
Statement:

         4.1     Twenty-Seventh Amended Articles of Incorporation of the
                 Company(incorporated herein by reference to Exhibit 3.1 to the
                 Company's Form 8-K dated August 5, 1997).

         4.2     Rights Agreement dated as of August 5, 1997 between the
                 Company and First Chicago Trust Company of New York, as Rights
                 Agent (incorporated herein by reference to Exhibit 4.1 to the
                 Company's Registration Statement on Form 8-A filed with the
                 Commission on August 15, 1997).

         4.3     Directors' Retainer Fee Stock Plan.

         5.1     Opinion of Diane K. Schumacher as to legality of securities
                 being issued.

         23.1    Consent of Diane K. Schumacher (included in Exhibit 5.1).

         23.2    Consent of Ernst & Young LLP, Independent Auditors.

         24.1    Powers of Attorney from members of the Company's Board of
                 Directors (included on pages II-5 and II-6).





                                      II-2
<PAGE>   4
Item 9.  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 (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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 end 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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;

         (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; and

         (4)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 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.





                                      II-3
<PAGE>   5
         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 Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.





                                      II-4
<PAGE>   6
                                   SIGNATURES

         THE REGISTRANT.  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 April 28,
1998.

                                      COOPER INDUSTRIES, INC.



                                      By /S/ DIANE K. SCHUMACHER               
                                         --------------------------------------
                                         Diane K. Schumacher
                                         Senior Vice President, General Counsel
                                           and Secretary


         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.  Each person whose signature appears
below hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of
them, with full power of substitution, to execute in the name and on behalf of
such person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

<TABLE>
<S>                                                <C>                                                     <C>
 /S/ H. JOHN RILEY, JR.                            Chairman, President and                                 April 28, 1998
------------------------------                     Chief Executive Officer
         H. John Riley, Jr.                        (Director and Principal
                                                    Executive Officer)


 /S/ D. BRADLEY MCWILLIAMS                         Senior Vice President and                               April 28, 1998
------------------------------                     Chief Financial Officer
         D. Bradley McWilliams                     (Chief Financial Officer)



 /S/ TERRY A. KLEBE                                Vice President and Controller                           April 29, 1998
------------------------------                     (Chief Accounting Officer)
         Terry A. Klebe                            



 /S/ WARREN L. BATTS                               Director                                                April 28, 1998
------------------------------                                                                                           
         Warren L. Batts
</TABLE>





                                      II-5
<PAGE>   7
<TABLE>
 <S>                                               <C>                                                <C>
 /S/ALAIN J.P. BELDA                               Director                                           April 28,1998
------------------------------                                                                                     
         Alain J.P. Belda



 /S/ROBERT M. DEVLIN                               Director                                           April 28, 1998
------------------------------                                                                                      
         Robert M. Devlin



 /S/CLIFFORD J. GRUM                               Director                                           April 28, 1998
------------------------------                                                                                      
         Clifford J. Grum



 /S/LINDA A. HILL                                  Director                                           April 28, 1998
------------------------------                                                                                      
         Linda A. Hill



 /S/ HAROLD S. HOOK                                Director                                           April 28, 1998
------------------------------                                                                                      
         Harold S. Hook



 /S/ CONSTANTINE S. NICANDROS                      Director                                           April 28, 1998
------------------------------                                                                                      
         Constantine S. Nicandros



                                                   Director                                           April _____, 1998
------------------------------                                                                                         
         Frank A. Olson



 /S/ JOHN D. ONG                                   Director                                           April 28, 1998
------------------------------                                                                                      
         John D. Ong


 /S/SIR RALPH H. ROBINS                            Director                                           April 28, 1998
------------------------------                                                                                      
         Sir Ralph H. Robins



 /S/JAMES R. WILSON                                Director                                           April 28, 1998
------------------------------                                                                                      
         James R. Wilson
</TABLE>





                                      II-6
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                
  No.    Description
-------  -----------
<S>      <C>
4.1      Twenty-Seventh Amended Articles of Incorporation of the Company (incorporated herein by reference to Exhibit
         3.1 to the Company's Form 8-K dated August 5, 1997).

4.2      Rights Agreement dated as of August 5, 1997 between the Company and First Chicago Trust Company of New York, as
         Rights Agent (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form
         8-A filed with the Commission on August 15, 1997).

4.3      Directors' Retainer Fee Stock Plan.

5.1      Opinion of Diane K. Schumacher as to legality of securities being issued.

23.1     Consent of Diane K. Schumacher (included in Exhibit 5.1).

23.2     Consent of Ernst & Young LLP, Independent Auditors.

24.1     Powers of Attorney from members of the Company's Board of Directors (included on Pages II-5 and II-6).
</TABLE>





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "COOPER INDUSTRIES, INC.", "secsgml_size_bytes": 19814}]
{"company-data": {"conformed-name": "COOPER INDUSTRIES INC", "cik": "0000024454", "assigned-sic": "3640", "irs-number": "314156620", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51439", "film-number": "98606636"}, "business-address": {"street1": "600 TRAVIS, SUITE 5800", "street2": "FIRST CITY TWR", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132098400"}, "mail-address": {"street1": "P.O. BOX 4446", "city": "HOUSTON", "state": "TX", "zip": "77210"}, "former-company": {"former-conformed-name": "COOPER BESSEMER CORP", "date-changed": "19710505"}}
1
     As filed with the Securities and Exchange Commission on April 30, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                            COOPER INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Ohio                                       31-4156620
       (State or Other Jurisdiction of                     (I.R.S. Employer
       Incorporation or Organization)                     Identification No.)

         600 Travis, Suite 5800                                 77002
             Houston, Texas                                   (Zip Code)
(Address of Principal Executive Offices)

                            COOPER INDUSTRIES, INC.
                       DIRECTORS' RETAINER FEE STOCK PLAN
                            (Full Title of the Plan)

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

                              Diane K. Schumacher
                     Senior Vice President, General Counsel
                                 and Secretary
                             600 Travis, Suite 5800
                              Houston, Texas 77002
                    (Name and Address of Agent for Service)
                                 [713] 209-8400
         (Telephone Number, Including Area Code, of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                Proposed            Proposed
                                                Maximum             Maximum
Title of Securities              Amount         Offering            Aggregate       Amount of
      to be                      to be          Price Per           Offering       Registration
    Registered                Registered(1)       Share               Price            Fee
-----------------------------------------------------------------------------------------------
Common Stock, $5.00           100,000 Shs       $64.09(2)          $6,409,000       $1,890.66
   Par Value
===============================================================================================
(1)      Includes an undeterminable number of additional shares which may
         become issuable pursuant to antidilution provisions of the Plan.

(2)      Average of high and low prices of such stock on the New York Stock
         Exchange on April 27, 1998.
2
                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Cooper Industries, Inc. ("Cooper" or
"Company"), are incorporated herein by reference and made a part hereof: (a)
Annual Report on Form 10-K for the year ended December 31, 1997; (b) Current
Report on Form 8-K dated January 26, 1998; (c) Current Report on Form 8-K dated
February 2, 1998; (d) Current Report on Form 8-K dated April 3, 1998; (e)
Current Report on Form 8-K dated April 22, 1998; and (f) the descriptions of
Cooper's Common Stock, par value $5.00 per share, and associated preferred
stock purchase rights set forth in the Registration Statements on Form 8-A
filed December 23, 1974 and August 15, 1997, respectively, including any
amendment or report filed for the purpose of updating such descriptions.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been sold
or that deregisters all securities registered hereunder that remain unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         The consolidated financial statements of Cooper for the year ended
December 31, 1997, incorporated by reference in Cooper's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated therein and herein by reference.  Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

         The opinion as to the legality of the securities registered hereunder
is  being given by Diane K. Schumacher, Senior Vice President, General Counsel
and Secretary of the Company.  Ms. Schumacher is the beneficial owner of 7,035
shares of the Company's Common Stock (including 522 shares the receipt of which
has been deferred pursuant to the Company's Amended and Restated Management
Annual Incentive Plan)and holds options to purchase 32,600 shares of the
Company's Common Stock.

                                    II-1
3
Item 6.  Indemnification of Directors and Officers.

         Section 1701.13 of the General Corporation Law of the State of Ohio
contains detailed provisions for indemnification of directors and officers of
Ohio corporations against expenses, judgments, fines and settlements in
connection with litigation.  The Company's Articles of Incorporation and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
and insurance, respectively, of the directors and officers of the Company
against certain liabilities.

         In addition, on February 17, 1987 the Board of Directors authorized
the Company to enter into indemnification agreements with the directors and
certain officers that may be designated from time to time by the Board of
Directors.  The Board's action was approved by the shareholders at their Annual
Meeting on April 28, 1987.  The indemnification agreements contain provisions
for indemnification against expenses, judgments, fines and settlements in
connection with threatened or pending litigation, inquiries or investigations
that arise out of the director's or officer's acts or omissions in his or her
capacity as a director or officer of the Company.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following is a list of Exhibits filed with this Registration
Statement:

         4.1     Twenty-Seventh Amended Articles of Incorporation of the
                 Company(incorporated herein by reference to Exhibit 3.1 to the
                 Company's Form 8-K dated August 5, 1997).

         4.2     Rights Agreement dated as of August 5, 1997 between the
                 Company and First Chicago Trust Company of New York, as Rights
                 Agent (incorporated herein by reference to Exhibit 4.1 to the
                 Company's Registration Statement on Form 8-A filed with the
                 Commission on August 15, 1997).

         4.3     Directors' Retainer Fee Stock Plan.

         5.1     Opinion of Diane K. Schumacher as to legality of securities
                 being issued.

         23.1    Consent of Diane K. Schumacher (included in Exhibit 5.1).

         23.2    Consent of Ernst & Young LLP, Independent Auditors.

         24.1    Powers of Attorney from members of the Company's Board of
                 Directors (included on pages II-5 and II-6).

                                      II-2
4
Item 9.  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 (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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 end 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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;

         (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; and

         (4)     That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 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.

                                      II-3
5
         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 Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.

                                      II-4
6
                                   SIGNATURES

         THE REGISTRANT.  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 April 28,
1998.

                                      COOPER INDUSTRIES, INC.

                                      By /S/ DIANE K. SCHUMACHER               
                                         --------------------------------------
                                         Diane K. Schumacher
                                         Senior Vice President, General Counsel
                                           and Secretary

         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.  Each person whose signature appears
below hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of
them, with full power of substitution, to execute in the name and on behalf of
such person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/S/ H. JOHN RILEY, JR.                            Chairman, President and                                 April 28, 1998
------------------------------                     Chief Executive Officer
         H. John Riley, Jr.                        (Director and Principal
                                                    Executive Officer)

 /S/ D. BRADLEY MCWILLIAMS                         Senior Vice President and                               April 28, 1998
------------------------------                     Chief Financial Officer
         D. Bradley McWilliams                     (Chief Financial Officer)

 /S/ TERRY A. KLEBE                                Vice President and Controller                           April 29, 1998
------------------------------                     (Chief Accounting Officer)
         Terry A. Klebe                            

 /S/ WARREN L. BATTS                               Director                                                April 28, 1998
------------------------------                                                                                           
         Warren L. Batts
II-5
7
/S/ALAIN J.P. BELDA                               Director                                           April 28,1998
------------------------------                                                                                     
         Alain J.P. Belda

 /S/ROBERT M. DEVLIN                               Director                                           April 28, 1998
------------------------------                                                                                      
         Robert M. Devlin

 /S/CLIFFORD J. GRUM                               Director                                           April 28, 1998
------------------------------                                                                                      
         Clifford J. Grum

 /S/LINDA A. HILL                                  Director                                           April 28, 1998
------------------------------                                                                                      
         Linda A. Hill

 /S/ HAROLD S. HOOK                                Director                                           April 28, 1998
------------------------------                                                                                      
         Harold S. Hook

 /S/ CONSTANTINE S. NICANDROS                      Director                                           April 28, 1998
------------------------------                                                                                      
         Constantine S. Nicandros

                                                   Director                                           April _____, 1998
------------------------------                                                                                         
         Frank A. Olson

 /S/ JOHN D. ONG                                   Director                                           April 28, 1998
------------------------------                                                                                      
         John D. Ong

 /S/SIR RALPH H. ROBINS                            Director                                           April 28, 1998
------------------------------                                                                                      
         Sir Ralph H. Robins

 /S/JAMES R. WILSON                                Director                                           April 28, 1998
------------------------------                                                                                      
         James R. Wilson
II-6
8
                                 EXHIBIT INDEX
Exhibit                
  No.    Description
-------  -----------
4.1      Twenty-Seventh Amended Articles of Incorporation of the Company (incorporated herein by reference to Exhibit
         3.1 to the Company's Form 8-K dated August 5, 1997).

4.2      Rights Agreement dated as of August 5, 1997 between the Company and First Chicago Trust Company of New York, as
         Rights Agent (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form
         8-A filed with the Commission on August 15, 1997).

4.3      Directors' Retainer Fee Stock Plan.

5.1      Opinion of Diane K. Schumacher as to legality of securities being issued.

23.1     Consent of Diane K. Schumacher (included in Exhibit 5.1).

23.2     Consent of Ernst & Young LLP, Independent Auditors.

24.1     Powers of Attorney from members of the Company's Board of Directors (included on Pages II-5 and II-6).
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