AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
                                                REGISTRATION NO.  33-_________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             _____________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________
                              ASARCO INCORPORATED
              (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)


                  NEW JERSEY                               13-492440
        (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)


                                180 MAIDEN LANE
                              NEW YORK, NY 10038
                                (212) 510-2000
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                       _________________________________
                              ASARCO INCORPORATED
                          COMPENSATION DEFERRAL PLAN
                             (FULL TITLE OF PLAN)
                              __________________
                         AUGUSTUS B. KINSOLVING, ESQ.
                                180 MAIDEN LANE
                              NEW YORK, NY 10038
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                              ___________________
                                   COPY TO:
                               KEVIN KEOGH, ESQ.
                                 WHITE & CASE
                          1155 AVENUE OF THE AMERICAS
                              NEW YORK, NY 10036
                              ___________________
 TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:  (212) 510-2000
<PAGE>

<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

                        <CAPTION>
                                                                  PROPOSED MAXIMUM    PROPOSED MAXIMUM
                             TITLE OF           AMOUNT TO BE       OFFERING PRICE         AGGREGATE         AMOUNT OF REGISTRATION
                         SECURITIES TO BE        REGISTERED         PER SHARE(2)      OFFERING PRICE(2)              FEE
                            REGISTERED
                        <S>                  <C>                 <C>                 <C>                  <C>
                             DEFERRED
                           COMPENSATION          $2,500,000             100%             $2,500,000                $757.57
                          OBLIGATIONS(1)

         (1) THE DEFERRED OBLIGATIONS BEING REGISTERED ARE GENERAL UNSECURED OBLIGATIONS OF ASARCO  INCORPORATED TO PAY DEFERRED
COMPENSATION IN THE FUTURE TO PARTICIPATING MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED INDIVIDUALS IN ACCORDANCE
WITH THE TERMS OF THE ASARCO INCORPORATED COMPENSATION DEFERRAL PLAN EFFECTIVE DECEMBER 1, 1996.
         (2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE.
</TABLE>

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          ASARCO Incorporated (the "Company") hereby incorporates herein by
reference the following documents:

          (a)  The Company's Annual Report on Form 10-K (File No. 1-164) for
the fiscal year ended December 31, 1995;

          (b)  Proxy Statement for the Annual Meeting of Stockholders on April
24, 1996 (filed with the Securities and Exchange Commission (the "Commission")
on March 8, 1996); and

          (c)  The Company's Quarterly Reports on Form 10-Q (File No. 1-164)
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996.

          In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered herein have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated herein by reference
and to be a part hereof from the respective date of filing of each such
document.  Any statement contained in a document 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 that also is 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 this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

     The ASARCO Incorporated Compensation Deferral Plan, originally effective
February 1, 1995, and as amended and restated effective December 1, 1996 (the
"Plan") provides a select group of management or highly compensated employees
(the "Eligible Employees") of the Company and certain of its subsidiaries
(each a "Participating Subsidiary") with the opportunity to defer the receipt
of certain  pre-tax cash compensation.  The obligations of the Company under
the Plan (the "Deferred Compensation Obligations") will be general unsecured
obligations of the Company to pay deferred compensation in the future to
participating Eligible Employees (the "Participants") in accordance with the
terms of the Plan from the general assets of the Company, and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Company from
<PAGE>
time to time outstanding.  The Deferred Compensation Obligations will be
denominated and payable in United States dollars.

     Each Participant may elect to make salary deferrals that could have been
made under the Savings Plan of ASARCO Incorporated and Participating
Subsidiaries (the "Savings Plan") (a tax-qualified plan) but for the
limitations imposed by sections 401(a)(17) and 401(k)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and have employer matching
contributions credited to his or her Plan account, as well as elect to defer
all or part of his or her annual eligible incentive compensation as provided
in the Plan.

     Each Participant may choose a rate of return for his or her deferred
compensation under the Plan that mirrors the rates of return for the
investment funds available under the Savings Plan other than the Company
Common Stock Fund thereunder.  Thus, while each Participant's deferred
compensation account balance under the Plan increases or decreases based on
the performance of the funds chosen, his or her account balance is not
actually invested in those funds.  Rather, the Participant's deferrals under
the Plan earn a deemed rate of return based on the performance of the funds
chosen.

     With certain exceptions, Deferred Compensation Obligations will be paid
after the Participant's retirement from the Company or Participating
Subsidiary based on a prior election made by the Participant.  If the
Participant terminates employment with the Company or a Participating
Subsidiary prior to retirement, any amounts not yet distributed will be
distributed as soon as practicable after such termination of employment.  The
Participant may elect to receive lump-sum payments or annual installments not
to exceed ten.

     No amount payable under the Plan shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
voluntary or involuntary.  Any attempt to dispose of any rights to benefits
payable under the Plan shall be void.

     The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates selected by the
Participants, except that Participants may withdraw all or a portion of the
value of their Plan accounts under certain specified circumstances.  However,
the Company reserves the right to amend or terminate the Plan at any time,
subject to certain limitations applicable after a "change of control" of the
Company (as defined in the Plan).

     The total amount of the Deferred Compensation Obligations are not
determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
incentive compensation.  The duration of the Plan is indefinite.  The Deferred
Compensation Obligations are not convertible into another security of the
Company.  The Deferred Compensation Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of 
the Company.  Although the Plan is unfunded, the Plan provides that any
amounts contributed under the Plan may be held in trust.  Wachovia Bank of 
North Carolina, N.A., has been appointed trustee with respect to the assets,
if any, under the Plan.  The assets of the trust are subject to the rights of
creditors of the Company or Participating Subsidiaries, as the case maybe, in
the event of the Company's or applicable Participating Subsidiary's bankruptcy
or insolvency only. Each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to
the Deferred Compensation Obligations, enforcing covenants and taking action
upon a default.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Mr. Augustus B. Kinsolving, Vice President and General Counsel of
<PAGE>
the Company is an Eligible Employee and entitled to participate in the Plan.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Article 9 of the Certificate of Incorporation of the Company
provides as follows:

          "9.  This corporation shall indemnify to the full extent permitted
by law any person made, or threatened to be made, a party to any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding and any appeal therein (and any inquiry or investigation
which could lead to such action, suit or proceeding) by reason of the fact
that he is or was a director, officer or employee of this corporation or
serves or served any other enterprise as a director, officer or employee at
the request of this corporation.  Such right of indemnification shall inure to
the benefit of the legal representative of any such person."

     In April 1987, the Company adopted and its shareholders approved a By-law
amendment which requires it to indemnify directors and officers in certain
circumstances, to advance certain expenses, to obtain indemnification
insurance and to follow specific procedures for determining whether a director
or officer has met applicable standards of conduct.  The By-law amendment also
establishes a statute of limitations for certain actions against directors and
officers.  These provisions in the Certificate of Incorporation and By-laws
are permitted under Section 14A:3-5 of the New Jersey Business Corporation
Act, set forth below.

     Section 14A:3-5 of the New Jersey Business Corporation Act governs the
indemnification of directors, officers and employees of the Company.  The
following is the text of the Section which became effective February 4, 1989:

     "(1) As used in this section,

     (a)  "Corporate agent" means any person who is or was a director,
          officer, employee or agent of the indemnifying corporation or of any
          constituent corporation absorbed by the indemnifying corporation in
          a consolidation or merger and any person who is or was a director,
          officer, trustee, employee or agent of any other enterprise, serving
          as such at the request of the indemnifying corporation, or of any
          such constituent corporation, or the legal representative of any
          such director, officer, trustee, employee or agent;

     (b)  "Other enterprise" means any domestic or foreign corporation, other
          than the indemnifying corporation, and any partnership, joint
          venture, sole proprietorship, trust or other enterprise, whether or
          not for profit, served by a corporate agent;

     (c)  "Expenses" means reasonable costs, disbursements and counsel fees;

     (d)  "Liabilities" means amounts paid or incurred in satisfaction of
          settlements, judgments, fines and penalties;

     (e)  "Proceeding" means any pending, threatened or completed civil,
          criminal, administrative or arbitrative action, suit or proceeding,
          and any appeal therein and any inquiry or investigation which could
          lead to such action, suite or proceeding; and

     (f)  References to "other enterprises" include employee benefit plans;
          references to "fines" include any excise taxes assessed on a person
          with respect to an employee benefit plan; and references to "serving
          at the request of the indemnifying corporation" include any service
          as a corporate agent which imposes duties on or involves services
          by, the corporate agent with respect to an employee benefit plan,
          its participants, or beneficiaries; and a person who acted in good
          faith and in a manner the person reasonably believed to be in the
          interest of the participants and beneficiaries of an employee
<PAGE>
          benefit plan shall be deemed to have acted in a manner "not opposed
          to the best interests of the corporation" as referred to in this
          section.

     "(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the
corporation, if

     (a)  such corporate agent 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

     (b)  with respect to any criminal proceeding, such corporate agent had no
          reasonable cause to believe his conduct was unlawful.  The
          termination of any proceeding by judgment, order, settlement,
          conviction or upon a plea of nolo contender or its equivalent shall
          not of itself create a presumption that such corporate agent did not
          meet the applicable standards of conduct set forth in paragraphs
          14A:3-5(2)(a) and 14A:3-5(2)(b).

     "(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of
the corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate agent, if
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.  However, in such proceeding
no indemnification shall be provided in respect of any claim, issue or matter
as to which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the case, such corporate agent is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall
deem proper.

     "(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses
to the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-
5(3) or in defense of any claim, issue or matter therein. 

     "(5) Any indemnification under subsection 14A:3-5(2) and, unless ordered
by a court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-
5(3).  Unless otherwise provided in the certificate of incorporation or
bylaws, such determination shall be made

     (a)  by the board of directors or a committee thereof, acting by a
          majority vote of a quorum consisting of directors who were not
          parties to or otherwise involved in the proceeding; or

     (b)  if such a quorum is not obtainable, or, even if obtainable and such
          quorum of the board of directors or committee by a majority vote of
          the disinterested directors so directs, by independent legal
          counsel, in a written opinion, such counsel to be designated by the
          board of directors; or

     (c)  by the shareholders if the certificate of incorporation or bylaws or
          a resolution of the board of directors or of the shareholders so
          directs.
<PAGE>
     "(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition
of the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

     "(7)(a)   If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-
5(6), a corporate agent may apply to a court for an award of indemnification
by the corporation, and such court

          (i)  may award indemnification to the extent authorized under
          subsections 14A:3-5(2) and 14A:3-5(3) and shall award
          indemnification to the extent required under subsection 14A:3-5(4),
          notwithstanding any contrary determination which may have been made
          under subsection 14A:3-5(5); and

          (ii)  may allow reasonable expenses to the extent authorized by, and
          subject to the provisions of, subsection 14A:3-5(6), if the court
          shall find that the corporate agent has by his pleadings or during
          the course of the proceeding raised genuine issues of fact or law.

     (b)  Application for such indemnification may be made

          (i)  in the civil action in which the expenses were or are to be
          incurred or other amounts were or are to be paid; or

          (ii)  to the Superior Court in a separate proceeding.  If the
          application is for indemnification arising out of a civil action, it
          shall set forth reasonable cause for the failure to make application
          for such relief in the action or proceeding in which the expenses
          were or are to be incurred or other amounts were or are to be paid.

     The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and form as
may be required by the applicable rules of court or, in the absence thereof,
by direction of the court to which it is made.  Such application shall be upon
notice to the corporation.  The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
person as it may designate in such manner as it may require.

     "(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation, to
which a corporate agent may be entitled under a certificate of incorporation,
bylaw, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions

     (a)  were in breach of his duty of loyalty to the corporation or its
          shareholders, as defined in subsection (3) of N.J.S. 14A:2-7;

     (b)  were not in good faith or involved a knowing violation of law; or

     (c)  resulted in receipt by the corporate agent of an improper personal
          benefit.

     "(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would have
<PAGE>
the power to indemnify him against such expenses and liabilities under the
provisions of this section.  The corporation may purchase such insurance from,
or such insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.

     "(10)  The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.

     "(11)  Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and
none shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled.

     "(12)  This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when the
corporate agent has not been made a party to the proceeding."

     The Company has various insurance policies, which became effective April
15, 1996, insuring directors and officers against certain liabilities they may
incur, including liabilities under the Securities Act of 1933, as amended. 
The policies provide coverage for claims not reimbursed by the Company up to
an aggregate limit of $75 million without deductible.  For claims which are
reimbursed by the Company, the policies provide coverage up to $75 million
with a deductible of $1 million.  These policies remain in effect.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


ITEM 8.  EXHIBITS

          The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
   No.                        Description

4.1       Certificate of Incorporation:

     (a)  Certificate of Incorporation--restated, filed May 4, 1970 (Filed as
          an Exhibit to the Company's 1980 Annual Report on Form 10-K and
          incorporated herein by reference).

     (b)  Certificate of Amendment to the Certificate of Incorporation
          effective April 23, 1975 (Filed as an Exhibit to the Company's 1980
          Annual Report on Form 10-K and incorporated herein by reference).

     (c)  Certificate of Amendment of Certificate of Incorporation executed
          April 14, 1981 (Filed as an Exhibit to Post-Effective Amendment No.
          8 to Registration Statement No. 2-47616, filed April 30, 1981 and
          incorporated herein by reference).

     (d)  Certificate of Amendment of Restated Certificate of Incorporation
          filed on May 6, 1985 (Filed as an Exhibit to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1985 and
          incorporated herein by reference).
<PAGE>

     (e)  Certificate of Amendment of Certificate of Incorporation filed July
          21, 1986 (Filed as an Exhibit to the Company's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1986 and incorporated
          herein by reference).

     (f)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed April 22, 1987 (Filed as an Exhibit to the
          Company's 1987 Annual Report on Form 10-K and incorporated herein by
          reference).

     (g)  Statement of Cancellation filed July 31, 1987 whereby 155,000 shares
          of Series A Cumulative Preferred Stock and 862,500 shares of $9.00
          Convertible Exchangeable Preferred Stock were canceled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (h)  Statement of Cancellation filed November 20, 1987 whereby 1,026,900
          shares of Series A Cumulative Preferred Stock were canceled (Filed
          as an Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (i)  Statement of Cancellation filed December 18, 1987 whereby 1,250,000
          shares of Series B Cumulative Convertible Preferred Stock were
          canceled (Filed as an Exhibit to the Company's 1987 Annual Report on
          Form 10-K and incorporated herein by reference).

     (j)  Statement of Cancellation filed March 3, 1988 whereby 27,000 shares
          of Series A Cumulative Preferred Stock were canceled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (k)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed August 7, 1989 (Filed as an Exhibit to the
          Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1989 and incorporated herein by reference).

4.2       By-Laws as last amended June 26, 1991 (Filed as an Exhibit to the
          Company's 1991 Annual Report on Form 10-K and incorporated herein by
          reference).

4.3       Form of Rights Agreement dated as of July 25, 1989, between the
          Company and First Chicago Trust Company of New York, as Rights
          Agent, defining the rights of shareholders under a July 1989
          Shareholders' Rights plan and dividend declaration (filed as an
          Exhibit to the Company's report on Form 8-K filed on July 28, 1989
          and incorporated herein by reference).

4.4       Rights Agreement Amendment dated as of September 24, 1992, between
          the Company and the Bank of New York, as Successor Rights Agent
          under the Rights Agreement listed above (filed as an Exhibit to the
          Company's 1992 Annual Report on Form 10-K and incorporated herein by
          reference).

4.5       Second Rights Agreement Amendment dated as of February 23, 1995,
          between the Company and the Bank of New York (filed as an Exhibit to
          the Company's 1992 Annual Report on Form 10-K and incorporated
          herein by reference).

4.6       Form of ASARCO Incorporated Compensation Deferral Plan.

5.1       Opinion of Augustus B. Kinsolving.

23.1      Consent of Augustus B. Kinsolving (included in Exhibit 5.1).

23.2      Consent of Coopers & Lybrand L.L.P.
<PAGE>

24.1      Powers of Attorney.


ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the Registration Statement; 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 (a)(1)(i) and (a)(1)(ii) 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 Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

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

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

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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.
<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 New York, State of New York, on this
26th day of November, 1996.


                                   ASARCO Incorporated

                                   By  /s/ Richard de J. Osborne
                                           _______________________________
                                           Richard de J. Osborne
                                           Chairman of the Board, Chief
                                           Executive Officer and President
<PAGE>

<TABLE>
                 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.

                     <CAPTION>
                                  Signature                                Title                             Date
                     <S>                                  <C>                                      <C>
                          /s/ Richard de J. Osborne
                            ____________________
                           Richard de J. Osborne*              Chairman, President and Chief           November 26, 1996
                                                                     Executive Officer


                            ____________________                  Director and Executive               November 26, 1996
                           Francis R. McAllister*                     Vice President

                             /s/ Kevin R. Morano
                            _____________________                Vice President and Chief              November 26, 1996
                               Kevin R. Morano                       Financial Officer

                              /s/ William Dowd
                            _____________________                       Controller                     November 26, 1996
                                William Dowd


                            _____________________                        Director                      November 26, 1996
                             Willard C. Butcher*


                           ______________________                        Director                     November 26 , 1996
                              James C. Cotting*


                           _______________________                       Director                      November 26, 1996
                             David C. Garfield*


                            _____________________                        Director                      November 26, 1996
                               E. Gordon Gee*


                            _____________________                        Director                      November 26, 1996
                              James W. Kinnear*


                            _____________________                        Director                      November 26, 1996
                               Martha T. Muse*


                            _____________________                        Director                      November 26, 1996
                            Michael T. Nelligan*


                             ___________________                         Director                      November 26, 1996
                                John D. Ong*


                            _____________________                        Director                      November 26, 1996
                                 James Wood*

         *       Augustus B. Kinsolving, pursuant to a Power of Attorney executed by each of the directors noted above and filed
with the Securities and Exchange Commission, by signing his name does hereby sign and execute this Registration Statement on Form S-
8 on behalf of each such director.
</TABLE>
<PAGE>
                                   /s/ Augustus B. Kinsolving
                                   __________________________
                                   Augustus B. Kinsolving
                                   Attorney-in-Fact
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 36097}]
{"company-data": {"conformed-name": "ASARCO INC", "cik": "0000007649", "assigned-sic": "3330", "irs-number": "134924440", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16875", "film-number": "96672956"}, "business-address": {"street1": "180 MAIDEN LN", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "2125102000"}, "former-company": {"former-conformed-name": "AMERICAN SMELTING & REFINING CO", "date-changed": "19760607"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
                                                REGISTRATION NO.  33-_________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             _____________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________
                              ASARCO INCORPORATED
              (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

                  NEW JERSEY                               13-492440
        (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

                                180 MAIDEN LANE
                              NEW YORK, NY 10038
                                (212) 510-2000
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                       _________________________________
                              ASARCO INCORPORATED
                          COMPENSATION DEFERRAL PLAN
                             (FULL TITLE OF PLAN)
                              __________________
                         AUGUSTUS B. KINSOLVING, ESQ.
                                180 MAIDEN LANE
                              NEW YORK, NY 10038
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                              ___________________
                                   COPY TO:
                               KEVIN KEOGH, ESQ.
                                 WHITE & CASE
                          1155 AVENUE OF THE AMERICAS
                              NEW YORK, NY 10036
                              ___________________
 TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:  (212) 510-2000
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM    PROPOSED MAXIMUM
                             TITLE OF           AMOUNT TO BE       OFFERING PRICE         AGGREGATE         AMOUNT OF REGISTRATION
                         SECURITIES TO BE        REGISTERED         PER SHARE(2)      OFFERING PRICE(2)              FEE
                            REGISTERED
DEFERRED
                           COMPENSATION          $2,500,000             100%             $2,500,000                $757.57
                          OBLIGATIONS(1)

         (1) THE DEFERRED OBLIGATIONS BEING REGISTERED ARE GENERAL UNSECURED OBLIGATIONS OF ASARCO  INCORPORATED TO PAY DEFERRED
COMPENSATION IN THE FUTURE TO PARTICIPATING MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED INDIVIDUALS IN ACCORDANCE
WITH THE TERMS OF THE ASARCO INCORPORATED COMPENSATION DEFERRAL PLAN EFFECTIVE DECEMBER 1, 1996.
         (2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE.
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          ASARCO Incorporated (the "Company") hereby incorporates herein by
reference the following documents:

          (a)  The Company's Annual Report on Form 10-K (File No. 1-164) for
the fiscal year ended December 31, 1995;

          (b)  Proxy Statement for the Annual Meeting of Stockholders on April
24, 1996 (filed with the Securities and Exchange Commission (the "Commission")
on March 8, 1996); and

          (c)  The Company's Quarterly Reports on Form 10-Q (File No. 1-164)
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996.

          In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered herein have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated herein by reference
and to be a part hereof from the respective date of filing of each such
document.  Any statement contained in a document 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 that also is 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The ASARCO Incorporated Compensation Deferral Plan, originally effective
February 1, 1995, and as amended and restated effective December 1, 1996 (the
"Plan") provides a select group of management or highly compensated employees
(the "Eligible Employees") of the Company and certain of its subsidiaries
(each a "Participating Subsidiary") with the opportunity to defer the receipt
of certain  pre-tax cash compensation.  The obligations of the Company under
the Plan (the "Deferred Compensation Obligations") will be general unsecured
obligations of the Company to pay deferred compensation in the future to
participating Eligible Employees (the "Participants") in accordance with the
terms of the Plan from the general assets of the Company, and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding.  The Deferred Compensation Obligations will be
denominated and payable in United States dollars.

     Each Participant may elect to make salary deferrals that could have been
made under the Savings Plan of ASARCO Incorporated and Participating
Subsidiaries (the "Savings Plan") (a tax-qualified plan) but for the
limitations imposed by sections 401(a)(17) and 401(k)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and have employer matching
contributions credited to his or her Plan account, as well as elect to defer
all or part of his or her annual eligible incentive compensation as provided
in the Plan.

     Each Participant may choose a rate of return for his or her deferred
compensation under the Plan that mirrors the rates of return for the
investment funds available under the Savings Plan other than the Company
Common Stock Fund thereunder.  Thus, while each Participant's deferred
compensation account balance under the Plan increases or decreases based on
the performance of the funds chosen, his or her account balance is not
actually invested in those funds.  Rather, the Participant's deferrals under
the Plan earn a deemed rate of return based on the performance of the funds
chosen.

     With certain exceptions, Deferred Compensation Obligations will be paid
after the Participant's retirement from the Company or Participating
Subsidiary based on a prior election made by the Participant.  If the
Participant terminates employment with the Company or a Participating
Subsidiary prior to retirement, any amounts not yet distributed will be
distributed as soon as practicable after such termination of employment.  The
Participant may elect to receive lump-sum payments or annual installments not
to exceed ten.

     No amount payable under the Plan shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
voluntary or involuntary.  Any attempt to dispose of any rights to benefits
payable under the Plan shall be void.

     The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates selected by the
Participants, except that Participants may withdraw all or a portion of the
value of their Plan accounts under certain specified circumstances.  However,
the Company reserves the right to amend or terminate the Plan at any time,
subject to certain limitations applicable after a "change of control" of the
Company (as defined in the Plan).

     The total amount of the Deferred Compensation Obligations are not
determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
incentive compensation.  The duration of the Plan is indefinite.  The Deferred
Compensation Obligations are not convertible into another security of the
Company.  The Deferred Compensation Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of 
the Company.  Although the Plan is unfunded, the Plan provides that any
amounts contributed under the Plan may be held in trust.  Wachovia Bank of 
North Carolina, N.A., has been appointed trustee with respect to the assets,
if any, under the Plan.  The assets of the trust are subject to the rights of
creditors of the Company or Participating Subsidiaries, as the case maybe, in
the event of the Company's or applicable Participating Subsidiary's bankruptcy
or insolvency only. Each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to
the Deferred Compensation Obligations, enforcing covenants and taking action
upon a default.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Mr. Augustus B. Kinsolving, Vice President and General Counsel of
the Company is an Eligible Employee and entitled to participate in the Plan.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Article 9 of the Certificate of Incorporation of the Company
provides as follows:

          "9.  This corporation shall indemnify to the full extent permitted
by law any person made, or threatened to be made, a party to any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding and any appeal therein (and any inquiry or investigation
which could lead to such action, suit or proceeding) by reason of the fact
that he is or was a director, officer or employee of this corporation or
serves or served any other enterprise as a director, officer or employee at
the request of this corporation.  Such right of indemnification shall inure to
the benefit of the legal representative of any such person."

     In April 1987, the Company adopted and its shareholders approved a By-law
amendment which requires it to indemnify directors and officers in certain
circumstances, to advance certain expenses, to obtain indemnification
insurance and to follow specific procedures for determining whether a director
or officer has met applicable standards of conduct.  The By-law amendment also
establishes a statute of limitations for certain actions against directors and
officers.  These provisions in the Certificate of Incorporation and By-laws
are permitted under Section 14A:3-5 of the New Jersey Business Corporation
Act, set forth below.

     Section 14A:3-5 of the New Jersey Business Corporation Act governs the
indemnification of directors, officers and employees of the Company.  The
following is the text of the Section which became effective February 4, 1989:

     "(1) As used in this section,

     (a)  "Corporate agent" means any person who is or was a director,
          officer, employee or agent of the indemnifying corporation or of any
          constituent corporation absorbed by the indemnifying corporation in
          a consolidation or merger and any person who is or was a director,
          officer, trustee, employee or agent of any other enterprise, serving
          as such at the request of the indemnifying corporation, or of any
          such constituent corporation, or the legal representative of any
          such director, officer, trustee, employee or agent;

     (b)  "Other enterprise" means any domestic or foreign corporation, other
          than the indemnifying corporation, and any partnership, joint
          venture, sole proprietorship, trust or other enterprise, whether or
          not for profit, served by a corporate agent;

     (c)  "Expenses" means reasonable costs, disbursements and counsel fees;

     (d)  "Liabilities" means amounts paid or incurred in satisfaction of
          settlements, judgments, fines and penalties;

     (e)  "Proceeding" means any pending, threatened or completed civil,
          criminal, administrative or arbitrative action, suit or proceeding,
          and any appeal therein and any inquiry or investigation which could
          lead to such action, suite or proceeding; and

     (f)  References to "other enterprises" include employee benefit plans;
          references to "fines" include any excise taxes assessed on a person
          with respect to an employee benefit plan; and references to "serving
          at the request of the indemnifying corporation" include any service
          as a corporate agent which imposes duties on or involves services
          by, the corporate agent with respect to an employee benefit plan,
          its participants, or beneficiaries; and a person who acted in good
          faith and in a manner the person reasonably believed to be in the
          interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed
          to the best interests of the corporation" as referred to in this
          section.

     "(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the
corporation, if

     (a)  such corporate agent 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

     (b)  with respect to any criminal proceeding, such corporate agent had no
          reasonable cause to believe his conduct was unlawful.  The
          termination of any proceeding by judgment, order, settlement,
          conviction or upon a plea of nolo contender or its equivalent shall
          not of itself create a presumption that such corporate agent did not
          meet the applicable standards of conduct set forth in paragraphs
          14A:3-5(2)(a) and 14A:3-5(2)(b).

     "(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of
the corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate agent, if
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.  However, in such proceeding
no indemnification shall be provided in respect of any claim, issue or matter
as to which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the case, such corporate agent is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall
deem proper.

     "(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses
to the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-
5(3) or in defense of any claim, issue or matter therein. 

     "(5) Any indemnification under subsection 14A:3-5(2) and, unless ordered
by a court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-
5(3).  Unless otherwise provided in the certificate of incorporation or
bylaws, such determination shall be made

     (a)  by the board of directors or a committee thereof, acting by a
          majority vote of a quorum consisting of directors who were not
          parties to or otherwise involved in the proceeding; or

     (b)  if such a quorum is not obtainable, or, even if obtainable and such
          quorum of the board of directors or committee by a majority vote of
          the disinterested directors so directs, by independent legal
          counsel, in a written opinion, such counsel to be designated by the
          board of directors; or

     (c)  by the shareholders if the certificate of incorporation or bylaws or
          a resolution of the board of directors or of the shareholders so
          directs.
"(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition
of the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

     "(7)(a)   If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-
5(6), a corporate agent may apply to a court for an award of indemnification
by the corporation, and such court

          (i)  may award indemnification to the extent authorized under
          subsections 14A:3-5(2) and 14A:3-5(3) and shall award
          indemnification to the extent required under subsection 14A:3-5(4),
          notwithstanding any contrary determination which may have been made
          under subsection 14A:3-5(5); and

          (ii)  may allow reasonable expenses to the extent authorized by, and
          subject to the provisions of, subsection 14A:3-5(6), if the court
          shall find that the corporate agent has by his pleadings or during
          the course of the proceeding raised genuine issues of fact or law.

     (b)  Application for such indemnification may be made

          (i)  in the civil action in which the expenses were or are to be
          incurred or other amounts were or are to be paid; or

          (ii)  to the Superior Court in a separate proceeding.  If the
          application is for indemnification arising out of a civil action, it
          shall set forth reasonable cause for the failure to make application
          for such relief in the action or proceeding in which the expenses
          were or are to be incurred or other amounts were or are to be paid.

     The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and form as
may be required by the applicable rules of court or, in the absence thereof,
by direction of the court to which it is made.  Such application shall be upon
notice to the corporation.  The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
person as it may designate in such manner as it may require.

     "(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation, to
which a corporate agent may be entitled under a certificate of incorporation,
bylaw, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions

     (a)  were in breach of his duty of loyalty to the corporation or its
          shareholders, as defined in subsection (3) of N.J.S. 14A:2-7;

     (b)  were not in good faith or involved a knowing violation of law; or

     (c)  resulted in receipt by the corporate agent of an improper personal
          benefit.

     "(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would have
the power to indemnify him against such expenses and liabilities under the
provisions of this section.  The corporation may purchase such insurance from,
or such insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.

     "(10)  The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.

     "(11)  Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and
none shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled.

     "(12)  This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when the
corporate agent has not been made a party to the proceeding."

     The Company has various insurance policies, which became effective April
15, 1996, insuring directors and officers against certain liabilities they may
incur, including liabilities under the Securities Act of 1933, as amended. 
The policies provide coverage for claims not reimbursed by the Company up to
an aggregate limit of $75 million without deductible.  For claims which are
reimbursed by the Company, the policies provide coverage up to $75 million
with a deductible of $1 million.  These policies remain in effect.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS

          The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
   No.                        Description

4.1       Certificate of Incorporation:

     (a)  Certificate of Incorporation--restated, filed May 4, 1970 (Filed as
          an Exhibit to the Company's 1980 Annual Report on Form 10-K and
          incorporated herein by reference).

     (b)  Certificate of Amendment to the Certificate of Incorporation
          effective April 23, 1975 (Filed as an Exhibit to the Company's 1980
          Annual Report on Form 10-K and incorporated herein by reference).

     (c)  Certificate of Amendment of Certificate of Incorporation executed
          April 14, 1981 (Filed as an Exhibit to Post-Effective Amendment No.
          8 to Registration Statement No. 2-47616, filed April 30, 1981 and
          incorporated herein by reference).

     (d)  Certificate of Amendment of Restated Certificate of Incorporation
          filed on May 6, 1985 (Filed as an Exhibit to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1985 and
          incorporated herein by reference).
(e)  Certificate of Amendment of Certificate of Incorporation filed July
          21, 1986 (Filed as an Exhibit to the Company's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1986 and incorporated
          herein by reference).

     (f)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed April 22, 1987 (Filed as an Exhibit to the
          Company's 1987 Annual Report on Form 10-K and incorporated herein by
          reference).

     (g)  Statement of Cancellation filed July 31, 1987 whereby 155,000 shares
          of Series A Cumulative Preferred Stock and 862,500 shares of $9.00
          Convertible Exchangeable Preferred Stock were canceled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (h)  Statement of Cancellation filed November 20, 1987 whereby 1,026,900
          shares of Series A Cumulative Preferred Stock were canceled (Filed
          as an Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (i)  Statement of Cancellation filed December 18, 1987 whereby 1,250,000
          shares of Series B Cumulative Convertible Preferred Stock were
          canceled (Filed as an Exhibit to the Company's 1987 Annual Report on
          Form 10-K and incorporated herein by reference).

     (j)  Statement of Cancellation filed March 3, 1988 whereby 27,000 shares
          of Series A Cumulative Preferred Stock were canceled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (k)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed August 7, 1989 (Filed as an Exhibit to the
          Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1989 and incorporated herein by reference).

4.2       By-Laws as last amended June 26, 1991 (Filed as an Exhibit to the
          Company's 1991 Annual Report on Form 10-K and incorporated herein by
          reference).

4.3       Form of Rights Agreement dated as of July 25, 1989, between the
          Company and First Chicago Trust Company of New York, as Rights
          Agent, defining the rights of shareholders under a July 1989
          Shareholders' Rights plan and dividend declaration (filed as an
          Exhibit to the Company's report on Form 8-K filed on July 28, 1989
          and incorporated herein by reference).

4.4       Rights Agreement Amendment dated as of September 24, 1992, between
          the Company and the Bank of New York, as Successor Rights Agent
          under the Rights Agreement listed above (filed as an Exhibit to the
          Company's 1992 Annual Report on Form 10-K and incorporated herein by
          reference).

4.5       Second Rights Agreement Amendment dated as of February 23, 1995,
          between the Company and the Bank of New York (filed as an Exhibit to
          the Company's 1992 Annual Report on Form 10-K and incorporated
          herein by reference).

4.6       Form of ASARCO Incorporated Compensation Deferral Plan.

5.1       Opinion of Augustus B. Kinsolving.

23.1      Consent of Augustus B. Kinsolving (included in Exhibit 5.1).

23.2      Consent of Coopers & Lybrand L.L.P.
24.1      Powers of Attorney.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the Registration Statement; 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 (a)(1)(i) and (a)(1)(ii) 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 Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

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

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

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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.
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 New York, State of New York, on this
26th day of November, 1996.

                                   ASARCO Incorporated

                                   By  /s/ Richard de J. Osborne
                                           _______________________________
                                           Richard de J. Osborne
                                           Chairman of the Board, Chief
                                           Executive Officer and President
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.
Signature                                Title                             Date
/s/ Richard de J. Osborne
                            ____________________
                           Richard de J. Osborne*              Chairman, President and Chief           November 26, 1996
                                                                     Executive Officer

                            ____________________                  Director and Executive               November 26, 1996
                           Francis R. McAllister*                     Vice President

                             /s/ Kevin R. Morano
                            _____________________                Vice President and Chief              November 26, 1996
                               Kevin R. Morano                       Financial Officer

                              /s/ William Dowd
                            _____________________                       Controller                     November 26, 1996
                                William Dowd

                            _____________________                        Director                      November 26, 1996
                             Willard C. Butcher*

                           ______________________                        Director                     November 26 , 1996
                              James C. Cotting*

                           _______________________                       Director                      November 26, 1996
                             David C. Garfield*

                            _____________________                        Director                      November 26, 1996
                               E. Gordon Gee*

                            _____________________                        Director                      November 26, 1996
                              James W. Kinnear*

                            _____________________                        Director                      November 26, 1996
                               Martha T. Muse*

                            _____________________                        Director                      November 26, 1996
                            Michael T. Nelligan*

                             ___________________                         Director                      November 26, 1996
                                John D. Ong*

                            _____________________                        Director                      November 26, 1996
                                 James Wood*

         *       Augustus B. Kinsolving, pursuant to a Power of Attorney executed by each of the directors noted above and filed
with the Securities and Exchange Commission, by signing his name does hereby sign and execute this Registration Statement on Form S-
8 on behalf of each such director.
/s/ Augustus B. Kinsolving
                                   __________________________
                                   Augustus B. Kinsolving
                                   Attorney-in-Fact