<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1994

                                                        Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               _________________

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

                               HADSON CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              31-0679954
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)
                              
                 
                        2777 STEMMONS FREEWAY, SUITE 700
                              DALLAS, TEXAS 75207
          (Address of principal executive offices, including zip code)

                              ____________________

                 HADSON CORPORATION 1992 EQUITY INCENTIVE PLAN
                    HADSON CORPORATION CHAIRMANSHIP FEE PLAN
                           (Full title of the plans)

                                ROBERT P. CAPPS
                        EXECUTIVE VICE PRESIDENT, CHIEF
                        FINANCIAL OFFICER AND TREASURER
                             2777 STEMMONS FREEWAY
                              DALLAS, TEXAS 75207
                    (Name and address of agent for service)

                                 (214) 640-6800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==============================================================================================================
         Title of                                 Proposed maximum     Proposed maximum
     securities to be          Amount to be        offering price          aggregate            Amount of
        registered             registered(1)          per share         offering price      registration fee
- --------------------------------------------------------------------------------------------------------------
 <S>                           <C>                     <C>                <C>                  <C>
 Common Stock,                    33,335(2)            $2.34              $   78,004           $    27.00(3)
 $.01 par value                   10,000(2)            $2.38              $   23,800           $     9.00(3)
                                  50,000(2)            $2.50              $  125,600           $    44.00(3)
                                 151,332(2)            $2.63              $  398,004           $   138.00(3)
                                 987,500(2)            $2.75              $2,681,250           $   925.00(3)
                                  95,274(2)            $3.45              $  328,694           $   114.00(3)
                                  22,671(2)            $4.20              $   95,219           $    33.00(3)
                               2,549,888(2)(4)         $2.3125            $5,896,616           $ 2,034.00(5)
                                  10,000(6)            $2.3125            $   23,125           $     8.00(5)
                               ---------                                                       ----------
     Total:                    3,910,000                                                       $ 3,332.00
==============================================================================================================
</TABLE>


    (1)  There is also being registered hereunder such additional
         undeterminable number of shares of Common Stock which may be issued
         from time to time as a result of stock dividends and stock splits with
         respect to the Common Stock.
    (2)  Shares issuable pursuant to awards granted or to be granted under the
         1992 Equity Incentive Plan.
    (3)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         as amended (the "Securities Act"), on the basis of the price at which
         the options are exercisable.
    (4)  Includes 24,000 shares being offered pursuant to the reoffer 
         prospectus included herein.
    (5)  Estimated pursuant to Rule 457(h) and (c) under the Securities Act
         solely for the purpose of calculating the registration fee on the
         basis of the average price of the Common Stock on November 28, 1994.
    (6)  Shares issuable pursuant to the Chairmanship Fee Plan. Includes 1,332
         shares being offered pursuant to the reoffer prospectus included 
         herein.

================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information called for in Part I of
Form S-8 will be provided to participants in the Hadson Corporation 1992 Equity
Incentive Plan, as amended and restated as of March 9, 1994 (the "Equity
Incentive Plan"), adopted by Hadson Corporation, a Delaware corporation (the
"Company"), or the Hadson Corporation Chairmanship Fee Plan (the "Chairmanship
Fee Plan"), as applicable. Such information is not being filed with or included 
in this registration statement in accordance with the rules and regulations of 
the Securities and Exchange Commission (the "Commission").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission, and the information
included therein, are incorporated herein by reference:

         (1)     The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1993.

         (2)     The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended March 31, 1994, June 30, 1994 and September 30, 1994.

         (3)     Amendment No. 1 to the Company's Registration Statement on
                 Form 8-A/A (File No. 1-9891) filed with the Commission on
                 March 28, 1994.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.  Upon the written or oral request of any person to whom a copy of
this registration statement has been delivered, the Company will provide
without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by
reference into such documents) that have been incorporated by reference into
this registration statement but not delivered herewith.  Requests for such
documents should be addressed to:

                               Hadson Corporation
                              Attention: Secretary
                             2777 Stemmons Freeway
                              Dallas, Texas 75207
                                 (214) 640-6800




                                      -2-
<PAGE>   3
ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Restated Certificate of Incorporation of the Company (the
"Restated Certificate") includes a provision that eliminates the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of such person's fiduciary duty as a director except for (i) any
breach of the duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) payment of an improper dividend or improper
repurchase of the Company's stock under Section 174 of the DGCL, or (iv) any
transaction from which the director derived an improper personal benefit.  The
Restated Certificate further provides that in the event the DGCL is amended to
allow the further elimination or limitation of the personal liability of
directors, then the liability of the Company's directors shall be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.

         Section 145 of the DGCL permits a corporation to indemnify certain
persons, including officers and directors, who are (or are threatened to be
made) parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such suit or proceeding, provided such officer, director,
employee or agent acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the corporation's best interests and, for
criminal proceedings, provided such person had no reasonable cause to believe
that his or her conduct was unlawful.

         The DGCL further permits a corporation to indemnify certain persons,
including officers and directors, who are (or are threatened to be made)
parties to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of their
being officers or directors of the corporation.  The indemnity may include
expenses (including attorneys' fees) actually and reasonably incurred by the
director or officer, provided the officer or director acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests.  However, no such person will be indemnified as
to matters for which such person is found to be liable to the corporation
unless, and only to the extent that, indemnification is ordered by a court.

         The Restated Certificate provides that the Company shall, to the
fullest extent permitted by Section 145 of the DGCL, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.  In
addition, the Company has entered into an indemnity agreement (the "Indemnity
Agreement") with one of its officers providing for indemnification of such
person in such person's capacity as an officer of the Company and as an officer
or director of any corporation or other enterprise of which such person is
serving as such at the request of the Company or an affiliate of the Company
(as defined in the Indemnity Agreement), in the interest of such entities or
for the convenience of such entities.  The Indemnity Agreement, among other
things, provides for indemnification for expenses actually and reasonably
incurred in connection with the investigation, defense or appeal of an action,
proceeding or suit where the person indemnified maintained certain standards of
due care in the performance of such person's duties; prohibits indemnification
of deceased individuals where a court of competent jurisdiction has determined
that such person defrauded, stole or converted to such person's personal use
and benefit business or properties of the Company or such other corporation or
enterprise or was guilty of gross negligence or willful misconduct of a
culpable nature with respect to the Company or such other corporation or
enterprise; provides, under certain circumstances, for partial indemnification;
and provides for advance payments of judgments, fines or amounts paid in
settlement of actions, suits and proceedings covered by the Indemnity
Agreement.





                                      -3-
<PAGE>   4
         Delaware corporations also are authorized to obtain insurance to
protect directors and officers from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers.  The
Company currently has in effect a directors' and officers' liability insurance
policy providing aggregate coverage in the amount of $10 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  The restricted securities to be
reoffered or resold hereby were acquired by certain directors of the Company
pursuant to the Equity Incentive Plan and the Chairmanship Fee Plan in 
transactions not involving a public offering that were exempt from the 
registration requirements of the Securities Act pursuant to Section 4(2) 
thereof.

ITEM 8.  EXHIBITS.  The following exhibits are filed herewith:

     Exhibit
     Number                            Description
     ------                            -----------
       4.1        Restated  Certificate  of  Incorporation of  the  Company
                  (filed  as  Exhibit  4.1 to  the Company's Registration
                  Statement  on Form S-3,  File No. 33-51373, and  incorporated
                  herein by reference)

       4.2        Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company

       4.3        Amended  and  Restated Bylaws  of  the  Company (filed  as
                  Exhibit  4.2  to the  Company's Registration  Statement  on
                  Form  S-3,  File  No.  33-51373,  and  incorporated herein
                  by reference)

       4.4        Specimen  certificate of  the Common  Stock of  the Company
                  (filed as  Exhibit 4.3  to the Company's Registration
                  Statement on Form  S-3, File No. 33-51373,  and incorporated
                  herein by reference)

       5.1        Opinion  of Vinson &  Elkins L.L.P. with respect  to the
                  legality  of the shares  of Common Stock registered hereby

      23.1        Consent of Price Waterhouse

      23.2        Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto)

      24.1        Power of Attorney

      99.1        Hadson Corporation 1992 Equity Incentive Plan as amended and
                  restated as of March 9, 1994

      99.2        Hadson Corporation Chairmanship Fee Plan

      99.3        Reoffer Prospectus

ITEM 9.  UNDERTAKINGS.

         (1)     The undersigned registrant hereby undertakes:

                 (a)      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;

                          (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;





                                      -4-
<PAGE>   5
                          (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)(a)(i) and (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 with or
         furnished to the Commission by the registrant pursuant to Section 13
         or Section 15(d) of the Exchange Act that are incorporated by
         reference in the registration statement.

                 (b)      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.

                 (c)      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.

         (2)     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 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.

         (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.





                                      -5-
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on the 30th day of November,
1994.

                                              HADSON CORPORATION


                                              By:  /s/    ROBERT P. CAPPS
                                                  ______________________________
                                                          Robert P. Capps
                                                 Executive Vice President, Chief
                                                 Financial Officer and Treasurer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
                  Signature                                    Title                            Date
        <S>                                    <C>                                        <C>
           /s/ GREG G. JENKINS                 President, Chief Executive Officer      
        _____________________________          and Director                               November 30, 1994
               Greg G. Jenkins                 (Principal Executive Officer)           
                                                                                       
                                                                                       
          /s/  ROBERT P. CAPPS                 Executive Vice President, Chief         
        _____________________________          Financial Officer and Treasurer            November 30, 1994
               Robert P. Capps                 (Principal Financial Officer)           
                                                                                       
                                                                                       
          /s/ RICHARD N. COFFMAN               Controller                              
        _____________________________          (Principal Accounting Officer)             November 30, 1994
              Richard N. Coffman                                                       
                                                                                       
                                                                                       
                                                                                       
                 J.E. CANNON*                  Chairman of the Board of Directors                          
        _____________________________                                                     November 30, 1994
                 J.E. Cannon                                                                               
                                                                                                           
                                                                                                           
              J. MICHAEL ADCOCK*               Director                                                    
        _____________________________                                                     November 30, 1994
              J. Michael Adcock                                                                            
                                                                                                           
                                                                                                           
                 R.A. WALKER*                  Director                                                    
         _____________________________                                                    November 30, 1994
                 R.A. Walker                                                                               
                                                                                                           
                                                                                                           
              J. FRANK HAASBEEK*               Director                                                    
        _____________________________                                                     November 30, 1994
              J. Frank Haasbeek                                                                            
                                                                                                           
                                                                                                           
               JAMES L. PAYNE*                 Director                                                    
        _____________________________                                                     November 30, 1994
                James L. Payne                                                                             
                                                                                                           
             MICHAEL J. ROSINSKI*              Director                                                    
        _____________________________                                                     November 30, 1994
             Michael J. Rosinski                                                                           
</TABLE>                                       





                                      -6-
<PAGE>   7
<TABLE>
<CAPTION>
                  Signature                              Title                                Date
                <S>                            <C>                                        <C>
                B.M. THOMPSON*                 Director                                   November 30, 1994
          ___________________________
                B.M. Thompson
</TABLE>




*By /s/  Robert P. Capps
    ___________________________
         Robert P. Capps
         Attorney-in-Fact





                                      -7-
<PAGE>   8
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

     Exhibit
     Number                     Description
     ------                     -----------
       <S>        <C>
       4.1        Restated  Certificate of  Incorporation  of the  Company
                  (filed  as Exhibit  4.1  to the Company's Registration
                  Statement on Form S-3,  File No. 33-51373, and incorporated
                  herein by reference)

       4.2        Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company

       4.3        Amended  and  Restated Bylaws  of the  Company  (filed as
                  Exhibit  4.2 to  the Company's Registration  Statement on
                  Form  S-3,  File No.  33-51373,  and incorporated  herein  by
                  reference)

       4.4        Specimen certificate  of the Common  Stock of the  Company
                  (filed  as Exhibit 4.3 to  the Company's Registration
                  Statement on Form  S-3, File No. 33-51373, and incorporated
                  herein by reference)

       5.1        Opinion of Vinson  & Elkins L.L.P. with respect to  the
                  legality of the  shares of Common Stock registered hereby

      23.1        Consent of Price Waterhouse

      23.2        Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto) 

      24.1        Power of Attorney

      99.1        Hadson Corporation  1992 Equity Incentive  Plan as amended
                  and restated  as of March  9, 1994

      99.2        Hadson Corporation Chairmanship Fee Plan

      99.3        Reoffer Prospectus



</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27566}]
{"company-data": {"conformed-name": "HADSON CORP", "cik": "0000044801", "assigned-sic": "4922", "irs-number": "310679954", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56725", "film-number": "94563160"}, "business-address": {"street1": "101 PARK AVE", "street2": "14TH FL", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102", "phone": "4052359531"}, "mail-address": {"street1": "101 PARK AVENUE, SUITE 1400", "street2": "14TH FL", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102"}, "former-company": {"former-conformed-name": "HADSON PETROLEUM CORP", "date-changed": "19880508"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1994

                                                        Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               _________________

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

                               HADSON CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                              31-0679954
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)
                              
                 
                        2777 STEMMONS FREEWAY, SUITE 700
                              DALLAS, TEXAS 75207
          (Address of principal executive offices, including zip code)

                              ____________________

                 HADSON CORPORATION 1992 EQUITY INCENTIVE PLAN
                    HADSON CORPORATION CHAIRMANSHIP FEE PLAN
                           (Full title of the plans)

                                ROBERT P. CAPPS
                        EXECUTIVE VICE PRESIDENT, CHIEF
                        FINANCIAL OFFICER AND TREASURER
                             2777 STEMMONS FREEWAY
                              DALLAS, TEXAS 75207
                    (Name and address of agent for service)

                                 (214) 640-6800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
         Title of                                 Proposed maximum     Proposed maximum
     securities to be          Amount to be        offering price          aggregate            Amount of
        registered             registered(1)          per share         offering price      registration fee
- --------------------------------------------------------------------------------------------------------------
Common Stock,                    33,335(2)            $2.34              $   78,004           $    27.00(3)
 $.01 par value                   10,000(2)            $2.38              $   23,800           $     9.00(3)
                                  50,000(2)            $2.50              $  125,600           $    44.00(3)
                                 151,332(2)            $2.63              $  398,004           $   138.00(3)
                                 987,500(2)            $2.75              $2,681,250           $   925.00(3)
                                  95,274(2)            $3.45              $  328,694           $   114.00(3)
                                  22,671(2)            $4.20              $   95,219           $    33.00(3)
                               2,549,888(2)(4)         $2.3125            $5,896,616           $ 2,034.00(5)
                                  10,000(6)            $2.3125            $   23,125           $     8.00(5)
                               ---------                                                       ----------
     Total:                    3,910,000                                                       $ 3,332.00
==============================================================================================================
(1)  There is also being registered hereunder such additional
         undeterminable number of shares of Common Stock which may be issued
         from time to time as a result of stock dividends and stock splits with
         respect to the Common Stock.
    (2)  Shares issuable pursuant to awards granted or to be granted under the
         1992 Equity Incentive Plan.
    (3)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         as amended (the "Securities Act"), on the basis of the price at which
         the options are exercisable.
    (4)  Includes 24,000 shares being offered pursuant to the reoffer 
         prospectus included herein.
    (5)  Estimated pursuant to Rule 457(h) and (c) under the Securities Act
         solely for the purpose of calculating the registration fee on the
         basis of the average price of the Common Stock on November 28, 1994.
    (6)  Shares issuable pursuant to the Chairmanship Fee Plan. Includes 1,332
         shares being offered pursuant to the reoffer prospectus included 
         herein.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information called for in Part I of
Form S-8 will be provided to participants in the Hadson Corporation 1992 Equity
Incentive Plan, as amended and restated as of March 9, 1994 (the "Equity
Incentive Plan"), adopted by Hadson Corporation, a Delaware corporation (the
"Company"), or the Hadson Corporation Chairmanship Fee Plan (the "Chairmanship
Fee Plan"), as applicable. Such information is not being filed with or included 
in this registration statement in accordance with the rules and regulations of 
the Securities and Exchange Commission (the "Commission").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission, and the information
included therein, are incorporated herein by reference:

         (1)     The Company's Annual Report on Form 10-K for the year ended
                 December 31, 1993.

         (2)     The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended March 31, 1994, June 30, 1994 and September 30, 1994.

         (3)     Amendment No. 1 to the Company's Registration Statement on
                 Form 8-A/A (File No. 1-9891) filed with the Commission on
                 March 28, 1994.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.  Upon the written or oral request of any person to whom a copy of
this registration statement has been delivered, the Company will provide
without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by
reference into such documents) that have been incorporated by reference into
this registration statement but not delivered herewith.  Requests for such
documents should be addressed to:

                               Hadson Corporation
                              Attention: Secretary
                             2777 Stemmons Freeway
                              Dallas, Texas 75207
                                 (214) 640-6800

                                      -2-
3
ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), the Restated Certificate of Incorporation of the Company (the
"Restated Certificate") includes a provision that eliminates the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of such person's fiduciary duty as a director except for (i) any
breach of the duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) payment of an improper dividend or improper
repurchase of the Company's stock under Section 174 of the DGCL, or (iv) any
transaction from which the director derived an improper personal benefit.  The
Restated Certificate further provides that in the event the DGCL is amended to
allow the further elimination or limitation of the personal liability of
directors, then the liability of the Company's directors shall be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.

         Section 145 of the DGCL permits a corporation to indemnify certain
persons, including officers and directors, who are (or are threatened to be
made) parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such suit or proceeding, provided such officer, director,
employee or agent acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the corporation's best interests and, for
criminal proceedings, provided such person had no reasonable cause to believe
that his or her conduct was unlawful.

         The DGCL further permits a corporation to indemnify certain persons,
including officers and directors, who are (or are threatened to be made)
parties to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of their
being officers or directors of the corporation.  The indemnity may include
expenses (including attorneys' fees) actually and reasonably incurred by the
director or officer, provided the officer or director acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests.  However, no such person will be indemnified as
to matters for which such person is found to be liable to the corporation
unless, and only to the extent that, indemnification is ordered by a court.

         The Restated Certificate provides that the Company shall, to the
fullest extent permitted by Section 145 of the DGCL, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.  In
addition, the Company has entered into an indemnity agreement (the "Indemnity
Agreement") with one of its officers providing for indemnification of such
person in such person's capacity as an officer of the Company and as an officer
or director of any corporation or other enterprise of which such person is
serving as such at the request of the Company or an affiliate of the Company
(as defined in the Indemnity Agreement), in the interest of such entities or
for the convenience of such entities.  The Indemnity Agreement, among other
things, provides for indemnification for expenses actually and reasonably
incurred in connection with the investigation, defense or appeal of an action,
proceeding or suit where the person indemnified maintained certain standards of
due care in the performance of such person's duties; prohibits indemnification
of deceased individuals where a court of competent jurisdiction has determined
that such person defrauded, stole or converted to such person's personal use
and benefit business or properties of the Company or such other corporation or
enterprise or was guilty of gross negligence or willful misconduct of a
culpable nature with respect to the Company or such other corporation or
enterprise; provides, under certain circumstances, for partial indemnification;
and provides for advance payments of judgments, fines or amounts paid in
settlement of actions, suits and proceedings covered by the Indemnity
Agreement.

                                      -3-
4
         Delaware corporations also are authorized to obtain insurance to
protect directors and officers from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers.  The
Company currently has in effect a directors' and officers' liability insurance
policy providing aggregate coverage in the amount of $10 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  The restricted securities to be
reoffered or resold hereby were acquired by certain directors of the Company
pursuant to the Equity Incentive Plan and the Chairmanship Fee Plan in 
transactions not involving a public offering that were exempt from the 
registration requirements of the Securities Act pursuant to Section 4(2) 
thereof.

ITEM 8.  EXHIBITS.  The following exhibits are filed herewith:

     Exhibit
     Number                            Description
     ------                            -----------
       4.1        Restated  Certificate  of  Incorporation of  the  Company
                  (filed  as  Exhibit  4.1 to  the Company's Registration
                  Statement  on Form S-3,  File No. 33-51373, and  incorporated
                  herein by reference)

       4.2        Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company

       4.3        Amended  and  Restated Bylaws  of  the  Company (filed  as
                  Exhibit  4.2  to the  Company's Registration  Statement  on
                  Form  S-3,  File  No.  33-51373,  and  incorporated herein
                  by reference)

       4.4        Specimen  certificate of  the Common  Stock of  the Company
                  (filed as  Exhibit 4.3  to the Company's Registration
                  Statement on Form  S-3, File No. 33-51373,  and incorporated
                  herein by reference)

       5.1        Opinion  of Vinson &  Elkins L.L.P. with respect  to the
                  legality  of the shares  of Common Stock registered hereby

      23.1        Consent of Price Waterhouse

      23.2        Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto)

      24.1        Power of Attorney

      99.1        Hadson Corporation 1992 Equity Incentive Plan as amended and
                  restated as of March 9, 1994

      99.2        Hadson Corporation Chairmanship Fee Plan

      99.3        Reoffer Prospectus

ITEM 9.  UNDERTAKINGS.

         (1)     The undersigned registrant hereby undertakes:

                 (a)      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;

                          (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;

                                      -4-
5
                          (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)(a)(i) and (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 with or
         furnished to the Commission by the registrant pursuant to Section 13
         or Section 15(d) of the Exchange Act that are incorporated by
         reference in the registration statement.

                 (b)      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.

                 (c)      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.

         (2)     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 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.

         (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      -5-
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Dallas, State of Texas, on the 30th day of November,
1994.

                                              HADSON CORPORATION

                                              By:  /s/    ROBERT P. CAPPS
                                                  ______________________________
                                                          Robert P. Capps
                                                 Executive Vice President, Chief
                                                 Financial Officer and Treasurer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                    Title                            Date
/s/ GREG G. JENKINS                 President, Chief Executive Officer      
        _____________________________          and Director                               November 30, 1994
               Greg G. Jenkins                 (Principal Executive Officer)           
                                                                                       
                                                                                       
          /s/  ROBERT P. CAPPS                 Executive Vice President, Chief         
        _____________________________          Financial Officer and Treasurer            November 30, 1994
               Robert P. Capps                 (Principal Financial Officer)           
                                                                                       
                                                                                       
          /s/ RICHARD N. COFFMAN               Controller                              
        _____________________________          (Principal Accounting Officer)             November 30, 1994
              Richard N. Coffman                                                       
                                                                                       
                                                                                       
                                                                                       
                 J.E. CANNON*                  Chairman of the Board of Directors                          
        _____________________________                                                     November 30, 1994
                 J.E. Cannon                                                                               
                                                                                                           
                                                                                                           
              J. MICHAEL ADCOCK*               Director                                                    
        _____________________________                                                     November 30, 1994
              J. Michael Adcock                                                                            
                                                                                                           
                                                                                                           
                 R.A. WALKER*                  Director                                                    
         _____________________________                                                    November 30, 1994
                 R.A. Walker                                                                               
                                                                                                           
                                                                                                           
              J. FRANK HAASBEEK*               Director                                                    
        _____________________________                                                     November 30, 1994
              J. Frank Haasbeek                                                                            
                                                                                                           
                                                                                                           
               JAMES L. PAYNE*                 Director                                                    
        _____________________________                                                     November 30, 1994
                James L. Payne                                                                             
                                                                                                           
             MICHAEL J. ROSINSKI*              Director                                                    
        _____________________________                                                     November 30, 1994
             Michael J. Rosinski
-6-
7
Signature                              Title                                Date
B.M. THOMPSON*                 Director                                   November 30, 1994
          ___________________________
                B.M. Thompson
*By /s/  Robert P. Capps
    ___________________________
         Robert P. Capps
         Attorney-in-Fact

                                      -7-
8
                                 EXHIBIT INDEX
Exhibit
     Number                     Description
     ------                     -----------
4.1        Restated  Certificate of  Incorporation  of the  Company
                  (filed  as Exhibit  4.1  to the Company's Registration
                  Statement on Form S-3,  File No. 33-51373, and incorporated
                  herein by reference)

       4.2        Certificate of Amendment to Restated Certificate of
                  Incorporation of the Company

       4.3        Amended  and  Restated Bylaws  of the  Company  (filed as
                  Exhibit  4.2 to  the Company's Registration  Statement on
                  Form  S-3,  File No.  33-51373,  and incorporated  herein  by
                  reference)

       4.4        Specimen certificate  of the Common  Stock of the  Company
                  (filed  as Exhibit 4.3 to  the Company's Registration
                  Statement on Form  S-3, File No. 33-51373, and incorporated
                  herein by reference)

       5.1        Opinion of Vinson  & Elkins L.L.P. with respect to  the
                  legality of the  shares of Common Stock registered hereby

      23.1        Consent of Price Waterhouse

      23.2        Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto) 

      24.1        Power of Attorney

      99.1        Hadson Corporation  1992 Equity Incentive  Plan as amended
                  and restated  as of March  9, 1994

      99.2        Hadson Corporation Chairmanship Fee Plan

      99.3        Reoffer Prospectus