<PAGE>   1
                                                 


    As filed with the Securities and Exchange Commission on July 15, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 ---------------
                          THE STANDARD PRODUCTS COMPANY
             (Exact name of registrant as specified in its charter)

           Ohio                                      33-0549970
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                2401 South Gulley Road, Dearborn, Michigan, 48124
               (Address of Principal Executive Offices)(Zip Code)

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

          THE STANDARD PRODUCTS COMPANY 1997 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 ---------------
                               RICHARD N. JACOBSON
                                    Secretary
                          The Standard Products Company
                             2401 South Gulley Road
                            Dearborn, Michigan 48124
                     (Name and address of agent for service)

                                 (313) 561-1100
          (Telephone number, including area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===========================================================================================================================
Title of                       Amount                Proposed                  Proposed                   Amount of
securities to                  to be                 maximum offering          maximum aggregate          registration
be registered                  registered            price per share           offering price             fee
---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                        <C>                       <C>   
Common Shares
$1 par value                   350,000(1)            $29.375(2)                  $10,281,520               $3,115

===========================================================================================================================
<FN>

(1)      Also includes an indeterminable number of additional shares that may
         become issuable pursuant to the antidilution provisions of the Plan.
(2)      Estimated in accordance with Rule 457 of the Securities Act of 1933
         solely for the purpose of determining the registration fee. The fee
         with respect to 350,000 shares is based on $29.375, the average of the
         high and low sale prices on July 6, 1998 of the registrant's Common
         Shares as reported on the New York Stock Exchange.

</TABLE>


<PAGE>   2





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  The Common Shares registered by The Standard Products Company
(the "Company") pursuant to this Registration Statement will be issued under The
Standard Products Company 1997 Employee Stock Option Plan (the "Plan").

Item 3. Incorporation of Documents by Reference.

                  The documents listed in (a) through (d) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
         year ended June 30, 1997;

                  (b) All other reports filed by the Registrant pursuant to
         Section 13(a) or 15(d) of the Exchange Act since June 30, 1997,
         including the Forms 10-Q for the quarters ended September 30, 1997,
         December 31, 1997, and March 31, 1998;

                  (c) The information contained in the Company's Proxy Statement
         dated September 16, 1997 for its Annual Meeting of Shareholders held on
         October 21, 1997 that has been incorporated by reference in the 1997
         Form 10-K and was filed with the Commission on Schedule 14A on
         September 16, 1997; and

                  (d) The description of the Company's Common Shares contained
         in a registration statement filed with the Securities and Exchange
         Commission under the Exchange Act, including any amendment or report
         filed for the purpose of updating such description.



Item 5. Interests of Named Experts and Counsel.

                  The legality of the Common Shares offered hereby has been
passed upon for the Company by Richard N. Jacobson, Esquire, General Counsel of
the Company.



                                      II-1

<PAGE>   3






Item 6. Indemnification of Directors and Officers.

                  Section 1701.13(E) of the Ohio Revised Code sets forth
conditions and limitations governing the indemnification of officers, directors,
and other persons.

                  Article VI, Section 1 of the Amended Code of Regulations, as
amended, of the Company contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
The Company's Amended Code of Regulations, as amended, provides for the
indemnification of its officers, directors and employees, and officers,
directors and employees of other corporations, partnerships, joint ventures,
trusts or other enterprises serving at the request of the Company against
expenses (including attorneys' fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending, or completed action, suit, or proceeding whether civil,
criminal, administrative or investigative, including all appeals, to which they
were or are parties or are threatened to be made parties by reason of acting in
such capacities, provided that it is determined, either (1) by a majority vote
of a quorum of disinterested directors of the Company, (2) by a majority vote of
the shareholders of the Company, or (3) otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; and (c)
with respect to any criminal action or proceeding, that they had no reasonable
cause to believe that their conduct was unlawful. Section 1701.13(E) provides
that to the extent a director, officer, employee, or other person has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, he shall be indemnified against expense reasonably incurred in
connection therewith. At present there are no claims, actions, suits or
proceedings pending where indemnification would be required under these
provisions, and the Company does not know of any threatened claims, actions,
suits or proceedings which may result in a request for such indemnification.

                  The Registrant is permitted by its Code of Regulations to
maintain insurance on behalf of its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.


                                      II-2

<PAGE>   4






Item 8. Exhibits.

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

4(a)                The Standard Products Company 1997 Employee Stock Option 
                    Plan

4(b)                Amended and Restated Articles of Incorporation of The 
                    Standard Products Company(1)

4(c)                Amended Code of Regulations of The Standard Products Company
                    (2)

5                   Opinion of Richard N. Jacobson, Esquire as to legality of 
                    the Common Shares being registered

23(a)               Consent of Arthur Andersen LLP

23(b)               Consent of Richard N. Jacobson, Esquire (included in 
                    Opinion filed as Exhibit 5 hereto)




----------
(1)      Incorporated by reference from the Quarterly Report on Form 10-Q filed 
         on November 1, 1993, Exhibit 3a therein.

(2)      Incorporated by reference from Form S-3 Registration Statement No. 
         33-62054 filed on May 3, 1993, Exhibit 3.2 therein.



Item 9. Undertakings.

                  The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the registration
                           statement or any material change to such information
                           in the registration statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933 (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; and

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

                  The undersigned Registrant further 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

                                      II-3

<PAGE>   5



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.

                  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 provisions described under Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act 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.

                                      II-4

<PAGE>   6



                                   SIGNATURES


                  THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn and the State of Michigan on
this 14th day of July, 1998.

                                       THE STANDARD PRODUCTS COMPANY


                                       By   /s/ Ronald L. Roudebush
                                          ----------------------------------
                                           Ronald L. Roudebush, Vice Chairman
                                           and Chief Executive Officer

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ronald L. Roudebush, Donald R.
Sheley, Jr. and Richard N. Jacobson, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this registration
statement, and to file the same with all exhibits hereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on July 14, 1998 by the
following persons in the capacities indicated below.

             Signature                            Title
             ---------                            -----



         /s/ Ronald L. Roudebush              Director; Vice Chairman and Chief
----------------------------------            Executive Officer            
         Ronald L. Roudebush                  (Principal Executive Officer)
                                                                           

       /s/ James S. Reid, Jr.                 Director and Chairman
----------------------------------
         James S. Reid, Jr.


         /s/ Theodore K. Zampetis             Director; President and Chief
----------------------------------            Operating Officer
         Theodore K. Zampetis                                  


         /s/ Donald R. Sheley, Jr.            Vice President, Finance
----------------------------------            and Chief Financial Officer
         Donald R. Sheley, Jr.                (Principal Financial Officer)


         /s/ Bernard J. Theisen               Corporate Controller 
----------------------------------            (Principal Accounting Officer)
         Bernard J. Theisen                                                 
                                        


                                      II-5

<PAGE>   7




         /s/ James C. Baillie                  Director
----------------------------------
         James C. Baillie


         /s/ Edward B. Brandon                 Director
----------------------------------
         Edward B. Brandon


         /s/ John Doddridge                    Director
----------------------------------
         John Doddridge


                                               Director
----------------------------------
         John D. Drinko


         /s/ Curtis E. Moll                    Director
----------------------------------
         Curtis E. Moll


                                               Director
----------------------------------
         Malcolm R. Myers


                                               Director
----------------------------------
         Leigh H. Perkins


         /s/ Alfred M. Rankin, Jr.             Director
----------------------------------
         Alfred M. Rankin, Jr.


         /s/ Alan E. Riedel                    Director
----------------------------------
         Alan E. Riedel


         /s/ John D. Sigel                     Director
----------------------------------
         John D. Sigel


         /s/ W. Hayden Thompson                Director
----------------------------------
         W. Hayden Thompson

                                     II-6

<PAGE>   8



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

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            EXHIBIT DESCRIPTION
-------           -------------------
<S>               <C>
4(a)              The Standard Products Company 1997 Employee Stock Option Plan

4(b)              Amended and Restated Articles of Incorporation of The Standard
                  Products Company(1)

4(c)              Amended Code of Regulations of The Standard Products Company(2)

5                 Opinion of Richard N. Jacobson, Esquire as to legality of the Common 
                  Shares being registered

23(a)             Consent of Arthur Andersen LLP

23(b)             Consent of Richard N. Jacobson, Esquire (included in Opinion filed as
                  Exhibit 5 hereto)

<FN>
-------------
(1)      Incorporated by reference from the Quarterly Report on Form 10-Q filed 
         on November 1, 1993, Exhibit 3a therein.

(2)      Incorporated by reference from Form S-3 Registration Statement 
         No. 33-62054 filed on May 3, 1993, Exhibit 3.2 therein.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18787}]
{"company-data": {"conformed-name": "STANDARD PRODUCTS CO", "cik": "0000093448", "assigned-sic": "3714", "irs-number": "340549970", "state-of-incorporation": "OH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59105", "film-number": "98666282"}, "business-address": {"street1": "2401 S GULLEY ROAD", "city": "DEARBORN", "state": "MI", "zip": "48124", "phone": "2162818300"}, "mail-address": {"street1": "2401 S GULLEY RD", "city": "DEARBORN", "state": "MI", "zip": "48124"}}
1
                                                 

    As filed with the Securities and Exchange Commission on July 15, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 ---------------
                          THE STANDARD PRODUCTS COMPANY
             (Exact name of registrant as specified in its charter)

           Ohio                                      33-0549970
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                2401 South Gulley Road, Dearborn, Michigan, 48124
               (Address of Principal Executive Offices)(Zip Code)

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

          THE STANDARD PRODUCTS COMPANY 1997 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 ---------------
                               RICHARD N. JACOBSON
                                    Secretary
                          The Standard Products Company
                             2401 South Gulley Road
                            Dearborn, Michigan 48124
                     (Name and address of agent for service)

                                 (313) 561-1100
          (Telephone number, including area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of                       Amount                Proposed                  Proposed                   Amount of
securities to                  to be                 maximum offering          maximum aggregate          registration
be registered                  registered            price per share           offering price             fee
---------------------------------------------------------------------------------------------------------------------------
Common Shares
$1 par value                   350,000(1)            $29.375(2)                  $10,281,520               $3,115

===========================================================================================================================
(1)      Also includes an indeterminable number of additional shares that may
         become issuable pursuant to the antidilution provisions of the Plan.
(2)      Estimated in accordance with Rule 457 of the Securities Act of 1933
         solely for the purpose of determining the registration fee. The fee
         with respect to 350,000 shares is based on $29.375, the average of the
         high and low sale prices on July 6, 1998 of the registrant's Common
         Shares as reported on the New York Stock Exchange.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  The Common Shares registered by The Standard Products Company
(the "Company") pursuant to this Registration Statement will be issued under The
Standard Products Company 1997 Employee Stock Option Plan (the "Plan").

Item 3. Incorporation of Documents by Reference.

                  The documents listed in (a) through (d) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
         year ended June 30, 1997;

                  (b) All other reports filed by the Registrant pursuant to
         Section 13(a) or 15(d) of the Exchange Act since June 30, 1997,
         including the Forms 10-Q for the quarters ended September 30, 1997,
         December 31, 1997, and March 31, 1998;

                  (c) The information contained in the Company's Proxy Statement
         dated September 16, 1997 for its Annual Meeting of Shareholders held on
         October 21, 1997 that has been incorporated by reference in the 1997
         Form 10-K and was filed with the Commission on Schedule 14A on
         September 16, 1997; and

                  (d) The description of the Company's Common Shares contained
         in a registration statement filed with the Securities and Exchange
         Commission under the Exchange Act, including any amendment or report
         filed for the purpose of updating such description.

Item 5. Interests of Named Experts and Counsel.

                  The legality of the Common Shares offered hereby has been
passed upon for the Company by Richard N. Jacobson, Esquire, General Counsel of
the Company.

                                      II-1
3

Item 6. Indemnification of Directors and Officers.

                  Section 1701.13(E) of the Ohio Revised Code sets forth
conditions and limitations governing the indemnification of officers, directors,
and other persons.

                  Article VI, Section 1 of the Amended Code of Regulations, as
amended, of the Company contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
The Company's Amended Code of Regulations, as amended, provides for the
indemnification of its officers, directors and employees, and officers,
directors and employees of other corporations, partnerships, joint ventures,
trusts or other enterprises serving at the request of the Company against
expenses (including attorneys' fees), judgments, decrees, fines, penalties and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending, or completed action, suit, or proceeding whether civil,
criminal, administrative or investigative, including all appeals, to which they
were or are parties or are threatened to be made parties by reason of acting in
such capacities, provided that it is determined, either (1) by a majority vote
of a quorum of disinterested directors of the Company, (2) by a majority vote of
the shareholders of the Company, or (3) otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; and (c)
with respect to any criminal action or proceeding, that they had no reasonable
cause to believe that their conduct was unlawful. Section 1701.13(E) provides
that to the extent a director, officer, employee, or other person has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, he shall be indemnified against expense reasonably incurred in
connection therewith. At present there are no claims, actions, suits or
proceedings pending where indemnification would be required under these
provisions, and the Company does not know of any threatened claims, actions,
suits or proceedings which may result in a request for such indemnification.

                  The Registrant is permitted by its Code of Regulations to
maintain insurance on behalf of its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.

                                      II-2
4

Item 8. Exhibits.

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

4(a)                The Standard Products Company 1997 Employee Stock Option 
                    Plan

4(b)                Amended and Restated Articles of Incorporation of The 
                    Standard Products Company(1)

4(c)                Amended Code of Regulations of The Standard Products Company
                    (2)

5                   Opinion of Richard N. Jacobson, Esquire as to legality of 
                    the Common Shares being registered

23(a)               Consent of Arthur Andersen LLP

23(b)               Consent of Richard N. Jacobson, Esquire (included in 
                    Opinion filed as Exhibit 5 hereto)

----------
(1)      Incorporated by reference from the Quarterly Report on Form 10-Q filed 
         on November 1, 1993, Exhibit 3a therein.

(2)      Incorporated by reference from Form S-3 Registration Statement No. 
         33-62054 filed on May 3, 1993, Exhibit 3.2 therein.

Item 9. Undertakings.

                  The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in the registration
                           statement or any material change to such information
                           in the registration statement;

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933 (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; and

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

                  The undersigned Registrant further 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

                                      II-3
5

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.

                  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 provisions described under Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act 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.

                                      II-4
6

                                   SIGNATURES

                  THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn and the State of Michigan on
this 14th day of July, 1998.

                                       THE STANDARD PRODUCTS COMPANY

                                       By   /s/ Ronald L. Roudebush
                                          ----------------------------------
                                           Ronald L. Roudebush, Vice Chairman
                                           and Chief Executive Officer

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ronald L. Roudebush, Donald R.
Sheley, Jr. and Richard N. Jacobson, or any one of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all post-effective amendments to this registration
statement, and to file the same with all exhibits hereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on July 14, 1998 by the
following persons in the capacities indicated below.

             Signature                            Title
             ---------                            -----

         /s/ Ronald L. Roudebush              Director; Vice Chairman and Chief
----------------------------------            Executive Officer            
         Ronald L. Roudebush                  (Principal Executive Officer)
                                                                           

       /s/ James S. Reid, Jr.                 Director and Chairman
----------------------------------
         James S. Reid, Jr.

         /s/ Theodore K. Zampetis             Director; President and Chief
----------------------------------            Operating Officer
         Theodore K. Zampetis                                  

         /s/ Donald R. Sheley, Jr.            Vice President, Finance
----------------------------------            and Chief Financial Officer
         Donald R. Sheley, Jr.                (Principal Financial Officer)

         /s/ Bernard J. Theisen               Corporate Controller 
----------------------------------            (Principal Accounting Officer)
         Bernard J. Theisen                                                 
                                        

                                      II-5
7

         /s/ James C. Baillie                  Director
----------------------------------
         James C. Baillie

         /s/ Edward B. Brandon                 Director
----------------------------------
         Edward B. Brandon

         /s/ John Doddridge                    Director
----------------------------------
         John Doddridge

                                               Director
----------------------------------
         John D. Drinko

         /s/ Curtis E. Moll                    Director
----------------------------------
         Curtis E. Moll

                                               Director
----------------------------------
         Malcolm R. Myers

                                               Director
----------------------------------
         Leigh H. Perkins

         /s/ Alfred M. Rankin, Jr.             Director
----------------------------------
         Alfred M. Rankin, Jr.

         /s/ Alan E. Riedel                    Director
----------------------------------
         Alan E. Riedel

         /s/ John D. Sigel                     Director
----------------------------------
         John D. Sigel

         /s/ W. Hayden Thompson                Director
----------------------------------
         W. Hayden Thompson

                                     II-6
8

                                          EXHIBIT INDEX
                                          -------------
EXHIBIT
NUMBER            EXHIBIT DESCRIPTION
-------           -------------------
4(a)              The Standard Products Company 1997 Employee Stock Option Plan

4(b)              Amended and Restated Articles of Incorporation of The Standard
                  Products Company(1)

4(c)              Amended Code of Regulations of The Standard Products Company(2)

5                 Opinion of Richard N. Jacobson, Esquire as to legality of the Common 
                  Shares being registered

23(a)             Consent of Arthur Andersen LLP

23(b)             Consent of Richard N. Jacobson, Esquire (included in Opinion filed as
                  Exhibit 5 hereto)
-------------
(1)      Incorporated by reference from the Quarterly Report on Form 10-Q filed 
         on November 1, 1993, Exhibit 3a therein.

(2)      Incorporated by reference from Form S-3 Registration Statement 
         No. 33-62054 filed on May 3, 1993, Exhibit 3.2 therein.