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

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

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

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

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

                             COOPER INDUSTRIES, INC.
              AMENDED AND RESTATED MANAGEMENT ANNUAL INCENTIVE PLAN
                            (Full Title of the Plan)
                              --------------------

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===============================================================================================
                                                               Proposed      Proposed
                                                               Maximum        Maximum
Title of Securities          Amount             Offering      Aggregate      Amount of
      to be                   to be            Price Per      Offering     Registration
    Registered             Registered(1)         Share          Price          Fee

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

<S>                        <C>                 <C>           <C>             <C>      
Common Stock, $5.00        500,000 Shs         $64.09(2)     $32,045,000     $9,453.28
   Par Value
===============================================================================================
</TABLE>


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

(2)  Average of high and low prices of such stock on the New York Stock Exchange
     on April 27, 1998.





<PAGE>   2

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.

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

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

Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

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

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


                                      II-1


<PAGE>   3







Item 6.           Indemnification of Directors and Officers.

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

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

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

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

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

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

         4.3      Amended and Restated Management Annual Incentive Plan.

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

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

         23.2     Consent of Ernst & Young LLP, Independent Auditors.

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


                                      II-2
<PAGE>   4




Item 9.           Undertakings.

         "The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.



                                      II-3

<PAGE>   5

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-4
<PAGE>   6




                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on April 28, 1998.

                                 COOPER INDUSTRIES, INC.



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


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of them,
with full power of substitution, to execute in the name and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

<TABLE>


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


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



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



 /s/ WARREN L. BATTS                       Director                               April 28, 1998
------------------------------
     Warren L. Batts

</TABLE>




                                      II-5
<PAGE>   7

<TABLE>


<S>                                        <C>                                     <C> 
 /s/ALAIN J.P. BELDA                       Director                               April 28, 1998
------------------------------
    Alain J.P. Belda



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



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



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



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



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



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



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



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



 /s/ JAMES R. WILSON                       Director                               April 28, 1998
------------------------------
     James R. Wilson

</TABLE>



                                      II-6


<PAGE>   8

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>

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

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

4.3                    Amended and Restated Management Annual Incentive Plan.

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

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

23.2                   Consent of Ernst & Young LLP, Independent Auditors.

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

</TABLE>


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "COOPER INDUSTRIES, INC.", "secsgml_size_bytes": 18866}]
{"company-data": {"conformed-name": "COOPER INDUSTRIES INC", "cik": "0000024454", "assigned-sic": "3640", "irs-number": "314156620", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51441", "film-number": "98606641"}, "business-address": {"street1": "600 TRAVIS, SUITE 5800", "street2": "FIRST CITY TWR", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132098400"}, "mail-address": {"street1": "P.O. BOX 4446", "city": "HOUSTON", "state": "TX", "zip": "77210"}, "former-company": {"former-conformed-name": "COOPER BESSEMER CORP", "date-changed": "19710505"}}
1
     As filed with the Securities and Exchange Commission on April 30, 1998

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

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

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

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

                             COOPER INDUSTRIES, INC.
              AMENDED AND RESTATED MANAGEMENT ANNUAL INCENTIVE PLAN
                            (Full Title of the Plan)
                              --------------------

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

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                                               Proposed      Proposed
                                                               Maximum        Maximum
Title of Securities          Amount             Offering      Aggregate      Amount of
      to be                   to be            Price Per      Offering     Registration
    Registered             Registered(1)         Share          Price          Fee

-----------------------------------------------------------------------------------------------
Common Stock, $5.00        500,000 Shs         $64.09(2)     $32,045,000     $9,453.28
   Par Value
===============================================================================================
(1)  Includes an undeterminable number of additional shares which may become
     issuable pursuant to antidilution provisions of the Plan.

(2)  Average of high and low prices of such stock on the New York Stock Exchange
     on April 27, 1998.
2

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

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

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

Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

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

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

                                      II-1
3

Item 6.           Indemnification of Directors and Officers.

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

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

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

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

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

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

         4.3      Amended and Restated Management Annual Incentive Plan.

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

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

         23.2     Consent of Ernst & Young LLP, Independent Auditors.

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

                                      II-2
4

Item 9.           Undertakings.

         "The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

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

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                      II-3
5

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
6

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on April 28, 1998.

                                 COOPER INDUSTRIES, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Diane K. Schumacher and Karen E. Herbert and each of them,
with full power of substitution, to execute in the name and on behalf of such
person any amendment (including any post-effective amendment) to this
Registration Statement, to file the same with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as such person might or could do in person thereby
ratifying and confirming all that said attorneys-in-fact or either of them, or
their respective substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ H. JOHN RILEY, JR.                    Chairman, President and                 April 28, 1998
------------------------------             Chief Executive Officer  
     H. John Riley, Jr.                    (Director and Principal      
                                            Executive Officer)         
                                                      

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

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

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

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

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

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

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

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

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

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

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

 /s/ JAMES R. WILSON                       Director                               April 28, 1998
------------------------------
     James R. Wilson
II-6
8

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

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

4.3                    Amended and Restated Management Annual Incentive Plan.

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

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

23.2                   Consent of Ernst & Young LLP, Independent Auditors.

24.1                   Powers of Attorney from members of the Company's Board of
                       Directors (included on Pages II-5 and II- 6).
II-7