<PAGE>   1

     As filed with the Securities and Exchange Commission on June 10, 1994

                                           Registration No. 33-_________________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

                               QUANEX CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>
     <S>                                                                    <C>
                     DELAWARE                                                    38-1872178
         (State or other jurisdiction of                                      (I.R.S. Employer
          incorporation or organization)                                    Identification No.)

         1900 WEST LOOP SOUTH, SUITE 1500                                          77027
                  HOUSTON, TEXAS                                                 (Zip Code)
     (Address of Principal Executive Offices)
</TABLE>

                               NICHOLS-HOMESHIELD
               401(K) SAVINGS PLAN FOR DAVENPORT HOURLY EMPLOYEES
                            (Full title of the plan)

                                 WAYNE M. ROSE
                               QUANEX CORPORATION
                        1900 WEST LOOP SOUTH, SUITE 1500
                             HOUSTON, TEXAS  77027
                    (Name and address of agent for service)

                                 (713) 961-4600
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             HARVA R. DOCKERY, ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS  77010-3095



<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                               Proposed
                                                               maximum        Proposed maximum    Amount of
                                            Amount to be    offering price       aggregate       registration
   Title of securities to be registered      registered       per share        offering price        fee
- -------------------------------------------------------------------------------------------------------------
 <S>                                         <C>              <C>                <C>                 <C>
 Common Stock, $.50 par value  . . . . .     100,000(1)       $20.125(2)         $2,012,500          $694

 Rights to purchase Series A Junior
 Participating Preferred Stock . . . . .     100,000(1)
=============================================================================================================
</TABLE>

(1)      Estimated number of shares that could be purchased with the
         participant contributions registered hereunder, based upon the price
         of the Common Stock set forth herein.
(2)      Pursuant to Rule 457(h), the proposed maximum offering price is
         estimated, solely for the purpose of determining the registration fee,
         on the basis of the average high and low prices of the Common Stock on
         the New York Stock Exchange Composite Tape on June 7, 1994.
                               ******************
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 401(k) savings plan described herein.
================================================================================
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          Incorporation of Documents by Reference.

                 Quanex Corporation (the "Company" or "Registrant") and the
Nichols-Homeshield 401(k) Savings Plan for Davenport Hourly Employees (the
"Plan") incorporate by reference in this Registration Statement the following
documents:

                          (a)     The Registrant's annual report on Form 10-K
                 for the year ended October 31, 1993, and the Plan's latest
                 annual report.

                          (b)     The Registrant's quarterly reports on Form
                 10-Q for the quarters ended January 31, 1994, and April 30,
                 1994.

                          (c)     All other reports filed by the Registrant and
                 the Plan pursuant to Section 13(a) or 15(d) of the Securities
                 Exchange Act of 1934, as amended (the "Exchange Act"), since
                 October 31, 1993.

                          (d)     The description of the Registrant's common
                 stock, $.50 par value (the "Common Stock"),  which is
                 contained in the Prospectus dated January 12, 1981, included
                 in the Registrant's Registration Statement (Registration No.
                 2-70313) and filed with the Securities and Exchange Commission
                 (the "Commission") pursuant to Rule 424(b) of the Securities
                 Act of 1933, as amended (the "Securities Act").

                          (e)     The description of the rights to purchase
                 Series A Junior Participating Preferred Stock (the "Rights")
                 is set forth in the Amended and Restated Certificate of
                 Designation, Preferences and Rights, filed as Exhibit 1 to
                 Amendment No. 1 to the Registrant's Form 8-A dated April 28,
                 1989.

                 All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the date of the filing hereof and  prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.

ITEM 4.          Description of Securities.

                 Not applicable.

ITEM 5.          Interests of Named Experts and Counsel.

                 Not applicable.





                                      -2-
<PAGE>   3


ITEM 6.          Indemnification of Directors and Officers.

                 Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to which he
is, or is threatened to be made, a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, in any
criminal proceeding, if such person had no reasonable cause to believe his
conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with respect to
any matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such indemnification is proper under the circumstances.

                 The Registrant's Restated Certificate of Incorporation, as
amended, eliminates the personal monetary liability of a director to the
Registrant and its stockholders for breach of his fiduciary duty of care as a
director to the extent currently allowed under the Delaware General Corporation
Law.  Article XVII of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) based on the payment of an improper dividend or
an improper repurchase of the Registrant's stock under Section 174 of the
General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit.

                 The Bylaws of the Registrant provide that, under certain
circumstances, the Registrant is required to indemnify any person who was, is,
or is threatened to be made a party in any action, suit or proceeding because
such person is or was a director or officer of the Registrant.  The
Registrant's Bylaws were amended in February 1987 to provide for
indemnification by the Registrant of its officers and directors to the fullest
extent authorized by the General Corporation Law of the State of Delaware.
This right to indemnification under the Registrant's Bylaws is a contract
right, and requires the Registrant to provide for the payment of expenses in
advance of the final disposition of any suit or proceeding brought against the
director or officer of the Registrant in his official capacity as such,
provided that such director or officer delivers to the Registrant an
undertaking to repay any amounts advanced if it is ultimately determined that
such director or officer is not entitled to indemnification.  The Registrant
also maintains a directors' and officers' liability insurance policy.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.





                                      -3-
<PAGE>   4


ITEM 7.          Exemption from Registration Claimed.

                 Not applicable.

ITEM 8.          Exhibits.

                 4.1      Certificate of Incorporation of the Registrant, as
                          amended, filed as Exhibit 3.1 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          October 31, 1987, and incorporated herein by
                          reference.

                 4.2      Amended and Restated Bylaws of the Registrant, as
                          amended through October 21, 1992, filed as Exhibit
                          3.2 to the Registrant's Annual Report on Form 10-K
                          for the fiscal year ended October 31, 1992, and
                          incorporated herein by reference.

                 4.3      Form of Registrant's Common Stock certificate, filed
                          as Exhibit 4.1 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1987,
                          and incorporated herein by reference.

                 4.4      Amended and Restated Rights Agreement between the
                          Registrant and Manufacturers Hanover Trust Company,
                          as Rights Agent, filed as Exhibit 1 to Amendment No.
                          1 to the Registrant's Form 8-A dated April 28, 1989,
                          and incorporated herein by reference.

                 4.5      Amended and Restated Certificate of Designation,
                          Preferences and Rights of the Registrant's Series A
                          Junior Participating Preferred Stock, filed as
                          Exhibit 1 to Amendment No. 1 to the Registrant's Form
                          8-A dated April 28, 1989, and incorporated herein by
                          reference.

                 4.6      Certificate of Designations of the Registrant's 6.88%
                          Cumulative Convertible Exchangeable Preferred Stock,
                          liquidation preference $250 per share, filed as
                          Exhibit 19.1 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1992, and
                          incorporated herein by reference.

                 4.7      Form of Indenture relating to the Registrant's 6.88%
                          Cumulative Subordinated Debentures due 2007 between
                          the Registrant and Chemical Bank, as Trustee, filed
                          as Exhibit 19.2 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1992,
                          and incorporated herein by reference.

                 4.8      Form of Certificate of 6.88% Cumulative Convertible
                          Exchangeable Preferred Stock, liquidation preference
                          $250 per share, filed as Exhibit 19.3 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.





                                      -4-
<PAGE>   5

                 4.9      Deposit Agreement, relating to Depositary Convertible
                          Exchangeable Preferred Shares between the Registrant
                          and Chemical Bank, filed as Exhibit 19.4 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.

                 4.10     Form of Depositary Receipt for Depositary Convertible
                          Exchangeable Preferred Shares, filed as Exhibit 19.6
                          to the Registrant's Quarterly Report on Form 10-Q for
                          the quarter ended April 30, 1992, and incorporated
                          herein by reference.

                 4.11     Note Agreement dated July 25, 1990, among the
                          Registrant and the Purchasers listed therein,
                          regarding the sale of $125,000,000 of the
                          Registrant's 10.77% Senior Notes due August 23, 2000,
                          filed as Exhibit 4.1 to the Registrant's Quarterly
                          Report on Form 10-Q for the quarter ended July 31,
                          1990, and incorporated herein by reference.

                 4.12     Revolving Credit and Letter of Credit Agreement dated
                          as of December 4, 1990, among the Registrant and the
                          Banks listed therein relating to a $40,000,000
                          revolving credit, filed as Exhibit 4.7 to the
                          Registrant's Annual Report on Form 10-K for the year
                          ended October 31, 1991, and incorporated herein by
                          reference.

                 4.13     Second Amendment to the Revolving Credit and Letter
                          of Credit Agreement dated as of April 15, 1992, filed
                          as Exhibit 4.13 to the Registrant's Registration
                          Statement on Form S-3 (Registration No. 33-47282),
                          and incorporated herein by reference.

                 4.14     Third and Fourth Amendments to the Revolving Credit
                          and Letter of Credit Agreement dated as of February
                          12, 1993 and April 1, 1993, respectively, filed as
                          Exhibit 19 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1993, and
                          incorporated herein by reference.

                 4.15     Form of Trust Agreement between the Registrant and
                          Fidelity Management Trust Company, amended as of
                          January 1, 1993, July 15, 1993, February 1, 1994,
                          April 1, 1994, and July 1, 1994.

                 4.16     Form of Nichols-Homeshield 401(k) Savings Plan for
                          Davenport Hourly Employees, as amended.

                 5.1      Copy of Internal Revenue Service determination letter
                          that the Plan is qualified under Section 401 of the
                          Internal Revenue Code of 1986, as amended.

                 23.1     Consent of Deloitte & Touche.





                                      -5-
<PAGE>   6

                 25.1     Power of attorney (contained on page 7 hereof).

        The Registrant hereby undertakes to submit any and all amendments to
the Plan to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.


ITEM 9.          Undertakings.

                 A.       The undersigned Registrant hereby undertakes:

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

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

                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of
                          this Registration Statement (or the most recent
                          post-effective amendment hereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in this Registration
                          Statement; and

                                  (iii)    To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in this Registration Statement
                          or any material change to such information in this
                          Registration Statement;

                          Provided, however, that paragraphs (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 by the Registrant pursuant to Section
                 13 or 15(d) of the Exchange Act that are incorporated by
                 reference in this Registration Statement.

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

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

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





                                      -6-
<PAGE>   7

                 C.       Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 of 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.

                               POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert C.  Snyder and Wayne M.
Rose, and each of them, either one of whom may act without joinder of the
other, 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 or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, 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 and necessary to be done, 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, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.





                                      -7-
<PAGE>   8

                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 31st day of
May, 1994.

                                           QUANEX CORPORATION



                                           By    /s/ Robert C. Snyder
                                              ---------------------------------
                                                     Robert C. Snyder
                                           President and Chief Executive Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                                   Title                           Date
            ---------                                   -----                           ----
      <S>                                <C>                                        <C>
                                         President, Chief Executive
       /s/ Robert C. Snyder              Officer and Director                       May 31, 1994
 -------------------------------         (Principal Executive Officer)                          
         Robert C. Snyder                                             
                                         

                                         Vice President and
        /s/ Wayne M. Rose                Chief Financial Officer                    May 31, 1994
 -------------------------------         (Principal Financial Officer)                          
          Wayne M. Rose                                               
                                         
                                         Controller (Principal
       /s/ Viren M. Parikh               Accounting Officer)                        May 31, 1994
 -------------------------------                                                                
         Viren M. Parikh



       /s/ Carl E. Pfeiffer              Chairman of the Board                      May 31, 1994
 -------------------------------                                                                
         Carl E. Pfeiffer



      /s/ Gerald B. Haeckel              Director                                   May 31, 1994
 -------------------------------                                                                
        Gerald B. Haeckel
</TABLE>





                                      -8-
<PAGE>   9



<TABLE>
     <S>                                 <C>                                        <C>
       /s/ Donald J. Morfee              Director                                   May 31, 1994
 -------------------------------                                                                
         Donald J. Morfee



      /s/ John D. O'Connell              Director                                   May 31, 1994
 -------------------------------                                                                
        John D. O'Connell


     /s/ Michael J. Sebastian            Director                                   May 31, 1994
 -------------------------------                                                                
       Michael J. Sebastian



       /s/ Robert L. Walker              Director                                   May 31, 1994
 -------------------------------                                                                
         Robert L. Walker



        /s/ Fred J. Broad                Director                                   May 31, 1994
 -------------------------------                                                                
          Fred J. Broad
</TABLE>





                                      -9-
<PAGE>   10

                 The Plan.  Pursuant to the requirements of the Securities Act
of 1933, the Administrative Committee of the Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned members of
such committee, thereunto duly authorized, in the City of Houston, State of
Texas, on May 31, 1994.

                                          NICHOLS-HOMESHIELD 401(K) SAVINGS PLAN
                                          FOR DAVENPORT HOURLY EMPLOYEES



                                           By       /s/ Robert C. Snyder
                                             ----------------------------------
                                                      Robert C. Snyder



                                           By     /s/ Vernon E. Oechsle
                                             ----------------------------------
                                                    Vernon E. Oechsle



                                           By       /s/ Wayne M. Rose
                                             ----------------------------------
                                                      Wayne M. Rose



                                           By      /s/ Joseph K. Peery
                                             ----------------------------------
                                                     Joseph K. Peery





                                      -10-
<PAGE>   11

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit Number                           Description                             Page Number
      --------------                           -----------                             -----------
      <S>                  <C>                                                          <C>
           4.1             Certificate of  Incorporation of the  Registrant, as
                           amended, filed as Exhibit 3.1 to  the Registrant's
                           Annual Report  on Form 10-K for the fiscal year
                           ended October 31, 1987, and incorporated herein  by
                           reference.

           4.2             Amended and  Restated Bylaws of the  Registrant, as
                           amended through October 21, 1992, filed  as Exhibit
                           3.2  to the Registrant's Annual Report on Form 10-K
                           for the fiscal year ended October 31, 1992, and
                           incorporated herein by reference.

           4.3             Form of Registrant's Common Stock certificate, filed
                           as Exhibit 4.1 to the Registrant's Quarterly Report
                           on Form 10-Q for the  quarter ended April 30, 1987,
                           and incorporated herein by reference.

           4.4             Amended and  Restated Rights  Agreement between  the
                           Registrant and Manufacturers  Hanover Trust
                           Company,  as Rights  Agent,  filed as Exhibit 1  to
                           Amendment  No. 1 to  the Registrant's  Form 8-A
                           dated April 28, 1989, and incorporated herein by
                           reference.

           4.5             Amended and Restated  Certificate of  Designation,
                           Preferences  and Rights  of the Registrant's Series
                           A Junior Participating Preferred Stock, filed  as
                           Exhibit 1 to  Amendment No. 1 to the  Registrant's
                           Form 8-A  dated   April 28,  1989,   and
                           incorporated   herein  by reference.

           4.6             Certificate of Designations  of the  Registrant's
                           6.88%  Cumulative Convertible Exchangeable
                           Preferred Stock,  liquidation  preference $250 per
                           share, filed as Exhibit 19.1 to the Registrant's
                           Quarterly Report  on  Form 10-Q for  the  quarter
                           ended  April 30, 1992, and incorporated herein by
                           reference.

           4.7             Form  of Indenture  relating to  the Registrant's
                           6.88% Cumulative Subordinated   Debentures  due
                           2007  between  the  Registrant  and Chemical   Bank,
                           as   Trustee,  filed   as  Exhibit 19.2   to  the
                           Registrant's Quarterly  Report on  Form 10-Q for
                           the quarter ended April 30, 1992, and incorporated
                           herein by reference.
</TABLE>
<PAGE>   12
<TABLE>
           <S>             <C>
           4.8             Form  of Certificate  of 6.88% Cumulative
                           Convertible Exchangeable Preferred Stock,
                           liquidation preference  $250 per  share, filed as
                           Exhibit 19.3 to the Registrant's  Quarterly Report
                           on Form 10-Q for the  quarter  ended  April 30,
                           1992,  and  incorporated  herein  by reference.

           4.9             Deposit Agreement, relating to Depositary
                           Convertible Exchangeable Preferred Shares between
                           the Registrant and Chemical Bank, filed as Exhibit
                           19.4 to the  Registrant's Quarterly Report on Form
                           10-Q for the  quarter  ended  April 30,  1992,  and
                           incorporated  herein by reference.

           4.10            Form of Depositary Receipt for Depositary
                           Convertible  Exchangeable Preferred  Shares,  filed
                           as   Exhibit 19.6  to  the  Registrant's Quarterly
                           Report on Form 10-Q for the quarter ended April 30,
                           1992, and incorporated herein by reference.

           4.11            Note Agreement dated  July 25, 1990, among the
                           Registrant and  the Purchasers listed therein,
                           regarding to the sale of $125,000,000 of the
                           Registrant's 10.77% Senior  Notes due August 23,
                           2000, filed as Exhibit 4.1 to  the Registrant's
                           Quarterly Report on Form  10-Q for the  quarter
                           ended  July 31,  1990,  and  incorporated  herein
                           by reference.

           4.12            Revolving  Credit and  Letter  of  Credit  Agreement
                           dated  as  of December 4, 1990, among the Registrant
                           and the Banks listed therein relating to a
                           $40,000,000 revolving credit, filed as Exhibit 4.7
                           to the  Registrant's Annual  Report on  Form 10-K
                           for the  year ended October 31, 1991, and
                           incorporated herein by reference.

           4.13            Second  Amendment  to the  Revolving  Credit and
                           Letter of  Credit Agreement dated as of  April 15,
                           1992, filed as Exhibit 4.13 to the Registrant's
                           Registration  Statement  on  Form  S-3
                           (Registration No. 33-47282), and incorporated herein
                           by reference.

           4.14            Third and Fourth  Amendments to the Revolving Credit
                           and  Letter of Credit Agreement dated as of February
                           12, 1993, and  April 1, 1993, respectively, filed
                           as Exhibit 19  to  the Registrant's  Quarterly
                           Report  on  Form 10-Q for  the  quarter  ended
                           April 30, 1993, and incorporated herein by
                           reference.
</TABLE>
<PAGE>   13
<TABLE>
           <S>             <C>
           4.15            Form  of  Trust  Agreement  between  the  Registrant
                           and  Fidelity Management Trust Company,  amended as
                           of January 1, 1993,  July 15, 1993, February 1,
                           1994, April 1, 1994, and July 1, 1994.

           4.16            Form of Nichols-Homeshield 401(k) Savings Plan for
                           Davenport Hourly Employees, as amended.

           5.1             Copy of Internal Revenue Service determination
                           letter that the Plan is  qualified under  Section
                           401  of the  Internal Revenue  Code of 1986, as
                           amended.

           23.1            Consent of Deloitte & Touche.

           25.1            Power of attorney (contained on page 7 hereof).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR DAVENPORT", "secsgml_size_bytes": 36125}]
{"company-data": {"conformed-name": "QUANEX CORP", "cik": "0000276889", "assigned-sic": "3312", "irs-number": "381872178", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54085", "film-number": "94533826"}, "business-address": {"street1": "1900 W LOOP SOUTH STE 1500", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7139614600"}, "mail-address": {"street1": "1900 WEST LOOP SOUTH", "street2": "SUITE 1500", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
1

     As filed with the Securities and Exchange Commission on June 10, 1994

                                           Registration No. 33-_________________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

                               QUANEX CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                    38-1872178
         (State or other jurisdiction of                                      (I.R.S. Employer
          incorporation or organization)                                    Identification No.)

         1900 WEST LOOP SOUTH, SUITE 1500                                          77027
                  HOUSTON, TEXAS                                                 (Zip Code)
     (Address of Principal Executive Offices)
NICHOLS-HOMESHIELD
               401(K) SAVINGS PLAN FOR DAVENPORT HOURLY EMPLOYEES
                            (Full title of the plan)

                                 WAYNE M. ROSE
                               QUANEX CORPORATION
                        1900 WEST LOOP SOUTH, SUITE 1500
                             HOUSTON, TEXAS  77027
                    (Name and address of agent for service)

                                 (713) 961-4600
         (Telephone number, including area code, of agent for service)

                                   Copies to:
                             HARVA R. DOCKERY, ESQ.
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS  77010-3095
CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                               Proposed
                                                               maximum        Proposed maximum    Amount of
                                            Amount to be    offering price       aggregate       registration
   Title of securities to be registered      registered       per share        offering price        fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value  . . . . .     100,000(1)       $20.125(2)         $2,012,500          $694

 Rights to purchase Series A Junior
 Participating Preferred Stock . . . . .     100,000(1)
=============================================================================================================
(1)      Estimated number of shares that could be purchased with the
         participant contributions registered hereunder, based upon the price
         of the Common Stock set forth herein.
(2)      Pursuant to Rule 457(h), the proposed maximum offering price is
         estimated, solely for the purpose of determining the registration fee,
         on the basis of the average high and low prices of the Common Stock on
         the New York Stock Exchange Composite Tape on June 7, 1994.
                               ******************
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 401(k) savings plan described herein.
================================================================================
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          Incorporation of Documents by Reference.

                 Quanex Corporation (the "Company" or "Registrant") and the
Nichols-Homeshield 401(k) Savings Plan for Davenport Hourly Employees (the
"Plan") incorporate by reference in this Registration Statement the following
documents:

                          (a)     The Registrant's annual report on Form 10-K
                 for the year ended October 31, 1993, and the Plan's latest
                 annual report.

                          (b)     The Registrant's quarterly reports on Form
                 10-Q for the quarters ended January 31, 1994, and April 30,
                 1994.

                          (c)     All other reports filed by the Registrant and
                 the Plan pursuant to Section 13(a) or 15(d) of the Securities
                 Exchange Act of 1934, as amended (the "Exchange Act"), since
                 October 31, 1993.

                          (d)     The description of the Registrant's common
                 stock, $.50 par value (the "Common Stock"),  which is
                 contained in the Prospectus dated January 12, 1981, included
                 in the Registrant's Registration Statement (Registration No.
                 2-70313) and filed with the Securities and Exchange Commission
                 (the "Commission") pursuant to Rule 424(b) of the Securities
                 Act of 1933, as amended (the "Securities Act").

                          (e)     The description of the rights to purchase
                 Series A Junior Participating Preferred Stock (the "Rights")
                 is set forth in the Amended and Restated Certificate of
                 Designation, Preferences and Rights, filed as Exhibit 1 to
                 Amendment No. 1 to the Registrant's Form 8-A dated April 28,
                 1989.

                 All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent
to the date of the filing hereof and  prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.

ITEM 4.          Description of Securities.

                 Not applicable.

ITEM 5.          Interests of Named Experts and Counsel.

                 Not applicable.

                                      -2-
3

ITEM 6.          Indemnification of Directors and Officers.

                 Section 145 of the General Corporation Law of the State of
Delaware provides that a corporation has the power to indemnify a director,
officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against amounts paid
and expenses incurred in connection with an action or proceeding to which he
is, or is threatened to be made, a party by reason of such position, if such
person shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, in any
criminal proceeding, if such person had no reasonable cause to believe his
conduct was unlawful; provided that, in the case of actions brought by or in
the right of the corporation, no indemnification shall be made with respect to
any matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the adjudicating court
determines that such indemnification is proper under the circumstances.

                 The Registrant's Restated Certificate of Incorporation, as
amended, eliminates the personal monetary liability of a director to the
Registrant and its stockholders for breach of his fiduciary duty of care as a
director to the extent currently allowed under the Delaware General Corporation
Law.  Article XVII of the Registrant's Restated Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) based on the payment of an improper dividend or
an improper repurchase of the Registrant's stock under Section 174 of the
General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit.

                 The Bylaws of the Registrant provide that, under certain
circumstances, the Registrant is required to indemnify any person who was, is,
or is threatened to be made a party in any action, suit or proceeding because
such person is or was a director or officer of the Registrant.  The
Registrant's Bylaws were amended in February 1987 to provide for
indemnification by the Registrant of its officers and directors to the fullest
extent authorized by the General Corporation Law of the State of Delaware.
This right to indemnification under the Registrant's Bylaws is a contract
right, and requires the Registrant to provide for the payment of expenses in
advance of the final disposition of any suit or proceeding brought against the
director or officer of the Registrant in his official capacity as such,
provided that such director or officer delivers to the Registrant an
undertaking to repay any amounts advanced if it is ultimately determined that
such director or officer is not entitled to indemnification.  The Registrant
also maintains a directors' and officers' liability insurance policy.

                 Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                      -3-
4

ITEM 7.          Exemption from Registration Claimed.

                 Not applicable.

ITEM 8.          Exhibits.

                 4.1      Certificate of Incorporation of the Registrant, as
                          amended, filed as Exhibit 3.1 to the Registrant's
                          Annual Report on Form 10-K for the fiscal year ended
                          October 31, 1987, and incorporated herein by
                          reference.

                 4.2      Amended and Restated Bylaws of the Registrant, as
                          amended through October 21, 1992, filed as Exhibit
                          3.2 to the Registrant's Annual Report on Form 10-K
                          for the fiscal year ended October 31, 1992, and
                          incorporated herein by reference.

                 4.3      Form of Registrant's Common Stock certificate, filed
                          as Exhibit 4.1 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1987,
                          and incorporated herein by reference.

                 4.4      Amended and Restated Rights Agreement between the
                          Registrant and Manufacturers Hanover Trust Company,
                          as Rights Agent, filed as Exhibit 1 to Amendment No.
                          1 to the Registrant's Form 8-A dated April 28, 1989,
                          and incorporated herein by reference.

                 4.5      Amended and Restated Certificate of Designation,
                          Preferences and Rights of the Registrant's Series A
                          Junior Participating Preferred Stock, filed as
                          Exhibit 1 to Amendment No. 1 to the Registrant's Form
                          8-A dated April 28, 1989, and incorporated herein by
                          reference.

                 4.6      Certificate of Designations of the Registrant's 6.88%
                          Cumulative Convertible Exchangeable Preferred Stock,
                          liquidation preference $250 per share, filed as
                          Exhibit 19.1 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1992, and
                          incorporated herein by reference.

                 4.7      Form of Indenture relating to the Registrant's 6.88%
                          Cumulative Subordinated Debentures due 2007 between
                          the Registrant and Chemical Bank, as Trustee, filed
                          as Exhibit 19.2 to the Registrant's Quarterly Report
                          on Form 10-Q for the quarter ended April 30, 1992,
                          and incorporated herein by reference.

                 4.8      Form of Certificate of 6.88% Cumulative Convertible
                          Exchangeable Preferred Stock, liquidation preference
                          $250 per share, filed as Exhibit 19.3 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.

                                      -4-
5

                 4.9      Deposit Agreement, relating to Depositary Convertible
                          Exchangeable Preferred Shares between the Registrant
                          and Chemical Bank, filed as Exhibit 19.4 to the
                          Registrant's Quarterly Report on Form 10-Q for the
                          quarter ended April 30, 1992, and incorporated herein
                          by reference.

                 4.10     Form of Depositary Receipt for Depositary Convertible
                          Exchangeable Preferred Shares, filed as Exhibit 19.6
                          to the Registrant's Quarterly Report on Form 10-Q for
                          the quarter ended April 30, 1992, and incorporated
                          herein by reference.

                 4.11     Note Agreement dated July 25, 1990, among the
                          Registrant and the Purchasers listed therein,
                          regarding the sale of $125,000,000 of the
                          Registrant's 10.77% Senior Notes due August 23, 2000,
                          filed as Exhibit 4.1 to the Registrant's Quarterly
                          Report on Form 10-Q for the quarter ended July 31,
                          1990, and incorporated herein by reference.

                 4.12     Revolving Credit and Letter of Credit Agreement dated
                          as of December 4, 1990, among the Registrant and the
                          Banks listed therein relating to a $40,000,000
                          revolving credit, filed as Exhibit 4.7 to the
                          Registrant's Annual Report on Form 10-K for the year
                          ended October 31, 1991, and incorporated herein by
                          reference.

                 4.13     Second Amendment to the Revolving Credit and Letter
                          of Credit Agreement dated as of April 15, 1992, filed
                          as Exhibit 4.13 to the Registrant's Registration
                          Statement on Form S-3 (Registration No. 33-47282),
                          and incorporated herein by reference.

                 4.14     Third and Fourth Amendments to the Revolving Credit
                          and Letter of Credit Agreement dated as of February
                          12, 1993 and April 1, 1993, respectively, filed as
                          Exhibit 19 to the Registrant's Quarterly Report on
                          Form 10-Q for the quarter ended April 30, 1993, and
                          incorporated herein by reference.

                 4.15     Form of Trust Agreement between the Registrant and
                          Fidelity Management Trust Company, amended as of
                          January 1, 1993, July 15, 1993, February 1, 1994,
                          April 1, 1994, and July 1, 1994.

                 4.16     Form of Nichols-Homeshield 401(k) Savings Plan for
                          Davenport Hourly Employees, as amended.

                 5.1      Copy of Internal Revenue Service determination letter
                          that the Plan is qualified under Section 401 of the
                          Internal Revenue Code of 1986, as amended.

                 23.1     Consent of Deloitte & Touche.

                                      -5-
6

                 25.1     Power of attorney (contained on page 7 hereof).

        The Registrant hereby undertakes to submit any and all amendments to
the Plan to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.

ITEM 9.          Undertakings.

                 A.       The undersigned Registrant hereby undertakes:

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

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

                                  (ii)     To reflect in the prospectus any
                          facts or events arising after the effective date of
                          this Registration Statement (or the most recent
                          post-effective amendment hereof) which, individually
                          or in the aggregate, represent a fundamental change
                          in the information set forth in this Registration
                          Statement; and

                                  (iii)    To include any material information
                          with respect to the plan of distribution not
                          previously disclosed in this Registration Statement
                          or any material change to such information in this
                          Registration Statement;

                          Provided, however, that paragraphs (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 by the Registrant pursuant to Section
                 13 or 15(d) of the Exchange Act that are incorporated by
                 reference in this Registration Statement.

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

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

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

                                      -6-
7

                 C.       Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 of 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.

                               POWER OF ATTORNEY

                 KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert C.  Snyder and Wayne M.
Rose, and each of them, either one of whom may act without joinder of the
other, 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 or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, 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 and necessary to be done, 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, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.

                                      -7-
8

                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 31st day of
May, 1994.

                                           QUANEX CORPORATION

                                           By    /s/ Robert C. Snyder
                                              ---------------------------------
                                                     Robert C. Snyder
                                           President and Chief Executive Officer

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                   Title                           Date
            ---------                                   -----                           ----
President, Chief Executive
       /s/ Robert C. Snyder              Officer and Director                       May 31, 1994
 -------------------------------         (Principal Executive Officer)                          
         Robert C. Snyder                                             
                                         

                                         Vice President and
        /s/ Wayne M. Rose                Chief Financial Officer                    May 31, 1994
 -------------------------------         (Principal Financial Officer)                          
          Wayne M. Rose                                               
                                         
                                         Controller (Principal
       /s/ Viren M. Parikh               Accounting Officer)                        May 31, 1994
 -------------------------------                                                                
         Viren M. Parikh

       /s/ Carl E. Pfeiffer              Chairman of the Board                      May 31, 1994
 -------------------------------                                                                
         Carl E. Pfeiffer

      /s/ Gerald B. Haeckel              Director                                   May 31, 1994
 -------------------------------                                                                
        Gerald B. Haeckel
-8-
9
/s/ Donald J. Morfee              Director                                   May 31, 1994
 -------------------------------                                                                
         Donald J. Morfee

      /s/ John D. O'Connell              Director                                   May 31, 1994
 -------------------------------                                                                
        John D. O'Connell

     /s/ Michael J. Sebastian            Director                                   May 31, 1994
 -------------------------------                                                                
       Michael J. Sebastian

       /s/ Robert L. Walker              Director                                   May 31, 1994
 -------------------------------                                                                
         Robert L. Walker

        /s/ Fred J. Broad                Director                                   May 31, 1994
 -------------------------------                                                                
          Fred J. Broad
-9-
10

                 The Plan.  Pursuant to the requirements of the Securities Act
of 1933, the Administrative Committee of the Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned members of
such committee, thereunto duly authorized, in the City of Houston, State of
Texas, on May 31, 1994.

                                          NICHOLS-HOMESHIELD 401(K) SAVINGS PLAN
                                          FOR DAVENPORT HOURLY EMPLOYEES

                                           By       /s/ Robert C. Snyder
                                             ----------------------------------
                                                      Robert C. Snyder

                                           By     /s/ Vernon E. Oechsle
                                             ----------------------------------
                                                    Vernon E. Oechsle

                                           By       /s/ Wayne M. Rose
                                             ----------------------------------
                                                      Wayne M. Rose

                                           By      /s/ Joseph K. Peery
                                             ----------------------------------
                                                     Joseph K. Peery

                                      -10-
11

                                 EXHIBIT INDEX
Exhibit Number                           Description                             Page Number
      --------------                           -----------                             -----------
4.1             Certificate of  Incorporation of the  Registrant, as
                           amended, filed as Exhibit 3.1 to  the Registrant's
                           Annual Report  on Form 10-K for the fiscal year
                           ended October 31, 1987, and incorporated herein  by
                           reference.

           4.2             Amended and  Restated Bylaws of the  Registrant, as
                           amended through October 21, 1992, filed  as Exhibit
                           3.2  to the Registrant's Annual Report on Form 10-K
                           for the fiscal year ended October 31, 1992, and
                           incorporated herein by reference.

           4.3             Form of Registrant's Common Stock certificate, filed
                           as Exhibit 4.1 to the Registrant's Quarterly Report
                           on Form 10-Q for the  quarter ended April 30, 1987,
                           and incorporated herein by reference.

           4.4             Amended and  Restated Rights  Agreement between  the
                           Registrant and Manufacturers  Hanover Trust
                           Company,  as Rights  Agent,  filed as Exhibit 1  to
                           Amendment  No. 1 to  the Registrant's  Form 8-A
                           dated April 28, 1989, and incorporated herein by
                           reference.

           4.5             Amended and Restated  Certificate of  Designation,
                           Preferences  and Rights  of the Registrant's Series
                           A Junior Participating Preferred Stock, filed  as
                           Exhibit 1 to  Amendment No. 1 to the  Registrant's
                           Form 8-A  dated   April 28,  1989,   and
                           incorporated   herein  by reference.

           4.6             Certificate of Designations  of the  Registrant's
                           6.88%  Cumulative Convertible Exchangeable
                           Preferred Stock,  liquidation  preference $250 per
                           share, filed as Exhibit 19.1 to the Registrant's
                           Quarterly Report  on  Form 10-Q for  the  quarter
                           ended  April 30, 1992, and incorporated herein by
                           reference.

           4.7             Form  of Indenture  relating to  the Registrant's
                           6.88% Cumulative Subordinated   Debentures  due
                           2007  between  the  Registrant  and Chemical   Bank,
                           as   Trustee,  filed   as  Exhibit 19.2   to  the
                           Registrant's Quarterly  Report on  Form 10-Q for
                           the quarter ended April 30, 1992, and incorporated
                           herein by reference.
12
4.8             Form  of Certificate  of 6.88% Cumulative
                           Convertible Exchangeable Preferred Stock,
                           liquidation preference  $250 per  share, filed as
                           Exhibit 19.3 to the Registrant's  Quarterly Report
                           on Form 10-Q for the  quarter  ended  April 30,
                           1992,  and  incorporated  herein  by reference.

           4.9             Deposit Agreement, relating to Depositary
                           Convertible Exchangeable Preferred Shares between
                           the Registrant and Chemical Bank, filed as Exhibit
                           19.4 to the  Registrant's Quarterly Report on Form
                           10-Q for the  quarter  ended  April 30,  1992,  and
                           incorporated  herein by reference.

           4.10            Form of Depositary Receipt for Depositary
                           Convertible  Exchangeable Preferred  Shares,  filed
                           as   Exhibit 19.6  to  the  Registrant's Quarterly
                           Report on Form 10-Q for the quarter ended April 30,
                           1992, and incorporated herein by reference.

           4.11            Note Agreement dated  July 25, 1990, among the
                           Registrant and  the Purchasers listed therein,
                           regarding to the sale of $125,000,000 of the
                           Registrant's 10.77% Senior  Notes due August 23,
                           2000, filed as Exhibit 4.1 to  the Registrant's
                           Quarterly Report on Form  10-Q for the  quarter
                           ended  July 31,  1990,  and  incorporated  herein
                           by reference.

           4.12            Revolving  Credit and  Letter  of  Credit  Agreement
                           dated  as  of December 4, 1990, among the Registrant
                           and the Banks listed therein relating to a
                           $40,000,000 revolving credit, filed as Exhibit 4.7
                           to the  Registrant's Annual  Report on  Form 10-K
                           for the  year ended October 31, 1991, and
                           incorporated herein by reference.

           4.13            Second  Amendment  to the  Revolving  Credit and
                           Letter of  Credit Agreement dated as of  April 15,
                           1992, filed as Exhibit 4.13 to the Registrant's
                           Registration  Statement  on  Form  S-3
                           (Registration No. 33-47282), and incorporated herein
                           by reference.

           4.14            Third and Fourth  Amendments to the Revolving Credit
                           and  Letter of Credit Agreement dated as of February
                           12, 1993, and  April 1, 1993, respectively, filed
                           as Exhibit 19  to  the Registrant's  Quarterly
                           Report  on  Form 10-Q for  the  quarter  ended
                           April 30, 1993, and incorporated herein by
                           reference.
13
4.15            Form  of  Trust  Agreement  between  the  Registrant
                           and  Fidelity Management Trust Company,  amended as
                           of January 1, 1993,  July 15, 1993, February 1,
                           1994, April 1, 1994, and July 1, 1994.

           4.16            Form of Nichols-Homeshield 401(k) Savings Plan for
                           Davenport Hourly Employees, as amended.

           5.1             Copy of Internal Revenue Service determination
                           letter that the Plan is  qualified under  Section
                           401  of the  Internal Revenue  Code of 1986, as
                           amended.

           23.1            Consent of Deloitte & Touche.

           25.1            Power of attorney (contained on page 7 hereof).