<PAGE>
 
                                                Registration No. 333-
                                                                      ---------
--------------------------------------------------------------------------------
 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                                   ----------
                           CALGON CARBON CORPORATION
               (Exact name of issuer as specified in its charter)

                   Delaware                         25-0530110
       (State or other jurisdiction of          (I.R.S. Employer
        incorporation or organization)         Identification No.)

                P.O. Box 717
         Pittsburgh, Pennsylvania                    15230-0717
  (Address of Principal Executive Offices)           (Zip Code)

                            1997 DIRECTORS' FEE PLAN
                            (Full title of the plan)
                                   ----------

                          Joseph A. Fischette, Esquire
                      Senior Vice President and Secretary
                           Calgon Carbon Corporation
                                  P.O. Box 717
                      Pittsburgh, Pennsylvania  15230-0717
                    (Name and address of agent for service)

                                 (412) 787-6700
         (Telephone number, including area code, of agent for service)
                                        
                                  ----------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------- 
         Title of                              Proposed       Proposed
        securities              Amount         maximum         maximum       Amount of
          to be                 to be       offering price    aggregate     registration
        registered            registered      per share     offering price      fee
----------------------------------------------------------------------------------------- 
<S>                         <C>             <C>             <C>             <C>
Common Stock,  par value..  100,000 shares  $       11.54  *  $1,154,000   *   $  340.43
$.01 per share                               ------------     ------------    -----------
</TABLE>

*Estimated solely for the purpose of calculating the registration fee.  Pursuant
to Rules 457(h) and (c), the proposed maximum aggregate offering price for these
shares which may be issued under the 1997 Directors' Fee Plan is based on the
average of the high and low sales prices of the Common Stock as reported on the
New York Stock Exchange Composite transactions listing for May 6, 1998 as
quoted in The Wall Street Journal.
<PAGE>
 
                                    PART II
                                        
                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT
                                        

Item 3.  Incorporation of Certain Documents by Reference

     The following documents filed by the Company with the Securities and
Exchange Commission (File No. 0-15903) are incorporated in this Registration
Statement by reference and made a part of this Registration Statement:

          (a)  The Company's latest annual report on Form 10-K filed pursuant to
     Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934
     Act");

          (b)  All other reports filed by the Company pursuant to Section 13(a)
     of the 1934 Act since the end of the fiscal year covered by the annual
     report on Form 10-K referred to above; and

          (c)  the description of the Company's Common Stock set forth in the
     Company's Current Report on Form 8-K filed February 20, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby 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 filing
of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     1.  Section 145 of the Delaware General Corporation Law ("DGCL").  Section
145 of the DGCL provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the

                                      II-1
<PAGE>
 
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

     To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
the indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above.  Such determination shall be made:

          (1) By a majority vote of the directors who were not parties to such
     action, suit or proceeding, even though less than a quorum; or

          (2) if there are no such directors, or, if such directors so direct,
     by independent legal counsel in a written opinion; or

          (3) by the stockholders.

     Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the power
to indemnify such person against such liability.

                                      II-2
<PAGE>
 
     2.  Section 102(b)(7) of the DGCL.  Section 102(b)(7) of the DGCL provides
that a corporation may set forth in its Certificate of Incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL regarding the unlawful payment of dividends
or approval of unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective
(in the case of the Company, December 22, 1986).  As noted in paragraph 3 below,
the Company's Amended and Restated Certificate of Incorporation (the "Company
Charter") includes a provision contemplated by Section 102(b)(7) of the DGCL.

     3.  Certificate of Incorporation Provision on Liability of Directors.  The
Company Charter eliminates the liability of its directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL.  The Company Charter provides that
the Company's directors shall not be personally liable to the Company or its
stockholders for monetary damages for breach of their fiduciary duty as
directors, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transactions
from which a director derived an improper personal benefit.  This provision does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of nonmonetary relief are available
under Delaware law.

     4.  By-laws Provision on Indemnification.  In implementation of the
provisions of the DGCL, the Company's By-laws provide that every Director and
officer of the Company shall be indemnified as of right to the fullest extent
now or hereafter permitted by law in connection with any actual or threatened
civil, criminal, administrative or investigative action, suit or proceeding
(whether brought by or in the name of the Company or otherwise) arising out of
their service to the Company or to another organization at the request of the
Company.  As in the case of the DGCL, the By-laws also contain a non-exclusivity
provision.

     5.  Director and Officer Liability Insurance.  The Company maintains
director and officer liability insurance covering its directors and officers
with respect to certain liabilities which they may incur in connection with
their serving as such.


Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Exhibit
        No.
      -------

      4.1 Amended Certificate of Incorporation of the registrant, as amended,
          incorporated herein by reference to Exhibit 3.1 to the Company's
          report on Form 10-K filed for the fiscal year ended December 31, 1990.

      4.2 Bylaws of the registrant, as amended, incorporated herein by reference
          to Exhibit 3.2 to the Company's registration statement on Form S-1
          (File No. 33-13443) effective June 2, 1987 (hereinafter the
          "Registration Statement").

                                      II-3
<PAGE>
 
      5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the Common
          Stock, filed herewith.

     23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed
          herewith).

     23.2 Consent of Price Waterhouse LLP, filed herewith.

     24.1 Power of Attorney, contained on the signature page to this
          Registration Statement.


Item 9.  Undertakings.

     (a)  Rule 415 offering.

          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;

          (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 or Form S-8, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the 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; and
 
          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  Filings incorporating subsequent Exchange Act Documents by Reference.

     The undersigned registrant hereby undertakes 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
<PAGE>
 
                                 -------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pittsburgh, Pennsylvania, on the 30th day of April, 1998.

                              CALGON CARBON CORPORATION
 
                              By  /s/ Thomas A. McConomy
                                ------------------------
                               Thomas A. McConomy, President,
                               Chief Executive Officer and Director


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas A. McConomy and Joseph A. Fischette, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of April, 1998.

          Name                                Title
          ----                                -----

/s/ Thomas A. McConomy               President, Chief Executive Officer and
----------------------               Director (Principal Executive
Thomas A. McConomy                   Officer)

/s/ William P. Mooney                Senior Vice President and Chief
----------------------               Financial Officer (Principal Financial
William P. Mooney                    and Accounting Officer)
                                     

/s/ Robert W. Cruickshank            Director
--------------------------                     
Robert W. Cruickshank

/s/ Arthur L. Goeschel               Director
-----------------------                        
Arthur L. Goeschel

/s/ Nick H. Prater                   Director
-------------------                            
Nick H. Prater

/s/ Seth E. Schofield                Director
----------------------                         
Seth E. Schofield

                                      II-6
<PAGE>
 
/s/ Harry H. Weil                    Director
------------------                             
Harry H. Weil

/s/ Robert L. Yohe                   Director
-------------------                            
Robert L. Yohe

                                      II-7
<PAGE>
 
                           CALGON CARBON CORPORATION
                                        
                            1997 Directors' Fee Plan
                                        
                                 --------------


                             REGISTRATION STATEMENT
                                  ON FORM S-8

                                 Exhibit Index
                                 -------------

Exhibit                                                         Sequential
   No.                        Document                             Page
 -------                      --------                          ----------

 4.1     Amended Certificate of Incorporation of the registrant,
         as amended, incorporated herein by reference to
         Exhibit 3.1 to the Company's report on Form 10-K
         filed for the fiscal year ended December 31, 1990.         ---

 4.2     Bylaws of the registrant, as amended, incorporated
         herein by reference to Exhibit 3.2 to the
         Company's registration statement on Form S-1
         (File No. 33-13443) effective June 2, 1987
         (hereinafter the "Registration Statement").                ---

 5.1     Opinion of Reed Smith Shaw & McClay, as to
         the legality of the Common Stock, filed
         herewith.                                                   10

 23.1    Consent of Reed Smith Shaw & McClay (included
         in Exhibit 5.1 filed herewith).                            ---

 23.2    Consent of Price Waterhouse LLP, independent
         accountants, filed herewith.                                12

 24.1    Power of Attorney, contained on the signature
         page to this Registration Statement.                       ---
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23361}]
{"company-data": {"conformed-name": "CALGON CARBON CORPORATION", "cik": "0000812701", "assigned-sic": "2810", "irs-number": "250530110", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52199", "film-number": "98613825"}, "business-address": {"street1": "P O BOX 717", "street2": "400 CALGON CARBON DR", "city": "PITTSBURGH", "state": "PA", "zip": "15230-0717", "phone": "4127876700"}, "mail-address": {"street1": "P.O. BOX 717", "city": "PITTSBURGH", "state": "PA", "zip": "15230-0717"}}
Registration No. 333-
                                                                      ---------
--------------------------------------------------------------------------------
 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                                   ----------
                           CALGON CARBON CORPORATION
               (Exact name of issuer as specified in its charter)

                   Delaware                         25-0530110
       (State or other jurisdiction of          (I.R.S. Employer
        incorporation or organization)         Identification No.)

                P.O. Box 717
         Pittsburgh, Pennsylvania                    15230-0717
  (Address of Principal Executive Offices)           (Zip Code)

                            1997 DIRECTORS' FEE PLAN
                            (Full title of the plan)
                                   ----------

                          Joseph A. Fischette, Esquire
                      Senior Vice President and Secretary
                           Calgon Carbon Corporation
                                  P.O. Box 717
                      Pittsburgh, Pennsylvania  15230-0717
                    (Name and address of agent for service)

                                 (412) 787-6700
         (Telephone number, including area code, of agent for service)
                                        
                                  ----------

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------- 
         Title of                              Proposed       Proposed
        securities              Amount         maximum         maximum       Amount of
          to be                 to be       offering price    aggregate     registration
        registered            registered      per share     offering price      fee
-----------------------------------------------------------------------------------------
Common Stock,  par value..  100,000 shares  $       11.54  *  $1,154,000   *   $  340.43
$.01 per share                               ------------     ------------    -----------
*Estimated solely for the purpose of calculating the registration fee.  Pursuant
to Rules 457(h) and (c), the proposed maximum aggregate offering price for these
shares which may be issued under the 1997 Directors' Fee Plan is based on the
average of the high and low sales prices of the Common Stock as reported on the
New York Stock Exchange Composite transactions listing for May 6, 1998 as
quoted in The Wall Street Journal.
PART II
                                        
                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT
                                        

Item 3.  Incorporation of Certain Documents by Reference

     The following documents filed by the Company with the Securities and
Exchange Commission (File No. 0-15903) are incorporated in this Registration
Statement by reference and made a part of this Registration Statement:

          (a)  The Company's latest annual report on Form 10-K filed pursuant to
     Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934
     Act");

          (b)  All other reports filed by the Company pursuant to Section 13(a)
     of the 1934 Act since the end of the fiscal year covered by the annual
     report on Form 10-K referred to above; and

          (c)  the description of the Company's Common Stock set forth in the
     Company's Current Report on Form 8-K filed February 20, 1996.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby 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 filing
of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     1.  Section 145 of the Delaware General Corporation Law ("DGCL").  Section
145 of the DGCL provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the

                                      II-1
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

     To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Any such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
the indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above.  Such determination shall be made:

          (1) By a majority vote of the directors who were not parties to such
     action, suit or proceeding, even though less than a quorum; or

          (2) if there are no such directors, or, if such directors so direct,
     by independent legal counsel in a written opinion; or

          (3) by the stockholders.

     Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the power
to indemnify such person against such liability.

                                      II-2
2.  Section 102(b)(7) of the DGCL.  Section 102(b)(7) of the DGCL provides
that a corporation may set forth in its Certificate of Incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL regarding the unlawful payment of dividends
or approval of unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective
(in the case of the Company, December 22, 1986).  As noted in paragraph 3 below,
the Company's Amended and Restated Certificate of Incorporation (the "Company
Charter") includes a provision contemplated by Section 102(b)(7) of the DGCL.

     3.  Certificate of Incorporation Provision on Liability of Directors.  The
Company Charter eliminates the liability of its directors to the fullest extent
permitted by Section 102(b)(7) of the DGCL.  The Company Charter provides that
the Company's directors shall not be personally liable to the Company or its
stockholders for monetary damages for breach of their fiduciary duty as
directors, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transactions
from which a director derived an improper personal benefit.  This provision does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of nonmonetary relief are available
under Delaware law.

     4.  By-laws Provision on Indemnification.  In implementation of the
provisions of the DGCL, the Company's By-laws provide that every Director and
officer of the Company shall be indemnified as of right to the fullest extent
now or hereafter permitted by law in connection with any actual or threatened
civil, criminal, administrative or investigative action, suit or proceeding
(whether brought by or in the name of the Company or otherwise) arising out of
their service to the Company or to another organization at the request of the
Company.  As in the case of the DGCL, the By-laws also contain a non-exclusivity
provision.

     5.  Director and Officer Liability Insurance.  The Company maintains
director and officer liability insurance covering its directors and officers
with respect to certain liabilities which they may incur in connection with
their serving as such.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     Exhibit
        No.
      -------

      4.1 Amended Certificate of Incorporation of the registrant, as amended,
          incorporated herein by reference to Exhibit 3.1 to the Company's
          report on Form 10-K filed for the fiscal year ended December 31, 1990.

      4.2 Bylaws of the registrant, as amended, incorporated herein by reference
          to Exhibit 3.2 to the Company's registration statement on Form S-1
          (File No. 33-13443) effective June 2, 1987 (hereinafter the
          "Registration Statement").

                                      II-3
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the Common
          Stock, filed herewith.

     23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed
          herewith).

     23.2 Consent of Price Waterhouse LLP, filed herewith.

     24.1 Power of Attorney, contained on the signature page to this
          Registration Statement.

Item 9.  Undertakings.

     (a)  Rule 415 offering.

          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;

          (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 or Form S-8, and the
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the 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; and
 
          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     (b)  Filings incorporating subsequent Exchange Act Documents by Reference.

     The undersigned registrant hereby undertakes 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 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
-------------

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-5
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 Pittsburgh, Pennsylvania, on the 30th day of April, 1998.

                              CALGON CARBON CORPORATION
 
                              By  /s/ Thomas A. McConomy
                                ------------------------
                               Thomas A. McConomy, President,
                               Chief Executive Officer and Director

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas A. McConomy and Joseph A. Fischette, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of April, 1998.

          Name                                Title
          ----                                -----

/s/ Thomas A. McConomy               President, Chief Executive Officer and
----------------------               Director (Principal Executive
Thomas A. McConomy                   Officer)

/s/ William P. Mooney                Senior Vice President and Chief
----------------------               Financial Officer (Principal Financial
William P. Mooney                    and Accounting Officer)
                                     

/s/ Robert W. Cruickshank            Director
--------------------------                     
Robert W. Cruickshank

/s/ Arthur L. Goeschel               Director
-----------------------                        
Arthur L. Goeschel

/s/ Nick H. Prater                   Director
-------------------                            
Nick H. Prater

/s/ Seth E. Schofield                Director
----------------------                         
Seth E. Schofield

                                      II-6
/s/ Harry H. Weil                    Director
------------------                             
Harry H. Weil

/s/ Robert L. Yohe                   Director
-------------------                            
Robert L. Yohe

                                      II-7
CALGON CARBON CORPORATION
                                        
                            1997 Directors' Fee Plan
                                        
                                 --------------

                             REGISTRATION STATEMENT
                                  ON FORM S-8

                                 Exhibit Index
                                 -------------

Exhibit                                                         Sequential
   No.                        Document                             Page
 -------                      --------                          ----------

 4.1     Amended Certificate of Incorporation of the registrant,
         as amended, incorporated herein by reference to
         Exhibit 3.1 to the Company's report on Form 10-K
         filed for the fiscal year ended December 31, 1990.         ---

 4.2     Bylaws of the registrant, as amended, incorporated
         herein by reference to Exhibit 3.2 to the
         Company's registration statement on Form S-1
         (File No. 33-13443) effective June 2, 1987
         (hereinafter the "Registration Statement").                ---

 5.1     Opinion of Reed Smith Shaw & McClay, as to
         the legality of the Common Stock, filed
         herewith.                                                   10

 23.1    Consent of Reed Smith Shaw & McClay (included
         in Exhibit 5.1 filed herewith).                            ---

 23.2    Consent of Price Waterhouse LLP, independent
         accountants, filed herewith.                                12

 24.1    Power of Attorney, contained on the signature
         page to this Registration Statement.                       ---