<PAGE>
 
   As filed with the Securities and Exchange Commission on December 22, 1997

                                                        Registration No. 33-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           _________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                              ____________________


                            KOPPERS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


              Pennsylvania                                25-1588399
     (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                Identification Number)

            436 Seventh Avenue                            15219-1800
        Pittsburgh, Pennsylvania                          (Zip Code)
         (Address of Principal
           Executive Offices)


          KOPPERS INDUSTRIES, INC. STOCK REDEMPTION AND PURCHASE PLAN
                           (Full title of the plan)

                              ____________________

 
           Robert K. Wagner
President and Chief Executive Officer                      Copy to:
       Koppers Industries, Inc.                Clayton A. Sweeney, Esquire
          436 Seventh Avenue                 Dickie, McCamey & Chilcote, P.C.
 Pittsburgh, Pennsylvania  15219-1800            Two PPG Place, Suite 400
            (412) 227-2001                 Pittsburgh, Pennsylvania  15222-5402
     (Name, address, and telephone                    (412) 281-7272
      number, including area code,
         of agent for service)
 
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
   Title of                 Amount        Proposed           Proposed          Amount of
 Securities to              To Be          Maximum            Maximum        Registration
Be Registered(1)          Registered   Offering Price        Aggregate          Fee(2)
                                        Per Share        Offering Price   
-----------------------------------------------------------------------------------------
<S>                       <C>          <C>               <C>                 <C>
Common Stock, $.01 par       
 value..................    175,000      $14.00            $2,450,000          $393.49
=========================================================================================
</TABLE>

(1)  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 Koppers Industries, Inc. Stock
     Redemption and Purchase Plan described herein.


(2)  Pursuant to Rule 457(h)(1), the registration fee has been computed on the 
     basis of the book value of such securities computed as of November 30, 
     1997 in the amount of $7.42.


The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

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

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION. *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
    S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Koppers Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement.

          (A) Company's Annual Report on Form 10-K (File No. 1-12716) for the
              fiscal year ended December 31, 1996.

          (B) Company's Quarterly Report on Form 10-Q (File No. 1-12716) for
              the quarter ended March 31, 1997. Company's Quarterly Report on
              Form 10-Q (File No. 1-12716) for the quarter ended June 30, 1997.
              Company's Quarterly Report on Form 10-Q (File No. 1-12716) for the
              quarter ended September 30, 1997. Company's Report on Form 8-K
              (File No. 1-12716) dated December 15, 1997.

          (C) Not applicable.

          In addition, all documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Pursuant to its Restated and Amended Articles of Incorporation, the
Company is authorized to issue up to 37,000,000 shares of voting common stock,
$.01 par value per share ("Voting Common Stock"), 3,000,000 shares of non-voting
common stock, $.01 par value per share ("Non-Voting Common Stock" together with
the Voting Common Stock, the "Common Stock") and 10,000,000 shares of preferred
stock, $.01 par value per share ("Preferred Stock"). As of December 12, 1997, an
aggregate of 4,961,807 shares of Common Stock was outstanding and held of record
by 123 stockholders. As of December 12, 1997, 2,145,624 shares of senior
convertible Preferred Stock were outstanding. Holders of Voting Common Stock are
entitled to one vote for each share held on all matters submitted to a vote of
stockholders. The Company, Saratoga Partners III, L.P. and the Management
Investors are parties to a stockholders' agreement dated as of December 1, 1997
(the "Stockholders' Agreement") which controls the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available
therefor, subject to any preferential dividend rights of outstanding preferred
stock. Upon the liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive ratably the net assets of the
Company available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding preferred stock. Holders of the
Common Stock have no preemptive, subscription, redemption or conversion rights
other than as set forth in the Stockholders' Agreement. The outstanding shares
of Common Stock are, and the Shares offered by the Company in the offerings will
be, when issued and paid for, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future.
<PAGE>
 
          Moreover, as a condition to participating in and acquiring Shares of
Common Stock of the Company through the Stock Redemption and Purchase Plan, each
participant must: (i) agree in writing to be bound by the Stockholders'
Agreement, (ii) execute a proxys appointing Robert K. Wagner and Clayton A.
Sweeney as their representative for the term of the Stockholders' Agreement to
vote on his or her behalf as a stockholder on any matter coming before the
stockholders of the Company, and (iii) appoint Robert K. Wagner and Clayton A.
Sweeney as his or her attorneys-in-fact to execute the Stockholders' Agreement
on his or her behalf and to sign, acknowledge, file and record any instrument
under the laws of any federal or state governmental agency, or which they deem
advisable to file.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Dickie, McCamey & Chilcote, P.C. of Pittsburgh, Pennsylvania, has been
retained as outside counsel to the Company. Clayton A. Sweeney, a shareholder
and Director of the Company, is also a shareholder and Director of Dickie,
McCamey & Chilcote, P.C.  Mr. Sweeney is one of two Representatives of the
Management Investors (as such term is defined in the Stockholders' Agreement)
and, as such, was granted an irrevocable proxy for the term of the Stockholders'
Agreement to vote the shares of the Management Investors.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Sections 1741 and 1742 of the BCL provide that a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person 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 or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.  In the case of an action by or in
the right of the corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless, and
only to the extent that, a court determines upon application that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.

          BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct.  Such determination shall be made:

          (1) by the Board of Directors by a majority vote of a quorum
              consisting of directors who were not parties to the proceeding; or

          (2) if such a quorum is not obtainable, or if obtainable and a
              majority vote of a quorum of disinterested directors so directs,
              by independent legal counsel in a written opinion; or

          (3) by the shareholders.

          Notwithstanding the above, BCL Section 1743 provides that to the
extent that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any 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.

          BCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the indemnitee is not entitled to
be indemnified by the corporation.

          BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions are not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be

                                       2
<PAGE>
 
granted under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise for any action taken or any failure to take any action
whether or not the corporation would have the power to indemnify the person
under any other provision of law and whether or not the indemnified liability
arises or arose from any action by or in the right of the corporation, provided,
however, that no indemnification is determined by a court to have constituted
willful misconduct or recklessness.

          BCL Section 1747 permits a Pennsylvania 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 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
the person against such liability under the provisions described above.

          The Company's Articles of Incorporation and Bylaws provide for (i)
indemnification of directors, officers, employees and agents of the Company and
its subsidiaries and (ii) the elimination of a director's liability for monetary
damages, to the maximum extent permitted by the BCL.  The Company also maintains
directors' and officers' liability insurance covering its directors and officers
with respect to liabilities, including liabilities under the Securities Act of
1933, as amended, which they may incur in connection with their serving as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The Exhibits listed on the Index of Exhibits attached hereto are
incorporated by reference and are part of this Registration Statement.

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned Company hereby undertakes:

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

                   (i)   To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the dollar value of securities offered
               would not exceed that which was registered) and any deviation
               from the low or high end of the estimated maximum offering range
               may be reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than a 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               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;

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

                                       3
<PAGE>
 
               (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 Company hereby further undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company'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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Pittsburgh, Pennsylvania on December 15, 1997.

                                   KOPPERS INDUSTRIES, INC.


                                   By: /s/ Robert K. Wagner
                                      ----------------------------------------
                                      Robert K. Wagner
                                      Chief Executive Officer

                                       4
<PAGE>
 
                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert K. Wagner and Clayton A. Sweeney, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her 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 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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

       IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 15th day of December, 1997.

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

Name                         Title(s)                         Date
----                         --------                         ----


/s/ Robert K. Wagner                                          December 15, 1997
-------------------------    Chairman, Chief                  -----------  
Robert K. Wagner             Executive Officer and Director
 

/s/ Donald E. Davis                                           December 15, 1997
-------------------------    Vice President and               -----------  
Donald E. Davis              Chief Financial Officer

/s/ Christian L. Oberbeck                                     December 15, 1997
-------------------------    Director                         -----------  
Christian L. Oberbeck

/s/ Clayton A. Sweeney                                        December 15, 1997
-------------------------    Director                         -----------  
Clayton A. Sweeney

/s/ Brooks C. Wilson                                          December 15, 1997
-------------------------    Director                         -----------  
Brooks C. Wilson

/s/ N. H. Prater                                              December 15, 1997
-------------------------    Director                         -----------  
N. H. Prater

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

                                        
Exhibit Number       Exhibit
--------------       ------- 


      4.1            Articles of Amendment of Koppers Industries, Inc.
                     Restated and Amended Articles of Incorporation of Koppers
                     Industries, Inc.

      4.2            Restated and Amended Bylaws of Koppers Industries, Inc.

      4.3            Stockholders' Agreement by and among Koppers Industries,
                     Inc., Saratoga Partners, III, L.P. and The Management
                     Investors

      4.4            Koppers Industries, Inc. Stock Redemption and Purchase Plan

      5.1            Opinion of Counsel regarding legality of securities to be
                     offered

     15.1            Not applicable

     23.1            Consent of Counsel
                     (included in Exhibit 5.1)

     23.2            Consent of Ernst & Young Sydney Australia

     23.3            Consent of Ernst & Young LLP, Pittsburgh

     24.1            Power of Attorney (See page 5 of this Registration
                     Statement)

     28.1            Not applicable

     99.1            Not applicable

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23298}]
{"company-data": {"conformed-name": "KOPPERS INDUSTRIES INC", "cik": "0000916075", "assigned-sic": "2400", "irs-number": "251588399", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42989", "film-number": "97742701"}, "business-address": {"street1": "436 SEVENTH AVE", "city": "PITTSBURG", "state": "PA", "zip": "15219", "phone": "4122272001"}, "mail-address": {"street1": "436 SEVENTH AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15219"}}
As filed with the Securities and Exchange Commission on December 22, 1997

                                                        Registration No. 33-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           _________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           THE SECURITIES ACT OF 1933

                              ____________________

                            KOPPERS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

              Pennsylvania                                25-1588399
     (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                Identification Number)

            436 Seventh Avenue                            15219-1800
        Pittsburgh, Pennsylvania                          (Zip Code)
         (Address of Principal
           Executive Offices)

          KOPPERS INDUSTRIES, INC. STOCK REDEMPTION AND PURCHASE PLAN
                           (Full title of the plan)

                              ____________________

 
           Robert K. Wagner
President and Chief Executive Officer                      Copy to:
       Koppers Industries, Inc.                Clayton A. Sweeney, Esquire
          436 Seventh Avenue                 Dickie, McCamey & Chilcote, P.C.
 Pittsburgh, Pennsylvania  15219-1800            Two PPG Place, Suite 400
            (412) 227-2001                 Pittsburgh, Pennsylvania  15222-5402
     (Name, address, and telephone                    (412) 281-7272
      number, including area code,
         of agent for service)
 
 
                        CALCULATION OF REGISTRATION FEE
=========================================================================================
   Title of                 Amount        Proposed           Proposed          Amount of
 Securities to              To Be          Maximum            Maximum        Registration
Be Registered(1)          Registered   Offering Price        Aggregate          Fee(2)
                                        Per Share        Offering Price   
-----------------------------------------------------------------------------------------
Common Stock, $.01 par       
 value..................    175,000      $14.00            $2,450,000          $393.49
=========================================================================================
(1)  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 Koppers Industries, Inc. Stock
     Redemption and Purchase Plan described herein.

(2)  Pursuant to Rule 457(h)(1), the registration fee has been computed on the 
     basis of the book value of such securities computed as of November 30, 
     1997 in the amount of $7.42.

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION. *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
    S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Koppers Industries, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement.

          (A) Company's Annual Report on Form 10-K (File No. 1-12716) for the
              fiscal year ended December 31, 1996.

          (B) Company's Quarterly Report on Form 10-Q (File No. 1-12716) for
              the quarter ended March 31, 1997. Company's Quarterly Report on
              Form 10-Q (File No. 1-12716) for the quarter ended June 30, 1997.
              Company's Quarterly Report on Form 10-Q (File No. 1-12716) for the
              quarter ended September 30, 1997. Company's Report on Form 8-K
              (File No. 1-12716) dated December 15, 1997.

          (C) Not applicable.

          In addition, all documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Pursuant to its Restated and Amended Articles of Incorporation, the
Company is authorized to issue up to 37,000,000 shares of voting common stock,
$.01 par value per share ("Voting Common Stock"), 3,000,000 shares of non-voting
common stock, $.01 par value per share ("Non-Voting Common Stock" together with
the Voting Common Stock, the "Common Stock") and 10,000,000 shares of preferred
stock, $.01 par value per share ("Preferred Stock"). As of December 12, 1997, an
aggregate of 4,961,807 shares of Common Stock was outstanding and held of record
by 123 stockholders. As of December 12, 1997, 2,145,624 shares of senior
convertible Preferred Stock were outstanding. Holders of Voting Common Stock are
entitled to one vote for each share held on all matters submitted to a vote of
stockholders. The Company, Saratoga Partners III, L.P. and the Management
Investors are parties to a stockholders' agreement dated as of December 1, 1997
(the "Stockholders' Agreement") which controls the election of directors.
Holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available
therefor, subject to any preferential dividend rights of outstanding preferred
stock. Upon the liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive ratably the net assets of the
Company available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding preferred stock. Holders of the
Common Stock have no preemptive, subscription, redemption or conversion rights
other than as set forth in the Stockholders' Agreement. The outstanding shares
of Common Stock are, and the Shares offered by the Company in the offerings will
be, when issued and paid for, fully paid and nonassessable. The rights,
preferences and privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of shares of any series of
Preferred Stock which the Company may designate and issue in the future.
Moreover, as a condition to participating in and acquiring Shares of
Common Stock of the Company through the Stock Redemption and Purchase Plan, each
participant must: (i) agree in writing to be bound by the Stockholders'
Agreement, (ii) execute a proxys appointing Robert K. Wagner and Clayton A.
Sweeney as their representative for the term of the Stockholders' Agreement to
vote on his or her behalf as a stockholder on any matter coming before the
stockholders of the Company, and (iii) appoint Robert K. Wagner and Clayton A.
Sweeney as his or her attorneys-in-fact to execute the Stockholders' Agreement
on his or her behalf and to sign, acknowledge, file and record any instrument
under the laws of any federal or state governmental agency, or which they deem
advisable to file.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Dickie, McCamey & Chilcote, P.C. of Pittsburgh, Pennsylvania, has been
retained as outside counsel to the Company. Clayton A. Sweeney, a shareholder
and Director of the Company, is also a shareholder and Director of Dickie,
McCamey & Chilcote, P.C.  Mr. Sweeney is one of two Representatives of the
Management Investors (as such term is defined in the Stockholders' Agreement)
and, as such, was granted an irrevocable proxy for the term of the Stockholders'
Agreement to vote the shares of the Management Investors.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Sections 1741 and 1742 of the BCL provide that a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person 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 or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.  In the case of an action by or in
the right of the corporation, such indemnification is limited to expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless, and
only to the extent that, a court determines upon application that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.

          BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct.  Such determination shall be made:

          (1) by the Board of Directors by a majority vote of a quorum
              consisting of directors who were not parties to the proceeding; or

          (2) if such a quorum is not obtainable, or if obtainable and a
              majority vote of a quorum of disinterested directors so directs,
              by independent legal counsel in a written opinion; or

          (3) by the shareholders.

          Notwithstanding the above, BCL Section 1743 provides that to the
extent that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any 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.

          BCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the indemnitee is not entitled to
be indemnified by the corporation.

          BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions are not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be

                                       2
granted under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise for any action taken or any failure to take any action
whether or not the corporation would have the power to indemnify the person
under any other provision of law and whether or not the indemnified liability
arises or arose from any action by or in the right of the corporation, provided,
however, that no indemnification is determined by a court to have constituted
willful misconduct or recklessness.

          BCL Section 1747 permits a Pennsylvania 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 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
the person against such liability under the provisions described above.

          The Company's Articles of Incorporation and Bylaws provide for (i)
indemnification of directors, officers, employees and agents of the Company and
its subsidiaries and (ii) the elimination of a director's liability for monetary
damages, to the maximum extent permitted by the BCL.  The Company also maintains
directors' and officers' liability insurance covering its directors and officers
with respect to liabilities, including liabilities under the Securities Act of
1933, as amended, which they may incur in connection with their serving as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The Exhibits listed on the Index of Exhibits attached hereto are
incorporated by reference and are part of this Registration Statement.

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned Company hereby undertakes:

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

                   (i)   To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the dollar value of securities offered
               would not exceed that which was registered) and any deviation
               from the low or high end of the estimated maximum offering range
               may be reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than a 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               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;

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

                                       3
(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 Company hereby further undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each
filing of the Company'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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Pittsburgh, Pennsylvania on December 15, 1997.

                                   KOPPERS INDUSTRIES, INC.

                                   By: /s/ Robert K. Wagner
                                      ----------------------------------------
                                      Robert K. Wagner
                                      Chief Executive Officer

                                       4
POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert K. Wagner and Clayton A. Sweeney, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him or her and in his or her 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 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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

       IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 15th day of December, 1997.

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

Name                         Title(s)                         Date
----                         --------                         ----

/s/ Robert K. Wagner                                          December 15, 1997
-------------------------    Chairman, Chief                  -----------  
Robert K. Wagner             Executive Officer and Director
 

/s/ Donald E. Davis                                           December 15, 1997
-------------------------    Vice President and               -----------  
Donald E. Davis              Chief Financial Officer

/s/ Christian L. Oberbeck                                     December 15, 1997
-------------------------    Director                         -----------  
Christian L. Oberbeck

/s/ Clayton A. Sweeney                                        December 15, 1997
-------------------------    Director                         -----------  
Clayton A. Sweeney

/s/ Brooks C. Wilson                                          December 15, 1997
-------------------------    Director                         -----------  
Brooks C. Wilson

/s/ N. H. Prater                                              December 15, 1997
-------------------------    Director                         -----------  
N. H. Prater

                                       5
INDEX TO EXHIBITS
                               -----------------

                                        
Exhibit Number       Exhibit
--------------       ------- 

      4.1            Articles of Amendment of Koppers Industries, Inc.
                     Restated and Amended Articles of Incorporation of Koppers
                     Industries, Inc.

      4.2            Restated and Amended Bylaws of Koppers Industries, Inc.

      4.3            Stockholders' Agreement by and among Koppers Industries,
                     Inc., Saratoga Partners, III, L.P. and The Management
                     Investors

      4.4            Koppers Industries, Inc. Stock Redemption and Purchase Plan

      5.1            Opinion of Counsel regarding legality of securities to be
                     offered

     15.1            Not applicable

     23.1            Consent of Counsel
                     (included in Exhibit 5.1)

     23.2            Consent of Ernst & Young Sydney Australia

     23.3            Consent of Ernst & Young LLP, Pittsburgh

     24.1            Power of Attorney (See page 5 of this Registration
                     Statement)

     28.1            Not applicable

     99.1            Not applicable

                                       6