AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
                                              REGISTRATION NO. 333-_________

________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

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

                               ASARCO INCORPORATED
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         NEW JERSEY                                           13-492440
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                 180 MAIDEN LANE
                               NEW YORK, NY 10038
                                 (212) 510-2000
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             ______________________

                               ASARCO INCORPORATED
                           COMPENSATION DEFERRAL PLAN
                              (FULL TITLE OF PLAN)
                             ______________________

                               ROBERT FERRI, ESQ.
                                 180 MAIDEN LANE
                               NEW YORK, NY 10038
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 510-2000
                             ______________________

                                    COPY TO:
                                KEVIN KEOGH, ESQ.
                                  WHITE & CASE
                           1155 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036
                             ______________________
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

           TITLE OF                          PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
          SECURITIES        AMOUNT TO BE      OFFERING PRICE       AGGREGATE OFFERING        REGISTRATION
        TO BE REGISTERED     REGISTERED          PER SHARE                PRICE                 FEE(2)

     <S>                    <C>              <C>                   <C>                       <C>
     DEFERRED COMPENSATION
        OBLIGATIONS(1)       $10,000,000           100%                $10,000,000               $2,950

<FN>
     (1) THE DEFERRED  COMPENSATION  OBLIGATIONS  BEING  REGISTERED  ARE GENERAL
UNSECURED OBLIGATIONS OF ASARCO INCORPORATED TO PAY DEFERRED COMPENSATION IN THE
FUTURE  TO  PARTICIPATING  MEMBERS  OF A SELECT  GROUP OF  MANAGEMENT  OR HIGHLY
COMPENSATED  INDIVIDUALS IN ACCORDANCE WITH THE TERMS OF THE ASARCO INCORPORATED
COMPENSATION  DEFERRAL PLAN EFFECTIVE DECEMBER 1, 1996, AS AMENDED. 
     (2) PURSUANT TO RULE 457(H)(1).
</FN>
</TABLE>


<PAGE>
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          ASARCO  Incorporated (the "Company")  incorporates herein by reference
the following documents:

          (a) The Company's  Annual Report on Form 10-K (File No. 1-164) for the
fiscal year ended December 31, 1996;

          (b) The Company's  Quarterly Reports on Form 10-Q (File No. 1-164) for
the fiscal quarters ended March 30, 1997, June 30, 1997, and September 30, 1997;
and

          (c) The contents of the Company's  Registration Statement on Form S-8,
Registration  No.  333-16875  (filed with the  Commission on November 26, 1996),
except for Items 3 and 5 thereof and Exhibits 5.1, 23.1 and 23.2 thereto.

          In addition,  all documents filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this  Registration  Statement and
prior to the  filing  of a  post-effective  amendment  that  indicates  that all
securities offered herein have been sold or that deregisters all securities then
remaining  unsold shall be deemed to be incorporated  herein by reference and to
be a part hereof from the respective  date of filing of each such document.  Any
statement  contained in a document  incorporated  by  reference  herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document that also is incorporated or deemed to be incorporated  herein by
reference 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 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Mr. Robert Ferri, Secretary and acting General Counsel of the Company,
is elegible to participate in the Plan.



<PAGE>
ITEM 8.  EXHIBITS

          The following exhibits are filed with this Registration Statement:

Exhibit
  No.                                      Description
-------                                    -----------  
5.1                        Opinion of Robert Ferri.

23.1                       Consent of Robert Ferri (included in Exhibit 5.1).

23.2                       Consent of Coopers & Lybrand L.L.P.



<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 the City of New  York,  State of New  York,  on this 11th day of
February, 1998.



                                            ASARCO Incorporated


                                            By /s/ Richard de J. Osborne
                                               ---------------------------------
                                               Richard de J. Osborne
                                               Chairman and Chief Executive
                                               Officer


          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.
<TABLE>
<CAPTION>

              Signature                                  Title                              Date
              ---------                                  -----                              ----
<S>                                     <C>                                            <C>
    /s/ Richard de J. Osborne                     Chairman and Chief                   February 11, 1998
 ------------------------------------             Executive Officer                  
        Richard de J. Osborne                                       
                                                   

                  *                                   Director and                     February 11, 1998
-------------------------------------     President and Chief Operating Officer     
        Francis R. McAllister            

                                                     
    /s/ Kevin R. Morano                              Director and                      February 11, 1998
-------------------------------------        Executive Vice President and
           Kevin R. Morano                      Chief Financial Officer


    /s/ William Dowd                                  Controller                       February 11, 1998            
-------------------------------------                 
            William Dowd


                  *                                    Director                        February 11, 1998
-------------------------------------
         Willard C. Butcher


-------------------------------------                  Director                        February __, 1998
         Vincent A. Calarco


                  *                                    Director                        February 11, 1998
-------------------------------------
          James C. Cotting


                  *                                    Director                        February 11, 1998
-------------------------------------
          David C. Garfield


<PAGE>





                  *                                    Director                        February 11, 1998
-------------------------------------
            E. Gordon Gee


                  *                                    Director                        February 11, 1998
-------------------------------------
          James W. Kinnear


                  *                                    Director                        February 11, 1998
-------------------------------------
           Martha T. Muse


                  *                                    Director                        February 11, 1998
-------------------------------------
         Michael T. Nelligan


                  *                                    Director                        February 11, 1998
-------------------------------------
             John D. Ong


-------------------------------------                  Director                        February __, 1998
          Manuel T. Pacheco


                  *                                    Director                        February 11, 1998
-------------------------------------
             James Wood
</TABLE>


          * Kevin R. Morano, pursuant to a Power of Attorney executed by each of
the directors noted above and filed with the Securities and Exchange Commission,
by signing his name does hereby sign and execute this Registration  Statement on
Form S-8 on behalf of each such director.


                                                /s/ Kevin R. Morano
                                                --------------------------------
                                                Kevin R. Morano
                                                Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10426}]
{"company-data": {"conformed-name": "ASARCO INC", "cik": "0000007649", "assigned-sic": "3330", "irs-number": "134924440", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46181", "film-number": "98535352"}, "business-address": {"street1": "180 MAIDEN LN", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "2125102000"}, "former-company": {"former-conformed-name": "AMERICAN SMELTING & REFINING CO", "date-changed": "19760607"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
                                              REGISTRATION NO. 333-_________

________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

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

                               ASARCO INCORPORATED
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

         NEW JERSEY                                           13-492440
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                 180 MAIDEN LANE
                               NEW YORK, NY 10038
                                 (212) 510-2000
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             ______________________

                               ASARCO INCORPORATED
                           COMPENSATION DEFERRAL PLAN
                              (FULL TITLE OF PLAN)
                             ______________________

                               ROBERT FERRI, ESQ.
                                 180 MAIDEN LANE
                               NEW YORK, NY 10038
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 510-2000
                             ______________________

                                    COPY TO:
                                KEVIN KEOGH, ESQ.
                                  WHITE & CASE
                           1155 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036
                             ______________________
CALCULATION OF REGISTRATION FEE

           TITLE OF                          PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
          SECURITIES        AMOUNT TO BE      OFFERING PRICE       AGGREGATE OFFERING        REGISTRATION
        TO BE REGISTERED     REGISTERED          PER SHARE                PRICE                 FEE(2)
DEFERRED COMPENSATION
        OBLIGATIONS(1)       $10,000,000           100%                $10,000,000               $2,950
(1) THE DEFERRED  COMPENSATION  OBLIGATIONS  BEING  REGISTERED  ARE GENERAL
UNSECURED OBLIGATIONS OF ASARCO INCORPORATED TO PAY DEFERRED COMPENSATION IN THE
FUTURE  TO  PARTICIPATING  MEMBERS  OF A SELECT  GROUP OF  MANAGEMENT  OR HIGHLY
COMPENSATED  INDIVIDUALS IN ACCORDANCE WITH THE TERMS OF THE ASARCO INCORPORATED
COMPENSATION  DEFERRAL PLAN EFFECTIVE DECEMBER 1, 1996, AS AMENDED. 
     (2) PURSUANT TO RULE 457(H)(1).
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          ASARCO  Incorporated (the "Company")  incorporates herein by reference
the following documents:

          (a) The Company's  Annual Report on Form 10-K (File No. 1-164) for the
fiscal year ended December 31, 1996;

          (b) The Company's  Quarterly Reports on Form 10-Q (File No. 1-164) for
the fiscal quarters ended March 30, 1997, June 30, 1997, and September 30, 1997;
and

          (c) The contents of the Company's  Registration Statement on Form S-8,
Registration  No.  333-16875  (filed with the  Commission on November 26, 1996),
except for Items 3 and 5 thereof and Exhibits 5.1, 23.1 and 23.2 thereto.

          In addition,  all documents filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this  Registration  Statement and
prior to the  filing  of a  post-effective  amendment  that  indicates  that all
securities offered herein have been sold or that deregisters all securities then
remaining  unsold shall be deemed to be incorporated  herein by reference and to
be a part hereof from the respective  date of filing of each such document.  Any
statement  contained in a document  incorporated  by  reference  herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document that also is incorporated or deemed to be incorporated  herein by
reference 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 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Mr. Robert Ferri, Secretary and acting General Counsel of the Company,
is elegible to participate in the Plan.
ITEM 8.  EXHIBITS

          The following exhibits are filed with this Registration Statement:

Exhibit
  No.                                      Description
-------                                    -----------  
5.1                        Opinion of Robert Ferri.

23.1                       Consent of Robert Ferri (included in Exhibit 5.1).

23.2                       Consent of Coopers & Lybrand L.L.P.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 11th day of
February, 1998.

                                            ASARCO Incorporated

                                            By /s/ Richard de J. Osborne
                                               ---------------------------------
                                               Richard de J. Osborne
                                               Chairman and Chief Executive
                                               Officer

          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.
Signature                                  Title                              Date
              ---------                                  -----                              ----
/s/ Richard de J. Osborne                     Chairman and Chief                   February 11, 1998
 ------------------------------------             Executive Officer                  
        Richard de J. Osborne                                       
                                                   

                  *                                   Director and                     February 11, 1998
-------------------------------------     President and Chief Operating Officer     
        Francis R. McAllister            

                                                     
    /s/ Kevin R. Morano                              Director and                      February 11, 1998
-------------------------------------        Executive Vice President and
           Kevin R. Morano                      Chief Financial Officer

    /s/ William Dowd                                  Controller                       February 11, 1998            
-------------------------------------                 
            William Dowd

                  *                                    Director                        February 11, 1998
-------------------------------------
         Willard C. Butcher

-------------------------------------                  Director                        February __, 1998
         Vincent A. Calarco

                  *                                    Director                        February 11, 1998
-------------------------------------
          James C. Cotting

                  *                                    Director                        February 11, 1998
-------------------------------------
          David C. Garfield
*                                    Director                        February 11, 1998
-------------------------------------
            E. Gordon Gee

                  *                                    Director                        February 11, 1998
-------------------------------------
          James W. Kinnear

                  *                                    Director                        February 11, 1998
-------------------------------------
           Martha T. Muse

                  *                                    Director                        February 11, 1998
-------------------------------------
         Michael T. Nelligan

                  *                                    Director                        February 11, 1998
-------------------------------------
             John D. Ong

-------------------------------------                  Director                        February __, 1998
          Manuel T. Pacheco

                  *                                    Director                        February 11, 1998
-------------------------------------
             James Wood
* Kevin R. Morano, pursuant to a Power of Attorney executed by each of
the directors noted above and filed with the Securities and Exchange Commission,
by signing his name does hereby sign and execute this Registration  Statement on
Form S-8 on behalf of each such director.

                                                /s/ Kevin R. Morano
                                                --------------------------------
                                                Kevin R. Morano
                                                Attorney-in-Fact