AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996
                        REGISTRATION NO.  33-_________
                                                                               
                                                                             

                      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
                           1996 STOCK INCENTIVE PLAN
                             (FULL TITLE OF PLAN)
                              __________________
                         AUGUSTUS B. KINSOLVING, ESQ.
                                180 MAIDEN LANE
                              NEW YORK, NY 10038
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
<PAGE>
                              ___________________
                                   COPY TO:
                               KEVIN KEOGH, ESQ.
                                 WHITE & CASE
                          1155 AVENUE OF THE AMERICAS
                              NEW YORK, NY 10036
                              ___________________
 TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:  (212) 510-2000
<PAGE>
<TABLE>

                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>

  TITLE OF SECURITIES        AMOUNT TO         PROPOSED MAXIMUM      PROPOSED MAXIMUM
   TO BE REGISTERED        BE REGISTERED        OFFERING PRICE           AGGREGATE             AMOUNT OF
                                                   PER SHARE          OFFERING PRICE       REGISTRATION FREE
          <S>                   <C>                   <C>                   <C>                   <C>

    COMMON STOCK, 
   WITHOUT PAR VALUE     1,500,000 SHARES          $25.6875             $38,531,250       $11,676.14


</TABLE>

*PLUS AN INDETERMINATE NUMBER OF ADDITIONAL SHARES THAT MAY BE OFFERED AND
ISSUED TO PREVENT DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR
SIMILAR TRANSACTIONS.

**ESTIMATED PURSUANT TO RULE 457 OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES ACT OF 1933 SOLELY FOR THE PURPOSES OF COMPUTING THE
REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW SALES PRICES OF THE
SECURITIES BEING REGISTERED HEREBY ON THE NEW YORK STOCK EXCHANGE COMPOSITE
TAPE ON DECEMBER 12, 1996.
<PAGE>
 


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          ASARCO Incorporated (the "Company") hereby 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, 1995;

          (b)  Proxy Statement for the Annual Meeting of Stockholders on April
24, 1996 (filed with the Securities and Exchange Commission (the "Commission")
on March 8, 1996);

          (c)  The Company's Quarterly Reports on Form 10-Q (File No. 1-164)
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996; and

          (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3, as filed with the Commission on
April 9, 1996 (Registration No. 33-02359).

          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 4.  DESCRIPTION OF SECURITIES.

          Not applicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Article 9 of the Certificate of Incorporation of the Company
provides as follows:

          "9.  This corporation shall indemnify to the full extent permitted
by law any person made, or threatened to be made, a party to any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding and any appeal therein (and any inquiry or investigation
which could lead to such action, suit or proceeding) by reason of the fact
that he is or was a director, officer or employee of this corporation or
serves or served any other enterprise as a director, officer or employee at
the request of this corporation.  Such right of indemnification shall inure to
the benefit of the legal representative of any such person."

          In April 1987, the Company adopted and its shareholders approved a
By-law amendment which requires it to indemnify directors and officers in
<PAGE>
certain circumstances, to advance certain expenses, to obtain indemnification
insurance and to follow specific procedures for determining whether a director
or officer has met applicable standards of conduct.  The By-law amendment also
establishes a statute of limitations for certain actions against directors and
officers.  These provisions in the Certificate of Incorporation and By-laws
are permitted under Section 14A:3-5 of the New Jersey Business Corporation
Act, set forth below.

          Section 14A:3-5 of the New Jersey Business Corporation Act governs
the indemnification of directors, officers and employees of the Company.  The
following is the text of the Section which became effective February 4, 1989:

          "(1) As used in this section,

          (a)  "Corporate agent" means any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent
corporation, or the legal representative of any such director, officer,
trustee, employee or agent;

          (b)  "Other enterprise" means any domestic or foreign corporation,
other than the indemnifying corporation, and any partnership, joint venture,
sole proprietorship, trust or other enterprise, whether or not for profit,
served by a corporate agent;

          (c)  "Expenses" means reasonable costs, disbursements and counsel
fees;

          (d)  "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;

          (e)  "Proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and any
appeal therein and any inquiry or investigation which could lead to such
action, suit or proceeding; and

          (f)  References to "other enterprises" include employee benefit
plans; references to "fines" include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the indemnifying corporation" include any service as a corporate
agent which imposes duties on or involves services by, the corporate agent
with respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed
to the best interests of the corporation" as referred to in this section.

          "(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the
corporation, if

          (a)  such corporate agent 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

          (b)  with respect to any criminal proceeding, such corporate agent
               had no reasonable cause to believe his conduct was unlawful. 
               The termination of any proceeding by judgment, order,
               settlement, conviction or upon a plea of nolo contendere or its
               equivalent shall not of itself create a presumption that such
<PAGE>
               corporate agent did not meet the applicable standards of
               conduct set forth in paragraphs 14A:3-5(2)(a) and 14A:3-
               5(2)(b).

          "(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of
the corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate agent, 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.  However, in such proceeding
no indemnification shall be provided in respect of any claim, issue or matter
as to which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the case, such corporate agent is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall
deem proper.

          "(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses
to the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-
5(3) or in defense of any claim, issue or matter therein. 

          "(5) Any indemnification under subsection 14A:3-5(2) and, unless
ordered by a court, under subsection 14A:3-5(3) may be made by the corporation
only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent met
the applicable standard of conduct set forth in subsection 14A:3-5(2) or
subsection 14A:3-5(3).  Unless otherwise provided in the certificate of
incorporation or bylaws, such determination shall be made

          (a)  by the board of directors or a committee thereof, acting by a
               majority vote of a quorum consisting of directors who were not
               parties to or otherwise involved in the proceeding; or

          (b)  if such a quorum is not obtainable, or, even if obtainable and
               such quorum of the board of directors or committee by a
               majority vote of the disinterested directors so directs, by
               independent legal counsel, in a written opinion, such counsel
               to be designated by the board of directors; or

          (c)  by the shareholders if the certificate of incorporation or
               bylaws or a resolution of the board of directors or of the
               shareholders so directs.

          "(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition
of the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

          "(7)(a)  If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-
5(6), a corporate agent may apply to a court for an award of indemnification
by the corporation, and such court

               (i)  may award indemnification to the extent authorized under
          subsections 14A:3-5(2) and 14A:3-5(3) and shall award
          indemnification to the extent required under subsection 14A:3-5(4),
          notwithstanding any contrary determination which may have been made
          under subsection 14A:3-5(5); and
<PAGE>
               (ii)  may allow reasonable expenses to the extent authorized
          by, and subject to the provisions of, subsection 14A:3-5(6), if the
          court shall find that the corporate agent has by his pleadings or
          during the course of the proceeding raised genuine issues of fact or
          law.

          (b)  Application for such indemnification may be made

               (i)  in the civil action in which the expenses were or are to
          be incurred or other amounts were or are to be paid; or

               (ii)  to the Superior Court in a separate proceeding.  If the
          application is for indemnification arising out of a civil action, it
          shall set forth reasonable cause for the failure to make application
          for such relief in the action or proceeding in which the expenses
          were or are to be incurred or other amounts were or are to be paid.

          The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and form as
may be required by the applicable rules of court or, in the absence thereof,
by direction of the court to which it is made.  Such application shall be upon
notice to the corporation.  The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
person as it may designate in such manner as it may require.

          "(8)The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation, to
which a corporate agent may be entitled under a certificate of incorporation,
bylaw, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions

          (a)  were in breach of his duty of loyalty to the corporation or its
               shareholders, as defined in subsection (3) of N.J.S. 14A:2-7;

          (b)  were not in good faith or involved a knowing violation of law;
               or

          (c)  resulted in receipt by the corporate agent of an improper
               personal benefit.

          "(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would have
the power to indemnify him against such expenses and liabilities under the
provisions of this section.  The corporation may purchase such insurance from,
or such insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.

          "(10)  The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.

          "(11)  Except as required by subsection 14A:3-5(4), no
indemnification shall be made or expenses advanced by a corporation under this
section, and none shall be ordered by a court, if such action would be
inconsistent with a provision of the certificate of incorporation, a bylaw, a
resolution of the board of directors or of the shareholders, an agreement or
other proper corporate action, in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding, which prohibits, limits or
<PAGE>
otherwise conditions the exercise of indemnification powers by the corporation
or the rights of indemnification to which a corporate agent may be entitled.

          "(12)  This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when the
corporate agent has not been made a party to the proceeding."

          The Company has various insurance policies, which became effective
April 15, 1996, insuring directors and officers against certain liabilities
they may incur, including liabilities under the Securities Act of 1933, as
amended.  The policies provide coverage for claims not reimbursed by the
Company up to an aggregate limit of $75 million without deductible.  For
claims which are reimbursed by the Company, the policies provide coverage up
to $75 million with a deductible of $1 million.  These policies remain in
effect.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


ITEM 8.  EXHIBITS

          The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
  No.                     Description


4.1       Certificate of Incorporation:

     (a)  Certificate of Incorporation--restated, filed May 4, 1970 (Filed as
          an Exhibit to the Company's 1980 Annual Report on Form 10-K and
          incorporated herein by reference).

     (b)  Certificate of Amendment to the Certificate of Incorporation
          effective April 23, 1975 (Filed as an Exhibit to the Company's 1980
          Annual Report on Form 10-K and incorporated herein by reference).

     (c)  Certificate of Amendment of Certificate of Incorporation executed
          April 14, 1981 (Filed as an Exhibit to Post-Effective Amendment No.
          8 to Registration Statement No. 2-47616, filed April 30, 1981 and
          incorporated herein by reference).

     (d)  Certificate of Amendment of Restated Certificate of Incorporation
          filed on May 6, 1985 (Filed as an Exhibit to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1985 and
          incorporated herein by reference).

     (e)  Certificate of Amendment of Certificate of Incorporation filed July
          21, 1986 (Filed as an Exhibit to the Company's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1986 and incorporated
          herein by reference).

     (f)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed April 22, 1987 (Filed as an Exhibit to the
          Company's 1987 Annual Report on Form 10-K and incorporated herein by
          reference).

     (g)  Statement of Cancellation filed July 31, 1987 whereby 155,000 shares
          of Series A Cumulative Preferred Stock and 862,500 shares of $9.00
          Convertible Exchangeable Preferred Stock were cancelled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
<PAGE>
          incorporated herein by reference).

     (h)  Statement of Cancellation filed November 20, 1987 whereby 1,026,900
          shares of Series A Cumulative Preferred Stock were cancelled (Filed
          as an Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (i)  Statement of Cancellation filed December 18, 1987 whereby 1,250,000
          shares of Series B Cumulative Convertible Preferred Stock were
          cancelled (Filed as an Exhibit to the Company's 1987 Annual Report
          on Form 10-K and incorporated herein by reference).

     (j)  Statement of Cancellation filed March 3, 1988 whereby 27,000 shares
          of Series A Cumulative Preferred Stock were cancelled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (k)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed August 7, 1989 (Filed as an Exhibit to the
          Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1989 and incorporated herein by reference).

4.2       By-Laws as last amended June 26, 1991 (Filed as an Exhibit to the
          Company's 1991 Annual Report on Form 10-K and incorporated herein by
          reference).

4.3       Form of Rights Agreement dated as of July 25, 1989, between the
          Company and First Chicago Trust Company of New York, as Rights
          Agent, defining the rights of shareholders under a July 1989
          Shareholders' Rights plan and dividend declaration (filed as an
          Exhibit to the Company's report on Form 8-K filed on July 28, 1989
          and incorporated herein by reference).

4.4       Rights Agreement Amendment dated as of September 24, 1992, between
          the Company and the Bank of New York, as Successor Rights Agent
          under the Rights Agreement listed above (filed as an Exhibit to the
          Company's 1992 Annual Report on Form 10-K and incorporated herein by
          reference).

4.5       Second Rights Agreement Amendment dated as of February 23, 1995,
          between the Company and the Bank of New York (filed as an Exhibit to
          the Company's 1992 Annual Report on Form 10-K and incorporated
          herein by reference).

4.6       ASARCO Incorporated 1996 Stock Incentive Plan, adopted by the
          Company's Shareholders on April 24, 1996.

5.1       Opinion of Augustus B. Kinsolving.

15.1      Letters of Coopers & Lybrand L.L.P., independent accountants,
          regarding unaudited financial statements (filed as Exhibits to the
          Company's Quarterly Reports on Form 10-Q for the periods ended March
          31, June 30 and September 30, 1996, and incorporated herein by
          reference).

23.1      Consent of Augustus B. Kinsolving (included in Exhibit 5.1).

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

24.1      Powers of Attorney (filed as Exhibit 24.1 to the Company's
          Registration Statement on Form S-8, Registration No. 33-16875, as
          filed with the Commission on November 26, 1996, and incorporated
          herein by reference).


ITEM 9.   UNDERTAKINGS
<PAGE>
          (a)  The undersigned Registrant hereby undertakes:

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

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

          (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; and

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

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

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

          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<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
16th day of November, 1996.


                    ASARCO Incorporated

                    By /s/ Richard de J. Osborne
                       Richard de J. Osborne
                       Chairman of the Board, Chief
                       Executive Officer and President
<PAGE>

          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>


              Signature                        Title                     Date
                 <S>                            <C>                      <C>

  /s/ Richard de J. Osborne           Chairman, President and   November 16, 1996
  Richard de J. Osborne               Chief Executive Officer


  _________________________           Director and Executive    November 16, 1996
  Francis R. McAllister*              Vice President

  /s/ Kevin R. Morano                 Vice President and        November 16, 1996
  Kevin R. Morano                     Chief Financial Officer


  /s/ William Dowd                    Controller                November 16, 1996
  William Dowd

  _________________________           Director                  November 16, 1996
  Willard C. Butcher*

  _________________________           Director                  November 16, 1996
  James C. Cotting*

  _________________________           Director                  November 16, 1996
  David C. Garfield*

  _________________________           Director                  November  , 1996
  E. Gordon Gee*

  _________________________           Director                  November 16, 1996
  James W. Kinnear*

  _________________________           Director                  November 16, 1996
  Martha T. Muse*

  _________________________           Director                  November 16, 1996
  Michael T. Nelligan*

  _________________________           Director                  November 16, 1996
  John D. Ong*

  _________________________           Director                  November 16, 1996
  James Wood*

</TABLE>
<PAGE>

     *Augustus B. Kinsolving, 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/ Augustus B. Kinsolving
                              Augustus B. Kinsolving
                              Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30764}]
{"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": "333-18083", "film-number": "96682225"}, "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 DECEMBER 17, 1996
                        REGISTRATION NO.  33-_________
                                                                               
                                                                             

                      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
                           1996 STOCK INCENTIVE PLAN
                             (FULL TITLE OF PLAN)
                              __________________
                         AUGUSTUS B. KINSOLVING, ESQ.
                                180 MAIDEN LANE
                              NEW YORK, NY 10038
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
___________________
                                   COPY TO:
                               KEVIN KEOGH, ESQ.
                                 WHITE & CASE
                          1155 AVENUE OF THE AMERICAS
                              NEW YORK, NY 10036
                              ___________________
 TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:  (212) 510-2000
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES        AMOUNT TO         PROPOSED MAXIMUM      PROPOSED MAXIMUM
   TO BE REGISTERED        BE REGISTERED        OFFERING PRICE           AGGREGATE             AMOUNT OF
                                                   PER SHARE          OFFERING PRICE       REGISTRATION FREE
COMMON STOCK, 
   WITHOUT PAR VALUE     1,500,000 SHARES          $25.6875             $38,531,250       $11,676.14
*PLUS AN INDETERMINATE NUMBER OF ADDITIONAL SHARES THAT MAY BE OFFERED AND
ISSUED TO PREVENT DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS OR
SIMILAR TRANSACTIONS.

**ESTIMATED PURSUANT TO RULE 457 OF THE GENERAL RULES AND REGULATIONS UNDER
THE SECURITIES ACT OF 1933 SOLELY FOR THE PURPOSES OF COMPUTING THE
REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW SALES PRICES OF THE
SECURITIES BEING REGISTERED HEREBY ON THE NEW YORK STOCK EXCHANGE COMPOSITE
TAPE ON DECEMBER 12, 1996.
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          ASARCO Incorporated (the "Company") hereby 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, 1995;

          (b)  Proxy Statement for the Annual Meeting of Stockholders on April
24, 1996 (filed with the Securities and Exchange Commission (the "Commission")
on March 8, 1996);

          (c)  The Company's Quarterly Reports on Form 10-Q (File No. 1-164)
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996; and

          (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-3, as filed with the Commission on
April 9, 1996 (Registration No. 33-02359).

          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 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Article 9 of the Certificate of Incorporation of the Company
provides as follows:

          "9.  This corporation shall indemnify to the full extent permitted
by law any person made, or threatened to be made, a party to any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding and any appeal therein (and any inquiry or investigation
which could lead to such action, suit or proceeding) by reason of the fact
that he is or was a director, officer or employee of this corporation or
serves or served any other enterprise as a director, officer or employee at
the request of this corporation.  Such right of indemnification shall inure to
the benefit of the legal representative of any such person."

          In April 1987, the Company adopted and its shareholders approved a
By-law amendment which requires it to indemnify directors and officers in
certain circumstances, to advance certain expenses, to obtain indemnification
insurance and to follow specific procedures for determining whether a director
or officer has met applicable standards of conduct.  The By-law amendment also
establishes a statute of limitations for certain actions against directors and
officers.  These provisions in the Certificate of Incorporation and By-laws
are permitted under Section 14A:3-5 of the New Jersey Business Corporation
Act, set forth below.

          Section 14A:3-5 of the New Jersey Business Corporation Act governs
the indemnification of directors, officers and employees of the Company.  The
following is the text of the Section which became effective February 4, 1989:

          "(1) As used in this section,

          (a)  "Corporate agent" means any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
request of the indemnifying corporation, or of any such constituent
corporation, or the legal representative of any such director, officer,
trustee, employee or agent;

          (b)  "Other enterprise" means any domestic or foreign corporation,
other than the indemnifying corporation, and any partnership, joint venture,
sole proprietorship, trust or other enterprise, whether or not for profit,
served by a corporate agent;

          (c)  "Expenses" means reasonable costs, disbursements and counsel
fees;

          (d)  "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;

          (e)  "Proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding, and any
appeal therein and any inquiry or investigation which could lead to such
action, suit or proceeding; and

          (f)  References to "other enterprises" include employee benefit
plans; references to "fines" include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the indemnifying corporation" include any service as a corporate
agent which imposes duties on or involves services by, the corporate agent
with respect to an employee benefit plan, its participants, or beneficiaries;
and a person who acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed
to the best interests of the corporation" as referred to in this section.

          "(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the
corporation, if

          (a)  such corporate agent 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

          (b)  with respect to any criminal proceeding, such corporate agent
               had no reasonable cause to believe his conduct was unlawful. 
               The termination of any proceeding by judgment, order,
               settlement, conviction or upon a plea of nolo contendere or its
               equivalent shall not of itself create a presumption that such
corporate agent did not meet the applicable standards of
               conduct set forth in paragraphs 14A:3-5(2)(a) and 14A:3-
               5(2)(b).

          "(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of
the corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate agent, 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.  However, in such proceeding
no indemnification shall be provided in respect of any claim, issue or matter
as to which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the case, such corporate agent is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall
deem proper.

          "(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses
to the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-
5(3) or in defense of any claim, issue or matter therein. 

          "(5) Any indemnification under subsection 14A:3-5(2) and, unless
ordered by a court, under subsection 14A:3-5(3) may be made by the corporation
only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent met
the applicable standard of conduct set forth in subsection 14A:3-5(2) or
subsection 14A:3-5(3).  Unless otherwise provided in the certificate of
incorporation or bylaws, such determination shall be made

          (a)  by the board of directors or a committee thereof, acting by a
               majority vote of a quorum consisting of directors who were not
               parties to or otherwise involved in the proceeding; or

          (b)  if such a quorum is not obtainable, or, even if obtainable and
               such quorum of the board of directors or committee by a
               majority vote of the disinterested directors so directs, by
               independent legal counsel, in a written opinion, such counsel
               to be designated by the board of directors; or

          (c)  by the shareholders if the certificate of incorporation or
               bylaws or a resolution of the board of directors or of the
               shareholders so directs.

          "(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition
of the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.

          "(7)(a)  If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-
5(6), a corporate agent may apply to a court for an award of indemnification
by the corporation, and such court

               (i)  may award indemnification to the extent authorized under
          subsections 14A:3-5(2) and 14A:3-5(3) and shall award
          indemnification to the extent required under subsection 14A:3-5(4),
          notwithstanding any contrary determination which may have been made
          under subsection 14A:3-5(5); and
(ii)  may allow reasonable expenses to the extent authorized
          by, and subject to the provisions of, subsection 14A:3-5(6), if the
          court shall find that the corporate agent has by his pleadings or
          during the course of the proceeding raised genuine issues of fact or
          law.

          (b)  Application for such indemnification may be made

               (i)  in the civil action in which the expenses were or are to
          be incurred or other amounts were or are to be paid; or

               (ii)  to the Superior Court in a separate proceeding.  If the
          application is for indemnification arising out of a civil action, it
          shall set forth reasonable cause for the failure to make application
          for such relief in the action or proceeding in which the expenses
          were or are to be incurred or other amounts were or are to be paid.

          The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and form as
may be required by the applicable rules of court or, in the absence thereof,
by direction of the court to which it is made.  Such application shall be upon
notice to the corporation.  The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
person as it may designate in such manner as it may require.

          "(8)The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation, to
which a corporate agent may be entitled under a certificate of incorporation,
bylaw, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions

          (a)  were in breach of his duty of loyalty to the corporation or its
               shareholders, as defined in subsection (3) of N.J.S. 14A:2-7;

          (b)  were not in good faith or involved a knowing violation of law;
               or

          (c)  resulted in receipt by the corporate agent of an improper
               personal benefit.

          "(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would have
the power to indemnify him against such expenses and liabilities under the
provisions of this section.  The corporation may purchase such insurance from,
or such insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.

          "(10)  The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.

          "(11)  Except as required by subsection 14A:3-5(4), no
indemnification shall be made or expenses advanced by a corporation under this
section, and none shall be ordered by a court, if such action would be
inconsistent with a provision of the certificate of incorporation, a bylaw, a
resolution of the board of directors or of the shareholders, an agreement or
other proper corporate action, in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding, which prohibits, limits or
otherwise conditions the exercise of indemnification powers by the corporation
or the rights of indemnification to which a corporate agent may be entitled.

          "(12)  This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when the
corporate agent has not been made a party to the proceeding."

          The Company has various insurance policies, which became effective
April 15, 1996, insuring directors and officers against certain liabilities
they may incur, including liabilities under the Securities Act of 1933, as
amended.  The policies provide coverage for claims not reimbursed by the
Company up to an aggregate limit of $75 million without deductible.  For
claims which are reimbursed by the Company, the policies provide coverage up
to $75 million with a deductible of $1 million.  These policies remain in
effect.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.  EXHIBITS

          The following is a complete list of exhibits filed as part of this
Registration Statement:

Exhibit
  No.                     Description

4.1       Certificate of Incorporation:

     (a)  Certificate of Incorporation--restated, filed May 4, 1970 (Filed as
          an Exhibit to the Company's 1980 Annual Report on Form 10-K and
          incorporated herein by reference).

     (b)  Certificate of Amendment to the Certificate of Incorporation
          effective April 23, 1975 (Filed as an Exhibit to the Company's 1980
          Annual Report on Form 10-K and incorporated herein by reference).

     (c)  Certificate of Amendment of Certificate of Incorporation executed
          April 14, 1981 (Filed as an Exhibit to Post-Effective Amendment No.
          8 to Registration Statement No. 2-47616, filed April 30, 1981 and
          incorporated herein by reference).

     (d)  Certificate of Amendment of Restated Certificate of Incorporation
          filed on May 6, 1985 (Filed as an Exhibit to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1985 and
          incorporated herein by reference).

     (e)  Certificate of Amendment of Certificate of Incorporation filed July
          21, 1986 (Filed as an Exhibit to the Company's Quarterly Report on
          Form 10-Q for the quarter ended June 30, 1986 and incorporated
          herein by reference).

     (f)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed April 22, 1987 (Filed as an Exhibit to the
          Company's 1987 Annual Report on Form 10-K and incorporated herein by
          reference).

     (g)  Statement of Cancellation filed July 31, 1987 whereby 155,000 shares
          of Series A Cumulative Preferred Stock and 862,500 shares of $9.00
          Convertible Exchangeable Preferred Stock were cancelled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
incorporated herein by reference).

     (h)  Statement of Cancellation filed November 20, 1987 whereby 1,026,900
          shares of Series A Cumulative Preferred Stock were cancelled (Filed
          as an Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (i)  Statement of Cancellation filed December 18, 1987 whereby 1,250,000
          shares of Series B Cumulative Convertible Preferred Stock were
          cancelled (Filed as an Exhibit to the Company's 1987 Annual Report
          on Form 10-K and incorporated herein by reference).

     (j)  Statement of Cancellation filed March 3, 1988 whereby 27,000 shares
          of Series A Cumulative Preferred Stock were cancelled (Filed as an
          Exhibit to the Company's 1987 Annual Report on Form 10-K and
          incorporated herein by reference).

     (k)  Certificate of Amendment of Restated Certificate of Incorporation,
          as amended, filed August 7, 1989 (Filed as an Exhibit to the
          Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1989 and incorporated herein by reference).

4.2       By-Laws as last amended June 26, 1991 (Filed as an Exhibit to the
          Company's 1991 Annual Report on Form 10-K and incorporated herein by
          reference).

4.3       Form of Rights Agreement dated as of July 25, 1989, between the
          Company and First Chicago Trust Company of New York, as Rights
          Agent, defining the rights of shareholders under a July 1989
          Shareholders' Rights plan and dividend declaration (filed as an
          Exhibit to the Company's report on Form 8-K filed on July 28, 1989
          and incorporated herein by reference).

4.4       Rights Agreement Amendment dated as of September 24, 1992, between
          the Company and the Bank of New York, as Successor Rights Agent
          under the Rights Agreement listed above (filed as an Exhibit to the
          Company's 1992 Annual Report on Form 10-K and incorporated herein by
          reference).

4.5       Second Rights Agreement Amendment dated as of February 23, 1995,
          between the Company and the Bank of New York (filed as an Exhibit to
          the Company's 1992 Annual Report on Form 10-K and incorporated
          herein by reference).

4.6       ASARCO Incorporated 1996 Stock Incentive Plan, adopted by the
          Company's Shareholders on April 24, 1996.

5.1       Opinion of Augustus B. Kinsolving.

15.1      Letters of Coopers & Lybrand L.L.P., independent accountants,
          regarding unaudited financial statements (filed as Exhibits to the
          Company's Quarterly Reports on Form 10-Q for the periods ended March
          31, June 30 and September 30, 1996, and incorporated herein by
          reference).

23.1      Consent of Augustus B. Kinsolving (included in Exhibit 5.1).

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

24.1      Powers of Attorney (filed as Exhibit 24.1 to the Company's
          Registration Statement on Form S-8, Registration No. 33-16875, as
          filed with the Commission on November 26, 1996, and incorporated
          herein by reference).

ITEM 9.   UNDERTAKINGS
(a)  The undersigned Registrant hereby undertakes:

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

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

          (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; and

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

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

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

          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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
16th day of November, 1996.

                    ASARCO Incorporated

                    By /s/ Richard de J. Osborne
                       Richard de J. Osborne
                       Chairman of the Board, Chief
                       Executive Officer and President
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, President and   November 16, 1996
  Richard de J. Osborne               Chief Executive Officer

  _________________________           Director and Executive    November 16, 1996
  Francis R. McAllister*              Vice President

  /s/ Kevin R. Morano                 Vice President and        November 16, 1996
  Kevin R. Morano                     Chief Financial Officer

  /s/ William Dowd                    Controller                November 16, 1996
  William Dowd

  _________________________           Director                  November 16, 1996
  Willard C. Butcher*

  _________________________           Director                  November 16, 1996
  James C. Cotting*

  _________________________           Director                  November 16, 1996
  David C. Garfield*

  _________________________           Director                  November  , 1996
  E. Gordon Gee*

  _________________________           Director                  November 16, 1996
  James W. Kinnear*

  _________________________           Director                  November 16, 1996
  Martha T. Muse*

  _________________________           Director                  November 16, 1996
  Michael T. Nelligan*

  _________________________           Director                  November 16, 1996
  John D. Ong*

  _________________________           Director                  November 16, 1996
  James Wood*
*Augustus B. Kinsolving, 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/ Augustus B. Kinsolving
                              Augustus B. Kinsolving
                              Attorney-in-Fact