<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1997
                                                           REGISTRATION NO. 333-





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              HERCULES INCORPORATED
                             A DELAWARE CORPORATION
                  I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450
                                 HERCULES PLAZA
                            1313 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19894-0001
                             TELEPHONE: 302-594-5000

           HERCULES INCORPORATED LONG TERM INCENTIVE COMPENSATION PLAN

                                 ISRAEL J. FLOYD
                                    SECRETARY
                              HERCULES INCORPORATED
                                 HERCULES PLAZA
                            1313 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19894-0001
                             TELEPHONE: 302-594-5000
                               (AGENT FOR SERVICE)



  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: AS SOON AS
      PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

ALL OR PART OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR A CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
                                     1933.


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
      TITLE OF               AMOUNT          PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
    SECURITIES TO             TO BE           OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
    BE REGISTERED         REGISTERED(1)        PER SHARE(2)           PRICE(2)            FEE(2)
<S>                      <C>                 <C>                 <C>                   <C>
HERCULES INCORPORATED
COMMON STOCK
$25/48 STATED VALUE      8,000,000 SHARES         $ 47.81          $ 382,480,000         $ 115,903
</TABLE>


(1)  INCLUDES, PURSUANT TO RULE 416, AN INDETERMINATE AMOUNT OF ADDITIONAL
     SHARES OF COMMON STOCK THAT MAY BE ISSUED IF THE ANTIDILUTION PROVISIONS OF
     THE PLAN BECOME OPERATIVE.

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE, AND
     COMPUTED, PURSUANT TO RULE 457(h), UPON THE BASIS OF THE AVERAGE OF THE
     HIGH AND LOW PRICES PAID FOR A SHARE OF HERCULES INCORPORATED COMMON STOCK
     ON OCTOBER 21, 1997, AS IS REPORTED ON THE NEW YORK STOCK EXCHANGE -
     COMPOSITE TRANSACTIONS TAPE.
<PAGE>   2
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

      (1)   Hercules' Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996; and

      (2)   Hercules' Quarterly Report on Form 10-Q for the quarterly periods
            ended March 31, 1997, and June 30, 1997; and

      (3)   Hercules' Current Report on Form 8-K dated August 1, 1997.

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


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for Hercules by its Vice President and General
Counsel, Richard G. Dahlen. As of June 30, 1997, Mr. Dahlen owned beneficially
an aggregate of 12,222 shares of restricted stock under the Hercules
Incorporated Long Term Incentive Compensation Plan ("LTICP"); 102 shares of
Hercules common stock under the Hercules Incorporated Savings and Investment
Plan, and the right to acquire within 60 days hereof 8,400 shares under options
held pursuant to the LTICP.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Under the provisions of the Restated Certificate of Incorporation, each
person who is or was a director or officer of Hercules shall be indemnified by
Hercules as of right to the full extent permitted or authorized by the Delaware
General Corporation Law.


                                                                          Page 2
<PAGE>   3
      Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of any action, suit or proceeding brought against
him by reason of the fact that he is a director or officer of Hercules, he shall
be indemnified against expenses (including attorneys' fees) reasonably incurred
in connection with such action.

      If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of Hercules,
and with respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.

      If unsuccessful in defense of a suit brought by or in the right of
Hercules, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of Hercules,
except that if such person is adjudged to be liable in such a suit for
negligence or misconduct in the performance of his duty to Hercules, he cannot
be made whole even for expenses unless the court determines that he is fairly
and reasonably entitled to indemnity for such expenses.

      In addition, Hercules has entered into separate indemnification agreements
with each of its directors and with certain of its executive officers pursuant
to which Hercules has agreed to indemnify, and advance expenses to, each of its
directors and executive officers to the full extent provided by applicable law
and the Company's By-Laws as currently in effect. More specifically, the
agreements provide that directors and officers will be promptly indemnified
against expenses (including judgments, fines, penalties and amounts paid in
settlement) incurred in connection with their service to, or status with, the
Company or any other corporation, employee benefit plan or other entity with
whom such person is serving at the express written request of the Company. The
agreements also set forth the procedures for determining entitlement to
indemnification, the manner of the advancement of expenses, remedies of the
indemnity and certain other matters of a similar nature.

      Limitation of Liability. Under provisions of the Hercules Incorporated
Restated Certificate of Incorporation (the "Restated Certificate of
Incorporation"), a director of Hercules shall have no personal liability to the
Registrant or its stockholders for monetary damages for breach of his fiduciary
duty of care as a director to the full extent permitted by the Delaware General
Corporation Law, as it may be amended from time to time.

      Insurance. Hercules also maintains insurance policies pursuant to which
directors and officers are insured against certain liabilities, including
certain liabilities arising under the Securities Act of 1933 (the "Securities
Act"), which might be incurred by them in such capacities and against which they
cannot be indemnified by the Registrant.

       The foregoing summaries are necessarily subject to the complete text of
Section 145 of the Delaware General Corporation Law that provides for
indemnification of directors and officers in certain circumstances and to the
Restated Certificate of Incorporation, which is included in Hercules current 


                                                                          Page 3
<PAGE>   4
report on Form 8-K dated May 27, 1987, and incorporated herein by reference, and
are qualified in their entirety by reference thereto.


ITEM 8. EXHIBITS

      A complete listing of exhibits required is given in the Exhibit Index that
precedes the exhibits filed with this Registration Statement.


ITEM 9. UNDERTAKINGS

      A.    Hercules hereby undertakes:

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

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

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

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

                  Provided, however, that paragraphs A (1) (i) and A (1) (ii) do
                  not apply if this Registration Statement is on Form S-3 or
                  Form S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by Hercules pursuant to Section 13 or
                  Section 15(d) of the Exchange Act that are incorporated by
                  reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
            the Securities Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered 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.



                                                                          Page 4
<PAGE>   5
      B. In addition, Hercules hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Hercules'
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      C. Finally, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Hercules pursuant to the foregoing provisions, or otherwise, Hercules 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 Hercules of expenses incurred or
paid by a director, officer or controlling person of Hercules 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,
Hercules will, unless in the opinion of its counsel the matter has been settled
by the controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.



                                                                          Page 5
<PAGE>   6
                                   SIGNATURES


       Pursuant to the requirements of the Securities Act of 1933, Hercules
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 Wilmington, State of Delaware, on this 15th day of
October, 1997.



                                            HERCULES INCORPORATED


                                     By:    /s/ R. Keith Elliott
                                            -------------------------------
                                            R. Keith Elliott
                                            Director, Chairman of the Board
                                            and Chief Executive Officer


                                                                          Page 6
<PAGE>   7
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement regarding the Hercules Incorporated Long Term Incentive Compensation
Plan has been signed by the following persons in the capacities indicated on the
date indicted below.

<TABLE>
<CAPTION>
       Signature                               Capacity                           Date
       ---------                               --------                           ----
<S>                                <C>                                           <C>
/s/ R. KEITH ELLIOTT               Principal Executive Officer and               10/15/97
---------------------------                   Director (Chairman of the Board
R. Keith Elliott                              and Chief Executive Officer)
                                              

/s/ GEORGE MACKENZIE               Principal Financial Officer                   10/9/97
---------------------------                   (Senior Vice President
George MacKenzie                              and Chief Financial Officer)
                                              

/s/ VIKRAM JOG                     Principal Accounting Officer                  10/9/97
---------------------------                   (Vice President and Controller)
Vikram Jog                                    

/s/ VINCENT J. CORBO               Director                                      10/13/97
---------------------------
Vincent J. Corbo

/s/ RICHARD M. FAIRBANKS, III      Director                                      10/23/97
---------------------------
Richard M. Fairbanks, III

/s/ EDITH E. HOLIDAY               Director                                      10/23/97
---------------------------
Edith E. Holiday

/s/ ROBERT G. JAHN                 Director                                      10/23/97
---------------------------
Robert G. Jahn

/s/ GAYNOR N. KELLEY               Director                                      10/23/97
---------------------------
Gaynor N. Kelley

/s/ RALPH L. MACDONALD, JR.        Director                                      10/23/97
---------------------------
Ralph L. MacDonald, Jr.

/s/ H.EUGENE MCBRAYER              Director                                      10/23/97
---------------------------
H. Eugene McBrayer

/s/ PETER MCCAUSLAND               Director                                      10/23/97
---------------------------
Peter McCausland

/s/ PAULA A. SNEED                 Director                                      10/23/97
---------------------------
Paula A. Sneed
</TABLE>


                                                                          Page 7
<PAGE>   8
                                INDEX TO EXHIBITS


EXHIBIT
NUMBER                                 EXHIBITS
------                                 --------

   4           The Hercules Incorporated Long Term Incentive Compensation Plan


   5           Opinion of Counsel


   23.1        Consent of Independent Accountants


   23.2        Consent of Counsel for Registrant
               (included as part of Exhibit 5)


                                                                          Page 8
[{"type": "S-8", "sequence": "1", "description": "HERCULES INCORPORATED FORM S-8", "secsgml_size_bytes": 17113}]
{"company-data": {"conformed-name": "HERCULES INC", "cik": "0000046989", "assigned-sic": "2890", "irs-number": "510023450", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38797", "film-number": "97701137"}, "business-address": {"street1": "1313 N MARKET ST", "street2": "HERCULES PLZ", "city": "WILMINGTON", "state": "DE", "zip": "19894", "phone": "3025945000"}, "mail-address": {"street1": "HERCULES PLAZA", "street2": "RM 8151 NW", "city": "WILMINGTON", "state": "DE", "zip": "19894-0001"}, "former-company": {"former-conformed-name": "HERCULES POWDER CO", "date-changed": "19680321"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1997
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              HERCULES INCORPORATED
                             A DELAWARE CORPORATION
                  I.R.S. EMPLOYER IDENTIFICATION NO. 51-0023450
                                 HERCULES PLAZA
                            1313 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19894-0001
                             TELEPHONE: 302-594-5000

           HERCULES INCORPORATED LONG TERM INCENTIVE COMPENSATION PLAN

                                 ISRAEL J. FLOYD
                                    SECRETARY
                              HERCULES INCORPORATED
                                 HERCULES PLAZA
                            1313 NORTH MARKET STREET
                         WILMINGTON, DELAWARE 19894-0001
                             TELEPHONE: 302-594-5000
                               (AGENT FOR SERVICE)

  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: AS SOON AS
      PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

ALL OR PART OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR A CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
                                     1933.

                         CALCULATION OF REGISTRATION FEE
TITLE OF               AMOUNT          PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
    SECURITIES TO             TO BE           OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
    BE REGISTERED         REGISTERED(1)        PER SHARE(2)           PRICE(2)            FEE(2)
HERCULES INCORPORATED
COMMON STOCK
$25/48 STATED VALUE      8,000,000 SHARES         $ 47.81          $ 382,480,000         $ 115,903
(1)  INCLUDES, PURSUANT TO RULE 416, AN INDETERMINATE AMOUNT OF ADDITIONAL
     SHARES OF COMMON STOCK THAT MAY BE ISSUED IF THE ANTIDILUTION PROVISIONS OF
     THE PLAN BECOME OPERATIVE.

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE, AND
     COMPUTED, PURSUANT TO RULE 457(h), UPON THE BASIS OF THE AVERAGE OF THE
     HIGH AND LOW PRICES PAID FOR A SHARE OF HERCULES INCORPORATED COMMON STOCK
     ON OCTOBER 21, 1997, AS IS REPORTED ON THE NEW YORK STOCK EXCHANGE -
     COMPOSITE TRANSACTIONS TAPE.
2
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

      (1)   Hercules' Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996; and

      (2)   Hercules' Quarterly Report on Form 10-Q for the quarterly periods
            ended March 31, 1997, and June 30, 1997; and

      (3)   Hercules' Current Report on Form 8-K dated August 1, 1997.

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The legality of the Common Stock offered pursuant to this Registration
Statement will be passed upon for Hercules by its Vice President and General
Counsel, Richard G. Dahlen. As of June 30, 1997, Mr. Dahlen owned beneficially
an aggregate of 12,222 shares of restricted stock under the Hercules
Incorporated Long Term Incentive Compensation Plan ("LTICP"); 102 shares of
Hercules common stock under the Hercules Incorporated Savings and Investment
Plan, and the right to acquire within 60 days hereof 8,400 shares under options
held pursuant to the LTICP.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Under the provisions of the Restated Certificate of Incorporation, each
person who is or was a director or officer of Hercules shall be indemnified by
Hercules as of right to the full extent permitted or authorized by the Delaware
General Corporation Law.

                                                                          Page 2
3
      Under such law, to the extent that such a person is successful on the
merits or otherwise in defense of any action, suit or proceeding brought against
him by reason of the fact that he is a director or officer of Hercules, he shall
be indemnified against expenses (including attorneys' fees) reasonably incurred
in connection with such action.

      If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of Hercules,
and with respect to any criminal action, had no reasonable cause to believe his
conduct was unlawful.

      If unsuccessful in defense of a suit brought by or in the right of
Hercules, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of Hercules,
except that if such person is adjudged to be liable in such a suit for
negligence or misconduct in the performance of his duty to Hercules, he cannot
be made whole even for expenses unless the court determines that he is fairly
and reasonably entitled to indemnity for such expenses.

      In addition, Hercules has entered into separate indemnification agreements
with each of its directors and with certain of its executive officers pursuant
to which Hercules has agreed to indemnify, and advance expenses to, each of its
directors and executive officers to the full extent provided by applicable law
and the Company's By-Laws as currently in effect. More specifically, the
agreements provide that directors and officers will be promptly indemnified
against expenses (including judgments, fines, penalties and amounts paid in
settlement) incurred in connection with their service to, or status with, the
Company or any other corporation, employee benefit plan or other entity with
whom such person is serving at the express written request of the Company. The
agreements also set forth the procedures for determining entitlement to
indemnification, the manner of the advancement of expenses, remedies of the
indemnity and certain other matters of a similar nature.

      Limitation of Liability. Under provisions of the Hercules Incorporated
Restated Certificate of Incorporation (the "Restated Certificate of
Incorporation"), a director of Hercules shall have no personal liability to the
Registrant or its stockholders for monetary damages for breach of his fiduciary
duty of care as a director to the full extent permitted by the Delaware General
Corporation Law, as it may be amended from time to time.

      Insurance. Hercules also maintains insurance policies pursuant to which
directors and officers are insured against certain liabilities, including
certain liabilities arising under the Securities Act of 1933 (the "Securities
Act"), which might be incurred by them in such capacities and against which they
cannot be indemnified by the Registrant.

       The foregoing summaries are necessarily subject to the complete text of
Section 145 of the Delaware General Corporation Law that provides for
indemnification of directors and officers in certain circumstances and to the
Restated Certificate of Incorporation, which is included in Hercules current 

                                                                          Page 3
4
report on Form 8-K dated May 27, 1987, and incorporated herein by reference, and
are qualified in their entirety by reference thereto.

ITEM 8. EXHIBITS

      A complete listing of exhibits required is given in the Exhibit Index that
precedes the exhibits filed with this Registration Statement.

ITEM 9. UNDERTAKINGS

      A.    Hercules hereby undertakes:

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

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

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

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

                  Provided, however, that paragraphs A (1) (i) and A (1) (ii) do
                  not apply if this Registration Statement is on Form S-3 or
                  Form S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by Hercules pursuant to Section 13 or
                  Section 15(d) of the Exchange Act that are incorporated by
                  reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
            the Securities Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered 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.

                                                                          Page 4
5
      B. In addition, Hercules hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Hercules'
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

      C. Finally, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Hercules pursuant to the foregoing provisions, or otherwise, Hercules 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 Hercules of expenses incurred or
paid by a director, officer or controlling person of Hercules 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,
Hercules will, unless in the opinion of its counsel the matter has been settled
by the controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                                                          Page 5
6
                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, Hercules
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 Wilmington, State of Delaware, on this 15th day of
October, 1997.

                                            HERCULES INCORPORATED

                                     By:    /s/ R. Keith Elliott
                                            -------------------------------
                                            R. Keith Elliott
                                            Director, Chairman of the Board
                                            and Chief Executive Officer

                                                                          Page 6
7
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement regarding the Hercules Incorporated Long Term Incentive Compensation
Plan has been signed by the following persons in the capacities indicated on the
date indicted below.
Signature                               Capacity                           Date
       ---------                               --------                           ----
/s/ R. KEITH ELLIOTT               Principal Executive Officer and               10/15/97
---------------------------                   Director (Chairman of the Board
R. Keith Elliott                              and Chief Executive Officer)
                                              

/s/ GEORGE MACKENZIE               Principal Financial Officer                   10/9/97
---------------------------                   (Senior Vice President
George MacKenzie                              and Chief Financial Officer)
                                              

/s/ VIKRAM JOG                     Principal Accounting Officer                  10/9/97
---------------------------                   (Vice President and Controller)
Vikram Jog                                    

/s/ VINCENT J. CORBO               Director                                      10/13/97
---------------------------
Vincent J. Corbo

/s/ RICHARD M. FAIRBANKS, III      Director                                      10/23/97
---------------------------
Richard M. Fairbanks, III

/s/ EDITH E. HOLIDAY               Director                                      10/23/97
---------------------------
Edith E. Holiday

/s/ ROBERT G. JAHN                 Director                                      10/23/97
---------------------------
Robert G. Jahn

/s/ GAYNOR N. KELLEY               Director                                      10/23/97
---------------------------
Gaynor N. Kelley

/s/ RALPH L. MACDONALD, JR.        Director                                      10/23/97
---------------------------
Ralph L. MacDonald, Jr.

/s/ H.EUGENE MCBRAYER              Director                                      10/23/97
---------------------------
H. Eugene McBrayer

/s/ PETER MCCAUSLAND               Director                                      10/23/97
---------------------------
Peter McCausland

/s/ PAULA A. SNEED                 Director                                      10/23/97
---------------------------
Paula A. Sneed
Page 7
8
                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                                 EXHIBITS
------                                 --------

   4           The Hercules Incorporated Long Term Incentive Compensation Plan

   5           Opinion of Counsel

   23.1        Consent of Independent Accountants

   23.2        Consent of Counsel for Registrant
               (included as part of Exhibit 5)

                                                                          Page 8