<PAGE> 1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON          , 1997
                                                            ------ --
                                                      File No. 333-
                                                                   -------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

                    ---------------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933


                                  SOLUTIA INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              43-1781797
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     10300 Olive Boulevard, P.O. Box 66760, St. Louis, Missouri 63166-6760
              (Address of Principal Executive Offices)          (Zip Code)

                   SOLUTIA INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)


                    Karl R. Barnickol, Esq., General Counsel
   Solutia Inc., 10300 Olive Boulevard, P.O. Box 66760, St. Louis 63166-6760
                    (Name and address of agent for service)

                                 (314) 674-1000
                     Telephone number, including area code,
                              of agent for service


<TABLE>
                                             CALCULATION OF REGISTRATION FEE
=========================================================================================================================
<CAPTION>
Title of Securities to be           Amount to be     Proposed Maximum        Proposed Maximum          Amount of
       Registered                    Registered     Offering Price Per      Aggregate Offering     Registration Fee
                                                           Share                   Price
-------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>                     <C>                    <C>
Common Stock, ($.01 par
value) and associated Preferred
Share Purchase Rights               250,000<F1>        $20.5625<F2>           $5,140,625<F2>         $1,657.77<F3>
=========================================================================================================================
<FN>
<F1>  Section 9 of the Solutia Inc. Employee Stock Purchase Plan (the "Plan")
      provides that in the event of a stock dividend, stock split, or
      recombination, the total number of shares then being purchased under the
      Plan and the price per share shall be adjusted proportionately.
      Accordingly, pursuant to Rule 416, this registration statement covers,
      in addition to the number of shares of Common Stock stated above, an
      indeterminate number of shares and associated Preferred Share Purchase
      Rights which, by reason of any such event, may become subject to the
      Plan.
<F2>  Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h)(1) and based on the
      average of the high and low prices of the Common Stock, quoted on a
      when-issued basis, as reported in The Wall Street Journal for the New
      York Stock Exchange Composite Transactions for August 25, 1997.
<F3>  Includes a minimum registration fee of $100 for the Preferred Share
      Purchase Rights.
</TABLE>



<PAGE> 2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


      The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with or included in this Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").  These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

      The documents listed in (a), (b) and (c) below of Solutia Inc.
(hereinafter referred to as the "Company" or "registrant"), and all such other
documents or portions of documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

      (a)   The Company's latest annual report, filed pursuant to Sections
            13(a) or 15(d) of the Exchange Act or either (1) the Company's
            latest prospectus filed pursuant to Rule 424(b) under the
            Securities Act which contains, either directly or incorporated by
            reference, audited financial statements for the Company's latest
            fiscal year for which such statements have been filed, or (2) the
            Company's effective registration statement on Form 10 or 20-F
            filed under the Exchange Act containing audited consolidated
            financial statements for the Company's latest fiscal year.

      (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the
            annual report or the prospectus or effective registration
            statement referred to in (a) above.

      (c)   The description of the Company's Common Stock, par value $.01 per
            share ("Common Stock") and the description of associated Preferred
            Share Purchase Rights contained in registration statements filed
            under the Exchange Act,

                                    1
<PAGE> 3
            including any amendment or report filed for the purpose of updating
            such description.

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

Item 4.  Description of Securities.
----------------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

      Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.

      Article VIII of the Company's Restated Certificate of Incorporation
will provide for indemnification of directors and officers of the Company.

      Section 7.1 of the Company's By-laws will provide for indemnification of
directors, officers and employees of the Company.

      In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

      Not applicable.

Item 8.  Exhibits.
-----------------

      See Exhibit Index at page 6.

                                    2
<PAGE> 4

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;

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

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

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
            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 Securities Exchange Act of 1934 that are
            incorporated by reference in the registration statement.

            (2)   That for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time be deemed to be the initial bonafide
                  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 of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 (and,
            where applicable, each filing of an employee benefit plan's annual
            report pursuant to Section 15(d) of the Securities Exchange Act of
            1934) that is incorporated by reference in the registration
            statement shall be deemed to be a new registration statement
            relating to the

                                    3
<PAGE> 5
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide offering
            thereof.

                                     * * *

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 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 County of St. Louis, State of Missouri, on
August 28, 1997.

                                    SOLUTIA INC.
                                    (Registrant)



                                    By: /s/ Karl R. Barnickol
                                       -----------------------------------------
                                        Karl R. Barnickol
                                        Secretary

                                    4
<PAGE> 6


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

<TABLE>
<CAPTION>
Signature                         Title                            Date
---------                         -----                            ----
<S>                     <C>                                   <C>
        <F*>            Chairman, Chief Executive             August 28, 1997
---------------------   Officer and Director
Robert G. Potter        (Principal Executive Officer)


        <F*>            President and Director                August 28, 1997
---------------------
John C. Hunter, III


        <F*>            Senior Vice President,                August 28, 1997
---------------------   Chief Financial Officer
Robert A. Clausen       and Director
                        (Principal Financial Officer)

        <F*>            Vice President and Controller         August 28, 1997
---------------------   (Principal Accounting Officer)
Roger S. Hoard

<FN>
<F*>  Karl R. Barnickol, by signing his name hereto, does sign this document
on behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an Exhibit to this
Registration Statement.

</TABLE>


                                    /s/ Karl R. Barnickol
                                    --------------------------------------------
                                    Karl R. Barnickol
                                    Attorney-in-Fact

                                    5
<PAGE> 7

                                 EXHIBIT INDEX

      These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.

<TABLE>
<CAPTION>
  Exhibit No.                         Description
  -----------                         -----------
<C>               <S>
       4          Rights Agreement, dated as of August 6, 1997 between the
                  Company and First Chicago Trust Company of New York as
                  Rights Agent (incorporated herein by reference to the
                  Company's registration statement on Form 10 filed August
                  7, 1997, as amended August 19, 1997)

       5          Omitted - Inapplicable

      15          Omitted - Inapplicable

      23          1.  Consent of Deloitte & Touche LLP
                  2.  Consent of Company Counsel

      24          Powers of Attorney submitted by Robert G. Potter, John C.
                  Hunter, III, Robert A. Clausen and Roger S. Hoard

</TABLE>

                                    6
[{"type": "S-8", "sequence": "1", "description": "SOLUTIA INC. FORM S-8", "secsgml_size_bytes": 16786}]
{"company-data": {"conformed-name": "SOLUTIA INC", "cik": "0001043382", "assigned-sic": "2800", "irs-number": "431781797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34561", "film-number": "97672159"}, "business-address": {"street1": "10300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760", "phone": "3146741000"}, "mail-address": {"street1": "10300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760"}, "former-company": {"former-conformed-name": "QUEENY CHEMICAL CO", "date-changed": "19970804"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON          , 1997
                                                            ------ --
                                                      File No. 333-
                                                                   -------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

                    ---------------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                  SOLUTIA INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              43-1781797
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     10300 Olive Boulevard, P.O. Box 66760, St. Louis, Missouri 63166-6760
              (Address of Principal Executive Offices)          (Zip Code)

                   SOLUTIA INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                    Karl R. Barnickol, Esq., General Counsel
   Solutia Inc., 10300 Olive Boulevard, P.O. Box 66760, St. Louis 63166-6760
                    (Name and address of agent for service)

                                 (314) 674-1000
                     Telephone number, including area code,
                              of agent for service

                                             CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Securities to be           Amount to be     Proposed Maximum        Proposed Maximum          Amount of
       Registered                    Registered     Offering Price Per      Aggregate Offering     Registration Fee
                                                           Share                   Price
-------------------------------------------------------------------------------------------------------------------------
Common Stock, ($.01 par
value) and associated Preferred
Share Purchase Rights               250,000
$20.5625
$5,140,625
$1,657.77
=========================================================================================================================
Section 9 of the Solutia Inc. Employee Stock Purchase Plan (the "Plan")
      provides that in the event of a stock dividend, stock split, or
      recombination, the total number of shares then being purchased under the
      Plan and the price per share shall be adjusted proportionately.
      Accordingly, pursuant to Rule 416, this registration statement covers,
      in addition to the number of shares of Common Stock stated above, an
      indeterminate number of shares and associated Preferred Share Purchase
      Rights which, by reason of any such event, may become subject to the
      Plan.
Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h)(1) and based on the
      average of the high and low prices of the Common Stock, quoted on a
      when-issued basis, as reported in The Wall Street Journal for the New
      York Stock Exchange Composite Transactions for August 25, 1997.
Includes a minimum registration fee of $100 for the Preferred Share
      Purchase Rights.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with or included in this Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").  These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

      The documents listed in (a), (b) and (c) below of Solutia Inc.
(hereinafter referred to as the "Company" or "registrant"), and all such other
documents or portions of documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

      (a)   The Company's latest annual report, filed pursuant to Sections
            13(a) or 15(d) of the Exchange Act or either (1) the Company's
            latest prospectus filed pursuant to Rule 424(b) under the
            Securities Act which contains, either directly or incorporated by
            reference, audited financial statements for the Company's latest
            fiscal year for which such statements have been filed, or (2) the
            Company's effective registration statement on Form 10 or 20-F
            filed under the Exchange Act containing audited consolidated
            financial statements for the Company's latest fiscal year.

      (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
            Exchange Act since the end of the fiscal year covered by the
            annual report or the prospectus or effective registration
            statement referred to in (a) above.

      (c)   The description of the Company's Common Stock, par value $.01 per
            share ("Common Stock") and the description of associated Preferred
            Share Purchase Rights contained in registration statements filed
            under the Exchange Act,

                                    1
3
            including any amendment or report filed for the purpose of updating
            such description.

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

Item 4.  Description of Securities.
----------------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

      Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.

      Article VIII of the Company's Restated Certificate of Incorporation
will provide for indemnification of directors and officers of the Company.

      Section 7.1 of the Company's By-laws will provide for indemnification of
directors, officers and employees of the Company.

      In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

      Not applicable.

Item 8.  Exhibits.
-----------------

      See Exhibit Index at page 6.

                                    2
4

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;

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

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

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
            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 Securities Exchange Act of 1934 that are
            incorporated by reference in the registration statement.

            (2)   That for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating
                  to the securities offered therein, and the offering of such
                  securities at that time be deemed to be the initial bonafide
                  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 of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 (and,
            where applicable, each filing of an employee benefit plan's annual
            report pursuant to Section 15(d) of the Securities Exchange Act of
            1934) that is incorporated by reference in the registration
            statement shall be deemed to be a new registration statement
            relating to the

                                    3
5
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide offering
            thereof.

                                     * * *

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 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 County of St. Louis, State of Missouri, on
August 28, 1997.

                                    SOLUTIA INC.
                                    (Registrant)

                                    By: /s/ Karl R. Barnickol
                                       -----------------------------------------
                                        Karl R. Barnickol
                                        Secretary

                                    4
6

      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
---------                         -----                            ----
Chairman, Chief Executive             August 28, 1997
---------------------   Officer and Director
Robert G. Potter        (Principal Executive Officer)
President and Director                August 28, 1997
---------------------
John C. Hunter, III
Senior Vice President,                August 28, 1997
---------------------   Chief Financial Officer
Robert A. Clausen       and Director
                        (Principal Financial Officer)
Vice President and Controller         August 28, 1997
---------------------   (Principal Accounting Officer)
Roger S. Hoard
Karl R. Barnickol, by signing his name hereto, does sign this document
on behalf of the above noted individuals, pursuant to powers of attorney duly
executed by such individuals which have been filed as an Exhibit to this
Registration Statement.
/s/ Karl R. Barnickol
                                    --------------------------------------------
                                    Karl R. Barnickol
                                    Attorney-in-Fact

                                    5
7

                                 EXHIBIT INDEX

      These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit No.                         Description
  -----------                         -----------
4          Rights Agreement, dated as of August 6, 1997 between the
                  Company and First Chicago Trust Company of New York as
                  Rights Agent (incorporated herein by reference to the
                  Company's registration statement on Form 10 filed August
                  7, 1997, as amended August 19, 1997)

       5          Omitted - Inapplicable

      15          Omitted - Inapplicable

      23          1.  Consent of Deloitte & Touche LLP
                  2.  Consent of Company Counsel

      24          Powers of Attorney submitted by Robert G. Potter, John C.
                  Hunter, III, Robert A. Clausen and Roger S. Hoard
6