<PAGE>   1
    As filed with the Securities and Exchange Commission on December 30, 1996

                                                Registration No. 
                                                                 ---------------

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

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        AIR PRODUCTS AND CHEMICALS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   23-1274455
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

           7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Air Products and Chemicals, Inc. Stock Option Plan for Directors
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

          James H. Agger, Vice President, General Counsel and Secretary
           Air Products and Chemicals, Inc., 7201 Hamilton Boulevard,
                            Allentown, PA 18195-1501
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                  610-481-4911
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
     Title of securities                             Proposed maximum offering  Proposed maximum aggregate     Amount of
      to be registered      Amount to be registered       price per share           offering price (1)      registration fee
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1  
-----------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>                     <C>                        <C>    
         1994                        10,000                    $48.25                  $  482,500.00              $166.38
-----------------------------------------------------------------------------------------------------------------------------
         1995                         9,000                    $45.375                 $  408,375.00              $140.82
-----------------------------------------------------------------------------------------------------------------------------
         1996                         9,000                    $50.8125                $  457,312.50              $157.69
-----------------------------------------------------------------------------------------------------------------------------
         1997                         9,000                    $69.6875                $  627,187.50              $216.27
-----------------------------------------------------------------------------------------------------------------------------
TOTAL                                37,000                                            $1,975,375.00              $681.16
=============================================================================================================================     
</TABLE>

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

(1) The registration fee with respect to these shares has been computed in
    accordance with paragraphs (c) and (h) of Rule 457, based upon, in the case
    of options previously granted, the stated exercise price of such options,
    and, in the case of options still available for grant, the average of the
    reported high and low sale prices of shares of Common Stock on December 20,
    1996.
<PAGE>   2
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.        PLAN INFORMATION. (2)

ITEM 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. (2)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

               The documents listed in clauses (a), (b) and (c) below are
incorporated herein by this reference thereto, and all documents subsequently
filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by this reference in this registration statement and to be a part
hereof from the date of filing of such documents.

          (a)  The registrant's Annual Report on Form 10-K for the year ended
September 30, 1996.

          (b)  All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.

          (c)  The description of the Common Stock contained in the registration
statement filed by the registrant to register such securities under Section 12
of the Securities Exchange Act of 1934, 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 in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this registration statement 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.

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

(2) The information called for by Part I of Form S-8 is currently included in
    the descriptions of the registrant's Stock Option Plan for Directors (the
    "Plan") to be delivered to eligible persons under the Plan. Pursuant to the
    Note to Part I of Form S-8, this information is not being filed with or
    included in this Form S-8.



                                       2
<PAGE>   3
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware Corporation Law gives corporations
the power to indemnify officers and directors under certain circumstances.


               Article Ninth of the registrant's Restated Certificate of
Incorporation contains provisions which provide for indemnification of certain
persons (including officers and directors). The Restated Certificate of
Incorporation is filed as an exhibit to the registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1987.

               The registrant maintains insurance that generally insures the
officers and directors of the registrant and its subsidiaries (as defined in
said policy) against liabilities incurred in such capacities, and insures the
registrant with respect to amounts to which officers and directors become
entitled as indemnification payments from the registrant, subject to certain
specified exclusions and deductible and maximum amounts. The registrant also
maintains a policy of insurance that insures, among others, certain officers and
directors of the registrant and certain of its subsidiaries against liabilities
incurred for Breach of Fiduciary Duty (as defined in said policy) with respect
to their performance of their duties and responsibilities in connection with
certain pension and retirement plans of the registrant and certain of its
subsidiaries, subject to certain specified exclusions and deductible and maximum
amounts.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8.        EXHIBITS.

               An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 9.

ITEM 9.        UNDERTAKINGS.

          (a) Rule 415 offering.

          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) 



                                       3
<PAGE>   4
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 (1)(i) and 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 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 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) Filings incorporating subsequent Exchange Act Documents by Reference.

     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 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.

     (h) Filing of Registration Statement on Form S-8.

     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 provisions described under Item 6 above, 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 Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liability (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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.




                                       4
<PAGE>   5
                                   SIGNATURES

     The Registrant. 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 Allentown, Commonwealth of Pennsylvania, on this
30th day of December, 1996.

                                        AIR PRODUCTS AND CHEMICALS, INC.
                                        (Registrant)

                                        By: /s/ James H. Agger
                                            ------------------------------------
                                                James H. Agger*
                                                Vice President, General Counsel
                                                and Secretary




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

*  James H. Agger, Vice President, General Counsel and Secretary, by signing his
   name hereto, signs this registration statement on behalf of the registrant
   and, for each of the persons indicated by asterisk on pages 6 and 7 hereof,
   pursuant to a power of attorney duly executed by such persons which is filed
   with the Securities and Exchange Commission herewith.




                                       5
<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 date indicated.

<TABLE>
<CAPTION>
       Signature                        Title                            Date
       ---------                        -----                            ----
<S>                      <C>                                   <C>    
                         Director, Chairman of the Board and   
                         Chief Executive Officer (Principal
/s/ Harold A. Wagner     Executive Officer)                    December 30, 1996
-----------------------  
    Harold A. Wagner

                         Vice President - Finance
/s/ Arnold H. Kaplan     (Principal Financial Officer)         December 30, 1996
-----------------------
    Arnold H. Kaplan

                         Corporate Controller
/s/ Paul E. Huck         (Principal Accounting Officer)        December 30, 1996
-----------------------
    Paul E. Huck

           *             Director                              December 30, 1996
-----------------------
    Dexter F. Baker

                         Director                              December 30, 1996
-----------------------
    Tom H. Barrett

           *             Director                              December 30, 1996
-----------------------
    L. Paul Bremer III

           *             Director                              December 30, 1996
-----------------------
    Robert Cizik

           *             Director                              December 30, 1996
-----------------------
    Ruth M. Davis

           *             Director                              December 30, 1996
-----------------------
    Joseph J. Kaminski
</TABLE>




                                       6
<PAGE>   7
<TABLE>
<CAPTION>
       Signature                        Title                            Date
       ---------                        -----                            ----
<S>                                    <C>                     <C>    
           *                           Director                December 30, 1996
-----------------------
    Terry R. Lautenbach

                                       Director                December 30, 1996
-----------------------
    Ruud F. M. Lubbers

                                       Director                December 30, 1996
-----------------------
    Judith Rodin

           *                           Director                December 30, 1996
-----------------------
    Takeo Shiina

           *                           Director                December 30, 1996
-----------------------
    Lawrason D. Thomas
</TABLE>




                                       7
<PAGE>   8
                                  EXHIBIT INDEX



23.     Consent of Arthur Andersen LLP

24.     Power of Attorney

No opinion of counsel is being filed because the Common Stock to be
distributed in connection with the Plan will consist exclusively of
previously issued shares that are presently held by the registrant as
treasury shares and will not constitute original issuance shares; further,
no opinion is being furnished with respect to ERISA compliance because the
Plan is not subject to the requirements of ERISA.




                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17845}]
{"company-data": {"conformed-name": "AIR PRODUCTS & CHEMICALS INC /DE/", "cik": "0000002969", "assigned-sic": "2810", "irs-number": "231274455", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18955", "film-number": "96687567"}, "business-address": {"street1": "7201 HAMILTON BLVD", "city": "ALLENTOWN", "state": "PA", "zip": "18195-1501", "phone": "2154814911"}}
1
    As filed with the Securities and Exchange Commission on December 30, 1996

                                                Registration No. 
                                                                 ---------------

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

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        AIR PRODUCTS AND CHEMICALS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   23-1274455
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

           7201 Hamilton Boulevard, Allentown, Pennsylvania 18195-1501
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Air Products and Chemicals, Inc. Stock Option Plan for Directors
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

          James H. Agger, Vice President, General Counsel and Secretary
           Air Products and Chemicals, Inc., 7201 Hamilton Boulevard,
                            Allentown, PA 18195-1501
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                  610-481-4911
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
     Title of securities                             Proposed maximum offering  Proposed maximum aggregate     Amount of
      to be registered      Amount to be registered       price per share           offering price (1)      registration fee
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1  
-----------------------------------------------------------------------------------------------------------------------------
1994                        10,000                    $48.25                  $  482,500.00              $166.38
-----------------------------------------------------------------------------------------------------------------------------
         1995                         9,000                    $45.375                 $  408,375.00              $140.82
-----------------------------------------------------------------------------------------------------------------------------
         1996                         9,000                    $50.8125                $  457,312.50              $157.69
-----------------------------------------------------------------------------------------------------------------------------
         1997                         9,000                    $69.6875                $  627,187.50              $216.27
-----------------------------------------------------------------------------------------------------------------------------
TOTAL                                37,000                                            $1,975,375.00              $681.16
=============================================================================================================================
-----------------------------------------

(1) The registration fee with respect to these shares has been computed in
    accordance with paragraphs (c) and (h) of Rule 457, based upon, in the case
    of options previously granted, the stated exercise price of such options,
    and, in the case of options still available for grant, the average of the
    reported high and low sale prices of shares of Common Stock on December 20,
    1996.
2
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.        PLAN INFORMATION. (2)

ITEM 2.        REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. (2)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

               The documents listed in clauses (a), (b) and (c) below are
incorporated herein by this reference thereto, and all documents subsequently
filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by this reference in this registration statement and to be a part
hereof from the date of filing of such documents.

          (a)  The registrant's Annual Report on Form 10-K for the year ended
September 30, 1996.

          (b)  All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.

          (c)  The description of the Common Stock contained in the registration
statement filed by the registrant to register such securities under Section 12
of the Securities Exchange Act of 1934, 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 in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this registration statement 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.

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

(2) The information called for by Part I of Form S-8 is currently included in
    the descriptions of the registrant's Stock Option Plan for Directors (the
    "Plan") to be delivered to eligible persons under the Plan. Pursuant to the
    Note to Part I of Form S-8, this information is not being filed with or
    included in this Form S-8.

                                       2
3
ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware Corporation Law gives corporations
the power to indemnify officers and directors under certain circumstances.

               Article Ninth of the registrant's Restated Certificate of
Incorporation contains provisions which provide for indemnification of certain
persons (including officers and directors). The Restated Certificate of
Incorporation is filed as an exhibit to the registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1987.

               The registrant maintains insurance that generally insures the
officers and directors of the registrant and its subsidiaries (as defined in
said policy) against liabilities incurred in such capacities, and insures the
registrant with respect to amounts to which officers and directors become
entitled as indemnification payments from the registrant, subject to certain
specified exclusions and deductible and maximum amounts. The registrant also
maintains a policy of insurance that insures, among others, certain officers and
directors of the registrant and certain of its subsidiaries against liabilities
incurred for Breach of Fiduciary Duty (as defined in said policy) with respect
to their performance of their duties and responsibilities in connection with
certain pension and retirement plans of the registrant and certain of its
subsidiaries, subject to certain specified exclusions and deductible and maximum
amounts.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8.        EXHIBITS.

               An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 9.

ITEM 9.        UNDERTAKINGS.

          (a) Rule 415 offering.

          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) 

                                       3
4
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 (1)(i) and 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 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 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) Filings incorporating subsequent Exchange Act Documents by Reference.

     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 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.

     (h) Filing of Registration Statement on Form S-8.

     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 provisions described under Item 6 above, 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 Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liability (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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       4
5
                                   SIGNATURES

     The Registrant. 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 Allentown, Commonwealth of Pennsylvania, on this
30th day of December, 1996.

                                        AIR PRODUCTS AND CHEMICALS, INC.
                                        (Registrant)

                                        By: /s/ James H. Agger
                                            ------------------------------------
                                                James H. Agger*
                                                Vice President, General Counsel
                                                and Secretary

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

*  James H. Agger, Vice President, General Counsel and Secretary, by signing his
   name hereto, signs this registration statement on behalf of the registrant
   and, for each of the persons indicated by asterisk on pages 6 and 7 hereof,
   pursuant to a power of attorney duly executed by such persons which is filed
   with the Securities and Exchange Commission herewith.

                                       5
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 date indicated.
Signature                        Title                            Date
       ---------                        -----                            ----
Director, Chairman of the Board and   
                         Chief Executive Officer (Principal
/s/ Harold A. Wagner     Executive Officer)                    December 30, 1996
-----------------------  
    Harold A. Wagner

                         Vice President - Finance
/s/ Arnold H. Kaplan     (Principal Financial Officer)         December 30, 1996
-----------------------
    Arnold H. Kaplan

                         Corporate Controller
/s/ Paul E. Huck         (Principal Accounting Officer)        December 30, 1996
-----------------------
    Paul E. Huck

           *             Director                              December 30, 1996
-----------------------
    Dexter F. Baker

                         Director                              December 30, 1996
-----------------------
    Tom H. Barrett

           *             Director                              December 30, 1996
-----------------------
    L. Paul Bremer III

           *             Director                              December 30, 1996
-----------------------
    Robert Cizik

           *             Director                              December 30, 1996
-----------------------
    Ruth M. Davis

           *             Director                              December 30, 1996
-----------------------
    Joseph J. Kaminski
6
7
Signature                        Title                            Date
       ---------                        -----                            ----
*                           Director                December 30, 1996
-----------------------
    Terry R. Lautenbach

                                       Director                December 30, 1996
-----------------------
    Ruud F. M. Lubbers

                                       Director                December 30, 1996
-----------------------
    Judith Rodin

           *                           Director                December 30, 1996
-----------------------
    Takeo Shiina

           *                           Director                December 30, 1996
-----------------------
    Lawrason D. Thomas
7
8
                                  EXHIBIT INDEX

23.     Consent of Arthur Andersen LLP

24.     Power of Attorney

No opinion of counsel is being filed because the Common Stock to be
distributed in connection with the Plan will consist exclusively of
previously issued shares that are presently held by the registrant as
treasury shares and will not constitute original issuance shares; further,
no opinion is being furnished with respect to ERISA compliance because the
Plan is not subject to the requirements of ERISA.

                                       9