<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)

                                  22-3268660
                     (I.R.S. employer identification no.)

             Five Garret Mountain Plaza, West Paterson, N.J. 07424
              (Address of principal executive office)      (Zip Code)

            REGISTERED RETIREMENT SAVINGS PLAN OF CYTEC CANADA INC.
                             (Full title of plan)

      E. F. Jackman, Esq., Vice President, General Counsel and Secretary
 Cytec Industries Inc., Five Garret Mountain Plaza, West Paterson, N.J. 07424
                    (Name and address of agent for service)

                                (973) 357-3100
         (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed public offering: sales are
expected to take place from time to time after the effective date of the
Registration Statement.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=================================================================================================================
                                                                           Proposed
 Title of                                             Proposed             Maximum
Securities                                            Maximum              Aggregate                 Amount of
  to be                     Amount to              Offering Price          Offering                Registration
Registered                be Registered            Per Share (1)           Price (1)                  fee (1)
=================================================================================================================
<S>                        <C>                     <C>                      <C>                     <C>
Common Stock,
par value                  50,000
$0.01 per share            shares                  $49.375                  $2,468,750               $728.28
=================================================================================================================
</TABLE>


(1)      Estimated solely for the purpose of determining the amount of the
         registration fee pursuant to Rule 457(h)(i) promulgated under the
         Act, and based upon the average of the high ($49.8125) and low
         ($48.9375) prices of Cytec Industries Inc. Common Stock on January
         28, 1998, as reported on the New York Stock Exchange Consolidated
         Tape ($49.375 per share).

This Registration Statement, including exhibits contains 19 pages numbered
sequentially from this cover page. The exhibit list is located on Page 8.

                                     - 1 -

<PAGE>



                                    PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------

The documents containing the information specified in Part I will be sent or
given to persons participating in the Registered Retirement Savings Plan (the
"Plan") of Cytec Canada Inc., a wholly-owned subsidiary of the Registrant as
specified by Rule 428(b)(1) of the Act. In accordance with the instructions to
Part I of Form S-8, such documents have not been filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or as prospectus supplements pursuant to Rule 424
of the Act.


                                    PART II

INFORMATION NOT REQUIRED IN THE SECTION 10(a) PROSPECTUS
--------------------------------------------------------

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

            The Registrant states that the following documents filed by the
            Registrant with the Commission are incorporated by reference.

            (a)    Annual Report on Form 10-K of the Registrant for the fiscal
                   year ended December 31, 1996.

            (b)    All other reports filed by Registrant pursuant to Section
                   13 of the Securities Exchange Act of 1934 (the "Exchange
                   Act") since December 31, 1993.

            (c)    The description of the Common Stock of the Registrant
                   contained in its Registration Statement filed under Section
                   12 of the Exchange Act including any amendment or report
                   previously or hereafter filed for the purpose of updating
                   such description.

            The Registrant states that all documents filed by the Registrant
            pursuant to Sections 13, 14 or 15(d) of the Exchange Act after the
            date hereof and 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 reference herein and to be a part
            hereof from the date of filing of such documents.

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

            Not applicable.



                                     - 2 -

<PAGE>



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

            Not applicable.

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

            General
            -------

            Officers and directors of the Registrant are covered by certain
            provisions of the Delaware General Corporation Law (GCL), the
            Certificate of Incorporation, the By-Laws and insurance policies
            which serve to limit, and, in certain instances, to indemnify them
            against, certain liabilities which they may incur in such
            capacities. None of such provisions would have retroactive effect
            for periods prior to December 17, 1993, and the Registrant is not
            aware of any claim or proceeding in the last three years, or any
            threatened claim, which would have been or would be covered by
            these provisions. These various provisions are described below.

            Elimination of Liability in Certain Circumstances
            -------------------------------------------------

            In June 1986, Delaware enacted legislation which authorizes
            corporations to limit or eliminate the personal liability of
            directors to corporations and their stockholders for monetary
            damages for breach of directors' fiduciary duty of care. The duty
            of care requires that, when acting on behalf of the corporation,
            directors must exercise an informed business judgment based on all
            material information reasonably available to them. Absent the
            limitations now authorized by such legislation, directors are
            accountable to corporations and their stockholders for monetary
            damages for conduct constituting negligence or gross negligence in
            the exercise of their duty of care. Although the statute does not
            change directors' duty of care, it enables corporations to limit
            available relief to equitable remedies such as injunction or
            recision. The Certificate of Incorporation limits the liability of
            directors to the Registrant or its stockholders (in their capacity
            as directors but not in their capacity as officers) to the fullest
            extent permitted by such legislation. Specifically, the directors
            of the Registrant will not be personally liable for monetary
            damages for breach of director's fiduciary duty as a director,
            except for liability (i) for any breach of the director's duty of
            loyalty to the Registrant or its stockholders, (ii) for acts or
            omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law, (iii) for unlawful
            payments of dividends or unlawful stock repurchases or redemptions
            as provided in Section 174 of the Delaware GCL, or (iv) for any
            transaction from which the director derived an improper personal
            benefit.



                                     - 3 -

<PAGE>



            Indemnification and Insurance
            -----------------------------

            As a Delaware corporation, the Registrant has the power, under
            specified circumstances generally requiring the director or
            officer to act in good faith and in a manner he reasonably
            believes to be in or not opposed to the Registrant's best
            interests, to indemnify its directors and officers in connection
            with actions, suits or proceedings brought against them by a third
            party or in the name of the Registrant, by reason of the fact that
            they were or are such directors or officers, against expenses,
            judgments, fines and amounts paid in settlement in connection with
            any such action, suit or proceeding. Article VIII of the By-laws
            generally provides for mandatory indemnification of the
            Registrant's directors and officers to the fullest extent provided
            by Delaware corporate law.

            The Registrant's By-Laws are incorporated by reference as Exhibit
            3(c) to this Registration Statement. Directors and officers are
            also indemnified under a directors and officers liability
            insurance policy.

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

            Not applicable

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

            3(a)     The Certificate of Incorporation of the Registrant is
                     incorporated by reference to Exhibit 3.1 of Registrant's
                     Annual Report on Form 10-K for the year ended December
                     31, 1993.

            3(b)     An Amendment to the Certificate of Incorporation of the
                     Registrant is incorporated by reference to Exhibit 3.1(a)
                     of the Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended June 30, 1997.

            3(c)     A conformed copy of the Certificate of Incorporation of the
                     Registrant, as amended.

            3(d)     The By-Laws of the Registrant are incorporated by
                     reference to Exhibit 3.2 of Registrant's Annual Report on
                     Form 10-K for the year ended December 31, 1993.

            23(a)    Consent of KPMG Peat Marwick LLP related to the
                     consolidated financial statements of Cytec Industries
                     Inc. and subsidiaries.

            23(b)    Consent of Arthur Andersen LLP related to the
                     consolidated financial statements of Fiberite Holdings,
                     Inc. and subsidiaries.

            24       Powers of Attorney.


                                     - 4 -

<PAGE>



Item 9.     Undertakings
            ------------

            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 Act;

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

                (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 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 the
            registrant pursuant to Section 13 or 15(d) of the Exchange Act
            that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
            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.

            The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Act, each filing of the
            Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act (and, where applicable, each filing of
            an employee benefit plan's annual report pursuant to Section 15(d)
            of the Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new Registration
            Statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.



                                     - 5 -

<PAGE>



            Insofar as indemnification for liabilities arising under the Act
            may be permitted to directors, officers and controlling persons of
            the Registrant pursuant to the foregoing provisions, or otherwise,
            the Registrant has been advised that in the opinion of the
            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 the 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.

            Since the Plan covers only employees in Canada, it is not required
            to be qualified under the United States Internal Revenue Code, nor
            is it subject to ERISA.


                                     - 6 -

<PAGE>



                                  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 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 West Paterson and State of New Jersey, on the 4th
day of February, 1998.

                                           CYTEC INDUSTRIES INC.




                                           By /s/ D. D. Fry
                                              ----------------------------------
                                              Chairman of the Board &
                                              Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 4th day of February, 1998.

Name                                        Title
----                                        -----



/s/ D. D. Fry                      Chairman of the Board &
-----------------------            Chief Executive Officer




/s/ J. P. Cronin                   Executive Vice President & Chief
-----------------------            Financial and Accounting Officer


F. W. Armstrong                             Director)
G. A. Burns                                 Director)      By /s/ E. F. Jackman
L. L. Hoynes, Jr.                           Director)         ------------------
D. Lilley                                   Director)         (Attorney-in-Fact)
W. P. Powell                                Director)         January 29, 1998
J. R. Satrum                                Director)

                                     - 7 -

<PAGE>




                                 EXHIBIT INDEX



Exhibit No.                                                                 Page
-----------                                                                 ----

3(a)     The Certificate of Incorporation of the Registrant is
         incorporated by reference to Exhibit 3.1 of Registrant's Annual
         Report on Form 10-K for the year ended December 31, 1993.

3(b)     An Amendment to the Certificate of Incorporation of the
         Registrant is incorporated by reference to Exhibit 3.1(a) of the
         Registrant's Quarterly Report on From 10-Q for the quarter ended
         June 30, 1997.

3(c)     A conformed copy of the Certificate of Incorporation of the
         Registrant, as amended.

3(d)     The By-Laws of Registrant are incorporated by reference to
         Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1993.

23(a)    Consent of KPMG Peat Marwick LLP related to the consolidated
         financial statements of Cytec Industries Inc. and subsidiaries.

23(b)    Consent of Arthur Andersen LLP related to the consolidated
         financial statements of Fiberite Holdings, Inc. and subsidiaries.

24       Powers of Attorney.










                                     - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19303}]
{"company-data": {"conformed-name": "CYTEC INDUSTRIES INC/DE/", "cik": "0000912513", "assigned-sic": "2890", "irs-number": "223268660", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45577", "film-number": "98521172"}, "business-address": {"street1": "FIVE GARRET MOUNTAIN PLAZA", "city": "WEST PATERSON", "state": "NJ", "zip": "07424", "phone": "9733573100"}, "mail-address": {"street1": "FIVE GARRET MOUNTAIN PLAZA", "city": "WEST PATERSON", "state": "NJ", "zip": "07424"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

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

                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)

                                  22-3268660
                     (I.R.S. employer identification no.)

             Five Garret Mountain Plaza, West Paterson, N.J. 07424
              (Address of principal executive office)      (Zip Code)

            REGISTERED RETIREMENT SAVINGS PLAN OF CYTEC CANADA INC.
                             (Full title of plan)

      E. F. Jackman, Esq., Vice President, General Counsel and Secretary
 Cytec Industries Inc., Five Garret Mountain Plaza, West Paterson, N.J. 07424
                    (Name and address of agent for service)

                                (973) 357-3100
         (Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed public offering: sales are
expected to take place from time to time after the effective date of the
Registration Statement.

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                                           Proposed
 Title of                                             Proposed             Maximum
Securities                                            Maximum              Aggregate                 Amount of
  to be                     Amount to              Offering Price          Offering                Registration
Registered                be Registered            Per Share (1)           Price (1)                  fee (1)
=================================================================================================================
Common Stock,
par value                  50,000
$0.01 per share            shares                  $49.375                  $2,468,750               $728.28
=================================================================================================================
(1)      Estimated solely for the purpose of determining the amount of the
         registration fee pursuant to Rule 457(h)(i) promulgated under the
         Act, and based upon the average of the high ($49.8125) and low
         ($48.9375) prices of Cytec Industries Inc. Common Stock on January
         28, 1998, as reported on the New York Stock Exchange Consolidated
         Tape ($49.375 per share).

This Registration Statement, including exhibits contains 19 pages numbered
sequentially from this cover page. The exhibit list is located on Page 8.

                                     - 1 -
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------

The documents containing the information specified in Part I will be sent or
given to persons participating in the Registered Retirement Savings Plan (the
"Plan") of Cytec Canada Inc., a wholly-owned subsidiary of the Registrant as
specified by Rule 428(b)(1) of the Act. In accordance with the instructions to
Part I of Form S-8, such documents have not been filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or as prospectus supplements pursuant to Rule 424
of the Act.

                                    PART II

INFORMATION NOT REQUIRED IN THE SECTION 10(a) PROSPECTUS
--------------------------------------------------------

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

            The Registrant states that the following documents filed by the
            Registrant with the Commission are incorporated by reference.

            (a)    Annual Report on Form 10-K of the Registrant for the fiscal
                   year ended December 31, 1996.

            (b)    All other reports filed by Registrant pursuant to Section
                   13 of the Securities Exchange Act of 1934 (the "Exchange
                   Act") since December 31, 1993.

            (c)    The description of the Common Stock of the Registrant
                   contained in its Registration Statement filed under Section
                   12 of the Exchange Act including any amendment or report
                   previously or hereafter filed for the purpose of updating
                   such description.

            The Registrant states that all documents filed by the Registrant
            pursuant to Sections 13, 14 or 15(d) of the Exchange Act after the
            date hereof and 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 reference herein and to be a part
            hereof from the date of filing of such documents.

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

            Not applicable.

                                     - 2 -
Item 5.     Interests of Named Experts and Counsel
            --------------------------------------

            Not applicable.

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

            General
            -------

            Officers and directors of the Registrant are covered by certain
            provisions of the Delaware General Corporation Law (GCL), the
            Certificate of Incorporation, the By-Laws and insurance policies
            which serve to limit, and, in certain instances, to indemnify them
            against, certain liabilities which they may incur in such
            capacities. None of such provisions would have retroactive effect
            for periods prior to December 17, 1993, and the Registrant is not
            aware of any claim or proceeding in the last three years, or any
            threatened claim, which would have been or would be covered by
            these provisions. These various provisions are described below.

            Elimination of Liability in Certain Circumstances
            -------------------------------------------------

            In June 1986, Delaware enacted legislation which authorizes
            corporations to limit or eliminate the personal liability of
            directors to corporations and their stockholders for monetary
            damages for breach of directors' fiduciary duty of care. The duty
            of care requires that, when acting on behalf of the corporation,
            directors must exercise an informed business judgment based on all
            material information reasonably available to them. Absent the
            limitations now authorized by such legislation, directors are
            accountable to corporations and their stockholders for monetary
            damages for conduct constituting negligence or gross negligence in
            the exercise of their duty of care. Although the statute does not
            change directors' duty of care, it enables corporations to limit
            available relief to equitable remedies such as injunction or
            recision. The Certificate of Incorporation limits the liability of
            directors to the Registrant or its stockholders (in their capacity
            as directors but not in their capacity as officers) to the fullest
            extent permitted by such legislation. Specifically, the directors
            of the Registrant will not be personally liable for monetary
            damages for breach of director's fiduciary duty as a director,
            except for liability (i) for any breach of the director's duty of
            loyalty to the Registrant or its stockholders, (ii) for acts or
            omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law, (iii) for unlawful
            payments of dividends or unlawful stock repurchases or redemptions
            as provided in Section 174 of the Delaware GCL, or (iv) for any
            transaction from which the director derived an improper personal
            benefit.

                                     - 3 -
Indemnification and Insurance
            -----------------------------

            As a Delaware corporation, the Registrant has the power, under
            specified circumstances generally requiring the director or
            officer to act in good faith and in a manner he reasonably
            believes to be in or not opposed to the Registrant's best
            interests, to indemnify its directors and officers in connection
            with actions, suits or proceedings brought against them by a third
            party or in the name of the Registrant, by reason of the fact that
            they were or are such directors or officers, against expenses,
            judgments, fines and amounts paid in settlement in connection with
            any such action, suit or proceeding. Article VIII of the By-laws
            generally provides for mandatory indemnification of the
            Registrant's directors and officers to the fullest extent provided
            by Delaware corporate law.

            The Registrant's By-Laws are incorporated by reference as Exhibit
            3(c) to this Registration Statement. Directors and officers are
            also indemnified under a directors and officers liability
            insurance policy.

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

            Not applicable

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

            3(a)     The Certificate of Incorporation of the Registrant is
                     incorporated by reference to Exhibit 3.1 of Registrant's
                     Annual Report on Form 10-K for the year ended December
                     31, 1993.

            3(b)     An Amendment to the Certificate of Incorporation of the
                     Registrant is incorporated by reference to Exhibit 3.1(a)
                     of the Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended June 30, 1997.

            3(c)     A conformed copy of the Certificate of Incorporation of the
                     Registrant, as amended.

            3(d)     The By-Laws of the Registrant are incorporated by
                     reference to Exhibit 3.2 of Registrant's Annual Report on
                     Form 10-K for the year ended December 31, 1993.

            23(a)    Consent of KPMG Peat Marwick LLP related to the
                     consolidated financial statements of Cytec Industries
                     Inc. and subsidiaries.

            23(b)    Consent of Arthur Andersen LLP related to the
                     consolidated financial statements of Fiberite Holdings,
                     Inc. and subsidiaries.

            24       Powers of Attorney.

                                     - 4 -
Item 9.     Undertakings
            ------------

            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 Act;

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

                (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 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 the
            registrant pursuant to Section 13 or 15(d) of the Exchange Act
            that are incorporated by reference in the Registration Statement.

            (2) That, for the purpose of determining any liability under the
            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.

            The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Act, each filing of the
            Registrant's annual report pursuant to Section 13(a) or Section
            15(d) of the Exchange Act (and, where applicable, each filing of
            an employee benefit plan's annual report pursuant to Section 15(d)
            of the Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new Registration
            Statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

                                     - 5 -
Insofar as indemnification for liabilities arising under the Act
            may be permitted to directors, officers and controlling persons of
            the Registrant pursuant to the foregoing provisions, or otherwise,
            the Registrant has been advised that in the opinion of the
            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 the 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.

            Since the Plan covers only employees in Canada, it is not required
            to be qualified under the United States Internal Revenue Code, nor
            is it subject to ERISA.

                                     - 6 -
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 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 West Paterson and State of New Jersey, on the 4th
day of February, 1998.

                                           CYTEC INDUSTRIES INC.

                                           By /s/ D. D. Fry
                                              ----------------------------------
                                              Chairman of the Board &
                                              Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 4th day of February, 1998.

Name                                        Title
----                                        -----

/s/ D. D. Fry                      Chairman of the Board &
-----------------------            Chief Executive Officer

/s/ J. P. Cronin                   Executive Vice President & Chief
-----------------------            Financial and Accounting Officer

F. W. Armstrong                             Director)
G. A. Burns                                 Director)      By /s/ E. F. Jackman
L. L. Hoynes, Jr.                           Director)         ------------------
D. Lilley                                   Director)         (Attorney-in-Fact)
W. P. Powell                                Director)         January 29, 1998
J. R. Satrum                                Director)

                                     - 7 -
EXHIBIT INDEX

Exhibit No.                                                                 Page
-----------                                                                 ----

3(a)     The Certificate of Incorporation of the Registrant is
         incorporated by reference to Exhibit 3.1 of Registrant's Annual
         Report on Form 10-K for the year ended December 31, 1993.

3(b)     An Amendment to the Certificate of Incorporation of the
         Registrant is incorporated by reference to Exhibit 3.1(a) of the
         Registrant's Quarterly Report on From 10-Q for the quarter ended
         June 30, 1997.

3(c)     A conformed copy of the Certificate of Incorporation of the
         Registrant, as amended.

3(d)     The By-Laws of Registrant are incorporated by reference to
         Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1993.

23(a)    Consent of KPMG Peat Marwick LLP related to the consolidated
         financial statements of Cytec Industries Inc. and subsidiaries.

23(b)    Consent of Arthur Andersen LLP related to the consolidated
         financial statements of Fiberite Holdings, Inc. and subsidiaries.

24       Powers of Attorney.

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