<PAGE>
       As filed with the Securities and Exchange Commission on 13 September 2002

                                                                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. Retirement Savings and Stock Ownership Plan
                            (Full Title of the Plan)

         W. Douglas Brown, 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>

                                                         Proposed                 Proposed maximum
   Title of securities         Amount to be              maximum offering         aggregate offering        Amount of
   to be registered            registered                price per share          price                     registration fee(1)
   ----------------            ----------                ---------------          -----                     -------------------
<S>                            <C>                       <C>                      <C>                       <C>
   Common Stock,
   par value $1                7,200,000                 $45.185                  $325,332,000              $29,930.54
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(1)   The registration fee with respect to these shares has been computed in
      accordance with paragraphs (c) and (h) of Rule 457, based upon the average
      of the reported high and low sale prices of shares of Common Stock on 9
      September 2002 (i.e., $45.185 per share).
<PAGE>
Air Products and Chemicals, Inc. (the "Company"), by the filing of this
Registration Statement, hereby registers additional shares of common stock of
the Company for offer and sale pursuant to the Retirement Savings and Stock
Ownership Plan (the "Plan"), together with additional interests to be offered
and sold pursuant to the Plan. These are securities of the same class as the
securities registered for offer and sale pursuant to the Plan under the
Registration Statements on Form S-8 referenced below, the contents of which are
incorporated herein by reference:

<TABLE>
<CAPTION>
                                   NUMBER                                DATE FILED
                                 ---------                        -----------------
<S>                              <C>                              <C>
                                 333-90773                        November 12, 1999
                                 333-36231                        September 24, 1997
                                 033-57017                        December 22, 1994
                                 033-49981                        August 13, 1993
                                 033-31195                        October 12, 1989
</TABLE>

<TABLE>
<CAPTION>
ITEM 8.           EXHIBITS.
<S>               <C>
                  23.      Consents of Arthur Andersen LLP (omitted pursuant to
                           Rule 437a as described in the Exhibit Index for the
                           Registration Statement)

                  24.  Power of Attorney
</TABLE>

                                   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
13th day of September 2002.

                                        AIR PRODUCTS AND CHEMICALS, INC.
                                        (Registrant)


                                        By:  /s/ W. Douglas Brown
                                             -----------------------------------
                                                 W. Douglas Brown*
                                                 Vice President, General Counsel
                                                 and Secretary

*     W. Douglas Brown, 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
      3, 4, and 5 hereof, pursuant to a power of attorney duly executed by such
      persons which is filed with the Securities and Exchange Commission
      herewith.


                                       2
<PAGE>
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Signature                               Title                                    Date
        ---------                               -----                                    ----
<S>                                 <C>                                             <C>
                                    Director, Chairman of the Board,
                                    President, and Chief Executive Officer
/s/ John P. Jones III               (Principal Executive Officer)                   13 September 2002
-------------------------
    John P. Jones III

                                    Vice President and Chief Finance
/s/ John R. Owings                  Officer                                         13 September 2002
-------------------------           (Principal Financial Officer)
    John R. Owings

                                    Vice President and
/s/ Paul E. Huck                        Corporate Controller                        13 September 2002
-------------------------           (Principal Accounting Officer)
    Paul E. Huck


          *                                     Director                            13 September 2002
-------------------------
    Mario L. Baeza


          *                                     Director                            13 September 2002
-------------------------
    L. Paul Bremer III


          *                                     Director                            13 September 2002
-------------------------
    Michael J. Donahue


           *                                    Director                            13 September 2002
-------------------------
    Ursula F. Fairbairn


           *                                    Director                            13 September 2002
-------------------------
    Edward E. Hagenlocker


          *                                     Director                            13 September 2002
-------------------------
    James F. Hardymon
</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>
          Signature                             Title                                    Date
          ---------                             -----                                    ----
<S>                                             <C>                                  <C>
          *                                     Director                             13 September 2002
    Terry R. Lautenbach


                                                Director                             13 September 2002
    Terrence Murray

          *                                     Director                             13 September 2002
    Charles H. Noski


          *                                     Director                             13 September 2002
    Paula G. Rosput


          *                                     Director                             13 September 2002
    Lawrason D. Thomas
</TABLE>

                                       4
<PAGE>
         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan
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 13 September 2002.

                                        AIR PRODUCTS AND CHEMICALS, INC.
                                        RETIREMENT SAVINGS AND STOCK
                                        OWNERSHIP PLAN
                                        (The Plan)



                                        By /s/ L. V. Broese van Groenou
                                           ----------------------------
                                               L. V. Broese van Groenou
                                        Employee Benefit Plans Committee Member

                                        By /s/ W. D Brown
                                           ----------------------------
                                               W. D. Brown
                                        Employee Benefit Plans Committee
                                        Chairman and Member

                                        By /s/ J. P. Jones III
                                           ----------------------------
                                               J. P. Jones III
                                        Employee Benefit Plans Committee Member

                                        By /s/ J. R. Owings
                                           ----------------------------
                                               J. R. Owings
                                        Employee Benefit Plans Committee Member

                                       5
<PAGE>
    As filed with the Securities and Exchange Commission on 13 September 2002
                                Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933





                        AIR PRODUCTS AND CHEMICALS, INC.

                   RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN


                                       6
<PAGE>
                                  EXHIBIT INDEX


23. Consent of Arthur Andersen LLP

The Company's financial statements as of September 30, 2001 and 2000 and for the
three years ended September 30, 2001 incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended September 30, 2001 and
the Plan's financial statements as of September 30, 2001 and 2000 incorporated
herein by reference to the Company's Form 10K/A, were audited by Arthur Andersen
LLP ("Andersen"). Subsequently, Andersen was dismissed as the Company's and as
the Plan's independent auditors.

Section 11(a) of the Securities Act of 1933 (the "Act") provides that in case
any part of a registration statement, at the time it became effective, contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein not misleading, any person acquiring a
security pursuant to the registration statement (unless at the time of such
acquisition he knew of the untruth or omission) may sue, among others, any
accountant who has consented to be named in the registration statement as having
prepared or certified such part of the registration statement. After reasonable
efforts, the Company has been unable to obtain the consent of Andersen to the
incorporation by reference in this registration statement of Andersen's reports
on its audit of the Company's and of the Plan's financial statements referred to
above. Under these circumstances, Rule 437a under the Securities Act permits the
Company and the Plan to file this Registration Statement without such consents.
Without such consents, a person acquiring shares of the Company pursuant to this
Registration Statement will be unable to assert a claim against Andersen under
Section 11(a) of the Act in the event of an untrue statement of material fact or
a material omission in the financial statements audited by Andersen or in its
reports with respect thereto.

24. Power of Attorney

No opinion of counsel is being filed because the Common Stock, if any, to be
distributed in connection with the Plan will consist exclusively of previously
issued shares including shares that are presently held by the Company in
treasury or under the Air Products and Chemicals, Inc. Flexible Employee
Benefits Trust (which was created to provide for the satisfaction of certain
obligations of the Company and its affiliates under various employee plans,
including the Plan) and will not constitute original issuance shares; further,
no opinion is being furnished with respect to ERISA compliance because the
Company has undertaken in Registration Statement No. 33-49981, filed with the
Securities and Exchange Commission on Form S-8 on August 13, 1993, that it has
submitted and will submit the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made and will make all
changes required by the IRS in order to qualify the Plan, said Registration
Statement No. 33-49981 having been incorporated by reference herein.

                                       7
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{"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": "333-99497", "film-number": "02763050"}, "business-address": {"street1": "7201 HAMILTON BLVD", "city": "ALLENTOWN", "state": "PA", "zip": "18195-1501", "phone": "6104814911"}, "mail-address": {"street1": "7201 HAMILTON BLVD", "city": "ALLENTOWN", "state": "PA", "zip": "18195-1501"}}
As filed with the Securities and Exchange Commission on 13 September 2002

                                                                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. Retirement Savings and Stock Ownership Plan
                            (Full Title of the Plan)

         W. Douglas Brown, 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
Proposed                 Proposed maximum
   Title of securities         Amount to be              maximum offering         aggregate offering        Amount of
   to be registered            registered                price per share          price                     registration fee(1)
   ----------------            ----------                ---------------          -----                     -------------------
Common Stock,
   par value $1                7,200,000                 $45.185                  $325,332,000              $29,930.54
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(1)   The registration fee with respect to these shares has been computed in
      accordance with paragraphs (c) and (h) of Rule 457, based upon the average
      of the reported high and low sale prices of shares of Common Stock on 9
      September 2002 (i.e., $45.185 per share).
Air Products and Chemicals, Inc. (the "Company"), by the filing of this
Registration Statement, hereby registers additional shares of common stock of
the Company for offer and sale pursuant to the Retirement Savings and Stock
Ownership Plan (the "Plan"), together with additional interests to be offered
and sold pursuant to the Plan. These are securities of the same class as the
securities registered for offer and sale pursuant to the Plan under the
Registration Statements on Form S-8 referenced below, the contents of which are
incorporated herein by reference:
NUMBER                                DATE FILED
                                 ---------                        -----------------
333-90773                        November 12, 1999
                                 333-36231                        September 24, 1997
                                 033-57017                        December 22, 1994
                                 033-49981                        August 13, 1993
                                 033-31195                        October 12, 1989
ITEM 8.           EXHIBITS.
23.      Consents of Arthur Andersen LLP (omitted pursuant to
                           Rule 437a as described in the Exhibit Index for the
                           Registration Statement)

                  24.  Power of Attorney
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
13th day of September 2002.

                                        AIR PRODUCTS AND CHEMICALS, INC.
                                        (Registrant)

                                        By:  /s/ W. Douglas Brown
                                             -----------------------------------
                                                 W. Douglas Brown*
                                                 Vice President, General Counsel
                                                 and Secretary

*     W. Douglas Brown, 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
      3, 4, and 5 hereof, pursuant to a power of attorney duly executed by such
      persons which is filed with the Securities and Exchange Commission
      herewith.

                                       2
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,
                                    President, and Chief Executive Officer
/s/ John P. Jones III               (Principal Executive Officer)                   13 September 2002
-------------------------
    John P. Jones III

                                    Vice President and Chief Finance
/s/ John R. Owings                  Officer                                         13 September 2002
-------------------------           (Principal Financial Officer)
    John R. Owings

                                    Vice President and
/s/ Paul E. Huck                        Corporate Controller                        13 September 2002
-------------------------           (Principal Accounting Officer)
    Paul E. Huck

          *                                     Director                            13 September 2002
-------------------------
    Mario L. Baeza

          *                                     Director                            13 September 2002
-------------------------
    L. Paul Bremer III

          *                                     Director                            13 September 2002
-------------------------
    Michael J. Donahue

           *                                    Director                            13 September 2002
-------------------------
    Ursula F. Fairbairn

           *                                    Director                            13 September 2002
-------------------------
    Edward E. Hagenlocker

          *                                     Director                            13 September 2002
-------------------------
    James F. Hardymon
3
Signature                             Title                                    Date
          ---------                             -----                                    ----
*                                     Director                             13 September 2002
    Terry R. Lautenbach

                                                Director                             13 September 2002
    Terrence Murray

          *                                     Director                             13 September 2002
    Charles H. Noski

          *                                     Director                             13 September 2002
    Paula G. Rosput

          *                                     Director                             13 September 2002
    Lawrason D. Thomas
4
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Air Products and Chemicals, Inc. Retirement Savings and Stock Ownership Plan
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 13 September 2002.

                                        AIR PRODUCTS AND CHEMICALS, INC.
                                        RETIREMENT SAVINGS AND STOCK
                                        OWNERSHIP PLAN
                                        (The Plan)

                                        By /s/ L. V. Broese van Groenou
                                           ----------------------------
                                               L. V. Broese van Groenou
                                        Employee Benefit Plans Committee Member

                                        By /s/ W. D Brown
                                           ----------------------------
                                               W. D. Brown
                                        Employee Benefit Plans Committee
                                        Chairman and Member

                                        By /s/ J. P. Jones III
                                           ----------------------------
                                               J. P. Jones III
                                        Employee Benefit Plans Committee Member

                                        By /s/ J. R. Owings
                                           ----------------------------
                                               J. R. Owings
                                        Employee Benefit Plans Committee Member

                                       5
As filed with the Securities and Exchange Commission on 13 September 2002
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                        AIR PRODUCTS AND CHEMICALS, INC.

                   RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

                                       6
EXHIBIT INDEX

23. Consent of Arthur Andersen LLP

The Company's financial statements as of September 30, 2001 and 2000 and for the
three years ended September 30, 2001 incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended September 30, 2001 and
the Plan's financial statements as of September 30, 2001 and 2000 incorporated
herein by reference to the Company's Form 10K/A, were audited by Arthur Andersen
LLP ("Andersen"). Subsequently, Andersen was dismissed as the Company's and as
the Plan's independent auditors.

Section 11(a) of the Securities Act of 1933 (the "Act") provides that in case
any part of a registration statement, at the time it became effective, contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein not misleading, any person acquiring a
security pursuant to the registration statement (unless at the time of such
acquisition he knew of the untruth or omission) may sue, among others, any
accountant who has consented to be named in the registration statement as having
prepared or certified such part of the registration statement. After reasonable
efforts, the Company has been unable to obtain the consent of Andersen to the
incorporation by reference in this registration statement of Andersen's reports
on its audit of the Company's and of the Plan's financial statements referred to
above. Under these circumstances, Rule 437a under the Securities Act permits the
Company and the Plan to file this Registration Statement without such consents.
Without such consents, a person acquiring shares of the Company pursuant to this
Registration Statement will be unable to assert a claim against Andersen under
Section 11(a) of the Act in the event of an untrue statement of material fact or
a material omission in the financial statements audited by Andersen or in its
reports with respect thereto.

24. Power of Attorney

No opinion of counsel is being filed because the Common Stock, if any, to be
distributed in connection with the Plan will consist exclusively of previously
issued shares including shares that are presently held by the Company in
treasury or under the Air Products and Chemicals, Inc. Flexible Employee
Benefits Trust (which was created to provide for the satisfaction of certain
obligations of the Company and its affiliates under various employee plans,
including the Plan) and will not constitute original issuance shares; further,
no opinion is being furnished with respect to ERISA compliance because the
Company has undertaken in Registration Statement No. 33-49981, filed with the
Securities and Exchange Commission on Form S-8 on August 13, 1993, that it has
submitted and will submit the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made and will make all
changes required by the IRS in order to qualify the Plan, said Registration
Statement No. 33-49981 having been incorporated by reference herein.

                                       7