<PAGE>
      As filed with the Securities and Exchange Commission on 14 March 2003

                                             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. Long-Term Incentive Program (including the
Long-Term Incentive Plan, Stock Incentive Program, Stock Option Plan for
Directors, and the Deferred Compensation Plan for Directors)
--------------------------------------------------------------------------------
                           (Full Title of the Plans)

         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>
                                         Amount to         Proposed maximum    Proposed maximum
Title of securities to be                    be             offering price        aggregate             Amount of
       registered                        registered            per share        offering price      registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>                 <C>                  <C>
Common Stock, par value $1                 169,200                             $  6,451,596.00       $        521.93(1)
--------------------------------------------------------------------------------------------------------------------
Options granted October 1, 2002          4,600,300              $43.09         $198,226,927.00       $     16,036.56(2)
--------------------------------------------------------------------------------------------------------------------
Options granted January 24, 2002            20,000              $45.91         $    918,200.00       $         74.28(2)
--------------------------------------------------------------------------------------------------------------------
Options granted May 15, 2002               100,000              $52.19         $  5,219,000.00       $        422.22(2)
--------------------------------------------------------------------------------------------------------------------
Options granted January 23, 2003            20,000              $41.96         $    839,200.00       $         67.89(2)
====================================================================================================================
                                         4,909,500                             $211,654,923.00       $     17,122.88
--------------------------------------------------------------------------------------------------------------------
</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 the average
    of the reported high and low sale prices of shares of Common Stock on 10
    March 2003 (i.e., $38.13 per share).

(2) The registration fee with respect to these shares has been computed in
    accordance with paragraph (h) of Rule 457 based upon the stated exercise
    price of the Options.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.     PLAN INFORMATION. (3)

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. (3)

                                     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, 2002.

         (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.

---------------------------
(3) The information called for by Part I of Form S-8 is currently included in
    the registrant's Prospectuses for its Long-Term Incentive Plan, Stock
    Incentive Program, Stock Option Plan for Directors, and the Deferred
    Compensation Plan for Directors. 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>

ITEM 4.     DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the 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, as amended, contains provisions which provide for indemnification
of certain persons (including officers and directors). The Restated Certificate
of Incorporation, and its amendment, are filed as an exhibit to the registrant's
Annual Report on Form 10-K for the fiscal years ended September 30, 1987 and
September 30, 1996, respectively.

                  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.

                  23.      Consent of KPMG LLP

                  23A.     Consent of Arthur Andersen LLP (omitted pursuant to
                           Rule 437a as described in the Exhibit

                  24.      Power of Attorney

ITEM 9.     UNDERTAKINGS.

         (a)  Rule 415 offering.

                                       -3-

<PAGE>

         The undersigned registrant hereby undertakes:

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

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

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

                                       -4-

<PAGE>

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.

                                   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
14th day of March 2000.

                                                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 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>

         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>

/s/ John P. Jones III                      Director, Chairman of the Board,
----------------------------               President, and Chief Executive Officer
    John P. Jones III                      (Principal Executive Officer)                         14 March 2003

                                           Vice President and Chief
/s/ John R. Owings                         Financial Officer                                     14 March 2003
----------------------------              (Principal Financial
    John R. Owings                         Officer)

                                           Vice President and
/s/ Paul E. Huck                           Corporate Controller                                  14 March 2003
----------------------------               (Principal Accounting
    Paul E. Huck                           Officer)

                  *                                       Director                               14 March 2003
----------------------------
    Mario L. Baeza

                  *                                       Director                               14 March 2003
----------------------------
    L. Paul Bremer III

                  *                                       Director                               14 March 2003
----------------------------
    Michael J. Donahue

                  *                                       Director                               14 March 2003
----------------------------
    Ursula F. Fairbairn

                  *                                       Director                               14 March 2003
----------------------------
    Edward E. Hagenlocker

                  *                                       Director                               14 March 2003
----------------------------
    James F. Hardymon
</TABLE>

                                       -6-

<PAGE>

<TABLE>
<CAPTION>
         Signature                                          Title                                    Date
         ---------                                          -----                                    ----
<S>                                                       <C>                                    <C>
                  *                                       Director                               14 March 2003
----------------------------
    Terrence Murray

                  *                                       Director                               14 March 2003
----------------------------
    Charles H. Noski

                  *                                       Director                               14 March 2003
----------------------------
    Paula G. Rosput

                  *                                       Director                               14 March 2003
----------------------------
    Lawrason D. Thomas
</TABLE>

                                       -7-

<PAGE>

                                  EXHIBIT INDEX

23.      Consent of KPMG LLP

23A.     Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a as
         described in the Exhibit)

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 or under the
registrant's Flexible Employee Benefits Trust and will not constitute original
issuance shares; further, no opinion is being furnished with respect to ERISA
compliance because the Plans covered by the registration statement are not
subject to the requirements of ERISA.

                                       -8-
[{"type": "S-8", "sequence": "1", "filename": "y84403sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19078}]
{"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": "333-103809", "film-number": "03603126"}, "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 14 March 2003

                                             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. Long-Term Incentive Program (including the
Long-Term Incentive Plan, Stock Incentive Program, Stock Option Plan for
Directors, and the Deferred Compensation Plan for Directors)
--------------------------------------------------------------------------------
                           (Full Title of the Plans)

         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
Amount to         Proposed maximum    Proposed maximum
Title of securities to be                    be             offering price        aggregate             Amount of
       registered                        registered            per share        offering price      registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1                 169,200                             $  6,451,596.00       $        521.93(1)
--------------------------------------------------------------------------------------------------------------------
Options granted October 1, 2002          4,600,300              $43.09         $198,226,927.00       $     16,036.56(2)
--------------------------------------------------------------------------------------------------------------------
Options granted January 24, 2002            20,000              $45.91         $    918,200.00       $         74.28(2)
--------------------------------------------------------------------------------------------------------------------
Options granted May 15, 2002               100,000              $52.19         $  5,219,000.00       $        422.22(2)
--------------------------------------------------------------------------------------------------------------------
Options granted January 23, 2003            20,000              $41.96         $    839,200.00       $         67.89(2)
====================================================================================================================
                                         4,909,500                             $211,654,923.00       $     17,122.88
--------------------------------------------------------------------------------------------------------------------
------------------------------
(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 10
    March 2003 (i.e., $38.13 per share).

(2) The registration fee with respect to these shares has been computed in
    accordance with paragraph (h) of Rule 457 based upon the stated exercise
    price of the Options.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.     PLAN INFORMATION. (3)

ITEM 2.     REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. (3)

                                     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, 2002.

         (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.

---------------------------
(3) The information called for by Part I of Form S-8 is currently included in
    the registrant's Prospectuses for its Long-Term Incentive Plan, Stock
    Incentive Program, Stock Option Plan for Directors, and the Deferred
    Compensation Plan for Directors. 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-
ITEM 4.     DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the 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, as amended, contains provisions which provide for indemnification
of certain persons (including officers and directors). The Restated Certificate
of Incorporation, and its amendment, are filed as an exhibit to the registrant's
Annual Report on Form 10-K for the fiscal years ended September 30, 1987 and
September 30, 1996, respectively.

                  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.

                  23.      Consent of KPMG LLP

                  23A.     Consent of Arthur Andersen LLP (omitted pursuant to
                           Rule 437a as described in the Exhibit

                  24.      Power of Attorney

ITEM 9.     UNDERTAKINGS.

         (a)  Rule 415 offering.

                                       -3-
The undersigned registrant hereby undertakes:

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

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

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

                                       -4-
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.

                                   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
14th day of March 2000.

                                                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 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-
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
         ---------                                          -----                                    ----
/s/ John P. Jones III                      Director, Chairman of the Board,
----------------------------               President, and Chief Executive Officer
    John P. Jones III                      (Principal Executive Officer)                         14 March 2003

                                           Vice President and Chief
/s/ John R. Owings                         Financial Officer                                     14 March 2003
----------------------------              (Principal Financial
    John R. Owings                         Officer)

                                           Vice President and
/s/ Paul E. Huck                           Corporate Controller                                  14 March 2003
----------------------------               (Principal Accounting
    Paul E. Huck                           Officer)

                  *                                       Director                               14 March 2003
----------------------------
    Mario L. Baeza

                  *                                       Director                               14 March 2003
----------------------------
    L. Paul Bremer III

                  *                                       Director                               14 March 2003
----------------------------
    Michael J. Donahue

                  *                                       Director                               14 March 2003
----------------------------
    Ursula F. Fairbairn

                  *                                       Director                               14 March 2003
----------------------------
    Edward E. Hagenlocker

                  *                                       Director                               14 March 2003
----------------------------
    James F. Hardymon
-6-
Signature                                          Title                                    Date
         ---------                                          -----                                    ----
*                                       Director                               14 March 2003
----------------------------
    Terrence Murray

                  *                                       Director                               14 March 2003
----------------------------
    Charles H. Noski

                  *                                       Director                               14 March 2003
----------------------------
    Paula G. Rosput

                  *                                       Director                               14 March 2003
----------------------------
    Lawrason D. Thomas
-7-
EXHIBIT INDEX

23.      Consent of KPMG LLP

23A.     Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a as
         described in the Exhibit)

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 or under the
registrant's Flexible Employee Benefits Trust and will not constitute original
issuance shares; further, no opinion is being furnished with respect to ERISA
compliance because the Plans covered by the registration statement are not
subject to the requirements of ERISA.

                                       -8-