<PAGE>



       [AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997]

                                                 REGISTRATION NO. 333-
                                                                      ------

    ----------------------------------------------------------------------------
    ----------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                     -------------------------------------------
                                       FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                           --------------------------------

                                  WESTERN ATLAS INC.
                  (Exact name of issuer as specified in its charter)

              DELAWARE                                95-3899675
    (State or other jurisdiction                   (I.R.S. Employer
   of incorporation or organization)             Identification Number)

                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
             (Address of Principal Executive Offices including Zip Code)
                    ---------------------------------------------
                     WESTERN ATLAS INC. 1993 STOCK INCENTIVE PLAN
                               (Full Title of the Plan)
                     --------------------------------------------
                                  NORMAN L. ROBERTS
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  WESTERN ATLAS INC.
                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
                       (Name and address of agent for service)
                                    (310) 888-2700
            (Telephone number, including area code, of agent for service)
                     -------------------------------------------
                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>               <C>                    <C>
                                             PROPOSED       PROPOSED MAXIMUM
TITLE OF SECURITIES   AMOUNT TO BE            MAXIMUM           AGGREGATE             AMOUNT OF
 TO BE REGISTERED     REGISTERED (1)      OFFERING PRICE    OFFERING PRICE (2)     REGISTRATION FEE (3)
                                           PER SHARE (2)
------------------------------------------------------------------------------------------------------
  Common Stock,
  $1 par value          2,129,459             $59.1875        $126,037,354.56        $38,193.14

------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
 
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) In addition to this amount, such indeterminate amount of additional shares
    as may become issuable pursuant to the anti-dilution provisions of the Plan.
    The amount to be registered represents the number of shares of Common Stock
    of the Registrant which have become available for issuance under the terms 
    of the Plan subsequent to the inception of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) and Rule 457(c) on the basis of the average of the
    high and low prices for the Registrant's Common Stock on the New York Stock
    Exchange on April 18, 1997, estimated to be the maximum offering price
    under the Plan.

(3) Pursuant to Rule 429, the Prospectus to be used to offer the securities 
    registered hereunder will also be used to offer 394,094 shares registered 
    on Form S-8 No. 33-76508 filed with the Commission on March 16, 1994. The
    registration fee previously paid and applicable to such shares was 
    $5,469.75.
------------------------------------------------------------------------------
------------------------------------------------------------------------------

<PAGE>

                                        PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    ------------------
    * Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
    S-8.

                                       PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:

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

    (2)  The description of the Registrant's Common Stock contained in the
    Registrant's Registration Statement on Form 10 filed with the Commission
    pursuant to the Exchange Act on October 12, 1993, as amended on December
    13, 1993, January 19, 1994, February 9, 1994, and March 2, 1994.

    All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement 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 in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

    Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document 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.


                                          2

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210.  Mr. Roberts owns 151 shares of Common Stock of
the Registrant and holds options to purchase 77,000 of such shares.

    The consolidated balance sheet of the Registrant and subsidiaries as of 
December 31, 1996, and 1995, and the related consolidated statements of 
income and cash flows for each of the years in the three-year period ended 
December 31, 1996, which have been incorporated in this Registration 
Statement on Form S-8 by reference, have been audited by Deloitte & Touche 
LLP, independent auditors, as stated in their report dated February 13, 1997, 
which is also incorporated herein, and has been so incorporated in reliance 
upon the report of such firm given upon their authority as experts in 
accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Reference is made to Article SIXTH, Section 2, of the Restated Certificate
of Incorporation of the Registrant, as amended, and to Section 145 of the
General Corporation Law of the State of Delaware as set forth below.

    Article SIXTH, Section 2, of the Restated Certificate of Incorporation of
the Registrant, as amended, provides as follows:

    "Section 2  INDEMNIFICATION AND INSURANCE

         "(a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
    party or is threatened to be made a party to or is involved in any action,
    suit or proceeding, whether civil, criminal, administrative or
    investigative (hereinafter a "proceeding"), by reason of the fact that he
    or she, or a person of whom he or she is the legal representative, is or
    was a director or officer of the Corporation or is or was serving at the
    request of the Corporation as a director, officer, employee or agent of
    another corporation or of a partnership, joint venture, trust or other
    enterprise, including service with respect to employee benefit plans
    maintained or sponsored by the Corporation, whether the basis of such
    proceeding is alleged action in an official capacity as a director,
    officer, employee or agent or in any other capacity while serving as a
    director, officer, employee or agent, shall be indemnified and held
    harmless by the Corporation to the fullest extent authorized by the
    Delaware General Corporation Law, as the same exists or may hereafter be
    amended (but, in the case of any such amendment, only to the extent that
    such amendment permits the Corporation to provide broader indemnification
    rights than said Law permitted the Corporation to provide prior to such
    amendment), against all expense, liability and loss (including attorneys'
    fees, judgments, fines, excise taxes pursuant to the Employee Retirement
    Income Security Act of 1974 or penalties and amounts paid or to be paid in
    settlement) reasonably incurred or suffered by such person in connection
    therewith and such indemnification shall continue as to a person who has
    ceased to be a director, officer, employee or agent and shall inure to the
    benefit of his or her heirs, executors and administrators; provided,
    however, that, except as provided in paragraph (b) hereof, the Corporation
    shall indemnify any such person seeking indemnification in connection with
    a proceeding (or part thereof) initiated by such person only if such
    proceeding (or part thereof) was authorized by the Board of Directors of
    the


                                          3

<PAGE>

    Corporation.  The right to indemnification conferred in this Section shall
    be a contract right and shall include the right to be paid by the
    Corporation the expenses incurred in defending any such proceeding in
    advance of its final disposition; provided, however, that, if the Delaware
    General Corporation Law requires, the payment of such expenses incurred by
    a director or officer in his or her capacity as a director or officer (and
    not in any other capacity in which service was or is rendered by such
    person while a director or officer, including, without limitation, service
    to an employee benefit plan) in advance of the final disposition of a
    proceeding, shall be made only upon delivery to the Corporation of an
    undertaking, by or on behalf of such director or officer, to repay all
    amounts so advanced if it shall ultimately be determined that such director
    or officer is not entitled to be indemnified under this Section or
    otherwise. The Corporation may, by action of its Board of Directors,
    provide indemnification to employees and agents of the Corporation with the
    same scope and effect as the foregoing indemnification of directors and
    officers.

         "(b)  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under paragraph (a)
    of this Section is not paid in full by the Corporation within thirty days
    after a written claim has been received by the Corporation, the claimant
    may at any time thereafter bring suit against the Corporation to recover
    the unpaid amount of the claim and, if successful in whole or in part, the
    claimant shall be entitled to be paid also the expense of prosecuting such
    claim.  It shall be a defense to any such action (other than an action
    brought to enforce a claim for expenses incurred in defending any
    proceeding in advance of its final disposition where the required
    undertaking, if any is required, has been tendered to the Corporation) that
    the claimant has not met the standard of conduct which makes it permissible
    under the Delaware General Corporation Law for the Corporation to indemnify
    the claimant for the amount claimed, but the burden of proving such defense
    shall be on the Corporation. Neither the failure of the Corporation
    (including its Board of Directors, independent legal counsel, or its
    stockholders) to have made a determination prior to the commencement of
    such action that indemnification of the claimant is proper in the
    circumstances because he or she has met the applicable standard of conduct
    set forth in the Delaware General Corporation Law, nor an actual
    determination by the Corporation (including its Board of Directors,
    independent legal counsel, or its stockholders) that the claimant has not
    met such applicable standard of conduct, shall be a defense to the action
    or create a presumption that the claimant has not met the applicable
    standard of conduct.

         "(c)  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and the
    payment of expenses incurred in defending a proceeding in advance of its
    final disposition conferred in this Section shall not be exclusive of any
    other right which any person may have or hereafter acquire under any
    statute, provision of this Restated Certificate of Incorporation, by-law,
    agreement, vote of stockholders or disinterested directors or otherwise.

         "(d)  INSURANCE.  The Corporation may maintain insurance, at its
    expense, to protect itself and any director, officer, employee or agent of
    the Corporation or any person serving at the request of the Corporation as
    a director, officer, employee or agent of another corporation or of a
    partnership, joint venture, trust or other enterprise, including service
    with respect to employee benefit plans maintained or sponsored by the
    Corporation, against any such expense, liability or loss, whether or not
    the Corporation would have the power to indemnify such person against such
    expense, liability or loss under the Delaware General Corporation Law."

Section 145 of the General Corporation Law of Delaware provides as follows:

         "SECTION 145.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
    AGENTS; INSURANCE


                                          4

<PAGE>

         "(a)  A corporation may indemnify any person who was or is a party or
    is threatened to be made a party to any threatened, pending or completed
    action, suit or proceeding, whether civil, criminal, administrative or
    investigative (other than an action by or in the right of the corporation)
    by reason of the fact that he is or was a director, officer, employee or
    agent of the corporation, or is or was serving at the request of the
    corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise, against
    expenses (including attorneys' fees), judgments, fines and amounts paid in
    settlement actually and reasonably incurred by him in connection with such
    action, suit or proceeding if he acted in good faith and in a manner he
    reasonably believed to be in or not opposed to the best interests of the
    corporation, and, with respect to any criminal action or proceeding, had no
    reasonable cause to believe his conduct was unlawful.  The termination of
    any action, suit or proceeding by judgment, order, settlement, conviction,
    or upon a plea of nolo contendere or its equivalent, shall not, of itself,
    create a presumption that the person did not act in good faith and in a
    manner which he reasonably believed to be in or not opposed to the best
    interests of the corporation, and, with respect to any criminal action or
    proceeding, had reasonable cause to believe that his conduct was unlawful.

         "(b)  A corporation may indemnify any person who was or is a party or
    is threatened to be made a party to any threatened, pending or completed
    action or suit by or in the right of the corporation to procure a judgment
    in its favor by reason of the fact that he is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the request
    of the corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise against
    expenses (including attorneys' fees) actually and reasonably incurred by
    him in connection with the defense or settlement of such action or suit if
    he acted in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation and except that no
    indemnification shall be made in respect of any claim, issue or matter as
    to which such person shall have been adjudged to be liable to the
    corporation unless and only to the extent that the Court of Chancery or the
    court in which such action or suit was brought shall determine upon
    application that, despite the adjudication of liability but in view of all
    the circumstances of the case, such person is fairly and reasonably
    entitled to indemnity for such expenses which the Court of Chancery or such
    other court shall deem proper.

         "(c)  To the extent that a director, officer, employee or agent of a
    corporation has been successful on the merits or otherwise in defense of
    any action, suit or proceeding referred to in subsections (a) and (b) of
    this section, or in defense of any claim, issue or matter therein, he shall
    be indemnified against expenses (including attorneys' fees) actually and
    reasonably incurred by him in connection therewith.

         "(d)  Any indemnification under subsections (a) and (b) of this
    section (unless ordered by a court) shall be made by the corporation only
    as authorized in the specific case upon a determination that
    indemnification of the director, officer, employee or agent is proper in
    the circumstances because he has met the applicable standard of conduct set
    forth in subsections (a) and (b) of this section.  Such determination shall
    be made (1) by a majority vote of the directors who are not parties to such
    action, suit or proceeding, even though less than a quorum, or (2) if there
    are no such directors, or if such directors so direct, by independent legal
    counsel in a written opinion, or (3) by the stockholders.

         "(e)  Expenses (including attorneys' fees) incurred by an officer or
    director in defending any civil, criminal, administrative or investigative
    action, suit or proceeding may be paid by the corporation in advance of the
    final disposition of such action, suit or proceeding upon receipt of an
    undertaking by or on behalf of such director or officer to repay such
    amount if it shall


                                          5

<PAGE>

    ultimately be determined that he is not entitled to be indemnified by the
    corporation as authorized in this section.  Such expenses (including
    attorneys' fees) incurred by other employees and agents may be so paid upon
    such terms and conditions, if any, as the board of directors deems
    appropriate.

         "(f)  The indemnification and advancement of expenses provided by, or
    granted pursuant to, the other subsections of this section shall not be
    deemed exclusive of any other rights to which those seeking indemnification
    or advancement of expenses may be entitled under any bylaw, agreement, vote
    of stockholders or disinterested directors or otherwise, both as to action
    in his official capacity and as to action in another capacity while holding
    such office.

         "(g)  A corporation shall have power to purchase and maintain
    insurance on behalf of any person who is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the request
    of the corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise against
    any liability asserted against him and incurred by him in any such
    capacity, or arising out of his status as such, whether or not the
    corporation would have the power to indemnify him against such liability
    under this section.

         "(h)  For purposes of this section, references to "the corporation"
    shall include, in addition to the resulting corporation, any constituent
    corporation (including any constituent of a constituent) absorbed in a
    consolidation or merger which, if its separate existence had continued,
    would have had power and authority to indemnify its directors, officers,
    and employees or agents, so that any person who is or was a director,
    officer, employee or agent of such constituent corporation, or is or was
    serving at the request of such constituent corporation as a director,
    officer, employee or agent of another corporation, partnership, joint
    venture, trust or other enterprise, shall stand in the same position under
    this section with respect to the resulting or surviving corporation as he
    would have with respect to such constituent corporation if its separate
    existence had continued.

         "(i)  For purposes of this section, references to "other enterprises"
    shall include employee benefit plans; references to "fines" shall include
    any excise taxes assessed on a person with respect to any employee benefit
    plan; and references to "serving at the request of the corporation" shall
    include any service as a director, officer, employee or agent of the
    corporation which imposes duties on, or involves services by, such
    director, officer, employee or agent with respect to an employee benefit
    plan, its participants or beneficiaries; and a person who acted in good
    faith and in a manner he reasonably believed to be in the interest of the
    participants and beneficiaries of an employee benefit plan shall be deemed
    to have acted in a manner "not opposed to the best interests of the
    corporation" as referred to in this section.

         "(j)  The indemnification and advancement of expenses provided by, or
    granted pursuant to, this section shall, unless otherwise provided when
    authorized or ratified, continue as to a person who has ceased to be a
    director, officer, employee or agent and shall inure to the benefit of the
    heirs, executors and administrators of such a person.

         "(k)  The Court of Chancery is hereby vested with exclusive
    jurisdiction to hear and determine all actions for advancement of expenses
    or indemnification brought under this section or under any bylaw,
    agreement, vote of stockholders or disinterested directors, or otherwise.
    The Court of Chancery may summarily determine a corporation's obligation to
    advance expenses (including attorneys' fees)."


                                          6

<PAGE>

    The Registrant provides and maintains insurance covering certain
liabilities (within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number                            Description
------                            -----------

5        Opinion of the Registrant's General Counsel as to the legality of
         securities offered under the Western Atlas Inc. 1993 Stock Incentive
         Plan.

10       Western Atlas Inc. 1993 Stock Incentive Plan, as amended through the 
         date of this filing.

23(a)    Independent Auditors' Consent, Deloitte & Touche LLP.

23(b)    Consent of Counsel (contained in the opinion of the Registrant's
         General Counsel, Exhibit 5 hereto).

24(a)    Power of Attorney of Directors and Certain Officers.

24(b)    Certification of Resolutions authorizing Registrant's signature by
         power of attorney.

ITEM 9. UNDERTAKINGS

    (1)  The undersigned registrant hereby undertakes:

         (a)  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.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20% change in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective registration
         statement; and


                                          7

<PAGE>

              (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)(a)(i) and (1)(a)(ii) do not apply if
    the registration statement is on Form S-3, Form S-8 or Form F-3 and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed by, or furnished to the
    Commission 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;

         (b)  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; and

         (c)  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.

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

    (3)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                          8

<PAGE>

                                      SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California, on the 21st day
of April, 1997.



                                  WESTERN ATLAS INC.



                                  BY:  ALTON J. BRANN*
                                     ------------------------------
                                       ALTON J. BRANN
                                       CHAIRMAN OF THE BOARD AND
                                       CHIEF EXECUTIVE OFFICER




















           /s/ Virginia S. Young
---------------------------------------------
*BY VIRGINIA S. YOUNG, ATTORNEY-IN-FACT


                                          9

<PAGE>

         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 and on the 21st day of April, 1997.

SIGNATURES:                            TITLE:
-----------                            ------

PRINCIPAL EXECUTIVE OFFICER
                                            CHAIRMAN OF THE BOARD AND
    ALTON J. BRANN*                         CHIEF EXECUTIVE OFFICER; DIRECTOR
-------------------------------------
ALTON J. BRANN


PRINCIPAL FINANCIAL OFFICER
                                            SENIOR VICE PRESIDENT AND
    MICHAEL E. KEANE*                       CHIEF FINANCIAL OFFICER
-------------------------------------
MICHAEL E. KEANE


PRINCIPAL ACCOUNTING OFFICER

    CHARLES A. CUSUMANO*                    VICE PRESIDENT, FINANCE
-------------------------------------
CHARLES A. CUSUMANO


    PAUL BANCROFT, III*                     DIRECTOR
-------------------------------------
PAUL BANCROFT, III


    JOSEPH T. CASEY*                        DIRECTOR
-------------------------------------
JOSEPH T. CASEY


    WILLIAM C. EDWARDS*                     DIRECTOR
-------------------------------------
WILLIAM C. EDWARDS


    CLAIRE W. GARGALLI*                     DIRECTOR
-------------------------------------
CLAIRE W. GARGALLI


    ORION L. HOCH*                          DIRECTOR
-------------------------------------
ORION L. HOCH


    STEVEN B. SAMPLE*                       DIRECTOR
-------------------------------------
STEVEN B. SAMPLE


 /s/Virginia S. Young
-------------------------------------
*BY VIRGINIA S. YOUNG, ATTORNEY-IN-FACT


                                          10
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 32867}]
{"company-data": {"conformed-name": "WESTERN ATLAS INC", "cik": "0000913340", "assigned-sic": "1382", "irs-number": "953899675", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25619", "film-number": "97585232"}, "business-address": {"street1": "360 NORTH CRESCENT DR", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210", "phone": "3108882500"}, "mail-address": {"street1": "360 NORTH CRESCENT DR", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210"}}
[AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997]

                                                 REGISTRATION NO. 333-
                                                                      ------

    ----------------------------------------------------------------------------
    ----------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                     -------------------------------------------
                                       FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                           --------------------------------

                                  WESTERN ATLAS INC.
                  (Exact name of issuer as specified in its charter)

              DELAWARE                                95-3899675
    (State or other jurisdiction                   (I.R.S. Employer
   of incorporation or organization)             Identification Number)

                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
             (Address of Principal Executive Offices including Zip Code)
                    ---------------------------------------------
                     WESTERN ATLAS INC. 1993 STOCK INCENTIVE PLAN
                               (Full Title of the Plan)
                     --------------------------------------------
                                  NORMAN L. ROBERTS
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                  WESTERN ATLAS INC.
                               360 NORTH CRESCENT DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210-4867
                       (Name and address of agent for service)
                                    (310) 888-2700
            (Telephone number, including area code, of agent for service)
                     -------------------------------------------
                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
PROPOSED       PROPOSED MAXIMUM
TITLE OF SECURITIES   AMOUNT TO BE            MAXIMUM           AGGREGATE             AMOUNT OF
 TO BE REGISTERED     REGISTERED (1)      OFFERING PRICE    OFFERING PRICE (2)     REGISTRATION FEE (3)
                                           PER SHARE (2)
------------------------------------------------------------------------------------------------------
  Common Stock,
  $1 par value          2,129,459             $59.1875        $126,037,354.56        $38,193.14

------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) In addition to this amount, such indeterminate amount of additional shares
    as may become issuable pursuant to the anti-dilution provisions of the Plan.
    The amount to be registered represents the number of shares of Common Stock
    of the Registrant which have become available for issuance under the terms 
    of the Plan subsequent to the inception of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h) and Rule 457(c) on the basis of the average of the
    high and low prices for the Registrant's Common Stock on the New York Stock
    Exchange on April 18, 1997, estimated to be the maximum offering price
    under the Plan.

(3) Pursuant to Rule 429, the Prospectus to be used to offer the securities 
    registered hereunder will also be used to offer 394,094 shares registered 
    on Form S-8 No. 33-76508 filed with the Commission on March 16, 1994. The
    registration fee previously paid and applicable to such shares was 
    $5,469.75.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    ------------------
    * Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from the Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
    S-8.

                                       PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are hereby incorporated by reference in this
Registration Statement:

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

    (2)  The description of the Registrant's Common Stock contained in the
    Registrant's Registration Statement on Form 10 filed with the Commission
    pursuant to the Exchange Act on October 12, 1993, as amended on December
    13, 1993, January 19, 1994, February 9, 1994, and March 2, 1994.

    All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement 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 in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant under such Sections of
the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

    Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document 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.

                                          2
ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    The legality of the Common Stock offered pursuant to the Registration
Statement has been passed upon for the Registrant by Norman L. Roberts, Senior
Vice President and General Counsel of the Registrant, 360 North Crescent Drive,
Beverly Hills, California 90210.  Mr. Roberts owns 151 shares of Common Stock of
the Registrant and holds options to purchase 77,000 of such shares.

    The consolidated balance sheet of the Registrant and subsidiaries as of 
December 31, 1996, and 1995, and the related consolidated statements of 
income and cash flows for each of the years in the three-year period ended 
December 31, 1996, which have been incorporated in this Registration 
Statement on Form S-8 by reference, have been audited by Deloitte & Touche 
LLP, independent auditors, as stated in their report dated February 13, 1997, 
which is also incorporated herein, and has been so incorporated in reliance 
upon the report of such firm given upon their authority as experts in 
accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Reference is made to Article SIXTH, Section 2, of the Restated Certificate
of Incorporation of the Registrant, as amended, and to Section 145 of the
General Corporation Law of the State of Delaware as set forth below.

    Article SIXTH, Section 2, of the Restated Certificate of Incorporation of
the Registrant, as amended, provides as follows:

    "Section 2  INDEMNIFICATION AND INSURANCE

         "(a)  RIGHT TO INDEMNIFICATION.  Each person who was or is made a
    party or is threatened to be made a party to or is involved in any action,
    suit or proceeding, whether civil, criminal, administrative or
    investigative (hereinafter a "proceeding"), by reason of the fact that he
    or she, or a person of whom he or she is the legal representative, is or
    was a director or officer of the Corporation or is or was serving at the
    request of the Corporation as a director, officer, employee or agent of
    another corporation or of a partnership, joint venture, trust or other
    enterprise, including service with respect to employee benefit plans
    maintained or sponsored by the Corporation, whether the basis of such
    proceeding is alleged action in an official capacity as a director,
    officer, employee or agent or in any other capacity while serving as a
    director, officer, employee or agent, shall be indemnified and held
    harmless by the Corporation to the fullest extent authorized by the
    Delaware General Corporation Law, as the same exists or may hereafter be
    amended (but, in the case of any such amendment, only to the extent that
    such amendment permits the Corporation to provide broader indemnification
    rights than said Law permitted the Corporation to provide prior to such
    amendment), against all expense, liability and loss (including attorneys'
    fees, judgments, fines, excise taxes pursuant to the Employee Retirement
    Income Security Act of 1974 or penalties and amounts paid or to be paid in
    settlement) reasonably incurred or suffered by such person in connection
    therewith and such indemnification shall continue as to a person who has
    ceased to be a director, officer, employee or agent and shall inure to the
    benefit of his or her heirs, executors and administrators; provided,
    however, that, except as provided in paragraph (b) hereof, the Corporation
    shall indemnify any such person seeking indemnification in connection with
    a proceeding (or part thereof) initiated by such person only if such
    proceeding (or part thereof) was authorized by the Board of Directors of
    the

                                          3
Corporation.  The right to indemnification conferred in this Section shall
    be a contract right and shall include the right to be paid by the
    Corporation the expenses incurred in defending any such proceeding in
    advance of its final disposition; provided, however, that, if the Delaware
    General Corporation Law requires, the payment of such expenses incurred by
    a director or officer in his or her capacity as a director or officer (and
    not in any other capacity in which service was or is rendered by such
    person while a director or officer, including, without limitation, service
    to an employee benefit plan) in advance of the final disposition of a
    proceeding, shall be made only upon delivery to the Corporation of an
    undertaking, by or on behalf of such director or officer, to repay all
    amounts so advanced if it shall ultimately be determined that such director
    or officer is not entitled to be indemnified under this Section or
    otherwise. The Corporation may, by action of its Board of Directors,
    provide indemnification to employees and agents of the Corporation with the
    same scope and effect as the foregoing indemnification of directors and
    officers.

         "(b)  RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under paragraph (a)
    of this Section is not paid in full by the Corporation within thirty days
    after a written claim has been received by the Corporation, the claimant
    may at any time thereafter bring suit against the Corporation to recover
    the unpaid amount of the claim and, if successful in whole or in part, the
    claimant shall be entitled to be paid also the expense of prosecuting such
    claim.  It shall be a defense to any such action (other than an action
    brought to enforce a claim for expenses incurred in defending any
    proceeding in advance of its final disposition where the required
    undertaking, if any is required, has been tendered to the Corporation) that
    the claimant has not met the standard of conduct which makes it permissible
    under the Delaware General Corporation Law for the Corporation to indemnify
    the claimant for the amount claimed, but the burden of proving such defense
    shall be on the Corporation. Neither the failure of the Corporation
    (including its Board of Directors, independent legal counsel, or its
    stockholders) to have made a determination prior to the commencement of
    such action that indemnification of the claimant is proper in the
    circumstances because he or she has met the applicable standard of conduct
    set forth in the Delaware General Corporation Law, nor an actual
    determination by the Corporation (including its Board of Directors,
    independent legal counsel, or its stockholders) that the claimant has not
    met such applicable standard of conduct, shall be a defense to the action
    or create a presumption that the claimant has not met the applicable
    standard of conduct.

         "(c)  NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and the
    payment of expenses incurred in defending a proceeding in advance of its
    final disposition conferred in this Section shall not be exclusive of any
    other right which any person may have or hereafter acquire under any
    statute, provision of this Restated Certificate of Incorporation, by-law,
    agreement, vote of stockholders or disinterested directors or otherwise.

         "(d)  INSURANCE.  The Corporation may maintain insurance, at its
    expense, to protect itself and any director, officer, employee or agent of
    the Corporation or any person serving at the request of the Corporation as
    a director, officer, employee or agent of another corporation or of a
    partnership, joint venture, trust or other enterprise, including service
    with respect to employee benefit plans maintained or sponsored by the
    Corporation, against any such expense, liability or loss, whether or not
    the Corporation would have the power to indemnify such person against such
    expense, liability or loss under the Delaware General Corporation Law."

Section 145 of the General Corporation Law of Delaware provides as follows:

         "SECTION 145.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
    AGENTS; INSURANCE

                                          4
"(a)  A corporation may indemnify any person who was or is a party or
    is threatened to be made a party to any threatened, pending or completed
    action, suit or proceeding, whether civil, criminal, administrative or
    investigative (other than an action by or in the right of the corporation)
    by reason of the fact that he is or was a director, officer, employee or
    agent of the corporation, or is or was serving at the request of the
    corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise, against
    expenses (including attorneys' fees), judgments, fines and amounts paid in
    settlement actually and reasonably incurred by him in connection with such
    action, suit or proceeding if he acted in good faith and in a manner he
    reasonably believed to be in or not opposed to the best interests of the
    corporation, and, with respect to any criminal action or proceeding, had no
    reasonable cause to believe his conduct was unlawful.  The termination of
    any action, suit or proceeding by judgment, order, settlement, conviction,
    or upon a plea of nolo contendere or its equivalent, shall not, of itself,
    create a presumption that the person did not act in good faith and in a
    manner which he reasonably believed to be in or not opposed to the best
    interests of the corporation, and, with respect to any criminal action or
    proceeding, had reasonable cause to believe that his conduct was unlawful.

         "(b)  A corporation may indemnify any person who was or is a party or
    is threatened to be made a party to any threatened, pending or completed
    action or suit by or in the right of the corporation to procure a judgment
    in its favor by reason of the fact that he is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the request
    of the corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise against
    expenses (including attorneys' fees) actually and reasonably incurred by
    him in connection with the defense or settlement of such action or suit if
    he acted in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation and except that no
    indemnification shall be made in respect of any claim, issue or matter as
    to which such person shall have been adjudged to be liable to the
    corporation unless and only to the extent that the Court of Chancery or the
    court in which such action or suit was brought shall determine upon
    application that, despite the adjudication of liability but in view of all
    the circumstances of the case, such person is fairly and reasonably
    entitled to indemnity for such expenses which the Court of Chancery or such
    other court shall deem proper.

         "(c)  To the extent that a director, officer, employee or agent of a
    corporation has been successful on the merits or otherwise in defense of
    any action, suit or proceeding referred to in subsections (a) and (b) of
    this section, or in defense of any claim, issue or matter therein, he shall
    be indemnified against expenses (including attorneys' fees) actually and
    reasonably incurred by him in connection therewith.

         "(d)  Any indemnification under subsections (a) and (b) of this
    section (unless ordered by a court) shall be made by the corporation only
    as authorized in the specific case upon a determination that
    indemnification of the director, officer, employee or agent is proper in
    the circumstances because he has met the applicable standard of conduct set
    forth in subsections (a) and (b) of this section.  Such determination shall
    be made (1) by a majority vote of the directors who are not parties to such
    action, suit or proceeding, even though less than a quorum, or (2) if there
    are no such directors, or if such directors so direct, by independent legal
    counsel in a written opinion, or (3) by the stockholders.

         "(e)  Expenses (including attorneys' fees) incurred by an officer or
    director in defending any civil, criminal, administrative or investigative
    action, suit or proceeding may be paid by the corporation in advance of the
    final disposition of such action, suit or proceeding upon receipt of an
    undertaking by or on behalf of such director or officer to repay such
    amount if it shall

                                          5
ultimately be determined that he is not entitled to be indemnified by the
    corporation as authorized in this section.  Such expenses (including
    attorneys' fees) incurred by other employees and agents may be so paid upon
    such terms and conditions, if any, as the board of directors deems
    appropriate.

         "(f)  The indemnification and advancement of expenses provided by, or
    granted pursuant to, the other subsections of this section shall not be
    deemed exclusive of any other rights to which those seeking indemnification
    or advancement of expenses may be entitled under any bylaw, agreement, vote
    of stockholders or disinterested directors or otherwise, both as to action
    in his official capacity and as to action in another capacity while holding
    such office.

         "(g)  A corporation shall have power to purchase and maintain
    insurance on behalf of any person who is or was a director, officer,
    employee or agent of the corporation, or is or was serving at the request
    of the corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise against
    any liability asserted against him and incurred by him in any such
    capacity, or arising out of his status as such, whether or not the
    corporation would have the power to indemnify him against such liability
    under this section.

         "(h)  For purposes of this section, references to "the corporation"
    shall include, in addition to the resulting corporation, any constituent
    corporation (including any constituent of a constituent) absorbed in a
    consolidation or merger which, if its separate existence had continued,
    would have had power and authority to indemnify its directors, officers,
    and employees or agents, so that any person who is or was a director,
    officer, employee or agent of such constituent corporation, or is or was
    serving at the request of such constituent corporation as a director,
    officer, employee or agent of another corporation, partnership, joint
    venture, trust or other enterprise, shall stand in the same position under
    this section with respect to the resulting or surviving corporation as he
    would have with respect to such constituent corporation if its separate
    existence had continued.

         "(i)  For purposes of this section, references to "other enterprises"
    shall include employee benefit plans; references to "fines" shall include
    any excise taxes assessed on a person with respect to any employee benefit
    plan; and references to "serving at the request of the corporation" shall
    include any service as a director, officer, employee or agent of the
    corporation which imposes duties on, or involves services by, such
    director, officer, employee or agent with respect to an employee benefit
    plan, its participants or beneficiaries; and a person who acted in good
    faith and in a manner he reasonably believed to be in the interest of the
    participants and beneficiaries of an employee benefit plan shall be deemed
    to have acted in a manner "not opposed to the best interests of the
    corporation" as referred to in this section.

         "(j)  The indemnification and advancement of expenses provided by, or
    granted pursuant to, this section shall, unless otherwise provided when
    authorized or ratified, continue as to a person who has ceased to be a
    director, officer, employee or agent and shall inure to the benefit of the
    heirs, executors and administrators of such a person.

         "(k)  The Court of Chancery is hereby vested with exclusive
    jurisdiction to hear and determine all actions for advancement of expenses
    or indemnification brought under this section or under any bylaw,
    agreement, vote of stockholders or disinterested directors, or otherwise.
    The Court of Chancery may summarily determine a corporation's obligation to
    advance expenses (including attorneys' fees)."

                                          6
The Registrant provides and maintains insurance covering certain
liabilities (within certain limits) of directors and officers and providing for
reimbursement for amounts paid by the Registrant as indemnification to directors
and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number                            Description
------                            -----------

5        Opinion of the Registrant's General Counsel as to the legality of
         securities offered under the Western Atlas Inc. 1993 Stock Incentive
         Plan.

10       Western Atlas Inc. 1993 Stock Incentive Plan, as amended through the 
         date of this filing.

23(a)    Independent Auditors' Consent, Deloitte & Touche LLP.

23(b)    Consent of Counsel (contained in the opinion of the Registrant's
         General Counsel, Exhibit 5 hereto).

24(a)    Power of Attorney of Directors and Certain Officers.

24(b)    Certification of Resolutions authorizing Registrant's signature by
         power of attorney.

ITEM 9. UNDERTAKINGS

    (1)  The undersigned registrant hereby undertakes:

         (a)  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.  Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20% change in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective registration
         statement; and

                                          7
(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)(a)(i) and (1)(a)(ii) do not apply if
    the registration statement is on Form S-3, Form S-8 or Form F-3 and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed by, or furnished to the
    Commission 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;

         (b)  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; and

         (c)  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.

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

    (3)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                          8
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California, on the 21st day
of April, 1997.

                                  WESTERN ATLAS INC.

                                  BY:  ALTON J. BRANN*
                                     ------------------------------
                                       ALTON J. BRANN
                                       CHAIRMAN OF THE BOARD AND
                                       CHIEF EXECUTIVE OFFICER

           /s/ Virginia S. Young
---------------------------------------------
*BY VIRGINIA S. YOUNG, ATTORNEY-IN-FACT

                                          9
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 and on the 21st day of April, 1997.

SIGNATURES:                            TITLE:
-----------                            ------

PRINCIPAL EXECUTIVE OFFICER
                                            CHAIRMAN OF THE BOARD AND
    ALTON J. BRANN*                         CHIEF EXECUTIVE OFFICER; DIRECTOR
-------------------------------------
ALTON J. BRANN

PRINCIPAL FINANCIAL OFFICER
                                            SENIOR VICE PRESIDENT AND
    MICHAEL E. KEANE*                       CHIEF FINANCIAL OFFICER
-------------------------------------
MICHAEL E. KEANE

PRINCIPAL ACCOUNTING OFFICER

    CHARLES A. CUSUMANO*                    VICE PRESIDENT, FINANCE
-------------------------------------
CHARLES A. CUSUMANO

    PAUL BANCROFT, III*                     DIRECTOR
-------------------------------------
PAUL BANCROFT, III

    JOSEPH T. CASEY*                        DIRECTOR
-------------------------------------
JOSEPH T. CASEY

    WILLIAM C. EDWARDS*                     DIRECTOR
-------------------------------------
WILLIAM C. EDWARDS

    CLAIRE W. GARGALLI*                     DIRECTOR
-------------------------------------
CLAIRE W. GARGALLI

    ORION L. HOCH*                          DIRECTOR
-------------------------------------
ORION L. HOCH

    STEVEN B. SAMPLE*                       DIRECTOR
-------------------------------------
STEVEN B. SAMPLE

 /s/Virginia S. Young
-------------------------------------
*BY VIRGINIA S. YOUNG, ATTORNEY-IN-FACT

                                          10