As filed with the Securities and Exchange Commission on September 6 1996
                                                            Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          AMERICAN PACIFIC CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                    DELAWARE                                   59-6490478
 (State or other jurisdiction of incorporation              (I.R.S. Employer
                or organization)                          Identification No.)

          3770 HOWARD HUGHES PARKWAY,                            89109
                   SUITE 300                                   (Zip Code)
                LAS VEGAS, NEVADA
    (Address of principal executive offices)


                        1994 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 C. KEITH ROOKER
                            EXECUTIVE VICE PRESIDENT
                          AMERICAN PACIFIC CORPORATION
                      3770 HOWARD HUGHES PARKWAY, SUITE 300
                             LAS VEGAS, NEVADA 89109
                     (Name and Address of Agent for Service)

                                 (702) 735-2200
          (Telephone number, including area code, of agent for service)

                                 ---------------
                                 WITH A COPY TO:
                           VICTOR M. ROSENZWEIG, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                                 ---------------
               Approximate date of proposed sales pursuant to the
            plan: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                             REGISTRATION STATEMENT.

                                 ---------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed    Proposed
       Title of                           maximum      maximum
      securities          Amount          offering    aggregate     Amount of
        to be             to be            price      offering     registration
    registered(1)       registered       per share      price          fee
- --------------------------------------------------------------------------------
Common Stock,
$.10 par value     35,000 shares(2)(3)    $7.50(3)     $212,500       $90.52
                   -------------------------------------------------------------
                    5,000 shares(2)(3)    $6.00(3)     $ 30,000       $10.34
- --------------------------------------------------------------------------------
Total.........                                                       $100.86
================================================================================

(1) The contents of the Company's previously filed Form S-8s, (Registration Nos.
33-21565,   33-30321,   33-36887,  and  33-52898)  are  incorporated  herein  by
reference.
<PAGE>
(2) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock  as  may  become  issuable  by  reason  of  the  operation  of the
anti-dilution   provisions  of  the  1994  Directors'  Stock  Option  Plan  (the
"Directors' Plan") of the Company.

(3) Includes  35,000 shares with respect to which options were granted under the
Directors' Plan at an exercise price of $7.50. An additional 5,000 shares may be
offered under the Directors' Plan at market price at the date of grant. Pursuant
to Rules 457(g) and (h),  the offering  price for such 5,000 shares is estimated
solely for the purpose of determining the  registration  fee and is based on the
average  of the high and low prices of the  Company's  Common  Stock  ($6.00) as
reported by the Nasdaq National Market on September 3, 1996.

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


                                       -2-
<PAGE>
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                 SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 1996

PROSPECTUS
                                 118,000 SHARES

                          AMERICAN PACIFIC CORPORATION
                          Common Stock, $.10 par value


         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the  "Selling  Shareholders")  who may be deemed  affiliates  (as
defined in Rule 405 of the  Securities  Act of 1933,  as amended) of shares (the
"Shares")  of Common  Stock,  $.10 par value (the  "Common  Stock") of  American
Pacific  Corporation  (the  "Company")  that may be issued by the Company to the
Selling  Shareholders  upon the exercise of  outstanding  stock options  granted
pursuant to (i) the  Company's  Incentive  Stock Option Plan For Key Employees -
1982 (the "1982 Plan") (ii) the Company's 1988 Non-Qualified  Stock Option Plan,
(the "1988 Non-Qualified Plan"), (iii) the Company's 1988 Incentive Stock Option
Plan (the "1988 Incentive Plan") and (iv) the Company's 1991 Non-Qualified Stock
Option Plan (the "1991 Plan").  With respect to the Shares that may be issued to
the Selling  Shareholders  or additional  affiliates  under the 1991 Plan,  this
Prospectus also relates to certain Shares  underlying  options which have not as
of this date been  granted.  If and when such options are  granted,  the Company
intends to  distribute  a  Prospectus  Supplement  as required by the Act.  Such
Prospectus  Supplement will specify the names of the future Selling Shareholders
and the amount of shares to be reoffered and sold by them.

         The offer and sale of the Shares to the Selling  Shareholders have been
previously  registered  under the Act. The Shares are being reoffered and may be
resold for the account of the  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the NASDAQ National Market ("NASDAQ"),  in negotiated  transactions or otherwise
at  market  prices  prevailing  at the time of the sale or at  prices  otherwise
negotiated.  See "Plan of  Distribution."  The Company will bear all expenses in
connection with the preparation of this Prospectus.

         SEE "RISK FACTORS" ON PAGE 4 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE  PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

         The Common  Stock of the  Company is traded on NASDAQ  under the symbol
"APFC".  On  September  3, 1996,  the  closing  price for the Common  Stock,  as
reported by NASDAQ, was $6.00.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is September __, 1996.
<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549;  Suite 1400, 500 West Madison  Street,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS


         AVAILABLE INFORMATION............................................2

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................3

         RISK FACTORS.....................................................4

         GENERAL INFORMATION..............................................5

         USE OF PROCEEDS..................................................6

         SELLING SHAREHOLDERS.............................................6

         PLAN OF DISTRIBUTION.............................................7

         LEGAL MATTERS....................................................7

         EXPERTS..........................................................8

         ADDITIONAL INFORMATION...........................................8


                                       -2-
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
September 30, 1995 and its Quarterly Reports on Form 10-Q for the quarters ended
December  31,  1995,  March  31,  1996  and June 30,  1996 are  incorporated  by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering,  are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 28, 1992, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to American Pacific Corporation,  3770 Howard Hughes Parkway,  Suite
300,  Las Vegas,  Nevada  89109,  Attention:  C. Keith  Rooker,  Executive  Vice
President.  Oral requests should be directed to such officer  (telephone  number
(702) 735-2200).

                                   ----------

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
the date of this Prospectus.


                                       -3-
<PAGE>
                                  RISK FACTORS

         Certain matters  discussed in this  Prospectus may be forward-  looking
statements that are subject to risks and  uncertainties  that could cause actual
results to differ materially from those projected.  Such risks and uncertainties
include, but are not limited to, the risk factors set forth below. The following
important risk factors,  among others, may cause the Company's operating results
and/or financial position to be adversely affected from time to time:

         1.  Declining  demand or downward  pricing  pressure for the  Company's
products as a result of general or specific  economic  conditions,  governmental
budget decreases affecting the Department of Defense or NASA which would cause a
continued decrease in demand for AP, technological  advances and improvements or
new  competitive  products  causing a reduction or elimination of demand for AP,
sodium azide or Halotron,  the ability and desire of  purchasers  to  substitute
other  products for the  Company's  products  based upon  perceived  quality and
pricing, and the fact that perchlorate chemicals, sodium azide, Halotron and the
Company's   environmental   products  have  limited   applications   and  highly
concentrated customer bases.

         2.  Competitive  factors  including,  but not limited to, the Company's
limitations  respecting  financial  resources and its ability to compete against
companies with substantially greater resources, significant excess market supply
in the AP and  sodium  azide  markets  and the  development  or  penetration  of
competing new products,  particularly  in the propulsion,  airbag  inflation and
fire suppression businesses.

         3. Underutilization of the Company's manufacturing facilities resulting
in  production  inefficiencies  and  increased  costs,  the inability to recover
facility costs and reductions in margins.

         4. Difficulties in procuring raw materials, supplies, power and natural
gas used in the production of perchlorates, sodium azide or Halotron products or
used in the  engineering  and  assembly  process  for  environmental  protection
equipment products.

         5. The  Company's  ability to control the amount of operating  expenses
and/or  the impact of any  non-recurring  or unusual  items  resulting  from the
Company's  continuing  evaluation  of  its  strategies,   plans,  organizational
structure and asset valuations.

         6.  Risks  associated  with  the  Company's  real  estate   activities,
including,  but not  limited  to,  dependence  upon  the Las  Vegas  commercial,
industrial and residential  real estate markets,  changes in general or specific
economic conditions,


                                       -4-
<PAGE>
interest rate fluctuations affecting the availability and the cost of financing,
the  performance  of the managing  partner of the Gibson  Ranch L.L.P.  (Ventana
Canyon Joint Venture) and regulatory and  environmental  matters that may have a
negative impact on
sales.

         7. The effects of, and changes in, trade, monetary and fiscal policies,
laws and  regulations and other  activities of governments,  agencies or similar
organizations,   including,  but  not  limited  to,  environmental,  safety  and
transportation issues.

         8. The cost  and  effects  of  legal  and  administrative  proceedings,
settlements and investigations, particularly those described in the "Commitments
and Contingencies" note to the Company's financial  statements  contained in its
most  current  periodic  SEC  report,  and claims made by or against the Company
relative to patents or property rights.

         9. The adoption of new, or changes in existing, accounting policies and
practices.

                               GENERAL INFORMATION

         The Company,  through its indirect  subsidiary Western  Electrochemical
Company ("WECCO"), is engaged in the production of specialty chemical,  ammonium
perchlorate  ("AP"),  for the aerospace  and national  defense  industries.  The
Company is one of two domestic  manufacturers  of AP, which is used primarily as
an oxidizing  agent in composite solid  propellants for rockets,  booster motors
and missiles.  The  Company's  customers  for AP are  primarily  contractors  in
programs of the National Aeronautics and Space  Administration  ("NASA") and the
Department of Defense  ("DDD"),  and companies  providing  commercial  satellite
launch services. These NASA and DDD contractors are engaged in space exploration
projects  such as the Space  Shuttle  Program and in the  production  of defense
systems.  Other  customers  for the  Company's AP include  aerospace and defense
agencies of foreign countries.

         In  May  1994,  the  Company  and  its  principal   customer,   Thiokol
Corporation  ("Thiokol"),  executed an amendment (the  "Amendment")  to the 1989
Advance  Agreement.  The  1989  Advance  Agreement  represents  one  of  certain
agreements  related to the sale of AP. The Company and Thiokol  previously had a
dispute over the interpretation of these agreements. See Legal Proceedings. As a
result of a  significant  change in the  demand for AP,  during the fiscal  year
ended  September  30,  1994,  the Company  recognized  an  impairment  charge of
$39,401,000 related to WECCO's fixed assets.

         The  Company is a party to  agreements  with  Dynamit  Nobel  A.G.,  of
Germany  ("Dynamit  Nobel") relating to the production and sale of sodium azide,
the principal  component of the gas generant used in automotive  airbag systems.
Dynamit Nobel licensed to the


                                       -5-
<PAGE>
Company, on an exclusive basis for the North American market, its technology and
know-how in the  production  of sodium  azide,  and has provided  the  technical
support for the design,  construction and start-up of the Company's sodium azide
facility.  Funding for the facility was partially  provided by means of the sale
of $40,000,000  principal amount of noncallable  subordinated secured notes (the
"Azide Notes") to a major state public  employee  retirement  fund and a leading
investment  management company. The Company commenced commercial sales of sodium
azide in fiscal 1994.

         In  February  1992,  the  Company  acquired  (by  exercise of an option
previously  granted to it) the worldwide rights of Halotron,  a fire suppression
system that includes chemical compounds and application  technology  intended to
replace  halons,  which have been found to be ozone  layer-depleting  chemicals.
Halotron has applications as a fire suppression  agent for military,  commercial
and industrial  uses. The Company has completed the  construction of a plant for
the production of certain  Halotron  products.  The Company  expects to become a
qualified  supplier for military,  commercial  and industrial  applications  for
Halotron products,  although there can be no assurance in that regard. As of the
date hereof, the Company's sales of Halotron products have not been significant.

         The Company is also  engaged in the  development  of real estate and in
the production of environmental protection and waste water treatment equipment.

         The Company's  principal  executive  offices are located at 3770 Howard
Hughes  Parkway,  Suite 300, Las Vegas,  Nevada 89109.  The Company's  telephone
number at such location is (702) 735- 2200.

                                 USE OF PROCEEDS

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders. The Company will receive the exercise price
of the options when exercised by the holders thereof. Such proceeds will be used
for working capital purposes by the Company. The Company will not receive any of
the  proceeds  from  the  reoffer  and  resale  of the  Shares  by  the  Selling
Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued under the 1982 Plan,  the 1988  Non-Qualified  Plan, the 1988
Incentive Plan and the 1991 Plan to those Selling Shareholders who are deemed to
be affiliates.


                                       -6-
<PAGE>
         The following table sets forth (i) the number of shares of Common Stock
beneficially  owned by each  Selling  Shareholder  at August 1,  1996,  (ii) the
number of  Shares  of Common  Stock to be  offered  for  resale by each  Selling
Shareholder  and (iii) the number and percentage of shares of Common Stock to be
held by each Selling Shareholder after completion of the offering.

<TABLE>
<CAPTION>
                                                                                                 Number of shares of     
                                                                                                    Common Stock/        
                                                                             Number of          Percentage of Class to   
                                              Number of shares of          Shares to be             be Owned After       
                                             Common Stock Owned at          Offered for           Completion of the      
                   Name                          August 1, 1996 (1)           Resale                   Offering          
- ----------------------------------------   ------------------------     -----------------     ------------------------
<S>                                                <C>                        <C>                   <C>
Fred D. Gibson Jr.(2)...................           442,812                    35,000                397,812/4.8%

C. Keith Rooker(3)......................           114,371                    68,000                 46,371/*

John R. Gibson(4).......................            41,382                    15,000                 26,382/*
</TABLE>

- ----------
*  less than one percent

(1)      Includes  shares  issuable upon the exercise of options,  which options
         are exercisable within 60 days after August 1, 1996.

(2)      Fred D. Gibson has been a Director of the Company since 1982 and became
         Chairman of the Board of Directors and  President  and Chief  Executive
         Officer of the Company in 1985.

(3)      C. Keith  Rooker has been a Director  of the Company  since  1988.  Mr.
         Rooker has been Executive Vice President of the Company since 1988.

(4)      John R.  Gibson has been a Director  of the  Company  since  1988.  Mr.
         Gibson  has  been  the  Company's   Vice  President  --  Engineering  &
         Operations since March 1992.


                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member
of Olshan  Grundman  Frome &  Rosenzweig  LLP,  is a Director of the Company and
holds  1,400  shares of Common  Stock and options to  purchase  5,000  shares of
Common Stock.  The shares  underlying all of the options held by Mr.  Rosenzweig
are being registered concurrently with this Prospectus.


                                       -7-
<PAGE>
                                     EXPERTS

         The consolidated financial statements incorporated in this registration
statement by reference  from the  Company's  Annual  Report on Form 10-K for the
year  ended  September  30,  1995 have been  audited by  Deloitte & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.


                                       -8-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a) American  Pacific  Corporation's  (the  "Company")  Annual
         Report on Form 10-K for the fiscal year ended September 30, 1995.

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         fiscal  quarters ended  December 31, 1995,  March 31, 1996 and June 30,
         1996.

                  (c) The description of the Company's  securities  contained in
         the Company's  Registration  Statement on Form 8- A filed  December 28,
         1992.


         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member
of such firm,  is a Director of the  Company  and holds  1,400  shares of Common
Stock  and  options  to  purchase  5,000  shares  of Common  Stock.  The  shares
underlying  all of the  options  held by Mr.  Rosenzweig  are  being  registered
concurrently with this Prospectus.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  certificate of  incorporation  and by-laws of the Company  provide
that the Company  shall  indemnify to the extent  permitted by Delaware law, any
person whom it may indemnify thereunder,


                                       -9-
<PAGE>
including  directors,  officers,  employees  and  agents  of  the  Company.  The
pertinent   section  of  Delaware   law  is  set  forth  below  in  full.   Such
indemnification  (other than as ordered by a court) shall be made by the Company
only upon a determination  that  indemnification  is proper in the circumstances
because the individual met the applicable standard of conduct. Advances for such
indemnification may be made pending such determination. Such determination shall
be made by a majority vote of a quorum consisting of disinterested directors, or
by independent  legal counsel or by the stockholders.  In addition,  the Company
has  amended  its  certificate  of  incorporation  to  eliminate,  to the extent
permitted by Delaware  law,  personal  liability of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as directors.

         The Company  also  maintains a directors  and  officers  insurance  and
company  reimbursement policy. The policy insures directors and officers against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
no one of which relates to the offering hereunder.

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

                  (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 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


                                      -10-
<PAGE>
         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 the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion,  or (3) by the
         stockholders.


                                      -11-
<PAGE>
                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition or 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  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees  and agents may be 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  the  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 such excise taxes


                                      -12-
<PAGE>
         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 any  employee
         benefit plan, its participants or beneficiaries; and a person who acted
         in good faith and in a manner reasonably believed to be in the interest
         of the  participants  and  beneficiaries  of any 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.

         The Company has purchased director and officer liability  insurance for
its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4(a)   -    1994 Directors' Stock Option Plan (the "Directors'
                      Plan").

          4(b)   -    Form of Option Agreement for the Directors' Plan.

          5      -    Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -    Consent of Deloitte & Touche LLP, independent
                      auditors.

         23(b)   -    Consent of Olshan  Grundman  Frome & Rosenzweig LLP
                      (included in its opinion filed as Exhibit 5).

         24      -    Powers of Attorney (included on page 12).

ITEM 9.  UNDERTAKINGS.

         A.       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:


                                      -13-
<PAGE>
                           (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;

                           (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 (i) and (ii) above
                           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 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That, for the purposes 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

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that remain unsold at the  termination of
                           the offering.

         B.       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 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 this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered therein, and the offering of such securities at


                                      -14-
<PAGE>
                  that time shall be deemed to be the initial bona fide offering
                  thereof.

         C.       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  Securities  Act of 1933 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 a
                  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.


                                      -15-
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Las Vegas, State of Nevada, on this 31st day of July,
1996.


                  AMERICAN PACIFIC CORPORATION
                  (Registrant)


                  By:      /S/ FRED D. GIBSON, JR.
                           -----------------------------------------------------
                           Fred D. Gibson, Jr., Chairman of the Board, President
                           and Chief Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of American  Pacific  Corporation  hereby  constitutes and appoints C.
Keith  Rooker  and David N.  Keys and each of them  singly,  as true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities  and Exchange  Commission and to prepare any and
all exhibits thereto, and other documents in connection  therewith,  and to make
any  applicable  state  securities  law or blue sky filings,  granting unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite or  necessary  to be done to enable  American
Pacific Corporation to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange  Commission,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


           SIGNATURE                           TITLE                   DATE
           ---------                           -----                   ----
                                       President (Principal      
/S/ FRED D. GIBSON, JR.                Executive Officer) and    
- ---------------------------------      Director                    July 31, 1996
(Fred D. Gibson, Jr.)

/S/ JOHN R. GIBSON                     Executive Vice President    July 31, 1996
- ---------------------------------      and Director
(John R. Gibson)

/S/ C. KEITH ROOKER                    Director                    July 31, 1996
- ---------------------------------
(C. Keith Rooker)
                                       Vice President, Chief     
                                       Financial Officer and     
/S/ DAVID N. KEYS                      Treasurer (Principal      
- ---------------------------------      Financial Officer)          July 31, 1996
(David N. Keys)                  
                                                                 
/S/ THOMAS A. TURNER                   Director                    July 31, 1996
- ---------------------------------                                
(Thomas A. Turner)                                               
                                                                 
/S/ NORVAL F. POHL                     Director                    July 31, 1996
- ---------------------------------                                
(Norval F. Pohl)                                                 
                                                                 
/S/ BERLYN D. MILLER                   Director                    July 31, 1996
- ---------------------------------                                
(Berlyn D. Miller)                                               
                                                                 
/S/ THOMAS L. WAR                      Director                    July 31, 1996
- ---------------------------------                                
(Thomas L. War)                                                  
                                                                 
/S/ CHARLES H. FELTZ                   Director                    July 31, 1996
- ---------------------------------                                
(Charles H. Feltz)                                               
                                                                 
/S/ JANE L. WILLIAMS                   Director                    July 31, 1996
- ---------------------------------                                
(Jane L. Williams)                                               
                                                                 
/S/ VICTOR M. ROSENZWEIG               Director                    July 31, 1996
- ---------------------------------                                
(Victor M. Rosenzweig)                                           


                                      -16-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 50642}]
{"company-data": {"conformed-name": "AMERICAN PACIFIC CORP", "cik": "0000350832", "assigned-sic": "2810", "irs-number": "596490478", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11469", "film-number": "96626378"}, "business-address": {"street1": "3770 HOWARD HUGHES PKWY STE 300", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7027352200"}, "mail-address": {"street1": "3770 HOWARD HUGHES PKWY STE 300", "street2": "3770 HOWARD HUGHES PKWY STE 300", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}}
As filed with the Securities and Exchange Commission on September 6 1996
                                                            Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                          AMERICAN PACIFIC CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                    DELAWARE                                   59-6490478
 (State or other jurisdiction of incorporation              (I.R.S. Employer
                or organization)                          Identification No.)

          3770 HOWARD HUGHES PARKWAY,                            89109
                   SUITE 300                                   (Zip Code)
                LAS VEGAS, NEVADA
    (Address of principal executive offices)

                        1994 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 C. KEITH ROOKER
                            EXECUTIVE VICE PRESIDENT
                          AMERICAN PACIFIC CORPORATION
                      3770 HOWARD HUGHES PARKWAY, SUITE 300
                             LAS VEGAS, NEVADA 89109
                     (Name and Address of Agent for Service)

                                 (702) 735-2200
          (Telephone number, including area code, of agent for service)

                                 ---------------
                                 WITH A COPY TO:
                           VICTOR M. ROSENZWEIG, ESQ.
                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                 505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                                 ---------------
               Approximate date of proposed sales pursuant to the
            plan: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                             REGISTRATION STATEMENT.

                                 ---------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed    Proposed
       Title of                           maximum      maximum
      securities          Amount          offering    aggregate     Amount of
        to be             to be            price      offering     registration
    registered(1)       registered       per share      price          fee
- --------------------------------------------------------------------------------
Common Stock,
$.10 par value     35,000 shares(2)(3)    $7.50(3)     $212,500       $90.52
                   -------------------------------------------------------------
                    5,000 shares(2)(3)    $6.00(3)     $ 30,000       $10.34
- --------------------------------------------------------------------------------
Total.........                                                       $100.86
================================================================================

(1) The contents of the Company's previously filed Form S-8s, (Registration Nos.
33-21565,   33-30321,   33-36887,  and  33-52898)  are  incorporated  herein  by
reference.
(2) There are also  registered  hereby  such  indeterminate  number of shares of
Common  Stock  as  may  become  issuable  by  reason  of  the  operation  of the
anti-dilution   provisions  of  the  1994  Directors'  Stock  Option  Plan  (the
"Directors' Plan") of the Company.

(3) Includes  35,000 shares with respect to which options were granted under the
Directors' Plan at an exercise price of $7.50. An additional 5,000 shares may be
offered under the Directors' Plan at market price at the date of grant. Pursuant
to Rules 457(g) and (h),  the offering  price for such 5,000 shares is estimated
solely for the purpose of determining the  registration  fee and is based on the
average  of the high and low prices of the  Company's  Common  Stock  ($6.00) as
reported by the Nasdaq National Market on September 3, 1996.

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

                                       -2-
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                 SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 1996

PROSPECTUS
                                 118,000 SHARES

                          AMERICAN PACIFIC CORPORATION
                          Common Stock, $.10 par value

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders  (the  "Selling  Shareholders")  who may be deemed  affiliates  (as
defined in Rule 405 of the  Securities  Act of 1933,  as amended) of shares (the
"Shares")  of Common  Stock,  $.10 par value (the  "Common  Stock") of  American
Pacific  Corporation  (the  "Company")  that may be issued by the Company to the
Selling  Shareholders  upon the exercise of  outstanding  stock options  granted
pursuant to (i) the  Company's  Incentive  Stock Option Plan For Key Employees -
1982 (the "1982 Plan") (ii) the Company's 1988 Non-Qualified  Stock Option Plan,
(the "1988 Non-Qualified Plan"), (iii) the Company's 1988 Incentive Stock Option
Plan (the "1988 Incentive Plan") and (iv) the Company's 1991 Non-Qualified Stock
Option Plan (the "1991 Plan").  With respect to the Shares that may be issued to
the Selling  Shareholders  or additional  affiliates  under the 1991 Plan,  this
Prospectus also relates to certain Shares  underlying  options which have not as
of this date been  granted.  If and when such options are  granted,  the Company
intends to  distribute  a  Prospectus  Supplement  as required by the Act.  Such
Prospectus  Supplement will specify the names of the future Selling Shareholders
and the amount of shares to be reoffered and sold by them.

         The offer and sale of the Shares to the Selling  Shareholders have been
previously  registered  under the Act. The Shares are being reoffered and may be
resold for the account of the  Selling  Shareholders  and the  Company  will not
receive any of the proceeds from the resale of the Shares.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the NASDAQ National Market ("NASDAQ"),  in negotiated  transactions or otherwise
at  market  prices  prevailing  at the time of the sale or at  prices  otherwise
negotiated.  See "Plan of  Distribution."  The Company will bear all expenses in
connection with the preparation of this Prospectus.

         SEE "RISK FACTORS" ON PAGE 4 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE  PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

         The Common  Stock of the  Company is traded on NASDAQ  under the symbol
"APFC".  On  September  3, 1996,  the  closing  price for the Common  Stock,  as
reported by NASDAQ, was $6.00.

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is September __, 1996.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549;  Suite 1400, 500 West Madison  Street,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington, D.C. 20549, at prescribed rates.

                                TABLE OF CONTENTS

         AVAILABLE INFORMATION............................................2

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................3

         RISK FACTORS.....................................................4

         GENERAL INFORMATION..............................................5

         USE OF PROCEEDS..................................................6

         SELLING SHAREHOLDERS.............................................6

         PLAN OF DISTRIBUTION.............................................7

         LEGAL MATTERS....................................................7

         EXPERTS..........................................................8

         ADDITIONAL INFORMATION...........................................8

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
September 30, 1995 and its Quarterly Reports on Form 10-Q for the quarters ended
December  31,  1995,  March  31,  1996  and June 30,  1996 are  incorporated  by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents  subsequently filed by the Company pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act, prior to the termination of this offering,  are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents.

         The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 28, 1992, is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to American Pacific Corporation,  3770 Howard Hughes Parkway,  Suite
300,  Las Vegas,  Nevada  89109,  Attention:  C. Keith  Rooker,  Executive  Vice
President.  Oral requests should be directed to such officer  (telephone  number
(702) 735-2200).

                                   ----------

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Selling  Shareholder.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
the date of this Prospectus.

                                       -3-
RISK FACTORS

         Certain matters  discussed in this  Prospectus may be forward-  looking
statements that are subject to risks and  uncertainties  that could cause actual
results to differ materially from those projected.  Such risks and uncertainties
include, but are not limited to, the risk factors set forth below. The following
important risk factors,  among others, may cause the Company's operating results
and/or financial position to be adversely affected from time to time:

         1.  Declining  demand or downward  pricing  pressure for the  Company's
products as a result of general or specific  economic  conditions,  governmental
budget decreases affecting the Department of Defense or NASA which would cause a
continued decrease in demand for AP, technological  advances and improvements or
new  competitive  products  causing a reduction or elimination of demand for AP,
sodium azide or Halotron,  the ability and desire of  purchasers  to  substitute
other  products for the  Company's  products  based upon  perceived  quality and
pricing, and the fact that perchlorate chemicals, sodium azide, Halotron and the
Company's   environmental   products  have  limited   applications   and  highly
concentrated customer bases.

         2.  Competitive  factors  including,  but not limited to, the Company's
limitations  respecting  financial  resources and its ability to compete against
companies with substantially greater resources, significant excess market supply
in the AP and  sodium  azide  markets  and the  development  or  penetration  of
competing new products,  particularly  in the propulsion,  airbag  inflation and
fire suppression businesses.

         3. Underutilization of the Company's manufacturing facilities resulting
in  production  inefficiencies  and  increased  costs,  the inability to recover
facility costs and reductions in margins.

         4. Difficulties in procuring raw materials, supplies, power and natural
gas used in the production of perchlorates, sodium azide or Halotron products or
used in the  engineering  and  assembly  process  for  environmental  protection
equipment products.

         5. The  Company's  ability to control the amount of operating  expenses
and/or  the impact of any  non-recurring  or unusual  items  resulting  from the
Company's  continuing  evaluation  of  its  strategies,   plans,  organizational
structure and asset valuations.

         6.  Risks  associated  with  the  Company's  real  estate   activities,
including,  but not  limited  to,  dependence  upon  the Las  Vegas  commercial,
industrial and residential  real estate markets,  changes in general or specific
economic conditions,

                                       -4-
interest rate fluctuations affecting the availability and the cost of financing,
the  performance  of the managing  partner of the Gibson  Ranch L.L.P.  (Ventana
Canyon Joint Venture) and regulatory and  environmental  matters that may have a
negative impact on
sales.

         7. The effects of, and changes in, trade, monetary and fiscal policies,
laws and  regulations and other  activities of governments,  agencies or similar
organizations,   including,  but  not  limited  to,  environmental,  safety  and
transportation issues.

         8. The cost  and  effects  of  legal  and  administrative  proceedings,
settlements and investigations, particularly those described in the "Commitments
and Contingencies" note to the Company's financial  statements  contained in its
most  current  periodic  SEC  report,  and claims made by or against the Company
relative to patents or property rights.

         9. The adoption of new, or changes in existing, accounting policies and
practices.

                               GENERAL INFORMATION

         The Company,  through its indirect  subsidiary Western  Electrochemical
Company ("WECCO"), is engaged in the production of specialty chemical,  ammonium
perchlorate  ("AP"),  for the aerospace  and national  defense  industries.  The
Company is one of two domestic  manufacturers  of AP, which is used primarily as
an oxidizing  agent in composite solid  propellants for rockets,  booster motors
and missiles.  The  Company's  customers  for AP are  primarily  contractors  in
programs of the National Aeronautics and Space  Administration  ("NASA") and the
Department of Defense  ("DDD"),  and companies  providing  commercial  satellite
launch services. These NASA and DDD contractors are engaged in space exploration
projects  such as the Space  Shuttle  Program and in the  production  of defense
systems.  Other  customers  for the  Company's AP include  aerospace and defense
agencies of foreign countries.

         In  May  1994,  the  Company  and  its  principal   customer,   Thiokol
Corporation  ("Thiokol"),  executed an amendment (the  "Amendment")  to the 1989
Advance  Agreement.  The  1989  Advance  Agreement  represents  one  of  certain
agreements  related to the sale of AP. The Company and Thiokol  previously had a
dispute over the interpretation of these agreements. See Legal Proceedings. As a
result of a  significant  change in the  demand for AP,  during the fiscal  year
ended  September  30,  1994,  the Company  recognized  an  impairment  charge of
$39,401,000 related to WECCO's fixed assets.

         The  Company is a party to  agreements  with  Dynamit  Nobel  A.G.,  of
Germany  ("Dynamit  Nobel") relating to the production and sale of sodium azide,
the principal  component of the gas generant used in automotive  airbag systems.
Dynamit Nobel licensed to the

                                       -5-
Company, on an exclusive basis for the North American market, its technology and
know-how in the  production  of sodium  azide,  and has provided  the  technical
support for the design,  construction and start-up of the Company's sodium azide
facility.  Funding for the facility was partially  provided by means of the sale
of $40,000,000  principal amount of noncallable  subordinated secured notes (the
"Azide Notes") to a major state public  employee  retirement  fund and a leading
investment  management company. The Company commenced commercial sales of sodium
azide in fiscal 1994.

         In  February  1992,  the  Company  acquired  (by  exercise of an option
previously  granted to it) the worldwide rights of Halotron,  a fire suppression
system that includes chemical compounds and application  technology  intended to
replace  halons,  which have been found to be ozone  layer-depleting  chemicals.
Halotron has applications as a fire suppression  agent for military,  commercial
and industrial  uses. The Company has completed the  construction of a plant for
the production of certain  Halotron  products.  The Company  expects to become a
qualified  supplier for military,  commercial  and industrial  applications  for
Halotron products,  although there can be no assurance in that regard. As of the
date hereof, the Company's sales of Halotron products have not been significant.

         The Company is also  engaged in the  development  of real estate and in
the production of environmental protection and waste water treatment equipment.

         The Company's  principal  executive  offices are located at 3770 Howard
Hughes  Parkway,  Suite 300, Las Vegas,  Nevada 89109.  The Company's  telephone
number at such location is (702) 735- 2200.

                                 USE OF PROCEEDS

         The Shares  offered  hereby  were or will be  purchased  by the Selling
Shareholders  upon exercise of options  granted to them and will be sold for the
account of the Selling Shareholders. The Company will receive the exercise price
of the options when exercised by the holders thereof. Such proceeds will be used
for working capital purposes by the Company. The Company will not receive any of
the  proceeds  from  the  reoffer  and  resale  of the  Shares  by  the  Selling
Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued under the 1982 Plan,  the 1988  Non-Qualified  Plan, the 1988
Incentive Plan and the 1991 Plan to those Selling Shareholders who are deemed to
be affiliates.

                                       -6-
The following table sets forth (i) the number of shares of Common Stock
beneficially  owned by each  Selling  Shareholder  at August 1,  1996,  (ii) the
number of  Shares  of Common  Stock to be  offered  for  resale by each  Selling
Shareholder  and (iii) the number and percentage of shares of Common Stock to be
held by each Selling Shareholder after completion of the offering.
Number of shares of     
                                                                                                    Common Stock/        
                                                                             Number of          Percentage of Class to   
                                              Number of shares of          Shares to be             be Owned After       
                                             Common Stock Owned at          Offered for           Completion of the      
                   Name                          August 1, 1996 (1)           Resale                   Offering          
- ----------------------------------------   ------------------------     -----------------     ------------------------
Fred D. Gibson Jr.(2)...................           442,812                    35,000                397,812/4.8%

C. Keith Rooker(3)......................           114,371                    68,000                 46,371/*

John R. Gibson(4).......................            41,382                    15,000                 26,382/*
- ----------
*  less than one percent

(1)      Includes  shares  issuable upon the exercise of options,  which options
         are exercisable within 60 days after August 1, 1996.

(2)      Fred D. Gibson has been a Director of the Company since 1982 and became
         Chairman of the Board of Directors and  President  and Chief  Executive
         Officer of the Company in 1985.

(3)      C. Keith  Rooker has been a Director  of the Company  since  1988.  Mr.
         Rooker has been Executive Vice President of the Company since 1988.

(4)      John R.  Gibson has been a Director  of the  Company  since  1988.  Mr.
         Gibson  has  been  the  Company's   Vice  President  --  Engineering  &
         Operations since March 1992.

                              PLAN OF DISTRIBUTION

         It is anticipated that all of the Shares will be offered by the Selling
Shareholders  from time to time in the open market,  either  directly or through
brokers  or  agents,  or  in  privately  negotiated  transactions.  The  Selling
Shareholders  have  advised  the  Company  that  they  are  not  parties  to any
agreement, arrangement or understanding as to such sales.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member
of Olshan  Grundman  Frome &  Rosenzweig  LLP,  is a Director of the Company and
holds  1,400  shares of Common  Stock and options to  purchase  5,000  shares of
Common Stock.  The shares  underlying all of the options held by Mr.  Rosenzweig
are being registered concurrently with this Prospectus.

                                       -7-
EXPERTS

         The consolidated financial statements incorporated in this registration
statement by reference  from the  Company's  Annual  Report on Form 10-K for the
year  ended  September  30,  1995 have been  audited by  Deloitte & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference,  and have been so  incorporated  in reliance  upon the report of such
firm given upon their authority as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The Company has filed with the  Securities  and  Exchange  Commission a
Registration  Statement on Form S-8 under the Securities Act with respect to the
Shares offered hereby.  For further  information with respect to the Company and
the securities offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                       -8-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a) American  Pacific  Corporation's  (the  "Company")  Annual
         Report on Form 10-K for the fiscal year ended September 30, 1995.

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         fiscal  quarters ended  December 31, 1995,  March 31, 1996 and June 30,
         1996.

                  (c) The description of the Company's  securities  contained in
         the Company's  Registration  Statement on Form 8- A filed  December 28,
         1992.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs.  Olshan Grundman
Frome & Rosenzweig LLP, New York, New York 10022. Victor M. Rosenzweig, a member
of such firm,  is a Director of the  Company  and holds  1,400  shares of Common
Stock  and  options  to  purchase  5,000  shares  of Common  Stock.  The  shares
underlying  all of the  options  held by Mr.  Rosenzweig  are  being  registered
concurrently with this Prospectus.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  certificate of  incorporation  and by-laws of the Company  provide
that the Company  shall  indemnify to the extent  permitted by Delaware law, any
person whom it may indemnify thereunder,

                                       -9-
including  directors,  officers,  employees  and  agents  of  the  Company.  The
pertinent   section  of  Delaware   law  is  set  forth  below  in  full.   Such
indemnification  (other than as ordered by a court) shall be made by the Company
only upon a determination  that  indemnification  is proper in the circumstances
because the individual met the applicable standard of conduct. Advances for such
indemnification may be made pending such determination. Such determination shall
be made by a majority vote of a quorum consisting of disinterested directors, or
by independent  legal counsel or by the stockholders.  In addition,  the Company
has  amended  its  certificate  of  incorporation  to  eliminate,  to the extent
permitted by Delaware  law,  personal  liability of directors to the Company and
its stockholders for monetary damages for breach of fiduciary duty as directors.

         The Company  also  maintains a directors  and  officers  insurance  and
company  reimbursement policy. The policy insures directors and officers against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
no one of which relates to the offering hereunder.

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

                  (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 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

                                      -10-
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 the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding,  or (2) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel  in a  written  opinion,  or (3) by the
         stockholders.

                                      -11-
(e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition or 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  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees  and agents may be 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  the  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 such excise taxes

                                      -12-
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 any  employee
         benefit plan, its participants or beneficiaries; and a person who acted
         in good faith and in a manner reasonably believed to be in the interest
         of the  participants  and  beneficiaries  of any 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.

         The Company has purchased director and officer liability  insurance for
its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4(a)   -    1994 Directors' Stock Option Plan (the "Directors'
                      Plan").

          4(b)   -    Form of Option Agreement for the Directors' Plan.

          5      -    Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -    Consent of Deloitte & Touche LLP, independent
                      auditors.

         23(b)   -    Consent of Olshan  Grundman  Frome & Rosenzweig LLP
                      (included in its opinion filed as Exhibit 5).

         24      -    Powers of Attorney (included on page 12).

ITEM 9.  UNDERTAKINGS.

         A.       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:

                                      -13-
(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;

                           (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 (i) and (ii) above
                           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 15(d) of the
                           Securities Exchange Act of 1934 that are incorporated
                           by reference in the Registration Statement;

                  (2)      That, for the purposes 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

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that remain unsold at the  termination of
                           the offering.

         B.       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 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 this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered therein, and the offering of such securities at

                                      -14-
that time shall be deemed to be the initial bona fide offering
                  thereof.

         C.       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  Securities  Act of 1933 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 a
                  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.

                                      -15-
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 Las Vegas, State of Nevada, on this 31st day of July,
1996.

                  AMERICAN PACIFIC CORPORATION
                  (Registrant)

                  By:      /S/ FRED D. GIBSON, JR.
                           -----------------------------------------------------
                           Fred D. Gibson, Jr., Chairman of the Board, President
                           and Chief Executive Officer

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of American  Pacific  Corporation  hereby  constitutes and appoints C.
Keith  Rooker  and David N.  Keys and each of them  singly,  as true and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the Securities  and Exchange  Commission and to prepare any and
all exhibits thereto, and other documents in connection  therewith,  and to make
any  applicable  state  securities  law or blue sky filings,  granting unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every act and thing  requisite or  necessary  to be done to enable  American
Pacific Corporation to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange  Commission,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

           SIGNATURE                           TITLE                   DATE
           ---------                           -----                   ----
                                       President (Principal      
/S/ FRED D. GIBSON, JR.                Executive Officer) and    
- ---------------------------------      Director                    July 31, 1996
(Fred D. Gibson, Jr.)

/S/ JOHN R. GIBSON                     Executive Vice President    July 31, 1996
- ---------------------------------      and Director
(John R. Gibson)

/S/ C. KEITH ROOKER                    Director                    July 31, 1996
- ---------------------------------
(C. Keith Rooker)
                                       Vice President, Chief     
                                       Financial Officer and     
/S/ DAVID N. KEYS                      Treasurer (Principal      
- ---------------------------------      Financial Officer)          July 31, 1996
(David N. Keys)                  
                                                                 
/S/ THOMAS A. TURNER                   Director                    July 31, 1996
- ---------------------------------                                
(Thomas A. Turner)                                               
                                                                 
/S/ NORVAL F. POHL                     Director                    July 31, 1996
- ---------------------------------                                
(Norval F. Pohl)                                                 
                                                                 
/S/ BERLYN D. MILLER                   Director                    July 31, 1996
- ---------------------------------                                
(Berlyn D. Miller)                                               
                                                                 
/S/ THOMAS L. WAR                      Director                    July 31, 1996
- ---------------------------------                                
(Thomas L. War)                                                  
                                                                 
/S/ CHARLES H. FELTZ                   Director                    July 31, 1996
- ---------------------------------                                
(Charles H. Feltz)                                               
                                                                 
/S/ JANE L. WILLIAMS                   Director                    July 31, 1996
- ---------------------------------                                
(Jane L. Williams)                                               
                                                                 
/S/ VICTOR M. ROSENZWEIG               Director                    July 31, 1996
- ---------------------------------                                
(Victor M. Rosenzweig)                                           

                                      -16-