As filed with the Securities and Exchange Commission on May 22, 1998
                                                       Registration No. 333-


                       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)


                             1997 STOCK OPTION PLAN
                         AND OPTIONS GRANTED TO CERTAIN
                        EXECUTIVE OFFICERS AND DIRECTORS
                            (Full Title of the Plan)

                                  DAVID N. KEYS
                            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.

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed                Proposed
                                                            maximum                  maximum
       Title of                    Amount                   offering                aggregate                   Amount of
      securities                   to be                     price                  offering                   registration
   to be registered              registered                per share                  price                        fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
<S>                          <C>                          <C>                      <C>                              <C>
$.10 par value               325,000 shares(1)            $9.9375(4)               $3,229,687.50(4)                 $  952.76
                       -------------------------------------------------------------------------------------------------------------
                              95,000 shares(1)            $ 7.00(2)                $  665,000                       $1,961.75
                       -------------------------------------------------------------------------------------------------------------
                             180,000 shares(1)            $7.125(3)                $1,282,500                       $  378.34
------------------------------------------------------------------------------------------------------------------------------------
Total.................       600,000 shares                                        $5,177,187.50                    $3,292.85
====================================================================================================================================
</TABLE>

<PAGE>

(1) 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 1997  Stock  Option  Plan (the  "Plan") of the
Company  and of the  Option  Agreements  with  certain  Executive  Officers  and
Directors.
2) Represents  the average price per share of Common Stock to be issued upon the
exercise of options held by certain Directors of the Company.
(3) Represents the average price per share of Common Stock to be issued upon the
exercise  of options  held by certain  Executive  Officers of the  Company.
(4) Pursuant to Rules 457(g) and (h), the offering price for such 325,000 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
($9.9375) as reported by The Nasdaq Stock Market, Inc. on May 20, 1998.


                                       -2-

<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) The Annual  Report of American  Pacific  Corporation  (the
         "Company")  on Form 10-K and Form  10-K/A  for the  fiscal  year  ended
         September 30, 1997.

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         fiscal  quarters  ended  December 31, 1997 and March 31, 1998,  and the
         Company's  Current  Reports  on Form 8-K  filed on  October  15,  1997,
         February 19, 1998 and March 27, 1998.

                  (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 shares of Common Stock and
options to purchase Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  General  Corporation  Law of the State of  Delaware  (the  "DGCL")
permits indemnification of directors, employees and agents of corporations under
certain conditions and subject to certain  limitations.  The section of Delaware
law pertaining to  indemnification  is set forth below in full.  Pursuant to the
DGCL,  the  Company has  included  provisions  in its  Restated  Certificate  of
Incorporation,  as amended,  (A) to provide that the Company shall indemnify its
directors  and  officers to the full extent  permitted by the DGCL and any other
laws of  Delaware  as from time to time in effect and (B) to limit the  personal
liability  of a director  to the  Company  for  monetary  damages  for breach of
fiduciary  duty as a director;  except that  liability is not eliminated for (i)
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation  of law,  (iii)  unlawful  payment of dividends or stock
purchases  or  redemptions  pursuant  to  Section  174 of the DGCL,  or (iv) any
transaction from which the director derived an improper personal benefit.

         The  Company's  by-laws  provide that the Company  shall  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 by reason of

                                       -3-

<PAGE>
the fact  that he is or was a  director,  officer,  employee  or an agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of (or in any other capacity)  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against all expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement of such action,  suit or proceeding,  to the extent and in the manner
substantially  the  same  as set  forth  in and  permitted  by  the  DGCL.  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.   Such  right  of
indemnification  is not to be deemed exclusive of any other rights to which such
director,  officer, employee or agent is entitled and shall inure to the benefit
of the heirs, executors and administrators of each such person.

         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 DGCL 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  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.


                                       -4-

<PAGE>
                  (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.

                  (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  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

                                       -5-

<PAGE>
         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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         * 4.1   -         American  Pacific  Corporation 1997 Stock Option Plan
                           (the "Plan").

         * 4.2   -         Form of Option Agreement under the Plan.

         * 4.3   -         Stock Option  Agreement  dated July 8, 1997,  between
                           the Company and David N. Keys.

         * 4.4   -         Stock Option  Agreement  dated July 8, 1997,  between
                           the Company and John R. Gibson.

         * 4.5   -         Form of Stock  Option  Agreement  between the Company
                           and certain Directors.

         * 5     -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         *23.1   -         Consent  of  Deloitte  &  Touche   LLP,   independent
                           auditors.

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

         *24     -         Powers of Attorney (included on page 8).

         -----------------------------
         *  Filed herewith.

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:

                           (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

                                       -6-

<PAGE>
                                    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 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.

                                       -7-

<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 22nd day of May,
1998.

                                    AMERICAN PACIFIC CORPORATION
                                    (Registrant)


                                    By:/S/ JOHN R. GIBSON
                                       -----------------------------------------
                                       John R. Gibson, 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 John
R.  Gibson  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

/S/ JOHN R. GIBSON            President, Chief Executive Officer (Principal
--------------------------    Executive Officer) and Director
  (John R. Gibson)

/S/ DAVID N. KEYS             Executive Vice President, Chief Financial
--------------------------    Officer (Principal Financial and Principal
  (David N. Keys)             Accounting Officer), Treasurer, Secretary and
                              Director

/S/ FRED D. GIBSON, JR.       Director
-------------------------
  (Fred D. Gibson, Jr.)

/S/ EUGENE A. CAFIERO         Director
-------------------------
   (Eugene A. Cafiero)

/S/ THOMAS A. TURNER          Director
-------------------------
   (Thomas A. Turner)

/S/ JAN H. LOEB               Director
-------------------------
   (Jan H. Loeb)

/S/ NORVAL F. POHL            Director
-------------------------
   (Norval F. Pohl)

/S/ C. KEITH ROOKER           Director
-------------------------
   (C. Keith Rooker)

/S/ JANE L. WILLIAMS          Director
-------------------------
   (Jane L. Williams)

/S/ BERLYN D. MILLER          Director
-------------------------
   (Berlyn D. Miller)

/S/ VICTOR M. ROSENZWEIG      Director
------------------------
   (Victor M. Rosenzweig)

/S/ DEAN M. WILLARD           Director
-------------------------
   (Dean M. Willard)


                                       -8-
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As filed with the Securities and Exchange Commission on May 22, 1998
                                                       Registration No. 333-

                       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)

                             1997 STOCK OPTION PLAN
                         AND OPTIONS GRANTED TO CERTAIN
                        EXECUTIVE OFFICERS AND DIRECTORS
                            (Full Title of the Plan)

                                  DAVID N. KEYS
                            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
                                                            maximum                  maximum
       Title of                    Amount                   offering                aggregate                   Amount of
      securities                   to be                     price                  offering                   registration
   to be registered              registered                per share                  price                        fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value               325,000 shares(1)            $9.9375(4)               $3,229,687.50(4)                 $  952.76
                       -------------------------------------------------------------------------------------------------------------
                              95,000 shares(1)            $ 7.00(2)                $  665,000                       $1,961.75
                       -------------------------------------------------------------------------------------------------------------
                             180,000 shares(1)            $7.125(3)                $1,282,500                       $  378.34
------------------------------------------------------------------------------------------------------------------------------------
Total.................       600,000 shares                                        $5,177,187.50                    $3,292.85
====================================================================================================================================
(1) 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 1997  Stock  Option  Plan (the  "Plan") of the
Company  and of the  Option  Agreements  with  certain  Executive  Officers  and
Directors.
2) Represents  the average price per share of Common Stock to be issued upon the
exercise of options held by certain Directors of the Company.
(3) Represents the average price per share of Common Stock to be issued upon the
exercise  of options  held by certain  Executive  Officers of the  Company.
(4) Pursuant to Rules 457(g) and (h), the offering price for such 325,000 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
($9.9375) as reported by The Nasdaq Stock Market, Inc. on May 20, 1998.

                                       -2-
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) The Annual  Report of American  Pacific  Corporation  (the
         "Company")  on Form 10-K and Form  10-K/A  for the  fiscal  year  ended
         September 30, 1997.

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
         fiscal  quarters  ended  December 31, 1997 and March 31, 1998,  and the
         Company's  Current  Reports  on Form 8-K  filed on  October  15,  1997,
         February 19, 1998 and March 27, 1998.

                  (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 shares of Common Stock and
options to purchase Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  General  Corporation  Law of the State of  Delaware  (the  "DGCL")
permits indemnification of directors, employees and agents of corporations under
certain conditions and subject to certain  limitations.  The section of Delaware
law pertaining to  indemnification  is set forth below in full.  Pursuant to the
DGCL,  the  Company has  included  provisions  in its  Restated  Certificate  of
Incorporation,  as amended,  (A) to provide that the Company shall indemnify its
directors  and  officers to the full extent  permitted by the DGCL and any other
laws of  Delaware  as from time to time in effect and (B) to limit the  personal
liability  of a director  to the  Company  for  monetary  damages  for breach of
fiduciary  duty as a director;  except that  liability is not eliminated for (i)
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation  of law,  (iii)  unlawful  payment of dividends or stock
purchases  or  redemptions  pursuant  to  Section  174 of the DGCL,  or (iv) any
transaction from which the director derived an improper personal benefit.

         The  Company's  by-laws  provide that the Company  shall  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 by reason of

                                       -3-
the fact  that he is or was a  director,  officer,  employee  or an agent of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee or agent of (or in any other capacity)  another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against all expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement of such action,  suit or proceeding,  to the extent and in the manner
substantially  the  same  as set  forth  in and  permitted  by  the  DGCL.  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.   Such  right  of
indemnification  is not to be deemed exclusive of any other rights to which such
director,  officer, employee or agent is entitled and shall inure to the benefit
of the heirs, executors and administrators of each such person.

         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 DGCL 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  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.

                                       -4-
(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.

                  (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  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

                                       -5-
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         * 4.1   -         American  Pacific  Corporation 1997 Stock Option Plan
                           (the "Plan").

         * 4.2   -         Form of Option Agreement under the Plan.

         * 4.3   -         Stock Option  Agreement  dated July 8, 1997,  between
                           the Company and David N. Keys.

         * 4.4   -         Stock Option  Agreement  dated July 8, 1997,  between
                           the Company and John R. Gibson.

         * 4.5   -         Form of Stock  Option  Agreement  between the Company
                           and certain Directors.

         * 5     -         Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         *23.1   -         Consent  of  Deloitte  &  Touche   LLP,   independent
                           auditors.

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

         *24     -         Powers of Attorney (included on page 8).

         -----------------------------
         *  Filed herewith.

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:

                           (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

                                       -6-
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 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.

                                       -7-
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 22nd day of May,
1998.

                                    AMERICAN PACIFIC CORPORATION
                                    (Registrant)

                                    By:/S/ JOHN R. GIBSON
                                       -----------------------------------------
                                       John R. Gibson, 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 John
R.  Gibson  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

/S/ JOHN R. GIBSON            President, Chief Executive Officer (Principal
--------------------------    Executive Officer) and Director
  (John R. Gibson)

/S/ DAVID N. KEYS             Executive Vice President, Chief Financial
--------------------------    Officer (Principal Financial and Principal
  (David N. Keys)             Accounting Officer), Treasurer, Secretary and
                              Director

/S/ FRED D. GIBSON, JR.       Director
-------------------------
  (Fred D. Gibson, Jr.)

/S/ EUGENE A. CAFIERO         Director
-------------------------
   (Eugene A. Cafiero)

/S/ THOMAS A. TURNER          Director
-------------------------
   (Thomas A. Turner)

/S/ JAN H. LOEB               Director
-------------------------
   (Jan H. Loeb)

/S/ NORVAL F. POHL            Director
-------------------------
   (Norval F. Pohl)

/S/ C. KEITH ROOKER           Director
-------------------------
   (C. Keith Rooker)

/S/ JANE L. WILLIAMS          Director
-------------------------
   (Jane L. Williams)

/S/ BERLYN D. MILLER          Director
-------------------------
   (Berlyn D. Miller)

/S/ VICTOR M. ROSENZWEIG      Director
------------------------
   (Victor M. Rosenzweig)

/S/ DEAN M. WILLARD           Director
-------------------------
   (Dean M. Willard)

                                       -8-