<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1997 
                                                     Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 SLH CORPORATION
             (Exact name of registrant as specified in its charter)
               KANSAS                               43-1764632
    (State or other jurisdiction                 (I.R.S. Employer
  of incorporation or organization)           Identification Number)
          5000 West 95th Street, Suite 260, Overland Park, Kansas 66207
                                 (913) 652-1000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                 SLH CORPORATION
                            1997 STOCK INCENTIVE PLAN

                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 460-5807
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                                 James R. Seward
                      President and Chief Executive Officer
                                 SLH Corporation
                        5000 West 95th Street, Suite 260
                           Overland Park, Kansas 66207
                                 (913) 652-1000
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
                                                                       Proposed
                                                       Proposed         Maximum
                                                        Maximum        Aggregate
          Title of Each Class of      Amount to be   Offering Price    Offering      Amount of
        Securities to be Registered   Registered(1)   Per Unit(2)      Price(2)  Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>          <C>             <C>
Common Stock, $0.01 par value............780,000        $34.50       $26,910,000     $8,155
</TABLE>

     (1) Plus such  additional  amount  which may result from plan  adjustments,
stock  splits,   stock  dividends  or  similar   transactions  with  respect  to
undistributed  shares.
     (2)  Pursuant  to Rule  457(c)  and (h),  and solely for
purposes of calculating  the  registration  fee, the proposed  maximum  offering
price per share and the proposed maximum aggregate offering price are based upon
the average of the high and low prices of the Common Stock of the  Registrant as
reported by NASDAQ on August 5, 1997.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required  by  Part  I is not  being  filed  with  the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

         This Registration  Statement covers the offering of Common Stock of SLH
Corporation (the "Company" or "Registrant") under the SLH Corporation 1997 Stock
Incentive  Plan.  The Company  hereby  incorporates  by reference  the following
documents:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996 ;

     2. All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

     3.  The  description  of  the  Company's  Common  Stock  contained  in  its
Registration  Statement  on Form 10 dated  December  21,  1996,  as  amended  by
Amendment No. 1 on Form 10/A, dated February 4, 1997 and Amendment No. 2 on Form
10/A, dated February 12, 1997; and

     4. All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 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  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         Any  statement  contained  herein or in a document  all or a portion of
which is incorporated or deemed to be incorporated by reference  herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed,  except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

<PAGE>
Item 6.  Indemnification of Directors and Officers

         Limitation of Liability of Directors.

         The  Articles of  Incorporation  provide that a director of the Company
will not be personally  liable to the Company or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(2) for  acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (3) under Section 17-6424 of the KGCC,
which concerns unlawful

                                       R-1


payments  of  dividends,  stock  purchases  or  redemptions,   or  (4)  for  any
transaction from which the director derived an improper personal benefit.

         While the Articles of Incorporation  provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty.  Accordingly,  the Articles of  Incorporation  will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based  on a  director's  breach  of his or her  duty  of  care.  The
provisions of the Articles of Incorporation  described above apply to an officer
of the  Company  only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to officers of the Company who
are not directors.

Indemnification of Directors and Officers.

         The Articles of  Incorporation  provides that each person who is or was
or had agreed to become a  director  or  officer  of the  Company,  or each such
person who is or was  serving  or who had agreed to serve at the  request of the
Company as a director  or officer  of another  corporation,  partnership,  joint
venture,   trust  or  other   enterprise   (including   the  heirs,   executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Bylaws, to the fullest extent permitted from time to time by
the KGCC,  as the same exists or may  hereafter be amended (but, if permitted by
applicable law, in the case of any such amendment,  only to the extent that such
amendment  permits the Company to provide  broader  indemnification  rights than
said law permitted the Company to provide prior to such  amendment) or any other
applicable laws as presently or hereafter in effect.  The Company may, by action
of the Company  Board,  provide  indemnification  to employees and agents of the
Company,  and to persons serving as employees or agents of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  at the request of the
Company,  with the same scope and  effect as the  foregoing  indemnification  of
directors  and  officers.  The Company may be required to  indemnify  any person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by the Company  Board or is a proceeding  to enforce  such  person's
claim to  indemnification  pursuant  to the rights  granted by the  Articles  of
Incorporation  or otherwise by the Company.  In addition,  the Company may enter
into  one or more  agreements  with any  person  providing  for  indemnification
greater or different than that provided in the Articles of Incorporation.
<PAGE>
          The Bylaws  provide  that each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in any  action,  suit,  or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the legal  representative  is or was a director or officer of the Company
or is or was  serving at the  request of the Company as a director or officer of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  Proceeding  is alleged  action in an  official  capacity as a
director  or officer or in any other  capacity  while  serving as a director  or
officer,  will be  indemnified  and held  harmless by the Company to the fullest
extent authorized by the KGCC as the same exists or may in the future be amended
(but, if permitted by applicable law, in the case of any such amendment, only to
the  extent  that  such  amendment   permits  the  Company  to  provide  broader
indemnification  rights than said law  permitted the Company to provide prior to
such amendment),  against all expense,  liability and loss (including attorneys'
fees,  judgments,  fines, ERISA excise taxes or penalties and amounts paid or to
be paid in  settlement)  reasonably  incurred  or  suffered  by such  person  in
connection  therewith and such  indemnification will continue as to a person who
has ceased to be a director  or officer  and will inure to the benefit of his or
her heirs, executors and administrators;  provided, however, except as described
in the second following  paragraph with respect to Proceedings to enforce rights
to  indemnification,   the  Company  will  indemnify  any  such  person  seeking
indemnification  in connection with a Proceeding (or part thereof)  initiated by
such person only if such  Proceeding  (or part  thereof) was  authorized  by the
Company Board.

         Pursuant to the  Bylaws,  to obtain  indemnification,  a claimant is to
submit to the Company a written request for  indemnification.  Upon such written
request by a claimant,  a  determination,  if required by  applicable  law, with
respect  to the  claimant's  entitlement  to  indemnification  will be made,  if
requested by the claimant, by independent legal counsel, or if the claimant does
not so request,  by the Company  Board by a majority  vote of the  disinterested
directors  even  though  less than a quorum  or,  if there are no  disinterested
directors or the disinterested directors so direct, by independent legal counsel
in a written opinion to the Company Board, or if the disinterested  directors so
direct,  by the stockholders of the Company.  In the event the  determination of
entitlement to indemnification is to be made by independent legal counsel at the
request of

                                       R-2

<PAGE>

the  claimant,  the  independent  legal  counsel will be selected by the Company
Board unless there shall have occurred within two years prior to the date of the
commencement  of the action,  suit or proceeding  for which  indemnification  is
claimed a Change of Control, in which case the independent legal counsel will be
selected by the claimant  unless the claimant  requests  that such  selection be
made by the Company Board.

          Pursuant  to  the  Bylaws,  if a  claim  described  in  the  preceding
paragraph is not paid in full by the Company  within thirty days after a written
claim pursuant to the preceding paragraph has been received by the Company,  the
claimant  may at any time  thereafter  bring suit against the Company to recover
the  unpaid  amount of the claim and,  if  successful  in whole or in part,  the
claimant will be entitled to be paid also the expense of prosecuting such claim.
The Bylaws  provide that it will be a defense to any such action  (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
Proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Company) that the claimant has not
met the standard of conduct  which makes it  permissible  under the KGCC for the
Company to  indemnify  the claimant  for the amount  claimed,  but the burden of
proving such defense will be on the Company.  Neither the failure of the Company
(including   the   disinterested   directors,   independent   legal  counsel  or
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
KGCC, nor an actual  determination by the Company  (including the  disinterested
directors,  independent legal counsel or stockholders) that the claimant has not
met such  applicable  standard  of  conduct,  will be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.  However, the Company will be bound by a determination  pursuant to the
procedures   set  forth  in  the  Bylaws  that  the   claimant  is  entitled  to
indemnification in any suit brought by a claimant pursuant to the Bylaws.

         The Bylaws provide that the right to indemnification and the payment of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred  in the Bylaws  will not be  exclusive  of any other  right  which any
person may have or may in the future acquire under any statute, provision of the
Articles  of  Incorporation,  the Bylaws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.  The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the  Company or another  corporation,  partnership,  joint  venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify  such person against such expense,
liability or loss under the KGCC. The Company  intends to obtain  directors' and
officers'  liability insurance providing coverage to its directors and officers.
In addition,  the Bylaws  authorize the Company,  to the extent  authorized from
time to time by the Company Board, to grant rights to indemnification and rights
to be paid by the Company the expenses  incurred in defending any  Proceeding in
advance of its final disposition, to any employee or agent of the Company to the
fullest   extent  of  the   provisions   of  the  Bylaws  with  respect  to  the
indemnification  and  advancement  of expenses of directors  and officers of the
Company.
<PAGE>
         The Bylaws provide that the right to indemnification  conferred therein
is a  contract  right  and  includes  the  right to be paid by the  Company  the
expenses   incurred  in  defending  any  Proceeding  in  advance  of  its  final
disposition,  except that if the KGCC  requires,  the  payment of such  expenses
incurred  by a  director  or  officer in his or her  capacity  as a director  or
officer  (and not in any other  capacity in which  service was or is rendered by
such person while a director or officer, including, without limitation,  service
to  an  employee  benefit  plan)  in  advance  of  the  final  disposition  of a
Proceeding,  will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is  ultimately  determined  that such  director or officer is not entitled to be
indemnified under the Bylaws or otherwise.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

     (a)  Exhibits  are  listed  on  the  Exhibit  Index  to  this  Registration
Statement.

     (b) Not  Applicable.  The Plan is not  qualified  under  Section 401 of the
Internal Revenue Code.


                                       R-3

Item 9.  Undertakings

         (a)       The Registrant hereby undertakes:

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

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

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

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         registration  statement or any material  change to such  information in
         the registration statement;
<PAGE>
                   Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

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

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement 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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       R-4
<PAGE>
                                   SIGNATURES

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

                                           SLH CORPORATION
                                             s/James R. Seward
                                        By _______________________________
                                            James R. Seward
                                            President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James R. Seward,  P. Anthony Jacobs and
Steven K. Fitzwater and each of them, his true and lawful  attorneys-in-fact and
agents, with full power of substitution and re-substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this  Registration  Statement and to file the same with all exhibits thereto,
and other  documents in  connection  therewith,  with the  Securities & Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  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 any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
                Name                               Title                                        Date
<S>                                         <C>                                          <C>  
  S/James R. Seward
___________________________                  President (Principal
        James R. Seward                      Executive Officer) and Director              August 8, 1997
  s/P. Anthony Jacobs  
___________________________                  Chairman of the Board and
        P. Anthony Jacobs                    Director                                     August 8, 1997
  s/Steven K. Fitzwater 
___________________________                  Vice President, Chief Accounting and
        Steven K. Fitzwater                  Financial Officer, Treasurer,
                                             Secretary  and Director
  s/Lan C. Bentsen                           (Principal Financial and Accounting Officer) August 8, 1997
___________________________
        Lan C. Bentsen                       Director                                     August 8, 1997
  s/W. D. Grant
___________________________                  Director
        W. D. Grant                                                                       August 8, 1997

___________________________                  Director
        W. T. Grant II                                                                    August __, 1997
<PAGE>
___________________________                  Director
        Michael E. Herman.                                                                August __, 1997

___________________________                  Director
        David W. Kemper                                                                   August __, 1997
</TABLE>
                                       R-5
<PAGE>





                                  EXHIBIT INDEX



      Exhibit
       Number                                        Description

          4(a) Copy of SLH Corporation  1997 Stock Incentive Plan  (incorporated
               by reference to Exhibit  10(c) to the  Company's  Form 10/A dated
               February 12, 1997).

          5    Opinion of Lathrop & Gage L.C.  concerning  the  legality  of the
               securities being registered.

          23(a)Consent  of Lathrop & Gage L.C.  (incorporated  by  reference  to
               Exhibit 5).

          23(b) Consent of KPMG Peat Marwick LLP.




                                       R-6
[{"type": "S-8", "sequence": "1", "description": "SLH CORPORATION S-8 FOR 1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 25751}]
{"company-data": {"conformed-name": "SLH CORP", "cik": "0001029023", "assigned-sic": "6500", "irs-number": "431764632", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33345", "film-number": "97655579"}, "business-address": {"street1": "5000 WEST 95TH STREET SUITE 260", "street2": "P O BOX 7568", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207", "phone": "9136521000"}, "mail-address": {"street1": "5000 WEST 95TH STREET SUITE 260", "street2": "P O BOX 7568", "city": "SHAWNEE MISSION", "state": "KS", "zip": "66207"}}
As filed with the Securities and Exchange Commission on August 11, 1997 
                                                     Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 SLH CORPORATION
             (Exact name of registrant as specified in its charter)
               KANSAS                               43-1764632
    (State or other jurisdiction                 (I.R.S. Employer
  of incorporation or organization)           Identification Number)
          5000 West 95th Street, Suite 260, Overland Park, Kansas 66207
                                 (913) 652-1000
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                 SLH CORPORATION
                            1997 STOCK INCENTIVE PLAN

                              John H. Calvert, Esq.
                               Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                           Kansas City, Missouri 64108
                                 (816) 460-5807
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                                 James R. Seward
                      President and Chief Executive Officer
                                 SLH Corporation
                        5000 West 95th Street, Suite 260
                           Overland Park, Kansas 66207
                                 (913) 652-1000
CALCULATION OF REGISTRATION FEE
                                                                       Proposed
                                                       Proposed         Maximum
                                                        Maximum        Aggregate
          Title of Each Class of      Amount to be   Offering Price    Offering      Amount of
        Securities to be Registered   Registered(1)   Per Unit(2)      Price(2)  Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value............780,000        $34.50       $26,910,000     $8,155
(1) Plus such  additional  amount  which may result from plan  adjustments,
stock  splits,   stock  dividends  or  similar   transactions  with  respect  to
undistributed  shares.
     (2)  Pursuant  to Rule  457(c)  and (h),  and solely for
purposes of calculating  the  registration  fee, the proposed  maximum  offering
price per share and the proposed maximum aggregate offering price are based upon
the average of the high and low prices of the Common Stock of the  Registrant as
reported by NASDAQ on August 5, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  information  required  by  Part  I is not  being  filed  with  the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

         This Registration  Statement covers the offering of Common Stock of SLH
Corporation (the "Company" or "Registrant") under the SLH Corporation 1997 Stock
Incentive  Plan.  The Company  hereby  incorporates  by reference  the following
documents:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996 ;

     2. All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

     3.  The  description  of  the  Company's  Common  Stock  contained  in  its
Registration  Statement  on Form 10 dated  December  21,  1996,  as  amended  by
Amendment No. 1 on Form 10/A, dated February 4, 1997 and Amendment No. 2 on Form
10/A, dated February 12, 1997; and

     4. All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 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  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

         Any  statement  contained  herein or in a document  all or a portion of
which is incorporated or deemed to be incorporated by reference  herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed,  except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.
Item 6.  Indemnification of Directors and Officers

         Limitation of Liability of Directors.

         The  Articles of  Incorporation  provide that a director of the Company
will not be personally  liable to the Company or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(2) for  acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (3) under Section 17-6424 of the KGCC,
which concerns unlawful

                                       R-1

payments  of  dividends,  stock  purchases  or  redemptions,   or  (4)  for  any
transaction from which the director derived an improper personal benefit.

         While the Articles of Incorporation  provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty.  Accordingly,  the Articles of  Incorporation  will have no
effect on the  availability  of  equitable  remedies  such as an  injunction  or
rescission  based  on a  director's  breach  of his or her  duty  of  care.  The
provisions of the Articles of Incorporation  described above apply to an officer
of the  Company  only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to officers of the Company who
are not directors.

Indemnification of Directors and Officers.

         The Articles of  Incorporation  provides that each person who is or was
or had agreed to become a  director  or  officer  of the  Company,  or each such
person who is or was  serving  or who had agreed to serve at the  request of the
Company as a director  or officer  of another  corporation,  partnership,  joint
venture,   trust  or  other   enterprise   (including   the  heirs,   executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Bylaws, to the fullest extent permitted from time to time by
the KGCC,  as the same exists or may  hereafter be amended (but, if permitted by
applicable law, in the case of any such amendment,  only to the extent that such
amendment  permits the Company to provide  broader  indemnification  rights than
said law permitted the Company to provide prior to such  amendment) or any other
applicable laws as presently or hereafter in effect.  The Company may, by action
of the Company  Board,  provide  indemnification  to employees and agents of the
Company,  and to persons serving as employees or agents of another  corporation,
partnership,  joint venture,  trust or other  enterprise,  at the request of the
Company,  with the same scope and  effect as the  foregoing  indemnification  of
directors  and  officers.  The Company may be required to  indemnify  any person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by the Company  Board or is a proceeding  to enforce  such  person's
claim to  indemnification  pursuant  to the rights  granted by the  Articles  of
Incorporation  or otherwise by the Company.  In addition,  the Company may enter
into  one or more  agreements  with any  person  providing  for  indemnification
greater or different than that provided in the Articles of Incorporation.
The Bylaws  provide  that each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in any  action,  suit,  or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  (a
"Proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the legal  representative  is or was a director or officer of the Company
or is or was  serving at the  request of the Company as a director or officer of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  Proceeding  is alleged  action in an  official  capacity as a
director  or officer or in any other  capacity  while  serving as a director  or
officer,  will be  indemnified  and held  harmless by the Company to the fullest
extent authorized by the KGCC as the same exists or may in the future be amended
(but, if permitted by applicable law, in the case of any such amendment, only to
the  extent  that  such  amendment   permits  the  Company  to  provide  broader
indemnification  rights than said law  permitted the Company to provide prior to
such amendment),  against all expense,  liability and loss (including attorneys'
fees,  judgments,  fines, ERISA excise taxes or penalties and amounts paid or to
be paid in  settlement)  reasonably  incurred  or  suffered  by such  person  in
connection  therewith and such  indemnification will continue as to a person who
has ceased to be a director  or officer  and will inure to the benefit of his or
her heirs, executors and administrators;  provided, however, except as described
in the second following  paragraph with respect to Proceedings to enforce rights
to  indemnification,   the  Company  will  indemnify  any  such  person  seeking
indemnification  in connection with a Proceeding (or part thereof)  initiated by
such person only if such  Proceeding  (or part  thereof) was  authorized  by the
Company Board.

         Pursuant to the  Bylaws,  to obtain  indemnification,  a claimant is to
submit to the Company a written request for  indemnification.  Upon such written
request by a claimant,  a  determination,  if required by  applicable  law, with
respect  to the  claimant's  entitlement  to  indemnification  will be made,  if
requested by the claimant, by independent legal counsel, or if the claimant does
not so request,  by the Company  Board by a majority  vote of the  disinterested
directors  even  though  less than a quorum  or,  if there are no  disinterested
directors or the disinterested directors so direct, by independent legal counsel
in a written opinion to the Company Board, or if the disinterested  directors so
direct,  by the stockholders of the Company.  In the event the  determination of
entitlement to indemnification is to be made by independent legal counsel at the
request of

                                       R-2
the  claimant,  the  independent  legal  counsel will be selected by the Company
Board unless there shall have occurred within two years prior to the date of the
commencement  of the action,  suit or proceeding  for which  indemnification  is
claimed a Change of Control, in which case the independent legal counsel will be
selected by the claimant  unless the claimant  requests  that such  selection be
made by the Company Board.

          Pursuant  to  the  Bylaws,  if a  claim  described  in  the  preceding
paragraph is not paid in full by the Company  within thirty days after a written
claim pursuant to the preceding paragraph has been received by the Company,  the
claimant  may at any time  thereafter  bring suit against the Company to recover
the  unpaid  amount of the claim and,  if  successful  in whole or in part,  the
claimant will be entitled to be paid also the expense of prosecuting such claim.
The Bylaws  provide that it will be a defense to any such action  (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
Proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Company) that the claimant has not
met the standard of conduct  which makes it  permissible  under the KGCC for the
Company to  indemnify  the claimant  for the amount  claimed,  but the burden of
proving such defense will be on the Company.  Neither the failure of the Company
(including   the   disinterested   directors,   independent   legal  counsel  or
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
KGCC, nor an actual  determination by the Company  (including the  disinterested
directors,  independent legal counsel or stockholders) that the claimant has not
met such  applicable  standard  of  conduct,  will be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.  However, the Company will be bound by a determination  pursuant to the
procedures   set  forth  in  the  Bylaws  that  the   claimant  is  entitled  to
indemnification in any suit brought by a claimant pursuant to the Bylaws.

         The Bylaws provide that the right to indemnification and the payment of
expenses  incurred in defending a Proceeding in advance of its final disposition
conferred  in the Bylaws  will not be  exclusive  of any other  right  which any
person may have or may in the future acquire under any statute, provision of the
Articles  of  Incorporation,  the Bylaws,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.  The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the  Company or another  corporation,  partnership,  joint  venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify  such person against such expense,
liability or loss under the KGCC. The Company  intends to obtain  directors' and
officers'  liability insurance providing coverage to its directors and officers.
In addition,  the Bylaws  authorize the Company,  to the extent  authorized from
time to time by the Company Board, to grant rights to indemnification and rights
to be paid by the Company the expenses  incurred in defending any  Proceeding in
advance of its final disposition, to any employee or agent of the Company to the
fullest   extent  of  the   provisions   of  the  Bylaws  with  respect  to  the
indemnification  and  advancement  of expenses of directors  and officers of the
Company.
The Bylaws provide that the right to indemnification  conferred therein
is a  contract  right  and  includes  the  right to be paid by the  Company  the
expenses   incurred  in  defending  any  Proceeding  in  advance  of  its  final
disposition,  except that if the KGCC  requires,  the  payment of such  expenses
incurred  by a  director  or  officer in his or her  capacity  as a director  or
officer  (and not in any other  capacity in which  service was or is rendered by
such person while a director or officer, including, without limitation,  service
to  an  employee  benefit  plan)  in  advance  of  the  final  disposition  of a
Proceeding,  will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is  ultimately  determined  that such  director or officer is not entitled to be
indemnified under the Bylaws or otherwise.

Item 7.  Exemptions from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits

     (a)  Exhibits  are  listed  on  the  Exhibit  Index  to  this  Registration
Statement.

     (b) Not  Applicable.  The Plan is not  qualified  under  Section 401 of the
Internal Revenue Code.

                                       R-3

Item 9.  Undertakings

         (a)       The Registrant hereby undertakes:

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

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

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

                           (iii)  To  include  any  material   information  with
         respect to the plan of  distribution  not  previously  disclosed in the
         registration  statement or any material  change to such  information in
         the registration statement;
Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  registration  statement  is on Form S-3 or Form S-8 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

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

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement 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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       R-4
SIGNATURES

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

                                           SLH CORPORATION
                                             s/James R. Seward
                                        By _______________________________
                                            James R. Seward
                                            President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James R. Seward,  P. Anthony Jacobs and
Steven K. Fitzwater and each of them, his true and lawful  attorneys-in-fact and
agents, with full power of substitution and re-substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this  Registration  Statement and to file the same with all exhibits thereto,
and other  documents in  connection  therewith,  with the  Securities & Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  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 any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.
Name                               Title                                        Date
S/James R. Seward
___________________________                  President (Principal
        James R. Seward                      Executive Officer) and Director              August 8, 1997
  s/P. Anthony Jacobs  
___________________________                  Chairman of the Board and
        P. Anthony Jacobs                    Director                                     August 8, 1997
  s/Steven K. Fitzwater 
___________________________                  Vice President, Chief Accounting and
        Steven K. Fitzwater                  Financial Officer, Treasurer,
                                             Secretary  and Director
  s/Lan C. Bentsen                           (Principal Financial and Accounting Officer) August 8, 1997
___________________________
        Lan C. Bentsen                       Director                                     August 8, 1997
  s/W. D. Grant
___________________________                  Director
        W. D. Grant                                                                       August 8, 1997

___________________________                  Director
        W. T. Grant II                                                                    August __, 1997
___________________________                  Director
        Michael E. Herman.                                                                August __, 1997

___________________________                  Director
        David W. Kemper                                                                   August __, 1997
R-5
EXHIBIT INDEX

      Exhibit
       Number                                        Description

          4(a) Copy of SLH Corporation  1997 Stock Incentive Plan  (incorporated
               by reference to Exhibit  10(c) to the  Company's  Form 10/A dated
               February 12, 1997).

          5    Opinion of Lathrop & Gage L.C.  concerning  the  legality  of the
               securities being registered.

          23(a)Consent  of Lathrop & Gage L.C.  (incorporated  by  reference  to
               Exhibit 5).

          23(b) Consent of KPMG Peat Marwick LLP.

                                       R-6