AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1997

                                                 REGISTRATION NO. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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



                                 SOUTHDOWN, INC.
             (Exact name of registrant as specified in its charter)

          LOUISIANA                               72-0296500
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                Identification No.)

  1200 SMITH STREET, SUITE 2400                     77002
        HOUSTON, TEXAS                            (Zip Code)
(Address of Principal Executive Offices)
                                                   
    
                                 SOUTHDOWN, INC.
                                PHANTOM STOCK AND
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                              (Full title of plan)

                               PATRICK S. BULLARD
                       VICE PRESIDENT AND GENERAL COUNSEL
                                 SOUTHDOWN, INC.
                          1200 SMITH STREET, SUITE 2400
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 650-6200
          (Telephone number, including area code, of agent for service)


<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                                           Proposed                 Proposed
      Title of Securities           Amount to be       Maximum Offering         Maximum Aggregate         Amount of
      to be Registered(1)            Registered         Price Per Share          Offering Price       Registration Fee
    ------------------------    -------------------   ------------------        -------------------  ------------------
<S>                             <C>                   <C>                      <C>                   <C>    

         Common Stock,
        $1.25 par value          250,000 shares(2)        $35.44(3)              $8,860,000(3)           $2,684.85
    ========================     =================      ==============           ================      ===============
<FN>

(1)      Includes the Preferred Stock Purchase Rights issuable pursuant to the Rights Agreement dated March 14, 1991, between
         the Registrant and Chemical Mellon Shareholders Services, Inc.
(2)      Pursuant to Rule 416, includes any additional shares issued pursuant to the antidilution provisions of the Phantom Stock
         and Deferred Compensation Plan for Non-Employee Directors.
(3)      Estimated  solely for the purpose of determining the  registration  fee and  calculated  pursuant  to Rule 457(c) and
        (h) by  reference  to the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on
        April 28, 1997, which was $35.44 per share.
</FN>
</TABLE>


EXHIBIT INDEX LOCATED AT PAGE 9


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*


*        The  information  required  by  Items 1 and 2 of Part I of Form  S-8 is
         omitted  from  this  Registration  Statement  in  accordance  with  the
         introductory Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, or portions of documents,  previously filed by
Southdown, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated herein by reference:

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

          2.   The description of the Company's  Common Stock,  $1.25 par value,
               contained in the Company's Form 8-C dated September 19, 1969.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in 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  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 herein or in any subsequently filed document that also is or is deemed
to be  incorporated  by reference  herein modifies or supersedes such statement.
Any such

                                       -2-

<PAGE>



statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, 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

         The  Louisiana  Business  Corporation  Law ("LBCL")  generally  gives a
corporation  the power to indemnify  any of its  directors  or officers  against
certain expenses,  judgments, fines and amounts paid in settlement in connection
with certain actions, suits or proceedings,  provided generally that such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the  interests of the  corporation  and, with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. In the case of an action by, or in the right of, the corporation,  the
corporation  may indemnify such person against  expenses,  including  attorneys'
fees and amounts paid in settlement not exceeding,  in the judgment of the board
of directors,  the estimated  expense of  litigating  the action to  conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such  action,  and no  indemnification  shall be made in  respect  of any claim,
issue,  or matter as to which such person shall have been adjudged by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
for willful or  intentional  misconduct  in the  performance  of his duty to the
corporation,  unless, and only to the extent that the court shall determine upon
application  that,  despite the adjudication of liability but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.

         Indemnification  provided pursuant to the foregoing  provisions is not,
under the  LBCL,  deemed  exclusive  of any  other  rights  to which the  person
indemnified  is  entitled   under  any  bylaw,   agreement,   authorization   of
shareholders or directors;  however, no such other indemnification measure shall
permit indemnification of any person for the results of such person's willful or
intentional misconduct. In addition, the LBCL contains provisions to the general
effect  that  any  director  shall in the  performance  of his  duties  be fully
protected in relying in good faith upon the records of the  corporation and upon
such information,  opinions, reports or statements presented to the corporation,
the board of  directors,  or any committee  thereof by any of the  corporation's
officers or employees,  or by any committee of the board of directors, or by any
counsel,  appraiser,  engineer  (including a petroleum reservoir  engineer),  or
independent or certified public accountant selected by

                                       -3-

<PAGE>



the board of directors or any committee  thereof with reasonable care, or by any
other  person as to matters the  director  reasonably  believes  are within such
other person's professional or expert competence and which person is selected by
the board of directors or any committee thereof with reasonable care. A director
shall not be liable for the  commission  of a prohibited  act if his dissent was
either noted in the minutes of the meetings or filed promptly  thereafter in the
registered office of the corporation.

         As permitted  under Section  24(C)(4) of the LBCL,  Article XIII of the
Restated  Articles of  Incorporation  of the  Company  eliminates  the  personal
liability  of any  director  or officer to the Company or its  shareholders  for
monetary  damages for breach of fiduciary duty in such capacity,  except for (i)
any breach of the duty of loyalty to the Company or its shareholders;  (ii) acts
or omissions not in good faith or involving intentional  misconduct or a knowing
violation of law; (iii) unlawful payment of dividends or unlawful stock purchase
or  redemption;  or (iv) any  transaction  from  which the  director  or officer
derived an improper personal benefit.

         Article VI,  Section 6 of the Company's  Bylaws  contemplates  that the
Company  shall  indemnify  its  directors  and  officers to the  maximum  extent
permitted by Louisiana law.

         In addition,  the Company has  purchased a liability  insurance  policy
under which its directors and officers are  indemnified  against  certain losses
arising  from  certain  claims that may be made  against them by reason of their
serving in such capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER           DESCRIPTION

     5         Opinions of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood Phelps Weiss Walmsley & Casteix regarding the legality of
               the  shares  of  Common  Stock   covered  by  this   Registration
               Statement.

  23.1         Consents of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood  Phelps  Weiss  Walmsley  &  Casteix  (included  in their
               opinions filed as Exhibit 5 hereto).

  23.2         Consent of Deloitte & Touche LLP


                                       -4-

<PAGE>



    99         Southdown,  Inc. Phantom Stock and Deferred Compensation Plan for
               Non-Employee  Directors  (incorporated  by  reference  to Exhibit
               10.12 to the Registrant's Annual Report on Form 10-K for the year
               ended December 31, 1996.

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 Actof 1933;

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
         not  apply  if  the   information   required   to  be   included  in  a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  registrant
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in this 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 undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by

                                       -5-

<PAGE>



reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (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.



                                       -6-

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on March 31, 1997.

                                            SOUTHDOWN, INC.


                                            By:       CLARENCE C.  COMER
                                               -------------------------------


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                SIGNATURE                                 TITLE                                  DATE
        -----------------------                --------------------------                  ----------------
<S>                                         <C>                                          <C> 


          /S/ CLARENCE C. COMER                    President and Chief                      March 31, 1997
        -------------------------
            Clarence C. Comer                       Executive Officer
                                                      and Director
           /S/ JAMES L. PERSKY                 Executive Vice President --                  March 31, 1997
     ------------------------------
             James L. Persky                   Finance and Administration
          /S/ ALLAN B. KORSAKOV                   Corporate Controller                      March 31, 1997
        ------------------------
            Allan B. Korsakov
             /S/ W. J. CONWAY                           Director                            March 31, 1997
    ---------------------------------
              W. J. Conway
          /S/ V. H. VAN HORN III                        Director                            March 31, 1997
     -------------------------------
           V. H. Van Horn III
        /S/ KILLIAN L. HUGER, JR.                       Director                            March 31, 1997
          Killian L. Huger, Jr.
        /S/ ROBERT G.  POTTER                           Director                            March 31, 1997
       ---------------------------
            Robert G.  Potter
           /S/ FRANK J. RYAN                            Director                            March 31, 1997
    --------------------------------
              Frank J. Ryan


                                       -7-

<PAGE>




           /S/ WHITSON SADLER                           Director                            March 31, 1997
             Whitson Sadler
            /S/ ROBERT J. SLATER                        Director                            March 31, 1997
      -----------------------------

            Robert J. Slater
        /S/ DAVID J. TIPPECONNIC                        Director                            March 31, 1997
       --------------------------
          David J. Tippeconnic
           /S/ RONALD N. TUTOR                          Director                            March 31, 1997
      ----------------------------
             Ronald N. Tutor
         /S/ STEVEN B. WOLITZER                         Director                            March 31, 1997
       --------------------------
           Steven B. Wolitzer

</TABLE>

                                       -8-

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION

    5          Opinions of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood Phelps Weiss Walmsley & Casteix regarding the legality of
               the  shares  of  Common  Stock   covered  by  this   Registration
               Statement.

 23.1          Consents of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood  Phelps  Weiss  Walmsley  &  Casteix  (included  in their
               opinions filed as Exhibit 5 hereto).

 23.2          Consent of Deloitte & Touche LLP

   99          Southdown,  Inc. Phantom Stock and Deferred Compensation Plan for
               Non-Employee  Directors  (incorporated  by  reference  to Exhibit
               10.12 to the Registrant's Annual Report on Form 10-K for the year
               ended December 31, 1996).



                                       -9-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19763}]
{"company-data": {"conformed-name": "SOUTHDOWN INC", "cik": "0000313058", "assigned-sic": "3241", "irs-number": "720296500", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26523", "film-number": "97595824"}, "business-address": {"street1": "1200 SMITH ST STE 2400", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136506200"}, "mail-address": {"street1": "1200 SMITH STREET SUITE 2400", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 1997

                                                 REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 SOUTHDOWN, INC.
             (Exact name of registrant as specified in its charter)

          LOUISIANA                               72-0296500
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                Identification No.)

  1200 SMITH STREET, SUITE 2400                     77002
        HOUSTON, TEXAS                            (Zip Code)
(Address of Principal Executive Offices)
                                                   
    
                                 SOUTHDOWN, INC.
                                PHANTOM STOCK AND
                           DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                              (Full title of plan)

                               PATRICK S. BULLARD
                       VICE PRESIDENT AND GENERAL COUNSEL
                                 SOUTHDOWN, INC.
                          1200 SMITH STREET, SUITE 2400
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 650-6200
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
      Title of Securities           Amount to be       Maximum Offering         Maximum Aggregate         Amount of
      to be Registered(1)            Registered         Price Per Share          Offering Price       Registration Fee
    ------------------------    -------------------   ------------------        -------------------  ------------------
Common Stock,
        $1.25 par value          250,000 shares(2)        $35.44(3)              $8,860,000(3)           $2,684.85
    ========================     =================      ==============           ================      ===============
(1)      Includes the Preferred Stock Purchase Rights issuable pursuant to the Rights Agreement dated March 14, 1991, between
         the Registrant and Chemical Mellon Shareholders Services, Inc.
(2)      Pursuant to Rule 416, includes any additional shares issued pursuant to the antidilution provisions of the Phantom Stock
         and Deferred Compensation Plan for Non-Employee Directors.
(3)      Estimated  solely for the purpose of determining the  registration  fee and  calculated  pursuant  to Rule 457(c) and
        (h) by  reference  to the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on
        April 28, 1997, which was $35.44 per share.
EXHIBIT INDEX LOCATED AT PAGE 9
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*        The  information  required  by  Items 1 and 2 of Part I of Form  S-8 is
         omitted  from  this  Registration  Statement  in  accordance  with  the
         introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, or portions of documents,  previously filed by
Southdown, Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated herein by reference:

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

          2.   The description of the Company's  Common Stock,  $1.25 par value,
               contained in the Company's Form 8-C dated September 19, 1969.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Securities  Exchange Act of 1934, as amended,  subsequent to
the  date  of  this  Registration  Statement  and  prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in 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  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 herein or in any subsequently filed document that also is or is deemed
to be  incorporated  by reference  herein modifies or supersedes such statement.
Any such

                                       -2-
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, 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

         The  Louisiana  Business  Corporation  Law ("LBCL")  generally  gives a
corporation  the power to indemnify  any of its  directors  or officers  against
certain expenses,  judgments, fines and amounts paid in settlement in connection
with certain actions, suits or proceedings,  provided generally that such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the  interests of the  corporation  and, with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful. In the case of an action by, or in the right of, the corporation,  the
corporation  may indemnify such person against  expenses,  including  attorneys'
fees and amounts paid in settlement not exceeding,  in the judgment of the board
of directors,  the estimated  expense of  litigating  the action to  conclusion,
actually and reasonably incurred in connection with the defense or settlement of
such  action,  and no  indemnification  shall be made in  respect  of any claim,
issue,  or matter as to which such person shall have been adjudged by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
for willful or  intentional  misconduct  in the  performance  of his duty to the
corporation,  unless, and only to the extent that the court shall determine upon
application  that,  despite the adjudication of liability but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.

         Indemnification  provided pursuant to the foregoing  provisions is not,
under the  LBCL,  deemed  exclusive  of any  other  rights  to which the  person
indemnified  is  entitled   under  any  bylaw,   agreement,   authorization   of
shareholders or directors;  however, no such other indemnification measure shall
permit indemnification of any person for the results of such person's willful or
intentional misconduct. In addition, the LBCL contains provisions to the general
effect  that  any  director  shall in the  performance  of his  duties  be fully
protected in relying in good faith upon the records of the  corporation and upon
such information,  opinions, reports or statements presented to the corporation,
the board of  directors,  or any committee  thereof by any of the  corporation's
officers or employees,  or by any committee of the board of directors, or by any
counsel,  appraiser,  engineer  (including a petroleum reservoir  engineer),  or
independent or certified public accountant selected by

                                       -3-
the board of directors or any committee  thereof with reasonable care, or by any
other  person as to matters the  director  reasonably  believes  are within such
other person's professional or expert competence and which person is selected by
the board of directors or any committee thereof with reasonable care. A director
shall not be liable for the  commission  of a prohibited  act if his dissent was
either noted in the minutes of the meetings or filed promptly  thereafter in the
registered office of the corporation.

         As permitted  under Section  24(C)(4) of the LBCL,  Article XIII of the
Restated  Articles of  Incorporation  of the  Company  eliminates  the  personal
liability  of any  director  or officer to the Company or its  shareholders  for
monetary  damages for breach of fiduciary duty in such capacity,  except for (i)
any breach of the duty of loyalty to the Company or its shareholders;  (ii) acts
or omissions not in good faith or involving intentional  misconduct or a knowing
violation of law; (iii) unlawful payment of dividends or unlawful stock purchase
or  redemption;  or (iv) any  transaction  from  which the  director  or officer
derived an improper personal benefit.

         Article VI,  Section 6 of the Company's  Bylaws  contemplates  that the
Company  shall  indemnify  its  directors  and  officers to the  maximum  extent
permitted by Louisiana law.

         In addition,  the Company has  purchased a liability  insurance  policy
under which its directors and officers are  indemnified  against  certain losses
arising  from  certain  claims that may be made  against them by reason of their
serving in such capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER           DESCRIPTION

     5         Opinions of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood Phelps Weiss Walmsley & Casteix regarding the legality of
               the  shares  of  Common  Stock   covered  by  this   Registration
               Statement.

  23.1         Consents of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood  Phelps  Weiss  Walmsley  &  Casteix  (included  in their
               opinions filed as Exhibit 5 hereto).

  23.2         Consent of Deloitte & Touche LLP

                                       -4-
99         Southdown,  Inc. Phantom Stock and Deferred Compensation Plan for
               Non-Employee  Directors  (incorporated  by  reference  to Exhibit
               10.12 to the Registrant's Annual Report on Form 10-K for the year
               ended December 31, 1996.

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 Actof 1933;

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
         not  apply  if  the   information   required   to  be   included  in  a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  registrant
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in this 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 undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by

                                       -5-
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (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.

                                       -6-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Houston, State of Texas, on March 31, 1997.

                                            SOUTHDOWN, INC.

                                            By:       CLARENCE C.  COMER
                                               -------------------------------

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                 TITLE                                  DATE
        -----------------------                --------------------------                  ----------------
/S/ CLARENCE C. COMER                    President and Chief                      March 31, 1997
        -------------------------
            Clarence C. Comer                       Executive Officer
                                                      and Director
           /S/ JAMES L. PERSKY                 Executive Vice President --                  March 31, 1997
     ------------------------------
             James L. Persky                   Finance and Administration
          /S/ ALLAN B. KORSAKOV                   Corporate Controller                      March 31, 1997
        ------------------------
            Allan B. Korsakov
             /S/ W. J. CONWAY                           Director                            March 31, 1997
    ---------------------------------
              W. J. Conway
          /S/ V. H. VAN HORN III                        Director                            March 31, 1997
     -------------------------------
           V. H. Van Horn III
        /S/ KILLIAN L. HUGER, JR.                       Director                            March 31, 1997
          Killian L. Huger, Jr.
        /S/ ROBERT G.  POTTER                           Director                            March 31, 1997
       ---------------------------
            Robert G.  Potter
           /S/ FRANK J. RYAN                            Director                            March 31, 1997
    --------------------------------
              Frank J. Ryan

                                       -7-
/S/ WHITSON SADLER                           Director                            March 31, 1997
             Whitson Sadler
            /S/ ROBERT J. SLATER                        Director                            March 31, 1997
      -----------------------------

            Robert J. Slater
        /S/ DAVID J. TIPPECONNIC                        Director                            March 31, 1997
       --------------------------
          David J. Tippeconnic
           /S/ RONALD N. TUTOR                          Director                            March 31, 1997
      ----------------------------
             Ronald N. Tutor
         /S/ STEVEN B. WOLITZER                         Director                            March 31, 1997
       --------------------------
           Steven B. Wolitzer
-8-
EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION

    5          Opinions of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood Phelps Weiss Walmsley & Casteix regarding the legality of
               the  shares  of  Common  Stock   covered  by  this   Registration
               Statement.

 23.1          Consents of Bracewell &  Patterson,  L.L.P.  and Correro  Fishman
               Haygood  Phelps  Weiss  Walmsley  &  Casteix  (included  in their
               opinions filed as Exhibit 5 hereto).

 23.2          Consent of Deloitte & Touche LLP

   99          Southdown,  Inc. Phantom Stock and Deferred Compensation Plan for
               Non-Employee  Directors  (incorporated  by  reference  to Exhibit
               10.12 to the Registrant's Annual Report on Form 10-K for the year
               ended December 31, 1996).

                                       -9-