AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1996

                                                  REGISTRATION NO.  33-________
===============================================================================
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                    ________________
                                        FORM S-8
                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                    ________________
                           OREGON METALLURGICAL CORPORATION
              (Exact name of registrant as specified in its charter)

               OREGON                                              93-0448167
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

         530 34TH AVENUE, S.W.
           ALBANY, OREGON                                               97321
(Address of Principal Executive Offices)                            (Zip Code)

                     OREGON METALLURGICAL CORPORATION SAVINGS PLAN
                                (Full title of the plan)
                                  _______________
                                  Dennis P. Kelly
                               Vice President, Finance
                          Oregon Metallurgical Corporation
                                530 34th Avenue, S.W.
                                Albany, Oregon  97321
                       (Name and address of agent for service)
                                   (541) 967-9000
            (Telephone number, including area code, of agent for service)

                                   Copies to:
                            Carmen M. Calzacorta, Esq.
                             Gregory W. Mallory, Esq.
                           Schwabe, Williamson & Wyatt
                    1211 S.W. Fifth Avenue,18th Floor, Pacwest Center
                         Portland, Oregon 97204 (503) 222-9981

                           CALCULATION OF REGISTRATION FEE
                                  Proposed        Proposed
Title of                          maximum         maximum         Amount of 
securities to      Amount to be   offering price  aggregate       registration
be registered      registered     per unit        offering price  fee
_______________________________________________________________________________
Common stock, $1.00
   par value       600,000(2)       $12.00        $7,200,000(1)    $2,482.76

(1)     Calculated solely for purposes of this offering under Rule 457(h) as 
        follows: 600,000 shares at the proposed maximum offering price of 
        $12.00, based upon the average of the high and low prices of the Common
        Stock on January 9, 1996.
(2)     This Registration Statement covers, in addition, to the number of shares
        of Common Stock stated above, such indeterminate amount of interests to
        be offered or sold pursuant to the plan described herein and such
        indeterminate number of shares of Common Stock as may be granted under
        the plan by reason of the adjustment provisions thereof.
_______________________________________________________________________________
                  This Registration Statement Includes a Total of 23 Pages.
                                Exhibit Index on Page 15.
_______________________________________________________________________________

<PAGE>
                                    PART I
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The following documents listed under this Part 1 and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.

ITEM 1. PLAN INFORMATION.

               The Summary Plan Description for the Oregon Metallurgical
Corporation Savings Plan.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

               The written statement required to be provided to participants
pursuant to this Item is set forth in the Summary Plan Description referenced in
Item 1 above.

                                  I - 1

<PAGE>
                                 PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Oregon Metallurgical Corporation (the "Registrant") files this
Registration Statement with the Securities and Exchange Commission
("Commission") on Form S-8 to register a total of 600,000 shares of the
Registrant's Common Stock for issuance pursuant to the Registrant's Savings
Plan.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

               The Registrant incorporates by reference into this Registration
Statement the following documents previously filed with, or furnished to, the
Commission:

               (a)     The Registrant's latest annual report on Form 10-K filed
               pursuant to Sections 13(a) or 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act").

               (b)     All other reports filed by the Registrant pursuant to
               Sections 13(a) or 15(d) of the Exchange Act since the end of
               the fiscal year covered by the annual report on Form 10-K
               referred to in (a) above.

               (c)     The description of the class of securities that is
               contained in a registration statement filed under the
               Exchange Act, including any amendment or report filed for the
               purpose of updating such description.

               All documents filed by the Registrant or a plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.

               Any statement made 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
contained herein or in any other subsequently filed document which is also
incorporated or 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 superseded, to constitute a part of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

                                    II - 1

<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Oregon Business Corporation Act (the "OBCA") permits a
corporation to include in its articles of incorporation a provision limiting or
eliminating personal liability of a director to the corporation and its
shareholders for monetary damages for conduct as a director, except for (a) any
breach of the director's duty of loyalty to the corporation or its shareholders;
(b) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (c) any unlawful distribution; and (d) any
transaction from which the director derived an improper personal benefit.  OBCA
permits indemnification of officers and directors of the Registrant under
certain conditions and subject to certain limitations.  Section 60.411 of the
OBCA also provides that a corporation has the power to purchase and maintain
insurance on behalf of an individual against any liability asserted against or
incurred by the individual who is or was a director, officer, employee or agent
of the corporation or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, even if the corporation had no power to indemnify the individual
against such liability under the provisions of Sections 60.391 or 60.394.

               Article VII of the Articles of Incorporation, as restated and
amended, of the Registrant provides as follows:

               A.  The Corporation shall have the power to indemnify to the
               fullest extent not prohibited by law any person who is made
               or threatened to be made a party to, witness in, or otherwise
               involved in, any action, suit or proceeding, whether civil,
               criminal, administrative, investigative, legislative, formal
               or informal, internal or external or otherwise (including an
               action, suit or proceeding by or in the right of the
               Corporation) by reason of the fact that the person is or was
               a director, officer, employee or agent of the Corporation or
               a fiduciary within the meaning of the Employee Retirement
               Income Security Act of 1974 with respect to any employee
               benefit plan of the Corporation, or serves or served at the
               request of the Corporation as a director, officer, employee
               or agent or as a fiduciary of an employee benefit plan, or
               another corporation, partnership, joint venture, trust, or
               other enterprise.  Any indemnification provided pursuant to
               this Article shall not be exclusive of any rights to which
               the persons indemnified may otherwise be entitled under any
               articles of incorporation, bylaw, agreement, statute, policy
               of insurance, vote of shareholders or Board of Directors, or
               otherwise, which exists at or subsequent to the time such
               person incurs or becomes subject to such liability and
               expense.

               B.  To the fullest extent not prohibited by law, no director
               of the Corporation shall be personally liable to the
               Corporation or its shareholders for monetary damages for
               conduct as a director.  No amendment or repeal of this
               Article, nor the adoption of any provision of these Articles
               of Incorporation inconsistent with this Article, nor a change
               in the law, shall adversely affect any right or protection
               that is based upon this Paragraph B and pertains to conduct
               that occurred prior to the time of such amendment, repeal,
               adoption or change.  No change in the law shall reduce or
               eliminate the rights and protections set forth in this
               Paragraph B unless the change in the law specifically
               requires such reduction or elimination.  If the Oregon
               Business Corporation Act is amended after this Article
               becomes effective to authorize corporate action further
               eliminating or limiting the personal 

                                     II - 2

<PAGE>
               liability of directors of the Corporation, then the liability of
               directors of the Corporation shall be eliminated or limited to
               the fullest extent not prohibited by the Oregon Business
               Corporation Act as so amended.

               Article XXVIII of the Registrant's Bylaws provides for
indemnification of the Registrant's officers and directors to the fullest
extent not prohibited by law.  Article XXVIII, Section 8 of the Registrant's
Bylaws provides that Registrant may purchase insurance on behalf of any person
required or permitted to be indemnified pursuant to Article XXVIII upon
approval by the Board of Directors of Registrant.

               Section 7.7 of the Registrant's Savings Plan provides:

               The Company shall indemnify and defend each member of the
               Committee and each of its other Employees against any and all
               claims, loss, damages, expenses (including reasonable
               attorney fees), and liability arising in connection with the
               administration of the Plan, except when the same is
               judicially determined to be due to the gross negligence or
               willful misconduct of such member or other Employee.

ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NUMBER                        DESCRIPTION OF EXHIBIT

        4                     Specimen Common Stock Certificate (filed
                              previously).
        5.1                   Opinion of Schwabe, Williamson & Wyatt, P.C. (and
                              Consent).
        5.2                   Undertaking E. included on page II-4.
        23.1                  Consent of Independent Public Accountants -
                              Coopers & Lybrand, L.L.P.
        23.2                  Consent of Schwabe, Williamson & Wyatt, P.C. is
                              contained in Exhibit 5.1.
        24                    Powers of Attorney of directors and officers of
                              the Registrant are included on page II-5.


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 this 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 this Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; PROVIDED, however, that clauses
(1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be included in a post-
effective amendment by those clauses 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 Securities Exchange Act of 1934 that are incorporated by
reference into this Registration Statement; (2) that for the purpose of
determining any liability under the Securities Act of 1933, 

                                  II - 3

<PAGE>
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 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 (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 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.

               D.      The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

               E.      The undersigned Registrant hereby undertakes to submit
the Oregon Metallurgical Corporation Savings Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Savings Plan.

                                  II - 4

<PAGE>
                                SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on January 2, 1996.


                                             OREGON METALLURGICAL CORPORATION


                                             By /s/ Carlos E. Aguirre
                                             ___________________________________
                                             Carlos E. Aguirre, President,
                                             Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

/s/ Carlos E. Aguirre        Jan. 2, 1996      President, Chief Executive
_________________________                      Officer & Director
Carlos E. Aguirre                              (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5

<PAGE>
                              SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.


                                       OREGON METALLURGICAL CORPORATION


                                       By ______________________________________
                                          Carlos E. Aguirre, President,
                                          Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

/s/ Dennis P. Kelly          Jan. 9, 1996      Vice President, Finance
_________________________                      (Principal Financial Officer
Dennis P. Kelly                                and Principal Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    ____ ___, 1995    Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

/s/ Roger V. Carter          Jan. 3, 1996      Director
_________________________
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                 II - 5

<PAGE>
                              SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.


                                          OREGON METALLURGICAL CORPORATION


                                          By ___________________________________
                                             Carlos E. Aguirre, President,
                                             Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive
                                               Officer)

/s/ Howard T. Cusic          12-27, 1995       Chairman, Board of
_________________________                      Directors
Howard T. Cusic

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5

<PAGE>
                              SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.


                                         OREGON METALLURGICAL CORPORATION


                                         By ____________________________________
                                            Carlos E. Aguirre, President,
                                            Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

/s/ Nicholas P. Collins      Dec. 31, 1995     Director
_________________________
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5

<PAGE>
                              SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.


                                          OREGON METALLURGICAL CORPORATION


                                         By ____________________________________
                                            Carlos E. Aguirre, President,
                                            Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

/s/ David H. Leonard         12/27, 1995       Director
_________________________
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5

<PAGE>
                               SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.


                                         OREGON METALLURGICAL CORPORATION


                                         By ____________________________________
                                            Carlos E. Aguirre, President,
                                            Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

/s/ James A. Paddock         Jan. 2, 1996      Director
_________________________
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5

<PAGE>
        THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on January 10, 1996.


                                    OREGON METALLURGICAL CORPORATION
                                    SAVINGS PLAN

                                    Trustee: Key Trust Company of the Northwest

                                    By /s/ Roger L.P. Green
                                       _________________________________________
                                       Roger L.P. Greene, Vice President

                                    And /s/ Arlene Fraser
                                        ________________________________________
                                        Arlene Fraser, Vice President and Senior
                                        Trust Officer

                                II - 6

<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                               EXHIBITS 

                                  TO

                               FORM S-8

                                 UNDER 

                         SECURITIES ACT OF 1933

                     OREGON METALLURGICAL CORPORATION


<PAGE>
                           EXHIBIT INDEX


EXHIBIT NUMBER       DESCRIPTION OF EXHIBIT        SEQUENTIAL PAGE NUMBER


     4               Specimen Common Stock Certificate
                     (filed previously).
     5.1             Opinion of Schwabe, Williamson
                     & Wyatt, P.C. (and Consent).                  16
     5.2             Undertaking E. included on page II-4.         19
     23.1            Consent of Independent Public Accountants -   20
                     Coopers & Lybrand, L.L.P.
     23.2            Consent of Schwabe, Williamson & Wyatt,       22
                     P.C. is contained in Exhibit 5.1.
     24              Powers of Attorney of directors and           23
                     officers of the Registrant are
                     included on page II-5.
[{"type": "S-8", "sequence": "1", "description": "OREMET S-8", "secsgml_size_bytes": 39693}]
{"company-data": {"conformed-name": "OREGON METALLURGICAL CORP", "cik": "0000074856", "assigned-sic": "3350", "irs-number": "930448167", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00167", "film-number": "96502929"}, "business-address": {"street1": "530 W 34TH AVE", "street2": "P O BOX 580", "city": "ALBANY", "state": "OR", "zip": "97321", "phone": "5039264281"}, "mail-address": {"street1": "530 34TH AVENUE SW", "street2": "PO BOX 580", "city": "ALBANY", "state": "OR", "zip": "97321"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 1996

                                                  REGISTRATION NO.  33-________
===============================================================================
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                    ________________
                                        FORM S-8
                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                    ________________
                           OREGON METALLURGICAL CORPORATION
              (Exact name of registrant as specified in its charter)

               OREGON                                              93-0448167
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

         530 34TH AVENUE, S.W.
           ALBANY, OREGON                                               97321
(Address of Principal Executive Offices)                            (Zip Code)

                     OREGON METALLURGICAL CORPORATION SAVINGS PLAN
                                (Full title of the plan)
                                  _______________
                                  Dennis P. Kelly
                               Vice President, Finance
                          Oregon Metallurgical Corporation
                                530 34th Avenue, S.W.
                                Albany, Oregon  97321
                       (Name and address of agent for service)
                                   (541) 967-9000
            (Telephone number, including area code, of agent for service)

                                   Copies to:
                            Carmen M. Calzacorta, Esq.
                             Gregory W. Mallory, Esq.
                           Schwabe, Williamson & Wyatt
                    1211 S.W. Fifth Avenue,18th Floor, Pacwest Center
                         Portland, Oregon 97204 (503) 222-9981

                           CALCULATION OF REGISTRATION FEE
                                  Proposed        Proposed
Title of                          maximum         maximum         Amount of 
securities to      Amount to be   offering price  aggregate       registration
be registered      registered     per unit        offering price  fee
_______________________________________________________________________________
Common stock, $1.00
   par value       600,000(2)       $12.00        $7,200,000(1)    $2,482.76

(1)     Calculated solely for purposes of this offering under Rule 457(h) as 
        follows: 600,000 shares at the proposed maximum offering price of 
        $12.00, based upon the average of the high and low prices of the Common
        Stock on January 9, 1996.
(2)     This Registration Statement covers, in addition, to the number of shares
        of Common Stock stated above, such indeterminate amount of interests to
        be offered or sold pursuant to the plan described herein and such
        indeterminate number of shares of Common Stock as may be granted under
        the plan by reason of the adjustment provisions thereof.
_______________________________________________________________________________
                  This Registration Statement Includes a Total of 23 Pages.
                                Exhibit Index on Page 15.
_______________________________________________________________________________
PART I
            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The following documents listed under this Part 1 and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.

ITEM 1. PLAN INFORMATION.

               The Summary Plan Description for the Oregon Metallurgical
Corporation Savings Plan.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

               The written statement required to be provided to participants
pursuant to this Item is set forth in the Summary Plan Description referenced in
Item 1 above.

                                  I - 1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               Oregon Metallurgical Corporation (the "Registrant") files this
Registration Statement with the Securities and Exchange Commission
("Commission") on Form S-8 to register a total of 600,000 shares of the
Registrant's Common Stock for issuance pursuant to the Registrant's Savings
Plan.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

               The Registrant incorporates by reference into this Registration
Statement the following documents previously filed with, or furnished to, the
Commission:

               (a)     The Registrant's latest annual report on Form 10-K filed
               pursuant to Sections 13(a) or 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act").

               (b)     All other reports filed by the Registrant pursuant to
               Sections 13(a) or 15(d) of the Exchange Act since the end of
               the fiscal year covered by the annual report on Form 10-K
               referred to in (a) above.

               (c)     The description of the class of securities that is
               contained in a registration statement filed under the
               Exchange Act, including any amendment or report filed for the
               purpose of updating such description.

               All documents filed by the Registrant or a plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.

               Any statement made 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
contained herein or in any other subsequently filed document which is also
incorporated or 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 superseded, to constitute a part of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

               The class of securities to be offered is registered under Section
12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

                                    II - 1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Oregon Business Corporation Act (the "OBCA") permits a
corporation to include in its articles of incorporation a provision limiting or
eliminating personal liability of a director to the corporation and its
shareholders for monetary damages for conduct as a director, except for (a) any
breach of the director's duty of loyalty to the corporation or its shareholders;
(b) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (c) any unlawful distribution; and (d) any
transaction from which the director derived an improper personal benefit.  OBCA
permits indemnification of officers and directors of the Registrant under
certain conditions and subject to certain limitations.  Section 60.411 of the
OBCA also provides that a corporation has the power to purchase and maintain
insurance on behalf of an individual against any liability asserted against or
incurred by the individual who is or was a director, officer, employee or agent
of the corporation or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, even if the corporation had no power to indemnify the individual
against such liability under the provisions of Sections 60.391 or 60.394.

               Article VII of the Articles of Incorporation, as restated and
amended, of the Registrant provides as follows:

               A.  The Corporation shall have the power to indemnify to the
               fullest extent not prohibited by law any person who is made
               or threatened to be made a party to, witness in, or otherwise
               involved in, any action, suit or proceeding, whether civil,
               criminal, administrative, investigative, legislative, formal
               or informal, internal or external or otherwise (including an
               action, suit or proceeding by or in the right of the
               Corporation) by reason of the fact that the person is or was
               a director, officer, employee or agent of the Corporation or
               a fiduciary within the meaning of the Employee Retirement
               Income Security Act of 1974 with respect to any employee
               benefit plan of the Corporation, or serves or served at the
               request of the Corporation as a director, officer, employee
               or agent or as a fiduciary of an employee benefit plan, or
               another corporation, partnership, joint venture, trust, or
               other enterprise.  Any indemnification provided pursuant to
               this Article shall not be exclusive of any rights to which
               the persons indemnified may otherwise be entitled under any
               articles of incorporation, bylaw, agreement, statute, policy
               of insurance, vote of shareholders or Board of Directors, or
               otherwise, which exists at or subsequent to the time such
               person incurs or becomes subject to such liability and
               expense.

               B.  To the fullest extent not prohibited by law, no director
               of the Corporation shall be personally liable to the
               Corporation or its shareholders for monetary damages for
               conduct as a director.  No amendment or repeal of this
               Article, nor the adoption of any provision of these Articles
               of Incorporation inconsistent with this Article, nor a change
               in the law, shall adversely affect any right or protection
               that is based upon this Paragraph B and pertains to conduct
               that occurred prior to the time of such amendment, repeal,
               adoption or change.  No change in the law shall reduce or
               eliminate the rights and protections set forth in this
               Paragraph B unless the change in the law specifically
               requires such reduction or elimination.  If the Oregon
               Business Corporation Act is amended after this Article
               becomes effective to authorize corporate action further
               eliminating or limiting the personal 

                                     II - 2
liability of directors of the Corporation, then the liability of
               directors of the Corporation shall be eliminated or limited to
               the fullest extent not prohibited by the Oregon Business
               Corporation Act as so amended.

               Article XXVIII of the Registrant's Bylaws provides for
indemnification of the Registrant's officers and directors to the fullest
extent not prohibited by law.  Article XXVIII, Section 8 of the Registrant's
Bylaws provides that Registrant may purchase insurance on behalf of any person
required or permitted to be indemnified pursuant to Article XXVIII upon
approval by the Board of Directors of Registrant.

               Section 7.7 of the Registrant's Savings Plan provides:

               The Company shall indemnify and defend each member of the
               Committee and each of its other Employees against any and all
               claims, loss, damages, expenses (including reasonable
               attorney fees), and liability arising in connection with the
               administration of the Plan, except when the same is
               judicially determined to be due to the gross negligence or
               willful misconduct of such member or other Employee.

ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT NUMBER                        DESCRIPTION OF EXHIBIT

        4                     Specimen Common Stock Certificate (filed
                              previously).
        5.1                   Opinion of Schwabe, Williamson & Wyatt, P.C. (and
                              Consent).
        5.2                   Undertaking E. included on page II-4.
        23.1                  Consent of Independent Public Accountants -
                              Coopers & Lybrand, L.L.P.
        23.2                  Consent of Schwabe, Williamson & Wyatt, P.C. is
                              contained in Exhibit 5.1.
        24                    Powers of Attorney of directors and officers of
                              the Registrant are included on page II-5.

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 this 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 this Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; PROVIDED, however, that clauses
(1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be included in a post-
effective amendment by those clauses 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 Securities Exchange Act of 1934 that are incorporated by
reference into this Registration Statement; (2) that for the purpose of
determining any liability under the Securities Act of 1933, 

                                  II - 3
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 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 (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 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.

               D.      The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

               E.      The undersigned Registrant hereby undertakes to submit
the Oregon Metallurgical Corporation Savings Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Savings Plan.

                                  II - 4
SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on January 2, 1996.

                                             OREGON METALLURGICAL CORPORATION

                                             By /s/ Carlos E. Aguirre
                                             ___________________________________
                                             Carlos E. Aguirre, President,
                                             Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

/s/ Carlos E. Aguirre        Jan. 2, 1996      President, Chief Executive
_________________________                      Officer & Director
Carlos E. Aguirre                              (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5
SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.

                                       OREGON METALLURGICAL CORPORATION

                                       By ______________________________________
                                          Carlos E. Aguirre, President,
                                          Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

/s/ Dennis P. Kelly          Jan. 9, 1996      Vice President, Finance
_________________________                      (Principal Financial Officer
Dennis P. Kelly                                and Principal Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    ____ ___, 1995    Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

/s/ Roger V. Carter          Jan. 3, 1996      Director
_________________________
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                 II - 5
SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.

                                          OREGON METALLURGICAL CORPORATION

                                          By ___________________________________
                                             Carlos E. Aguirre, President,
                                             Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive
                                               Officer)

/s/ Howard T. Cusic          12-27, 1995       Chairman, Board of
_________________________                      Directors
Howard T. Cusic

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5
SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.

                                         OREGON METALLURGICAL CORPORATION

                                         By ____________________________________
                                            Carlos E. Aguirre, President,
                                            Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

/s/ Nicholas P. Collins      Dec. 31, 1995     Director
_________________________
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5
SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.

                                          OREGON METALLURGICAL CORPORATION

                                         By ____________________________________
                                            Carlos E. Aguirre, President,
                                            Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

/s/ David H. Leonard         12/27, 1995       Director
_________________________
David H. Leonard

_________________________    _____ ___, 1995   Director
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5
SIGNATURES

        THE REGISTRANT.  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 Albany, State of Oregon, on December ___, 1995.

                                         OREGON METALLURGICAL CORPORATION

                                         By ____________________________________
                                            Carlos E. Aguirre, President,
                                            Chief Executive Officer & Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Carlos E. Aguirre and Dennis P. Kelly his
true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and 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 each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done hereof.

        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 date indicated.

_________________________    _____ ___, 1995   Vice President, Finance
Dennis P. Kelly                                (Principal Financial
                                               Officer and Principal
                                               Accounting Officer)

                                               BOARD OF DIRECTORS

_________________________    _____ ___, 1995   President, Chief Executive
Carlos E. Aguirre                              Officer & Director
                                               (Principal Executive Officer)

_________________________    _____ ___, 1995   Chairman, Board of
Howard T. Cusic                                Directors

_________________________    _____ ___, 1995   Director
Gilbert E. Bezar

_________________________    _____ ___, 1995   Director
Robert P. Booth

_________________________    _____ ___, 1995   Director
Roger V. Carter

_________________________    _____ ___, 1995   Director
Nicholas P. Collins

_________________________    _____ ___, 1995   Director
David H. Leonard

/s/ James A. Paddock         Jan. 2, 1996      Director
_________________________
James S. Paddock

_________________________    _____ ___, 1995   Director
James R. Pate

                                II - 5
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on January 10, 1996.

                                    OREGON METALLURGICAL CORPORATION
                                    SAVINGS PLAN

                                    Trustee: Key Trust Company of the Northwest

                                    By /s/ Roger L.P. Green
                                       _________________________________________
                                       Roger L.P. Greene, Vice President

                                    And /s/ Arlene Fraser
                                        ________________________________________
                                        Arlene Fraser, Vice President and Senior
                                        Trust Officer

                                II - 6
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                               EXHIBITS 

                                  TO

                               FORM S-8

                                 UNDER 

                         SECURITIES ACT OF 1933

                     OREGON METALLURGICAL CORPORATION
EXHIBIT INDEX

EXHIBIT NUMBER       DESCRIPTION OF EXHIBIT        SEQUENTIAL PAGE NUMBER

     4               Specimen Common Stock Certificate
                     (filed previously).
     5.1             Opinion of Schwabe, Williamson
                     & Wyatt, P.C. (and Consent).                  16
     5.2             Undertaking E. included on page II-4.         19
     23.1            Consent of Independent Public Accountants -   20
                     Coopers & Lybrand, L.L.P.
     23.2            Consent of Schwabe, Williamson & Wyatt,       22
                     P.C. is contained in Exhibit 5.1.
     24              Powers of Attorney of directors and           23
                     officers of the Registrant are
                     included on page II-5.