As filed with the Securities and Exchange Commission on January 2, 1997

                                                Registration No.
                                                                 ---------
=============================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        ------------------

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

                  MEMC Electronic Materials, Inc.
      (Exact name of Registrant as specified in its charter)

Delaware                                         56-1505767
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)         Identification Number)

                          501 Pearl Drive
                    St. Peters, Missouri 63376
             (Address of Principal Executive Offices)

                   MEMC Retirement Savings Plan
                     (Full title of the plan)
                        ------------------

                        HELENE F. HENNELLY
                  MEMC Electronic Materials, Inc.
                          501 Pearl Drive
                    St. Peters, Missouri  63376
              (Name and address of agent for service)

                          (314) 279-5500
   (Telephone number, including area code, of agent for service)
                        ------------------
<TABLE>
===============================================================================
                      CALCULATION OF REGISTRATION FEE
===============================================================================
<CAPTION>
                                                  
  Title of                      Proposed          Proposed 
 Securities      Amount          Maximum          Maximum         Amount of
   to be          to be       Offering Price     Aggregate       Registration
 Registered     Registered      Per Share      Offering Price        Fee
------------    ----------     -------------   ----------------  -----------   
<S>             <C>            <C>             <C>              <C>

Common Stock    3,000,000<F1>  $23.0625<F2>    $69,187,500<F2>  $20,965.91<F2>
par value $.01 
  per share
===============================================================================

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of participation interests to be offered or sold pursuant
to the MEMC Retirement Savings Plan

<FN>
<F1>     Plus such additional shares as may be issued by reason of
         stock splits, stock dividends or similar transactions.

<F2>     The proposed maximum offering price per share and the maximum
         aggregate offering price are estimated for the sole purpose
         of calculating the amount of the registration fee.  The
         maximum offering price per share is based on the average of
         the high and low sale prices of the Common Stock as reported
         in the Wall Street Journal for the "New York Stock Exchange -- 
         Composite Transactions for December 27, 1996, pursuant to
         Rule 457(h).
</FN>
</TABLE>


                              Part II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)  The Annual Report of MEMC Electronic Materials,
    Inc. (the "Company") on Form 10-K for the year ended December
    31, 1995, dated March 22, 1996, filed pursuant to Section 13(a) 
    of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b)  (1)  the Registrant's Current Report on Form 8-K
    dated March 18, 1996.

              (2)  the Registrant's Quarterly Report on Form 10-Q
         for the three months ended March 31, 1996, dated May 1,
         1996.

              (3)  the Registrant's Quarterly Report on Form 10-Q
         for the three months ended June 30, 1996, dated August
         12, 1996. 

              (4)  the Registrant's Current Report on Form 8-K
         dated September 10, 1996.

              (5)  the Registrant's Quarterly Report on Form 10-Q
         for the three months ended September 30, 1996, dated
         November 13, 1996.

         (c)  the description of the Registrant's common stock,
    par value $.01 per share, contained in the Registrant's
    Registration Statement on Form 8-A (File No. 1-13828) for
    registration of such common stock under the Securities
    Exchange Act of 1934, as amended (the "Exchange Act").

         All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, including annual reports on Form 11-K which may be deemed to
be filed by the MEMC Retirement Savings Plan, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part thereof from the date of filing of such
reports and documents.  Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         As of the date of this Registration Statement, certain
members and employees of the law firm of Thompson Coburn own in
excess of $50,000 in market value of MEMC common stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law
provides, in summary, that directors and officers of Delaware
corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer, if they
acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the company, and, with
respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful; provided
that no indemnification may be made against expenses in respect of
any claim, issue or matter as to which they shall have been
adjudged to be liable to the company, unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnification for each of
expenses which the court shall deem proper.  The Restated
Certificate of Incorporation of the Registrant permits
indemnification of its directors and officers to the maximum
extent permitted by Delaware law, as the same may be amended from
time to time.

         The Registrant has in effect a directors and officers
liability insurance policy indemnifying the directors and officers
of the Registrant for certain liability incurred by them,
including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").  The Registrant pays the entire premium of
this policy.

         The Registrant's Restated Certificate of Incorporation
contains a provision that eliminates the personal liability of
directors of the Registrant for monetary damages for certain
breaches of fiduciary duty, as permitted by Section 102(b)(7) of
the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index.

Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

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

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

              (ii) To reflect in the prospectus any facts or
         events arising after the effective date of the
         registration statement (or the most recent post-effective amendment 
         thereof) which, individually or in the aggregate, represent a
         fundamental change in the information set forth in the registration
         statement.  Notwithstanding the foregoing, any increase or decrease
         in volume of securities offered (if the total dollar
         value of securities offered would not exceed that which
         was registered) and any deviation from the low or high
         end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the
         Commission pursuant to Rule 424(b) if, in the aggregate,
         the changes in volume and price represent no more than a
         20% change in the maximum aggregate offering price set
         forth in the "Calculation of Registration Fee" table in
         the effective 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) of
this section 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 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 Securities Exchange Act of 1934 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 (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 the
registration statement shall be deemed to be a new registration
statement relating to the securities being offered therein, and
the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (h)  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.


                            SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Peters, State of Missouri on
January 2, 1997.

                             MEMC ELECTRONIC MATERIALS, INC.


                             By:  /s/ Ludger H. Viefhues
                                  ---------------------------
                             Name:   Ludger H. Viefhues
                             Title:  Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the indicated capacities on January 2,
1997.

Signature                         Title               Date
---------                         -----               ----

/s/ Dr. Erhard Meyer-Galow   Chairman of the    )
--------------------------   Board of Directors )
Dr. Erhard Meyer-Galow                          )
                                                )
/s/ H. Jurgen Biangardi      Director           )
--------------------------                      )
H. Jurgen Biangardi                             )
                                                ) January 2, 1997
/s/ Armin-Peter Bode         Director           )
--------------------------                      )
Armin-Peter Bode                                )
                                                )


Signature                         Title               Date
---------                         -----               ----

/s/ Willem D. Maris          Director           )
--------------------------                      )
Willem D. Maris                                 )
                                                )
/s/ Roger D. McDaniel        Director           )
--------------------------                      )
Roger D. McDaniel                               )
                                                )
/s/ Paul T. O'Brien          Director           )
--------------------------                      )
Paul T. O'Brien                                 )
                                                )
/s/ Dr. Robert M. Sandfort   President, Chief   )
--------------------------   Operating Officer  )
Dr. Robert M. Sandfort       and Director       )
                                                )
/s/ Michael B. Smith         Director           )
--------------------------                      )
Michael B. Smith                                )
                                                ) January 2, 1997
/s/ James M. Stolze          Executive Vice     )
--------------------------   President and Chief)
James M. Stolze              Financial Officer  )
                           (Principal Financial )
                             Officer)           )
                           (Principal Accounting)
                             Officer)           )
                                                )
/s/ Ludger H. Viefhues       Chief Executive    )
--------------------------   Officer and        )
Ludger H. Viefhues           Director           )
                           (Principal Executive )
                             Officer)           )


    Pursuant to the requirements of the Securities Act of 1933, the
MEMC Retirement Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Peters, State of Missouri on
January 2, 1997.


                             MEMC RETIREMENT SAVINGS PLAN

                             By:  BENEFITS COMMITTEE (as Plan
                                  Administrator)


                             By:  /s/ Margaret B. Stonum
                                  -----------------------------
                             Name:   Margaret B. Stonum
                             Title:  Director, Benefits
                                     



                            Exhibit Index
Exhibit
Number*       Description
------------  -----------

4             Omitted -- Inapplicable.

5(i)          Omitted as inapplicable pursuant to Item 8 of Form S-8 which
              provides that a legal opinion as to the 
              legality of the securities being registered is
              required only with respect to original issuance
              securities.  The common stock being registered hereby
              will be purchased in the open market only.

5(ii)(B).1    Reproduction of Determination Letter from the
              Internal Revenue Service dated September 26, 1995 to
              the Registrant with respect to the MEMC Electronic
              Materials Inc. Pension Plan for Hourly Paid
              Employees.

5(ii)(B).2    Reproduction of Determination Letter from the
              Internal Revenue Service dated September 26, 1995 to
              the Registrant with respect to the MEMC Electronic
              Materials Inc. Retirement Savings Plan.

5(ii)(B).3    Reproduction of legal opinion of Thompson Coburn
              dated December 10, 1996 that there have been no
              material changes in the plans affecting qualification
              requirements under Section 401(a) of the Internal
              Revenue Code since September 26, 1995.

15            Omitted -- Inapplicable

23.1          Consent of KPMG Peat Marwick LLP

23.2          Consent of KPMG San Tong & Co.

23.3          Consent of Thompson Coburn (Included in Exhibit 5(ii)(B).3 above).

24            Powers of Attorney (See Signature Page).

28            Omitted -- Inapplicable

*     Numbers correspond to document numbers in Exhibit Table of Item
      601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18835}]
{"company-data": {"conformed-name": "MEMC ELECTRONIC MATERIALS INC", "cik": "0000945436", "assigned-sic": "3674", "irs-number": "561505767", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19159", "film-number": "97500166"}, "business-address": {"street1": "501 PEARL DR", "city": "ST PETERS", "state": "MO", "zip": "63376", "phone": "3142795500"}}
As filed with the Securities and Exchange Commission on January 2, 1997

                                                Registration No.
                                                                 ---------
=============================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        ------------------

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

                  MEMC Electronic Materials, Inc.
      (Exact name of Registrant as specified in its charter)

Delaware                                         56-1505767
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)         Identification Number)

                          501 Pearl Drive
                    St. Peters, Missouri 63376
             (Address of Principal Executive Offices)

                   MEMC Retirement Savings Plan
                     (Full title of the plan)
                        ------------------

                        HELENE F. HENNELLY
                  MEMC Electronic Materials, Inc.
                          501 Pearl Drive
                    St. Peters, Missouri  63376
              (Name and address of agent for service)

                          (314) 279-5500
   (Telephone number, including area code, of agent for service)
                        ------------------

===============================================================================
                      CALCULATION OF REGISTRATION FEE
===============================================================================
Title of                      Proposed          Proposed 
 Securities      Amount          Maximum          Maximum         Amount of
   to be          to be       Offering Price     Aggregate       Registration
 Registered     Registered      Per Share      Offering Price        Fee
------------    ----------     -------------   ----------------  -----------
Common Stock    3,000,000
$23.0625
$69,187,500
$20,965.91
par value $.01 
  per share
===============================================================================

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of participation interests to be offered or sold pursuant
to the MEMC Retirement Savings Plan
Plus such additional shares as may be issued by reason of
         stock splits, stock dividends or similar transactions.
The proposed maximum offering price per share and the maximum
         aggregate offering price are estimated for the sole purpose
         of calculating the amount of the registration fee.  The
         maximum offering price per share is based on the average of
         the high and low sale prices of the Common Stock as reported
         in the Wall Street Journal for the "New York Stock Exchange -- 
         Composite Transactions for December 27, 1996, pursuant to
         Rule 457(h).
Part II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)  The Annual Report of MEMC Electronic Materials,
    Inc. (the "Company") on Form 10-K for the year ended December
    31, 1995, dated March 22, 1996, filed pursuant to Section 13(a) 
    of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (b)  (1)  the Registrant's Current Report on Form 8-K
    dated March 18, 1996.

              (2)  the Registrant's Quarterly Report on Form 10-Q
         for the three months ended March 31, 1996, dated May 1,
         1996.

              (3)  the Registrant's Quarterly Report on Form 10-Q
         for the three months ended June 30, 1996, dated August
         12, 1996. 

              (4)  the Registrant's Current Report on Form 8-K
         dated September 10, 1996.

              (5)  the Registrant's Quarterly Report on Form 10-Q
         for the three months ended September 30, 1996, dated
         November 13, 1996.

         (c)  the description of the Registrant's common stock,
    par value $.01 per share, contained in the Registrant's
    Registration Statement on Form 8-A (File No. 1-13828) for
    registration of such common stock under the Securities
    Exchange Act of 1934, as amended (the "Exchange Act").

         All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, including annual reports on Form 11-K which may be deemed to
be filed by the MEMC Retirement Savings Plan, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part thereof from the date of filing of such
reports and documents.  Any statement incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         As of the date of this Registration Statement, certain
members and employees of the law firm of Thompson Coburn own in
excess of $50,000 in market value of MEMC common stock.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law
provides, in summary, that directors and officers of Delaware
corporations are entitled, under certain circumstances, to be
indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought
against them in their capacity as a director or officer, if they
acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the company, and, with
respect to any criminal action or proceeding, if they had no
reasonable cause to believe their conduct was unlawful; provided
that no indemnification may be made against expenses in respect of
any claim, issue or matter as to which they shall have been
adjudged to be liable to the company, unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnification for each of
expenses which the court shall deem proper.  The Restated
Certificate of Incorporation of the Registrant permits
indemnification of its directors and officers to the maximum
extent permitted by Delaware law, as the same may be amended from
time to time.

         The Registrant has in effect a directors and officers
liability insurance policy indemnifying the directors and officers
of the Registrant for certain liability incurred by them,
including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").  The Registrant pays the entire premium of
this policy.

         The Registrant's Restated Certificate of Incorporation
contains a provision that eliminates the personal liability of
directors of the Registrant for monetary damages for certain
breaches of fiduciary duty, as permitted by Section 102(b)(7) of
the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index.

Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

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

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

              (ii) To reflect in the prospectus any facts or
         events arising after the effective date of the
         registration statement (or the most recent post-effective amendment 
         thereof) which, individually or in the aggregate, represent a
         fundamental change in the information set forth in the registration
         statement.  Notwithstanding the foregoing, any increase or decrease
         in volume of securities offered (if the total dollar
         value of securities offered would not exceed that which
         was registered) and any deviation from the low or high
         end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the
         Commission pursuant to Rule 424(b) if, in the aggregate,
         the changes in volume and price represent no more than a
         20% change in the maximum aggregate offering price set
         forth in the "Calculation of Registration Fee" table in
         the effective 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) of
this section 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 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 Securities Exchange Act of 1934 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 (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 the
registration statement shall be deemed to be a new registration
statement relating to the securities being offered therein, and
the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

    (h)  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.

                            SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Peters, State of Missouri on
January 2, 1997.

                             MEMC ELECTRONIC MATERIALS, INC.

                             By:  /s/ Ludger H. Viefhues
                                  ---------------------------
                             Name:   Ludger H. Viefhues
                             Title:  Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the indicated capacities on January 2,
1997.

Signature                         Title               Date
---------                         -----               ----

/s/ Dr. Erhard Meyer-Galow   Chairman of the    )
--------------------------   Board of Directors )
Dr. Erhard Meyer-Galow                          )
                                                )
/s/ H. Jurgen Biangardi      Director           )
--------------------------                      )
H. Jurgen Biangardi                             )
                                                ) January 2, 1997
/s/ Armin-Peter Bode         Director           )
--------------------------                      )
Armin-Peter Bode                                )
                                                )

Signature                         Title               Date
---------                         -----               ----

/s/ Willem D. Maris          Director           )
--------------------------                      )
Willem D. Maris                                 )
                                                )
/s/ Roger D. McDaniel        Director           )
--------------------------                      )
Roger D. McDaniel                               )
                                                )
/s/ Paul T. O'Brien          Director           )
--------------------------                      )
Paul T. O'Brien                                 )
                                                )
/s/ Dr. Robert M. Sandfort   President, Chief   )
--------------------------   Operating Officer  )
Dr. Robert M. Sandfort       and Director       )
                                                )
/s/ Michael B. Smith         Director           )
--------------------------                      )
Michael B. Smith                                )
                                                ) January 2, 1997
/s/ James M. Stolze          Executive Vice     )
--------------------------   President and Chief)
James M. Stolze              Financial Officer  )
                           (Principal Financial )
                             Officer)           )
                           (Principal Accounting)
                             Officer)           )
                                                )
/s/ Ludger H. Viefhues       Chief Executive    )
--------------------------   Officer and        )
Ludger H. Viefhues           Director           )
                           (Principal Executive )
                             Officer)           )

    Pursuant to the requirements of the Securities Act of 1933, the
MEMC Retirement Savings Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Peters, State of Missouri on
January 2, 1997.

                             MEMC RETIREMENT SAVINGS PLAN

                             By:  BENEFITS COMMITTEE (as Plan
                                  Administrator)

                             By:  /s/ Margaret B. Stonum
                                  -----------------------------
                             Name:   Margaret B. Stonum
                             Title:  Director, Benefits
                                     

                            Exhibit Index
Exhibit
Number*       Description
------------  -----------

4             Omitted -- Inapplicable.

5(i)          Omitted as inapplicable pursuant to Item 8 of Form S-8 which
              provides that a legal opinion as to the 
              legality of the securities being registered is
              required only with respect to original issuance
              securities.  The common stock being registered hereby
              will be purchased in the open market only.

5(ii)(B).1    Reproduction of Determination Letter from the
              Internal Revenue Service dated September 26, 1995 to
              the Registrant with respect to the MEMC Electronic
              Materials Inc. Pension Plan for Hourly Paid
              Employees.

5(ii)(B).2    Reproduction of Determination Letter from the
              Internal Revenue Service dated September 26, 1995 to
              the Registrant with respect to the MEMC Electronic
              Materials Inc. Retirement Savings Plan.

5(ii)(B).3    Reproduction of legal opinion of Thompson Coburn
              dated December 10, 1996 that there have been no
              material changes in the plans affecting qualification
              requirements under Section 401(a) of the Internal
              Revenue Code since September 26, 1995.

15            Omitted -- Inapplicable

23.1          Consent of KPMG Peat Marwick LLP

23.2          Consent of KPMG San Tong & Co.

23.3          Consent of Thompson Coburn (Included in Exhibit 5(ii)(B).3 above).

24            Powers of Attorney (See Signature Page).

28            Omitted -- Inapplicable

*     Numbers correspond to document numbers in Exhibit Table of Item
      601 of Regulation S-K.