<PAGE>
 
   As filed with the Securities and Exchange Commission on February 24, 1999
                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                      ----------------------------------
                                   Form S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------
                       CHANDLER INSURANCE COMPANY, LTD.
              (Exact name of issuer as specified in its charter)
 
         Cayman Islands                                          None
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)
 
                                  Fifth Floor
                                Anderson Square
                                 P.O. Box 1854
                                 Grand Cayman,
                             Cayman Islands B.W.I.
                   (Address of principal executive offices)

                  CHANDLER (U.S.A.), INC. 401(K) THRIFT PLAN
                             (Full Title of Plan)

                      ----------------------------------

            W. Brent LaGere        Copy to:  David G. McLane, Esq.
 President and Chief Executive Officer      Gardere & Wynne, L.L.P.
        Chandler (U.S.A.), Inc.                 1601 Elm Street
          1010 Manvel Avenue                      Suite 3000
       Chandler, Oklahoma  74834             Dallas, Texas  75201
            (405) 258-0804                      (214) 999-4607

         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                      Proposed maximum       Proposed maximum
   Title of securities to be        Amount to be     offering price per     aggregate offering         Amount of
          registered             registered (1) (2)       share (3)            price (1)(3)       registration fee (3)
<S>                              <C>                 <C>                    <C>                   <C> 
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $1.67 par value     500,000 shares       $7.69 per share        $3,754,183.00            $1,044.00 
=======================================================================================================================
</TABLE>

(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this registration statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the employee benefit plan
       described herein.

(2)    The shares of Common Stock, $1.67 par value ("Common Stock"), of Chandler
       Insurance Company, Ltd., a Cayman Islands corporation (the "Registrant"),
       being registered hereby consist of shares which may be acquired by the
       Trustee pursuant to the Chandler (U.S.A.), Inc. 401(k) Thrift Plan (the
       "Plan") for the accounts of participants.

(3)    Calculated pursuant to Rule 457(h), based on the average of the high and
       low prices for the Common Stock on February 19, 1999, as quoted in The
       NASDAQ Stock Market.
================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the registration statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
     I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement.

     (1)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998.

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998.

     (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1998.

     (5)  The description of the Registrant's Common Stock contained in the
          section titled "Description of Securities" contained in the Prospectus
          filed with the Securities and Exchange Commission on February 20, 1990
          as part of the Registrant's Registration Statement on Form S-2
          (Registration No. 33-33540).

     In addition, all documents subsequently filed by the Registrant or the
Chandler (U.S.A.), Inc. 401(k) Thrift Plan pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, 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 in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Articles of Association provide that the Registrant shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant) by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner 

                                      II-1
<PAGE>
 
he reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

Item 8.  Exhibits.

* 4.1     Chandler (U.S.A.), Inc. 401(k) Thrift Plan Adoption Agreement,
          effective November 1, 1998, which includes therewith the Prototype
          401(k) Plan.

* 5.1     Internal Revenue Service determination letter, dated August 12, 1993.

* 23.1    Consent of Deloitte & Touche.

* 24.1    Power of Attorney (set forth on the signature pages of the
          registration statement).

-----------------------

* filed herewith.           


Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made of the securities registered hereby, 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;

               (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 the registration statement;


     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     --------  -------                                                          
     (1)(ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

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

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

                                      II-2
<PAGE>
 
     The undersigned Registrant hereby further 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 each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities and 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 offered by them, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
<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 Chandler, State of Oklahoma, on the nineteenth
day of February, 1999.


                             CHANDLER INSURANCE COMPANY, LTD.
                             (Registrant)



                             By:   /s/ W. Brent LaGere
                                 -----------------------------------------------
                                   W. Brent LaGere
                                   Chairman of the Board and
                                   Chief Executive Officer


     Each person whose signature appears below hereby constitutes and appoints
W. Brent LaGere and Mark T. Paden and each of them (with full power in each of
them to act alone), his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign and to file with the Securities and
Exchange Commission and the securities regulatory authorities of the several
states registration statements, any amendment or post-effective amendments or
any and all other documents in connection therewith, in connection with the
registration under the Securities Act of 1933, as amended, or the registration
or qualification under any applicable state securities laws or regulations, of
interests in the Plan and shares of Common Stock issuable pursuant to such Plan,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the nineteenth day of February, 1999.


          Name                               Title
          ----                               -----


/s/ Larry A. Davis                           Director
------------------------------
Larry A. Davis



/s/ Richard L. Evans                         Director
------------------------------
Richard L. Evans



                                             Director
------------------------------
Norman E. Harned

                                      II-4
<PAGE>
 
/s/ Mark C. Hart                             Vice President-Accounting and 
------------------------------               Treasurer (principal accounting 
Mark C. Hart                                 officer)



/s/ James M. Jacoby                          Director
------------------------------
James M. Jacoby



/s/ W. Brent LaGere                          Chairman of the Board of Directors,
------------------------------               Chief Executive Officer, and    
W. Brent LaGere                              Director (principal executive  
                                             officer)                        
                                             


                                             Director
------------------------------
Ronald W. Lech, Sr.



                                             Director
------------------------------
Paul A. Maestri



                                             Director
------------------------------
M.J. Moroun



/s/ Mark T. Paden                            Executive Vice President,
------------------------------               Chief Financial Officer and  
Mark T. Paden                                Director (principal financial 
                                             officer)                      
                                             

/s/ Robert L. Rice                           Director
------------------------------
Robert L. Rice



/s/ Brenda B. Watson                         Director
------------------------------
Brenda B. Watson

                                      II-5
<PAGE>
 
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     --------                                                                  
Trustee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Salem, State of
New Hampshire, on the ninth day of February, 1999.



                            SCUDDER TRUST COMPANY, TRUSTEE FOR THE
                            CHANDLER (U.S.A.), INC. 401(k) THRIFT PLAN


 

                            By:   /s/ Alexander T. Dike
                                ------------------------------------------------

                            Print Name:   Alexander T. Dike
                                        ----------------------------------------

                            Title:   Vice President
                                   ---------------------------------------------

                                      II-6
<PAGE>
 
                               INDEX TO EXHIBITS


                                                                    Sequentially
Exhibit                                                               Numbered
Number    Exhibit                                                       Page
------    -------                                                   ------------

* 4.1     Chandler (U.S.A.), Inc. 401(k) Thrift Plan Adoption Agreement,
          effective November 1, 1998, which includes therewith the Prototype
          401(k) Plan.

* 5.1     Internal Revenue Service determination letter, dated August 12, 1993.

* 23.1    Consent of Deloitte & Touche.

* 24.1    Power of Attorney (set forth on the signature pages of the
          registration statement).
           
----------------------------

* filed herewith

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17281}]
{"company-data": {"conformed-name": "CHANDLER INSURANCE CO LTD", "cik": "0000792854", "assigned-sic": "6331", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72869", "film-number": "99548894"}, "business-address": {"street1": "5TH FLR ANDERSON SQUARE", "street2": "PO BOX 1854", "city": "GRAND CAYMAN CAYMAN", "state": "E9", "zip": "00000", "phone": "3459498177"}, "mail-address": {"street1": "5TH FLOOR ANDERSON SQUARE", "street2": "P O BOX 1854", "city": "GRAND CAYMAN", "state": "E9"}}
As filed with the Securities and Exchange Commission on February 24, 1999
                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                      ----------------------------------
                                   Form S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------
                       CHANDLER INSURANCE COMPANY, LTD.
              (Exact name of issuer as specified in its charter)
 
         Cayman Islands                                          None
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)
 
                                  Fifth Floor
                                Anderson Square
                                 P.O. Box 1854
                                 Grand Cayman,
                             Cayman Islands B.W.I.
                   (Address of principal executive offices)

                  CHANDLER (U.S.A.), INC. 401(K) THRIFT PLAN
                             (Full Title of Plan)

                      ----------------------------------

            W. Brent LaGere        Copy to:  David G. McLane, Esq.
 President and Chief Executive Officer      Gardere & Wynne, L.L.P.
        Chandler (U.S.A.), Inc.                 1601 Elm Street
          1010 Manvel Avenue                      Suite 3000
       Chandler, Oklahoma  74834             Dallas, Texas  75201
            (405) 258-0804                      (214) 999-4607

         (Name and address, including zip code, and telephone number,
                  including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                      Proposed maximum       Proposed maximum
   Title of securities to be        Amount to be     offering price per     aggregate offering         Amount of
          registered             registered (1) (2)       share (3)            price (1)(3)       registration fee (3)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $1.67 par value     500,000 shares       $7.69 per share        $3,754,183.00            $1,044.00 
=======================================================================================================================
(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this registration statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the employee benefit plan
       described herein.

(2)    The shares of Common Stock, $1.67 par value ("Common Stock"), of Chandler
       Insurance Company, Ltd., a Cayman Islands corporation (the "Registrant"),
       being registered hereby consist of shares which may be acquired by the
       Trustee pursuant to the Chandler (U.S.A.), Inc. 401(k) Thrift Plan (the
       "Plan") for the accounts of participants.

(3)    Calculated pursuant to Rule 457(h), based on the average of the high and
       low prices for the Common Stock on February 19, 1999, as quoted in The
       NASDAQ Stock Market.
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the registration statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
     I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement.

     (1)  The Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1997.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998.

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998.

     (4)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1998.

     (5)  The description of the Registrant's Common Stock contained in the
          section titled "Description of Securities" contained in the Prospectus
          filed with the Securities and Exchange Commission on February 20, 1990
          as part of the Registrant's Registration Statement on Form S-2
          (Registration No. 33-33540).

     In addition, all documents subsequently filed by the Registrant or the
Chandler (U.S.A.), Inc. 401(k) Thrift Plan pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, 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 in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Articles of Association provide that the Registrant shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant) by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner 

                                      II-1
he reasonably believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

Item 8.  Exhibits.

* 4.1     Chandler (U.S.A.), Inc. 401(k) Thrift Plan Adoption Agreement,
          effective November 1, 1998, which includes therewith the Prototype
          401(k) Plan.

* 5.1     Internal Revenue Service determination letter, dated August 12, 1993.

* 23.1    Consent of Deloitte & Touche.

* 24.1    Power of Attorney (set forth on the signature pages of the
          registration statement).

-----------------------

* filed herewith.           

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made of the securities registered hereby, 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;

               (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 the registration statement;

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     --------  -------                                                          
     (1)(ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

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

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

                                      II-2
The undersigned Registrant hereby further 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 each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities and 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 offered by them, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
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 Chandler, State of Oklahoma, on the nineteenth
day of February, 1999.

                             CHANDLER INSURANCE COMPANY, LTD.
                             (Registrant)

                             By:   /s/ W. Brent LaGere
                                 -----------------------------------------------
                                   W. Brent LaGere
                                   Chairman of the Board and
                                   Chief Executive Officer

     Each person whose signature appears below hereby constitutes and appoints
W. Brent LaGere and Mark T. Paden and each of them (with full power in each of
them to act alone), his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign and to file with the Securities and
Exchange Commission and the securities regulatory authorities of the several
states registration statements, any amendment or post-effective amendments or
any and all other documents in connection therewith, in connection with the
registration under the Securities Act of 1933, as amended, or the registration
or qualification under any applicable state securities laws or regulations, of
interests in the Plan and shares of Common Stock issuable pursuant to such Plan,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the nineteenth day of February, 1999.

          Name                               Title
          ----                               -----

/s/ Larry A. Davis                           Director
------------------------------
Larry A. Davis

/s/ Richard L. Evans                         Director
------------------------------
Richard L. Evans

                                             Director
------------------------------
Norman E. Harned

                                      II-4
/s/ Mark C. Hart                             Vice President-Accounting and 
------------------------------               Treasurer (principal accounting 
Mark C. Hart                                 officer)

/s/ James M. Jacoby                          Director
------------------------------
James M. Jacoby

/s/ W. Brent LaGere                          Chairman of the Board of Directors,
------------------------------               Chief Executive Officer, and    
W. Brent LaGere                              Director (principal executive  
                                             officer)                        
                                             

                                             Director
------------------------------
Ronald W. Lech, Sr.

                                             Director
------------------------------
Paul A. Maestri

                                             Director
------------------------------
M.J. Moroun

/s/ Mark T. Paden                            Executive Vice President,
------------------------------               Chief Financial Officer and  
Mark T. Paden                                Director (principal financial 
                                             officer)                      
                                             

/s/ Robert L. Rice                           Director
------------------------------
Robert L. Rice

/s/ Brenda B. Watson                         Director
------------------------------
Brenda B. Watson

                                      II-5
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     --------                                                                  
Trustee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Salem, State of
New Hampshire, on the ninth day of February, 1999.

                            SCUDDER TRUST COMPANY, TRUSTEE FOR THE
                            CHANDLER (U.S.A.), INC. 401(k) THRIFT PLAN

 

                            By:   /s/ Alexander T. Dike
                                ------------------------------------------------

                            Print Name:   Alexander T. Dike
                                        ----------------------------------------

                            Title:   Vice President
                                   ---------------------------------------------

                                      II-6
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                               Numbered
Number    Exhibit                                                       Page
------    -------                                                   ------------

* 4.1     Chandler (U.S.A.), Inc. 401(k) Thrift Plan Adoption Agreement,
          effective November 1, 1998, which includes therewith the Prototype
          401(k) Plan.

* 5.1     Internal Revenue Service determination letter, dated August 12, 1993.

* 23.1    Consent of Deloitte & Touche.

* 24.1    Power of Attorney (set forth on the signature pages of the
          registration statement).
           
----------------------------

* filed herewith

                                      II-7