<PAGE>
 
                                                   Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


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

                                 LUKENS INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

                Delaware                              23-2451900
        ---------------------------------         ------------------
        (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)          Identification No.)

50 South First Avenue, Coatesville, Pennsylvania            19320
- ------------------------------------------------         -----------
   (Address of principal executive offices)               (Zip Code)


                     Washington Steel Corporation Employees
                   Capital Accumulation Plan (Massillon, OH)
                   -----------------------------------------
                            (Full title of the plan)

                                 Copies to:
William D. Sprague, Esquire                        Rhonda R. Cohen, Esquire
Vice President and General Counsel                 Ballard Spahr Andrews &
Lukens Inc.                                           Ingersoll
50 South First Avenue                              1735 Market Street
Coatesville, Pennsylvania  19320                   Philadelphia, PA  19103
- --------------------------------------                               
(Name and address of agent for service)

                                (610) 383-3379
- --------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
 
- --------------------------------------------------------------------------------
                              CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                  Proposed      Proposed
                                  Maximum       Maximum          Amount
Title of            Amount        Offering      Aggregate          of
Securities          to be         Price         Offering      Registration
to be Registered    Registered    per Share(1)  Price(1)           Fee
- --------------------------------------------------------------------------------
<S>                 <C>           <C>           <C>           <C>
Common Stock,
par value $0.01     50,000 shares     $31.625    $1,581,250     $546
per share  (2)
- --------------------------------------------------------------------------------
</TABLE> 
(1)  Estimated pursuant to Securities and Exchange Commission Rule 457(c) only
     for the purpose of calculating the registration fee; based on the average
     of the high and low price per share of Common Stock of Lukens Inc. on June
     21, 1994, as published in the NYSE-Composite Transactions quotations.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate number of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
 
                                   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 by the Company (File No. 1-3258) or by the Washington Steel
Corporation Employees Capital Accumulation Plan (Massillon, OH) (the "Plan") are
hereby incorporated by reference in this Registration Statement:

          1.   Annual Report on Form 10-K for the fiscal year ended December 25,
               1993.

          2.   Quarterly Report on Form 10-Q for the quarter ended March 26,
               1994.

          3.   Form 8-B dated January 27, 1987.

          4.   Form 8-A dated July 31, 1987, as amended by Form 8 dated
               September 9, 1988 and Form 8 dated July 25, 1990.

          All documents filed by the Company or by the Plan subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of  a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of the filing of such documents.


Item 4.  Description of Securities

          Not applicable.


Item 5.  Interests of Named Experts and Counsel

          None.


Item 6.   Indemnification of Directors and Officers

          The Delaware General Corporation Law provides as follows regarding
indemnification of officers and directors:

          (a)  A corporation shall have power to 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

                                      II-1
<PAGE>
 
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation 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 he reasonably believed to
be in or not opposed to the best interests of the corporation, 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 corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

          (b)  A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprises against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or 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, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

          (d)  Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a

                                      II-2
<PAGE>
 
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b).  Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

          (e)  Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section.  Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

          (f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

          (g)  A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

          (h)  For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section

                                      II-3
<PAGE>
 
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.

          (i)  For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section.

          (j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          The Company's Restated Certificate of Incorporation provides as
follows regarding the indemnification of directors and officers:

          The Corporation shall indemnify to the full extent authorized or
     permitted by law any person made, or threatened to be made, a party to any
     action or proceeding (whether civil or criminal or otherwise) by reason of
     the fact that he, his testator or interstate, is or was a director or
     officer of the Corporation or by reason of the fact that such director or
     officer, at the request of the Corporation, is or was serving any other
     corporation, partnership, joint venture, trust, employee benefit plan or
     other enterprise, in any capacity.  Nothing contained herein shall affect
     any rights to indemnification to which employees other than directors and
     officers may be entitled by law.  No director of the Corporation shall be
     personally liable to the Corporation or its stockholders for monetary
     damages for any breach of fiduciary duty by such a director as a director.
     Notwithstanding the foregoing sentence, a director shall be liable to the
     extent provided by applicable law (i) for any breach of the director's duty
     of loyalty to the Corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) for payment of unlawful dividends or
     approval of illegal stock purchases or redemptions prohibited pursuant to
     Section 174 of the Delaware General Corporation Law, or (iv)

                                      II-4
<PAGE>
 
     for any transaction from which such director derived an improper personal
     benefit.

          Article VIII of the Company's By-laws provides as follows regarding
the indemnification of directors and officers:

          Section 1.  Power to Indemnify in Actions, Suits or Proceedings other
                      ---------------------------------------------------------
     Than Those by or in the Right of the Corporation.  Subject to Section 3 of
     ------------------------------------------------                          
     this Article VIII, the Corporation 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 Corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the Corporation, or is or was serving at the
     request of the Corporation 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 he reasonably believed to be in or not opposed to the best interests
     of the Corporation, 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 Corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or
                      ---------------------------------------------------------
     in the Right of the Corporation.  Subject to Section 3 of this Article
     -------------------------------                                       
     VIII, the Corporation 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 or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the Corporation; except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such

                                      II-5
<PAGE>
 
     person shall have been adjudged to be liable for negligence or misconduct
     in the performance of his duty to the Corporation unless and only to the
     extent that the Court of Chancery or 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, such person
     is fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

          Section 3.  Authorization of Indemnification.  Any indemnification
                      --------------------------------                      
     under this Article VIII (unless ordered by a court) shall be made by the
     Corporation only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent is proper
     in the circumstances because he has met the applicable standard of conduct
     set forth in Section 1 or Section 2 of this Article VIII, as the case may
     be.  Such determination shall be made (i) by the Board of Directors by a
     majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (ii) if such a quorum is not
     obtainable, or, even if obtainable a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion, or (iii) by the
     stockholders.  To the extent, however, that a director, officer, employee
     or agent of the Corporation has been successful on the merits or otherwise
     in defense of any action, suit or proceeding described above, or in defense
     of any claim, issue or matter therein, he shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection therewith, without the necessity of authorization in the
     specific case.

          Section 4.  Good Faith Defined.  For purposes of any determination
                      ------------------                                    
     under Section 3 of this Article VIII, a person shall be deemed to have
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the Corporation, or, with respect to any
     criminal action or proceeding, to have had no reasonable cause to believe
     his conduct was unlawful, if his action is based on the records or books of
     account of the Corporation or another enterprise, or on information
     supplied to him by the officers of the Corporation or another enterprise in
     the course of their duties, or on the advice of legal counsel for the
     Corporation or another enterprise or on information or records given or
     reports made to the Corporation or another enterprise by an independent
     certified public accountant or by an appraiser or other expert selected
     with reasonable care by the Corporation or another enterprise.  The term
     "another enterprise" as used in this Section 4 shall mean any other
     corporation or any partnership, joint venture, trust or other enterprise of
     which such person is or was serving at the request of the Corporation as a
     director, officer, employee or agent.  The provisions of

                                      II-6
<PAGE>
 
     this Section 4 shall not be deemed to be exclusive or to limit in any way
     the circumstances in which a person may be deemed to have met the
     applicable standard of conduct set forth in Sections 1 or 2 of this Article
     VIII, as the case may be.

          Section 5.  Indemnification by a Court.  Notwithstanding any contrary
                      --------------------------                               
     determination in the specific case under Section 3 of this Article VIII,
     and notwithstanding the absence of any determination thereunder, any
     director, officer, employee or agent may apply to any court of competent
     jurisdiction in the State of Delaware for indemnification to the extent
     otherwise permissible under Sections 1 and 2 of this Article VIII.  The
     basis of such indemnification by a court shall be a determination by such
     court that indemnification of the director, officer, employee or agent is
     proper in the circumstances because he has met the applicable standards of
     conduct set forth in Sections 1 or 2 of this Article VIII, as the case may
     be.  Notice of any application for indemnification pursuant to this Section
     5 shall be given to the Corporation promptly upon the filing of such
     application.

          Section 6.  Expenses Payable in Advance.  Expenses incurred in
                      ---------------------------                       
     defending or investigating a threatened or pending action, suit or
     proceeding may be paid by the Corporation in advance of the final
     disposition of such action, suit or proceeding as authorized by the Board
     of Directors in the specific case upon receipt of an undertaking by or on
     behalf of the director, officer, employee or agent to repay such amount
     unless it shall ultimately be determined that he is entitled to be
     indemnified by the Corporation as authorized in this Article VIII.

          Section 7.  Non-exclusivity and Survival of Indemnification.  The
                      -----------------------------------------------      
     indemnification and advancement of expenses provided by or granted pursuant
     to this Article VIII shall not be deemed exclusive of any other rights to
     which those seeking indemnification or advancement of expenses may be
     entitled under any By-Law, agreement, contract, vote of stockholders or
     disinterested directors or pursuant to the direction (howsoever embodied)
     of any court of competent jurisdiction or otherwise, both as to action in
     his official capacity and as to action in another capacity while holding
     such office, it being the policy of the Corporation that indemnification of
     the persons specified in Sections 1 and 2 of this Article VIII shall be
     made to the fullest extent permitted by law.  The provisions of this
     Article VIII shall not be deemed to preclude the indemnification of any
     person who is not specified in Sections 1 and 2 of this Article VIII but
     whom the Corporation has the power or obligation to indemnify under the
     provisions of the General Corporation Law of the State

                                      II-7
<PAGE>
 
     of Delaware, or otherwise.  The indemnification and advancement of expenses
     provided by, or granted pursuant to this Article VIII shall, unless
     otherwise provided when authorized or ratified, continue as to a person who
     has ceased to be a director, officer, employee or agent and shall inure to
     the benefit of the heirs, executors and administrators of such person.

          Section 8.  Insurance.  The Corporation may purchase and maintain
                      ---------                                            
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such
     capacity, or arising out of his status as such, whether or not the
     Corporation would have the power or the obligation to indemnify him against
     such liability under the provisions of this Article VIII.

          Section 9.  Meaning of "Corporation" for Purposes of Article VIII.
                      -----------------------------------------------------  
     For purposes of this Article VIII, references to "the Corporation" shall
     include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     the provisions of this Article VIII with respect to the resulting or
     surviving corporation as he would have with respect to such constituent
     corporation if its separate existence had continued.

          Section 10.  Survival of Indemnification and Advancement of Expenses.
                       -------------------------------------------------------  
     The indemnification and advancement of expenses provided by, or granted
     pursuant to, this section shall, unless otherwise provided when authorized
     or ratified, continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of heirs,
     executors and administrators of such a person.

          In addition, the Company has entered into indemnification contracts
("Indemnification Agreements") with its current directors and corporate officers
and expects to enter into similar agreements with individuals who in the future
hold such positions with the Company or its subsidiaries.  The Indemnification
Agreements were approved by the Board of

                                      II-8
<PAGE>
 
Directors of the Company on January 27, 1988 and by the stockholders on April
27, 1988.

          The Indemnification Agreements provide for indemnification of the
Company's directors and corporate officers to the fullest extent permitted by
law including the benefits of any subsequent changes in Delaware law relative to
indemnification.  They cover any and all expenses (including attorneys' fees and
all other costs and obligations), judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) incurred in connection with investigating,
defending, being a witness or participating in, or preparing to defend, be a
witness in or participate in, any threatened, pending or completed action, suit
or proceeding (including appeals), or any inquiry or investigation, whether
civil, criminal, administrative, investigative or otherwise (a "proceeding"),
related to the fact that such director or corporate officer is or was a
director, officer, employee, agent or fiduciary of the Company or is or was
serving at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not done by
such director or corporate officer in any such capacity.  Indemnification would
not, however, be available under the Indemnification Agreements if a person or
body appointed by the Company's Board of Directors who is not a party to the
proceeding for which indemnification is sought and who may be or consist of one
or more members of the Board (or, under certain circumstances discussed below,
independent legal counsel) determines that such indemnification is not permitted
under applicable law and such determination is not successfully challenged
before a court.  A director or corporate officer would also not be entitled to
indemnification under the Indemnification Agreements in connection with a
proceeding initiated by such director or corporate officer, unless such
proceeding was authorized or consented to by the Board of Directors.

          As permitted by the Delaware General Corporation Law, the
Indemnification Agreements also provide for the prompt advancement of all
expenses incurred in connection with any proceeding and obligate the director or
corporate officer to reimburse the Company for all amounts so advanced if it is
subsequently determined, as provided in the Indemnification Agreements, that the
director or corporate officer is not entitled to indemnification.

          In the event that the person or body appointed by the Company's Board
of Directors determines that the director or corporate officer would not be
permitted to be indemnified under applicable law (and, therefore, is not
entitled to indemnification under the Indemnification Agreements), the
Indemnification Agreements provide that the director or corporate officer may
seek a judicial determination of his or her right to

                                      II-9
<PAGE>
 
indemnification.  The Indemnification Agreements further provide that the
director or corporate officer is entitled to indemnification for, and
advancement of, all expenses (including attorneys' fees) incurred in any
proceeding seeking to collect from the Company an indemnity claim or advancement
of expenses under the Indemnification Agreements, the Charter, or otherwise, or
in seeking to recover under a directors' and officers' liability insurance
policy, whether or not the director or corporate officer is successful.

          After a Change in Control of the Company (which Change in Control is
not approved by the Company's Board of Directors), all determinations to be made
by or on behalf of the Company regarding a director's or corporate officer's
right to indemnification and to the advancement of expenses are required to be
made by independent legal counsel to be selected by the director or corporate
officer and approved by the Board (which approval cannot be unreasonably
withheld).  As defined in the Indemnification Agreements, a Change in Control is
deemed to have occurred if (i) any "person" (as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders
of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 20% or more of the total voting power represented by the then
outstanding securities of the Company which vote generally in the election of
directors ("Voting Securities"), or (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.

          The Indemnification Agreements impose upon the Company the burden of
proving that the director or corporate officer is

                                     II-10
<PAGE>
 
not entitled to indemnification in any particular case, and the Indemnification
Agreements negate certain presumptions which might otherwise be drawn against a
director or corporate officer in certain circumstances.  The Indemnification
Agreements also provide that all legal actions brought against the director or
corporate officer by or in the right of the Company must be brought within a
period of two years from the date of the accrual of such actions (or any shorter
period that would otherwise be applicable), after which period any such cause of
action will be extinguished.  Further, the Indemnification Agreements provide
that if the Company pays a director or corporate officer pursuant to an
Indemnification Agreement, the Company will be subrogated to such director's or
corporate officer's rights to recover from third parties.

          Like the Delaware General Corporation Law, the Indemnification
Agreements provide that a director's or corporate officer's rights under such
contracts are not exclusive of any other indemnity rights he or she may have;
however, the Indemnification Agreements do prevent double payment.  While not
requiring the maintenance of directors' and officers' liability insurance, the
Indemnification Agreements require that the director or corporate officer be
provided with the maximum coverage afforded any other director or officer of the
Company.

          Finally, the Company maintains in force insurance coverage for all
duly elected or appointed Company officers and directors for damages, judgments,
settlements and "defense costs" (as defined in the policy) related to any claim
of breach of duty, neglect, error, misstatement, misleading statement, omission
or act by any such persons in their respective capacities as officers and
directors or any matter claimed against them solely by reason of their status as
officers and directors.  The insurance also covers the Company for amounts
advanced by the Company to officers and directors pursuant to indemnification
arrangements provided such amounts would be covered if expended directly by the
officers and directors.  Coverage is limited to $35 million.  Standard
exclusions from coverage apply, including for criminal and deliberately
fraudulent acts and for the gaining of personal profit or advantage to which the
officer or director was not legally entitled.


Item 7.   Exemption from Registration

          Not applicable.

                                     II-11
<PAGE>
 
Item 8.   Exhibits

     Exhibit
     Number              Description of Exhibit
     ------              ----------------------

    4(1)  Restated Certificate of Incorporation of Lukens Inc., as amended,
          including Certificate of Designation of Series A Junior Participating
          Preferred Stock and Certificate of Designation of Series B ESOP
          Convertible Preferred Stock (incorporated by reference to Exhibit 4(1)
          to Post-Effective Amendment No. 1 to Registrant's Form S-8
          Registration Statement, Registration No. 33-23405)

    4(2)  By-laws of Lukens Inc. as amended June 26, 1991 (incorporated by
          reference to Exhibit 4(2) to Post-Effective Amendment No. 4 to
          Registrant's Form S-8 Registration Statement, Registration No. 
          33-6673)

    4(3)  Rights Agreement dated as of July 29, 1987, as amended as of July 25,
          1990, between Lukens Inc. and Mellon Bank (East) N.A. as Rights Agent
          (incorporated by reference to Exhibit 1 to Registrant's Form 8-K
          Current Report dated July 25, 1990)

    4(4)  Form of Trust Agreement between Lukens Inc. and Vanguard Fiduciary
          Trust Company, dated July 1, 1993

    4(5)  Form of Washington Steel Corporation Employees Capital Accumulation
          Plan (Massillon, OH), as amended and restated effective July 1, 1993

    5(1)  Opinion of William D. Sprague, Vice President and General Counsel of
          the Company, relating to the legality of securities

    5(2)  Opinion of Ballard Spahr Andrews & Ingersoll confirming compliance of
          the provisions of the Washington Steel Corporation Employees Capital
          Accumulation Plan (Massillon, OH) with the requirements of ERISA
          pertaining to such provisions

    23(1) Consent of William D. Sprague, Vice President and General Counsel of
          the Company, is contained in the opinion filed as Exhibit 5(1)

    23(2) Consent of Ballard Spahr Andrews & Ingersoll is contained in the
          opinion filed as Exhibit 5(2)

    23(3) Consent of Arthur Andersen & Co.

    24    Power of Attorney (included on page II-16)

                                     II-12
<PAGE>
 
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;

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

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

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

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

          (b)  The 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 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

                                     II-13
<PAGE>
 
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)  (1)  The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom the
prospectus is sent or given, a copy of the registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee.  If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered, but within
such 120 day period the annual report for the last fiscal year will be furnished
to each such employee.

               (2)  The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.

               (3)  The undersigned registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to any participant
in the plan who makes a written request, a copy of the then latest annual report
of the plan filed pursuant to Section 15(d) of the Securities Exchange Act of
1934.  If such report is filed separately on Form 11-K, such form shall be
delivered upon written request.  If such report is filed as a part of the
registrant's annual report on Form 10-K, that entire report (excluding exhibits)
shall be

                                     II-14
<PAGE>
 
delivered upon written request.  If such report is filed as a part of the
registrant's annual report to stockholders delivered pursuant to paragraph (1)
or (2) of this undertaking, additional delivery shall not be required.

                                     II-15
<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 Coatesville, Commonwealth of Pennsylvania, on
the 21st day of June, 1994.


                                 LUKENS INC.


                                 By: /s/ R. William Van Sant
                                    ---------------------------
                                    R. William Van Sant
                                    Chairman and
                                    Chief Executive Officer

                              POWER OF ATTORNEY
                              -----------------

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, R. W. VAN SANT, JOHN N. MAIER, WILLIAM
D. SPRAGUE and JOHN C. VAN RODEN, JR. and each of them as 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 any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 said attorneys-in-fact and
agents 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
amendment to the registration statement has been signed below by the following
persons in the capacities and on the date indicated.

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

 
/s/ R. William Van Sant       Chairman,                 June 21, 1994
- -----------------------       Chief Executive                                 
R. William Van Sant           Officer and Director
                              

                                     II-16
<PAGE>
 
/s/John C. van Roden, Jr.     Vice President and        June 21, 1994
- -------------------------     Treasurer                                       
John C. van Roden, Jr.        

 
/s/John N. Maier              Vice President and        June 21, 1994
- -------------------------     Controller                                       
John N. Maier                 

 
/s/Michael O. Alexander       Director                  June 21, 1994
- -------------------------                                                
Michael O. Alexander

 
/s/T. Kevin Dunnigan          Director                  June 21, 1994
- -------------------------                                                
T. Kevin Dunnigan

 
/s/Ronald M. Gross            Director                  June 21, 1994
- -------------------------                                                
Ronald M. Gross

 
/s/Nancy Huston Hansen        Director                  June 21, 1994
- -------------------------                                                
Nancy Huston Hansen

 
/s/William H. Nelson, III     Director                  June 21, 1994
- -------------------------                                                
William H. Nelson, III

 
/s/Stuart J. Northrop         Director                  June 21, 1994
- -------------------------                                                
Stuart J. Northrop

 
/s/Robert L. Seaman           Director                  June 21, 1994
- -------------------------                                                
Robert L. Seaman


/s/Harry C. Stonecipher       Director                  June 21, 1994
- -------------------------                                                
Harry C. Stonecipher

 
/s/Joab L. Thomas             Director                  June 21, 1994
- -------------------------                                                
Joab L. Thomas


/s/W. Paul Tippett            Director                  June 21, 1994
- -------------------------                                                
W. Paul Tippett

                                     II-17
<PAGE>
 
          The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Washington Steel Corporation Employees Capital Accumulation Plan (Massillon,
OH) has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Coatesville, Pennsylvania, on the
21st day of June, 1994.

                    WASHINGTON STEEL CORPORATION EMPLOYEES 
                    CAPITAL ACCUMULATION PLAN (MASSILLON, OH)


                    By: /s/ Richard D. Luzzi
                       -----------------------------------------

                         Chairman, Employee Benefits
                         Administration Committee

                                     II-18
<PAGE>
 
                                 EXHIBIT INDEX


 Exhibit
 Number             Description of Exhibit
 ------             ----------------------

    4(1)  Restated Certificate of Incorporation of Lukens Inc., as amended,
          including Certificate of Designation of Series A Junior Participating
          Preferred Stock and Certificate of Designation of Series B ESOP
          Convertible Preferred Stock (incorporated by reference to Exhibit 4(1)
          to Post-Effective Amendment No. 1 to Registrant's Form S-8
          Registration Statement, Registration No. 33-23405)

    4(2)  By-laws of Lukens Inc. as amended June 26, 1991 (incorporated by
          reference to Exhibit 4(2) to Post-Effective Amendment No. 4 to
          Registrant's Form S-8 Registration Statement, Registration No. 33-
          6673)

    4(3)  Rights Agreement dated as of July 29, 1987, as amended as of July 25,
          1990, between Lukens Inc. and Mellon Bank (East) N.A. as Rights Agent
          (incorporated by reference to Exhibit 1 to Registrant's Form 8-K
          Current Report dated July 25, 1990)

    4(4)  Form of Trust Agreement between Lukens Inc. and Vanguard Fiduciary
          Trust Company, dated July 1, 1993

    4(5)  Form of Washington Steel Corporation Employees Capital Accumulation
          Plan (Massillon, OH), as amended and restated effective July 1, 1993

    5(1)  Opinion of William D. Sprague, Vice President and General Counsel of
          the Company, relating to the legality of securities

    5(2)  Opinion of Ballard Spahr Andrews & Ingersoll confirming compliance of
          the provisions of the Washington Steel Corporation Employees Capital
          Accumulation Plan (Massillon, OH) with the requirements of ERISA
          pertaining to such provisions

    23(1) Consent of William D. Sprague, Vice President and General Counsel of
          the Company, is contained in the opinion filed as Exhibit 5(1)

    23(2) Consent of Ballard Spahr Andrews & Ingersoll is contained in the
          opinion filed as Exhibit 5(2)

    23(3) Consent of Arthur Andersen & Co.

    24    Power of Attorney (included on page II-16)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52730}]
{"company-data": {"conformed-name": "LUKENS INC /DE/", "cik": "0000060860", "assigned-sic": "3312", "irs-number": "232451900", "state-of-incorporation": "DE", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54269", "film-number": "94535560"}, "business-address": {"street1": "50 SOUTH FIRST AVENUE", "city": "COATESVILLE", "state": "PA", "zip": "19320-0911", "phone": "(610)383-2000"}, "mail-address": {"street1": "50 SOUTH FIRST AVENUE", "city": "COATESVILLE", "state": "PA", "zip": "19320-0911"}, "former-company": {"former-conformed-name": "LUKENS STEEL CO", "date-changed": "19820506"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                 LUKENS INC.
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

                Delaware                              23-2451900
        ---------------------------------         ------------------
        (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)          Identification No.)

50 South First Avenue, Coatesville, Pennsylvania            19320
- ------------------------------------------------         -----------
   (Address of principal executive offices)               (Zip Code)

                     Washington Steel Corporation Employees
                   Capital Accumulation Plan (Massillon, OH)
                   -----------------------------------------
                            (Full title of the plan)

                                 Copies to:
William D. Sprague, Esquire                        Rhonda R. Cohen, Esquire
Vice President and General Counsel                 Ballard Spahr Andrews &
Lukens Inc.                                           Ingersoll
50 South First Avenue                              1735 Market Street
Coatesville, Pennsylvania  19320                   Philadelphia, PA  19103
- --------------------------------------                               
(Name and address of agent for service)

                                (610) 383-3379
- --------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)
- --------------------------------------------------------------------------------
                              CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                  Proposed      Proposed
                                  Maximum       Maximum          Amount
Title of            Amount        Offering      Aggregate          of
Securities          to be         Price         Offering      Registration
to be Registered    Registered    per Share(1)  Price(1)           Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $0.01     50,000 shares     $31.625    $1,581,250     $546
per share  (2)
- --------------------------------------------------------------------------------
(1)  Estimated pursuant to Securities and Exchange Commission Rule 457(c) only
     for the purpose of calculating the registration fee; based on the average
     of the high and low price per share of Common Stock of Lukens Inc. on June
     21, 1994, as published in the NYSE-Composite Transactions quotations.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate number of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
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 by the Company (File No. 1-3258) or by the Washington Steel
Corporation Employees Capital Accumulation Plan (Massillon, OH) (the "Plan") are
hereby incorporated by reference in this Registration Statement:

          1.   Annual Report on Form 10-K for the fiscal year ended December 25,
               1993.

          2.   Quarterly Report on Form 10-Q for the quarter ended March 26,
               1994.

          3.   Form 8-B dated January 27, 1987.

          4.   Form 8-A dated July 31, 1987, as amended by Form 8 dated
               September 9, 1988 and Form 8 dated July 25, 1990.

          All documents filed by the Company or by the Plan subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of  a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of the filing of such documents.

Item 4.  Description of Securities

          Not applicable.

Item 5.  Interests of Named Experts and Counsel

          None.

Item 6.   Indemnification of Directors and Officers

          The Delaware General Corporation Law provides as follows regarding
indemnification of officers and directors:

          (a)  A corporation shall have power to 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

                                      II-1
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation 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 he reasonably believed to
be in or not opposed to the best interests of the corporation, 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 corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

          (b)  A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprises against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or 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, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

          (d)  Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a

                                      II-2
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b).  Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

          (e)  Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section.  Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

          (f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

          (g)  A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

          (h)  For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section

                                      II-3
with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.

          (i)  For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section.

          (j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          The Company's Restated Certificate of Incorporation provides as
follows regarding the indemnification of directors and officers:

          The Corporation shall indemnify to the full extent authorized or
     permitted by law any person made, or threatened to be made, a party to any
     action or proceeding (whether civil or criminal or otherwise) by reason of
     the fact that he, his testator or interstate, is or was a director or
     officer of the Corporation or by reason of the fact that such director or
     officer, at the request of the Corporation, is or was serving any other
     corporation, partnership, joint venture, trust, employee benefit plan or
     other enterprise, in any capacity.  Nothing contained herein shall affect
     any rights to indemnification to which employees other than directors and
     officers may be entitled by law.  No director of the Corporation shall be
     personally liable to the Corporation or its stockholders for monetary
     damages for any breach of fiduciary duty by such a director as a director.
     Notwithstanding the foregoing sentence, a director shall be liable to the
     extent provided by applicable law (i) for any breach of the director's duty
     of loyalty to the Corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) for payment of unlawful dividends or
     approval of illegal stock purchases or redemptions prohibited pursuant to
     Section 174 of the Delaware General Corporation Law, or (iv)

                                      II-4
for any transaction from which such director derived an improper personal
     benefit.

          Article VIII of the Company's By-laws provides as follows regarding
the indemnification of directors and officers:

          Section 1.  Power to Indemnify in Actions, Suits or Proceedings other
                      ---------------------------------------------------------
     Than Those by or in the Right of the Corporation.  Subject to Section 3 of
     ------------------------------------------------                          
     this Article VIII, the Corporation 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 Corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the Corporation, or is or was serving at the
     request of the Corporation 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 he reasonably believed to be in or not opposed to the best interests
     of the Corporation, 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 Corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.

          Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or
                      ---------------------------------------------------------
     in the Right of the Corporation.  Subject to Section 3 of this Article
     -------------------------------                                       
     VIII, the Corporation 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 or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the Corporation; except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such

                                      II-5
person shall have been adjudged to be liable for negligence or misconduct
     in the performance of his duty to the Corporation unless and only to the
     extent that the Court of Chancery or 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, such person
     is fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

          Section 3.  Authorization of Indemnification.  Any indemnification
                      --------------------------------                      
     under this Article VIII (unless ordered by a court) shall be made by the
     Corporation only as authorized in the specific case upon a determination
     that indemnification of the director, officer, employee or agent is proper
     in the circumstances because he has met the applicable standard of conduct
     set forth in Section 1 or Section 2 of this Article VIII, as the case may
     be.  Such determination shall be made (i) by the Board of Directors by a
     majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (ii) if such a quorum is not
     obtainable, or, even if obtainable a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion, or (iii) by the
     stockholders.  To the extent, however, that a director, officer, employee
     or agent of the Corporation has been successful on the merits or otherwise
     in defense of any action, suit or proceeding described above, or in defense
     of any claim, issue or matter therein, he shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection therewith, without the necessity of authorization in the
     specific case.

          Section 4.  Good Faith Defined.  For purposes of any determination
                      ------------------                                    
     under Section 3 of this Article VIII, a person shall be deemed to have
     acted in good faith and in a manner he reasonably believed to be in or not
     opposed to the best interests of the Corporation, or, with respect to any
     criminal action or proceeding, to have had no reasonable cause to believe
     his conduct was unlawful, if his action is based on the records or books of
     account of the Corporation or another enterprise, or on information
     supplied to him by the officers of the Corporation or another enterprise in
     the course of their duties, or on the advice of legal counsel for the
     Corporation or another enterprise or on information or records given or
     reports made to the Corporation or another enterprise by an independent
     certified public accountant or by an appraiser or other expert selected
     with reasonable care by the Corporation or another enterprise.  The term
     "another enterprise" as used in this Section 4 shall mean any other
     corporation or any partnership, joint venture, trust or other enterprise of
     which such person is or was serving at the request of the Corporation as a
     director, officer, employee or agent.  The provisions of

                                      II-6
this Section 4 shall not be deemed to be exclusive or to limit in any way
     the circumstances in which a person may be deemed to have met the
     applicable standard of conduct set forth in Sections 1 or 2 of this Article
     VIII, as the case may be.

          Section 5.  Indemnification by a Court.  Notwithstanding any contrary
                      --------------------------                               
     determination in the specific case under Section 3 of this Article VIII,
     and notwithstanding the absence of any determination thereunder, any
     director, officer, employee or agent may apply to any court of competent
     jurisdiction in the State of Delaware for indemnification to the extent
     otherwise permissible under Sections 1 and 2 of this Article VIII.  The
     basis of such indemnification by a court shall be a determination by such
     court that indemnification of the director, officer, employee or agent is
     proper in the circumstances because he has met the applicable standards of
     conduct set forth in Sections 1 or 2 of this Article VIII, as the case may
     be.  Notice of any application for indemnification pursuant to this Section
     5 shall be given to the Corporation promptly upon the filing of such
     application.

          Section 6.  Expenses Payable in Advance.  Expenses incurred in
                      ---------------------------                       
     defending or investigating a threatened or pending action, suit or
     proceeding may be paid by the Corporation in advance of the final
     disposition of such action, suit or proceeding as authorized by the Board
     of Directors in the specific case upon receipt of an undertaking by or on
     behalf of the director, officer, employee or agent to repay such amount
     unless it shall ultimately be determined that he is entitled to be
     indemnified by the Corporation as authorized in this Article VIII.

          Section 7.  Non-exclusivity and Survival of Indemnification.  The
                      -----------------------------------------------      
     indemnification and advancement of expenses provided by or granted pursuant
     to this Article VIII shall not be deemed exclusive of any other rights to
     which those seeking indemnification or advancement of expenses may be
     entitled under any By-Law, agreement, contract, vote of stockholders or
     disinterested directors or pursuant to the direction (howsoever embodied)
     of any court of competent jurisdiction or otherwise, both as to action in
     his official capacity and as to action in another capacity while holding
     such office, it being the policy of the Corporation that indemnification of
     the persons specified in Sections 1 and 2 of this Article VIII shall be
     made to the fullest extent permitted by law.  The provisions of this
     Article VIII shall not be deemed to preclude the indemnification of any
     person who is not specified in Sections 1 and 2 of this Article VIII but
     whom the Corporation has the power or obligation to indemnify under the
     provisions of the General Corporation Law of the State

                                      II-7
of Delaware, or otherwise.  The indemnification and advancement of expenses
     provided by, or granted pursuant to this Article VIII shall, unless
     otherwise provided when authorized or ratified, continue as to a person who
     has ceased to be a director, officer, employee or agent and shall inure to
     the benefit of the heirs, executors and administrators of such person.

          Section 8.  Insurance.  The Corporation may purchase and maintain
                      ---------                                            
     insurance on behalf of any person who is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     any liability asserted against him and incurred by him in any such
     capacity, or arising out of his status as such, whether or not the
     Corporation would have the power or the obligation to indemnify him against
     such liability under the provisions of this Article VIII.

          Section 9.  Meaning of "Corporation" for Purposes of Article VIII.
                      -----------------------------------------------------  
     For purposes of this Article VIII, references to "the Corporation" shall
     include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers,
     and employees or agents, so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     the provisions of this Article VIII with respect to the resulting or
     surviving corporation as he would have with respect to such constituent
     corporation if its separate existence had continued.

          Section 10.  Survival of Indemnification and Advancement of Expenses.
                       -------------------------------------------------------  
     The indemnification and advancement of expenses provided by, or granted
     pursuant to, this section shall, unless otherwise provided when authorized
     or ratified, continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of heirs,
     executors and administrators of such a person.

          In addition, the Company has entered into indemnification contracts
("Indemnification Agreements") with its current directors and corporate officers
and expects to enter into similar agreements with individuals who in the future
hold such positions with the Company or its subsidiaries.  The Indemnification
Agreements were approved by the Board of

                                      II-8
Directors of the Company on January 27, 1988 and by the stockholders on April
27, 1988.

          The Indemnification Agreements provide for indemnification of the
Company's directors and corporate officers to the fullest extent permitted by
law including the benefits of any subsequent changes in Delaware law relative to
indemnification.  They cover any and all expenses (including attorneys' fees and
all other costs and obligations), judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or
payable in connection therewith) incurred in connection with investigating,
defending, being a witness or participating in, or preparing to defend, be a
witness in or participate in, any threatened, pending or completed action, suit
or proceeding (including appeals), or any inquiry or investigation, whether
civil, criminal, administrative, investigative or otherwise (a "proceeding"),
related to the fact that such director or corporate officer is or was a
director, officer, employee, agent or fiduciary of the Company or is or was
serving at the request of the Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not done by
such director or corporate officer in any such capacity.  Indemnification would
not, however, be available under the Indemnification Agreements if a person or
body appointed by the Company's Board of Directors who is not a party to the
proceeding for which indemnification is sought and who may be or consist of one
or more members of the Board (or, under certain circumstances discussed below,
independent legal counsel) determines that such indemnification is not permitted
under applicable law and such determination is not successfully challenged
before a court.  A director or corporate officer would also not be entitled to
indemnification under the Indemnification Agreements in connection with a
proceeding initiated by such director or corporate officer, unless such
proceeding was authorized or consented to by the Board of Directors.

          As permitted by the Delaware General Corporation Law, the
Indemnification Agreements also provide for the prompt advancement of all
expenses incurred in connection with any proceeding and obligate the director or
corporate officer to reimburse the Company for all amounts so advanced if it is
subsequently determined, as provided in the Indemnification Agreements, that the
director or corporate officer is not entitled to indemnification.

          In the event that the person or body appointed by the Company's Board
of Directors determines that the director or corporate officer would not be
permitted to be indemnified under applicable law (and, therefore, is not
entitled to indemnification under the Indemnification Agreements), the
Indemnification Agreements provide that the director or corporate officer may
seek a judicial determination of his or her right to

                                      II-9
indemnification.  The Indemnification Agreements further provide that the
director or corporate officer is entitled to indemnification for, and
advancement of, all expenses (including attorneys' fees) incurred in any
proceeding seeking to collect from the Company an indemnity claim or advancement
of expenses under the Indemnification Agreements, the Charter, or otherwise, or
in seeking to recover under a directors' and officers' liability insurance
policy, whether or not the director or corporate officer is successful.

          After a Change in Control of the Company (which Change in Control is
not approved by the Company's Board of Directors), all determinations to be made
by or on behalf of the Company regarding a director's or corporate officer's
right to indemnification and to the advancement of expenses are required to be
made by independent legal counsel to be selected by the director or corporate
officer and approved by the Board (which approval cannot be unreasonably
withheld).  As defined in the Indemnification Agreements, a Change in Control is
deemed to have occurred if (i) any "person" (as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or a corporation owned directly or indirectly by the stockholders
of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 20% or more of the total voting power represented by the then
outstanding securities of the Company which vote generally in the election of
directors ("Voting Securities"), or (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.

          The Indemnification Agreements impose upon the Company the burden of
proving that the director or corporate officer is

                                     II-10
not entitled to indemnification in any particular case, and the Indemnification
Agreements negate certain presumptions which might otherwise be drawn against a
director or corporate officer in certain circumstances.  The Indemnification
Agreements also provide that all legal actions brought against the director or
corporate officer by or in the right of the Company must be brought within a
period of two years from the date of the accrual of such actions (or any shorter
period that would otherwise be applicable), after which period any such cause of
action will be extinguished.  Further, the Indemnification Agreements provide
that if the Company pays a director or corporate officer pursuant to an
Indemnification Agreement, the Company will be subrogated to such director's or
corporate officer's rights to recover from third parties.

          Like the Delaware General Corporation Law, the Indemnification
Agreements provide that a director's or corporate officer's rights under such
contracts are not exclusive of any other indemnity rights he or she may have;
however, the Indemnification Agreements do prevent double payment.  While not
requiring the maintenance of directors' and officers' liability insurance, the
Indemnification Agreements require that the director or corporate officer be
provided with the maximum coverage afforded any other director or officer of the
Company.

          Finally, the Company maintains in force insurance coverage for all
duly elected or appointed Company officers and directors for damages, judgments,
settlements and "defense costs" (as defined in the policy) related to any claim
of breach of duty, neglect, error, misstatement, misleading statement, omission
or act by any such persons in their respective capacities as officers and
directors or any matter claimed against them solely by reason of their status as
officers and directors.  The insurance also covers the Company for amounts
advanced by the Company to officers and directors pursuant to indemnification
arrangements provided such amounts would be covered if expended directly by the
officers and directors.  Coverage is limited to $35 million.  Standard
exclusions from coverage apply, including for criminal and deliberately
fraudulent acts and for the gaining of personal profit or advantage to which the
officer or director was not legally entitled.

Item 7.   Exemption from Registration

          Not applicable.

                                     II-11
Item 8.   Exhibits

     Exhibit
     Number              Description of Exhibit
     ------              ----------------------

    4(1)  Restated Certificate of Incorporation of Lukens Inc., as amended,
          including Certificate of Designation of Series A Junior Participating
          Preferred Stock and Certificate of Designation of Series B ESOP
          Convertible Preferred Stock (incorporated by reference to Exhibit 4(1)
          to Post-Effective Amendment No. 1 to Registrant's Form S-8
          Registration Statement, Registration No. 33-23405)

    4(2)  By-laws of Lukens Inc. as amended June 26, 1991 (incorporated by
          reference to Exhibit 4(2) to Post-Effective Amendment No. 4 to
          Registrant's Form S-8 Registration Statement, Registration No. 
          33-6673)

    4(3)  Rights Agreement dated as of July 29, 1987, as amended as of July 25,
          1990, between Lukens Inc. and Mellon Bank (East) N.A. as Rights Agent
          (incorporated by reference to Exhibit 1 to Registrant's Form 8-K
          Current Report dated July 25, 1990)

    4(4)  Form of Trust Agreement between Lukens Inc. and Vanguard Fiduciary
          Trust Company, dated July 1, 1993

    4(5)  Form of Washington Steel Corporation Employees Capital Accumulation
          Plan (Massillon, OH), as amended and restated effective July 1, 1993

    5(1)  Opinion of William D. Sprague, Vice President and General Counsel of
          the Company, relating to the legality of securities

    5(2)  Opinion of Ballard Spahr Andrews & Ingersoll confirming compliance of
          the provisions of the Washington Steel Corporation Employees Capital
          Accumulation Plan (Massillon, OH) with the requirements of ERISA
          pertaining to such provisions

    23(1) Consent of William D. Sprague, Vice President and General Counsel of
          the Company, is contained in the opinion filed as Exhibit 5(1)

    23(2) Consent of Ballard Spahr Andrews & Ingersoll is contained in the
          opinion filed as Exhibit 5(2)

    23(3) Consent of Arthur Andersen & Co.

    24    Power of Attorney (included on page II-16)

                                     II-12
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;

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

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

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

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

          (b)  The 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 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

                                     II-13
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)  (1)  The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom the
prospectus is sent or given, a copy of the registrant's annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of such report
on written request of the employee.  If the last fiscal year of the registrant
has ended within 120 days prior to the use of the prospectus, the annual report
of the registrant for the preceding fiscal year may be so delivered, but within
such 120 day period the annual report for the last fiscal year will be furnished
to each such employee.

               (2)  The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the plan who do not
otherwise receive such material as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.

               (3)  The undersigned registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to any participant
in the plan who makes a written request, a copy of the then latest annual report
of the plan filed pursuant to Section 15(d) of the Securities Exchange Act of
1934.  If such report is filed separately on Form 11-K, such form shall be
delivered upon written request.  If such report is filed as a part of the
registrant's annual report on Form 10-K, that entire report (excluding exhibits)
shall be

                                     II-14
delivered upon written request.  If such report is filed as a part of the
registrant's annual report to stockholders delivered pursuant to paragraph (1)
or (2) of this undertaking, additional delivery shall not be required.

                                     II-15
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 Coatesville, Commonwealth of Pennsylvania, on
the 21st day of June, 1994.

                                 LUKENS INC.

                                 By: /s/ R. William Van Sant
                                    ---------------------------
                                    R. William Van Sant
                                    Chairman and
                                    Chief Executive Officer

                              POWER OF ATTORNEY
                              -----------------

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, R. W. VAN SANT, JOHN N. MAIER, WILLIAM
D. SPRAGUE and JOHN C. VAN RODEN, JR. and each of them as 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 any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 said attorneys-in-fact and
agents 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
amendment to the registration statement has been signed below by the following
persons in the capacities and on the date indicated.

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

 
/s/ R. William Van Sant       Chairman,                 June 21, 1994
- -----------------------       Chief Executive                                 
R. William Van Sant           Officer and Director
                              

                                     II-16
/s/John C. van Roden, Jr.     Vice President and        June 21, 1994
- -------------------------     Treasurer                                       
John C. van Roden, Jr.        

 
/s/John N. Maier              Vice President and        June 21, 1994
- -------------------------     Controller                                       
John N. Maier                 

 
/s/Michael O. Alexander       Director                  June 21, 1994
- -------------------------                                                
Michael O. Alexander

 
/s/T. Kevin Dunnigan          Director                  June 21, 1994
- -------------------------                                                
T. Kevin Dunnigan

 
/s/Ronald M. Gross            Director                  June 21, 1994
- -------------------------                                                
Ronald M. Gross

 
/s/Nancy Huston Hansen        Director                  June 21, 1994
- -------------------------                                                
Nancy Huston Hansen

 
/s/William H. Nelson, III     Director                  June 21, 1994
- -------------------------                                                
William H. Nelson, III

 
/s/Stuart J. Northrop         Director                  June 21, 1994
- -------------------------                                                
Stuart J. Northrop

 
/s/Robert L. Seaman           Director                  June 21, 1994
- -------------------------                                                
Robert L. Seaman

/s/Harry C. Stonecipher       Director                  June 21, 1994
- -------------------------                                                
Harry C. Stonecipher

 
/s/Joab L. Thomas             Director                  June 21, 1994
- -------------------------                                                
Joab L. Thomas

/s/W. Paul Tippett            Director                  June 21, 1994
- -------------------------                                                
W. Paul Tippett

                                     II-17
The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the Washington Steel Corporation Employees Capital Accumulation Plan (Massillon,
OH) has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Coatesville, Pennsylvania, on the
21st day of June, 1994.

                    WASHINGTON STEEL CORPORATION EMPLOYEES 
                    CAPITAL ACCUMULATION PLAN (MASSILLON, OH)

                    By: /s/ Richard D. Luzzi
                       -----------------------------------------

                         Chairman, Employee Benefits
                         Administration Committee

                                     II-18
EXHIBIT INDEX

 Exhibit
 Number             Description of Exhibit
 ------             ----------------------

    4(1)  Restated Certificate of Incorporation of Lukens Inc., as amended,
          including Certificate of Designation of Series A Junior Participating
          Preferred Stock and Certificate of Designation of Series B ESOP
          Convertible Preferred Stock (incorporated by reference to Exhibit 4(1)
          to Post-Effective Amendment No. 1 to Registrant's Form S-8
          Registration Statement, Registration No. 33-23405)

    4(2)  By-laws of Lukens Inc. as amended June 26, 1991 (incorporated by
          reference to Exhibit 4(2) to Post-Effective Amendment No. 4 to
          Registrant's Form S-8 Registration Statement, Registration No. 33-
          6673)

    4(3)  Rights Agreement dated as of July 29, 1987, as amended as of July 25,
          1990, between Lukens Inc. and Mellon Bank (East) N.A. as Rights Agent
          (incorporated by reference to Exhibit 1 to Registrant's Form 8-K
          Current Report dated July 25, 1990)

    4(4)  Form of Trust Agreement between Lukens Inc. and Vanguard Fiduciary
          Trust Company, dated July 1, 1993

    4(5)  Form of Washington Steel Corporation Employees Capital Accumulation
          Plan (Massillon, OH), as amended and restated effective July 1, 1993

    5(1)  Opinion of William D. Sprague, Vice President and General Counsel of
          the Company, relating to the legality of securities

    5(2)  Opinion of Ballard Spahr Andrews & Ingersoll confirming compliance of
          the provisions of the Washington Steel Corporation Employees Capital
          Accumulation Plan (Massillon, OH) with the requirements of ERISA
          pertaining to such provisions

    23(1) Consent of William D. Sprague, Vice President and General Counsel of
          the Company, is contained in the opinion filed as Exhibit 5(1)

    23(2) Consent of Ballard Spahr Andrews & Ingersoll is contained in the
          opinion filed as Exhibit 5(2)

    23(3) Consent of Arthur Andersen & Co.

    24    Power of Attorney (included on page II-16)