Registration No. ___________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                       ----------------------------------------

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

                            THE WEST COMPANY, INCORPORATED
                  (Exact name of issuer as specified in its charter)

               Pennsylvania             23-1210010
               (State of Incorporation) (I.R.S.   Employer   Identification
                                        No.)

               101 Gordon Drive
               Lionville, Pennsylvania 19341
               (Address of Principal Executive Offices) (Zip Code)

                            THE WEST COMPANY, INCORPORATED
                    1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
                               (Full title of the plan)

                         John R. Gailey III, Esquire
                         Vice President, General Counsel and Secretary
                         The West Company, Incorporated
                         101 Gordon Drive
                         Lionville, Pennsylvania  19341
                         (Name and address of agent for service)

                                    (610) 594-3319
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
          -----------------------------------------------------------------
          <TABLE>
          <CAPTION>
          <S>              <C>        <C>          <C>          <C>   
                                      Proposed     Proposed
          Title of         Amount     maximum      maximum
          securities       to be      offering    aggregate    Amount of
          to be          registered  price per     offering  registration
          aggregate         (1)      share (2)    price (2)       fee
          -----------------------------------------------------------------
          Common Stock,
          par value      1,500,000     $29.00    $43,500,000  $12,832.50
          $.25 per share   shares
          -----------------------------------------------------------------

          <PAGE>



          </TABLE>

          (1)  This   Registration   Statement  also   registers  such
               additional  indeterminate  number of  shares  of Common
               Stock  or other  securities as  may become  issuable by
               reason  of the  anti-dilution adjustment  provisions of
               the 1998 Key Employee Incentive Compensation Plan.

          (2)  Estimated  solely  for  purposes  of   determining  the
               registration fee  in accordance with Rule  457(h) under
               the Securities Act of  1933 on the basis of  $29.00 per
               share,  the average of the  high and low  prices of the
               Company's Common  Stock as reported in the consolidated
               reporting system of the New York Stock Exchange  on May
               26, 1998.

          Item 3. Incorporation of Documents by Reference.

               The Company's  1997 Annual Report on Form  10-K for the
          year ended  December 31, 1997 (Commission  File No. 1-8036),
          and the Company s Report on Form 10-Q for the quarter ending
          March 31, 1998 (Commission File  No. 1-8036) have been filed
          with  the   Securities  and  Exchange   Commission  and  are
          incorporated herein by reference.

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

          Item 6. Indemnification of Directors and Officers

               The Company maintains a policy of insurance under which
          the respective  directors and officers (as  defined therein)
          of the  Company are insured subject  to specified exclusions
          and  deductible  and retention  and maximum  amounts against
          loss arising from  any civil  claim or claims  which may  be
          made  against any director or officer (as so defined) of the
          Company by  reason of  any breach  of duty, neglect,  error,
          misstatement, misleading statement, omission or act done  or
          wrongfully  attempted or  alleged  to have  been done  while
          acting in their respective capacities.

               Section  8 of Article II  of the Bylaws  of the Company
          provides that a director shall not  be personally liable for
          monetary damages  for any action  taken on of  after January
          27, 1987, or for failure to take any action on or after such
          date  unless  (i) the  director  has breached  or  failed to
          perform the duties of  his office under Section 8363  of the
          Pennsylvania Directors  Liability Act (Act 145 of 1986, P.L.

         <PAGE>



          1458),  relating   to  standard  of  care   and  justifiable
          reliance,  and  (ii)  the   breach  or  failure  to  perform
          constitutes    self-dealing,     willful    misconduct    or
          recklessness.  The provisions  of  Section 8  of Article  II
          shall not apply  to (i)  any criminal statute,  or (ii)  the
          liability  of a  director for  the payment  of taxes  due to
          local, state or federal law.

               Article  IV of  the  Bylaws provides  that the  Company
          shall  indemnify any  person  who  was  or  is  a  party  or
          threatened  to be made a party to any threatened, pending or
          completed  action, suit or proceeding  by reason of the fact
          that  such person is or was a director, officer, employee or
          agent of the  Company or  serving as at  the request of  the
          Company as a director, officer, employee or agent of another
          entity.  Such indemnification shall be against all expenses,
          judgments,  fines and  amounts  paid in  settlement of  such
          proceedings to the extent that such person has not otherwise
          been indemnified and the  power to give such indemnification
          has  been granted by statute.   For this  purpose, the Board
          has the power to buy and maintain insurance at the Company s
          expense.   Payment of expenses may be made to an indemnified
          person prior to the final disposition of an action.

               The  Pennsylvania  Directors   Liability  Act  and  the
          Pennsylvania   Business   Corporations  Law   authorize  the
          indemnification set forth above if the actions of the person
          to be  indemnified did not constitute  willful misconduct or
          recklessness  or,  in  the  opinion of  the  Company,  self-
          dealing.  The character of the  conduct of the  person to be
          indemnified shall be determined  by members of the Board not
          parties to  such  litigation,  independent  counsel  or  the
          shareholders  of the Company.  The obligation of the Company
          to indemnify  a director,  officer, employee or  agent under
          Article IV  constitutes a  contract between the  Company and
          such person, and no modification or repeal  of any provision
          of Article IV will affect, to the detriment of the director,
          officer, employee  or agent such obligations  of the Company
          in connection with  a claim based  in any act or  failure to
          act occurring before such modification or repeal.


          Item 8. Exhibits.

                The following exhibits are filed herewith:

          Exhibit No.                 Description
          -----------                 -----------
          <TABLE>
          <CAPTION>
          <S>              <C>
             5             Opinion of General Counsel regarding 
                           legality of securities being registered.

         <PAGE>



             23(a)         Consent of Coopers & Lybrand L.L.P.

             23(b)         Consent of General Counsel
                           (contained in opinion filed as Exhibit 5)

             24            Powers of Attorney
          </TABLE>
          Item 9.      Undertakings

          1.    The undersigned registrant hereby undertakes:

             (a) To file, during  any period in which offers  or sales
                 are being  made, a post-effective  amendment to  this
                 registration statement:
           
                 (i)    To  include any prospectus required by Section
                        10(a)(3) of the Securities Act of 1933;

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

                 (iii)  To  include  any   material  information  with
                        respect  to  the   plan  of  distribution  not
                        previously   disclosed  in   the  registration
                        statement  or  any  material  change  to  such
                        information in the registration statement;
           
                        Provided, however, that  paragraphs (a)(i) and
                        (a)(ii) above do not apply if the registration
                        statement is on Form S-3, Form S-8 or Form F-3,
                        and the information required to be included in
                        a post-effective  amendment by those paragraphs
                        is contained  in periodic  reports filed with or
                        furnished  to the Commission by the registrant
                        pursuant to Section 13 or Section 15(d) of the
                        Securities  Exchange  Act  of  1934  that  are

                       <PAGE>



                        incorporated by reference  in the registration
                        statement.

             (b) 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.
           
             (c) 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.

          2.    The undersigned registrant hereby undertakes that,  for
                purposes  of   determining  any   liability  under  the
                Securities   Act   of   1933,  each   filing   of   the
                registrant's annual  report pursuant  to Section  13(a)
                or  Section 15(d)  of the  Securities Exchange  Act  of
                1934  (and,  where   applicable,  each  filing  of   an
                employee  benefit  plan's  annual  report  pursuant  to
                Section 15(d) of  the Securities Exchange Act of  1934)
                that is incorporated by  reference in the  registration
                statement  shall be  deemed to  be a  new  registration
                statement relating  to the  securities offered therein,
                and the offering of  such securities at that time shall
                be  deemed  to  be  the  initial  bona  fide   offering
                thereof.

          3.    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.


         <PAGE>


                                      SIGNATURES

             Pursuant to  the requirements of  the Securities Act  of 1933,
          the  registrant  certified  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
          Lionville, Township of Uwchlan,  Commonwealth of Pennsylvania, on
          the 28th day of May, 1998.

                           THE WEST COMPANY, INCORPORATED


                           /s/ John R. Gailey III
                           ________________________________________
                           John R. Gailey III
                           Vice President, General Counsel and Secretary

               Pursuant to the requirements of the  Securities Act of 1933,
          this  registration  statement  has   been  signed  below  by  the
          following persons in the capacities and on the dates indicated.
          <TABLE>
          <CAPTION>

          Signature                    Title                Date
          <S>                         <C>                 <C>
           /s/William G. Little
          ------------------------    Director, Chairman of the 
          William G. Little           Board, President and Chief 
                                      Executive Officer (Principal
                                      Executive Officer)



          /s/Steven A. Ellers
          ------------------------    Senior Vice President, 
          Steven A. Ellers            Finance and Administration
                                      (Principal Financial Officer)

          /s/ Anna Mae Papso 
          ------------------------    Vice President and
          Anna Mae Papso              Corporate Controller
                                      (Principal Accounting Officer)


          Tenley E. Albright          Director

          John W. Conway              Director

          George W. Ebright           Director

          L. Robert Johnson           Director      By: /s/John R. Gailey III
                                                             ---------
          William H. Longfield        Director        John R. Gailey III
                                                       Attorney-in-Fact

          John P. Neafsey             Director          [May 28, 1998]

         <PAGE>



          Monroe E. Trout             Director

          Anthony Welters             Director

          J. Roffe Wike, II           Director

          Geoffrey F. Worden          Director
          </TABLE>
              Powers of  attorney authorizing William G.  Little and John
          R. Gailey III to execute this Registration Statement, and
          amendments thereto, for each of the  directors of Registrant on
          whose behalf  this Registration Statement is filed, have been
          executed and filed in Exhibit 24 to this Registration Statement.


         <PAGE>



                                    Exhibit Index
          <TABLE>
          <CAPTION>
          <S>          <C>                          <C>
                                                    Page Number of
          Exhibit No.  Description                  Registration Statement


             5         Opinion of General Counsel          9
                                                         ----

             23(a)     Consent of Coopers & Lybrand L.L.P. 10
                                                         ----

             23(b)     Consent of Corporate Counsel
                       (contained in opinion filed as Exhibit 5)


             24        Powers of Attorney                 11-21
                                                           ----
          </TABLE>
[{"type": "S-8", "sequence": "1", "description": "S8 FILING", "secsgml_size_bytes": 18971}]
{"company-data": {"conformed-name": "WEST CO INC", "cik": "0000105770", "assigned-sic": "3060", "irs-number": "231210010", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53817", "film-number": "98633225"}, "business-address": {"street1": "101 GORDON DR", "street2": "P O BOX 645", "city": "LIONVILLE", "state": "PA", "zip": "19341-0645", "phone": "6105942900"}, "mail-address": {"street1": "101 GORDON DRIVE", "street2": "PO BOX 645", "city": "LIONVILLE", "state": "PA", "zip": "19341-0645"}}
Registration No. ___________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                       ----------------------------------------

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

                            THE WEST COMPANY, INCORPORATED
                  (Exact name of issuer as specified in its charter)

               Pennsylvania             23-1210010
               (State of Incorporation) (I.R.S.   Employer   Identification
                                        No.)

               101 Gordon Drive
               Lionville, Pennsylvania 19341
               (Address of Principal Executive Offices) (Zip Code)

                            THE WEST COMPANY, INCORPORATED
                    1998 KEY EMPLOYEE INCENTIVE COMPENSATION PLAN
                               (Full title of the plan)

                         John R. Gailey III, Esquire
                         Vice President, General Counsel and Secretary
                         The West Company, Incorporated
                         101 Gordon Drive
                         Lionville, Pennsylvania  19341
                         (Name and address of agent for service)

                                    (610) 594-3319
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
          -----------------------------------------------------------------
Proposed     Proposed
          Title of         Amount     maximum      maximum
          securities       to be      offering    aggregate    Amount of
          to be          registered  price per     offering  registration
          aggregate         (1)      share (2)    price (2)       fee
          -----------------------------------------------------------------
          Common Stock,
          par value      1,500,000     $29.00    $43,500,000  $12,832.50
          $.25 per share   shares
          -----------------------------------------------------------------
(1)  This   Registration   Statement  also   registers  such
               additional  indeterminate  number of  shares  of Common
               Stock  or other  securities as  may become  issuable by
               reason  of the  anti-dilution adjustment  provisions of
               the 1998 Key Employee Incentive Compensation Plan.

          (2)  Estimated  solely  for  purposes  of   determining  the
               registration fee  in accordance with Rule  457(h) under
               the Securities Act of  1933 on the basis of  $29.00 per
               share,  the average of the  high and low  prices of the
               Company's Common  Stock as reported in the consolidated
               reporting system of the New York Stock Exchange  on May
               26, 1998.

          Item 3. Incorporation of Documents by Reference.

               The Company's  1997 Annual Report on Form  10-K for the
          year ended  December 31, 1997 (Commission  File No. 1-8036),
          and the Company s Report on Form 10-Q for the quarter ending
          March 31, 1998 (Commission File  No. 1-8036) have been filed
          with  the   Securities  and  Exchange   Commission  and  are
          incorporated herein by reference.

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

          Item 6. Indemnification of Directors and Officers

               The Company maintains a policy of insurance under which
          the respective  directors and officers (as  defined therein)
          of the  Company are insured subject  to specified exclusions
          and  deductible  and retention  and maximum  amounts against
          loss arising from  any civil  claim or claims  which may  be
          made  against any director or officer (as so defined) of the
          Company by  reason of  any breach  of duty, neglect,  error,
          misstatement, misleading statement, omission or act done  or
          wrongfully  attempted or  alleged  to have  been done  while
          acting in their respective capacities.

               Section  8 of Article II  of the Bylaws  of the Company
          provides that a director shall not  be personally liable for
          monetary damages  for any action  taken on of  after January
          27, 1987, or for failure to take any action on or after such
          date  unless  (i) the  director  has breached  or  failed to
          perform the duties of  his office under Section 8363  of the
          Pennsylvania Directors  Liability Act (Act 145 of 1986, P.L.
1458),  relating   to  standard  of  care   and  justifiable
          reliance,  and  (ii)  the   breach  or  failure  to  perform
          constitutes    self-dealing,     willful    misconduct    or
          recklessness.  The provisions  of  Section 8  of Article  II
          shall not apply  to (i)  any criminal statute,  or (ii)  the
          liability  of a  director for  the payment  of taxes  due to
          local, state or federal law.

               Article  IV of  the  Bylaws provides  that the  Company
          shall  indemnify any  person  who  was  or  is  a  party  or
          threatened  to be made a party to any threatened, pending or
          completed  action, suit or proceeding  by reason of the fact
          that  such person is or was a director, officer, employee or
          agent of the  Company or  serving as at  the request of  the
          Company as a director, officer, employee or agent of another
          entity.  Such indemnification shall be against all expenses,
          judgments,  fines and  amounts  paid in  settlement of  such
          proceedings to the extent that such person has not otherwise
          been indemnified and the  power to give such indemnification
          has  been granted by statute.   For this  purpose, the Board
          has the power to buy and maintain insurance at the Company s
          expense.   Payment of expenses may be made to an indemnified
          person prior to the final disposition of an action.

               The  Pennsylvania  Directors   Liability  Act  and  the
          Pennsylvania   Business   Corporations  Law   authorize  the
          indemnification set forth above if the actions of the person
          to be  indemnified did not constitute  willful misconduct or
          recklessness  or,  in  the  opinion of  the  Company,  self-
          dealing.  The character of the  conduct of the  person to be
          indemnified shall be determined  by members of the Board not
          parties to  such  litigation,  independent  counsel  or  the
          shareholders  of the Company.  The obligation of the Company
          to indemnify  a director,  officer, employee or  agent under
          Article IV  constitutes a  contract between the  Company and
          such person, and no modification or repeal  of any provision
          of Article IV will affect, to the detriment of the director,
          officer, employee  or agent such obligations  of the Company
          in connection with  a claim based  in any act or  failure to
          act occurring before such modification or repeal.

          Item 8. Exhibits.

                The following exhibits are filed herewith:

          Exhibit No.                 Description
          -----------                 -----------
5             Opinion of General Counsel regarding 
                           legality of securities being registered.
23(a)         Consent of Coopers & Lybrand L.L.P.

             23(b)         Consent of General Counsel
                           (contained in opinion filed as Exhibit 5)

             24            Powers of Attorney
Item 9.      Undertakings

          1.    The undersigned registrant hereby undertakes:

             (a) To file, during  any period in which offers  or sales
                 are being  made, a post-effective  amendment to  this
                 registration statement:
           
                 (i)    To  include any prospectus required by Section
                        10(a)(3) of the Securities Act of 1933;

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

                 (iii)  To  include  any   material  information  with
                        respect  to  the   plan  of  distribution  not
                        previously   disclosed  in   the  registration
                        statement  or  any  material  change  to  such
                        information in the registration statement;
           
                        Provided, however, that  paragraphs (a)(i) and
                        (a)(ii) above do not apply if the registration
                        statement is on Form S-3, Form S-8 or Form F-3,
                        and the information required to be included in
                        a post-effective  amendment by those paragraphs
                        is contained  in periodic  reports filed with or
                        furnished  to the Commission by the registrant
                        pursuant to Section 13 or Section 15(d) of the
                        Securities  Exchange  Act  of  1934  that  are
incorporated by reference  in the registration
                        statement.

             (b) 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.
           
             (c) 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.

          2.    The undersigned registrant hereby undertakes that,  for
                purposes  of   determining  any   liability  under  the
                Securities   Act   of   1933,  each   filing   of   the
                registrant's annual  report pursuant  to Section  13(a)
                or  Section 15(d)  of the  Securities Exchange  Act  of
                1934  (and,  where   applicable,  each  filing  of   an
                employee  benefit  plan's  annual  report  pursuant  to
                Section 15(d) of  the Securities Exchange Act of  1934)
                that is incorporated by  reference in the  registration
                statement  shall be  deemed to  be a  new  registration
                statement relating  to the  securities offered therein,
                and the offering of  such securities at that time shall
                be  deemed  to  be  the  initial  bona  fide   offering
                thereof.

          3.    Insofar  as  indemnification  for  liabilities  arising
                under the  Securities Act of  1933 may  be permitted to
                directors, officers  and  controlling  persons  of  the
                registrant  pursuant to  the foregoing  provisions,  or
                otherwise, the registrant has been advised that in  the
                opinion of the  Securities and Exchange Commission such
                indemnification is  against public policy as  expressed
                in the  Act and  is, therefore,  unenforceable. In  the
                event  that  a claim  for indemnification  against such
                liabilities  (other than the payment  by the registrant
                of expenses incurred or paid  by a director, officer or
                controlling person of the registrant in the  successful
                defense of any action, suit or proceeding) is  asserted
                by  such director,  officer  or controlling  person  in
                connection with  the securities  being registered,  the
                registrant will, unless  in the opinion of its  counsel
                the  matter has been settled  by controlling precedent,
                submit  to  a  court  of appropriate  jurisdiction  the
                question whether such indemnification by it is  against
                public  policy  as expressed  in  the  Act and  will be
                governed by the final adjudication of such issue.
SIGNATURES

             Pursuant to  the requirements of  the Securities Act  of 1933,
          the  registrant  certified  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
          Lionville, Township of Uwchlan,  Commonwealth of Pennsylvania, on
          the 28th day of May, 1998.

                           THE WEST COMPANY, INCORPORATED

                           /s/ John R. Gailey III
                           ________________________________________
                           John R. Gailey III
                           Vice President, General Counsel and Secretary

               Pursuant to the requirements of the  Securities Act of 1933,
          this  registration  statement  has   been  signed  below  by  the
          following persons in the capacities and on the dates indicated.
Signature                    Title                Date
/s/William G. Little
          ------------------------    Director, Chairman of the 
          William G. Little           Board, President and Chief 
                                      Executive Officer (Principal
                                      Executive Officer)

          /s/Steven A. Ellers
          ------------------------    Senior Vice President, 
          Steven A. Ellers            Finance and Administration
                                      (Principal Financial Officer)

          /s/ Anna Mae Papso 
          ------------------------    Vice President and
          Anna Mae Papso              Corporate Controller
                                      (Principal Accounting Officer)

          Tenley E. Albright          Director

          John W. Conway              Director

          George W. Ebright           Director

          L. Robert Johnson           Director      By: /s/John R. Gailey III
                                                             ---------
          William H. Longfield        Director        John R. Gailey III
                                                       Attorney-in-Fact

          John P. Neafsey             Director          [May 28, 1998]
Monroe E. Trout             Director

          Anthony Welters             Director

          J. Roffe Wike, II           Director

          Geoffrey F. Worden          Director
Powers of  attorney authorizing William G.  Little and John
          R. Gailey III to execute this Registration Statement, and
          amendments thereto, for each of the  directors of Registrant on
          whose behalf  this Registration Statement is filed, have been
          executed and filed in Exhibit 24 to this Registration Statement.
Exhibit Index
Page Number of
          Exhibit No.  Description                  Registration Statement

             5         Opinion of General Counsel          9
                                                         ----

             23(a)     Consent of Coopers & Lybrand L.L.P. 10
                                                         ----

             23(b)     Consent of Corporate Counsel
                       (contained in opinion filed as Exhibit 5)

             24        Powers of Attorney                 11-21
                                                           ----