Registration No. 33-___________
      As filed with the Securities and Exchange Commission
                        on March 13, 1996
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549
        ________________________________________________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
        ________________________________________________
                        DRAVO CORPORATION
         Pennsylvania                       25-0447860
   (State or jurisdiction of             (I.R.S. Employer
Incorporation or organization)         Identification No.)
                                                 
                        One Oliver Plaza
                 Pittsburgh, Pennsylvania  15222
            (Address of principal executive offices)
           ___________________________________________
                        DRAVO CORPORATION
                STOCK INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)
           ___________________________________________
                         James J. Puhala
          Vice President, Secretary and General Counsel
                        Dravo Corporation
                        One Oliver Plaza
                 Pittsburgh, Pennsylvania  15222
             (Name and address of agent for service)
                          412-566-3000
             (Telephone number of agent for service)
                  Copies of communications to:
                  William J. McCormick, Esquire
           Buchanan Ingersoll Professional Corporation
                        One Oxford Centre
                  301 Grant Street, 20th Floor
                    Pittsburgh, PA 15219-1410
                          412-562-1025
           ___________________________________________
                 CALCULATION OF REGISTRATION FEE
Title of            Amount    Proposed  Proposed     Amount of
Securities To Be    to Be     Maximum   Maximum      Registration
Registered          Register  Offering  Aggregate    Fee
                    ed        Price     Offering
                              Per       Price
                              Share
Capital Stock (par   70,000    $12.375   $866,250       $299
value $1.00 per                  (1)        (1)
share)

(1)  Estimated solely for purposes of calculating the
     registration fee pursuant to Rule 457(h).  Such price, which
     is the average of the high and low prices for the Common
     Stock on the New York Stock Exchange, as reported in The
     Wall Street Journal, Midwest Edition, on March 11, 1996, has
     been determined in accordance with Rule 457(c).
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
     This Registration Statement relates to the Dravo Corporation
Stock Incentive Compensation Plan (the "Plan").  Dravo
Corporation (the "Corporation" or the "Registrant") is
incorporated in the Commonwealth of Pennsylvania.

Item 3.   Incorporation of Documents by Reference

     The Corporation hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below.  The Corporation also incorporates by reference, from the
date of filing of such documents, all documents subsequently
filed by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Securities Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold:

     a)   The latest annual report of the Corporation filed pursuant
to Section 13(a) or 15(d) under the Securities Exchange Act.

     b)   All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and

c)   The description of the Common Stock of the Corporation
contained in the Corporation's registration statement filed under
Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     Not Applicable.

Item 6.   Indemnification of Directors and Officers

     Pennsylvania statutory law regarding directors and officers
insurance and indemnification is embodied in Subchapter D
(Sections 1741 through 1750) of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL").  Section 1741
(relating to third party actions) and 1742 (relating to
derivative actions) of the BCL provide that, unless otherwise
restricted by its bylaws, a business corporation shall have the
power to indemnify any person who is made a party to a third-
party or derivative action, respectively, by reason that such
person is or was a representative of the corporation.  The BCL
defines representative to mean a director, officer, employee or
agent thereof (a "Representative").  The sections further state
that the corporation is authorized to indemnify the
Representative against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action.
However, the Representative must have acted in good faith and
with a reasonable belief that his or her actions were in the best
interests, or not opposed to the best interests, of the
corporation; and with respect to any criminal proceeding, the
Representative must have had no reasonable cause to believe his
or her conduct was unlawful.

     Section 1743 of the BCL provides mandatory indemnification
for a Representative if he or she succeeds on the merits or
otherwise in the defense of any claim or action.  The corporation
must indemnify him or her to the extent of his or her actual and
reasonable expenses (including attorney's fees) in connection
with the claim or action.

     Section 1746(a) states that the statutory rights of
indemnification shall not be deemed exclusive of any other rights
to which a person might be entitled under any bylaw, agreement,
or otherwise.  However, 1746(b) forbids indemnification to be
made in any case where the act or failure to act giving rise to
the claim is determined by a court to be willful misconduct or
recklessness.  A corporation may not provide indemnification in
the case of willful misconduct or recklessness.

     The BCL, in Section 1747, also authorizes corporations to
purchase and maintain insurance on behalf of a Representative,
whether or not the corporation would have the power to indemnify
him or her.  Such insurance is declared to be consistent with
Pennsylvania's public policy.

     Article XVII of the Corporation's Bylaws provides as
follows:

                          ARTICLE XVII
                         Indemnification
                                
          SECTION 1.  The Corporation shall indemnify
     every person who is or was a party or is threatened
     to be made a party to or is involved (as a witness
     or otherwise) in any threatened, pending or
     completed action, suit or proceeding, whether
     civil, criminal, administrative or investigative
     and whether or not by or in the right of the
     Corporation or otherwise (hereafter a
     "proceeding"), by reason of the fact that he or she
     is or was a Director or officer or employee of the
     Corporation, or is or was serving at the request of
     the Corporation as a Director, officer or trustee
     or employee of another corporation, partnership,
     joint venture, trust or other enterprise, including
     service with respect to an employee benefit plan,
     or by reason of any action alleged to have been
     taken or not taken by him or her while acting in
     any such capacity, against expenses (including
     attorneys' fees) and all liability and loss,
     including judgments, fines, ERISA excise taxes and
     penalties and amounts paid or to be paid in
     settlement (whether with or without court
     approval), actually and reasonable incurred by him
     or her in connection with such threatened, pending
     or completed action, suit or proceeding, except to
     the extent prohibited by law as the same exists or
     may hereafter be amended (except in the case of any
     such amendment which has the effect of narrowing
     indemnification rights that the Corporation was
     permitted to provide prior to such amendment);
     provided, however, that except with respect to
     claims described in Section 2 hereof, the
     Corporation shall indemnify-any such person seeking
     indemnification in connection with a proceeding (or
     part thereof), initiated by such person only if
     such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.  Subject
     to the foregoing indemnification, the right to
     indemnification conferred in this Section shall
     include the right to be paid by the Corporation
     expenses incurred; provided, however, that to the
     extent required by law, the payment of such
     expenses in advance of the final disposition of a
     proceeding shall be made only upon receipt of an
     undertaking by or on behalf of such person to repay
     such amounts if it shall ultimately be determined
     that he or she is not entitled to be indemnified
     under this Article or otherwise.
     
          SECTION 2.  If a claim under Section 1 is not
     paid in full by the Corporation within forty-five
     (45) days after a written claim has been received
     by the Corporation, the claimant may, at any time
     thereafter, bring suit against the Corporation to
     recover the unpaid amount of the claim.  The
     claimant shall also be entitled to be paid the
     expenses of prosecuting such claim to the extent he
     or she is successful in whole or in part on the
     merits or otherwise in establishing his or her
     right to indemnification or to the advancement of
     expenses.
     
          SECTION 3.  The right to indemnification,
     including the right to the advancement of expenses,
     conferred in this Article shall not be exclusive of
     any other rights to which a person seeking
     indemnification or advancement of expenses
     hereunder may be entitled under any by-law,
     agreement, vote of shareholders, or directors or
     otherwise, both as to action in his or her official
     capacity and as to action in any other capacity
     while holding that office.
     
          SECTION 4. The Corporation may create a fund
     of any nature, which may, but need not be, under
     the control of a trustee, or otherwise secure or
     insure in any manner its indemnification
     obligations, including its obligation to advance
     expenses, whether arising under or pursuant to this
     Article or otherwise.
     
          SECTION 5.  The Corporation shall have the
     express authority to enter into such agreements as
     the Board of Directors deem appropriate for the
     indemnification of, including the advancement of
     expenses to, present or future Directors, officers
     and employees of the Corporation in connection with
     their service to, or status with, the Corporation
     or any other corporation, partnership, joint
     venture, trust or other enterprise, including any
     employee benefit plan, for whom such person is
     serving at the request of the Corporation.
     
          SECTION 6.  The right to indemnification,
     including the right to the advancement of expenses
     provided herein, shall be a contract right, shall
     continue as to a person who has ceased to be a
     director, officer, employee, or to serve in any
     other of the capacities described herein, and shall
     inure to the benefit of the heirs, executors and
     administrators of such person.  Notwithstanding any
     amendment, alteration or repeal of this Article or
     any of its provisions or the adoption of any
     provision inconsistent with this Article or any of
     its provisions, any person who is or was a
     director, officer or employee or is or was serving
     at the request of the Corporation as a director,
     officer, employee, or trustee of another
     corporation or of a partnership, joint venture,
     trust or other enterprise, including service with
     respect to employee benefit plans, shall be
     entitled to indemnification, including the right to
     the advancement of expenses, in accordance with the
     provisions hereof and thereof with respect to any
     action taken or omitted prior to such amendment,
     alteration or repeal or the adoption of such
     inconsistent provision except to the extent such
     amendment, alteration, repeal or inconsistent
     provisions provides broader rights with respect to
     indemnification, including the advancement of
     expenses, than the Corporation was permitted to
     provide prior to the amendment, alteration, repeal,
     or the adoption of such inconsistent provision or
     to the extent otherwise prescribed by law.
     
     In addition, the Corporation has entered into agreements
with each member of its Board of Directors which contractually
require the Corporation to indemnify the Director to the same
extent as indemnification is provided under Article XVII of the
Bylaws.

Item 7.   Exemption from Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     The following is a list of exhibits filed as part of this
Registration Statement, which are incorporated herein:

                                
4.01    Amended and Restated    Exhibit 3.1 of the Corporation's
        Articles of             Form 8-K filed February 12, 1992
        Incorporation of the    is    incorporated   hereby   by
        Corporation             reference
                                
                                
4.02    Bylaws of the           Exhibit 3.1 of the Corporation's
        Corporation, as         March  30,  1995  Form  10K   is
        amended, January 1,     incorporated herein by reference
        1995                    
        
4.03    Shareholders' Rights    Shareholders' Rights Agreement
        Agreement               dated as of April 4, 1986
                                between Dravo Corporation and
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank), as
                                rights agent, incorporated by
                                reference to Exhibit (1) of the
                                April, 1986 Form 8-K of the
                                Registrant.
                                
4.04    Statement with Respect  Statement with Respect to Shares
        to Shares               -- Domestic Business Corporation
                                amending Section 3(a) of the
                                Certificate of Designations,
                                Preferences and Rights of Series
                                D Cumulative Convertible
                                Exchangeable Preference Stock is
                                incorporated by reference to
                                exhibit (4)(ii) of the June 30,
                                1990 Form 10-Q of the
                                Registrant.
                                
4.05    Form of                 Form of indemnification
        Indemnification         Agreement between Dravo
        Agreement               Corporation and members of its
                                Board of Directors incorporated
                                by reference to Exhibit
                                (10)(xvii) of the December 31,
                                1987 Form 10-K of the
                                Registrant.
                                
4.06    Statement Regarding S-  Statement with respect to
        8 Rules                 amended rules for Form S-8 is
                                incorporated by reference to
                                Exhibit (4)(x) of the December
                                31, 1990 Form 10-K of the
                                Registrant.
                                
4.07    Credit and Note and     Credit and Note and Stock
        Stock Purchase          Purchase Agreement dated as of
        Agreement               September 21, 1988 by and among
                                Dravo Corporation, its wholly-
                                owned subsidiaries, Dravo Lime
                                Company and Dravo Basic
                                Materials Company, Inc. and The
                                Prudential Insurance Company of
                                America and Prudential
                                Interfunding Corp. is
                                incorporated by reference to
                                Exhibit (4)(i) of the September
                                27, 1988 Form 8-K of the
                                Registrant and amendment dated
                                March 13, 1990 to said agreement
                                is incorporated by reference to
                                Exhibit (4)(v) of the
                                December 31, 1989 Form 10-K of
                                the Registrant.
                                
4.08    Registration Agreement  Registration agreement dated as
                                of September 21, 1988 between
                                Dravo Corporation and The
                                Prudential Insurance Company of
                                America, is incorporated by
                                reference to Exhibit (4)(vi) to
                                the September 27, 1988 Form 8-K
                                of the Registrant.
                                
4.09(a) Revolving Line of       Revolving Line of Credit
        Credit Agreement        Agreement with all attendant
                                schedules and exhibits dated as
                                of September 20, 1990, by and
                                among Dravo Corporation.  Dravo
                                Lime Company, Dravo Basic
                                Materials Company, Inc., First
                                Alabama Bank, and PNC Bank, N.A.
                                (formerly Pittsburgh National
                                Bank) is incorporated by
                                reference to Exhibit (4)(i) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(b) Amendment to Credit     Amendment to Credit and Note and
        and Note and Stock      Stock Purchase Agreement dated
        Purchase Agreement      as of September 21, 1988 by and
                                among Dravo Corporation, Dravo
                                Lime Company, Dravo Basic
                                Materials Company, Inc., The
                                Prudential Insurance Company of
                                America, and Prudential
                                Interfunding Corp., is
                                incorporated by reference to
                                Exhibit (4)(ii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(c) First amendment to the  First amendment to the
        Corporation's Pledge    Corporation's Pledge Agreement
        Agreement               dated September 20, 1990 of the
                                Credit and Note and Stock
                                Purchase Agreement dated
                                September 21, 1988 is
                                incorporated by reference to
                                Exhibit (4)(iii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(d) First amendment to the  First amendment to the Second
        Second Intercreditor    Intercreditor Agreement dated
        Agreement               September 20, 1990 of the Credit
                                and Note and Stock Purchase
                                Agreement dated September 21,
                                1988 is incorporated by
                                reference to Exhibit (4)(iv) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(e) Intercreditor           Intercreditor Agreement dated
        Agreement               September 20, 1990 by and among
                                The Prudential Insurance company
                                of America, First Alabama Bank,
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank),
                                Mellon Bank, N.A., and the Royal
                                Bank of Canada is incorporated
                                by reference to Exhibit (4)(v)
                                of the September 30, 1990 Form
                                10-Q of the Registrant.
                                
                                
                                
4.10    Loan Agreement          Loan Agreement dated as of
                                December 1, 1978 between Dravo
                                Equipment Company and County of
                                Harrison, Ohio.
                                
                                The Registrant hereby agrees to
                                furnish to the Commission upon
                                request a copy of the instrument
                                listed under exhibit 4.10.  The
                                instrument does not authorize
                                the issuance of securities in
                                excess of 10 percent of total
                                assets of the Registrant and its
                                subsidiaries on a consolidated
                                basis.
                                
4.11    Override Agreement      Override Agreement, dated
                                January 21, 1992, between Dravo
                                Corporation, The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank, N.A. is incorporated by
                                reference to Exhibit 10.1 of the
                                February 12, 1992 Form 8-K of
                                the Registrant.
                                
4.12    First Amendment, dated  First Amendment, dated March 10,
        March 10, 1993, to the  1993, to the Override Agreement
        Override Agreement      dated January 21, 1992 between
                                Dravo Corporation, The
                                Prudential Insurance Company of
                                America, First Alabama Bank, PNC
                                Bank, N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank N.A. is incorporated by
                                reference to Exhibit 4(xi) of
                                the December 31, 1992 Form 10-K
                                of the Registrant.
                                
4.13    Second Amendment,       Second Amendment, dated March 7,
        dated March 7, 1994,    1994, to the Override Agreement
        to the Override         dated January 21, 1992 is
        Agreement               incorporated by reference to
                                Exhibit 4(xii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.14    First Amendment, dated  First Amendment, dated March 7,
        March 7, 1994, to the   1994, to the Amended and
        Amended and Restated    Restated Revolving Credit
        Revolving Credit        Agreement dated January 21, 1992
        Agreement.              is incorporated by reference to
                                Exhibit 4(xiii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.15    First Amendment to      Four copies of the First
        Revolving Note          Amendment To Revolving Note,
                                (one each for The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. and Continental Bank N.A.),
                                dated March 7, 1994, to the
                                Amended and Restated Revolving
                                Credit Agreement dated
                                January 21, 1992 are
                                incorporated by reference to
                                Exhibit 4(xiv) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.16    Note Purchase           Note Purchase Agreement dated
        Agreement               August 1, 1994 between Dravo
                                Black River Limited Partnership
                                and the Prudential Insurance
                                Company of America is
                                incorporated by reference to the
                                August 18, 1994 Form 8-K of the
                                Registrant.
                                
4.17    Amendment Agreement     Amendment Agreement dated August
                                1, 1994 encompassing the third
                                Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Second Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to the August 18, 1994
                                Form 8-K of the Registrant.
                                
4.18    Amendment Agreement     Amendment Agreement dated
                                January 3, 1995 encompassing the
                                Fourth Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Third Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to Exhibit 4 (xvii) of
                                the December 31, 1994 Form 10-K
                                of the Registrant.
                                
5.01    Opinion of Buchanan     Filed herewith.
        Ingersoll Professional  
        Corporation as to the
        legality of the
        securities being
        registered
        
23.01   Independent             Filed herewith.
        Accountants' Consent    
        
23.02   Consent of Buchanan     Contained in opinion filed as
        Ingersoll Professional  Exhibit 5.01 herewith.
        Corporation             
        
24.01   Power of Attorney       Filed herewith.
                                
                                
                                
Item 9.   Undertakings

     d)   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
               to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement.
               
          2)   That, for the purpose of determining any liability under the
               Securities Act, 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.
               
     e)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act)
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

     f)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 of this Registration Statement, 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 Securities 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 Securities 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 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 Pittsburgh, Commonwealth of Pennsylvania, on the 12th
day of March, 1996.

                              DRAVO CORPORATION
                              
                              
                              By: JAMES J. PUHALA
                                James J. Puhala, Vice President,
                              Secretary and General Counsel
                              
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on March 12, 1996.

      Signature                 Capacity               
                                                  
CARL A GILBERT          President, Chief          
                        Executive Officer
                        and Director
ERNEST F. LADD  III     Executive Vice President  
                        and Chief Financial
                        Officer
LARRY J. WALKER         Vice President and        
                        Controller                
                        
Arthur E. Byrnes*       Director                  
                                                  
James C. Huntington,    Director                  
Jr.*                                              

William E. Kassling*    Director                  
                                                  
William G. Roth*        Director                  
                                                  
Konrad M. Weis*         Director                  
                                                  
*By James J. Puhala, Attorney-in-Fact
                           EXHIBIT INDEX
                                 
Exhibit                             Sequential Page Number*
 No.                                      or Reference
                                
4.01    Amended and Restated    Exhibit 3.1 of the Corporation's
        Articles of             Form 8-K filed February 12, 1992
        Incorporation of the    is    incorporated   hereby   by
        Corporation             reference
                                
                                
4.02    Bylaws of the           Exhibit 3.1 of the Corporation's
        Corporation, as         March  30,  1995  Form  10K   is
        amended, January 1,     incorporated herein by reference
        1995                    
        
4.03    Shareholders' Rights    Shareholders' Rights Agreement
        Agreement               dated as of April 4, 1986
                                between Dravo Corporation and
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank), as
                                rights agent, incorporated by
                                reference to Exhibit (1) of the
                                April, 1986 Form 8-K of the
                                Registrant.
                                
4.04    Statement with Respect  Statement with Respect to Shares
        to Shares               -- Domestic Business Corporation
                                amending Section 3(a) of the
                                Certificate of Designations,
                                Preferences and Rights of Series
                                D Cumulative Convertible
                                Exchangeable Preference Stock is
                                incorporated by reference to
                                exhibit (4)(ii) of the June 30,
                                1990 Form 10-Q of the
                                Registrant.
                                
4.05    Form of                 Form of indemnification
        Indemnification         Agreement between Dravo
        Agreement               Corporation and members of its
                                Board of Directors incorporated
                                by reference to Exhibit
                                (10)(xvii) of the December 31,
                                1987 Form 10-K of the
                                Registrant.
                                
4.06    Statement Regarding S-  Statement with respect to
        8 Rules                 amended rules for Form S-8 is
                                incorporated by reference to
                                Exhibit (4)(x) of the December
                                31, 1990 Form 10-K of the
                                Registrant.
                                
4.07    Credit and Note and     Credit and Note and Stock
        Stock Purchase          Purchase Agreement dated as of
        Agreement               September 21, 1988 by and among
                                Dravo Corporation, its wholly-
                                owned subsidiaries, Dravo Lime
                                Company and Dravo Basic
                                Materials Company, Inc. and The
                                Prudential Insurance Company of
                                America and Prudential
                                Interfunding Corp. is
                                incorporated by reference to
                                Exhibit (4)(i) of the September
                                27, 1988 Form 8-K of the
                                Registrant and amendment dated
                                March 13, 1990 to said agreement
                                is incorporated by reference to
                                Exhibit (4)(v) of the
                                December 31, 1989 Form 10-K of
                                the Registrant.
                                
4.08    Registration Agreement  Registration agreement dated as
                                of September 21, 1988 between
                                Dravo Corporation and The
                                Prudential Insurance Company of
                                America, is incorporated by
                                reference to Exhibit (4)(vi) to
                                the September 27, 1988 Form 8-K
                                of the Registrant.
                                
4.09(a) Revolving Line of       Revolving Line of Credit
        Credit Agreement        Agreement with all attendant
                                schedules and exhibits dated as
                                of September 20, 1990, by and
                                among Dravo Corporation.  Dravo
                                Lime company, Dravo Basic
                                Materials Company, Inc., First
                                Alabama Bank, and PNC Bank, N.A.
                                (formerly Pittsburgh National
                                Bank) is incorporated by
                                reference to Exhibit (4)(i) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(b) Amendment to Credit     Amendment to Credit and Note and
        and Note and Stock      Stock Purchase Agreement dated
        Purchase Agreement      as of September 21, 1988 by and
                                among Dravo Corporation, Dravo
                                Lime Company, Dravo Basic
                                Materials Company, Inc., The
                                Prudential Insurance Company of
                                America, and Prudential
                                Interfunding Corp., is
                                incorporated by reference to
                                Exhibit (4)(ii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(c) First amendment to the  First amendment to the
        Companies' Pledge       Companies' Pledge Agreement
        Agreement               dated September 20, 1990 of the
                                Credit and Note and Stock
                                Purchase Agreement dated
                                September 21, 1988 is
                                incorporated by reference to
                                Exhibit (4)(iii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(d) First amendment to the  First amendment to the Second
        Second Intercreditor    Intercreditor Agreement dated
        Agreement               September 20, 1990 of the Credit
                                and Note and Stock Purchase
                                Agreement dated September 21,
                                1988 is incorporated by
                                reference to Exhibit (4)(iv) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(e) Intercreditor           Intercreditor Agreement dated
        Agreement               September 20, 1990 by and among
                                The Prudential Insurance company
                                of America, First Alabama Bank,
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank),
                                Mellon Bank, N.A., and the Royal
                                Bank of Canada is incorporated
                                by reference to Exhibit (4)(v)
                                of the September 30, 1990 Form
                                10-Q of the Registrant.
                                
                                
                                
4.10    Loan Agreement          Loan Agreement dated as of
                                December 1, 1978 between Dravo
                                Equipment Company and County of
                                Harrison, Ohio.
                                
                                The Registrant hereby agrees to
                                furnish to the Commission upon
                                request a copy of the instrument
                                listed under exhibit 4.10.  The
                                instrument does not authorize
                                the issuance of securities in
                                excess of 10 percent of total
                                assets of the Registrant and its
                                subsidiaries on a consolidated
                                basis.
                                
4.11    Override Agreement      Override Agreement, dated
                                January 21, 1992, between Dravo
                                Corporation, The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank, N.A. is incorporated by
                                reference to Exhibit 10.1 of the
                                February 12, 1992 Form 8-K of
                                the Registrant.
                                
4.12    First Amendment, dated  First Amendment, dated March 10,
        March 10, 1993, to the  1993, to the Override Agreement
        Override Agreement      dated January 21, 1992 between
                                Dravo Corporation, The
                                Prudential Insurance Company of
                                America, First Alabama Bank, PNC
                                Bank, N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank N.A. is incorporated by
                                reference to Exhibit 4(xi) of
                                the December 31, 1992 Form 10-K
                                of the Registrant.
                                
4.13    Second Amendment,        Second Amendment, dated
        dated March 7, 1994,    March 7, 1994, to the Override
        to the Override         Agreement dated January 21, 1992
        Agreement               is incorporated by reference to
                                Exhibit 4(xii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.14    First Amendment, dated  First Amendment, dated March 7,
        March 7, 1994, to the   1994, to the Amended and
        Amended and Restated    Restated Revolving Credit
        Revolving Credit        Agreement dated January 21, 1992
        Agreement.              is incorporated by reference to
                                Exhibit 4(xiii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.15    First Amendment to      Four copies of the First
        Revolving Note          Amendment To Revolving Note,
                                (one each for The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. and Continental Bank N.A.),
                                dated March 7, 1994, to the
                                Amended and Restated Revolving
                                Credit Agreement dated
                                January 21, 1992 are
                                incorporated by reference to
                                Exhibit 4(xiv) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.16    Note Purchase           Note Purchase Agreement dated
        Agreement               August 1, 1994 between Dravo
                                Black River Limited Partnership
                                and the Prudential Insurance
                                Company of America is
                                incorporated by reference to the
                                August 18, 1994 Form 8-K of the
                                Registrant.
                                
4.17    Amendment Agreement     Amendment Agreement dated August
                                1, 1994 encompassing the third
                                Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Second Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to the August 18, 1994
                                Form 8-K of the Registrant.
                                
4.18    Amendment Agreement     Amendment Agreement dated
                                January 3, 1995 encompassing the
                                Fourth Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Third Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to Exhibit 4 (xvii) of
                                the December 31, 1994 Form 10-K
                                of the Registrant.
                                
5.01    Opinion of Buchanan     Filed herewith.
        Ingersoll Professional  
        Corporation as to the
        legality of the
        securities being
        registered
        
23.01   Independent             Filed herewith.
        Accountants' Consent    
        

                                
                                
23.02   Consent of Buchanan     Contained in opinion filed as
        Ingersoll Professional  Exhibit 5.01 herewith.
        Corporation             
        
24.01   Power of Attorney       Filed herewith.
                                
                                                  
                                                  
_______________________________
*  Set forth only on manually signed copy filed with the Securities
and Exchange Commission.
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Registration No. 33-___________
      As filed with the Securities and Exchange Commission
                        on March 13, 1996
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549
        ________________________________________________
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
        ________________________________________________
                        DRAVO CORPORATION
         Pennsylvania                       25-0447860
   (State or jurisdiction of             (I.R.S. Employer
Incorporation or organization)         Identification No.)
                                                 
                        One Oliver Plaza
                 Pittsburgh, Pennsylvania  15222
            (Address of principal executive offices)
           ___________________________________________
                        DRAVO CORPORATION
                STOCK INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)
           ___________________________________________
                         James J. Puhala
          Vice President, Secretary and General Counsel
                        Dravo Corporation
                        One Oliver Plaza
                 Pittsburgh, Pennsylvania  15222
             (Name and address of agent for service)
                          412-566-3000
             (Telephone number of agent for service)
                  Copies of communications to:
                  William J. McCormick, Esquire
           Buchanan Ingersoll Professional Corporation
                        One Oxford Centre
                  301 Grant Street, 20th Floor
                    Pittsburgh, PA 15219-1410
                          412-562-1025
           ___________________________________________
                 CALCULATION OF REGISTRATION FEE
Title of            Amount    Proposed  Proposed     Amount of
Securities To Be    to Be     Maximum   Maximum      Registration
Registered          Register  Offering  Aggregate    Fee
                    ed        Price     Offering
                              Per       Price
                              Share
Capital Stock (par   70,000    $12.375   $866,250       $299
value $1.00 per                  (1)        (1)
share)

(1)  Estimated solely for purposes of calculating the
     registration fee pursuant to Rule 457(h).  Such price, which
     is the average of the high and low prices for the Common
     Stock on the New York Stock Exchange, as reported in The
     Wall Street Journal, Midwest Edition, on March 11, 1996, has
     been determined in accordance with Rule 457(c).
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
     This Registration Statement relates to the Dravo Corporation
Stock Incentive Compensation Plan (the "Plan").  Dravo
Corporation (the "Corporation" or the "Registrant") is
incorporated in the Commonwealth of Pennsylvania.

Item 3.   Incorporation of Documents by Reference

     The Corporation hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below.  The Corporation also incorporates by reference, from the
date of filing of such documents, all documents subsequently
filed by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Securities Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold:

     a)   The latest annual report of the Corporation filed pursuant
to Section 13(a) or 15(d) under the Securities Exchange Act.

     b)   All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and

c)   The description of the Common Stock of the Corporation
contained in the Corporation's registration statement filed under
Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     Not Applicable.

Item 6.   Indemnification of Directors and Officers

     Pennsylvania statutory law regarding directors and officers
insurance and indemnification is embodied in Subchapter D
(Sections 1741 through 1750) of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL").  Section 1741
(relating to third party actions) and 1742 (relating to
derivative actions) of the BCL provide that, unless otherwise
restricted by its bylaws, a business corporation shall have the
power to indemnify any person who is made a party to a third-
party or derivative action, respectively, by reason that such
person is or was a representative of the corporation.  The BCL
defines representative to mean a director, officer, employee or
agent thereof (a "Representative").  The sections further state
that the corporation is authorized to indemnify the
Representative against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action.
However, the Representative must have acted in good faith and
with a reasonable belief that his or her actions were in the best
interests, or not opposed to the best interests, of the
corporation; and with respect to any criminal proceeding, the
Representative must have had no reasonable cause to believe his
or her conduct was unlawful.

     Section 1743 of the BCL provides mandatory indemnification
for a Representative if he or she succeeds on the merits or
otherwise in the defense of any claim or action.  The corporation
must indemnify him or her to the extent of his or her actual and
reasonable expenses (including attorney's fees) in connection
with the claim or action.

     Section 1746(a) states that the statutory rights of
indemnification shall not be deemed exclusive of any other rights
to which a person might be entitled under any bylaw, agreement,
or otherwise.  However, 1746(b) forbids indemnification to be
made in any case where the act or failure to act giving rise to
the claim is determined by a court to be willful misconduct or
recklessness.  A corporation may not provide indemnification in
the case of willful misconduct or recklessness.

     The BCL, in Section 1747, also authorizes corporations to
purchase and maintain insurance on behalf of a Representative,
whether or not the corporation would have the power to indemnify
him or her.  Such insurance is declared to be consistent with
Pennsylvania's public policy.

     Article XVII of the Corporation's Bylaws provides as
follows:

                          ARTICLE XVII
                         Indemnification
                                
          SECTION 1.  The Corporation shall indemnify
     every person who is or was a party or is threatened
     to be made a party to or is involved (as a witness
     or otherwise) in any threatened, pending or
     completed action, suit or proceeding, whether
     civil, criminal, administrative or investigative
     and whether or not by or in the right of the
     Corporation or otherwise (hereafter a
     "proceeding"), by reason of the fact that he or she
     is or was a Director or officer or employee of the
     Corporation, or is or was serving at the request of
     the Corporation as a Director, officer or trustee
     or employee of another corporation, partnership,
     joint venture, trust or other enterprise, including
     service with respect to an employee benefit plan,
     or by reason of any action alleged to have been
     taken or not taken by him or her while acting in
     any such capacity, against expenses (including
     attorneys' fees) and all liability and loss,
     including judgments, fines, ERISA excise taxes and
     penalties and amounts paid or to be paid in
     settlement (whether with or without court
     approval), actually and reasonable incurred by him
     or her in connection with such threatened, pending
     or completed action, suit or proceeding, except to
     the extent prohibited by law as the same exists or
     may hereafter be amended (except in the case of any
     such amendment which has the effect of narrowing
     indemnification rights that the Corporation was
     permitted to provide prior to such amendment);
     provided, however, that except with respect to
     claims described in Section 2 hereof, the
     Corporation shall indemnify-any such person seeking
     indemnification in connection with a proceeding (or
     part thereof), initiated by such person only if
     such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.  Subject
     to the foregoing indemnification, the right to
     indemnification conferred in this Section shall
     include the right to be paid by the Corporation
     expenses incurred; provided, however, that to the
     extent required by law, the payment of such
     expenses in advance of the final disposition of a
     proceeding shall be made only upon receipt of an
     undertaking by or on behalf of such person to repay
     such amounts if it shall ultimately be determined
     that he or she is not entitled to be indemnified
     under this Article or otherwise.
     
          SECTION 2.  If a claim under Section 1 is not
     paid in full by the Corporation within forty-five
     (45) days after a written claim has been received
     by the Corporation, the claimant may, at any time
     thereafter, bring suit against the Corporation to
     recover the unpaid amount of the claim.  The
     claimant shall also be entitled to be paid the
     expenses of prosecuting such claim to the extent he
     or she is successful in whole or in part on the
     merits or otherwise in establishing his or her
     right to indemnification or to the advancement of
     expenses.
     
          SECTION 3.  The right to indemnification,
     including the right to the advancement of expenses,
     conferred in this Article shall not be exclusive of
     any other rights to which a person seeking
     indemnification or advancement of expenses
     hereunder may be entitled under any by-law,
     agreement, vote of shareholders, or directors or
     otherwise, both as to action in his or her official
     capacity and as to action in any other capacity
     while holding that office.
     
          SECTION 4. The Corporation may create a fund
     of any nature, which may, but need not be, under
     the control of a trustee, or otherwise secure or
     insure in any manner its indemnification
     obligations, including its obligation to advance
     expenses, whether arising under or pursuant to this
     Article or otherwise.
     
          SECTION 5.  The Corporation shall have the
     express authority to enter into such agreements as
     the Board of Directors deem appropriate for the
     indemnification of, including the advancement of
     expenses to, present or future Directors, officers
     and employees of the Corporation in connection with
     their service to, or status with, the Corporation
     or any other corporation, partnership, joint
     venture, trust or other enterprise, including any
     employee benefit plan, for whom such person is
     serving at the request of the Corporation.
     
          SECTION 6.  The right to indemnification,
     including the right to the advancement of expenses
     provided herein, shall be a contract right, shall
     continue as to a person who has ceased to be a
     director, officer, employee, or to serve in any
     other of the capacities described herein, and shall
     inure to the benefit of the heirs, executors and
     administrators of such person.  Notwithstanding any
     amendment, alteration or repeal of this Article or
     any of its provisions or the adoption of any
     provision inconsistent with this Article or any of
     its provisions, any person who is or was a
     director, officer or employee or is or was serving
     at the request of the Corporation as a director,
     officer, employee, or trustee of another
     corporation or of a partnership, joint venture,
     trust or other enterprise, including service with
     respect to employee benefit plans, shall be
     entitled to indemnification, including the right to
     the advancement of expenses, in accordance with the
     provisions hereof and thereof with respect to any
     action taken or omitted prior to such amendment,
     alteration or repeal or the adoption of such
     inconsistent provision except to the extent such
     amendment, alteration, repeal or inconsistent
     provisions provides broader rights with respect to
     indemnification, including the advancement of
     expenses, than the Corporation was permitted to
     provide prior to the amendment, alteration, repeal,
     or the adoption of such inconsistent provision or
     to the extent otherwise prescribed by law.
     
     In addition, the Corporation has entered into agreements
with each member of its Board of Directors which contractually
require the Corporation to indemnify the Director to the same
extent as indemnification is provided under Article XVII of the
Bylaws.

Item 7.   Exemption from Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     The following is a list of exhibits filed as part of this
Registration Statement, which are incorporated herein:

                                
4.01    Amended and Restated    Exhibit 3.1 of the Corporation's
        Articles of             Form 8-K filed February 12, 1992
        Incorporation of the    is    incorporated   hereby   by
        Corporation             reference
                                
                                
4.02    Bylaws of the           Exhibit 3.1 of the Corporation's
        Corporation, as         March  30,  1995  Form  10K   is
        amended, January 1,     incorporated herein by reference
        1995                    
        
4.03    Shareholders' Rights    Shareholders' Rights Agreement
        Agreement               dated as of April 4, 1986
                                between Dravo Corporation and
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank), as
                                rights agent, incorporated by
                                reference to Exhibit (1) of the
                                April, 1986 Form 8-K of the
                                Registrant.
                                
4.04    Statement with Respect  Statement with Respect to Shares
        to Shares               -- Domestic Business Corporation
                                amending Section 3(a) of the
                                Certificate of Designations,
                                Preferences and Rights of Series
                                D Cumulative Convertible
                                Exchangeable Preference Stock is
                                incorporated by reference to
                                exhibit (4)(ii) of the June 30,
                                1990 Form 10-Q of the
                                Registrant.
                                
4.05    Form of                 Form of indemnification
        Indemnification         Agreement between Dravo
        Agreement               Corporation and members of its
                                Board of Directors incorporated
                                by reference to Exhibit
                                (10)(xvii) of the December 31,
                                1987 Form 10-K of the
                                Registrant.
                                
4.06    Statement Regarding S-  Statement with respect to
        8 Rules                 amended rules for Form S-8 is
                                incorporated by reference to
                                Exhibit (4)(x) of the December
                                31, 1990 Form 10-K of the
                                Registrant.
                                
4.07    Credit and Note and     Credit and Note and Stock
        Stock Purchase          Purchase Agreement dated as of
        Agreement               September 21, 1988 by and among
                                Dravo Corporation, its wholly-
                                owned subsidiaries, Dravo Lime
                                Company and Dravo Basic
                                Materials Company, Inc. and The
                                Prudential Insurance Company of
                                America and Prudential
                                Interfunding Corp. is
                                incorporated by reference to
                                Exhibit (4)(i) of the September
                                27, 1988 Form 8-K of the
                                Registrant and amendment dated
                                March 13, 1990 to said agreement
                                is incorporated by reference to
                                Exhibit (4)(v) of the
                                December 31, 1989 Form 10-K of
                                the Registrant.
                                
4.08    Registration Agreement  Registration agreement dated as
                                of September 21, 1988 between
                                Dravo Corporation and The
                                Prudential Insurance Company of
                                America, is incorporated by
                                reference to Exhibit (4)(vi) to
                                the September 27, 1988 Form 8-K
                                of the Registrant.
                                
4.09(a) Revolving Line of       Revolving Line of Credit
        Credit Agreement        Agreement with all attendant
                                schedules and exhibits dated as
                                of September 20, 1990, by and
                                among Dravo Corporation.  Dravo
                                Lime Company, Dravo Basic
                                Materials Company, Inc., First
                                Alabama Bank, and PNC Bank, N.A.
                                (formerly Pittsburgh National
                                Bank) is incorporated by
                                reference to Exhibit (4)(i) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(b) Amendment to Credit     Amendment to Credit and Note and
        and Note and Stock      Stock Purchase Agreement dated
        Purchase Agreement      as of September 21, 1988 by and
                                among Dravo Corporation, Dravo
                                Lime Company, Dravo Basic
                                Materials Company, Inc., The
                                Prudential Insurance Company of
                                America, and Prudential
                                Interfunding Corp., is
                                incorporated by reference to
                                Exhibit (4)(ii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(c) First amendment to the  First amendment to the
        Corporation's Pledge    Corporation's Pledge Agreement
        Agreement               dated September 20, 1990 of the
                                Credit and Note and Stock
                                Purchase Agreement dated
                                September 21, 1988 is
                                incorporated by reference to
                                Exhibit (4)(iii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(d) First amendment to the  First amendment to the Second
        Second Intercreditor    Intercreditor Agreement dated
        Agreement               September 20, 1990 of the Credit
                                and Note and Stock Purchase
                                Agreement dated September 21,
                                1988 is incorporated by
                                reference to Exhibit (4)(iv) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(e) Intercreditor           Intercreditor Agreement dated
        Agreement               September 20, 1990 by and among
                                The Prudential Insurance company
                                of America, First Alabama Bank,
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank),
                                Mellon Bank, N.A., and the Royal
                                Bank of Canada is incorporated
                                by reference to Exhibit (4)(v)
                                of the September 30, 1990 Form
                                10-Q of the Registrant.
                                
                                
                                
4.10    Loan Agreement          Loan Agreement dated as of
                                December 1, 1978 between Dravo
                                Equipment Company and County of
                                Harrison, Ohio.
                                
                                The Registrant hereby agrees to
                                furnish to the Commission upon
                                request a copy of the instrument
                                listed under exhibit 4.10.  The
                                instrument does not authorize
                                the issuance of securities in
                                excess of 10 percent of total
                                assets of the Registrant and its
                                subsidiaries on a consolidated
                                basis.
                                
4.11    Override Agreement      Override Agreement, dated
                                January 21, 1992, between Dravo
                                Corporation, The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank, N.A. is incorporated by
                                reference to Exhibit 10.1 of the
                                February 12, 1992 Form 8-K of
                                the Registrant.
                                
4.12    First Amendment, dated  First Amendment, dated March 10,
        March 10, 1993, to the  1993, to the Override Agreement
        Override Agreement      dated January 21, 1992 between
                                Dravo Corporation, The
                                Prudential Insurance Company of
                                America, First Alabama Bank, PNC
                                Bank, N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank N.A. is incorporated by
                                reference to Exhibit 4(xi) of
                                the December 31, 1992 Form 10-K
                                of the Registrant.
                                
4.13    Second Amendment,       Second Amendment, dated March 7,
        dated March 7, 1994,    1994, to the Override Agreement
        to the Override         dated January 21, 1992 is
        Agreement               incorporated by reference to
                                Exhibit 4(xii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.14    First Amendment, dated  First Amendment, dated March 7,
        March 7, 1994, to the   1994, to the Amended and
        Amended and Restated    Restated Revolving Credit
        Revolving Credit        Agreement dated January 21, 1992
        Agreement.              is incorporated by reference to
                                Exhibit 4(xiii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.15    First Amendment to      Four copies of the First
        Revolving Note          Amendment To Revolving Note,
                                (one each for The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. and Continental Bank N.A.),
                                dated March 7, 1994, to the
                                Amended and Restated Revolving
                                Credit Agreement dated
                                January 21, 1992 are
                                incorporated by reference to
                                Exhibit 4(xiv) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.16    Note Purchase           Note Purchase Agreement dated
        Agreement               August 1, 1994 between Dravo
                                Black River Limited Partnership
                                and the Prudential Insurance
                                Company of America is
                                incorporated by reference to the
                                August 18, 1994 Form 8-K of the
                                Registrant.
                                
4.17    Amendment Agreement     Amendment Agreement dated August
                                1, 1994 encompassing the third
                                Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Second Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to the August 18, 1994
                                Form 8-K of the Registrant.
                                
4.18    Amendment Agreement     Amendment Agreement dated
                                January 3, 1995 encompassing the
                                Fourth Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Third Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to Exhibit 4 (xvii) of
                                the December 31, 1994 Form 10-K
                                of the Registrant.
                                
5.01    Opinion of Buchanan     Filed herewith.
        Ingersoll Professional  
        Corporation as to the
        legality of the
        securities being
        registered
        
23.01   Independent             Filed herewith.
        Accountants' Consent    
        
23.02   Consent of Buchanan     Contained in opinion filed as
        Ingersoll Professional  Exhibit 5.01 herewith.
        Corporation             
        
24.01   Power of Attorney       Filed herewith.
                                
                                
                                
Item 9.   Undertakings

     d)   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
               to include any material information with respect to the plan of
               distribution not previously disclosed in this Registration
               Statement or any material change to such information in this
               Registration Statement.
               
          2)   That, for the purpose of determining any liability under the
               Securities Act, 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.
               
     e)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act)
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

     f)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6 of this Registration Statement, 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 Securities 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 Securities 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 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 Pittsburgh, Commonwealth of Pennsylvania, on the 12th
day of March, 1996.

                              DRAVO CORPORATION
                              
                              
                              By: JAMES J. PUHALA
                                James J. Puhala, Vice President,
                              Secretary and General Counsel
                              
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on March 12, 1996.

      Signature                 Capacity               
                                                  
CARL A GILBERT          President, Chief          
                        Executive Officer
                        and Director
ERNEST F. LADD  III     Executive Vice President  
                        and Chief Financial
                        Officer
LARRY J. WALKER         Vice President and        
                        Controller                
                        
Arthur E. Byrnes*       Director                  
                                                  
James C. Huntington,    Director                  
Jr.*                                              

William E. Kassling*    Director                  
                                                  
William G. Roth*        Director                  
                                                  
Konrad M. Weis*         Director                  
                                                  
*By James J. Puhala, Attorney-in-Fact
                           EXHIBIT INDEX
                                 
Exhibit                             Sequential Page Number*
 No.                                      or Reference
                                
4.01    Amended and Restated    Exhibit 3.1 of the Corporation's
        Articles of             Form 8-K filed February 12, 1992
        Incorporation of the    is    incorporated   hereby   by
        Corporation             reference
                                
                                
4.02    Bylaws of the           Exhibit 3.1 of the Corporation's
        Corporation, as         March  30,  1995  Form  10K   is
        amended, January 1,     incorporated herein by reference
        1995                    
        
4.03    Shareholders' Rights    Shareholders' Rights Agreement
        Agreement               dated as of April 4, 1986
                                between Dravo Corporation and
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank), as
                                rights agent, incorporated by
                                reference to Exhibit (1) of the
                                April, 1986 Form 8-K of the
                                Registrant.
                                
4.04    Statement with Respect  Statement with Respect to Shares
        to Shares               -- Domestic Business Corporation
                                amending Section 3(a) of the
                                Certificate of Designations,
                                Preferences and Rights of Series
                                D Cumulative Convertible
                                Exchangeable Preference Stock is
                                incorporated by reference to
                                exhibit (4)(ii) of the June 30,
                                1990 Form 10-Q of the
                                Registrant.
                                
4.05    Form of                 Form of indemnification
        Indemnification         Agreement between Dravo
        Agreement               Corporation and members of its
                                Board of Directors incorporated
                                by reference to Exhibit
                                (10)(xvii) of the December 31,
                                1987 Form 10-K of the
                                Registrant.
                                
4.06    Statement Regarding S-  Statement with respect to
        8 Rules                 amended rules for Form S-8 is
                                incorporated by reference to
                                Exhibit (4)(x) of the December
                                31, 1990 Form 10-K of the
                                Registrant.
                                
4.07    Credit and Note and     Credit and Note and Stock
        Stock Purchase          Purchase Agreement dated as of
        Agreement               September 21, 1988 by and among
                                Dravo Corporation, its wholly-
                                owned subsidiaries, Dravo Lime
                                Company and Dravo Basic
                                Materials Company, Inc. and The
                                Prudential Insurance Company of
                                America and Prudential
                                Interfunding Corp. is
                                incorporated by reference to
                                Exhibit (4)(i) of the September
                                27, 1988 Form 8-K of the
                                Registrant and amendment dated
                                March 13, 1990 to said agreement
                                is incorporated by reference to
                                Exhibit (4)(v) of the
                                December 31, 1989 Form 10-K of
                                the Registrant.
                                
4.08    Registration Agreement  Registration agreement dated as
                                of September 21, 1988 between
                                Dravo Corporation and The
                                Prudential Insurance Company of
                                America, is incorporated by
                                reference to Exhibit (4)(vi) to
                                the September 27, 1988 Form 8-K
                                of the Registrant.
                                
4.09(a) Revolving Line of       Revolving Line of Credit
        Credit Agreement        Agreement with all attendant
                                schedules and exhibits dated as
                                of September 20, 1990, by and
                                among Dravo Corporation.  Dravo
                                Lime company, Dravo Basic
                                Materials Company, Inc., First
                                Alabama Bank, and PNC Bank, N.A.
                                (formerly Pittsburgh National
                                Bank) is incorporated by
                                reference to Exhibit (4)(i) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(b) Amendment to Credit     Amendment to Credit and Note and
        and Note and Stock      Stock Purchase Agreement dated
        Purchase Agreement      as of September 21, 1988 by and
                                among Dravo Corporation, Dravo
                                Lime Company, Dravo Basic
                                Materials Company, Inc., The
                                Prudential Insurance Company of
                                America, and Prudential
                                Interfunding Corp., is
                                incorporated by reference to
                                Exhibit (4)(ii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(c) First amendment to the  First amendment to the
        Companies' Pledge       Companies' Pledge Agreement
        Agreement               dated September 20, 1990 of the
                                Credit and Note and Stock
                                Purchase Agreement dated
                                September 21, 1988 is
                                incorporated by reference to
                                Exhibit (4)(iii) of the
                                September 30, 1990 Form 10-Q of
                                the Registrant.
                                
4.09(d) First amendment to the  First amendment to the Second
        Second Intercreditor    Intercreditor Agreement dated
        Agreement               September 20, 1990 of the Credit
                                and Note and Stock Purchase
                                Agreement dated September 21,
                                1988 is incorporated by
                                reference to Exhibit (4)(iv) of
                                the September 30, 1990 Form 10-Q
                                of the Registrant.
                                
4.09(e) Intercreditor           Intercreditor Agreement dated
        Agreement               September 20, 1990 by and among
                                The Prudential Insurance company
                                of America, First Alabama Bank,
                                PNC Bank, N.A. (formerly
                                Pittsburgh National Bank),
                                Mellon Bank, N.A., and the Royal
                                Bank of Canada is incorporated
                                by reference to Exhibit (4)(v)
                                of the September 30, 1990 Form
                                10-Q of the Registrant.
                                
                                
                                
4.10    Loan Agreement          Loan Agreement dated as of
                                December 1, 1978 between Dravo
                                Equipment Company and County of
                                Harrison, Ohio.
                                
                                The Registrant hereby agrees to
                                furnish to the Commission upon
                                request a copy of the instrument
                                listed under exhibit 4.10.  The
                                instrument does not authorize
                                the issuance of securities in
                                excess of 10 percent of total
                                assets of the Registrant and its
                                subsidiaries on a consolidated
                                basis.
                                
4.11    Override Agreement      Override Agreement, dated
                                January 21, 1992, between Dravo
                                Corporation, The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank, N.A. is incorporated by
                                reference to Exhibit 10.1 of the
                                February 12, 1992 Form 8-K of
                                the Registrant.
                                
4.12    First Amendment, dated  First Amendment, dated March 10,
        March 10, 1993, to the  1993, to the Override Agreement
        Override Agreement      dated January 21, 1992 between
                                Dravo Corporation, The
                                Prudential Insurance Company of
                                America, First Alabama Bank, PNC
                                Bank, N.A. (formerly Pittsburgh
                                National Bank) and Continental
                                Bank N.A. is incorporated by
                                reference to Exhibit 4(xi) of
                                the December 31, 1992 Form 10-K
                                of the Registrant.
                                
4.13    Second Amendment,        Second Amendment, dated
        dated March 7, 1994,    March 7, 1994, to the Override
        to the Override         Agreement dated January 21, 1992
        Agreement               is incorporated by reference to
                                Exhibit 4(xii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.14    First Amendment, dated  First Amendment, dated March 7,
        March 7, 1994, to the   1994, to the Amended and
        Amended and Restated    Restated Revolving Credit
        Revolving Credit        Agreement dated January 21, 1992
        Agreement.              is incorporated by reference to
                                Exhibit 4(xiii) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.15    First Amendment to      Four copies of the First
        Revolving Note          Amendment To Revolving Note,
                                (one each for The Prudential
                                Insurance Company of America,
                                First Alabama Bank, PNC Bank,
                                N.A. and Continental Bank N.A.),
                                dated March 7, 1994, to the
                                Amended and Restated Revolving
                                Credit Agreement dated
                                January 21, 1992 are
                                incorporated by reference to
                                Exhibit 4(xiv) of the
                                December 31, 1993 Form 10-K of
                                the Registrant.
                                
4.16    Note Purchase           Note Purchase Agreement dated
        Agreement               August 1, 1994 between Dravo
                                Black River Limited Partnership
                                and the Prudential Insurance
                                Company of America is
                                incorporated by reference to the
                                August 18, 1994 Form 8-K of the
                                Registrant.
                                
4.17    Amendment Agreement     Amendment Agreement dated August
                                1, 1994 encompassing the third
                                Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Second Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to the August 18, 1994
                                Form 8-K of the Registrant.
                                
4.18    Amendment Agreement     Amendment Agreement dated
                                January 3, 1995 encompassing the
                                Fourth Amendment to the Override
                                Agreement dated January 21, 1992
                                and the Third Amendment to the
                                Amended and Restated Revolving
                                Credit Agreement dated January
                                21, 1992 is incorporated by
                                reference to Exhibit 4 (xvii) of
                                the December 31, 1994 Form 10-K
                                of the Registrant.
                                
5.01    Opinion of Buchanan     Filed herewith.
        Ingersoll Professional  
        Corporation as to the
        legality of the
        securities being
        registered
        
23.01   Independent             Filed herewith.
        Accountants' Consent    
        

                                
                                
23.02   Consent of Buchanan     Contained in opinion filed as
        Ingersoll Professional  Exhibit 5.01 herewith.
        Corporation             
        
24.01   Power of Attorney       Filed herewith.
                                
                                                  
                                                  
_______________________________
*  Set forth only on manually signed copy filed with the Securities
and Exchange Commission.