Registration No.
                                                                      ----------


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                            KOPPERS INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                   25-1588399
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or orgainzation)


         436 SEVENTH AVENUE                                       15219-1800
      PITTSBURGH, PENNSYLVANIA                                    (Zip Code)
(Address of Principal Executive Offices)


       EMPLOYEE SAVINGS PLAN OF KOPPERS INDUSTRIES, INC. AND SUBSIDIARIES
        KOPPERS INDUSTRIES, INC. SAVINGS PLAN FOR UNION HOURLY EMPLOYEES

                            (Full title of the plans)
                              --------------------

                                WALTER W. TURNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            KOPPERS INDUSTRIES, INC.
                               436 SEVENTH AVENUE
                       PITTSBURGH, PENNSYLVANIA 15219-1800
                     (Name and address of agent for service)



                        CALCULATION OF REGISTRATION FEE



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

  TITLE OF              AMOUNT      PROPOSED         PROPOSED        AMOUNT OF
SECURITIES TO           TO BE       MAXIMUM          MAXIMUM       REGISTRATION
BE REGISTERED         REGISTERED  OFFERING PRICE     AGGREGATE          FEE
                                    PER SHARE      OFFERING PRICE
-------------         ----------  --------------   --------------   ------------

Voting Common Stock,  250,000(1)     $8.73(2)       $2,182,500        $577
  $.01 par value
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  this  Registration  Statement  covers an indeterminate
     number of interests to be offered or sold pursuant to the Employee  Savings
     Plan  of  Koppers  Industries,   Inc.  and  Subsidiaries  and  the  Koppers
     Industries,  Inc.  Savings Plan for Union Hourly Employees  (together,  the
     "Plans").

(2) Based upon the book value of the shares as of March 31, 2000,  in accordance
    with Rule 457(h).


<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following  documents  filed by Koppers  Industries,  Inc. (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are  incorporated by reference in this  Registration  Statement:  (i) the
Company's  Annual  Report on Form 10-K (File No.  1-12716)  for the fiscal  year
ended December 31, 1999; (ii) the Company's  Quarterly Report on Form 10-Q (File
No. 1-12716) for the quarterly period ended March 31, 2000' and (iii) the Plans'
Annual  Reports  on Form 11-K (File No.  1-12716)  for the  fiscal  years  ended
December 31, 1999.

              All  documents   subsequently   filed  by  the  Company  with  the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
but  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement  which  indicates  that all  securities  offered by this  Registration
Statement have been sold or which deregisters all such securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement  and to be a part  hereof  from the date of filing of such  documents.
Each document  incorporated by reference into this Registration  Statement shall
be deemed to be a part of this Registration Statement from the date of filing of
such document with the Commission  until the  information  contained  therein is
superseded or updated by any  subsequently  filed document which is incorporated
by  reference  into  this  Registration   Statement  or  by  any  document  that
constitutes part of the prospectus relating to the Plans.

ITEM 4.       DESCRIPTION OF SECURITIES.

         General

              The  Company is  authorized  to issue up to  37,000,000  shares of
voting common stock, $.01 par value per share ("Voting Common Stock"), 3,000,000
shares of non-voting common stock, $.01 par value per share ("Non-Voting  Common
Stock" and,  together  with the Voting  Common  Stock,  the "Common  Stock") and
10,000,000  shares of  preferred  stock,  $.01 par  value per share  ("Preferred
Stock").  As of March 1, 2000, an aggregate of 1,351,921 shares of Voting Common
Stock was  outstanding and held of record by 171  stockholders  and no shares of
Non-Voting Common Stock were outstanding.  As of March 1, 2000, 2,288,481 shares
of Senior  Convertible  Preferred  Stock (the  "Senior  Preferred  Stock")  were
outstanding.  Under the terms of the Plans,  distributions to Plan  participants
will be made only in cash,  and no shares of Voting  Common Stock of the Company
will be distributed from the Plans.

         Common Stock

              Holders  of Voting  Common  Stock,  including  the  trustee of the
Plans, are entitled to one vote for each share held on all matters  submitted to
a vote of stockholders.  Holders of Common Stock are entitled to receive ratably
such  dividends,  if any, as may be declared  by the Board of  Directors  of the
Company (the "Board") out of funds legally  available  therefor,  subject to any
preferential   dividend  rights  of  outstanding   Preferred  Stock.   Upon  the
liquidation,  dissolution  or winding up of the  Company,  the holders of Common
Stock are  entitled to receive  ratably the net assets of the Company  available
for  distribution  to  stockholders  and  subject  to the  prior  rights  of any
outstanding  Preferred  Stock.  Holders of the Common Stock have no  preemptive,
subscription,  redemption or conversion rights. The outstanding shares of Common
Stock are, and the shares  offered by the Company in  connection  with the Plans
will be, when issued in accordance with the Plans, fully paid and nonassessable.
The rights, preferences and privileges of holders of Common Stock are subject to
the rights of the  holders of shares of the  Senior  Preferred  Stock and of any
series of  Preferred  Stock  which the Company  may  designate  and issue in the
future.



                                       2
<PAGE>



         Senior Preferred Stock

              The terms of the Senior Preferred Stock are summarized below.

               Dividends.  Holders of Senior  Preferred  Stock, in preference to
the holders of shares of any class or series of Common  Stock,  are  entitled to
receive dividends in an amount per share equal to the aggregate per share amount
of all cash  dividends  and the  aggregate  per  share  amount  of all  non-cash
dividends  or other  distributions  other than a  dividend  payable in shares of
Common Stock or as a result of a subdivision of the outstanding shares of Common
Stock.

               In the event the Company  declares a dividend on the Common Stock
payable  in shares of Common  Stock or  effects a  subdivision,  combination  or
consolidation of the outstanding shares of Common Stock, the aggregate amount of
dividends to which holders of shares of Senior Preferred Stock are entitled will
be  adjusted  to  reflect  the ratio of the  number  of  shares of Common  Stock
outstanding immediately after such event to the number of shares of Common Stock
that were outstanding immediately prior to such event.

               The Company must declare a dividend or distribution on the Senior
Preferred Stock  immediately after it declares a dividend or distribution on the
Common  Stock (other than  dividend  payable in shares of Common Stock and other
than as a result of a subdivision of the outstanding shares of Common Stock) and
must pay such dividend or  distribution  on the same date on which such dividend
or distribution is paid to holders of Common Stock.

               Conversion.  Subject  to  provision  for  adjustment  in  certain
events,  each share of Senior Preferred Stock is convertible into one fully paid
and nonassessable share of voting Common Stock.

               Redemption or Repurchase.  The shares of Senior  Preferred  Stock
are not  redeemable.  The Company  will not  purchase or  otherwise  acquire any
shares of Senior  Preferred  Stock  except  pursuant to a pro rata offer made in
writing,  on identical  terms,  to each holder of Senior  Preferred Stock at the
time outstanding.

               Voting Rights. The holders of Senior Preferred Stock, voting as a
separate  series from all other series of Preferred Stock and classes of capital
stock, are entitled at each annual  shareholder's  meeting to elect the smallest
number representing a majority of the number of members of the Board. Each share
of the Senior  Preferred Stock entitles the holder thereof to one vote per share
with  respect to the  election of  directors.  The  directors  so elected may be
removed  without  cause only by the holders of a majority in voting power of the
outstanding Senior Preferred Stock.  Vacancies on the Board that result in fewer
directors in office than the holders of the Senior  Preferred Stock are entitled
to elect  shall be filled  only by  election  by holders of a majority in voting
power of the Senior  Preferred  Stock.  With  respect to matters  upon which the
holders of Voting  Common Stock are entitled to vote (other than the election of
Directors not elected pursuant to the  above-referenced  right of the holders of
the Senior  Preferred  Stock to elect a majority of the  Board),  the holders of
Senior  Preferred  Stock are  entitled to cast that number of votes per share of
Senior Preferred Stock equal to the number of shares of Voting Common Stock into
which such shares of Senior Preferred Stock are convertible.

               The  consent  of  the  holders  of at  least  two-thirds  of  the
outstanding  shares of Senior  Preferred  Stock is required  for the Company to:
alter,  change or amend the Articles of  Incorporation or By-Laws of the Company
or  the  Certificate  of  Designation  for  the  Senior   Preferred  Stock  (the
"Certificate of Designation") if any such alteration,  change or amendment would
alter or change  the  powers,  preferences  or  special  rights of the shares of
Senior  Preferred  Stock;  authorize  or issue any  additional  shares of Senior
Preferred Stock or authorize or issue any shares of any class or series of stock
ranking  prior  to or on a  parity  with the  Senior  Preferred  Stock as to the
payment  of  dividends  or as to the  distribution  of  assets  on  liquidation,
dissolution  or  winding  up;  increase  or  decrease  the  number of  directors
constituting  the Board of the  Company;  redeem,  repurchase,  declare or pay a
dividend or distribution with respect to any class or series of capital stock of
the Company,  except for  redemptions  pursuant to restricted  stock  agreements
approved  by a  majority  of the  directors  elected  by the  holders  of Senior
Preferred  Stock  pursuant to the  Certificate  of  Designation;  enter into any
transaction or series of related  transactions  involving an aggregate amount in
excess of $[ ] with any officer, director, employee or affiliate of the Company;
enter  into any  business  other  than a  business  in which  the  Company  or a
subsidiary  of the Company  was  engaged as of  December 4, 1997 (or  businesses
reasonably  related  thereto);  acquire  any person or assets if the fair market
value of the  purchase  price  therefore  exceeds 25% of the total  consolidated
assets  of  the  Company  (determined  in  accordance  with  generally  accepted
accounting  principles) as of the most recently  completed fiscal quarter of the
Company;  approve the


                                       3
<PAGE>


annual capital expenditures budget of the Company and its subsidiaries; or enter
into any  employment  agreement with any executive  officer of the Company.  The
consent  of the  holders  of at least a majority  of the  outstanding  shares of
Senior  Preferred  Stock is required to merge,  consolidate  or combine with any
person or transfer all or substantially  all of the  consolidated  assets of the
Company and its subsidiaries to any person or persons.

               Liquidation.  Upon liquidation,  dissolution or winding up of the
Company,  the Senior  Preferred Stock ranks senior to each other class or series
of capital stock of the Company with respect to the payment of dividends and the
distribution  of assets.  No  distribution  will be made to the holders of stock
ranking junior to the Senior Preferred Stock unless,  prior thereto, the holders
of shares of Senior Preferred Stock have received $.01 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
declared,  to the date of such payments,  provided that the holders of shares of
Senior Preferred Stock will be entitled to receive an aggregate amount per share
including the  preferential  payment of $.01 per share (subject to an adjustment
for a change  in the  number of shares  of  Common  Stock  outstanding  due to a
dividend on the Common Stock  payable in shares of Common Stock or  subdivision,
combination or consolidation of the outstanding  shares of Common Stock),  equal
to the aggregate amount to be distributed per share to holders of Common Stock.

         Stockholders' Agreement

               The  Stockholders'   Agreement  sets  forth  certain  rights  and
obligations among (i) Saratoga Partners III, L.P.  ("Saratoga"),  the beneficial
owner of all of the  2,288,481  outstanding  shares of Senior  Preferred  Stock,
representing approximately 63% of the outstanding Voting Common Stock and Senior
Preferred Stock (collectively, "Voting Shares"), (ii) certain current and former
senior  management of the Company (the "Management  Investors"),  holding in the
aggregate  as of the date hereof  1,111,271  shares of Voting  Common  Stock and
(iii)  other  holders  of  Voting  Common  Stock  who  agree  to be bound by the
Stockholders'  Agreement.  With  respect  to  142,857  of the  shares  of Senior
Preferred  Stock,  Saratoga has voting power with respect to such shares and the
Company  has  been  informed  that  Brown  University  Third  Century  Fund  has
dispositive  directive power with respect to such shares subject to the terms of
the Stockholders' Agreement. As of the date hereof, the Trustees are not a party
to the Stockholders' Agreement. In the event the Trustees of the Plans determine
that it is in the best interests of  participants in the Plans that the Trustees
become a party to the Stockholders' Agreement, the Trustees will be bound by the
provisions  described  below.  The  terms  of the  Stockholders'  Agreement  are
summarized briefly below. The following description is qualified in its entirety
by  reference to the  Stockholders'  Agreement  incorporated  by reference as an
exhibit to the Company's Registration Statement on Form S-8 (No. 333-42989).

               Corporate  Governance.  In general, it is the stated intention of
the parties to the  Stockholders'  Agreement that Saratoga  remain in a majority
position with respect to stock ownership and Board representation.  Provision is
made,  however,  for certain rights on the part of the Board  representatives of
the Management  Investors with respect to specified corporate actions.  Specific
rights and  obligations  of the parties  regarding  these matters are summarized
below.

               Saratoga is at all times entitled to nominate two  directors.  As
long as  Saratoga  and  certain  permitted  transferees  hold a majority  of the
outstanding  Voting  Shares,  Saratoga is entitled to nominate a majority of the
Board.  At any time  Saratoga  owns less than a majority  of the Voting  Shares,
other than as a result of a sale of Voting Shares to a third party, Saratoga has
the option to purchase additional shares of Senior Preferred Stock sufficient to
increase its  percentage  ownership of Voting  Shares to 52%. All of  Saratoga's
foregoing rights are transferable to any third party to whom Saratoga  transfers
a majority of the outstanding  Voting Shares, and such third party may similarly
transfer such rights.

               The Representatives of the Management  Investors are at all times
entitled  to  nominate  two  directors.   The  current  Representatives  of  the
Management Investors are Walter W. Turner and Clayton A. Sweeney. Either or both
of them  may be  removed  by the vote of at least  three-fourths  of the  Voting
Shares held by Management  Investors.  Any replacement for a Management Investor
who has  retired,  died or been  removed  will be chosen  by the Board  from the
Management  Investors  who  are  employees  and who are  among  the ten  largest
Management Investor holders of Voting Shares. If no one who qualifies is willing
to serve, the Board can fill the vacancy in its discretion.  In such a case, the
person chosen can be removed by Management Investors holding at least a majority
of the Management Investors' Voting Shares.

               One  non-employee  director will be nominated by mutual agreement
of  Saratoga  and  the   Representatives   of  the  Management   Investors  (the
"Independent Director"). Any other director may be nominated in the



                                       4
<PAGE>

same way.

               Each  holder of Voting  Shares who is party to the  Stockholders'
Agreement (a "Voting  Shareholder")  agrees not to take any action to remove any
director,  except that Voting  Shareholders can vote their shares for removal of
particular   directors   upon  the   recommendation   of  Saratoga   and/or  the
Representatives  of the Management  Investors (i) respectively,  with respect to
directors representing Saratoga or the Management Investors, (ii) mutually, with
respect  to the  Independent  Director  and (iii) of either of  Saratoga  or the
Management  Investors,   with  respect  to  any  other  director.   Each  Voting
Stockholder  agrees  to vote  for  the  Board  nominees  who  are  nominated  in
accordance with the Stockholders' Agreement.

               A  Supermajority  Vote (as  defined  below)  of the  Board or the
unanimous vote of a Board Committee that was appointed by a  Supermajority  Vote
is  required  for  approval  of  specified  fundamental  and  other  significant
corporate actions outside the ordinary course of business. The holders of Voting
Shares bound by the Stockholders'  Agreement agree to use their best efforts not
to permit the Company to take any such action that has not been  approved by the
required Board action.  A Supermajority  Vote means the  affirmative  vote of at
least a majority (i.e.,  more than 50%) of the number of directors as last fixed
in accordance with the Company's By-Laws,  plus one additional director. As long
as the Board has six  members,  and two each are  nominated  by Saratoga and the
Representatives of the Management Investors, and the remaining two are nominated
by mutual agreement of Saratoga and such Representatives,  then, for purposes of
the  Supermajority  Vote only, each Saratoga  nominee is entitled to 2 1/2 votes
(or 5 votes if there is only one  Saratoga  nominee),  each  other  director  is
entitled to one vote and the Supermajority Vote is six votes.

               Certain Rights.  Shareholders who are party to the  Stockholders'
Agreement  are  entitled  to certain  registration,  preemptive  and bring along
rights as summarized below.

               The Company is required to use its best efforts to include in any
registration (including  registrations requested by Saratoga as described below)
of any shares of Common Stock or Senior Preferred Stock (collectively, "Shares")
(other  than  shares  issuable  solely  pursuant  to any  stock  option or other
employee  benefit plan) all Shares  requested to be included  within a specified
time period by any stockholder bound by the Stockholders'  Agreement. The number
of shares  included in any  underwritten  offering would be subject to being cut
back as  determined  to be  necessary by the  managing  underwriter  in order to
effect  an  orderly  public  distribution.  Saratoga  has the right to cause the
Company  to use its best  efforts  to effect  two  registrations  of any  Shares
requested to be included by Saratoga.

               If the Company offers to sell additional Shares, each stockholder
party to the  Stockholders'  Agreement has the right to subscribe for additional
Shares at the offered price, in proportion to the number of Shares  outstanding.
Registered public offerings, conversions of the Senior Preferred Stock, employee
stock  options  and other sales of Shares to  employees  to the extent of Shares
repurchased  pursuant to the  Stockholders'  Agreement  would not  trigger  this
right.

               If Saratoga  proposes to sell a portion of its Shares to a person
who is not a party to the Stockholders'  Agreement,  and such sale would entitle
the buyer to elect a  majority  of the Board,  the buyer must agree to  purchase
from each  Management  Investor  the same  percentage  of shares as  Saratoga is
selling.

         Restrictions On Resale

               Restrictions  Under  the  Stockholder's  Agreement  Except  in  a
registered  public  offering,  and as  otherwise  provided in the  Stockholders'
Agreement,  no stockholder bound by the Stockholders'  Agreement is permitted to
sell, assign, pledge, encumber or otherwise transfer any shares of Voting Common
Stock to any person (a "Transferee")  unless the Transferee agrees in writing to
become a party to the  Stockholders'  Agreement  and the shares of Voting Common
Stock bear the  following  restrictive  legends in  addition  to any  additional
endorsement  which may be required for compliance with state  securities or blue
sky laws:

          "The  shares  represented  by this  certificate  have not been
          registered  under the Securities Act of 1933, as amended,  and
          may not be transferred,  sold or otherwise  disposed of except
          pursuant to an effective registration statement or pursuant to
          an exemption from registration, under the Act."



                                       5
<PAGE>

          "The shares  represented  by this  certificate  are subject to
          restrictions on transfer, certain voting restrictions, certain
          rights of the Company and the  Stockholders  of the Company to
          repurchase  such shares and certain  rights of the  registered
          holder to sell such  shares  to the  Company  on the terms and
          conditions set forth in a Stockholders'  Agreement dated as of
          December  1, 1997,  a copy of which may be  obtained  from the
          Company or from the holder of this certificate. No transfer of
          such shares  will be made on the books of the  Company  unless
          accompanied  by evidence of compliance  with the terms of such
          Agreement."

               Any such transfer  otherwise must be effected in accordance  with
the terms of the  Stockholders'  Agreement.  A stockholder  may pledge shares of
Voting Common Stock to an affiliate of that  stockholder or to a commercial bank
or other lending institution as security for indebtedness of such stockholder or
the Company to such lender,  provided that the pledgee agrees to be bound by the
terms of the Stockholders' Agreement.

               The  Company  and the  Management  Investors  have  the  right to
purchase  any  shares of Voting  Common  Stock that a  stockholder  bound by the
Stockholders'  Agreement desires to sell or otherwise transfer,  at the price at
which the stockholder otherwise proposes to sell them. If the Company and/or the
Management  Investors do not fully exercise their right, a stockholder  may sell
to a third party for total  consideration  equal to at least 95% of the proposed
price.  Any lesser  price must be  reoffered  to the Company and the  Management
Investors.  If they do not purchase all of the offered  shares of Voting  Common
Stock,  the stockholder may sell them to a third party at a price (and terms) at
least equal to the reoffer price.  No Management  Investor may sell or otherwise
transfer  shares of Voting  Common  Stock  other  than to the  Company,  another
Management Investor,  such Management  Investor's spouse, to a buyer pursuant to
the bring-along rights described above under "Description of Common Stock" or in
connection with an involuntary transfer.

               If  a   stockholder   bound   by  the   Stockholders'   Agreement
involuntarily  transfers his or her shares of Voting  Common Stocks  directly or
indirectly,  such  stockholder  must give written notice within 30 days, and the
Company  will have the option to buy all of the shares of Voting  Common  Stock.
The purchase  price for such shares will be equal to the lesser of (i) the price
which the involuntary  transferee paid or (ii) adjusted book value as determined
by the Company.

               Upon  a  Management  Investor's  ceasing  to be  employed  by the
Company, the Company has the right in its sole discretion to purchase all of the
Voting  Common  Stock owned by that  Management  Investor,  including  shares of
Voting  Common  Stock  jointly  owned  with  a  spouse,  at  fair  value  on the
termination  date.  Otherwise,  the  Company is required  to  purchase,  and the
Management Investor is required to sell, 25% of the Management Investor's shares
of Voting  Common  Stock upon  termination  and the  remaining  shares of Voting
Common  Stock  in  three  annual  installments  on the  anniversary  date of the
termination.  For installment sales, the price per share, at the election of the
Management  Investor,  will be either the fair value on the termination date for
all shares of Voting Common Stock purchased, or the respective fair value on the
actual dates of purchase.

               Restrictions  under the Federal Securities Laws. Under the United
States federal  securities laws, if a participant is deemed to be an "affiliate"
of the Company, the participant is restricted in the resale of the participant's
shares of Voting Common Stock  (whether  acquired under the Plans or otherwise).
For this purpose,  an  "affiliate" of the Company is any person who controls the
Company,  is  controlled  by the Company,  or is under  common  control with the
Company,  whether directly or indirectly through one or more  intermediaries.  A
corporation's  "affiliates"  would usually  include all persons  whose  security
holdings are substantial  enough to affect the corporation's  management.  Also,
all  directors  and  executive  or  policy-making  officers  are  presumed to be
"affiliates."

               In general,  unless  specifically  registered for resale,  shares
owned  by  affiliates  can be  sold  only in  compliance  with  Rule  144 of the
Securities and Exchange  Commission (the "SEC") or another applicable  exemption
from  registration.  Among other  things,  Rule 144 imposes  limitations  on the
amount of securities sold by an affiliate in any three-month period and requires
that sales be conducted through a broker. These limitations apply in addition to
the restrictions imposed under the Stockholder's Agreement.



                                       6
<PAGE>



ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation
Law (the  "BCL")  provide  that a business  corporation  shall have the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any proceeding, whether civil, criminal,  administrative or investigative, by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful.  In the case of an action by or in the right of the corporation,  such
indemnification is limited to expenses (including  attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action,  except that no indemnification  shall be made in respect of any
claim, issue or matter as to which such person has been adjudged to be liable to
the  corporation  unless,  and only to the extent that, a court  determines upon
application  that,  despite the adjudication of liability but in view of all the
circumstances,  such person is fairly and  reasonably  entitled to indemnity for
the expenses that the court deems proper.

              BCL Section 1744 provides  that,  unless  ordered by a court,  any
indemnification  referred  to  above  shall be made by the  corporation  only as
authorized in the specific case upon a  determination  that  indemnification  is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct. Such determination shall be made:

              (1)   by the Board by a majority vote  of a quorum  consisting  of
                    directors who were not parties to the proceeding; or

              (2)   if such a quorum is not obtainable, or  if obtainable and  a
                    majority vote of a quorum  of disinterested   directors   so
                    directs, by independent legal counsel in a written  opinion;
                    or

              (3)   by the shareholders.

              Notwithstanding  the above,  BCL Section 1743 provides that to the
extent that a director,  officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any  proceeding  referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

              BCL Section 1745  provides  that  expenses  (including  attorney's
fees)  incurred  by an  officer,  director,  employee  or  agent  of a  business
corporation  in  defending  any  proceeding  may be paid by the  corporation  in
advance  of  the  final  disposition  of  the  proceeding  upon  receipt  of  an
undertaking to repay the amount advanced if it is ultimately determined that the
indemnitee is not entitled to be indemnified by the corporation.

              BCL Section 1746 provides that the indemnification and advancement
of expenses  provided by, or granted  pursuant to, the foregoing  provisions are
not exclusive of any other rights to which a person seeking  indemnification may
be entitled under any bylaw,  agreement,  vote of  shareholders  or directors or
otherwise,  and that indemnification may be granted under any bylaw,  agreement,
vote of  shareholders  or  disinterested  directors or otherwise  for any action
taken or any  failure to take any action  whether or not the  corporation  would
have the power to  indemnify  the person  under any other  provision  of law and
whether or not the indemnified  liability  arises or arose from any action by or
in the right of the corporation,  provided,  however, that no indemnification is
determined by a court to have constituted willful misconduct or recklessness.

              BCL Section 1747 permits a  Pennsylvania  business  corporation to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another corporation or other enterprise,  against   any    liability    asserted



                                       7
<PAGE>

against such person and incurred by him in any such capacity,  or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify  the person  against such  liability  under the  provisions  described
above.

              The Company's  Articles of  Incorporation  and By-Laws provide for
(i) indemnification of directors,  officers, employees and agents of the Company
and its  subsidiaries  and (ii) the  elimination  of a director's  liability for
monetary  damages,  to the maximum extent permitted by the BCL. The Company also
maintains  directors' and officers'  liability  insurance covering its directors
and  officers  with  respect to  liabilities,  including  liabilities  under the
Securities  Act of 1933,  as amended,  which they may incur in  connection  with
their serving as such.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              None.

ITEM 8.       EXHIBITS.

              The  following  exhibits  are filed  herewith or  incorporated  by
reference as part of this Registration Statement:

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

 4.1           Restated  and  Amended   Articles  of  Incorporation  of  Koppers
               Industries, Inc. (incorporated by reference to Exhibit 4.1 of the
               Company's  Registration  Statement  on Form S-8 filed on December
               22, 1997 (File No. 333-42989))

 4.2           Restated  and  Amended  By-Laws  of  Koppers   Industries,   Inc.
               (incorporated  by  reference  to  Exhibit  4.2 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 4.3           Stockholders'  Agreement by and among Koppers  Industries,  Inc.,
               Saratoga  Partners,  III, L.P. and certain  management  investors
               (incorporated  by  reference  to  Exhibit  4.3 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 5.1           Opinion of Metz Schermer & Lewis L.L.C.

23.1           Consent of Ernst & Young LLP

23.2           Consent of  Metz  Schermer & Lewis  L.L.C.  (included  in Exhibit
               5.1)

24.1           Power   of   Attorney  (set forth on the  signature  page of this
               Registration Statement)



                                       8
<PAGE>



ITEM 9.       UNDERTAKINGS.

         (a)  The undersigned Company hereby undertakes:

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

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

         (ii)    To reflect in the prospectus any facts or  events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

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

provided,  however,  that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference 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.

         (b) The  undersigned  Company hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                                      * * *

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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.



                                       9
<PAGE>



                                   SIGNATURES

              Pursuant to the  requirements  of the Securities  Act, the Company
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, Pennsylvania as of June 14, 2000.


                                KOPPERS INDUSTRIES, INC.

                                By:  /s/ WALTER W. TURNER
                                         -----------------------------------
                                         Walter W. Turner
                                         President and Chief Executive Officer


We, the  undersigned  directors  and officers of Koppers  Industries,  Inc.,  do
hereby constitute and appoint Walter W. Turner and Clayton A. Sweeney, or either
of them,  our true and lawful  attorneys and agents,  to do any and all acts and
things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act and any rules, regulations and requirements of the Commission, in connection
with  this  Registration   Statement,   including   specifically,   but  without
limitation,  power and authority to sign for us or any of us in our names in the
capacities  indicated  below, any and all amendments  (including  post-effective
amendments)  hereto and we do hereby ratify and confirm all that said  attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.

              Pursuant  to  the   requirements   of  the  Securities  Act,  this
Registration  Statement and the foregoing  Power of Attorney have been signed by
the following persons in the capacities and on the dates indicated.



    SIGNATURE                    CAPACITY                             DATE
    ---------                    --------                             ----


/s/ Robert Cizik            Chairman and Director                  June 13, 2000
-------------------------
Robert Cizik

/s/ Walter W. Turner        President and Chief Executive Officer  June 14, 2000
-------------------------   (Principal Executive Officer) and
Walter W. Turner            a Director

/s/ Donald E. Davis         Chief Financial Officer (Principal     June 14, 2000
-------------------------   Financial Officer and Principal
Donald E. Davis             Accounting Officer)

/s/ Clayton A. Sweeney      Director                               June 14, 2000
-------------------------
Clayton A. Sweeney

/s/ Christian L. Oberbeck   Director                               June 15, 2000
-------------------------
Christian L. Oberbeck

/s/ N.H. Prater             Director                               June 14, 2000
-------------------------
N.H. Prater

/s/David M. Hillenbrand     Director                               June 13, 2000
-------------------------
David M. Hillenbrand



                                       10
<PAGE>



              We, the undersigned  members of the  Administrative  Committee for
the Employee Savings Plan of Koppers  Industries,  Inc. and Subsidiaries and the
Koppers   Industries,   Inc.  Savings  Plan  for  Union  Hourly  Employees  (the
"Committee"),  do hereby  constitute and appoint Walter W. Turner and Clayton A.
Sweeney,  or either of them, our true and lawful attorneys and agents, to do any
and all acts and  things  in our name and on our  behalf  in our  capacities  as
members of the  Committee and to execute any and all  instruments  for us and in
our names in the capacities indicated below, which said attorneys and agents, or
either of them,  may deem  necessary or  advisable  to enable said  Committee to
comply with the Securities Act and any rules,  regulations  and  requirements of
the  Commission,  in  connection  with this  Registration  Statement,  including
specifically,  but without limitation, power and authority to sign for us or any
of us in our names in the  capacities  indicated  below,  any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents,  or either of them,  shall do or cause to be
done by virtue hereof.

              Pursuant  to  the   requirements   of  the  Securities   Act,  the
undersigned  Plan   Administrator  of  the  Employee  Savings  Plan  of  Koppers
Industries,  Inc. and Subsidiaries and the Koppers Industries, Inc. Savings Plan
for Union Hourly  Employees  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 June 15, 2000.

                                    ADMINISTRATIVE COMMITTEE FOR THE
                                    EMPLOYEE SAVINGS PLAN OF KOPPERS
                                    INDUSTRIES, INC. AND SUBSIDIARIES AND
                                    THE KOPPERS INDUSTIRES, INC. SAVINGS
                                    PLAN FOR UNION HOURLY EMPLOYEES


                                    By:  /s/ Joseph E. Boan
                                       -----------------------------------------
                                             Joseph E. Boan (Committee Chairman)


                                    By:  /s/ Randall D. Collins
                                       -----------------------------------------
                                             Randall D. Collins


                                    By:  /s/ Donald E. Davis
                                       -----------------------------------------
                                             Donald E. Davis


                                    By:  /s/ Walter W. Turner
                                       -----------------------------------------
                                             Walter W. Turner


                                       11
<PAGE>






                                INDEX TO EXHIBITS

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

 4.1           Restated  and  Amended   Articles  of  Incorporation  of  Koppers
               Industries, Inc. (incorporated by reference to Exhibit 4.1 of the
               Company's  Registration  Statement  on Form S-8 filed on December
               22, 1997 (File No. 333-42989))

 4.2           Restated  and  Amended  By-Laws  of  Koppers   Industries,   Inc.
               (incorporated  by  reference  to  Exhibit  4.2 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 4.3           Stockholders'  Agreement by and among Koppers  Industries,  Inc.,
               Saratoga  Partners,  III, L.P. and certain  management  investors
               (incorporated  by  reference  to  Exhibit  4.3 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 5.1           Opinion of Metz Schermer & Lewis L.L.C.

23.1           Consent of Ernst & Young LLP

23.2           Consent of  Metz  Schermer & Lewis  L.L.C.  (included  in Exhibit
               5.1)

24.1           Power  of  Attorney  (set  forth  on the  signature  page of this
               Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 47110}]
{"company-data": {"conformed-name": "KOPPERS INDUSTRIES INC", "cik": "0000916075", "assigned-sic": "2400", "irs-number": "251588399", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39486", "film-number": "656394"}, "business-address": {"street1": "436 SEVENTH AVE", "city": "PITTSBURG", "state": "PA", "zip": "15219", "phone": "4122272001"}, "mail-address": {"street1": "436 SEVENTH AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15219"}}
Registration No.
                                                                      ----------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                            KOPPERS INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                   25-1588399
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or orgainzation)

         436 SEVENTH AVENUE                                       15219-1800
      PITTSBURGH, PENNSYLVANIA                                    (Zip Code)
(Address of Principal Executive Offices)

       EMPLOYEE SAVINGS PLAN OF KOPPERS INDUSTRIES, INC. AND SUBSIDIARIES
        KOPPERS INDUSTRIES, INC. SAVINGS PLAN FOR UNION HOURLY EMPLOYEES

                            (Full title of the plans)
                              --------------------

                                WALTER W. TURNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            KOPPERS INDUSTRIES, INC.
                               436 SEVENTH AVENUE
                       PITTSBURGH, PENNSYLVANIA 15219-1800
                     (Name and address of agent for service)

                        CALCULATION OF REGISTRATION FEE

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

  TITLE OF              AMOUNT      PROPOSED         PROPOSED        AMOUNT OF
SECURITIES TO           TO BE       MAXIMUM          MAXIMUM       REGISTRATION
BE REGISTERED         REGISTERED  OFFERING PRICE     AGGREGATE          FEE
                                    PER SHARE      OFFERING PRICE
-------------         ----------  --------------   --------------   ------------

Voting Common Stock,  250,000(1)     $8.73(2)       $2,182,500        $577
  $.01 par value
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  this  Registration  Statement  covers an indeterminate
     number of interests to be offered or sold pursuant to the Employee  Savings
     Plan  of  Koppers  Industries,   Inc.  and  Subsidiaries  and  the  Koppers
     Industries,  Inc.  Savings Plan for Union Hourly Employees  (together,  the
     "Plans").

(2) Based upon the book value of the shares as of March 31, 2000,  in accordance
    with Rule 457(h).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following  documents  filed by Koppers  Industries,  Inc. (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are  incorporated by reference in this  Registration  Statement:  (i) the
Company's  Annual  Report on Form 10-K (File No.  1-12716)  for the fiscal  year
ended December 31, 1999; (ii) the Company's  Quarterly Report on Form 10-Q (File
No. 1-12716) for the quarterly period ended March 31, 2000' and (iii) the Plans'
Annual  Reports  on Form 11-K (File No.  1-12716)  for the  fiscal  years  ended
December 31, 1999.

              All  documents   subsequently   filed  by  the  Company  with  the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
but  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement  which  indicates  that all  securities  offered by this  Registration
Statement have been sold or which deregisters all such securities then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement  and to be a part  hereof  from the date of filing of such  documents.
Each document  incorporated by reference into this Registration  Statement shall
be deemed to be a part of this Registration Statement from the date of filing of
such document with the Commission  until the  information  contained  therein is
superseded or updated by any  subsequently  filed document which is incorporated
by  reference  into  this  Registration   Statement  or  by  any  document  that
constitutes part of the prospectus relating to the Plans.

ITEM 4.       DESCRIPTION OF SECURITIES.

         General

              The  Company is  authorized  to issue up to  37,000,000  shares of
voting common stock, $.01 par value per share ("Voting Common Stock"), 3,000,000
shares of non-voting common stock, $.01 par value per share ("Non-Voting  Common
Stock" and,  together  with the Voting  Common  Stock,  the "Common  Stock") and
10,000,000  shares of  preferred  stock,  $.01 par  value per share  ("Preferred
Stock").  As of March 1, 2000, an aggregate of 1,351,921 shares of Voting Common
Stock was  outstanding and held of record by 171  stockholders  and no shares of
Non-Voting Common Stock were outstanding.  As of March 1, 2000, 2,288,481 shares
of Senior  Convertible  Preferred  Stock (the  "Senior  Preferred  Stock")  were
outstanding.  Under the terms of the Plans,  distributions to Plan  participants
will be made only in cash,  and no shares of Voting  Common Stock of the Company
will be distributed from the Plans.

         Common Stock

              Holders  of Voting  Common  Stock,  including  the  trustee of the
Plans, are entitled to one vote for each share held on all matters  submitted to
a vote of stockholders.  Holders of Common Stock are entitled to receive ratably
such  dividends,  if any, as may be declared  by the Board of  Directors  of the
Company (the "Board") out of funds legally  available  therefor,  subject to any
preferential   dividend  rights  of  outstanding   Preferred  Stock.   Upon  the
liquidation,  dissolution  or winding up of the  Company,  the holders of Common
Stock are  entitled to receive  ratably the net assets of the Company  available
for  distribution  to  stockholders  and  subject  to the  prior  rights  of any
outstanding  Preferred  Stock.  Holders of the Common Stock have no  preemptive,
subscription,  redemption or conversion rights. The outstanding shares of Common
Stock are, and the shares  offered by the Company in  connection  with the Plans
will be, when issued in accordance with the Plans, fully paid and nonassessable.
The rights, preferences and privileges of holders of Common Stock are subject to
the rights of the  holders of shares of the  Senior  Preferred  Stock and of any
series of  Preferred  Stock  which the Company  may  designate  and issue in the
future.

                                       2
Senior Preferred Stock

              The terms of the Senior Preferred Stock are summarized below.

               Dividends.  Holders of Senior  Preferred  Stock, in preference to
the holders of shares of any class or series of Common  Stock,  are  entitled to
receive dividends in an amount per share equal to the aggregate per share amount
of all cash  dividends  and the  aggregate  per  share  amount  of all  non-cash
dividends  or other  distributions  other than a  dividend  payable in shares of
Common Stock or as a result of a subdivision of the outstanding shares of Common
Stock.

               In the event the Company  declares a dividend on the Common Stock
payable  in shares of Common  Stock or  effects a  subdivision,  combination  or
consolidation of the outstanding shares of Common Stock, the aggregate amount of
dividends to which holders of shares of Senior Preferred Stock are entitled will
be  adjusted  to  reflect  the ratio of the  number  of  shares of Common  Stock
outstanding immediately after such event to the number of shares of Common Stock
that were outstanding immediately prior to such event.

               The Company must declare a dividend or distribution on the Senior
Preferred Stock  immediately after it declares a dividend or distribution on the
Common  Stock (other than  dividend  payable in shares of Common Stock and other
than as a result of a subdivision of the outstanding shares of Common Stock) and
must pay such dividend or  distribution  on the same date on which such dividend
or distribution is paid to holders of Common Stock.

               Conversion.  Subject  to  provision  for  adjustment  in  certain
events,  each share of Senior Preferred Stock is convertible into one fully paid
and nonassessable share of voting Common Stock.

               Redemption or Repurchase.  The shares of Senior  Preferred  Stock
are not  redeemable.  The Company  will not  purchase or  otherwise  acquire any
shares of Senior  Preferred  Stock  except  pursuant to a pro rata offer made in
writing,  on identical  terms,  to each holder of Senior  Preferred Stock at the
time outstanding.

               Voting Rights. The holders of Senior Preferred Stock, voting as a
separate  series from all other series of Preferred Stock and classes of capital
stock, are entitled at each annual  shareholder's  meeting to elect the smallest
number representing a majority of the number of members of the Board. Each share
of the Senior  Preferred Stock entitles the holder thereof to one vote per share
with  respect to the  election of  directors.  The  directors  so elected may be
removed  without  cause only by the holders of a majority in voting power of the
outstanding Senior Preferred Stock.  Vacancies on the Board that result in fewer
directors in office than the holders of the Senior  Preferred Stock are entitled
to elect  shall be filled  only by  election  by holders of a majority in voting
power of the Senior  Preferred  Stock.  With  respect to matters  upon which the
holders of Voting  Common Stock are entitled to vote (other than the election of
Directors not elected pursuant to the  above-referenced  right of the holders of
the Senior  Preferred  Stock to elect a majority of the  Board),  the holders of
Senior  Preferred  Stock are  entitled to cast that number of votes per share of
Senior Preferred Stock equal to the number of shares of Voting Common Stock into
which such shares of Senior Preferred Stock are convertible.

               The  consent  of  the  holders  of at  least  two-thirds  of  the
outstanding  shares of Senior  Preferred  Stock is required  for the Company to:
alter,  change or amend the Articles of  Incorporation or By-Laws of the Company
or  the  Certificate  of  Designation  for  the  Senior   Preferred  Stock  (the
"Certificate of Designation") if any such alteration,  change or amendment would
alter or change  the  powers,  preferences  or  special  rights of the shares of
Senior  Preferred  Stock;  authorize  or issue any  additional  shares of Senior
Preferred Stock or authorize or issue any shares of any class or series of stock
ranking  prior  to or on a  parity  with the  Senior  Preferred  Stock as to the
payment  of  dividends  or as to the  distribution  of  assets  on  liquidation,
dissolution  or  winding  up;  increase  or  decrease  the  number of  directors
constituting  the Board of the  Company;  redeem,  repurchase,  declare or pay a
dividend or distribution with respect to any class or series of capital stock of
the Company,  except for  redemptions  pursuant to restricted  stock  agreements
approved  by a  majority  of the  directors  elected  by the  holders  of Senior
Preferred  Stock  pursuant to the  Certificate  of  Designation;  enter into any
transaction or series of related  transactions  involving an aggregate amount in
excess of $[ ] with any officer, director, employee or affiliate of the Company;
enter  into any  business  other  than a  business  in which  the  Company  or a
subsidiary  of the Company  was  engaged as of  December 4, 1997 (or  businesses
reasonably  related  thereto);  acquire  any person or assets if the fair market
value of the  purchase  price  therefore  exceeds 25% of the total  consolidated
assets  of  the  Company  (determined  in  accordance  with  generally  accepted
accounting  principles) as of the most recently  completed fiscal quarter of the
Company;  approve the

                                       3
annual capital expenditures budget of the Company and its subsidiaries; or enter
into any  employment  agreement with any executive  officer of the Company.  The
consent  of the  holders  of at least a majority  of the  outstanding  shares of
Senior  Preferred  Stock is required to merge,  consolidate  or combine with any
person or transfer all or substantially  all of the  consolidated  assets of the
Company and its subsidiaries to any person or persons.

               Liquidation.  Upon liquidation,  dissolution or winding up of the
Company,  the Senior  Preferred Stock ranks senior to each other class or series
of capital stock of the Company with respect to the payment of dividends and the
distribution  of assets.  No  distribution  will be made to the holders of stock
ranking junior to the Senior Preferred Stock unless,  prior thereto, the holders
of shares of Senior Preferred Stock have received $.01 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
declared,  to the date of such payments,  provided that the holders of shares of
Senior Preferred Stock will be entitled to receive an aggregate amount per share
including the  preferential  payment of $.01 per share (subject to an adjustment
for a change  in the  number of shares  of  Common  Stock  outstanding  due to a
dividend on the Common Stock  payable in shares of Common Stock or  subdivision,
combination or consolidation of the outstanding  shares of Common Stock),  equal
to the aggregate amount to be distributed per share to holders of Common Stock.

         Stockholders' Agreement

               The  Stockholders'   Agreement  sets  forth  certain  rights  and
obligations among (i) Saratoga Partners III, L.P.  ("Saratoga"),  the beneficial
owner of all of the  2,288,481  outstanding  shares of Senior  Preferred  Stock,
representing approximately 63% of the outstanding Voting Common Stock and Senior
Preferred Stock (collectively, "Voting Shares"), (ii) certain current and former
senior  management of the Company (the "Management  Investors"),  holding in the
aggregate  as of the date hereof  1,111,271  shares of Voting  Common  Stock and
(iii)  other  holders  of  Voting  Common  Stock  who  agree  to be bound by the
Stockholders'  Agreement.  With  respect  to  142,857  of the  shares  of Senior
Preferred  Stock,  Saratoga has voting power with respect to such shares and the
Company  has  been  informed  that  Brown  University  Third  Century  Fund  has
dispositive  directive power with respect to such shares subject to the terms of
the Stockholders' Agreement. As of the date hereof, the Trustees are not a party
to the Stockholders' Agreement. In the event the Trustees of the Plans determine
that it is in the best interests of  participants in the Plans that the Trustees
become a party to the Stockholders' Agreement, the Trustees will be bound by the
provisions  described  below.  The  terms  of the  Stockholders'  Agreement  are
summarized briefly below. The following description is qualified in its entirety
by  reference to the  Stockholders'  Agreement  incorporated  by reference as an
exhibit to the Company's Registration Statement on Form S-8 (No. 333-42989).

               Corporate  Governance.  In general, it is the stated intention of
the parties to the  Stockholders'  Agreement that Saratoga  remain in a majority
position with respect to stock ownership and Board representation.  Provision is
made,  however,  for certain rights on the part of the Board  representatives of
the Management  Investors with respect to specified corporate actions.  Specific
rights and  obligations  of the parties  regarding  these matters are summarized
below.

               Saratoga is at all times entitled to nominate two  directors.  As
long as  Saratoga  and  certain  permitted  transferees  hold a majority  of the
outstanding  Voting  Shares,  Saratoga is entitled to nominate a majority of the
Board.  At any time  Saratoga  owns less than a majority  of the Voting  Shares,
other than as a result of a sale of Voting Shares to a third party, Saratoga has
the option to purchase additional shares of Senior Preferred Stock sufficient to
increase its  percentage  ownership of Voting  Shares to 52%. All of  Saratoga's
foregoing rights are transferable to any third party to whom Saratoga  transfers
a majority of the outstanding  Voting Shares, and such third party may similarly
transfer such rights.

               The Representatives of the Management  Investors are at all times
entitled  to  nominate  two  directors.   The  current  Representatives  of  the
Management Investors are Walter W. Turner and Clayton A. Sweeney. Either or both
of them  may be  removed  by the vote of at least  three-fourths  of the  Voting
Shares held by Management  Investors.  Any replacement for a Management Investor
who has  retired,  died or been  removed  will be chosen  by the Board  from the
Management  Investors  who  are  employees  and who are  among  the ten  largest
Management Investor holders of Voting Shares. If no one who qualifies is willing
to serve, the Board can fill the vacancy in its discretion.  In such a case, the
person chosen can be removed by Management Investors holding at least a majority
of the Management Investors' Voting Shares.

               One  non-employee  director will be nominated by mutual agreement
of  Saratoga  and  the   Representatives   of  the  Management   Investors  (the
"Independent Director"). Any other director may be nominated in the

                                       4
same way.

               Each  holder of Voting  Shares who is party to the  Stockholders'
Agreement (a "Voting  Shareholder")  agrees not to take any action to remove any
director,  except that Voting  Shareholders can vote their shares for removal of
particular   directors   upon  the   recommendation   of  Saratoga   and/or  the
Representatives  of the Management  Investors (i) respectively,  with respect to
directors representing Saratoga or the Management Investors, (ii) mutually, with
respect  to the  Independent  Director  and (iii) of either of  Saratoga  or the
Management  Investors,   with  respect  to  any  other  director.   Each  Voting
Stockholder  agrees  to vote  for  the  Board  nominees  who  are  nominated  in
accordance with the Stockholders' Agreement.

               A  Supermajority  Vote (as  defined  below)  of the  Board or the
unanimous vote of a Board Committee that was appointed by a  Supermajority  Vote
is  required  for  approval  of  specified  fundamental  and  other  significant
corporate actions outside the ordinary course of business. The holders of Voting
Shares bound by the Stockholders'  Agreement agree to use their best efforts not
to permit the Company to take any such action that has not been  approved by the
required Board action.  A Supermajority  Vote means the  affirmative  vote of at
least a majority (i.e.,  more than 50%) of the number of directors as last fixed
in accordance with the Company's By-Laws,  plus one additional director. As long
as the Board has six  members,  and two each are  nominated  by Saratoga and the
Representatives of the Management Investors, and the remaining two are nominated
by mutual agreement of Saratoga and such Representatives,  then, for purposes of
the  Supermajority  Vote only, each Saratoga  nominee is entitled to 2 1/2 votes
(or 5 votes if there is only one  Saratoga  nominee),  each  other  director  is
entitled to one vote and the Supermajority Vote is six votes.

               Certain Rights.  Shareholders who are party to the  Stockholders'
Agreement  are  entitled  to certain  registration,  preemptive  and bring along
rights as summarized below.

               The Company is required to use its best efforts to include in any
registration (including  registrations requested by Saratoga as described below)
of any shares of Common Stock or Senior Preferred Stock (collectively, "Shares")
(other  than  shares  issuable  solely  pursuant  to any  stock  option or other
employee  benefit plan) all Shares  requested to be included  within a specified
time period by any stockholder bound by the Stockholders'  Agreement. The number
of shares  included in any  underwritten  offering would be subject to being cut
back as  determined  to be  necessary by the  managing  underwriter  in order to
effect  an  orderly  public  distribution.  Saratoga  has the right to cause the
Company  to use its best  efforts  to effect  two  registrations  of any  Shares
requested to be included by Saratoga.

               If the Company offers to sell additional Shares, each stockholder
party to the  Stockholders'  Agreement has the right to subscribe for additional
Shares at the offered price, in proportion to the number of Shares  outstanding.
Registered public offerings, conversions of the Senior Preferred Stock, employee
stock  options  and other sales of Shares to  employees  to the extent of Shares
repurchased  pursuant to the  Stockholders'  Agreement  would not  trigger  this
right.

               If Saratoga  proposes to sell a portion of its Shares to a person
who is not a party to the Stockholders'  Agreement,  and such sale would entitle
the buyer to elect a  majority  of the Board,  the buyer must agree to  purchase
from each  Management  Investor  the same  percentage  of shares as  Saratoga is
selling.

         Restrictions On Resale

               Restrictions  Under  the  Stockholder's  Agreement  Except  in  a
registered  public  offering,  and as  otherwise  provided in the  Stockholders'
Agreement,  no stockholder bound by the Stockholders'  Agreement is permitted to
sell, assign, pledge, encumber or otherwise transfer any shares of Voting Common
Stock to any person (a "Transferee")  unless the Transferee agrees in writing to
become a party to the  Stockholders'  Agreement  and the shares of Voting Common
Stock bear the  following  restrictive  legends in  addition  to any  additional
endorsement  which may be required for compliance with state  securities or blue
sky laws:

          "The  shares  represented  by this  certificate  have not been
          registered  under the Securities Act of 1933, as amended,  and
          may not be transferred,  sold or otherwise  disposed of except
          pursuant to an effective registration statement or pursuant to
          an exemption from registration, under the Act."

                                       5
"The shares  represented  by this  certificate  are subject to
          restrictions on transfer, certain voting restrictions, certain
          rights of the Company and the  Stockholders  of the Company to
          repurchase  such shares and certain  rights of the  registered
          holder to sell such  shares  to the  Company  on the terms and
          conditions set forth in a Stockholders'  Agreement dated as of
          December  1, 1997,  a copy of which may be  obtained  from the
          Company or from the holder of this certificate. No transfer of
          such shares  will be made on the books of the  Company  unless
          accompanied  by evidence of compliance  with the terms of such
          Agreement."

               Any such transfer  otherwise must be effected in accordance  with
the terms of the  Stockholders'  Agreement.  A stockholder  may pledge shares of
Voting Common Stock to an affiliate of that  stockholder or to a commercial bank
or other lending institution as security for indebtedness of such stockholder or
the Company to such lender,  provided that the pledgee agrees to be bound by the
terms of the Stockholders' Agreement.

               The  Company  and the  Management  Investors  have  the  right to
purchase  any  shares of Voting  Common  Stock that a  stockholder  bound by the
Stockholders'  Agreement desires to sell or otherwise transfer,  at the price at
which the stockholder otherwise proposes to sell them. If the Company and/or the
Management  Investors do not fully exercise their right, a stockholder  may sell
to a third party for total  consideration  equal to at least 95% of the proposed
price.  Any lesser  price must be  reoffered  to the Company and the  Management
Investors.  If they do not purchase all of the offered  shares of Voting  Common
Stock,  the stockholder may sell them to a third party at a price (and terms) at
least equal to the reoffer price.  No Management  Investor may sell or otherwise
transfer  shares of Voting  Common  Stock  other  than to the  Company,  another
Management Investor,  such Management  Investor's spouse, to a buyer pursuant to
the bring-along rights described above under "Description of Common Stock" or in
connection with an involuntary transfer.

               If  a   stockholder   bound   by  the   Stockholders'   Agreement
involuntarily  transfers his or her shares of Voting  Common Stocks  directly or
indirectly,  such  stockholder  must give written notice within 30 days, and the
Company  will have the option to buy all of the shares of Voting  Common  Stock.
The purchase  price for such shares will be equal to the lesser of (i) the price
which the involuntary  transferee paid or (ii) adjusted book value as determined
by the Company.

               Upon  a  Management  Investor's  ceasing  to be  employed  by the
Company, the Company has the right in its sole discretion to purchase all of the
Voting  Common  Stock owned by that  Management  Investor,  including  shares of
Voting  Common  Stock  jointly  owned  with  a  spouse,  at  fair  value  on the
termination  date.  Otherwise,  the  Company is required  to  purchase,  and the
Management Investor is required to sell, 25% of the Management Investor's shares
of Voting  Common  Stock upon  termination  and the  remaining  shares of Voting
Common  Stock  in  three  annual  installments  on the  anniversary  date of the
termination.  For installment sales, the price per share, at the election of the
Management  Investor,  will be either the fair value on the termination date for
all shares of Voting Common Stock purchased, or the respective fair value on the
actual dates of purchase.

               Restrictions  under the Federal Securities Laws. Under the United
States federal  securities laws, if a participant is deemed to be an "affiliate"
of the Company, the participant is restricted in the resale of the participant's
shares of Voting Common Stock  (whether  acquired under the Plans or otherwise).
For this purpose,  an  "affiliate" of the Company is any person who controls the
Company,  is  controlled  by the Company,  or is under  common  control with the
Company,  whether directly or indirectly through one or more  intermediaries.  A
corporation's  "affiliates"  would usually  include all persons  whose  security
holdings are substantial  enough to affect the corporation's  management.  Also,
all  directors  and  executive  or  policy-making  officers  are  presumed to be
"affiliates."

               In general,  unless  specifically  registered for resale,  shares
owned  by  affiliates  can be  sold  only in  compliance  with  Rule  144 of the
Securities and Exchange  Commission (the "SEC") or another applicable  exemption
from  registration.  Among other  things,  Rule 144 imposes  limitations  on the
amount of securities sold by an affiliate in any three-month period and requires
that sales be conducted through a broker. These limitations apply in addition to
the restrictions imposed under the Stockholder's Agreement.

                                       6
ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              None.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation
Law (the  "BCL")  provide  that a business  corporation  shall have the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any proceeding, whether civil, criminal,  administrative or investigative, by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of  another  corporation  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  believed to be in, or not
opposed to, the best  interests  of the  corporation,  and,  with respect to any
criminal  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful.  In the case of an action by or in the right of the corporation,  such
indemnification is limited to expenses (including  attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action,  except that no indemnification  shall be made in respect of any
claim, issue or matter as to which such person has been adjudged to be liable to
the  corporation  unless,  and only to the extent that, a court  determines upon
application  that,  despite the adjudication of liability but in view of all the
circumstances,  such person is fairly and  reasonably  entitled to indemnity for
the expenses that the court deems proper.

              BCL Section 1744 provides  that,  unless  ordered by a court,  any
indemnification  referred  to  above  shall be made by the  corporation  only as
authorized in the specific case upon a  determination  that  indemnification  is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct. Such determination shall be made:

              (1)   by the Board by a majority vote  of a quorum  consisting  of
                    directors who were not parties to the proceeding; or

              (2)   if such a quorum is not obtainable, or  if obtainable and  a
                    majority vote of a quorum  of disinterested   directors   so
                    directs, by independent legal counsel in a written  opinion;
                    or

              (3)   by the shareholders.

              Notwithstanding  the above,  BCL Section 1743 provides that to the
extent that a director,  officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any  proceeding  referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

              BCL Section 1745  provides  that  expenses  (including  attorney's
fees)  incurred  by an  officer,  director,  employee  or  agent  of a  business
corporation  in  defending  any  proceeding  may be paid by the  corporation  in
advance  of  the  final  disposition  of  the  proceeding  upon  receipt  of  an
undertaking to repay the amount advanced if it is ultimately determined that the
indemnitee is not entitled to be indemnified by the corporation.

              BCL Section 1746 provides that the indemnification and advancement
of expenses  provided by, or granted  pursuant to, the foregoing  provisions are
not exclusive of any other rights to which a person seeking  indemnification may
be entitled under any bylaw,  agreement,  vote of  shareholders  or directors or
otherwise,  and that indemnification may be granted under any bylaw,  agreement,
vote of  shareholders  or  disinterested  directors or otherwise  for any action
taken or any  failure to take any action  whether or not the  corporation  would
have the power to  indemnify  the person  under any other  provision  of law and
whether or not the indemnified  liability  arises or arose from any action by or
in the right of the corporation,  provided,  however, that no indemnification is
determined by a court to have constituted willful misconduct or recklessness.

              BCL Section 1747 permits a  Pennsylvania  business  corporation to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another corporation or other enterprise,  against   any    liability    asserted

                                       7
against such person and incurred by him in any such capacity,  or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify  the person  against such  liability  under the  provisions  described
above.

              The Company's  Articles of  Incorporation  and By-Laws provide for
(i) indemnification of directors,  officers, employees and agents of the Company
and its  subsidiaries  and (ii) the  elimination  of a director's  liability for
monetary  damages,  to the maximum extent permitted by the BCL. The Company also
maintains  directors' and officers'  liability  insurance covering its directors
and  officers  with  respect to  liabilities,  including  liabilities  under the
Securities  Act of 1933,  as amended,  which they may incur in  connection  with
their serving as such.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              None.

ITEM 8.       EXHIBITS.

              The  following  exhibits  are filed  herewith or  incorporated  by
reference as part of this Registration Statement:

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

 4.1           Restated  and  Amended   Articles  of  Incorporation  of  Koppers
               Industries, Inc. (incorporated by reference to Exhibit 4.1 of the
               Company's  Registration  Statement  on Form S-8 filed on December
               22, 1997 (File No. 333-42989))

 4.2           Restated  and  Amended  By-Laws  of  Koppers   Industries,   Inc.
               (incorporated  by  reference  to  Exhibit  4.2 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 4.3           Stockholders'  Agreement by and among Koppers  Industries,  Inc.,
               Saratoga  Partners,  III, L.P. and certain  management  investors
               (incorporated  by  reference  to  Exhibit  4.3 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 5.1           Opinion of Metz Schermer & Lewis L.L.C.

23.1           Consent of Ernst & Young LLP

23.2           Consent of  Metz  Schermer & Lewis  L.L.C.  (included  in Exhibit
               5.1)

24.1           Power   of   Attorney  (set forth on the  signature  page of this
               Registration Statement)

                                       8
ITEM 9.       UNDERTAKINGS.

         (a)  The undersigned Company hereby undertakes:

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

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

         (ii)    To reflect in the prospectus any facts or  events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

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

provided,  however,  that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference 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.

         (b) The  undersigned  Company hereby  undertakes  that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new Registration  Statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                                      * * *

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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.

                                       9
SIGNATURES

              Pursuant to the  requirements  of the Securities  Act, the Company
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, Pennsylvania as of June 14, 2000.

                                KOPPERS INDUSTRIES, INC.

                                By:  /s/ WALTER W. TURNER
                                         -----------------------------------
                                         Walter W. Turner
                                         President and Chief Executive Officer

We, the  undersigned  directors  and officers of Koppers  Industries,  Inc.,  do
hereby constitute and appoint Walter W. Turner and Clayton A. Sweeney, or either
of them,  our true and lawful  attorneys and agents,  to do any and all acts and
things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act and any rules, regulations and requirements of the Commission, in connection
with  this  Registration   Statement,   including   specifically,   but  without
limitation,  power and authority to sign for us or any of us in our names in the
capacities  indicated  below, any and all amendments  (including  post-effective
amendments)  hereto and we do hereby ratify and confirm all that said  attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.

              Pursuant  to  the   requirements   of  the  Securities  Act,  this
Registration  Statement and the foregoing  Power of Attorney have been signed by
the following persons in the capacities and on the dates indicated.

    SIGNATURE                    CAPACITY                             DATE
    ---------                    --------                             ----

/s/ Robert Cizik            Chairman and Director                  June 13, 2000
-------------------------
Robert Cizik

/s/ Walter W. Turner        President and Chief Executive Officer  June 14, 2000
-------------------------   (Principal Executive Officer) and
Walter W. Turner            a Director

/s/ Donald E. Davis         Chief Financial Officer (Principal     June 14, 2000
-------------------------   Financial Officer and Principal
Donald E. Davis             Accounting Officer)

/s/ Clayton A. Sweeney      Director                               June 14, 2000
-------------------------
Clayton A. Sweeney

/s/ Christian L. Oberbeck   Director                               June 15, 2000
-------------------------
Christian L. Oberbeck

/s/ N.H. Prater             Director                               June 14, 2000
-------------------------
N.H. Prater

/s/David M. Hillenbrand     Director                               June 13, 2000
-------------------------
David M. Hillenbrand

                                       10
We, the undersigned  members of the  Administrative  Committee for
the Employee Savings Plan of Koppers  Industries,  Inc. and Subsidiaries and the
Koppers   Industries,   Inc.  Savings  Plan  for  Union  Hourly  Employees  (the
"Committee"),  do hereby  constitute and appoint Walter W. Turner and Clayton A.
Sweeney,  or either of them, our true and lawful attorneys and agents, to do any
and all acts and  things  in our name and on our  behalf  in our  capacities  as
members of the  Committee and to execute any and all  instruments  for us and in
our names in the capacities indicated below, which said attorneys and agents, or
either of them,  may deem  necessary or  advisable  to enable said  Committee to
comply with the Securities Act and any rules,  regulations  and  requirements of
the  Commission,  in  connection  with this  Registration  Statement,  including
specifically,  but without limitation, power and authority to sign for us or any
of us in our names in the  capacities  indicated  below,  any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents,  or either of them,  shall do or cause to be
done by virtue hereof.

              Pursuant  to  the   requirements   of  the  Securities   Act,  the
undersigned  Plan   Administrator  of  the  Employee  Savings  Plan  of  Koppers
Industries,  Inc. and Subsidiaries and the Koppers Industries, Inc. Savings Plan
for Union Hourly  Employees  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 June 15, 2000.

                                    ADMINISTRATIVE COMMITTEE FOR THE
                                    EMPLOYEE SAVINGS PLAN OF KOPPERS
                                    INDUSTRIES, INC. AND SUBSIDIARIES AND
                                    THE KOPPERS INDUSTIRES, INC. SAVINGS
                                    PLAN FOR UNION HOURLY EMPLOYEES

                                    By:  /s/ Joseph E. Boan
                                       -----------------------------------------
                                             Joseph E. Boan (Committee Chairman)

                                    By:  /s/ Randall D. Collins
                                       -----------------------------------------
                                             Randall D. Collins

                                    By:  /s/ Donald E. Davis
                                       -----------------------------------------
                                             Donald E. Davis

                                    By:  /s/ Walter W. Turner
                                       -----------------------------------------
                                             Walter W. Turner

                                       11
INDEX TO EXHIBITS

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

 4.1           Restated  and  Amended   Articles  of  Incorporation  of  Koppers
               Industries, Inc. (incorporated by reference to Exhibit 4.1 of the
               Company's  Registration  Statement  on Form S-8 filed on December
               22, 1997 (File No. 333-42989))

 4.2           Restated  and  Amended  By-Laws  of  Koppers   Industries,   Inc.
               (incorporated  by  reference  to  Exhibit  4.2 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 4.3           Stockholders'  Agreement by and among Koppers  Industries,  Inc.,
               Saratoga  Partners,  III, L.P. and certain  management  investors
               (incorporated  by  reference  to  Exhibit  4.3 of  the  Company's
               Registration  Statement  on Form S-8 filed on  December  22, 1997
               (File No. 333-42989))

 5.1           Opinion of Metz Schermer & Lewis L.L.C.

23.1           Consent of Ernst & Young LLP

23.2           Consent of  Metz  Schermer & Lewis  L.L.C.  (included  in Exhibit
               5.1)

24.1           Power  of  Attorney  (set  forth  on the  signature  page of this
               Registration Statement)