<PAGE>

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

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

                    MORTON INTERNATIONAL, INC.
      (Exact name of registrant as specified in its charter)


            Indiana                                36-4140798
  (State or other jurisdiction                  (I.R.S. Employer
      of incorporation or                    Identification Number)
        organization)




                    100 North Riverside Plaza
                   Chicago, Illinois 60606-1596
        (Address of Principal Executive offices)(Zip Code)

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

              1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
                     (Full title of the plan)

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

                     P. Michael Phelps, Esq.
                    Vice President & Secretary
                    Morton International, Inc.
                    100 North Riverside Plaza
                   Chicago, Illinois 60606-1596
                    Telephone: (312) 807-2422
(Name, address, including zip code, and telephone number, including area
                   code, of agent for service)

                 Calculation of Registration Fee

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
   Title of         Amount to            Proposed            Proposed             Amount of 
  securities            be           maximum offering        maximum           registration fee
to be registered    registered          price per            aggregate
                                        share(1)          offering price(1)    
-----------------------------------------------------------------------------------------------
<S>                 <C>              <C>                  <C>                  <C>
Common Stock,         87,000              $28.50             $2,479,500             $751.36
par value $1.00
per share
-----------------------------------------------------------------------------------------------
<FN>

(1)  Calculated pursuant to Rule 457(h), based on an assumed price of $28.50 per share, which 
     represents the average of the high and low prices of such securities reported on the New 
     York Stock Exchange Composite Tape on April 28, 1997.

</TABLE>
<PAGE>
                              
<PAGE>
                                    PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted from this Registration Statement in accordance with Rule 
428 under the Securities Act of 1933 (the "Securities Act") and the Note to 
Part I of Form S-8.


                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

  The following documents filed with the Securities and Exchange Commission 
are incorporated herein by reference:

  The Registrant's Registration Statement on Form 10 filed March 24, 1997.

  All reports and other documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c) , 14 and 15(d) of the Securities Exchange 
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective 
amendment which indicates that all securities then offered hereby have been 
sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from the 
date of the filing of such reports and documents.  Any statement contained in 
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any other 
subsequently filed document which also is incorporated or deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.  

Item 4.   Description of securities.

  Not applicable.

Item 5.   Interests of Named Experts and Counsel.

  Not applicable.

Item 6.   Indemnification of Directors and Officers.

  Article Ninth of the Registrant's Articles of Incorporation ("Article 
Ninth") sets forth the limits of the liability of directors, officers, 
employees and agents (collectively, "Corporate Persons") in accordance with 
the Indiana Business Corporation Law (the "Indiana Law").  Corporate Persons 
will not be liable for any loss or damage suffered on account of any action 
taken or omitted to be taken if (a) such person (i) acted in good faith, (ii) 
with the care an ordinarily prudent person in a like position would have 
exercised under similar circumstances, and (iii) in a manner such person 
reasonably believed was in the best interests of the Registrant or (b) such 
person's breach of or failure to act in accordance with the standards of 
conduct set forth in (a) did not constitute willful misconduct or 
recklessness (the "Standards of Conduct").  In addition, Corporate Persons 
will be deemed to have complied with the Standards of Conduct if, in good 
faith, they relied upon corporate records, information prepared by other 
Corporate Persons, legal counsel, public accountants, and the Board of 
Directors if that Corporate Person is not a director and if such Corporate 
Person reasonably believed the records or persons upon whom he relied merited 
confidence.  The elimination of liability of Corporate Persons for monetary 
damages in the circumstances described above may deter persons from bringing 
third party or derivative actions against Corporate Persons to the extent such 
actions seek monetary damages.


<PAGE>
                              
<PAGE>
  
  Article Ninth provides for indemnification and insurance on behalf of 
Corporate Persons (and certain others acting on behalf of the Company or its 
affiliates in accordance with the Indiana Law).  Mandatory indemnification is 
provided for Corporate Persons to the extent such person is successful in 
defending any action, suit or proceeding, whether civil or criminal, 
administrative or investigative, formal or informal (an "Action") against any 
expenses, including attorneys' fees.  In all other situations, unless ordered 
by a court, any indemnification of a Corporate Person under Article Ninth 
shall be made by the Registrant only as authorized in the specific case upon a 
determination that indemnification of such person is proper in the 
circumstances because he met the "Indemnification Standards." Those standards 
are as follows: the Corporate Person (a) acted in good faith, (b) acted in a 
manner he reasonably believed (1) with respect to actions as a Corporate 
Person, to be in the best interests of the Registrant or (2) with respect to 
actions while serving, at the request of the Registrant, as a Corporate 
Person, partner, trustee or member or in another authorized capacity of or for 
another entity, was not opposed to the best interests of the Registrant, and (
c) with respect to any criminal Action, either (1) had reasonable cause to 
believe his conduct was lawful or (2) had no reasonable cause to believe his 
conduct was unlawful.

  The determination that the Indemnification Standards were met will be made 
(a) by the Board of Directors, by a majority vote of a quorum consisting of 
directors who are not at the time parties to the Action involved, (b) if a 
quorum cannot be obtained, by a majority vote of a committee duly designated 
by the Board of Directors, consisting solely of two or more directors who are 
not at the time parties, (c) by written opinion of legal counsel or (d) by the 
shareholders who are not at the time parties, voting together as a single 
class.

  Also, Article Ninth provides for the advancement of expenses if the 
Corporate Person furnishes a written affirmation of his good faith belief that 
he has met the Indemnification Standards (and an agreement to repay such 
advance if it is ultimately determined that he did not meet those standards), 
and a determination is made that, based upon the facts then known, 
indemnification as set forth above would not be precluded.  The rights granted 
under Article Ninth are deemed not to be the exclusive indemnification rights, 
and additional indemnification may be provided by law or by action of directors
or shareholders.  The Registrant may purchase insurance for any Corporate 
Person against any liability asserted against and incurred by him in any such 
capacity, or arising out of his status as such, whether or not the Company 
would have the power to indemnify him.  The Registrant has purchased 
directors' and officers' liability insurance in the amounts and subject to the
conditions set forth in such policies covering certain liabilities incurred by 
its officers and directors in connection with the performance of their 
respective duties.

Item 7.   Exemption from Registration Claimed.

  Not applicable.

Item 8.   Exhibits.

  Reference is made to the Exhibit Index that immediately precedes the 
exhibits filed with this Registration Statement.

Item 9.   Undertakings.

  (a)  The undersigned Registrant hereby undertakes:

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

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

       (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;


<PAGE>
                              
<PAGE>

  
     provided, however, that the undertakings set forth in paragraphs (i) and 
     (ii) above do not apply if the Registration Statement is on Form S-3 or 
     Form S-8 and the information required to be included in a post-effective 
     amendment by those paragraphs is contained in periodic reports filed by 
     the Registrant pursuant to section 13 or section 15(d) of the 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 Registrant hereby further undertakes that, for the 
purposes of determining any liability under the Securities Act, each filing of 
the Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Exchange Act (and, where applicable, each filing of any employee benefit 
plan's annual report pursuant to 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 herein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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



<PAGE>
                            
<PAGE>

                                   SIGNATURES

The Registrant

  Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Chicago, State of Illinois, on the 1st day of May, 
1997.



                                   MORTON INTERNATIONAL, INC.


                                   By:  /s/  S. J.  Stewart
                                      -------------------------------------
                                      S. J. Stewart,
                                      Chairman and Chief Executive
                                      Officer


  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints S. J. Stewart, R. P. Buschmann and P. M. 
Phelps, and each of them, his true and lawful attorneys-in-fact and agents, 
each with full power of substitution and resubstitution, for him and in his 
name, place and stead, in any and all capacities, to sign any and all 
amendments to this Registration Statement, and to file the same, with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite or necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement on Form S-8 has been signed by the following persons as 
of May 1, 1997 in the capacities indicated. 


<PAGE>
                              
<PAGE>

     Signature                                          Title
     ---------                                          -----

/s/ S.J. Stewart
-----------------------------------        Chairman of the Board and
       S. J. Stewart                       Chief Executive Officer and Director
                                           (Principal Executive Officer
 
/s/ T. F. McDevitt
-----------------------------------        Vice President Finance and
       T. F. McDevitt                      Chief Financial Officer
                                           (Principal Financial Officer)


/s/ L.N. Liszt
-----------------------------------        Controller (Principal
       L. N. Liszt                         Accounting Officer)


/s/ R.M. Barford 
-----------------------------------        Director
R. M. Barford


/s/ J.R. Cantalupo
-----------------------------------        Director
J. R. Cantalupo


/s/ W.T. Creson
-----------------------------------        Director
W. T. Creson


/s/ W.J. Farrell
-----------------------------------        Director
W. J. Farrell


/s/ D.C. Fill
-----------------------------------        Director
D. C. Fill


/s/ W.E. Johnston
-----------------------------------        Director
W. E. Johnston


/s/ R.L. Keyser
-----------------------------------        Director
R. L. Keyser


/s/ F.W. Luerssen
-----------------------------------        Director
F. W. Luerssen


/s/ E.J. Mooney
-----------------------------------        Director
E. J. Mooney


/s/ G.A. Schaefer
-----------------------------------        Director
G. A. Schaefer


/s/ R. W. Stone
-----------------------------------        Director
R. W. Stone
                        
<PAGE>
                              
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

Exhibit
Number                Description                   Method of Filing
------                -----------                   ----------------

4.1       Form of Rights Agreement between the      Incorporated by reference 
          Registrant and The First Chicago Trust    to Exhibit 4.1 to 
          Company of New York.                      Registrant's Registration 
                                                    Statement on Form 10 filed 
                                                    March 24, 1997.


4.2       Articles of Incorporation of the          Incorporated by reference 
          Registrant.                               to Exhibit 3.1 to 
                                                    Registrant's Registration 
                                                    Statement on Form 10 filed 
                                                    March 24, 1997.


4.3       By-laws of the Registrant.                Incorporated by reference 
                                                    to Exhibit 3.2 to 
                                                    Registrant's Registration 
                                                    Statement on Form 10 filed 
                                                    March 24, 1997.


5.1       Opinion  of Barnes & Thornburg re         Filed herewith 
          legality of securities being registered.  electronically.


23.1      Consent of Ernst & Young LLP,             Filed herewith 
          independent auditors.                     electronically.


23.2      Consent of Barnes & Thornburg.            Included in Exhibit 5.1.


24.1      Power of Attorney.                        Included in Part II of 
                                                    Registration Statement.

<PAGE>
                              
<PAGE>
                                                                  EXHIBIT 5.1

                   [1994 NON-EMPLOYEE DIRECTOR'S STOCK PLAN]



                                                   May 1, 1997


New Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606

Gentlemen:

     We have acted as special Indiana counsel to New Morton International, 
Inc., an Indiana corporation (the "Company") in connection with the 
Registration Statement on Form S-8 (the "Registration Statement") filed under 
the Securities Act of 1933, as amended, relating to the offer and sale of 
87,000 shares of common stock, par value $1.00 per share, of the Company (the
"Common Stock") under the 1994 Non-Employee Director's Stock Plan (the "Plan") 
which, pursuant to the resolution of the Board of Directors of the Company on 
April 24, 1997, was assumed by the Company effective upon the consummation of 
the transactions (the "Distribution") contemplated by the Distribution 
greement by and between the Company and Morton International, Inc., an Indiana
corporation (a copy of which is an exhibit to the Company's Form 10 
Registration Statement filed with the Securities and Exchange Commission on 
March 24, 1997 (the "Form 10")).  Following the Distribution, the Company 
intends to amend its articles of incorporation to change its name to Morton 
International, Inc. 

     In rendering the opinions set forth herein, we have limited our factual 
inquiry to (i) review of the articles of incorporation and by-laws of the 
Company, (ii) reliance on a certificate of the Secretary of the Company, (iii) 
reliance on the facts and representations contained in the Form 10, including 
without limitation those relating to the number of the Company's Common Shares 
which will be outstanding following the Distribution, and (iv) such documents, 
corporate records and other instruments as we have deemed necessary or 
appropriate as a basis for the opinions expressed below, including without 
limitation a certificate issued by the Secretary of State of the State of 
Indiana dated April 17, 1997 attesting to the corporate existence of the 
Company in the State of Indiana.  In addition, we have assumed the genuineness 
of all signatures, the authenticity of all documents submitted to us as 
originals, the conformity to original documents of all documents submitted to 
us as certified or photostatic copies, and the authenticity of the originals 
of such copies. 

     Based upon the foregoing, and subject to the qualifications set forth 
herein, we are of the opinion that when (i) the Common Stock has been issued 
pursuant to the Plan, (ii) the Corporation has complied with the Securities 
Act of 1933, as amended, and with the securities laws of the State of Indiana 
and all other jurisdictions in which the Common Stock is to be issued pursuant 
to the Plan, and (iii) the registration and delivery of the certificate or 
certificates evidencing the Common Stock has occurred, the Common Stock will 
be legally issued, fully paid and non-assessable. 

     The foregoing opinion is limited to the current internal laws of the 
State of Indiana (without giving effect to any conflict of law principals 
thereof), and we have not considered, and express no opinion on, the laws of 
any other jurisdiction.  This opinion is based upon the laws in effect and 
facts in existence on the date of this letter, and we assume no obligation to 
revise or supplement this letter should the law or facts, or both, change.

     This opinion is intended solely for the use of the Company in connection 
with the registration of the Common Stock pursuant to the Registration 
Statement.  It may not be relied upon by any other person or for any other 
purpose, or reproduced or filed publicly by any person, without the written
consent of Barnes & Thornburg; provided, however, that we hereby consent to 
the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In 
giving this consent, however, we do not admit that we are in the category of 
persons whose consent is required under Section 7 of the Securities Act of 
1933, as amended, or the rules and regulations of the Securities and Exchange 
Commission thereunder.

                                   
                                      Very truly yours,
                                     
                                      /s/ Barnes & Thornburg
                                      BARNES & THORNBURG

<PAGE>
                              
<PAGE>
                                                                  Exhibit 23.1




 
                       Consent of Independent Auditors


      We consent to the incorporation by reference in the Registration 
Statement (Form S-8) pertaining to the 1994 Non-employee Directors Stock Plan 
of Morton International, Inc. of our report dated July 31, 1996, with respect 
to the consolidated financial statements of Morton International, Inc. (the 
predecessor to the Registrant) as of June 30, 1996 and 1995 and for each of 
the three years in the period ended June 30, 1996, included in the Registration
Statement on Form 10 filed with the Securities and Exchange Commission.
      
      
      
                                                /s/ Ernst & Young LLP      
                                                ERNST & YOUNG LLP
      
      Chicago, Illinois
      April 29, 1997
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 NON-EMPLOYEE DIRECTORS PLAN", "secsgml_size_bytes": 24557}]
{"company-data": {"conformed-name": "NEW MORTON INTERNATIONAL INC", "cik": "0001035972", "assigned-sic": "2890", "irs-number": "364140798", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26281", "film-number": "97592893"}, "business-address": {"street1": "100 NORTH RIVERSIDE PLAZA", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3128072000"}}
SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

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

                    MORTON INTERNATIONAL, INC.
      (Exact name of registrant as specified in its charter)

            Indiana                                36-4140798
  (State or other jurisdiction                  (I.R.S. Employer
      of incorporation or                    Identification Number)
        organization)

                    100 North Riverside Plaza
                   Chicago, Illinois 60606-1596
        (Address of Principal Executive offices)(Zip Code)

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

              1994 NON-EMPLOYEE DIRECTORS STOCK PLAN
                     (Full title of the plan)

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

                     P. Michael Phelps, Esq.
                    Vice President & Secretary
                    Morton International, Inc.
                    100 North Riverside Plaza
                   Chicago, Illinois 60606-1596
                    Telephone: (312) 807-2422
(Name, address, including zip code, and telephone number, including area
                   code, of agent for service)

                 Calculation of Registration Fee
-----------------------------------------------------------------------------------------------
   Title of         Amount to            Proposed            Proposed             Amount of 
  securities            be           maximum offering        maximum           registration fee
to be registered    registered          price per            aggregate
                                        share(1)          offering price(1)    
-----------------------------------------------------------------------------------------------
Common Stock,         87,000              $28.50             $2,479,500             $751.36
par value $1.00
per share
-----------------------------------------------------------------------------------------------
(1)  Calculated pursuant to Rule 457(h), based on an assumed price of $28.50 per share, which 
     represents the average of the high and low prices of such securities reported on the New 
     York Stock Exchange Composite Tape on April 28, 1997.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a) 
prospectus is omitted from this Registration Statement in accordance with Rule 
428 under the Securities Act of 1933 (the "Securities Act") and the Note to 
Part I of Form S-8.

                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

  The following documents filed with the Securities and Exchange Commission 
are incorporated herein by reference:

  The Registrant's Registration Statement on Form 10 filed March 24, 1997.

  All reports and other documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c) , 14 and 15(d) of the Securities Exchange 
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective 
amendment which indicates that all securities then offered hereby have been 
sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from the 
date of the filing of such reports and documents.  Any statement contained in 
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration 
Statement to the extent that a statement contained herein or in any other 
subsequently filed document which also is incorporated or deemed to be 
incorporated by reference herein modifies or supersedes such statement.  Any 
such statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Registration Statement.  

Item 4.   Description of securities.

  Not applicable.

Item 5.   Interests of Named Experts and Counsel.

  Not applicable.

Item 6.   Indemnification of Directors and Officers.

  Article Ninth of the Registrant's Articles of Incorporation ("Article 
Ninth") sets forth the limits of the liability of directors, officers, 
employees and agents (collectively, "Corporate Persons") in accordance with 
the Indiana Business Corporation Law (the "Indiana Law").  Corporate Persons 
will not be liable for any loss or damage suffered on account of any action 
taken or omitted to be taken if (a) such person (i) acted in good faith, (ii) 
with the care an ordinarily prudent person in a like position would have 
exercised under similar circumstances, and (iii) in a manner such person 
reasonably believed was in the best interests of the Registrant or (b) such 
person's breach of or failure to act in accordance with the standards of 
conduct set forth in (a) did not constitute willful misconduct or 
recklessness (the "Standards of Conduct").  In addition, Corporate Persons 
will be deemed to have complied with the Standards of Conduct if, in good 
faith, they relied upon corporate records, information prepared by other 
Corporate Persons, legal counsel, public accountants, and the Board of 
Directors if that Corporate Person is not a director and if such Corporate 
Person reasonably believed the records or persons upon whom he relied merited 
confidence.  The elimination of liability of Corporate Persons for monetary 
damages in the circumstances described above may deter persons from bringing 
third party or derivative actions against Corporate Persons to the extent such 
actions seek monetary damages.
Article Ninth provides for indemnification and insurance on behalf of 
Corporate Persons (and certain others acting on behalf of the Company or its 
affiliates in accordance with the Indiana Law).  Mandatory indemnification is 
provided for Corporate Persons to the extent such person is successful in 
defending any action, suit or proceeding, whether civil or criminal, 
administrative or investigative, formal or informal (an "Action") against any 
expenses, including attorneys' fees.  In all other situations, unless ordered 
by a court, any indemnification of a Corporate Person under Article Ninth 
shall be made by the Registrant only as authorized in the specific case upon a 
determination that indemnification of such person is proper in the 
circumstances because he met the "Indemnification Standards." Those standards 
are as follows: the Corporate Person (a) acted in good faith, (b) acted in a 
manner he reasonably believed (1) with respect to actions as a Corporate 
Person, to be in the best interests of the Registrant or (2) with respect to 
actions while serving, at the request of the Registrant, as a Corporate 
Person, partner, trustee or member or in another authorized capacity of or for 
another entity, was not opposed to the best interests of the Registrant, and (
c) with respect to any criminal Action, either (1) had reasonable cause to 
believe his conduct was lawful or (2) had no reasonable cause to believe his 
conduct was unlawful.

  The determination that the Indemnification Standards were met will be made 
(a) by the Board of Directors, by a majority vote of a quorum consisting of 
directors who are not at the time parties to the Action involved, (b) if a 
quorum cannot be obtained, by a majority vote of a committee duly designated 
by the Board of Directors, consisting solely of two or more directors who are 
not at the time parties, (c) by written opinion of legal counsel or (d) by the 
shareholders who are not at the time parties, voting together as a single 
class.

  Also, Article Ninth provides for the advancement of expenses if the 
Corporate Person furnishes a written affirmation of his good faith belief that 
he has met the Indemnification Standards (and an agreement to repay such 
advance if it is ultimately determined that he did not meet those standards), 
and a determination is made that, based upon the facts then known, 
indemnification as set forth above would not be precluded.  The rights granted 
under Article Ninth are deemed not to be the exclusive indemnification rights, 
and additional indemnification may be provided by law or by action of directors
or shareholders.  The Registrant may purchase insurance for any Corporate 
Person against any liability asserted against and incurred by him in any such 
capacity, or arising out of his status as such, whether or not the Company 
would have the power to indemnify him.  The Registrant has purchased 
directors' and officers' liability insurance in the amounts and subject to the
conditions set forth in such policies covering certain liabilities incurred by 
its officers and directors in connection with the performance of their 
respective duties.

Item 7.   Exemption from Registration Claimed.

  Not applicable.

Item 8.   Exhibits.

  Reference is made to the Exhibit Index that immediately precedes the 
exhibits filed with this Registration Statement.

Item 9.   Undertakings.

  (a)  The undersigned Registrant hereby undertakes:

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

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

       (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 the undertakings set forth in paragraphs (i) and 
     (ii) above do not apply if the Registration Statement is on Form S-3 or 
     Form S-8 and the information required to be included in a post-effective 
     amendment by those paragraphs is contained in periodic reports filed by 
     the Registrant pursuant to section 13 or section 15(d) of the 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 Registrant hereby further undertakes that, for the 
purposes of determining any liability under the Securities Act, each filing of 
the Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Exchange Act (and, where applicable, each filing of any employee benefit 
plan's annual report pursuant to 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 herein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

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

The Registrant

  Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Chicago, State of Illinois, on the 1st day of May, 
1997.

                                   MORTON INTERNATIONAL, INC.

                                   By:  /s/  S. J.  Stewart
                                      -------------------------------------
                                      S. J. Stewart,
                                      Chairman and Chief Executive
                                      Officer

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints S. J. Stewart, R. P. Buschmann and P. M. 
Phelps, and each of them, his true and lawful attorneys-in-fact and agents, 
each with full power of substitution and resubstitution, for him and in his 
name, place and stead, in any and all capacities, to sign any and all 
amendments to this Registration Statement, and to file the same, with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorneys-in-fact and 
agents, and each of them, full power and authority to do and perform each and 
every act and thing requisite or necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement on Form S-8 has been signed by the following persons as 
of May 1, 1997 in the capacities indicated.
Signature                                          Title
     ---------                                          -----

/s/ S.J. Stewart
-----------------------------------        Chairman of the Board and
       S. J. Stewart                       Chief Executive Officer and Director
                                           (Principal Executive Officer
 
/s/ T. F. McDevitt
-----------------------------------        Vice President Finance and
       T. F. McDevitt                      Chief Financial Officer
                                           (Principal Financial Officer)

/s/ L.N. Liszt
-----------------------------------        Controller (Principal
       L. N. Liszt                         Accounting Officer)

/s/ R.M. Barford 
-----------------------------------        Director
R. M. Barford

/s/ J.R. Cantalupo
-----------------------------------        Director
J. R. Cantalupo

/s/ W.T. Creson
-----------------------------------        Director
W. T. Creson

/s/ W.J. Farrell
-----------------------------------        Director
W. J. Farrell

/s/ D.C. Fill
-----------------------------------        Director
D. C. Fill

/s/ W.E. Johnston
-----------------------------------        Director
W. E. Johnston

/s/ R.L. Keyser
-----------------------------------        Director
R. L. Keyser

/s/ F.W. Luerssen
-----------------------------------        Director
F. W. Luerssen

/s/ E.J. Mooney
-----------------------------------        Director
E. J. Mooney

/s/ G.A. Schaefer
-----------------------------------        Director
G. A. Schaefer

/s/ R. W. Stone
-----------------------------------        Director
R. W. Stone
INDEX TO EXHIBITS
                                -----------------

Exhibit
Number                Description                   Method of Filing
------                -----------                   ----------------

4.1       Form of Rights Agreement between the      Incorporated by reference 
          Registrant and The First Chicago Trust    to Exhibit 4.1 to 
          Company of New York.                      Registrant's Registration 
                                                    Statement on Form 10 filed 
                                                    March 24, 1997.

4.2       Articles of Incorporation of the          Incorporated by reference 
          Registrant.                               to Exhibit 3.1 to 
                                                    Registrant's Registration 
                                                    Statement on Form 10 filed 
                                                    March 24, 1997.

4.3       By-laws of the Registrant.                Incorporated by reference 
                                                    to Exhibit 3.2 to 
                                                    Registrant's Registration 
                                                    Statement on Form 10 filed 
                                                    March 24, 1997.

5.1       Opinion  of Barnes & Thornburg re         Filed herewith 
          legality of securities being registered.  electronically.

23.1      Consent of Ernst & Young LLP,             Filed herewith 
          independent auditors.                     electronically.

23.2      Consent of Barnes & Thornburg.            Included in Exhibit 5.1.

24.1      Power of Attorney.                        Included in Part II of 
                                                    Registration Statement.
EXHIBIT 5.1

                   [1994 NON-EMPLOYEE DIRECTOR'S STOCK PLAN]

                                                   May 1, 1997

New Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606

Gentlemen:

     We have acted as special Indiana counsel to New Morton International, 
Inc., an Indiana corporation (the "Company") in connection with the 
Registration Statement on Form S-8 (the "Registration Statement") filed under 
the Securities Act of 1933, as amended, relating to the offer and sale of 
87,000 shares of common stock, par value $1.00 per share, of the Company (the
"Common Stock") under the 1994 Non-Employee Director's Stock Plan (the "Plan") 
which, pursuant to the resolution of the Board of Directors of the Company on 
April 24, 1997, was assumed by the Company effective upon the consummation of 
the transactions (the "Distribution") contemplated by the Distribution 
greement by and between the Company and Morton International, Inc., an Indiana
corporation (a copy of which is an exhibit to the Company's Form 10 
Registration Statement filed with the Securities and Exchange Commission on 
March 24, 1997 (the "Form 10")).  Following the Distribution, the Company 
intends to amend its articles of incorporation to change its name to Morton 
International, Inc. 

     In rendering the opinions set forth herein, we have limited our factual 
inquiry to (i) review of the articles of incorporation and by-laws of the 
Company, (ii) reliance on a certificate of the Secretary of the Company, (iii) 
reliance on the facts and representations contained in the Form 10, including 
without limitation those relating to the number of the Company's Common Shares 
which will be outstanding following the Distribution, and (iv) such documents, 
corporate records and other instruments as we have deemed necessary or 
appropriate as a basis for the opinions expressed below, including without 
limitation a certificate issued by the Secretary of State of the State of 
Indiana dated April 17, 1997 attesting to the corporate existence of the 
Company in the State of Indiana.  In addition, we have assumed the genuineness 
of all signatures, the authenticity of all documents submitted to us as 
originals, the conformity to original documents of all documents submitted to 
us as certified or photostatic copies, and the authenticity of the originals 
of such copies. 

     Based upon the foregoing, and subject to the qualifications set forth 
herein, we are of the opinion that when (i) the Common Stock has been issued 
pursuant to the Plan, (ii) the Corporation has complied with the Securities 
Act of 1933, as amended, and with the securities laws of the State of Indiana 
and all other jurisdictions in which the Common Stock is to be issued pursuant 
to the Plan, and (iii) the registration and delivery of the certificate or 
certificates evidencing the Common Stock has occurred, the Common Stock will 
be legally issued, fully paid and non-assessable. 

     The foregoing opinion is limited to the current internal laws of the 
State of Indiana (without giving effect to any conflict of law principals 
thereof), and we have not considered, and express no opinion on, the laws of 
any other jurisdiction.  This opinion is based upon the laws in effect and 
facts in existence on the date of this letter, and we assume no obligation to 
revise or supplement this letter should the law or facts, or both, change.

     This opinion is intended solely for the use of the Company in connection 
with the registration of the Common Stock pursuant to the Registration 
Statement.  It may not be relied upon by any other person or for any other 
purpose, or reproduced or filed publicly by any person, without the written
consent of Barnes & Thornburg; provided, however, that we hereby consent to 
the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In 
giving this consent, however, we do not admit that we are in the category of 
persons whose consent is required under Section 7 of the Securities Act of 
1933, as amended, or the rules and regulations of the Securities and Exchange 
Commission thereunder.

                                   
                                      Very truly yours,
                                     
                                      /s/ Barnes & Thornburg
                                      BARNES & THORNBURG
Exhibit 23.1

 
                       Consent of Independent Auditors

      We consent to the incorporation by reference in the Registration 
Statement (Form S-8) pertaining to the 1994 Non-employee Directors Stock Plan 
of Morton International, Inc. of our report dated July 31, 1996, with respect 
to the consolidated financial statements of Morton International, Inc. (the 
predecessor to the Registrant) as of June 30, 1996 and 1995 and for each of 
the three years in the period ended June 30, 1996, included in the Registration
Statement on Form 10 filed with the Securities and Exchange Commission.
      
      
      
                                                /s/ Ernst & Young LLP      
                                                ERNST & YOUNG LLP
      
      Chicago, Illinois
      April 29, 1997