<PAGE>

      As filed with the Securities and Exchange Commission on May 11, 1998

                                                  Registration No. 333-______



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            Mueller Industries, Inc.
                            ------------------------
               (Exact name of issuer as specified in its charter)

           Delaware                                         25-0790410
-----------------------------                       -----------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                         6799 Great Oaks Road, Suite 200
                            Memphis, Tennessee 38138
                    (Address of Principal Executive Offices)

                 Mueller Industries, Inc. 1998 Stock Option Plan
                 -----------------------------------------------
                            (Full Title of the Plan)

                            William H. Hensley, Esq.
                  Vice President, General Counsel and Secretary
                            Mueller Industries, Inc.
                         6799 Great Oaks Road, Suite 200
                            Memphis, Tennessee 38138
                                 (901) 753-3200
                       ----------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                               Neil Novikoff, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 821-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

Title of Securities to be      Amount to be registered    Proposed maximum         Proposed maximum           Amount of
Registered                     (1)                        offering price per       aggregate offering        registration fee
                                                          share (2)                price (2)
------------------------------ -------------------------- ------------------------ ------------------------- --------------------
<S>                            <C>                        <C>                      <C>                        <C>      
Common Stock, par value $.01
per share                      300,000                    $66.15625                $19,846,875                $5,854.83

</TABLE>

(1)  This  Registration  Statement  covers the  300,000  shares of Common  Stock
     authorized  to be issued  under the  Mueller  Industries,  Inc.  1998 Stock
     Option Plan.

(2)  Estimated solely for calculating the amount of the registration fee,
     pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
     1933, as amended (the "Securities Act"), based upon the average of the high
     and low prices of the Common Stock as reported by the New York Stock
     Exchange, Inc. on May 7, 1998.




                                       1
<PAGE>



                                                   
                                     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
(the  "Commission")  by Mueller  Industries,  Inc., a Delaware  corporation (the
"Company"), are incorporated by reference into the Registration Statement:

          (a) The Company's annual report on Form 10-K for the fiscal year ended
          December 27, 1997, filed pursuant to the Securities Exchange Act of
          1934, as amended (the "Exchange Act").

          (b) The Company's  quarterly report on Form 10-Q for the quarter ended
          March 28, 1998, filed pursuant to the Exchange Act.

          (c) The description of the Company's Common Stock, par value $0.01 per
          share  (the  "Common  Stock"),  which is  contained  in the  Company's
          Registration Statement on Form 8-A, File No. 1-6770, dated January 22,
          1991,  filed pursuant to the Exchange Act, as amended by the Company's
          Form 8, dated February 12, 1991.

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

Item 4. DESCRIPTION OF SECURITIES

     Inapplicable





                                       2
<PAGE>

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the shares of Common Stock  offered  hereby is being passed
upon  for the  Company  by  Willkie  Farr &  Gallagher.  As of the  date of this
Registration Statement,  Robert B. Hodes, a partner of Willkie Farr & Gallagher,
is a non-employee  director of the Company and is the beneficial owner of 21,000
shares of Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware  corporation  to  indemnify  any  person  who was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of such  corporation)  by reason of the
fact that such person is or was a director,  officer,  employee or agent of such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer,  employee or agent of another  corporation or enterprise.  A
corporation  may, in advance of the final  disposition  of any civil,  criminal,
administrative  or investigative  action,  suit or proceeding,  pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending  such action,  provided that the director or officer  undertakes to
repay such amount if it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation.  A corporation may indemnify such
person  against  expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against  the  expenses  (including   attorneys'  fees)  which  he  actually  and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of any other rights to which an



                                       3
<PAGE>

officer or director may be entitled under any corporation's  by-law,  agreement,
vote or otherwise.

     In  accordance  with  Section 145 of the DGCL,  Article 7 of the  Company's
Certificate of Incorporation,  as amended (the  "Certificate") and the Company's
By-Laws (the "By-Laws") provide that the Company shall indemnify each person who
is or was a director,  officer,  employee or agent of the Company (including the
heirs, executors,  administrators or estate of such person) or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, to
the  fullest  extent  permitted  by the  DGCL  or  any  successor  statute.  The
indemnification  provided by the Certificate and the By-Laws shall not be deemed
exclusive of any other rights to which any of those seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
or her  individual  capacity and as to action in another  capacity while holding
such office,  and shall continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and  administrators of such a person.  The Certificate and the By-Laws
provide  that a director of the Company  shall not be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  of a knowing  violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which
the director  derived an improper  personal  benefit.  If the DGCL is amended to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

     The By-Laws  further  provide  that the Company may  purchase  and maintain
insurance on behalf of its directors, officers, employees and agents against any
liabilities asserted against such persons arising out of such capacities.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable




                                       4
<PAGE>


Item 8. EXHIBITS

Exhibit No.                        Description of Exhibits

         5         Opinion of Willkie Farr & Gallagher, counsel to the Company,
                   as to the legality of the shares being registered.

         23.1      Consent of Ernst & Young LLP.

         23.2      Consent of Willkie  Farr & Gallagher  (contained  in Exhibit
                   5).

         24        Power of Attorney (reference is made to the signature page).

Item 9. UNDERTAKINGS

          1. The undersigned registrant hereby undertakes:

          (a) To file,  during any period in which  offers or sales are being  
made, a  post-effective amendment to the 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; and

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

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




                                       5
<PAGE>


     (b) 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.

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

     2. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act, 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.

     3. 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.




                                       6
<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 Memphis, State of Tennessee, on this 7th day of May, 1998.



                            MUELLER INDUSTRIES, INC.


                              
                            By:/s/ Harvey L. Karp
                               ---------------------
                                 Harvey L. Karp
                                 Chairman of the Board
                                 
                              



                                       7
<PAGE>




                                POWER OF ATTORNEY


     Each of the undersigned officers and directors of Mueller Industries,  Inc.
hereby severally  constitutes and appoints Harvey L. Karp and William D. O'Hagan
as the  attorney-in-fact  for the undersigned,  in any and all capacities,  with
full  power  of  substitution,  to  sign  any and  all  pre-  or  post-effective
amendments to this Registration Statement, any subsequent Registration Statement
for the same  offering  which may be filed  pursuant  to Rule  462(b)  under the
Securities  Act of 1933,  as  amended,  and any and all  pre- or  post-effective
amendments  thereto,  and to file the  same  with  exhibits  thereto  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorney-in-fact  full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

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


/s/ Harvey L. Karp            Chairman of the Board and       May 7, 1998
------------------            Director
Harvey L. Karp


/s/ William D. O'Hagan        President, Chief Executive      May 7, 1998
----------------------        Officer and Director 
 William D. O'Hagan           (Principal Executive Officer)


/s/ Earl W. Bunkers           Executive Vice President        May 7, 1998
----------------------        and Chief Financial
Earl W. Bunkers               Officer (Principal
                              Financial Officer and
                              Principal Accounting
                              Officer)



                                       8
<PAGE>





/s/ Robert B. Hodes           Director                      May 7, 1998
-------------------
Robert B. Hodes


/s/ Allan Mactier             Director                      May 7, 1998
-------------------
Allan Mactier


/s/ Robert J. Pasquarelli     Director                      May 7, 1998
-------------------------
Robert J. Pasquarelli




                                       9
<PAGE>






                                INDEX TO EXHIBITS



Exhibit No.                   Description of Exhibit
-----------                   ----------------------

     5          Opinion of Willkie Farr & Gallagher, counsel to the Company, 
                as to the legality of the shares being registered.

     23.1       Consent of Ernst & Young LLP.

     23.2       Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

     24         Power of Attorney (reference is made to the signature page).




                                       10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19631}]
{"company-data": {"conformed-name": "MUELLER INDUSTRIES INC", "cik": "0000089439", "assigned-sic": "3350", "irs-number": "250790410", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52325", "film-number": "98615510"}, "business-address": {"street1": "6799 GREAT OAKS ROAD", "street2": "SUITE 200", "city": "MEMPHIS", "state": "TN", "zip": "38138-2572", "phone": "(901)753-3200"}, "mail-address": {"street1": "6799 GREAT OAKS ROAD", "street2": "P.O. BOX 382100", "city": "MEMPHIS", "state": "TN", "zip": "38138-2100"}, "former-company": {"former-conformed-name": "SHARON STEEL CORP", "date-changed": "19910103"}}
As filed with the Securities and Exchange Commission on May 11, 1998

                                                  Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            Mueller Industries, Inc.
                            ------------------------
               (Exact name of issuer as specified in its charter)

           Delaware                                         25-0790410
-----------------------------                       -----------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                         6799 Great Oaks Road, Suite 200
                            Memphis, Tennessee 38138
                    (Address of Principal Executive Offices)

                 Mueller Industries, Inc. 1998 Stock Option Plan
                 -----------------------------------------------
                            (Full Title of the Plan)

                            William H. Hensley, Esq.
                  Vice President, General Counsel and Secretary
                            Mueller Industries, Inc.
                         6799 Great Oaks Road, Suite 200
                            Memphis, Tennessee 38138
                                 (901) 753-3200
                       ----------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                               Neil Novikoff, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 821-8000

                         CALCULATION OF REGISTRATION FEE
------------------------------ -------------------------- ------------------------ ------------------------- --------------------

Title of Securities to be      Amount to be registered    Proposed maximum         Proposed maximum           Amount of
Registered                     (1)                        offering price per       aggregate offering        registration fee
                                                          share (2)                price (2)
------------------------------ -------------------------- ------------------------ ------------------------- --------------------
Common Stock, par value $.01
per share                      300,000                    $66.15625                $19,846,875                $5,854.83
(1)  This  Registration  Statement  covers the  300,000  shares of Common  Stock
     authorized  to be issued  under the  Mueller  Industries,  Inc.  1998 Stock
     Option Plan.

(2)  Estimated solely for calculating the amount of the registration fee,
     pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
     1933, as amended (the "Securities Act"), based upon the average of the high
     and low prices of the Common Stock as reported by the New York Stock
     Exchange, Inc. on May 7, 1998.

                                       1
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
(the  "Commission")  by Mueller  Industries,  Inc., a Delaware  corporation (the
"Company"), are incorporated by reference into the Registration Statement:

          (a) The Company's annual report on Form 10-K for the fiscal year ended
          December 27, 1997, filed pursuant to the Securities Exchange Act of
          1934, as amended (the "Exchange Act").

          (b) The Company's  quarterly report on Form 10-Q for the quarter ended
          March 28, 1998, filed pursuant to the Exchange Act.

          (c) The description of the Company's Common Stock, par value $0.01 per
          share  (the  "Common  Stock"),  which is  contained  in the  Company's
          Registration Statement on Form 8-A, File No. 1-6770, dated January 22,
          1991,  filed pursuant to the Exchange Act, as amended by the Company's
          Form 8, dated February 12, 1991.

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

Item 4. DESCRIPTION OF SECURITIES

     Inapplicable

                                       2
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the shares of Common Stock  offered  hereby is being passed
upon  for the  Company  by  Willkie  Farr &  Gallagher.  As of the  date of this
Registration Statement,  Robert B. Hodes, a partner of Willkie Farr & Gallagher,
is a non-employee  director of the Company and is the beneficial owner of 21,000
shares of Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware  corporation  to  indemnify  any  person  who was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of such  corporation)  by reason of the
fact that such person is or was a director,  officer,  employee or agent of such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer,  employee or agent of another  corporation or enterprise.  A
corporation  may, in advance of the final  disposition  of any civil,  criminal,
administrative  or investigative  action,  suit or proceeding,  pay the expenses
(including attorneys' fees) incurred by any officer, director, employee or agent
in defending  such action,  provided that the director or officer  undertakes to
repay such amount if it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation.  A corporation may indemnify such
person  against  expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against  the  expenses  (including   attorneys'  fees)  which  he  actually  and
reasonably incurred in connection therewith. The indemnification provided is not
deemed to be exclusive of any other rights to which an

                                       3
officer or director may be entitled under any corporation's  by-law,  agreement,
vote or otherwise.

     In  accordance  with  Section 145 of the DGCL,  Article 7 of the  Company's
Certificate of Incorporation,  as amended (the  "Certificate") and the Company's
By-Laws (the "By-Laws") provide that the Company shall indemnify each person who
is or was a director,  officer,  employee or agent of the Company (including the
heirs, executors,  administrators or estate of such person) or is or was serving
at the  request of the  Company as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture, trust or other enterprise, to
the  fullest  extent  permitted  by the  DGCL  or  any  successor  statute.  The
indemnification  provided by the Certificate and the By-Laws shall not be deemed
exclusive of any other rights to which any of those seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
or her  individual  capacity and as to action in another  capacity while holding
such office,  and shall continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and  administrators of such a person.  The Certificate and the By-Laws
provide  that a director of the Company  shall not be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  of a knowing  violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which
the director  derived an improper  personal  benefit.  If the DGCL is amended to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of directors, then the liability of a director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL as so amended.

     The By-Laws  further  provide  that the Company may  purchase  and maintain
insurance on behalf of its directors, officers, employees and agents against any
liabilities asserted against such persons arising out of such capacities.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable

                                       4
Item 8. EXHIBITS

Exhibit No.                        Description of Exhibits

         5         Opinion of Willkie Farr & Gallagher, counsel to the Company,
                   as to the legality of the shares being registered.

         23.1      Consent of Ernst & Young LLP.

         23.2      Consent of Willkie  Farr & Gallagher  (contained  in Exhibit
                   5).

         24        Power of Attorney (reference is made to the signature page).

Item 9. UNDERTAKINGS

          1. The undersigned registrant hereby undertakes:

          (a) To file,  during any period in which  offers or sales are being  
made, a  post-effective amendment to the 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; and

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

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

                                       5
(b) 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.

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

     2. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining any liability under the Securities Act, 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.

     3. 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.

                                       6
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 Memphis, State of Tennessee, on this 7th day of May, 1998.

                            MUELLER INDUSTRIES, INC.

                              
                            By:/s/ Harvey L. Karp
                               ---------------------
                                 Harvey L. Karp
                                 Chairman of the Board
                                 
                              

                                       7
POWER OF ATTORNEY

     Each of the undersigned officers and directors of Mueller Industries,  Inc.
hereby severally  constitutes and appoints Harvey L. Karp and William D. O'Hagan
as the  attorney-in-fact  for the undersigned,  in any and all capacities,  with
full  power  of  substitution,  to  sign  any and  all  pre-  or  post-effective
amendments to this Registration Statement, any subsequent Registration Statement
for the same  offering  which may be filed  pursuant  to Rule  462(b)  under the
Securities  Act of 1933,  as  amended,  and any and all  pre- or  post-effective
amendments  thereto,  and to file the  same  with  exhibits  thereto  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorney-in-fact  full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

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

/s/ Harvey L. Karp            Chairman of the Board and       May 7, 1998
------------------            Director
Harvey L. Karp

/s/ William D. O'Hagan        President, Chief Executive      May 7, 1998
----------------------        Officer and Director 
 William D. O'Hagan           (Principal Executive Officer)

/s/ Earl W. Bunkers           Executive Vice President        May 7, 1998
----------------------        and Chief Financial
Earl W. Bunkers               Officer (Principal
                              Financial Officer and
                              Principal Accounting
                              Officer)

                                       8
/s/ Robert B. Hodes           Director                      May 7, 1998
-------------------
Robert B. Hodes

/s/ Allan Mactier             Director                      May 7, 1998
-------------------
Allan Mactier

/s/ Robert J. Pasquarelli     Director                      May 7, 1998
-------------------------
Robert J. Pasquarelli

                                       9
INDEX TO EXHIBITS

Exhibit No.                   Description of Exhibit
-----------                   ----------------------

     5          Opinion of Willkie Farr & Gallagher, counsel to the Company, 
                as to the legality of the shares being registered.

     23.1       Consent of Ernst & Young LLP.

     23.2       Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

     24         Power of Attorney (reference is made to the signature page).

                                       10