As filed with the Securities and Exchange Commission on October 3, 1997.
                                                 Registration No. 333-




                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                  __________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933



                                 __________
                    
                           MELAMINE CHEMICALS, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                             64-0475913
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)
                                  
                            39041 Highway 18 West
                       Donaldsonville, Louisiana 70346
                      (Address, including zip code, of
                  registrant's principal executive offices)

           Melamine Chemicals, Inc. 1996 Long-Term Incentive Plan
                            (Full title of the plan)

                                __________
        
                            Frederic R. Huber
                  President and Chief Executive Officer
                          39041 Highway 18 West
                     Donaldsonville, Louisiana 70346
                              (504) 473-3121
         (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                 Copy to:

                            Margaret F. Murphy
         Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                          201 St. Charles Avenue
                     New Orleans, Louisiana 70170-5100
    
<TABLE>                       
<CAPTION>
                       CALCULATION OF REGISTRATION FEE
========================================================================================
<S>                    <C>                <C>               <C>             <C>
                        Amount            Proposed maximum     Proposed       Amount of
Title of securities     to be              offering price      maximum      registration
to be registered        registered(1)         per unit        aggregate          fee
                                                           offering price
----------------------------------------------------------------------------------------
Common Stock
($.01 par value per     
share)..............    95,000 shares      $13.875(2)       $1,318,125(2)   $  399.44(2)
                         7,453 shares      $ 7.125(2)           53,103(2)       16.10(2)
                         247,547 shares    $15.9375(3)      $3,945,280(3)   $1,195.54(3) 
                       ----------------                     -------------  -------------
Total Common Stock..     350,000 shares                     $ 5,316,508     $1,611.08
========================================================================================
(1)  Upon a stock split, stock dividend or similar transaction in the future
     and  during  the effectiveness of this Registration Statement involving
     Common Stock of  the  Company, the number of shares registered shall be
     automatically increased  to  cover  the additional shares in accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance with Rule 457(h)(1)  under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.
(3)  Estimated solely for the purpose of calculating  the  registration  fee
     pursuant  to Rule 457(c) under the Securities Act of 1933, based on the
     average of  the high and low price per share of the Common Stock on The
     Nasdaq Stock Market on September 26, 1997.


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents,  which have been filed by Melamine Chemicals,
Inc.  (the  "Company")  with the Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997 filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "1934 Act");

     (b)  All  other reports  filed  by  the  Company  with  the  Commission
pursuant to Section 13 of the 1934 Act since June 30, 1997; and

     (c)  The description  of  the  Company's  Common  Stock included in the
Company's  Registration  Statement on Form 8-A (File No. 0-16032)  effective
August  5,  1987,  by  incorporation   by   reference   from  the  Company's
Registration Statement on Form S-1 (Registration No. 33-15181).

     All  documents  filed  by the Company with the Commission  pursuant  to
Sections 13(a), 13(c), 14 and  15(d)  of the 1934 Act subsequent to the date
of this Registration Statement and prior  to  the filing of a post-effective
amendment that indicates that all securities offered  have been sold or that
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule  promulgated  by  the
Commission,  be  deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

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 10 of  the  Company's  Restated  Certificate  of  Incorporation
provides as follows:

          No director shall be personally liable to the Company  or its
     stockholders for monetary damages for any breach of fiduciary duty
     by  such  director  as  a  director,  except (i) for breach of the
     director's duty of loyalty to the Corporation or its stockholders,
     (ii)  for  acts or omissions not in good  faith  or  that  involve
     intentional  misconduct  or  a  knowing  violation  of  law, (iii)
     pursuant  to Section 174 of the Delaware General Corporation  Law,
     or (iv) for  any  transaction  from  which the director derived an
     improper personal benefit.  Any repeal  or  modification  of  this
     Article  TENTH  shall not adversely affect any right or protection
     of a director of  the  Corporation  existing  at  the time of such
     modification or repeal.

     Section  102(b)(7)  of the Delaware General Corporation  Law  allows  a
provision such as Article  10  of  the  Certificate  of  Incorporation to be
included in a corporation's certificate of incorporation.  Section 102(b)(7)
also  provides  that  such  a  provision  shall not eliminate or  limit  the
liability of a director for any act or omission  occurring prior to the date
that such provision became effective.

     Section 145 of the Delaware General Corporation  Law  provides  in part
that a corporation may indemnify any director, officer, employee or agent of
the  corporation  against  expenses  (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with any action, suit or  proceeding  to  which he is or was a
party or is threatened to be made a party (including any action by or in the
right  of the corporation) if he acted in good faith and in  the  manner  he
reasonably  believed  to  be  in or not opposed to the best interests of the
corporation,  and,  with respect  to  any  criminal  conduct  was  unlawful;
provided that in case  of actions by or in the right of the corporation, the
indemnity shall be limited  to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action 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 except
that  no  indemnification shall be available if such person shall have  been
adjudged to  be liable to the corporation unless and only to the extent that
the  court shall  determine  otherwise.   It  must  be  shown  in  any  such
indemnification  that  the  applicable standard of conduct has been met.  To
the extent that a director, officer  or  employee  or agent of a corporation
has  been  successful  on  the merits or otherwise in defense  of  any  such
action, suit or proceeding, or of any claim therein, he shall be indemnified
against  expenses  (including   attorneys'  fees)  actually  and  reasonably
incurred by him in connection therewith.

     Section 145 also provides that  expenses  incurred  by  an  officer  or
director in defending a civil or criminal action, suit or proceeding, may be
paid  by  the Corporation in advance of the final disposition of such action
upon receipt  of  an  undertaking  by such director or officer to repay such
amount  if  it is ultimately determined  that  he  is  not  entitled  to  be
indemnified by the corporation.

     The  indemnification  and  advancement  of  expenses  provided  by  the
Delaware corporation  law are not exclusive of any other rights which may be
granted under any by-law,  agreement,  vote of stockholders or disinterested
directors  or  otherwise.   A corporation has  the  power  to  purchase  and
maintain insurance on behalf  of  any  persons  who is or was acting for the
corporation, regardless of whether the corporation  has  the legal authority
to indemnify the insured person against such liability.

     Article  VII  of the By-laws of the Company provides that  the  Company
shall indemnify and  hold  harmless  each  former  and  present director and
officer  of  the  Company  from and against any and all expenses  and  costs
(including attorneys' fees)  judgments, punitive or exemplary damages, fines
and amounts paid in settlement  by  reason  of his position as a director or
officer of the Company if such person is successful  in  his  defense of his
claim  on  the  merits  or  if  it is determined that such person reasonably
believed that his actions were in  or  not  opposed to the best interests of
the  Company  or,  in  the  case of a criminal claim,  such  person  had  no
reasonable cause to believe his  conduct  was  unlawful;  provided  that  no
person  shall be indemnified with respect to conduct which has been adjudged
by a court  in  a  final  judgment  to  involve  (i) a breach of the duty of
loyalty  to  the  Company or its shareholders, (ii) bad  faith,  intentional
misconduct or a knowing violation of law, (iii) an improper personal benefit
to the person seeking  indemnification or (iv) a violation of Section 174 of
the Delaware General Corporation Law, unless the court determined otherwise.

     The By-laws also authorize  the advancement of reasonable expenses to a
party claiming indemnification upon  receipt  of  an  undertaking  from that
party  to repay such amount if it is ultimately determined that such  person
is not entitled to be indemnified under the circumstances.

     The By-laws also contain provisions designed to protect indemnification
rights in the case of consolidations, mergers or sales of assets.

     The Company has entered into Indemnity Agreements with its officers and
directors  providing  for  the maintenance of officer and director liability
insurance, if available on reasonable  terms.   In  addition, if the Company
does  not  purchase  and maintain the required insurance,  the  Company  has
agreed in the Indemnity  Agreements  to indemnify the officers and directors
to the full extent of the agreed upon coverage.  The Company has also agreed
in the Indemnity Agreements to indemnify  its officers and directors for all
expenses in excess of the agreed upon  insurance  coverage on the same terms
as are provided in the By-laws.

     The  Registrant  has  purchased  two policies of director  and  officer
liability  insurance  covering  certain liabilities,  including  liabilities
under the Securities Act of 1933.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    Opinion of Jones, Walker,  Waechter, Poitevent, Carrere & Denegre,
          L.L.P.

     23.1 Consent of KPMG Peat Marwick LLP

     23.2 Consent of Jones, Walker, Waechter,  Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

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  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.

          (2)  That, for the purpose of determining any  liability under the
Securities Act of 1933, each such post-effective amendment  shall  be deemed
to  be  a  new  registration  statement  relating  to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

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

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


                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Donaldsonville, State of Louisiana, on September 30,
1997.

                                      MELAMINE CHEMICALS, INC.


                                      By: /s/ Frederic R. Huber
                                         ------------------------------
                                          Frederic R. Huber
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints  James W. Crook, Frederic R. Huber,
and Wayne D. DeLeo, and each of them acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite  and  necessary  to  be done, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming  all  that  said attorney-in-fact and agent 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, as amended, 
this Registration Statement has been signed by  the  following persons in the  
capacities  and  on  the  dates indicated.

        Signature                          Title                    Date
        ---------                          -----                    -----
/s/ James W. Crook                 Director and Chairman     September 30, 1997
---------------------------           of the Board
James W. Crook                                                

/s/ David J. D'Antoni                    Director            September 30, 1997
---------------------------
David J. D'Antoni                                               

/s/ Charles M. McAuley                   Director            September 30, 1997
---------------------------                             
Charles M. McAuley                                                  

/s/ Scotty B. Patrick                    Director            September 30, 1997
---------------------------
Scotty B. Patrick                                                   

/s/ Nilon H. Prater                      Director            September 30, 1997
---------------------------
Nilon H. Prater                                                      

/s/ Daniel D. Reneau                     Director            September 30, 1997
---------------------------
Daniel D. Reneau                                                     

/s/ R. Michael Summerford                Director            September 30, 1997
---------------------------
R. Michael Summerford                                             

/s/ Frederic R. Huber            President, Chief Executive  September 30, 1997
---------------------------           Officer and Director              
Frederic R. Huber              (Principal Executive Officer)

/s/ Wayne D. DeLeo                   Vice President and      September 30, 1997
---------------------------       Chief Financial Officer             
Wayne D. DeLeo               (Principal Financial Officer and
                              Principal Accounting Officer)





</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19531}]
{"company-data": {"conformed-name": "MELAMINE CHEMICALS INC", "cik": "0000816955", "assigned-sic": "2810", "irs-number": "640475913", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37127", "film-number": "97690611"}, "business-address": {"street1": "HIGHWAY 18 W", "city": "DONALDSONVILLE", "state": "LA", "zip": "70346", "phone": "5044733121"}}
As filed with the Securities and Exchange Commission on October 3, 1997.
                                                 Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                  __________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933

                                 __________
                    
                           MELAMINE CHEMICALS, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                             64-0475913
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)
                                  
                            39041 Highway 18 West
                       Donaldsonville, Louisiana 70346
                      (Address, including zip code, of
                  registrant's principal executive offices)

           Melamine Chemicals, Inc. 1996 Long-Term Incentive Plan
                            (Full title of the plan)

                                __________
        
                            Frederic R. Huber
                  President and Chief Executive Officer
                          39041 Highway 18 West
                     Donaldsonville, Louisiana 70346
                              (504) 473-3121
         (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                 Copy to:

                            Margaret F. Murphy
         Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                          201 St. Charles Avenue
                     New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
========================================================================================
Amount            Proposed maximum     Proposed       Amount of
Title of securities     to be              offering price      maximum      registration
to be registered        registered(1)         per unit        aggregate          fee
                                                           offering price
----------------------------------------------------------------------------------------
Common Stock
($.01 par value per     
share)..............    95,000 shares      $13.875(2)       $1,318,125(2)   $  399.44(2)
                         7,453 shares      $ 7.125(2)           53,103(2)       16.10(2)
                         247,547 shares    $15.9375(3)      $3,945,280(3)   $1,195.54(3) 
                       ----------------                     -------------  -------------
Total Common Stock..     350,000 shares                     $ 5,316,508     $1,611.08
========================================================================================
(1)  Upon a stock split, stock dividend or similar transaction in the future
     and  during  the effectiveness of this Registration Statement involving
     Common Stock of  the  Company, the number of shares registered shall be
     automatically increased  to  cover  the additional shares in accordance
     with Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance with Rule 457(h)(1)  under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.
(3)  Estimated solely for the purpose of calculating  the  registration  fee
     pursuant  to Rule 457(c) under the Securities Act of 1933, based on the
     average of  the high and low price per share of the Common Stock on The
     Nasdaq Stock Market on September 26, 1997.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following  documents,  which have been filed by Melamine Chemicals,
Inc.  (the  "Company")  with the Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997 filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "1934 Act");

     (b)  All  other reports  filed  by  the  Company  with  the  Commission
pursuant to Section 13 of the 1934 Act since June 30, 1997; and

     (c)  The description  of  the  Company's  Common  Stock included in the
Company's  Registration  Statement on Form 8-A (File No. 0-16032)  effective
August  5,  1987,  by  incorporation   by   reference   from  the  Company's
Registration Statement on Form S-1 (Registration No. 33-15181).

     All  documents  filed  by the Company with the Commission  pursuant  to
Sections 13(a), 13(c), 14 and  15(d)  of the 1934 Act subsequent to the date
of this Registration Statement and prior  to  the filing of a post-effective
amendment that indicates that all securities offered  have been sold or that
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule  promulgated  by  the
Commission,  be  deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

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 10 of  the  Company's  Restated  Certificate  of  Incorporation
provides as follows:

          No director shall be personally liable to the Company  or its
     stockholders for monetary damages for any breach of fiduciary duty
     by  such  director  as  a  director,  except (i) for breach of the
     director's duty of loyalty to the Corporation or its stockholders,
     (ii)  for  acts or omissions not in good  faith  or  that  involve
     intentional  misconduct  or  a  knowing  violation  of  law, (iii)
     pursuant  to Section 174 of the Delaware General Corporation  Law,
     or (iv) for  any  transaction  from  which the director derived an
     improper personal benefit.  Any repeal  or  modification  of  this
     Article  TENTH  shall not adversely affect any right or protection
     of a director of  the  Corporation  existing  at  the time of such
     modification or repeal.

     Section  102(b)(7)  of the Delaware General Corporation  Law  allows  a
provision such as Article  10  of  the  Certificate  of  Incorporation to be
included in a corporation's certificate of incorporation.  Section 102(b)(7)
also  provides  that  such  a  provision  shall not eliminate or  limit  the
liability of a director for any act or omission  occurring prior to the date
that such provision became effective.

     Section 145 of the Delaware General Corporation  Law  provides  in part
that a corporation may indemnify any director, officer, employee or agent of
the  corporation  against  expenses  (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with any action, suit or  proceeding  to  which he is or was a
party or is threatened to be made a party (including any action by or in the
right  of the corporation) if he acted in good faith and in  the  manner  he
reasonably  believed  to  be  in or not opposed to the best interests of the
corporation,  and,  with respect  to  any  criminal  conduct  was  unlawful;
provided that in case  of actions by or in the right of the corporation, the
indemnity shall be limited  to expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action 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 except
that  no  indemnification shall be available if such person shall have  been
adjudged to  be liable to the corporation unless and only to the extent that
the  court shall  determine  otherwise.   It  must  be  shown  in  any  such
indemnification  that  the  applicable standard of conduct has been met.  To
the extent that a director, officer  or  employee  or agent of a corporation
has  been  successful  on  the merits or otherwise in defense  of  any  such
action, suit or proceeding, or of any claim therein, he shall be indemnified
against  expenses  (including   attorneys'  fees)  actually  and  reasonably
incurred by him in connection therewith.

     Section 145 also provides that  expenses  incurred  by  an  officer  or
director in defending a civil or criminal action, suit or proceeding, may be
paid  by  the Corporation in advance of the final disposition of such action
upon receipt  of  an  undertaking  by such director or officer to repay such
amount  if  it is ultimately determined  that  he  is  not  entitled  to  be
indemnified by the corporation.

     The  indemnification  and  advancement  of  expenses  provided  by  the
Delaware corporation  law are not exclusive of any other rights which may be
granted under any by-law,  agreement,  vote of stockholders or disinterested
directors  or  otherwise.   A corporation has  the  power  to  purchase  and
maintain insurance on behalf  of  any  persons  who is or was acting for the
corporation, regardless of whether the corporation  has  the legal authority
to indemnify the insured person against such liability.

     Article  VII  of the By-laws of the Company provides that  the  Company
shall indemnify and  hold  harmless  each  former  and  present director and
officer  of  the  Company  from and against any and all expenses  and  costs
(including attorneys' fees)  judgments, punitive or exemplary damages, fines
and amounts paid in settlement  by  reason  of his position as a director or
officer of the Company if such person is successful  in  his  defense of his
claim  on  the  merits  or  if  it is determined that such person reasonably
believed that his actions were in  or  not  opposed to the best interests of
the  Company  or,  in  the  case of a criminal claim,  such  person  had  no
reasonable cause to believe his  conduct  was  unlawful;  provided  that  no
person  shall be indemnified with respect to conduct which has been adjudged
by a court  in  a  final  judgment  to  involve  (i) a breach of the duty of
loyalty  to  the  Company or its shareholders, (ii) bad  faith,  intentional
misconduct or a knowing violation of law, (iii) an improper personal benefit
to the person seeking  indemnification or (iv) a violation of Section 174 of
the Delaware General Corporation Law, unless the court determined otherwise.

     The By-laws also authorize  the advancement of reasonable expenses to a
party claiming indemnification upon  receipt  of  an  undertaking  from that
party  to repay such amount if it is ultimately determined that such  person
is not entitled to be indemnified under the circumstances.

     The By-laws also contain provisions designed to protect indemnification
rights in the case of consolidations, mergers or sales of assets.

     The Company has entered into Indemnity Agreements with its officers and
directors  providing  for  the maintenance of officer and director liability
insurance, if available on reasonable  terms.   In  addition, if the Company
does  not  purchase  and maintain the required insurance,  the  Company  has
agreed in the Indemnity  Agreements  to indemnify the officers and directors
to the full extent of the agreed upon coverage.  The Company has also agreed
in the Indemnity Agreements to indemnify  its officers and directors for all
expenses in excess of the agreed upon  insurance  coverage on the same terms
as are provided in the By-laws.

     The  Registrant  has  purchased  two policies of director  and  officer
liability  insurance  covering  certain liabilities,  including  liabilities
under the Securities Act of 1933.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    Opinion of Jones, Walker,  Waechter, Poitevent, Carrere & Denegre,
          L.L.P.

     23.1 Consent of KPMG Peat Marwick LLP

     23.2 Consent of Jones, Walker, Waechter,  Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

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  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.

          (2)  That, for the purpose of determining any  liability under the
Securities Act of 1933, each such post-effective amendment  shall  be deemed
to  be  a  new  registration  statement  relating  to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

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

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

                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Donaldsonville, State of Louisiana, on September 30,
1997.

                                      MELAMINE CHEMICALS, INC.

                                      By: /s/ Frederic R. Huber
                                         ------------------------------
                                          Frederic R. Huber
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints  James W. Crook, Frederic R. Huber,
and Wayne D. DeLeo, and each of them acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite  and  necessary  to  be done, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming  all  that  said attorney-in-fact and agent 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, as amended, 
this Registration Statement has been signed by  the  following persons in the  
capacities  and  on  the  dates indicated.

        Signature                          Title                    Date
        ---------                          -----                    -----
/s/ James W. Crook                 Director and Chairman     September 30, 1997
---------------------------           of the Board
James W. Crook                                                

/s/ David J. D'Antoni                    Director            September 30, 1997
---------------------------
David J. D'Antoni                                               

/s/ Charles M. McAuley                   Director            September 30, 1997
---------------------------                             
Charles M. McAuley                                                  

/s/ Scotty B. Patrick                    Director            September 30, 1997
---------------------------
Scotty B. Patrick                                                   

/s/ Nilon H. Prater                      Director            September 30, 1997
---------------------------
Nilon H. Prater                                                      

/s/ Daniel D. Reneau                     Director            September 30, 1997
---------------------------
Daniel D. Reneau                                                     

/s/ R. Michael Summerford                Director            September 30, 1997
---------------------------
R. Michael Summerford                                             

/s/ Frederic R. Huber            President, Chief Executive  September 30, 1997
---------------------------           Officer and Director              
Frederic R. Huber              (Principal Executive Officer)

/s/ Wayne D. DeLeo                   Vice President and      September 30, 1997
---------------------------       Chief Financial Officer             
Wayne D. DeLeo               (Principal Financial Officer and
                              Principal Accounting Officer)