<PAGE>
 
     As filed with the Securities and Exchange Commission on May 16, 1996.

                                                      REGISTRATION NO. 333-     



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


                               VALLEN CORPORATION
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
 
<S>                                            <C>                                        <C>
                     Texas                             13333 Northwest Freeway                    74-1366847
          (State or other jurisdiction)                  Houston, Texas 77040              (I.R.S. Employer
        of incorporation or organization)      (Address of principal executive offices)     Identification No.)
                                                              (Zip Code)
</TABLE>

                          --------------------------
                               VALLEN CORPORATION
                  1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)
                          ---------------------------

                               James W. Thompson
                                   President
                               Vallen Corporation
                            13333 Northwest Freeway
                             Houston, Texas  77040
                    (Name and address of agent for service)

                                 (713) 462-8700
         (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                             Houston, Texas  77002
                                 (713) 225-7100

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
================================================================================================================================== 
TITLE OF                        AMOUNT TO BE        PROPOSED MAXIMUM              PROPOSED MAXIMUM        AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED      REGISTERED   OFFERING PRICE PER SHARE(1)   AGGREGATE OFFERING PRICE(1)            FEE
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>                             <C>           <C>                           <C>                           <C>
Common Stock, par value $.01
  per share                           30,000          $20.00                        $600,000                      $207
================================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c).
<PAGE>
 
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       ITEM 1.  PLAN INFORMATION*

       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

       *    Information required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the 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:

                 (a) The Annual Report of Vallen Corporation (the "Company" or
            the "Registrant") on Form 10-K for the year ended May 31, 1995
            ("1995 Form 10-K") filed on August 22, 1995;

                 (b) All other reports filed pursuant to Section 13(a) or 15(d)
            of the Securities Exchange Act of 1934 (the "Exchange Act") since
            the end of the fiscal year covered by the document referred to in
            (a) above; and

                 (c) The description of the Company's common stock contained in
            the registration statement pursuant to which the Company's shares of
            common stock were registered under Section 12 of the Exchange Act,
            and any amendments or reports filed for the purpose of updating such
            description.

            All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
       post-effective amendment which indicates that all securities offered
       hereby have been sold or which deregisters all securities 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 documents.

       ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

                                       1
<PAGE>
 
       ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

            The legality of the common stock offered hereby is being passed upon
       for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana,
       Suite 1900, Houston, Texas 77002.

            The consolidated financial statements of Vallen Corporation as of
       May 31, 1995 and 1994, and for each of the years in the three-year period
       ended May 31, 1995 have been incorporated by reference herein and in the
       registration statement in reliance upon the report of KPMG Peat Marwick
       LLP, independent certified public accountants, incorporated by reference
       herein, and upon the authority of said firm as experts in accounting and
       auditing.

       ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Company's Restated Articles of Incorporation provide that the
       liability of the directors for monetary damages shall be limited to the
       fullest extent permissible under Texas law.

            Section 7.06 of the Texas Miscellaneous Corporation Laws Act does
       not eliminate or limit the liability of a director for:

                 (1) a breach of the director's duty of loyalty to the
            corporation or its shareholders or members;

                 (2) an act or omission not in good faith that constitutes a
            breach of duty of the director to the corporation or an act or
            omission that involves intentional misconduct or a knowing violation
            of the law;

                 (3) a transaction from which the director received an improper
            benefit, whether or not the benefit resulted from an action taken
            within the scope of the director's office; or

                 (4) an act or omission for which the liability of a director is
            expressly provided by an applicable statute.

            The Company's Bylaws provide that the Company will indemnify its
       officers and directors to the fullest extent possible under Texas law.
       Article 2.02-1 of the Texas Business Corporation Act provides as follows:

            "A.  In this article:

                 (1) "Corporation" includes any domestic or foreign predecessor
            entity of the corporation in a merger, consolidation, or other
            transaction in which the liabilities of the predecessor are
            transferred to the corporation by operation of law and in any other
            transaction in which the corporation assumes the liabilities of the
            predecessor but does not specifically exclude liabilities that are
            the subject matter of this article.

                 (2) "Director" means any person who is or was a director of the
            corporation and any person who, while a director of the corporation,
            is or was serving at the request of the corporation as a director,
            officer, partner, venturer, proprietor, trustee, employee, agent, or

                                       2
<PAGE>
 
            similar functionary of another foreign or domestic corporation,
            partnership, joint venture, sole proprietorship, trust, employee
            benefit plan, or other enterprise.

                 (3) "Expenses" include court costs and attorneys' fees.

                 (4)  "Official capacity" means

                 (a) when used with respect to a director, the office of
            director in the corporation, and

                 (b) when used with respect to a person other than a director,
            the elective or appointive office in the corporation held by the
            officer or the employment or agency relationship undertaken by the
            employee or agent in behalf of the corporation, but

                 (c) in both Paragraphs (a) and (b) does not include service for
            any other foreign or domestic corporation or any partnership, joint
            venture, sole proprietorship, trust, employee benefit plan, or other
            enterprise.

                 (5) "Proceeding" means any threatened, pending, or completed
            action, suit, or proceeding, whether civil, criminal,
            administrative, arbitrative, or investigative, any appeal in such an
            action, suit, or proceeding, and any inquiry or investigation that
            could lead to such an action, suit, or proceeding.

                 B.  A corporation may indemnify a person who was, is, or is
            threatened to be made a named defendant or respondent in a
            proceeding because the person is or was a director only if it is
            determined in accordance with Section F of this article that the
            person:

                 (1) conducted himself in good faith;

                 (2)  reasonably believed:

                 (a) in the case of conduct in his official capacity as a
            director of the corporation, that his conduct was in the
            corporation's best interests; and

                 (b) in all other cases, that his conduct was at least not
            opposed to the corporation's best interests; and

                 (3) in the case of any criminal proceeding, had no reasonable
            cause to believe his conduct was unlawful.

                 C.  Except to the extent permitted by Section E of this
            article, a director may not be indemnified under Section B of this
            article in respect of a proceeding:

                 (1) in which the person is found liable on the basis that
            personal benefit was improperly received by him, whether or not the
            benefit resulted from an action taken in the person's official
            capacity; or

                 (2) in which the person is found liable to the corporation.

                                       3
<PAGE>
 
                 D. The termination of a proceeding by judgment, order,
            settlement, or conviction, or on a plea of nolo contendere or its
            equivalent is not of itself determinative that the person did not
            meet the requirements set forth in Section B of this article. A
            person shall be deemed to have been found liable in respect of any
            claim, issue or matter only after the person shall have been so
            adjudged by a court of competent jurisdiction after exhaustion of
            all appeals therefrom.

                 E.  A person may be indemnified under Section B of this article
            against judgments, penalties (including excise and similar taxes),
            fines, settlements, and reasonable expenses actually incurred by the
            person in connection with the proceeding; but if the person is found
            liable to the corporation or is found liable on the basis that
            personal benefit was improperly received by the person, the
            indemnification (1) is limited to reasonable expenses actually
            incurred by the person in connection with the proceeding and (2)
            shall not be made in respect of any proceeding in which the person
            shall have been found liable for willful or intentional misconduct
            in the performance of his duty to the corporation.

                 F.  A determination of indemnification under Section B of this
            article must be made:

                 (1) by a majority vote of a quorum consisting of directors who
            at the time of the vote are not named defendants or respondents in
            the proceeding;

                 (2) if such a quorum cannot be obtained, by a majority vote of
            a committee of the board of directors, designated to act in the
            matter by a majority vote of all directors, consisting solely of two
            or more directors who at the time of the vote are not named
            defendants or respondents in the proceeding;

                 (3) by special legal counsel selected by the board of directors
            or a committee of the board by vote as set forth in Subsection (1)
            or (2) of this section, or, if such a quorum cannot be obtained and
            such a committee cannot be established, by a majority vote of all
            directors; or

                 (4) by the shareholders in a vote that excludes the shares held
            by directors who are named defendants or respondents in the
            proceeding.

                 G.  Authorization of indemnification and determination as to
            reasonableness of expenses must be made in the same manner as the
            determination that indemnification is permissible, except that if
            the determination that indemnification is permissible is made by
            special legal counsel, authorization of indemnification and
            determination as to reasonableness of expenses must be made in the
            manner specified by Subsection (3) of Section F of this article for
            the selection of special legal counsel.  A provision contained in
            the articles of incorporation, the bylaws, a resolution of
            shareholders or directors, or an agreement that makes mandatory the
            indemnification permitted under Section B of this article shall be
            deemed to constitute authorization of indemnification in the manner
            required by this section even though such provision may not have
            been adopted or authorized in the same manner as the determination
            that indemnification is permissible.

                 H.  A corporation shall indemnify a director against reasonable
            expenses incurred by him in connection with a proceeding in which he
            is a named defendant or respondent because he

                                       4
<PAGE>
 
            is or was a director if he has been wholly successful, on the merits
            or otherwise, in the defense of the proceeding.

                 I.  If, in a suit for the indemnification required by Section H
            of this article, a court of competent jurisdiction determines that
            the director is entitled to indemnification under that section, the
            court shall order indemnification and shall award to the director
            the expenses incurred in securing the indemnification.

                 J.  If, upon application of a director, a court of competent
            jurisdiction determines, after giving any notice the court considers
            necessary, that the director is fairly and reasonably entitled to
            indemnification in view of all the relevant circumstances, whether
            or not he has met the requirements set forth in Section B of this
            article or has been found liable in the circumstances described by
            Section C of this article, the court may order the indemnification
            that the court determines is proper and equitable; but if the person
            is found liable to the corporation or is found liable on the basis
            that personal benefit was improperly received by the person, the
            indemnification shall be limited to reasonable expenses actually
            incurred by the person in connection with the proceeding.

                 K.  Reasonable expenses incurred by a director who was, is, or
            is threatened to be made a named defendant or respondent in a
            proceeding may be paid or reimbursed by the corporation, in advance
            of the final disposition of the proceeding and without the
            determination specified in Section F of this article or the
            authorization or determination specified in Section G of this
            article, after the corporation receives a written affirmation by the
            director of his good faith belief that he has met the standard of
            conduct necessary for indemnification under this article and a
            written undertaking by or on behalf of the director to repay the
            amount paid or reimbursed if it is ultimately determined that he has
            not met that standard or if it is ultimately determined that
            indemnification of the director against expenses incurred by him in
            connection with that proceeding is prohibited by Section E of this
            article.  A provision contained in the articles of incorporation,
            the bylaws, a resolution of shareholders or directors, or an
            agreement that makes mandatory the payment or reimbursement
            permitted under this section shall be deemed to constitute
            authorization of that payment or reimbursement.

                 L.  The written undertaking required by Section K of this
            article must be an unlimited general obligation of the director but
            need not be secured.  It may be accepted without reference to
            financial ability to make repayment.

                 M.  A provision for a corporation to indemnify or to advance
            expenses to a director who was, is, or is threatened to be made a
            named defendant or respondent in a proceeding, whether contained in
            the articles of incorporation, the bylaws, a resolution of
            shareholders or directors, an agreement, or otherwise, except in
            accordance with Section R of this article, is valid only to the
            extent it is consistent with this article as limited by the articles
            of incorporation, if such a limitation exists.

                 N.  Notwithstanding any other provision of this article, a
            corporation may pay or reimburse expenses incurred by a director in
            connection with his appearance as a witness or other participation
            in a proceeding at a time when he is not a named defendant or
            respondent in the proceeding.

                                       5
<PAGE>
 
                 O. An officer of the corporation shall be indemnified as, and
            to the same extent, provided by Sections H, I, and J of this article
            for a director and is entitled to seek indemnification under those
            sections to the same extent as a director. A corporation may
            indemnify and advance expenses to an officer, employee, or agent of
            the corporation to the same extent that it may indemnify and advance
            expenses to directors under this article.

                 P.  A corporation may indemnify and advance expenses to persons
            who are not or were not officers, employees, or agents of the
            corporation but who are or were serving at the request of the
            corporation as a director, officer, partner, venturer, proprietor,
            trustee, employee, agent, or similar functionary of another foreign
            or domestic corporation, partnership, joint venture, sole
            proprietorship, trust, employee benefit plan, or other enterprise to
            the same extent that it may indemnify and advance expenses to
            directors under this article.

                 Q.  A corporation may indemnify and advance expenses to an
            officer, employee, agent, or person identified in Section P of this
            article and who is not a director to such further extent, consistent
            with law, as may be provided by its articles of incorporation,
            bylaws, general or specific action of its board of directors, or
            contract or as permitted or required by common law.

                 R.  A corporation may purchase and maintain insurance or
            another arrangement on behalf of any person who is or was a
            director, officer, employee, or agent of the corporation or who is
            or was serving at the request of the corporation as a director,
            officer, partner, venturer, proprietor, trustee, employee, agent, or
            similar functionary of another foreign or domestic corporation,
            partnership, joint venture, sole proprietorship, trust, employee
            benefit plan, or other enterprise, against any liability asserted
            against him and incurred by him in such a capacity or arising out of
            his status as such a person, whether or not the corporation would
            have the power to indemnify him against that liability under this
            article.  If the insurance or other arrangement is with a person or
            entity that is not regularly engaged in the business of providing
            insurance coverage, the insurance or arrangement may provide for
            payment of a liability with respect to which the corporation would
            not have the power to indemnify the person only if including
            coverage for the additional liability has been approved by the
            shareholders of the corporation.  Without limiting the power of the
            corporation to procure or maintain any kind of insurance or other
            arrangement, a corporation may, for the benefit of persons
            indemnified by the corporation, (1) create a trust fund; (2)
            establish any form of self-insurance; (3) secure its indemnity
            obligation by grant of a security interest or other lien on the
            assets of the corporation; or (4) establish a letter of credit,
            guaranty, or surety arrangement.  The insurance or other arrangement
            may be procured, maintained, or established within the corporation
            or with any insurer or other person deemed appropriate by the board
            of directors regardless of whether all or part of the stock or other
            securities of the insurer or other person are owned in whole or part
            by the corporation.  In the absence of fraud, the judgment of the
            board of directors as to the terms and conditions of the insurance
            or other arrangement and the identity of the insurer or other person
            participating in an arrangement shall be conclusive and the
            insurance or arrangement shall not be voidable and shall not subject
            the directors approving the insurance or arrangement to liability,
            on any ground, regardless of whether directors participating in the
            approval are beneficiaries of the insurance or arrangement.

                                       6
<PAGE>
 
                 S. Any indemnification of or advance of expenses to a director
            in accordance with this article shall be reported in writing to the
            shareholders with or before the notice or waiver of notice of the
            next shareholders' meeting or with or before the next submission to
            shareholders of a consent to action without a meeting pursuant to
            Section A, Article 9.10, of this Act and, in any case, within the
            12-month period immediately following the date of the
            indemnification or advance.

                 T.  For purposes of this article, the corporation is deemed to
            have requested a director to serve an employee benefit plan whenever
            the performance by him of his duties to the corporation also imposes
            duties on or otherwise involves services by him to the plan or
            participants or beneficiaries of the plan.  Excise taxes assessed on
            a director with respect to an employee benefit plan pursuant to
            applicable law are deemed fines.  Action taken or omitted by him
            with respect to an employee benefit plan in the performance of his
            duties for a purpose reasonably believed by him to be in the
            interest of the participants and beneficiaries of the plan is deemed
            to be for a purpose which is not opposed to the best interests of
            the corporation.

                 U.  The articles of incorporation of a corporation may restrict
            the circumstances under which the corporation is required or
            permitted to indemnify a person under Section H, I, J, O, P, or Q of
            this article."

            The Company maintains directors' and officers' liability insurance.

            Insofar as the indemnification for liabilities arising under the
       Securities Act of 1933 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
       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 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.

       ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

       ITEM 8.  EXHIBITS

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

       ITEM 9.  UNDERTAKINGS

            The undersigned Registrant hereby undertakes:

                                       7
<PAGE>
 
                 (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 of 1933, unless the information required
                 to be included in a post-effective amendment is contained in a
                 periodic report filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Securities Exchange Act of 1934 which
                 is incorporated by reference in this Registration Statement;

                      (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, unless the information required to be included in a
                 post-effective amendment is contained in a periodic report
                 filed by the Registrant pursuant to Section 13 or Section 15(d)
                 of the Securities Exchange Act of 1934 which is incorporated by
                 reference in this 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.

                 (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.

            The undersigned Registrant hereby undertakes that, for the purpose
       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 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.

                 See Item 6, "Indemnification of Directors and Officers," for
       the undertaking pursuant to Item 512(h) of Regulation S-K.

                                       8
<PAGE>
 
                                   SIGNATURES

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
       REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
       MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED
       THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
       UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF
       TEXAS, ON MAY 16, 1996.

                                      VALLEN CORPORATION


                                      By:/s/ James W. Thompson
                                         ---------------------
                                           James W. Thompson
                                           President and C.E.O.


                               POWER OF ATTORNEY

            Each of the undersigned directors and officers of Vallen Corporation
       does hereby constitute and appoint James W. Thompson and Leighton
       Stephenson, or either of them, as the undersigned's true and lawful
       attorneys-in-fact and agents to do any and all acts and things in the
       undersigned's name and behalf in the undersigned's capacities as director
       and/or officer, and to execute any and all instruments for the
       undersigned and in the undersigned's name in the capacities indicated
       below which such person or persons may deem necessary or advisable to
       enable Vallen Corporation to comply with the Securities Act of 1933, as
       amended, and any rules, regulations and requirements of the Securities
       and Exchange Commission in connection with this Registration Statement,
       including specifically, but not limited to, power and authority to sign
       for the undersigned in the capacities indicated below any and all
       amendments (including post-effective amendments) hereto, and the
       undersigned does hereby ratify and confirm all that such person or
       persons shall do or cause to be done by virtue hereof.

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
       REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
       CAPACITIES AND ON THE DATES INDICATED.

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



       /s/ James W. Thompson        President and C.E.O., Director  May 16, 1996
       ---------------------        (Principal Executive Officer)
       James W. Thompson            



       /s/ Leighton J. Stephenson   Vice President-Finance,         May 16, 1996
       --------------------------   Secretary and Treasurer
       Leighton J. Stephenson       (Principal Financial and                  
                                    Accounting Officer)
       

       /s/ Leonard J. Bruce         Chairman of the                 May 16, 1996
       --------------------         Board, Director                            
       Leonard J. Bruce        


                                       9

<PAGE>
 
       /s/ Darvin M. Winick       Director                      May 16, 1996
       --------------------                             
       Darvin M. Winick



       /s/ Kirby Attwell          Director                      May 16, 1996
       -----------------                                      
       Kirby Attwell


                                      10

<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
 
 
                                                                        Sequential
                                                                           Page
Exhibit No.                         Description                          Number*
- -----------  ---------------------------------------------------------  ----------
<C>          <S>                                                        <C>
        4.1  Restated Certificate of Incorporation of the Company -
             incorporated by reference to exhibit 3a to the
             Company's Form 10-K for the fiscal year ended May
             31, 1990, as filed with the SEC.
        4.2  By-laws of the Company, as amended through June 23,
             1994 - incorporated by reference to exhibit 3ii to the
             Company's Form 10-Q for the quarter ended November
             30, 1990, as filed with the SEC.
        4.3  1993 Non-Employee Director Stock Option Plan -
             incorporated by reference to Appendix A to the
             Company's 1993 Proxy Statement.
        4.4  First Amendment to 1993 Non-Employee Director Stock
             Option Plan - incorporated by reference to Annex B to
             the Company's 1995 Proxy Statement.
          5  Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
       23.1  Consent of KPMG Peat Marwick LLP
       23.2  Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
             (included in Exhibit 5).
         24  Powers of Attorney (included on signature page of this
             Registration Statement).
</TABLE>
       ____________________

       *  This information appears only in the manually signed original.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 36084}]
{"company-data": {"conformed-name": "VALLEN CORP", "cik": "0000312907", "assigned-sic": "5047", "irs-number": "741366847", "state-of-incorporation": "TX", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03915", "film-number": "96568929"}, "business-address": {"street1": "1333 NORTHWEST FREEWAY", "city": "HOUSTON", "state": "TX", "zip": "77040", "phone": "7134628700"}, "mail-address": {"street1": "PO BOX 3587", "city": "HOUSTON", "state": "TX", "zip": "72253-3587"}}
As filed with the Securities and Exchange Commission on May 16, 1996.

                                                      REGISTRATION NO. 333-     

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                               VALLEN CORPORATION
             (Exact name of Registrant as specified in its charter)
Texas                             13333 Northwest Freeway                    74-1366847
          (State or other jurisdiction)                  Houston, Texas 77040              (I.R.S. Employer
        of incorporation or organization)      (Address of principal executive offices)     Identification No.)
                                                              (Zip Code)
--------------------------
                               VALLEN CORPORATION
                  1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)
                          ---------------------------

                               James W. Thompson
                                   President
                               Vallen Corporation
                            13333 Northwest Freeway
                             Houston, Texas  77040
                    (Name and address of agent for service)

                                 (713) 462-8700
         (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              John B. Clutterbuck
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                             Houston, Texas  77002
                                 (713) 225-7100

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

                        CALCULATION OF REGISTRATION FEE
================================================================================================================================== 
TITLE OF                        AMOUNT TO BE        PROPOSED MAXIMUM              PROPOSED MAXIMUM        AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED      REGISTERED   OFFERING PRICE PER SHARE(1)   AGGREGATE OFFERING PRICE(1)            FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
  per share                           30,000          $20.00                        $600,000                      $207
================================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       ITEM 1.  PLAN INFORMATION*

       ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

       *    Information required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the 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:

                 (a) The Annual Report of Vallen Corporation (the "Company" or
            the "Registrant") on Form 10-K for the year ended May 31, 1995
            ("1995 Form 10-K") filed on August 22, 1995;

                 (b) All other reports filed pursuant to Section 13(a) or 15(d)
            of the Securities Exchange Act of 1934 (the "Exchange Act") since
            the end of the fiscal year covered by the document referred to in
            (a) above; and

                 (c) The description of the Company's common stock contained in
            the registration statement pursuant to which the Company's shares of
            common stock were registered under Section 12 of the Exchange Act,
            and any amendments or reports filed for the purpose of updating such
            description.

            All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
       post-effective amendment which indicates that all securities offered
       hereby have been sold or which deregisters all securities 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 documents.

       ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.

                                       1
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

            The legality of the common stock offered hereby is being passed upon
       for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana,
       Suite 1900, Houston, Texas 77002.

            The consolidated financial statements of Vallen Corporation as of
       May 31, 1995 and 1994, and for each of the years in the three-year period
       ended May 31, 1995 have been incorporated by reference herein and in the
       registration statement in reliance upon the report of KPMG Peat Marwick
       LLP, independent certified public accountants, incorporated by reference
       herein, and upon the authority of said firm as experts in accounting and
       auditing.

       ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            The Company's Restated Articles of Incorporation provide that the
       liability of the directors for monetary damages shall be limited to the
       fullest extent permissible under Texas law.

            Section 7.06 of the Texas Miscellaneous Corporation Laws Act does
       not eliminate or limit the liability of a director for:

                 (1) a breach of the director's duty of loyalty to the
            corporation or its shareholders or members;

                 (2) an act or omission not in good faith that constitutes a
            breach of duty of the director to the corporation or an act or
            omission that involves intentional misconduct or a knowing violation
            of the law;

                 (3) a transaction from which the director received an improper
            benefit, whether or not the benefit resulted from an action taken
            within the scope of the director's office; or

                 (4) an act or omission for which the liability of a director is
            expressly provided by an applicable statute.

            The Company's Bylaws provide that the Company will indemnify its
       officers and directors to the fullest extent possible under Texas law.
       Article 2.02-1 of the Texas Business Corporation Act provides as follows:

            "A.  In this article:

                 (1) "Corporation" includes any domestic or foreign predecessor
            entity of the corporation in a merger, consolidation, or other
            transaction in which the liabilities of the predecessor are
            transferred to the corporation by operation of law and in any other
            transaction in which the corporation assumes the liabilities of the
            predecessor but does not specifically exclude liabilities that are
            the subject matter of this article.

                 (2) "Director" means any person who is or was a director of the
            corporation and any person who, while a director of the corporation,
            is or was serving at the request of the corporation as a director,
            officer, partner, venturer, proprietor, trustee, employee, agent, or

                                       2
similar functionary of another foreign or domestic corporation,
            partnership, joint venture, sole proprietorship, trust, employee
            benefit plan, or other enterprise.

                 (3) "Expenses" include court costs and attorneys' fees.

                 (4)  "Official capacity" means

                 (a) when used with respect to a director, the office of
            director in the corporation, and

                 (b) when used with respect to a person other than a director,
            the elective or appointive office in the corporation held by the
            officer or the employment or agency relationship undertaken by the
            employee or agent in behalf of the corporation, but

                 (c) in both Paragraphs (a) and (b) does not include service for
            any other foreign or domestic corporation or any partnership, joint
            venture, sole proprietorship, trust, employee benefit plan, or other
            enterprise.

                 (5) "Proceeding" means any threatened, pending, or completed
            action, suit, or proceeding, whether civil, criminal,
            administrative, arbitrative, or investigative, any appeal in such an
            action, suit, or proceeding, and any inquiry or investigation that
            could lead to such an action, suit, or proceeding.

                 B.  A corporation may indemnify a person who was, is, or is
            threatened to be made a named defendant or respondent in a
            proceeding because the person is or was a director only if it is
            determined in accordance with Section F of this article that the
            person:

                 (1) conducted himself in good faith;

                 (2)  reasonably believed:

                 (a) in the case of conduct in his official capacity as a
            director of the corporation, that his conduct was in the
            corporation's best interests; and

                 (b) in all other cases, that his conduct was at least not
            opposed to the corporation's best interests; and

                 (3) in the case of any criminal proceeding, had no reasonable
            cause to believe his conduct was unlawful.

                 C.  Except to the extent permitted by Section E of this
            article, a director may not be indemnified under Section B of this
            article in respect of a proceeding:

                 (1) in which the person is found liable on the basis that
            personal benefit was improperly received by him, whether or not the
            benefit resulted from an action taken in the person's official
            capacity; or

                 (2) in which the person is found liable to the corporation.

                                       3
D. The termination of a proceeding by judgment, order,
            settlement, or conviction, or on a plea of nolo contendere or its
            equivalent is not of itself determinative that the person did not
            meet the requirements set forth in Section B of this article. A
            person shall be deemed to have been found liable in respect of any
            claim, issue or matter only after the person shall have been so
            adjudged by a court of competent jurisdiction after exhaustion of
            all appeals therefrom.

                 E.  A person may be indemnified under Section B of this article
            against judgments, penalties (including excise and similar taxes),
            fines, settlements, and reasonable expenses actually incurred by the
            person in connection with the proceeding; but if the person is found
            liable to the corporation or is found liable on the basis that
            personal benefit was improperly received by the person, the
            indemnification (1) is limited to reasonable expenses actually
            incurred by the person in connection with the proceeding and (2)
            shall not be made in respect of any proceeding in which the person
            shall have been found liable for willful or intentional misconduct
            in the performance of his duty to the corporation.

                 F.  A determination of indemnification under Section B of this
            article must be made:

                 (1) by a majority vote of a quorum consisting of directors who
            at the time of the vote are not named defendants or respondents in
            the proceeding;

                 (2) if such a quorum cannot be obtained, by a majority vote of
            a committee of the board of directors, designated to act in the
            matter by a majority vote of all directors, consisting solely of two
            or more directors who at the time of the vote are not named
            defendants or respondents in the proceeding;

                 (3) by special legal counsel selected by the board of directors
            or a committee of the board by vote as set forth in Subsection (1)
            or (2) of this section, or, if such a quorum cannot be obtained and
            such a committee cannot be established, by a majority vote of all
            directors; or

                 (4) by the shareholders in a vote that excludes the shares held
            by directors who are named defendants or respondents in the
            proceeding.

                 G.  Authorization of indemnification and determination as to
            reasonableness of expenses must be made in the same manner as the
            determination that indemnification is permissible, except that if
            the determination that indemnification is permissible is made by
            special legal counsel, authorization of indemnification and
            determination as to reasonableness of expenses must be made in the
            manner specified by Subsection (3) of Section F of this article for
            the selection of special legal counsel.  A provision contained in
            the articles of incorporation, the bylaws, a resolution of
            shareholders or directors, or an agreement that makes mandatory the
            indemnification permitted under Section B of this article shall be
            deemed to constitute authorization of indemnification in the manner
            required by this section even though such provision may not have
            been adopted or authorized in the same manner as the determination
            that indemnification is permissible.

                 H.  A corporation shall indemnify a director against reasonable
            expenses incurred by him in connection with a proceeding in which he
            is a named defendant or respondent because he

                                       4
is or was a director if he has been wholly successful, on the merits
            or otherwise, in the defense of the proceeding.

                 I.  If, in a suit for the indemnification required by Section H
            of this article, a court of competent jurisdiction determines that
            the director is entitled to indemnification under that section, the
            court shall order indemnification and shall award to the director
            the expenses incurred in securing the indemnification.

                 J.  If, upon application of a director, a court of competent
            jurisdiction determines, after giving any notice the court considers
            necessary, that the director is fairly and reasonably entitled to
            indemnification in view of all the relevant circumstances, whether
            or not he has met the requirements set forth in Section B of this
            article or has been found liable in the circumstances described by
            Section C of this article, the court may order the indemnification
            that the court determines is proper and equitable; but if the person
            is found liable to the corporation or is found liable on the basis
            that personal benefit was improperly received by the person, the
            indemnification shall be limited to reasonable expenses actually
            incurred by the person in connection with the proceeding.

                 K.  Reasonable expenses incurred by a director who was, is, or
            is threatened to be made a named defendant or respondent in a
            proceeding may be paid or reimbursed by the corporation, in advance
            of the final disposition of the proceeding and without the
            determination specified in Section F of this article or the
            authorization or determination specified in Section G of this
            article, after the corporation receives a written affirmation by the
            director of his good faith belief that he has met the standard of
            conduct necessary for indemnification under this article and a
            written undertaking by or on behalf of the director to repay the
            amount paid or reimbursed if it is ultimately determined that he has
            not met that standard or if it is ultimately determined that
            indemnification of the director against expenses incurred by him in
            connection with that proceeding is prohibited by Section E of this
            article.  A provision contained in the articles of incorporation,
            the bylaws, a resolution of shareholders or directors, or an
            agreement that makes mandatory the payment or reimbursement
            permitted under this section shall be deemed to constitute
            authorization of that payment or reimbursement.

                 L.  The written undertaking required by Section K of this
            article must be an unlimited general obligation of the director but
            need not be secured.  It may be accepted without reference to
            financial ability to make repayment.

                 M.  A provision for a corporation to indemnify or to advance
            expenses to a director who was, is, or is threatened to be made a
            named defendant or respondent in a proceeding, whether contained in
            the articles of incorporation, the bylaws, a resolution of
            shareholders or directors, an agreement, or otherwise, except in
            accordance with Section R of this article, is valid only to the
            extent it is consistent with this article as limited by the articles
            of incorporation, if such a limitation exists.

                 N.  Notwithstanding any other provision of this article, a
            corporation may pay or reimburse expenses incurred by a director in
            connection with his appearance as a witness or other participation
            in a proceeding at a time when he is not a named defendant or
            respondent in the proceeding.

                                       5
O. An officer of the corporation shall be indemnified as, and
            to the same extent, provided by Sections H, I, and J of this article
            for a director and is entitled to seek indemnification under those
            sections to the same extent as a director. A corporation may
            indemnify and advance expenses to an officer, employee, or agent of
            the corporation to the same extent that it may indemnify and advance
            expenses to directors under this article.

                 P.  A corporation may indemnify and advance expenses to persons
            who are not or were not officers, employees, or agents of the
            corporation but who are or were serving at the request of the
            corporation as a director, officer, partner, venturer, proprietor,
            trustee, employee, agent, or similar functionary of another foreign
            or domestic corporation, partnership, joint venture, sole
            proprietorship, trust, employee benefit plan, or other enterprise to
            the same extent that it may indemnify and advance expenses to
            directors under this article.

                 Q.  A corporation may indemnify and advance expenses to an
            officer, employee, agent, or person identified in Section P of this
            article and who is not a director to such further extent, consistent
            with law, as may be provided by its articles of incorporation,
            bylaws, general or specific action of its board of directors, or
            contract or as permitted or required by common law.

                 R.  A corporation may purchase and maintain insurance or
            another arrangement on behalf of any person who is or was a
            director, officer, employee, or agent of the corporation or who is
            or was serving at the request of the corporation as a director,
            officer, partner, venturer, proprietor, trustee, employee, agent, or
            similar functionary of another foreign or domestic corporation,
            partnership, joint venture, sole proprietorship, trust, employee
            benefit plan, or other enterprise, against any liability asserted
            against him and incurred by him in such a capacity or arising out of
            his status as such a person, whether or not the corporation would
            have the power to indemnify him against that liability under this
            article.  If the insurance or other arrangement is with a person or
            entity that is not regularly engaged in the business of providing
            insurance coverage, the insurance or arrangement may provide for
            payment of a liability with respect to which the corporation would
            not have the power to indemnify the person only if including
            coverage for the additional liability has been approved by the
            shareholders of the corporation.  Without limiting the power of the
            corporation to procure or maintain any kind of insurance or other
            arrangement, a corporation may, for the benefit of persons
            indemnified by the corporation, (1) create a trust fund; (2)
            establish any form of self-insurance; (3) secure its indemnity
            obligation by grant of a security interest or other lien on the
            assets of the corporation; or (4) establish a letter of credit,
            guaranty, or surety arrangement.  The insurance or other arrangement
            may be procured, maintained, or established within the corporation
            or with any insurer or other person deemed appropriate by the board
            of directors regardless of whether all or part of the stock or other
            securities of the insurer or other person are owned in whole or part
            by the corporation.  In the absence of fraud, the judgment of the
            board of directors as to the terms and conditions of the insurance
            or other arrangement and the identity of the insurer or other person
            participating in an arrangement shall be conclusive and the
            insurance or arrangement shall not be voidable and shall not subject
            the directors approving the insurance or arrangement to liability,
            on any ground, regardless of whether directors participating in the
            approval are beneficiaries of the insurance or arrangement.

                                       6
S. Any indemnification of or advance of expenses to a director
            in accordance with this article shall be reported in writing to the
            shareholders with or before the notice or waiver of notice of the
            next shareholders' meeting or with or before the next submission to
            shareholders of a consent to action without a meeting pursuant to
            Section A, Article 9.10, of this Act and, in any case, within the
            12-month period immediately following the date of the
            indemnification or advance.

                 T.  For purposes of this article, the corporation is deemed to
            have requested a director to serve an employee benefit plan whenever
            the performance by him of his duties to the corporation also imposes
            duties on or otherwise involves services by him to the plan or
            participants or beneficiaries of the plan.  Excise taxes assessed on
            a director with respect to an employee benefit plan pursuant to
            applicable law are deemed fines.  Action taken or omitted by him
            with respect to an employee benefit plan in the performance of his
            duties for a purpose reasonably believed by him to be in the
            interest of the participants and beneficiaries of the plan is deemed
            to be for a purpose which is not opposed to the best interests of
            the corporation.

                 U.  The articles of incorporation of a corporation may restrict
            the circumstances under which the corporation is required or
            permitted to indemnify a person under Section H, I, J, O, P, or Q of
            this article."

            The Company maintains directors' and officers' liability insurance.

            Insofar as the indemnification for liabilities arising under the
       Securities Act of 1933 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
       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 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.

       ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

       ITEM 8.  EXHIBITS

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

       ITEM 9.  UNDERTAKINGS

            The undersigned Registrant hereby undertakes:

                                       7
(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 of 1933, unless the information required
                 to be included in a post-effective amendment is contained in a
                 periodic report filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Securities Exchange Act of 1934 which
                 is incorporated by reference in this Registration Statement;

                      (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, unless the information required to be included in a
                 post-effective amendment is contained in a periodic report
                 filed by the Registrant pursuant to Section 13 or Section 15(d)
                 of the Securities Exchange Act of 1934 which is incorporated by
                 reference in this 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.

                 (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.

            The undersigned Registrant hereby undertakes that, for the purpose
       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 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.

                 See Item 6, "Indemnification of Directors and Officers," for
       the undertaking pursuant to Item 512(h) of Regulation S-K.

                                       8
SIGNATURES

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
       REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
       MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED
       THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
       UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF
       TEXAS, ON MAY 16, 1996.

                                      VALLEN CORPORATION

                                      By:/s/ James W. Thompson
                                         ---------------------
                                           James W. Thompson
                                           President and C.E.O.

                               POWER OF ATTORNEY

            Each of the undersigned directors and officers of Vallen Corporation
       does hereby constitute and appoint James W. Thompson and Leighton
       Stephenson, or either of them, as the undersigned's true and lawful
       attorneys-in-fact and agents to do any and all acts and things in the
       undersigned's name and behalf in the undersigned's capacities as director
       and/or officer, and to execute any and all instruments for the
       undersigned and in the undersigned's name in the capacities indicated
       below which such person or persons may deem necessary or advisable to
       enable Vallen Corporation to comply with the Securities Act of 1933, as
       amended, and any rules, regulations and requirements of the Securities
       and Exchange Commission in connection with this Registration Statement,
       including specifically, but not limited to, power and authority to sign
       for the undersigned in the capacities indicated below any and all
       amendments (including post-effective amendments) hereto, and the
       undersigned does hereby ratify and confirm all that such person or
       persons shall do or cause to be done by virtue hereof.

            PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
       REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
       CAPACITIES AND ON THE DATES INDICATED.

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

       /s/ James W. Thompson        President and C.E.O., Director  May 16, 1996
       ---------------------        (Principal Executive Officer)
       James W. Thompson            

       /s/ Leighton J. Stephenson   Vice President-Finance,         May 16, 1996
       --------------------------   Secretary and Treasurer
       Leighton J. Stephenson       (Principal Financial and                  
                                    Accounting Officer)
       

       /s/ Leonard J. Bruce         Chairman of the                 May 16, 1996
       --------------------         Board, Director                            
       Leonard J. Bruce        

                                       9
/s/ Darvin M. Winick       Director                      May 16, 1996
       --------------------                             
       Darvin M. Winick

       /s/ Kirby Attwell          Director                      May 16, 1996
       -----------------                                      
       Kirby Attwell

                                      10
EXHIBIT INDEX
                                 -------------
Sequential
                                                                           Page
Exhibit No.                         Description                          Number*
- -----------  ---------------------------------------------------------  ----------
4.1  Restated Certificate of Incorporation of the Company -
             incorporated by reference to exhibit 3a to the
             Company's Form 10-K for the fiscal year ended May
             31, 1990, as filed with the SEC.
        4.2  By-laws of the Company, as amended through June 23,
             1994 - incorporated by reference to exhibit 3ii to the
             Company's Form 10-Q for the quarter ended November
             30, 1990, as filed with the SEC.
        4.3  1993 Non-Employee Director Stock Option Plan -
             incorporated by reference to Appendix A to the
             Company's 1993 Proxy Statement.
        4.4  First Amendment to 1993 Non-Employee Director Stock
             Option Plan - incorporated by reference to Annex B to
             the Company's 1995 Proxy Statement.
          5  Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
       23.1  Consent of KPMG Peat Marwick LLP
       23.2  Consent of Mayor, Day, Caldwell & Keeton, L.L.P.
             (included in Exhibit 5).
         24  Powers of Attorney (included on signature page of this
             Registration Statement).
____________________

       *  This information appears only in the manually signed original.