<PAGE>
 
   As filed with the Securities and Exchange Commission on November 18, 1996

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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

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

                           IMPERIAL HOLLY CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION> 
<S>                                             <C>
            TEXAS                                  74-0704500
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

ONE IMPERIAL SQUARE, SUITE 200
       8016 HIGHWAY 90-A
       SUGAR LAND, TEXAS                              77487
 (Address of Principal Executive Offices)           (Zip Code)
</TABLE>

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

                     Nonemployee Director Compensation Plan

                            (Full title of the plan)

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

                               WILLIAM F. SCHWER
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           IMPERIAL HOLLY CORPORATION
                         ONE IMPERIAL SQUARE, SUITE 200
                               8016 HIGHWAY 90-A
                            SUGAR LAND, TEXAS 77487
                    (Name and address of agent for service)

                                 (281) 491-9181
         (Telephone number, including area code, of agent for service)

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

<TABLE>
<CAPTION>

                                  CALCULATION OF REGISTRATION FEE
===================================================================================================================
<S>                                     <C>            <C>                   <C>                  <C>
                                         Amount to         Proposed            Proposed maximum
                                             be         maximum offering      aggregate offering       Amount of
Title of securities to be registered    registered     price per share (1)        price (1)        registration fee
                                        
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value (2)      500,000            $15.5625              $7,781,250             $2,358
===================================================================================================================
</TABLE>

(1)     Estimated pursuant to Rules 457(c) and (h) solely for purposes of
        computing the registration fee and based upon the average of the high
        and low sales prices reported on the American Stock Exchange Composite
        Tape on Friday, November 15, 1996.

(2)     Includes the Rights to Purchase Preferred Stock associated with the
        Common Stock.

================================================================================
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


               Note:    This Registration Statement covers the 500,000
     shares of the common stock, without par value, of Imperial Holly
     Corporation (the "Company") reserved for issuance under the Company's
     Nonemployee Director Compensation Plan (the "Plan").  Of the 500,000
     shares, 21,760 shares (the "Restricted Securities") were issued to
     nonemployee directors of the Company prior to the filing of this
     Registration Statement. The remaining 478,240 shares are available for
     grant and issuance under the Plan.  The reoffer prospectus, which is filed
     with this Registration Statement as Exhibit 99, has been prepared in
     accordance with the requirements of Part I of Form S-3 of the Securities
     Act of 1933, as amended (the "Securities Act"), and may be used for
     reoffers or resales of the Restricted Securities.  The documents containing
     the information specified in Items 1 and 2 of Part I of Form S-8 will be
     provided to participants under the Plan as specified in Rule 428 of the
     Securities Act and, in accordance with the requirements of Part I of Form
     S-8 of the Securities Act, are not filed with the Commission as part of
     this Registration Statement.

                                      I-1
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents, which the registrant, Imperial Holly
Corporation (the "Company"), has filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 1-10307), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

          (1) the Company's Annual Report on Form 10-K for the fiscal year ended
     March 31, 1996;

          (2) the Company's Quarterly Reports on Form 10-Q for the quarters
     ended June 30 and September 30, 1996;

          (3) the Company's Current Reports on Form 8-K dated April 19, 1996 (as
     amended by Form 8-K/A filed July 5, 1996) and August 29, 1996;

          (4) the description of the Company's Common Stock, without par value,
     contained in the Company's Registration Statement on Form 8-A dated August
     11, 1989; and

          (5) the description of the Company's Rights to Purchase Preferred
     Stock contained in the Company's Registration Statement on Form 8-A dated
     September 29, 1989.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

          Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

          The consolidated balance sheets of the Company and subsidiaries as of
March 31, 1996 and 1995 and the related consolidated statements of income, of
cash flows and of changes in shareholders' equity for the years ended March 31,
1996, 1995 and 1994 included in the Company's Annual Report on Form 10-K for the
year ended March 31, 1996 and incorporated by reference in this Registration
Statement, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

          The combined balance sheets of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. as of June 30, 1995 and 1994, and the related
combined statements of operations, stockholders' equity and cash flows for the
years ended June 30, 1995 and June 30, 1993, the 11 months ended June 30, 1994
and the month ended July 31, 1993, included in the Company's Current Report on
Form 8-K/A filed July 5, 1996 and incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm as experts in accounting and auditing.

                                     II-1
<PAGE>
 
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Bylaws of the Company provide for indemnification by the Company
of its directors and officers to the fullest extent permitted by Article 2.02-1
of the Texas Business Corporation Act (the "Article"), and to such greater
extent as applicable law may thereafter permit, and provide for certain
procedures with respect to such indemnification. The Article permits
indemnification of directors, officers, employees, agents and certain nominees
and designees of corporations under certain conditions and subject to certain
limitations.

          The Article provides that 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, officer, employee or agent
only if it is determined in a prescribed manner that the person:

          (1)   conducted himself in good faith;

          (2)   reasonably believed:

                (a) in the case of conduct in his official capacity with 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.

Such persons may not be indemnified against judgments, penalties, fines,
settlements or reasonable expenses resulting from a proceeding in which: (1) the
person is found liable on the basis that he received an improper personal
benefit, whether or not the benefit resulted from action taken in an official
capacity; or (2) in which the person is found liable to the corporation. In a
proceeding brought by or on behalf of the corporation, indemnification is
limited to those reasonable expenses the person actually incurs.

          Further, the Article requires a corporation to indemnify an officer or
director against reasonable expenses, including attorneys' fees, incurred in
connection with a proceeding in which he is a named defendant or respondent
because he is or was an officer or director if he has been wholly successful in
defense of the proceeding. An officer or director may bring suit for such
required indemnification. Whether or not an officer or director meets the
requirements for mandatory indemnification or qualifies for indemnification at
the discretion of the corporation, a court may order the indemnification to
which such person is fairly and reasonably entitled in view of all the relevant
circumstances. The court shall limit such indemnification to reasonable expenses
if the proceeding is brought by or on behalf of the corporation or if the
officer or director is found liable on the basis that he received an improper
personal benefit, whether or not the benefit resulted from action taken in an
official capacity.

          In addition, the Article permits reasonable expenses incurred by a
director, officer, employee or agent who was, is, or is threatened to be made a
defendant or respondent in a proceeding, to be paid or reimbursed by the
corporation in advance of the final disposition of the proceeding after the
corporation receives a written affirmation by such person of his good faith
belief that he has met the standard of conduct necessary for

                                     II-2
<PAGE>
 
indemnification under the Article and a written undertaking by or on behalf of
the person to repay the amount paid or reimbursed if it is ultimately determined
that he has not met those requirements. The written undertaking required by the
Article must be an unlimited general obligation but need not be secured. It may
be accepted without reference to the ability to make repayment.

          A determination of a non-required indemnification, authorization of
indemnification, a determination as to the reasonableness of expenses and any
advance payments of expenses 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 (1) or (2) above, 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.

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 by which such counsel is
selected as set forth in (3) above.

          In addition, the Article permits the Company to purchase and maintain
insurance on behalf of certain persons. Policies of insurance are maintained by
the Company under which the directors and officers of the Company are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, and certain liabilities which they are parties by
reason of being or having been such directors or officers.

          The above discussion of the Article and the Company's Bylaws is not
intended to be exhaustive and is respectively qualified in its entirety by such
statute and Bylaws.

          The Restated Articles or Incorporation of the Company, as amended,
contain no limitation on such indemnification or insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          This Registration Statement covers the 500,000 shares of the Company's
Common Stock reserved for issuance under the Plan. Of the 500,000 shares, 21,760
shares (the "Restricted Securities") were issued to nonemployee directors of the
Company prior to the filing of this Registration Statement. The issuances of the
Restricted Securities were exempt from registration under the Securities Act in
reliance upon Section 4(2) of the Securities Act as transactions by an issuer
not involving a public offering. The remaining 478,240 shares are available for
grant and issuance under the Plan.

                                     II-3
<PAGE>
 
ITEM 8.  EXHIBITS.

Exhibit
Number                Document Description
-------               --------------------

*4.1   -   Restated Articles of Incorporation of the Company (Exhibit 3(b) to
           the Company's Registration Statement on Form S-4 (Registration No. 
           33-20959)).

*4.2   -   Statement of Resolution Establishing Series of Shares Designated
           Series A Junior Participating Preferred Stock (Exhibit 3(b) to the
           Company's Annual Report on Form 10-K for the year ended March 31,
           1990 (File No. 1-10307)).

*4.3   -   Articles of Amendment to Restated Articles of Incorporation of the
           Company (Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended June 30, 1990 (File No. 1-10307)).

*4.4   -   Statement of Resolution Increasing Number of Shares Designated Series
           A Junior Participating Preferred Stock (Exhibit 3.2 to the Company's
           Quarterly Report on Form 10-Q for the quarter ended June 30, 1990
           (File No. 1-10307)) .

*4.5a  -   Rights Agreement dated as of September 14, 1989 between the Company
           and The Bank of New York, as Rights Agent (Exhibit 1 to the Company's
           Current Report on Form 8-K dated September 21, 1989 (File No. 1-
           10307)).

*4.5b  -   Amendment to Rights Agreement dated as of January 27, 1995
           (incorporated by reference to Exhibit 1 to the Company's Current
           Report on Form 8-K dated January 27, 1995 (File No. 1-10307)).

*4.6   -   By-laws of the Company (Exhibit 3(b) to the Company's Annual Report
           on Form 10-K for the year ended March 31, 1989 (File No. 0-16674)).

*4.7a  -   Credit Agreement dated as of June 10, 1993 among the Company, the
           signatory banks thereto and Harris Trust and Savings Bank, as Agent
           (Exhibit 4(b) to the Company's Annual Report on Form 10-K for the
           year ended March 31, 1993 (File No. 1-10307)).

*4.7b  -   First Amendment to Credit Agreement dated December 1, 1993
           (incorporated by reference to Exhibit 4(a)(2) to the Company's Annual
           Report on Form 10-K for the year ended March 31, 1994 (File No. 1-
           10307) (the "1994 Form 10-K")).

*4.7c  -   Second Amendment to Credit Agreement and First Amendment to Notes
           dated March 4, 1994 (incorporated by reference to Exhibit 4(a)(3) to
           the 1994 Form 10-K).

*4.7d  -   Third Amendment to Credit Agreement dated July 13, 1994 (incorporated
           by reference to Exhibit 4 to the Company's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1994 (File No. 1-10307)).

*4.7e  -   Fourth Amendment to Credit Agreement dated April 28, 1995
           (incorporated by reference to Exhibit 4(a)(5) to the Company's Annual
           Report on Form 10-K for the year ended March 31, 1995 (File No. 1-
           10307)).

*4.7f  -   Fifth Amendment to Credit Agreement dated June 28, 1996 (incorporated
           by reference to Exhibit 4.1 to the Company's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1996 (File No. 1-10307)).


                                     II-4
<PAGE>
 
*4.9   -   Indenture dated as of October 15, 1992 (Exhibit 4.1 to the Company's
           Quarterly Report on Form 10-Q for the quarter ended September 30,
           1992 (File No. 1-10307)).

*4.10  -   Investor Agreement dated August 29, 1996 by and among the Company,
           Greencore Group plc and Earlsfort Holdings B.V. (incorporated by
           reference to Exhibit 4.3 to the Company's current report on Form 8-K
           dated September 5, 1996 (File No. 1-10307)).

*4.11  -   Registration Rights Agreement dated August 29, 1996 by and among the
           Company, Greencore Group plc and Earlsfort Holdings B.V.
           (incorporated by reference to Exhibit 4.2 to the Company's current
           report on Form 8-K dated September 5, 1996 (File No. 1-10307)).

4.12   -   Nonemployee Director Compensation Plan.

           The Company is a party to several debt instruments under which the
           total amount of securities authorized does not exceed 10% of the
           total assets of the Company and its subsidiaries on a consolidated
           basis. Pursuant to paragraph 4(iii)(a) of Item 601(b) of Regulation 
           S-K, the Company agrees to furnish a copy of such instruments to the
           Commission upon request.

5      -   Opinion of Baker & Botts, L.L.P.
 
23.1   -   Consent of Deloitte & Touche LLP, independent public accountants.
 
23.2   -   Consent of Arthur Andersen LLP, independent public accountants
 
23.3   -   Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
 
24     -   Power of Attorney (see page II-7 hereof).
 
99     -   Reoffer Prospectus
 

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

     *  Incorporated by reference.


ITEM 9.  UNDERTAKINGS.

           (a) The undersigned registrant hereby undertakes:

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

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

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

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

                                     II-5
<PAGE>
 
           Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference 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.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                     II-6
<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 Sugar Land, State of Texas, on November 18, 1996.

                                       IMPERIAL HOLLY CORPORATION



                                       By: /s/ JAMES C. KEMPNER
                                       ---------------------------------------
                                       James C. Kempner
                                       President, Chief Executive Officer and
                                       Chief Financial Officer


          Each person whose signature appears below does hereby appoint James C.
Kempner, H. P. Mechler and William F. Schwer, and each of them severally, his or
her true and lawful attorneys or attorney-in-fact and agents or agent with power
to act with or without the others and with full power of substitution and
resubstitution, to execute for him or her and in his or her name, place and
stead, in his or her capacity as a director or officer or both, as the case may
be, of Imperial Holly Corporation, any and all amendments to this Registration
Statement, including post-effective amendments, as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Securities and Exchange Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 18, 1996.


 
          SIGNATURE                              TITLE
          ---------                              -----
 
/s/  JAMES C. KEMPNER          President, Chief Executive Officer, Chief
-----------------------------  Financial Officer and Director (Principal
     James C. Kempner          Executive Officer and Principal Financial
                               Officer)
 
/s/  H. P. MECHLER             
-----------------------------  Controller (Principal Accounting Officer)
     H. P. Mechler

/s/  I. H. KEMPNER, III 
-----------------------------  Chairman of the Board of Directors
     I. H. Kempner, III


/s/  JOHN D. CURTIN, JR.
-----------------------------  Director
     John D. Curtin, Jr.



                                     II-7
<PAGE>
 
/s/ DAVID J. DILGER            
-----------------------------  Director
    David J. Dilger
 

/s/  EDWARD O. GAYLORD
-----------------------------  Director
     Edward O. Gaylord


/s/ GERALD GRINSTEIN 
-----------------------------  Director
    Gerald Grinstein
 

/s/  ANN O. HAMILTON
-----------------------------  Director
     Ann O. Hamilton


/s/  ROGER W. HILL             
-----------------------------  Director
     Roger W. Hill


/s/  HARRIS L. KEMPNER, JR. 
-----------------------------  Director
     Harris L. Kempner, Jr.

 
/s/  HENRY E. LENTZ            
-----------------------------  Director
     Henry E. Lentz

 
/s/  ROBERT L. K. LYNCH        
-----------------------------  Director
     Robert L. K. Lynch
 

/s/  KEVIN C. O'SULLIVAN       
-----------------------------  Director
     Kevin C. O'Sullivan

 
/s/  FAYEZ SAROFIM             
-----------------------------  Director
     Fayez Sarofim
 

/s/  DANIEL K. THORNE          
-----------------------------  Director
     Daniel K. Thorne

                                     II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28480}]
{"company-data": {"conformed-name": "IMPERIAL HOLLY CORP", "cik": "0000831327", "assigned-sic": "2060", "irs-number": "740704500", "state-of-incorporation": "TX", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16393", "film-number": "96669203"}, "business-address": {"street1": "ONE IMPERIAL SQ STE 200", "street2": "P O BOX 9", "city": "SUGAR LAND", "state": "TX", "zip": "77487", "phone": "7134919181"}, "former-company": {"former-conformed-name": "IMPERIAL SUGAR CO /TX/", "date-changed": "19880606"}}
As filed with the Securities and Exchange Commission on November 18, 1996

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           IMPERIAL HOLLY CORPORATION
             (Exact name of registrant as specified in its charter)
TEXAS                                  74-0704500
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

ONE IMPERIAL SQUARE, SUITE 200
       8016 HIGHWAY 90-A
       SUGAR LAND, TEXAS                              77487
 (Address of Principal Executive Offices)           (Zip Code)
---------------------

                     Nonemployee Director Compensation Plan

                            (Full title of the plan)

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

                               WILLIAM F. SCHWER
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                           IMPERIAL HOLLY CORPORATION
                         ONE IMPERIAL SQUARE, SUITE 200
                               8016 HIGHWAY 90-A
                            SUGAR LAND, TEXAS 77487
                    (Name and address of agent for service)

                                 (281) 491-9181
         (Telephone number, including area code, of agent for service)

                             ---------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Amount to         Proposed            Proposed maximum
                                             be         maximum offering      aggregate offering       Amount of
Title of securities to be registered    registered     price per share (1)        price (1)        registration fee
                                        
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value (2)      500,000            $15.5625              $7,781,250             $2,358
===================================================================================================================
(1)     Estimated pursuant to Rules 457(c) and (h) solely for purposes of
        computing the registration fee and based upon the average of the high
        and low sales prices reported on the American Stock Exchange Composite
        Tape on Friday, November 15, 1996.

(2)     Includes the Rights to Purchase Preferred Stock associated with the
        Common Stock.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

               Note:    This Registration Statement covers the 500,000
     shares of the common stock, without par value, of Imperial Holly
     Corporation (the "Company") reserved for issuance under the Company's
     Nonemployee Director Compensation Plan (the "Plan").  Of the 500,000
     shares, 21,760 shares (the "Restricted Securities") were issued to
     nonemployee directors of the Company prior to the filing of this
     Registration Statement. The remaining 478,240 shares are available for
     grant and issuance under the Plan.  The reoffer prospectus, which is filed
     with this Registration Statement as Exhibit 99, has been prepared in
     accordance with the requirements of Part I of Form S-3 of the Securities
     Act of 1933, as amended (the "Securities Act"), and may be used for
     reoffers or resales of the Restricted Securities.  The documents containing
     the information specified in Items 1 and 2 of Part I of Form S-8 will be
     provided to participants under the Plan as specified in Rule 428 of the
     Securities Act and, in accordance with the requirements of Part I of Form
     S-8 of the Securities Act, are not filed with the Commission as part of
     this Registration Statement.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents, which the registrant, Imperial Holly
Corporation (the "Company"), has filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 1-10307), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

          (1) the Company's Annual Report on Form 10-K for the fiscal year ended
     March 31, 1996;

          (2) the Company's Quarterly Reports on Form 10-Q for the quarters
     ended June 30 and September 30, 1996;

          (3) the Company's Current Reports on Form 8-K dated April 19, 1996 (as
     amended by Form 8-K/A filed July 5, 1996) and August 29, 1996;

          (4) the description of the Company's Common Stock, without par value,
     contained in the Company's Registration Statement on Form 8-A dated August
     11, 1989; and

          (5) the description of the Company's Rights to Purchase Preferred
     Stock contained in the Company's Registration Statement on Form 8-A dated
     September 29, 1989.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

          Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

          The consolidated balance sheets of the Company and subsidiaries as of
March 31, 1996 and 1995 and the related consolidated statements of income, of
cash flows and of changes in shareholders' equity for the years ended March 31,
1996, 1995 and 1994 included in the Company's Annual Report on Form 10-K for the
year ended March 31, 1996 and incorporated by reference in this Registration
Statement, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

          The combined balance sheets of Spreckels Sugar Company, Inc. and
Limestone Products Company, Inc. as of June 30, 1995 and 1994, and the related
combined statements of operations, stockholders' equity and cash flows for the
years ended June 30, 1995 and June 30, 1993, the 11 months ended June 30, 1994
and the month ended July 31, 1993, included in the Company's Current Report on
Form 8-K/A filed July 5, 1996 and incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm as experts in accounting and auditing.

                                     II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Bylaws of the Company provide for indemnification by the Company
of its directors and officers to the fullest extent permitted by Article 2.02-1
of the Texas Business Corporation Act (the "Article"), and to such greater
extent as applicable law may thereafter permit, and provide for certain
procedures with respect to such indemnification. The Article permits
indemnification of directors, officers, employees, agents and certain nominees
and designees of corporations under certain conditions and subject to certain
limitations.

          The Article provides that 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, officer, employee or agent
only if it is determined in a prescribed manner that the person:

          (1)   conducted himself in good faith;

          (2)   reasonably believed:

                (a) in the case of conduct in his official capacity with 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.

Such persons may not be indemnified against judgments, penalties, fines,
settlements or reasonable expenses resulting from a proceeding in which: (1) the
person is found liable on the basis that he received an improper personal
benefit, whether or not the benefit resulted from action taken in an official
capacity; or (2) in which the person is found liable to the corporation. In a
proceeding brought by or on behalf of the corporation, indemnification is
limited to those reasonable expenses the person actually incurs.

          Further, the Article requires a corporation to indemnify an officer or
director against reasonable expenses, including attorneys' fees, incurred in
connection with a proceeding in which he is a named defendant or respondent
because he is or was an officer or director if he has been wholly successful in
defense of the proceeding. An officer or director may bring suit for such
required indemnification. Whether or not an officer or director meets the
requirements for mandatory indemnification or qualifies for indemnification at
the discretion of the corporation, a court may order the indemnification to
which such person is fairly and reasonably entitled in view of all the relevant
circumstances. The court shall limit such indemnification to reasonable expenses
if the proceeding is brought by or on behalf of the corporation or if the
officer or director is found liable on the basis that he received an improper
personal benefit, whether or not the benefit resulted from action taken in an
official capacity.

          In addition, the Article permits reasonable expenses incurred by a
director, officer, employee or agent who was, is, or is threatened to be made a
defendant or respondent in a proceeding, to be paid or reimbursed by the
corporation in advance of the final disposition of the proceeding after the
corporation receives a written affirmation by such person of his good faith
belief that he has met the standard of conduct necessary for

                                     II-2
indemnification under the Article and a written undertaking by or on behalf of
the person to repay the amount paid or reimbursed if it is ultimately determined
that he has not met those requirements. The written undertaking required by the
Article must be an unlimited general obligation but need not be secured. It may
be accepted without reference to the ability to make repayment.

          A determination of a non-required indemnification, authorization of
indemnification, a determination as to the reasonableness of expenses and any
advance payments of expenses 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 (1) or (2) above, 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.

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 by which such counsel is
selected as set forth in (3) above.

          In addition, the Article permits the Company to purchase and maintain
insurance on behalf of certain persons. Policies of insurance are maintained by
the Company under which the directors and officers of the Company are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, and certain liabilities which they are parties by
reason of being or having been such directors or officers.

          The above discussion of the Article and the Company's Bylaws is not
intended to be exhaustive and is respectively qualified in its entirety by such
statute and Bylaws.

          The Restated Articles or Incorporation of the Company, as amended,
contain no limitation on such indemnification or insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          This Registration Statement covers the 500,000 shares of the Company's
Common Stock reserved for issuance under the Plan. Of the 500,000 shares, 21,760
shares (the "Restricted Securities") were issued to nonemployee directors of the
Company prior to the filing of this Registration Statement. The issuances of the
Restricted Securities were exempt from registration under the Securities Act in
reliance upon Section 4(2) of the Securities Act as transactions by an issuer
not involving a public offering. The remaining 478,240 shares are available for
grant and issuance under the Plan.

                                     II-3
ITEM 8.  EXHIBITS.

Exhibit
Number                Document Description
-------               --------------------

*4.1   -   Restated Articles of Incorporation of the Company (Exhibit 3(b) to
           the Company's Registration Statement on Form S-4 (Registration No. 
           33-20959)).

*4.2   -   Statement of Resolution Establishing Series of Shares Designated
           Series A Junior Participating Preferred Stock (Exhibit 3(b) to the
           Company's Annual Report on Form 10-K for the year ended March 31,
           1990 (File No. 1-10307)).

*4.3   -   Articles of Amendment to Restated Articles of Incorporation of the
           Company (Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
           for the quarter ended June 30, 1990 (File No. 1-10307)).

*4.4   -   Statement of Resolution Increasing Number of Shares Designated Series
           A Junior Participating Preferred Stock (Exhibit 3.2 to the Company's
           Quarterly Report on Form 10-Q for the quarter ended June 30, 1990
           (File No. 1-10307)) .

*4.5a  -   Rights Agreement dated as of September 14, 1989 between the Company
           and The Bank of New York, as Rights Agent (Exhibit 1 to the Company's
           Current Report on Form 8-K dated September 21, 1989 (File No. 1-
           10307)).

*4.5b  -   Amendment to Rights Agreement dated as of January 27, 1995
           (incorporated by reference to Exhibit 1 to the Company's Current
           Report on Form 8-K dated January 27, 1995 (File No. 1-10307)).

*4.6   -   By-laws of the Company (Exhibit 3(b) to the Company's Annual Report
           on Form 10-K for the year ended March 31, 1989 (File No. 0-16674)).

*4.7a  -   Credit Agreement dated as of June 10, 1993 among the Company, the
           signatory banks thereto and Harris Trust and Savings Bank, as Agent
           (Exhibit 4(b) to the Company's Annual Report on Form 10-K for the
           year ended March 31, 1993 (File No. 1-10307)).

*4.7b  -   First Amendment to Credit Agreement dated December 1, 1993
           (incorporated by reference to Exhibit 4(a)(2) to the Company's Annual
           Report on Form 10-K for the year ended March 31, 1994 (File No. 1-
           10307) (the "1994 Form 10-K")).

*4.7c  -   Second Amendment to Credit Agreement and First Amendment to Notes
           dated March 4, 1994 (incorporated by reference to Exhibit 4(a)(3) to
           the 1994 Form 10-K).

*4.7d  -   Third Amendment to Credit Agreement dated July 13, 1994 (incorporated
           by reference to Exhibit 4 to the Company's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1994 (File No. 1-10307)).

*4.7e  -   Fourth Amendment to Credit Agreement dated April 28, 1995
           (incorporated by reference to Exhibit 4(a)(5) to the Company's Annual
           Report on Form 10-K for the year ended March 31, 1995 (File No. 1-
           10307)).

*4.7f  -   Fifth Amendment to Credit Agreement dated June 28, 1996 (incorporated
           by reference to Exhibit 4.1 to the Company's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1996 (File No. 1-10307)).

                                     II-4
*4.9   -   Indenture dated as of October 15, 1992 (Exhibit 4.1 to the Company's
           Quarterly Report on Form 10-Q for the quarter ended September 30,
           1992 (File No. 1-10307)).

*4.10  -   Investor Agreement dated August 29, 1996 by and among the Company,
           Greencore Group plc and Earlsfort Holdings B.V. (incorporated by
           reference to Exhibit 4.3 to the Company's current report on Form 8-K
           dated September 5, 1996 (File No. 1-10307)).

*4.11  -   Registration Rights Agreement dated August 29, 1996 by and among the
           Company, Greencore Group plc and Earlsfort Holdings B.V.
           (incorporated by reference to Exhibit 4.2 to the Company's current
           report on Form 8-K dated September 5, 1996 (File No. 1-10307)).

4.12   -   Nonemployee Director Compensation Plan.

           The Company is a party to several debt instruments under which the
           total amount of securities authorized does not exceed 10% of the
           total assets of the Company and its subsidiaries on a consolidated
           basis. Pursuant to paragraph 4(iii)(a) of Item 601(b) of Regulation 
           S-K, the Company agrees to furnish a copy of such instruments to the
           Commission upon request.

5      -   Opinion of Baker & Botts, L.L.P.
 
23.1   -   Consent of Deloitte & Touche LLP, independent public accountants.
 
23.2   -   Consent of Arthur Andersen LLP, independent public accountants
 
23.3   -   Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
 
24     -   Power of Attorney (see page II-7 hereof).
 
99     -   Reoffer Prospectus
 

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

     *  Incorporated by reference.

ITEM 9.  UNDERTAKINGS.

           (a) The undersigned registrant hereby undertakes:

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

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

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

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

                                     II-5
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference 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.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-6
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 Sugar Land, State of Texas, on November 18, 1996.

                                       IMPERIAL HOLLY CORPORATION

                                       By: /s/ JAMES C. KEMPNER
                                       ---------------------------------------
                                       James C. Kempner
                                       President, Chief Executive Officer and
                                       Chief Financial Officer

          Each person whose signature appears below does hereby appoint James C.
Kempner, H. P. Mechler and William F. Schwer, and each of them severally, his or
her true and lawful attorneys or attorney-in-fact and agents or agent with power
to act with or without the others and with full power of substitution and
resubstitution, to execute for him or her and in his or her name, place and
stead, in his or her capacity as a director or officer or both, as the case may
be, of Imperial Holly Corporation, any and all amendments to this Registration
Statement, including post-effective amendments, as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments necessary or
incidental in connection therewith, and to file the same or cause the same to be
filed with the Securities and Exchange Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorneys and each of them.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 18, 1996.

 
          SIGNATURE                              TITLE
          ---------                              -----
 
/s/  JAMES C. KEMPNER          President, Chief Executive Officer, Chief
-----------------------------  Financial Officer and Director (Principal
     James C. Kempner          Executive Officer and Principal Financial
                               Officer)
 
/s/  H. P. MECHLER             
-----------------------------  Controller (Principal Accounting Officer)
     H. P. Mechler

/s/  I. H. KEMPNER, III 
-----------------------------  Chairman of the Board of Directors
     I. H. Kempner, III

/s/  JOHN D. CURTIN, JR.
-----------------------------  Director
     John D. Curtin, Jr.

                                     II-7
/s/ DAVID J. DILGER            
-----------------------------  Director
    David J. Dilger
 

/s/  EDWARD O. GAYLORD
-----------------------------  Director
     Edward O. Gaylord

/s/ GERALD GRINSTEIN 
-----------------------------  Director
    Gerald Grinstein
 

/s/  ANN O. HAMILTON
-----------------------------  Director
     Ann O. Hamilton

/s/  ROGER W. HILL             
-----------------------------  Director
     Roger W. Hill

/s/  HARRIS L. KEMPNER, JR. 
-----------------------------  Director
     Harris L. Kempner, Jr.

 
/s/  HENRY E. LENTZ            
-----------------------------  Director
     Henry E. Lentz

 
/s/  ROBERT L. K. LYNCH        
-----------------------------  Director
     Robert L. K. Lynch
 

/s/  KEVIN C. O'SULLIVAN       
-----------------------------  Director
     Kevin C. O'Sullivan

 
/s/  FAYEZ SAROFIM             
-----------------------------  Director
     Fayez Sarofim
 

/s/  DANIEL K. THORNE          
-----------------------------  Director
     Daniel K. Thorne

                                     II-8