content: <PAGE>   1
  
              As filed with the Securities and Exchange Commission on June 3, 1997
           
                                               Registration No. __________________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                ____________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                ___________________
  
                               CHASE INDUSTRIES INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                           51-0328047
           (State or other juris-                             (I.R.S. Employer
           diction of incorporation                           Identification
           or organization)                                   Number)
  
                               14212 COUNTY ROAD M-50
                              MONTPELIER, OHIO  43543
                                   (419) 485-3193
    (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)
  
                               CHASE INDUSTRIES INC.
               1997 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
                              (full title of the plan)
                                ___________________
  
                                  MARTIN V. ALONZO
                               CHASE INDUSTRIES INC.
                               14212 COUNTY ROAD M-50
                              MONTPELIER, OHIO  43543
                                   (419) 485-3193
   (Name, address, including zip code, and telephone number, including area code,
                               of agent for service)
                                ___________________
  
   Copies of all communications, including all communications sent to the agent
                          for service, should be sent to:
  
                               RODNEY L. MOORE, ESQ.
                            FULBRIGHT & JAWORSKI L.L.P.
                            2200 ROSS AVENUE, SUITE 2800
                                DALLAS, TEXAS  75201
                                   (214) 855-8000
                                ___________________
  
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
       TITLE OF SECURITIES                                   PROPOSED MAXIMUM            PROPOSED MAXIMUM          AMOUNT OF
         TO BE REGISTERED             AMOUNT TO BE          OFFERING PRICE PER       AGGREGATE OFFERING PRICE     REGISTRATION
                                       REGISTERED                 UNIT(2)                      (2)                    FEE
  ====================================================================================================================================
    <S>                              <C>                 <C>                        <C>                         <C>
    COMMON STOCK $.01 PAR
    VALUE PER SHARE . . . . .        300,000 SHARES              $22.13                     $6,639,000               $2,012
  ====================================================================================================================================
  </TABLE>
  
  
  (1)      Pursuant to Rule 416, there are also being registered such additional
           shares of Common Stock as may become issuable pursuant to the
           antidilution provisions of the Plan.
  
  (2)      The price is estimated in accordance with Rule 457(h)(1) under the
           Securities Act of 1933, as amended, solely for the purpose of
           calculating the registration fee, based on the average of the high and
           low prices of the Common Stock as reported on the New York Stock
           Exchange on May 30, 1997.
  
  
  ================================================================================
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by Chase Industries Inc., a Delaware corporation
  (f/k/a Chase Brass Industries, Inc.) (the "Company" or the "Registrant"), are
  incorporated herein by reference:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1996, filed with the Commission on March 18, 1997.
  
           (b)     The Company's Quarterly Report on Form 10-Q for the quarterly
  period ended March 31, 1997, filed with the Commission on May 13, 1997.
  
                   The Company's Current Report on Form 8-K filed with the
  Commission on May 28, 1997 regarding the change in the corporate name from
  "Chase Brass Industries, Inc." to "Chase Industries Inc."
  
           (c)     The description of the Company's common stock contained in
  Item 1 of the Company's registration statement on Form 8-A filed with the
  Commission on October 13, 1994 (File No. 1-13394), including any amendment or
  report filed for the purpose of updating such description.
  
           In addition to the foregoing, all documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment indicating that all of the securities offered
  hereunder have been sold or deregistering all securities then remaining unsold,
  shall be deemed to be incorporated by reference in this Registration Statement
  and to be part hereof from the date of filing of such documents.  Any statement
  contained in a document incorporated by reference in this Registration
  Statement 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 document that is also incorporated by reference herein
  modifies or supersedes such statement.  Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
                   Not applicable.
  
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                   Not applicable.
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                   Article Eighth of the Restated Certificate of Incorporation of
  the Registrant provides that the Company must indemnify its officers and
  directors to the maximum extent allowed by the Delaware General Corporation
  Law.  Pursuant to Section 145 of the Delaware General Corporation Law, the
  Company generally has the power to indemnify its present and former directors
  and officers against expenses and liabilities incurred by them in connection
  with any suit to which they are, or are threatened to be made, a party by
  reason of their serving in those positions so long as they acted in good faith
  and in a manner they reasonably believed to be in, or not opposed to, the best
  interests of the Company, and, with respect to any criminal action, so long as
  they had no reasonable cause to believe their conduct was unlawful.  With
  respect to suits by or in the right of the Company, however, indemnification
  generally is limited to attorneys' fees and other expenses and is not available
  if the person is adjudged to be liable to the Company unless the court
  determines that indemnification is appropriate.  The statute expressly provides
  that the power to indemnify authorized thereby is
  
  
  
  
  
                                        II-1
  <PAGE>   3
  not exclusive of any rights to which those seeking indemnification or
  advancement of expenses may be entitled under any by-law, agreement, vote of
  stockholders or disinterested directors, or otherwise.  The Company also has
  the power to purchase and maintain insurance for its directors and officers.
  Additionally, Article Eighth of the Company's Restated Certificate of
  Incorporation provides that, in the event that an officer or director files
  suit against the Company seeking to recover the unpaid amount of a claim for
  indemnification or advancement of liabilities or expenses incurred, the burden
  will be on the Company to prove that the indemnification or advancement of
  costs of defense would not be permitted under the Delaware General Corporation
  Law.
  
           The Company has entered into Indemnification Agreements with each of
  its directors and executive officers.  These agreements provide that the 
  Company must, within 30 days of request, indemnify an officer or director for
  liabilities incurred to the fullest extent permitted by the Delaware General
  Corporation Law.  The Company must, within two days of request, advance to an
  officer or director all costs and expenses incurred in the defense of a claim
  or other proceeding.  The obligation of the Company to provide the
  indemnification does not apply if, before the date on which the Company must
  provide the indemnification, the Company's Board of Directors, or a
  representative chosen by the Board of Directors, concludes that indemnification
  would be improper under the Delaware General Corporation Law.
  
           The preceding discussion of the Company's Restated Certificate of
  Incorporation, Section 145 of the Delaware General Corporation Law and the
  Indemnification Agreements is not intended to be exhaustive and is qualified in
  its entirety by the Company's Restated Certificate of Incorporation, Section
  145 of the Delaware General Corporation Law and the Indemnification Agreements.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not Applicable.
  
  
  ITEM 8.  EXHIBITS
  
  
           4.1     -        Exchange Agreement, dated November 4, 1994, between
                            the Company and Citicorp Venture Capital Ltd.
                            ("CVC"), (incorporated by reference to Exhibit 4.4 of
                            the Company's Registration Statement on Form S-8 as
                            filed with the Commission on  December 12, 1994,
                            Registration No. 33-87278).
  
           4.2     -        Voting Agreement, dated November 10, 1994, between
                            the Company, CVC and Martin V. Alonzo (incorporated
                            by reference to Exhibit 4.5 of the Company's
                            Registration Statement on Form S-8 as filed with the
                            Commission on  December 12, 1994, Registration No.
                            33-87278).
  
           4.3     -        Chase Industries Inc. 1997 Executive Deferred
                            Compensation Stock Option Plan.
  
           5       -        Opinion of Fulbright & Jaworski L.L.P.
  
           23.1    -        Consent of Coopers & Lybrand L.L.P.
  
           23.2    -        Consent of Fulbright & Jaworski L.L.P. (included in
                            Exhibit 5).
  
           24      -        Power of Attorney (included in signature page).
  
  
  
  
  
                                        II-2
  <PAGE>   4
  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 of 1933, as
                                    amended (the "Securities Act");
  
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective dates of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
  
                            provided, however, that 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 (and, where
                   applicable, each filing of an employee benefit plan's annual
                   report pursuant to Section 15(d) of the Exchange Act) that is
                   incorporated by reference in the Registration Statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered 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
                   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 of the Registrant 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-3
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant has duly caused this Registration Statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of New York and State of New York on the 30th day of May 1997.
  
                                          By:/s/ Martin V. Alonzo Martin V.
                                             ------------------------------------ 
                                                    Alonzo Chairman of the Board,
                                                    President and Chief Executive
                                                    Officer
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints Martin V. Alonzo and Michael T.
  Segraves, or either of them, his true and lawful attorneys-in-fact and agents,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and any
  and all related registration statements and post-effective amendments, and to
  file the same with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting said
  attorneys-in-fact and agents, or either of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he or she might
  or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
                 Signature                                       Title                           Date
                 ---------                                       -----                           ----
   <S>                                         <C>                                        <C>
   /s/ Martin V. Alonzo                        Chairman of the Board, President, Chief    May 30, 1997
   ------------------------------------        Executive Officer and Director          
   Martin V. Alonzo                            Principal executive officer)                                                         
  
   /s/ Michael T. Segraves                     Vice President and Chief Financial         May 30, 1997
   ------------------------------------        Officer (Principal financial officer)           
   Michael T. Segraves                                                                
  
   /s/ Raymond E. Cartledge                    Director                                   May 30, 1997
   ------------------------------------                                                               
   Raymond E. Cartledge
  
   /s/ Charles E. Corpening                    Director                                   May 30, 1997
   ------------------------------------                                                               
   Charles E. Corpening
   /s/ Donald J. Donahue                       Director                                   May 30, 1997
   ------------------------------------                                                               
   Donald J. Donahue
  
   /s/ John R. Kennedy                         Director                                   May 30, 1997
   ------------------------------------                                                               
   John R. Kennedy
   /s/ Thomas F. McWilliams                    Director                                   May 30, 1997
   ------------------------------------                                                               
   Thomas F. McWilliams
  
   /s/ William R. Toller                       Director                                   May 30, 1997
   ------------------------------------                                                               
   William R. Toller
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   6
                                   Exhibit Index
  <TABLE>
  <CAPTION>
  Exhibit No.               Description
  -----------               -----------
           <S>              <C>
           4.1     -        Exchange Agreement, dated November 4, 1994, between
                            the Company and Citicorp Venture Capital Ltd.
                            ("CVC"), (incorporated by reference to Exhibit 4.4 of
                            the Company's Registration Statement on Form S-8 as
                            filed with the Commission on  December 12, 1994,
                            Registration No. 33-87278).
  
           4.2     -        Voting Agreement, dated November 10, 1994, between
                            the Company, CVC and Martin V. Alonzo (incorporated
                            by reference to Exhibit 4.5 of the Company's
                            Registration Statement on Form S-8 as filed with the
                            Commission on  December 12, 1994, Registration No.
                            33-87278).
  
           4.3     -        Chase Industries Inc. 1997 Executive Deferred
                            Compensation Stock Option Plan.
  
           5       -        Opinion of Fulbright & Jaworski L.L.P.
  
           23.1    -        Consent of Coopers & Lybrand L.L.P.
  
           23.2    -        Consent of Fulbright & Jaworski L.L.P. (included in
                            Exhibit 5).
  
           24      -        Power of Attorney (included in signature page).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22362}]
metadata_filer: {"company-data": {"conformed-name": "CHASE INDUSTRIES INC", "cik": "0000928950", "assigned-sic": "3350", "irs-number": "510328047", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28445", "film-number": "97618749"}, "business-address": {"street1": "STATE ROUTE 15", "city": "MONTPELIER", "state": "OH", "zip": "43543", "phone": "4194853193"}, "mail-address": {"street1": "5400 RENAISSANCE TOWER", "street2": "1201 ELM STREET", "city": "DALLAS", "state": "TX", "zip": "75270"}, "former-company": {"former-conformed-name": "CHASE BRASS INDUSTRIES INC", "date-changed": "19940825"}}
text: 1
  
              As filed with the Securities and Exchange Commission on June 3, 1997
           
                                               Registration No. __________________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                ____________________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                ___________________
  
                               CHASE INDUSTRIES INC.
               (Exact name of registrant as specified in its charter)
  
           DELAWARE                                           51-0328047
           (State or other juris-                             (I.R.S. Employer
           diction of incorporation                           Identification
           or organization)                                   Number)
  
                               14212 COUNTY ROAD M-50
                              MONTPELIER, OHIO  43543
                                   (419) 485-3193
    (Address, including zip code, and telephone number, including area code, of
                     registrant's principal executive offices)
  
                               CHASE INDUSTRIES INC.
               1997 EXECUTIVE DEFERRED COMPENSATION STOCK OPTION PLAN
                              (full title of the plan)
                                ___________________
  
                                  MARTIN V. ALONZO
                               CHASE INDUSTRIES INC.
                               14212 COUNTY ROAD M-50
                              MONTPELIER, OHIO  43543
                                   (419) 485-3193
   (Name, address, including zip code, and telephone number, including area code,
                               of agent for service)
                                ___________________
  
   Copies of all communications, including all communications sent to the agent
                          for service, should be sent to:
  
                               RODNEY L. MOORE, ESQ.
                            FULBRIGHT & JAWORSKI L.L.P.
                            2200 ROSS AVENUE, SUITE 2800
                                DALLAS, TEXAS  75201
                                   (214) 855-8000
                                ___________________
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
       TITLE OF SECURITIES                                   PROPOSED MAXIMUM            PROPOSED MAXIMUM          AMOUNT OF
         TO BE REGISTERED             AMOUNT TO BE          OFFERING PRICE PER       AGGREGATE OFFERING PRICE     REGISTRATION
                                       REGISTERED                 UNIT(2)                      (2)                    FEE
  ====================================================================================================================================
  COMMON STOCK $.01 PAR
    VALUE PER SHARE . . . . .        300,000 SHARES              $22.13                     $6,639,000               $2,012
  ====================================================================================================================================
  (1)      Pursuant to Rule 416, there are also being registered such additional
           shares of Common Stock as may become issuable pursuant to the
           antidilution provisions of the Plan.
  
  (2)      The price is estimated in accordance with Rule 457(h)(1) under the
           Securities Act of 1933, as amended, solely for the purpose of
           calculating the registration fee, based on the average of the high and
           low prices of the Common Stock as reported on the New York Stock
           Exchange on May 30, 1997.
  
  ================================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by Chase Industries Inc., a Delaware corporation
  (f/k/a Chase Brass Industries, Inc.) (the "Company" or the "Registrant"), are
  incorporated herein by reference:
  
           (a)     The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1996, filed with the Commission on March 18, 1997.
  
           (b)     The Company's Quarterly Report on Form 10-Q for the quarterly
  period ended March 31, 1997, filed with the Commission on May 13, 1997.
  
                   The Company's Current Report on Form 8-K filed with the
  Commission on May 28, 1997 regarding the change in the corporate name from
  "Chase Brass Industries, Inc." to "Chase Industries Inc."
  
           (c)     The description of the Company's common stock contained in
  Item 1 of the Company's registration statement on Form 8-A filed with the
  Commission on October 13, 1994 (File No. 1-13394), including any amendment or
  report filed for the purpose of updating such description.
  
           In addition to the foregoing, all documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment indicating that all of the securities offered
  hereunder have been sold or deregistering all securities then remaining unsold,
  shall be deemed to be incorporated by reference in this Registration Statement
  and to be part hereof from the date of filing of such documents.  Any statement
  contained in a document incorporated by reference in this Registration
  Statement 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 document that is also incorporated by reference herein
  modifies or supersedes such statement.  Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
                   Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                   Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                   Article Eighth of the Restated Certificate of Incorporation of
  the Registrant provides that the Company must indemnify its officers and
  directors to the maximum extent allowed by the Delaware General Corporation
  Law.  Pursuant to Section 145 of the Delaware General Corporation Law, the
  Company generally has the power to indemnify its present and former directors
  and officers against expenses and liabilities incurred by them in connection
  with any suit to which they are, or are threatened to be made, a party by
  reason of their serving in those positions so long as they acted in good faith
  and in a manner they reasonably believed to be in, or not opposed to, the best
  interests of the Company, and, with respect to any criminal action, so long as
  they had no reasonable cause to believe their conduct was unlawful.  With
  respect to suits by or in the right of the Company, however, indemnification
  generally is limited to attorneys' fees and other expenses and is not available
  if the person is adjudged to be liable to the Company unless the court
  determines that indemnification is appropriate.  The statute expressly provides
  that the power to indemnify authorized thereby is
  
                                        II-1
  3
  not exclusive of any rights to which those seeking indemnification or
  advancement of expenses may be entitled under any by-law, agreement, vote of
  stockholders or disinterested directors, or otherwise.  The Company also has
  the power to purchase and maintain insurance for its directors and officers.
  Additionally, Article Eighth of the Company's Restated Certificate of
  Incorporation provides that, in the event that an officer or director files
  suit against the Company seeking to recover the unpaid amount of a claim for
  indemnification or advancement of liabilities or expenses incurred, the burden
  will be on the Company to prove that the indemnification or advancement of
  costs of defense would not be permitted under the Delaware General Corporation
  Law.
  
           The Company has entered into Indemnification Agreements with each of
  its directors and executive officers.  These agreements provide that the 
  Company must, within 30 days of request, indemnify an officer or director for
  liabilities incurred to the fullest extent permitted by the Delaware General
  Corporation Law.  The Company must, within two days of request, advance to an
  officer or director all costs and expenses incurred in the defense of a claim
  or other proceeding.  The obligation of the Company to provide the
  indemnification does not apply if, before the date on which the Company must
  provide the indemnification, the Company's Board of Directors, or a
  representative chosen by the Board of Directors, concludes that indemnification
  would be improper under the Delaware General Corporation Law.
  
           The preceding discussion of the Company's Restated Certificate of
  Incorporation, Section 145 of the Delaware General Corporation Law and the
  Indemnification Agreements is not intended to be exhaustive and is qualified in
  its entirety by the Company's Restated Certificate of Incorporation, Section
  145 of the Delaware General Corporation Law and the Indemnification Agreements.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS
  
           4.1     -        Exchange Agreement, dated November 4, 1994, between
                            the Company and Citicorp Venture Capital Ltd.
                            ("CVC"), (incorporated by reference to Exhibit 4.4 of
                            the Company's Registration Statement on Form S-8 as
                            filed with the Commission on  December 12, 1994,
                            Registration No. 33-87278).
  
           4.2     -        Voting Agreement, dated November 10, 1994, between
                            the Company, CVC and Martin V. Alonzo (incorporated
                            by reference to Exhibit 4.5 of the Company's
                            Registration Statement on Form S-8 as filed with the
                            Commission on  December 12, 1994, Registration No.
                            33-87278).
  
           4.3     -        Chase Industries Inc. 1997 Executive Deferred
                            Compensation Stock Option Plan.
  
           5       -        Opinion of Fulbright & Jaworski L.L.P.
  
           23.1    -        Consent of Coopers & Lybrand L.L.P.
  
           23.2    -        Consent of Fulbright & Jaworski L.L.P. (included in
                            Exhibit 5).
  
           24      -        Power of Attorney (included in signature page).
  
                                        II-2
  4
  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 of 1933, as
                                    amended (the "Securities Act");
  
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective dates of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
  
                            provided, however, that 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 (and, where
                   applicable, each filing of an employee benefit plan's annual
                   report pursuant to Section 15(d) of the Exchange Act) that is
                   incorporated by reference in the Registration Statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered 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
                   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 of the Registrant 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-3
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant has duly caused this Registration Statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of New York and State of New York on the 30th day of May 1997.
  
                                          By:/s/ Martin V. Alonzo Martin V.
                                             ------------------------------------ 
                                                    Alonzo Chairman of the Board,
                                                    President and Chief Executive
                                                    Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints Martin V. Alonzo and Michael T.
  Segraves, or either of them, his true and lawful attorneys-in-fact and agents,
  with full power of substitution and resubstitution, for him and in his name,
  place and stead, in any and all capacities, to sign any and all amendments
  (including post-effective amendments) to this Registration Statement, and any
  and all related registration statements and post-effective amendments, and to
  file the same with all exhibits thereto, and all documents in connection
  therewith, with the Securities and Exchange Commission, granting said
  attorneys-in-fact and agents, or either of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he or she might
  or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed by the following persons
  in the capacities and on the dates indicated:
  Signature                                       Title                           Date
                 ---------                                       -----                           ----
  /s/ Martin V. Alonzo                        Chairman of the Board, President, Chief    May 30, 1997
   ------------------------------------        Executive Officer and Director          
   Martin V. Alonzo                            Principal executive officer)                                                         
  
   /s/ Michael T. Segraves                     Vice President and Chief Financial         May 30, 1997
   ------------------------------------        Officer (Principal financial officer)           
   Michael T. Segraves                                                                
  
   /s/ Raymond E. Cartledge                    Director                                   May 30, 1997
   ------------------------------------                                                               
   Raymond E. Cartledge
  
   /s/ Charles E. Corpening                    Director                                   May 30, 1997
   ------------------------------------                                                               
   Charles E. Corpening
   /s/ Donald J. Donahue                       Director                                   May 30, 1997
   ------------------------------------                                                               
   Donald J. Donahue
  
   /s/ John R. Kennedy                         Director                                   May 30, 1997
   ------------------------------------                                                               
   John R. Kennedy
   /s/ Thomas F. McWilliams                    Director                                   May 30, 1997
   ------------------------------------                                                               
   Thomas F. McWilliams
  
   /s/ William R. Toller                       Director                                   May 30, 1997
   ------------------------------------                                                               
   William R. Toller
  II-4
  6
                                   Exhibit Index
  Exhibit No.               Description
  -----------               -----------
  4.1     -        Exchange Agreement, dated November 4, 1994, between
                            the Company and Citicorp Venture Capital Ltd.
                            ("CVC"), (incorporated by reference to Exhibit 4.4 of
                            the Company's Registration Statement on Form S-8 as
                            filed with the Commission on  December 12, 1994,
                            Registration No. 33-87278).
  
           4.2     -        Voting Agreement, dated November 10, 1994, between
                            the Company, CVC and Martin V. Alonzo (incorporated
                            by reference to Exhibit 4.5 of the Company's
                            Registration Statement on Form S-8 as filed with the
                            Commission on  December 12, 1994, Registration No.
                            33-87278).
  
           4.3     -        Chase Industries Inc. 1997 Executive Deferred
                            Compensation Stock Option Plan.
  
           5       -        Opinion of Fulbright & Jaworski L.L.P.
  
           23.1    -        Consent of Coopers & Lybrand L.L.P.
  
           23.2    -        Consent of Fulbright & Jaworski L.L.P. (included in
                            Exhibit 5).
  
           24      -        Power of Attorney (included in signature page).