content: <PAGE>   1
       As filed with the Securities and Exchange Commission on June 19, 1996
                                                    Registration No. 333-_________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    ____________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                    ____________
                                SCHULLER CORPORATION
               (Exact name of Registrant as specified in its charter)
  
  
                  DELAWARE                                84-0856796            
         (State or other jurisdiction                  (I.R.S. Employer        
        of incorporation or organization)              Identification No.)     
  
                                  717 17TH STREET
                              DENVER, COLORADO  80202
                                   (303) 978-2000
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
                                    ___________
                                SCHULLER CORPORATION
                               1996 STOCK AWARD PLAN
                              (Full title of the plan)
                                    ___________
  
                             RICHARD B. VON WALD, ESQ.
                                SCHULLER CORPORATION
                                  717 17TH STREET
                              DENVER, COLORADO  80202
                                TEL: (303) 978-2000
                                FAX: (303) 978-4842
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
                                    ___________
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  ====================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
      Title of Securities          Amount to be          Offering Price        Aggregate Offering        Amount of
        to be Registered           Registered              Per Share(1)            Price(1)           Registration Fee
  - --------------------------------------------------------------------------------------------------------------------
  <S>                              <C>                   <C>                   <C>                    <C>
  Common Stock, $.01 par value       1,000,000               $10.125              $10,125,000             $784.88
  ====================================================================================================================
  </TABLE>
  
  (1)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended (the "Securities Act"), solely for the purpose of calculating the
       registration fee, and based on the average of the high and low sales
       prices for the Registrant's common stock as reported on the New York Stock
       Exchange on June 12, 1996.
  
  
  
  ================================================================================
  
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
       This Registration Statement relates to the registration of 1,000,000
  shares of common stock, $.01 par value, of Schuller Corporation (the "Common
  Stock") to be awarded under the Schuller Corporation 1996 Stock Award Plan (the
  "Plan").  The documents containing the information required by Part I of Form
  S-8 will be sent or given to participants in the Plan as specified by Rule
  428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
  In reliance on Rule 428, such documents (i) are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 and (ii) along with the documents incorporated by reference into this
  Registration Statement pursuant to Item 3 of Part II hereof, constitute a
  prospectus (the "Prospectus") that meets the requirements of Section 10(a) of
  the Securities Act.
  
  
                                         2
  
  <PAGE>   3
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by Registrant with the Commission are hereby
  incorporated by reference into this Registration Statement.
  
       (a) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1995, filed with the Commission on April 11, 1996, pursuant to the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
       (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1996, filed with the Commission on May 15, 1996, pursuant to Section
  13(a) of the Exchange Act.
  
       (c) All other reports, if any, filed by the Registrant pursuant to Section
  13(a) or 15(d) of the Exchange Act since December 31, 1995.
  
       (d) The description of the Registrant's Common Stock contained in the
  Registrant's Registration Statement on Form 8-A/A Amendment No. 2, filed with
  the Commission on June 19, 1996, pursuant to Section 12 of the Exchange Act,
  and any amendment or reports, filed for the purpose of updating such
  description.
  
       All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered hereby have been sold or which deregisters all securities then
  remaining unsold, shall be deemed incorporated by reference into this
  Registration Statement and to be a part thereof from the date of the filing of
  such documents.  Any statement contained in the Prospectus, this Registration
  Statement or in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  the Prospectus and this Registration Statement to the extent that a statement
  contained in any subsequently filed document that also is or is deemed to be
  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 the Prospectus or this Registration
  Statement.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
  
       The validity of the Common Stock issuable under the Plan has been passed
  upon for Registrant by Dion Persson, Esq., Associate General Counsel of
  Registrant.  At June 18, 1996, Mr. Persson owned 1,510 shares of Common Stock
  and had options and deferred stock granted under Registrant's employee stock
  plans relating to 88,810 shares of Common Stock.
  
  
                                         3
  
  <PAGE>   4
  
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Amended and Restated Bylaws of the Registrant require the Registrant
  to indemnify its directors and officers to the fullest extent permitted by
  Delaware law.  In addition, the Registrant's employment agreements with
  management employees require the Registrant to indemnify such employees to the
  fullest extent permitted by Delaware law.  The Registrant also has obtained
  insurance policies which provide coverage for the Registrant's directors and
  officers in certain situations where the Registrant cannot directly indemnify
  such directors and officers.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  LIST OF EXHIBITS.
  
  
  
       See the Exhibit Index following the signature page in this Registration
  Statement, which Exhibit Index is incorporated herein by this reference.
  
  
   ITEM 9.  UNDERTAKINGS.
  
       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 this 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 this
  Registration Statement;
  
      (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement or any
  material change to such information in this Registration Statement;
  
  provided, however, that provisions (1)(i) and (1)(ii) of this undertaking are
  inapplicable if the information required to be included in a post-effective
  amendment by such provisions are contained in periodic reports filed with or
  furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
  of the Exchange Act that are incorporated by reference in this 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.
  
  
                                         4
  
  <PAGE>   5
  
  
       4. 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
  15(d) of the Exchange Act (and each filing of the Plan's annual report pursuant
  to Section 15(d) of the Exchange Act) that is incorporated by reference in this
  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.
  
       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.
  
  
  
                                         5
  
  <PAGE>   6
  
  
                                     SIGNATURES
  
       Pursuant to the requirement 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 Denver, State of Colorado on June 19, 1996.
  
  
                                   SCHULLER CORPORATION                    
                                                                           
                                                                           
                                                                           
                                   By: /s/ W. Thomas Stephens              
                                      ------------------------------------------
                                           W. Thomas Stephens                    
                                           Chief Executive Officer and President 
  
  
       Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  
  
        SIGNATURES                       TITLE                         DATE
  - ------------------------  ----------------------------------     -------------
  
  
  /s/ W. Thomas Stephens    Chief Executive Officer, President     June 19, 1996
  - ------------------------  and a Director                 
      W. Thomas Stephens    (Principal Executive Officer)    
  
  
           *                Senior Vice President and              June 19, 1996 
  - ------------------------  Chief Financial Officer   
  Kenneth L. Jensen         (Chief Financial Officer)          
                                                             
  
  
           *                Controller                             June 19, 1996
  - ------------------------
  John M. Rosebery
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Leo Benatar
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Robert A. Falise
  
  
  
  
                                         6
  
  <PAGE>   7
  
        SIGNATURES                     TITLE                         DATE
  - ------------------------  ----------------------------------     -------------
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Todd Goodwin
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Michael N. Hammes
  
  
           *                Director                               June 19, 1996
  - ------------------------
  John Nils Hanson
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Kathryn Rudie Harrigan
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Louis Klein, Jr.
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Frank J. Macchiarola
  
  
           *                Director                               June 19, 1996
  - ------------------------
  Christian E. Markey, Jr.
  
  
                            Director                              
  - ------------------------
  William E. Mayer
  
  
  
  *By: /s/ Richard B. Von Wald
  - ----------------------------
           Richard B. Von Wald
           Attorney-in-Fact
  
  
  
                                         7
  <PAGE>   8
  
  
  
  
  
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  
  
  
  <TABLE>
  <CAPTION>
                                             Incorporated Herein
  Exhibit No.          Description           by Reference To       Filed Herewith  Sequential Page No.
  - -----------  ----------------------------  --------------------  --------------  -------------------
  <S>          <C>                           <C>                   <C>             <C>
      4.1      Amended and Restated          Filed as an exhibit
               Certificate of                to the Registrant's
               Incorporation of Schuller     Form 10-K for the
               Corporation                   year ended December
                                             31, 1995
  
      4.2      Amended and Restated          Filed as an exhibit
               By-Laws of Schuller           to Registrant's
               Corporation                   Form 10-Q for the
                                             quarter ended March
                                             31, 1995
  
      4.3      Schuller Corporation 1996                                 X
               Executive Incentive
               Compensation Plan
  
      5.1      Opinion of Dion Persson                                   X
               regarding the legality of
               the shares registered
               pursuant to this
               Registration Statement
  
      15       Letter of Coopers & Lybrand L.L.P.                        X
               regarding Registrant's
               unaudited interim financial
               statements
  
     23.1      Consent of Coopers & Lybrand L.L.P.                       X
  
     23.2      Consent of Dion Persson
               (included in exhibit 5.1)
  
     24.1      Powers of Attorney                                        X
  </TABLE>
  
  
                                         8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17243}]
metadata_filer: {"company-data": {"conformed-name": "SCHULLER CORP", "cik": "0000355473", "assigned-sic": "3290", "irs-number": "840856796", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06313", "film-number": "96583120"}, "business-address": {"street1": "717 17TH ST", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3039782000"}, "mail-address": {"street1": "PO BOX 5108", "city": "DENVER", "state": "CO", "zip": "80217-5108"}, "former-company": {"former-conformed-name": "MANVILLE CORP", "date-changed": "19920703"}}
text: 1
       As filed with the Securities and Exchange Commission on June 19, 1996
                                                    Registration No. 333-_________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    ____________
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                    ____________
                                SCHULLER CORPORATION
               (Exact name of Registrant as specified in its charter)
  
                  DELAWARE                                84-0856796            
         (State or other jurisdiction                  (I.R.S. Employer        
        of incorporation or organization)              Identification No.)     
  
                                  717 17TH STREET
                              DENVER, COLORADO  80202
                                   (303) 978-2000
      (Address, including zip code, and telephone number, including area code,
                    of Registrant's principal executive offices)
                                    ___________
                                SCHULLER CORPORATION
                               1996 STOCK AWARD PLAN
                              (Full title of the plan)
                                    ___________
  
                             RICHARD B. VON WALD, ESQ.
                                SCHULLER CORPORATION
                                  717 17TH STREET
                              DENVER, COLORADO  80202
                                TEL: (303) 978-2000
                                FAX: (303) 978-4842
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
                                    ___________
  
                          CALCULATION OF REGISTRATION FEE
  
  ====================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
      Title of Securities          Amount to be          Offering Price        Aggregate Offering        Amount of
        to be Registered           Registered              Per Share(1)            Price(1)           Registration Fee
  - --------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value       1,000,000               $10.125              $10,125,000             $784.88
  ====================================================================================================================
  (1)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended (the "Securities Act"), solely for the purpose of calculating the
       registration fee, and based on the average of the high and low sales
       prices for the Registrant's common stock as reported on the New York Stock
       Exchange on June 12, 1996.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       This Registration Statement relates to the registration of 1,000,000
  shares of common stock, $.01 par value, of Schuller Corporation (the "Common
  Stock") to be awarded under the Schuller Corporation 1996 Stock Award Plan (the
  "Plan").  The documents containing the information required by Part I of Form
  S-8 will be sent or given to participants in the Plan as specified by Rule
  428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
  In reliance on Rule 428, such documents (i) are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 and (ii) along with the documents incorporated by reference into this
  Registration Statement pursuant to Item 3 of Part II hereof, constitute a
  prospectus (the "Prospectus") that meets the requirements of Section 10(a) of
  the Securities Act.
  
                                         2
  3
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by Registrant with the Commission are hereby
  incorporated by reference into this Registration Statement.
  
       (a) The Registrant's Annual Report on Form 10-K for the year ended
  December 31, 1995, filed with the Commission on April 11, 1996, pursuant to the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
       (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1996, filed with the Commission on May 15, 1996, pursuant to Section
  13(a) of the Exchange Act.
  
       (c) All other reports, if any, filed by the Registrant pursuant to Section
  13(a) or 15(d) of the Exchange Act since December 31, 1995.
  
       (d) The description of the Registrant's Common Stock contained in the
  Registrant's Registration Statement on Form 8-A/A Amendment No. 2, filed with
  the Commission on June 19, 1996, pursuant to Section 12 of the Exchange Act,
  and any amendment or reports, filed for the purpose of updating such
  description.
  
       All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered hereby have been sold or which deregisters all securities then
  remaining unsold, shall be deemed incorporated by reference into this
  Registration Statement and to be a part thereof from the date of the filing of
  such documents.  Any statement contained in the Prospectus, this Registration
  Statement or in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  the Prospectus and this Registration Statement to the extent that a statement
  contained in any subsequently filed document that also is or is deemed to be
  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 the Prospectus or this Registration
  Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
       The validity of the Common Stock issuable under the Plan has been passed
  upon for Registrant by Dion Persson, Esq., Associate General Counsel of
  Registrant.  At June 18, 1996, Mr. Persson owned 1,510 shares of Common Stock
  and had options and deferred stock granted under Registrant's employee stock
  plans relating to 88,810 shares of Common Stock.
  
                                         3
  4
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Amended and Restated Bylaws of the Registrant require the Registrant
  to indemnify its directors and officers to the fullest extent permitted by
  Delaware law.  In addition, the Registrant's employment agreements with
  management employees require the Registrant to indemnify such employees to the
  fullest extent permitted by Delaware law.  The Registrant also has obtained
  insurance policies which provide coverage for the Registrant's directors and
  officers in certain situations where the Registrant cannot directly indemnify
  such directors and officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  LIST OF EXHIBITS.
  
       See the Exhibit Index following the signature page in this Registration
  Statement, which Exhibit Index is incorporated herein by this reference.
  
   ITEM 9.  UNDERTAKINGS.
  
       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 this 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 this
  Registration Statement;
  
      (iii) To include any material information with respect to the plan of
  distribution not previously disclosed in this Registration Statement or any
  material change to such information in this Registration Statement;
  
  provided, however, that provisions (1)(i) and (1)(ii) of this undertaking are
  inapplicable if the information required to be included in a post-effective
  amendment by such provisions are contained in periodic reports filed with or
  furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
  of the Exchange Act that are incorporated by reference in this 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.
  
                                         4
  5
  
       4. 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
  15(d) of the Exchange Act (and each filing of the Plan's annual report pursuant
  to Section 15(d) of the Exchange Act) that is incorporated by reference in this
  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.
  
       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.
  
                                         5
  6
  
                                     SIGNATURES
  
       Pursuant to the requirement 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 Denver, State of Colorado on June 19, 1996.
  
                                   SCHULLER CORPORATION                    
                                                                           
                                                                           
                                                                           
                                   By: /s/ W. Thomas Stephens              
                                      ------------------------------------------
                                           W. Thomas Stephens                    
                                           Chief Executive Officer and President 
  
       Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  
        SIGNATURES                       TITLE                         DATE
  - ------------------------  ----------------------------------     -------------
  
  /s/ W. Thomas Stephens    Chief Executive Officer, President     June 19, 1996
  - ------------------------  and a Director                 
      W. Thomas Stephens    (Principal Executive Officer)    
  
           *                Senior Vice President and              June 19, 1996 
  - ------------------------  Chief Financial Officer   
  Kenneth L. Jensen         (Chief Financial Officer)          
                                                             
  
           *                Controller                             June 19, 1996
  - ------------------------
  John M. Rosebery
  
           *                Director                               June 19, 1996
  - ------------------------
  Leo Benatar
  
           *                Director                               June 19, 1996
  - ------------------------
  Robert A. Falise
  
                                         6
  7
  
        SIGNATURES                     TITLE                         DATE
  - ------------------------  ----------------------------------     -------------
  
           *                Director                               June 19, 1996
  - ------------------------
  Todd Goodwin
  
           *                Director                               June 19, 1996
  - ------------------------
  Michael N. Hammes
  
           *                Director                               June 19, 1996
  - ------------------------
  John Nils Hanson
  
           *                Director                               June 19, 1996
  - ------------------------
  Kathryn Rudie Harrigan
  
           *                Director                               June 19, 1996
  - ------------------------
  Louis Klein, Jr.
  
           *                Director                               June 19, 1996
  - ------------------------
  Frank J. Macchiarola
  
           *                Director                               June 19, 1996
  - ------------------------
  Christian E. Markey, Jr.
  
                            Director                              
  - ------------------------
  William E. Mayer
  
  *By: /s/ Richard B. Von Wald
  - ----------------------------
           Richard B. Von Wald
           Attorney-in-Fact
  
                                         7
  8
  
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  Incorporated Herein
  Exhibit No.          Description           by Reference To       Filed Herewith  Sequential Page No.
  - -----------  ----------------------------  --------------------  --------------  -------------------
  4.1      Amended and Restated          Filed as an exhibit
               Certificate of                to the Registrant's
               Incorporation of Schuller     Form 10-K for the
               Corporation                   year ended December
                                             31, 1995
  
      4.2      Amended and Restated          Filed as an exhibit
               By-Laws of Schuller           to Registrant's
               Corporation                   Form 10-Q for the
                                             quarter ended March
                                             31, 1995
  
      4.3      Schuller Corporation 1996                                 X
               Executive Incentive
               Compensation Plan
  
      5.1      Opinion of Dion Persson                                   X
               regarding the legality of
               the shares registered
               pursuant to this
               Registration Statement
  
      15       Letter of Coopers & Lybrand L.L.P.                        X
               regarding Registrant's
               unaudited interim financial
               statements
  
     23.1      Consent of Coopers & Lybrand L.L.P.                       X
  
     23.2      Consent of Dion Persson
               (included in exhibit 5.1)
  
     24.1      Powers of Attorney                                        X
  8