content: <PAGE>   1
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                             ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                             ----------------------
  
                           JOHNS MANVILLE 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)
  
                             ----------------------
  
                        JOHNS MANVILLE EMPLOYEES 401(k) PLAN
                    JOHNS MANVILLE HOURLY EMPLOYEES 401(k) PLAN
                  JOHNS MANVILLE CORPORATION 1996 STOCK AWARD PLAN
                      JM EMPLOYEES DIRECT STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                             ----------------------
  
                             RICHARD B. VON WALD, ESQ.
                            JOHNS MANVILLE 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>
  <CAPTION>
  ====================================================================================================================
                                                              Proposed Maximum     Proposed Maximum       Amount of
               Title of Securities           Amount to be     Offering Price      Aggregate Offering    Registration
                 to be Registered             Registered         Per Share               Price               Fee
  --------------------------------------------------------------------------------------------------------------------
           <S>                               <C>                <C>                 <C>                  <C>
           Common Stock, $.01 par value      5,300,000 (1)      $11.625 (2)         $61,776,800 (2)      $ 18,720.24
  ====================================================================================================================
  </TABLE>
  
  (1)  Total number of shares of the Registrants' common stock authorized and
       reserved for issuance under the Plans.
  (2)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended, 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 July 8, 1997.
  
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
             This Registration Statement relates to the registration of
  obligations of Johns Manville Corporation (the "Registrant") under the Johns
  Manville Employees 401(k) Plan and the Johns Manville Hourly Employees 401(k)
  Plan (the "401(k) Plans") and to the registration of shares of common stock,
  $.01 par value per share, of the Registrant ("Common Stock") issuable pursuant
  to the 401(k) Plans and pursuant to the Johns Manville Corporation 1996 Stock
  Award Plan and the JM Employees Direct Stock Purchase Plan (such plans,
  together with the 401(k) Plans, being collectively referred to herein as the
  "Plans").  The documents containing the information required by Part I of Form
  S-8 will be sent or given to participants in the Plans 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.
  <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, 1996, filed with the Commission on March 28, 1997, 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, 1997, filed with the Commission on May 8, 1997, pursuant to 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 March 31, 1997.
  
             (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 obligations of the Registrant under the Plans
  and the Common Stock issuable under the Plans has been passed upon for
  Registrant by J. Scott Pusey, Esq., Senior Attorney - Corporate of Registrant.
  
  
  
                                        2
  <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.
  
  
  
                                        3
  <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.
  
  
  
                                        4
  <PAGE>   6
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Charles L. Henry and Richard B. Von Wald
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his or her name, place
  and stead, in any and all capacities, to sign the Registration Statement on
  Form S-8 relating to the Plans and any and all amendments (including
  post-effective amendments), and to file the same with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission granting unto said attorneys-in-fact and agents, and each 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 might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them or their
  or his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                     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 July 9, 1997.
  
                                           JOHNS MANVILLE CORPORATION
  
  
  
                                           By:  RICHARD B. VON WALD          
                                               ----------------------------------
                                                   Richard B. Von Wald
                                                   Executive Vice President,
                                                   General Counsel and Secretary
  
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed below on behalf of the Registrant by the
  following persons in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
              Signatures                     Title                              Date
              ----------                     -----                              ----
  <S>                              <C>                                     <C>
     CHARLES L. HENRY              Chairman of the Board,                  July 9, 1997
  ------------------------------   Chief Executive Officer, President                  
     Charles L. Henry              and a Director                        
                                   (Principal Executive Officer)         
                                                                         
                                                                         
                                                                         
     KENNETH L. JENSEN             Senior Vice President and               July 9, 1997
  ------------------------------   Chief Financial Officer                             
     Kenneth L. Jensen             (Principal Accounting and             
                                   Financial Officer)                    
                                                                         
  </TABLE>
  
  
  
                                        5
  <PAGE>   7
  <TABLE>
  <CAPTION>
              Signatures                               Title           Date
              ----------                               -----           ----
  <S>                                        <C>                   <C>
     LEO BENATAR                            Director              July 9, 1997
  --------------------------------------                                       
     Leo Benatar                                               
                                                               
                                                               
     ROBERT FALISE                          Director              July 9, 1997
  --------------------------------------                                       
     Robert A. Falise                                          
                                                               
                                                                 
     TODD GOODWIN                           Director              July 9, 1997
  --------------------------------------                                       
     Todd Goodwin                                              
                                                               
                                                               
     MICHAEL N. HAMMES                      Director              July 9, 1997
  --------------------------------------                                       
     Michael N. Hammes                                         
                                                               
                                                               
     KATHRYN R. HARRIGAN                    Director              July 9, 1997
  --------------------------------------                                       
     Kathryn R. Harrigan                                       
                                                               
                                                               
     LOUIS KLEIN, JR.                       Director              July 9, 1997
  --------------------------------------                                       
     Louis Klein, Jr.                                          
                                                               
                                                               
     FRANK J. MACCHIAROLA                   Director              July 9, 1997
  --------------------------------------                                       
     Frank J. Macchiarola                                      
                                                               
                                                               
     CHRISTIAN E. MARKEY, JR.               Director              July 9, 1997
  --------------------------------------                                       
     Christian E. Markey, Jr.                                  
                                                               
                                                               
     WILLIAM E. MAYER                       Director              July 9, 1997
  --------------------------------------                                       
     William E. Mayer                                          
  </TABLE>
  
  
  
                                        6
  <PAGE>   8
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed below by the trustees (or other persons
  who administer the Johns Manville Employees 401(k) Plan and the Johns Manville
  Hourly Employees 401(k) Plan) on behalf of the Johns Manville Employees 401(k)
  Plan and the Johns Manville Hourly Employees 401(k) Plan in the capacities and
  on the dates indicated:
  
  <TABLE>
  <CAPTION>
              Signatures                    Title                          Date
              ----------                    -----                          ----
  <S>                             <C>                                 <C>
     ANN J. HENLEY               Chairman, Retirement Committee      July 9, 1997
  ---------------------------                                        
     Ann J. Henley                                                 
                                                                  
                                                                  
     MARY K. RHINEHART           Retirement Committee                July 9, 1997
  ---------------------------                                        
     Mary K. Rhinehart                                             
                                                                  
                                                                  
     KENNETH L. JENSEN           Retirement Committee                July 9, 1997
  ---------------------------                                        
     Kenneth L. Jensen                                             
                                                                  
                                                                  
     MICHAEL R. HARRISON         Retirement Committee                July 9, 1997
  ---------------------------                                       
     Michael R. Harrison                                           
                                                                  
                                                                  
     WAYNE O. JACKSON            Retirement Committee                July 9, 1997
  ---------------------------                                     
     Wayne O. Jackson                                                  
  </TABLE>
  
  
  
                                        7
  <PAGE>   9
                             JOHNS MANVILLE CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                         REGISTRATION STATEMENT ON FORM S-8
  
  
  <TABLE>
  <CAPTION>
          Exhibit No.                                  Description
  ------------------------------------------------------------------------------------------
             <S>               <C>
              5.1              Opinion of J. Scott Pusey, Senior Attorney-Corporate of the
                               Registrant, regarding the Plans and shares of Common Stock
                               registered pursuant to this Registration Statement
                        
             23.1              Consent of Coopers & Lybrand L.L.P.
                        
             23.2              Consent of J. Scott Pusey (included in exhibit 5.1)
                        
             24.1              Powers of Attorney (included in signature page)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22130}]
metadata_filer: {"company-data": {"conformed-name": "JOHNS MANVILLE CORP /NEW/", "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": "333-31007", "film-number": "97638786"}, "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": "SCHULLER CORP", "date-changed": "19960409"}, {"former-conformed-name": "MANVILLE CORP", "date-changed": "19920703"}]}
text: 1
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                             ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                             ----------------------
  
                           JOHNS MANVILLE 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)
  
                             ----------------------
  
                        JOHNS MANVILLE EMPLOYEES 401(k) PLAN
                    JOHNS MANVILLE HOURLY EMPLOYEES 401(k) PLAN
                  JOHNS MANVILLE CORPORATION 1996 STOCK AWARD PLAN
                      JM EMPLOYEES DIRECT STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                             ----------------------
  
                             RICHARD B. VON WALD, ESQ.
                            JOHNS MANVILLE 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       Amount of
               Title of Securities           Amount to be     Offering Price      Aggregate Offering    Registration
                 to be Registered             Registered         Per Share               Price               Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value      5,300,000 (1)      $11.625 (2)         $61,776,800 (2)      $ 18,720.24
  ====================================================================================================================
  (1)  Total number of shares of the Registrants' common stock authorized and
       reserved for issuance under the Plans.
  (2)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended, 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 July 8, 1997.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
             This Registration Statement relates to the registration of
  obligations of Johns Manville Corporation (the "Registrant") under the Johns
  Manville Employees 401(k) Plan and the Johns Manville Hourly Employees 401(k)
  Plan (the "401(k) Plans") and to the registration of shares of common stock,
  $.01 par value per share, of the Registrant ("Common Stock") issuable pursuant
  to the 401(k) Plans and pursuant to the Johns Manville Corporation 1996 Stock
  Award Plan and the JM Employees Direct Stock Purchase Plan (such plans,
  together with the 401(k) Plans, being collectively referred to herein as the
  "Plans").  The documents containing the information required by Part I of Form
  S-8 will be sent or given to participants in the Plans 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.
  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, 1996, filed with the Commission on March 28, 1997, 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, 1997, filed with the Commission on May 8, 1997, pursuant to 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 March 31, 1997.
  
             (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 obligations of the Registrant under the Plans
  and the Common Stock issuable under the Plans has been passed upon for
  Registrant by J. Scott Pusey, Esq., Senior Attorney - Corporate of Registrant.
  
                                        2
  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.
  
                                        3
  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.
  
                                        4
  6
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Charles L. Henry and Richard B. Von Wald
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his or her name, place
  and stead, in any and all capacities, to sign the Registration Statement on
  Form S-8 relating to the Plans and any and all amendments (including
  post-effective amendments), and to file the same with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission granting unto said attorneys-in-fact and agents, and each 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 might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them or their
  or his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                     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 July 9, 1997.
  
                                           JOHNS MANVILLE CORPORATION
  
                                           By:  RICHARD B. VON WALD          
                                               ----------------------------------
                                                   Richard B. Von Wald
                                                   Executive Vice President,
                                                   General Counsel and Secretary
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed below on behalf of the Registrant by the
  following persons in the capacities and on the dates indicated:
  Signatures                     Title                              Date
              ----------                     -----                              ----
  CHARLES L. HENRY              Chairman of the Board,                  July 9, 1997
  ------------------------------   Chief Executive Officer, President                  
     Charles L. Henry              and a Director                        
                                   (Principal Executive Officer)         
                                                                         
                                                                         
                                                                         
     KENNETH L. JENSEN             Senior Vice President and               July 9, 1997
  ------------------------------   Chief Financial Officer                             
     Kenneth L. Jensen             (Principal Accounting and             
                                   Financial Officer)
  5
  7
  Signatures                               Title           Date
              ----------                               -----           ----
  LEO BENATAR                            Director              July 9, 1997
  --------------------------------------                                       
     Leo Benatar                                               
                                                               
                                                               
     ROBERT FALISE                          Director              July 9, 1997
  --------------------------------------                                       
     Robert A. Falise                                          
                                                               
                                                                 
     TODD GOODWIN                           Director              July 9, 1997
  --------------------------------------                                       
     Todd Goodwin                                              
                                                               
                                                               
     MICHAEL N. HAMMES                      Director              July 9, 1997
  --------------------------------------                                       
     Michael N. Hammes                                         
                                                               
                                                               
     KATHRYN R. HARRIGAN                    Director              July 9, 1997
  --------------------------------------                                       
     Kathryn R. Harrigan                                       
                                                               
                                                               
     LOUIS KLEIN, JR.                       Director              July 9, 1997
  --------------------------------------                                       
     Louis Klein, Jr.                                          
                                                               
                                                               
     FRANK J. MACCHIAROLA                   Director              July 9, 1997
  --------------------------------------                                       
     Frank J. Macchiarola                                      
                                                               
                                                               
     CHRISTIAN E. MARKEY, JR.               Director              July 9, 1997
  --------------------------------------                                       
     Christian E. Markey, Jr.                                  
                                                               
                                                               
     WILLIAM E. MAYER                       Director              July 9, 1997
  --------------------------------------                                       
     William E. Mayer
  6
  8
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed below by the trustees (or other persons
  who administer the Johns Manville Employees 401(k) Plan and the Johns Manville
  Hourly Employees 401(k) Plan) on behalf of the Johns Manville Employees 401(k)
  Plan and the Johns Manville Hourly Employees 401(k) Plan in the capacities and
  on the dates indicated:
  Signatures                    Title                          Date
              ----------                    -----                          ----
  ANN J. HENLEY               Chairman, Retirement Committee      July 9, 1997
  ---------------------------                                        
     Ann J. Henley                                                 
                                                                  
                                                                  
     MARY K. RHINEHART           Retirement Committee                July 9, 1997
  ---------------------------                                        
     Mary K. Rhinehart                                             
                                                                  
                                                                  
     KENNETH L. JENSEN           Retirement Committee                July 9, 1997
  ---------------------------                                        
     Kenneth L. Jensen                                             
                                                                  
                                                                  
     MICHAEL R. HARRISON         Retirement Committee                July 9, 1997
  ---------------------------                                       
     Michael R. Harrison                                           
                                                                  
                                                                  
     WAYNE O. JACKSON            Retirement Committee                July 9, 1997
  ---------------------------                                     
     Wayne O. Jackson
  7
  9
                             JOHNS MANVILLE CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                         REGISTRATION STATEMENT ON FORM S-8
  Exhibit No.                                  Description
  ------------------------------------------------------------------------------------------
  5.1              Opinion of J. Scott Pusey, Senior Attorney-Corporate of the
                               Registrant, regarding the Plans and shares of Common Stock
                               registered pursuant to this Registration Statement
                        
             23.1              Consent of Coopers & Lybrand L.L.P.
                        
             23.2              Consent of J. Scott Pusey (included in exhibit 5.1)
                        
             24.1              Powers of Attorney (included in signature page)