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 EXECUTIVE INCENTIVE COMPENSATION 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>
  <CAPTION>
  =======================================================================================================================
                                                        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       8,980,325(2)           $10.125                 $90,925,791             $7,048.51
  =======================================================================================================================
  </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.
  (2)  Includes 2,080,325 shares of Registrant's common stock registered pursuant
       to Registrant's Registration Statement on Form S-8, Registration No.
       33-29389, for issuance pursuant to the Manville Corporation Stock
       Incentive Plan.
  
  
  
  ================================================================================
  
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
             This Registration Statement relates to the registration of 8,980,325
  shares of common stock, $.01 par value, of Schuller Corporation (the "Common
  Stock") to be awarded under the Schuller Corporation 1996 Executive Incentive
  Compensation 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 1996 EICP 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:
  
  <TABLE>
  <CAPTION>
              Signatures                               Title                                         Date
              ----------                               -----                                         ----
  <S>                                        <C>                                                <C>
  /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
  </TABLE>
  
  
  
  
  
                                         6
  
  <PAGE>   7
  <TABLE>
  <CAPTION>
              Signatures                               Title                                         Date
              ----------                               -----                                         ----
  <S>                                        <C>                                                <C>
                      *                      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
  </TABLE>
  
  
  
  
  
                                         7
  <PAGE>   8
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  
  
  <TABLE>
  <CAPTION>
   Exhibit                                          Incorporated Herein by                              Sequential
     No.                Description                      Reference To               Filed Herewith       Page No.
  - ----------------------------------------------------------------------------------------------------------------
     <S>     <C>                                <C>                                 <C>                 <C>
     4.1     Amended and Restated Certificate   Filed as an exhibit to the
             of Incorporation of Schuller       Registrant's Form 10-K for the
             Corporation                        year ended December 31, 1995
  
  
     4.2     Amended and Restated By-Laws of    Filed as an exhibit to
             Schuller Corporation               Registrant's 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": 18472}]
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": "333-06375", "film-number": "96583430"}, "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 EXECUTIVE INCENTIVE COMPENSATION 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       8,980,325(2)           $10.125                 $90,925,791             $7,048.51
  =======================================================================================================================
  (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)  Includes 2,080,325 shares of Registrant's common stock registered pursuant
       to Registrant's Registration Statement on Form S-8, Registration No.
       33-29389, for issuance pursuant to the Manville Corporation Stock
       Incentive Plan.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
             This Registration Statement relates to the registration of 8,980,325
  shares of common stock, $.01 par value, of Schuller Corporation (the "Common
  Stock") to be awarded under the Schuller Corporation 1996 Executive Incentive
  Compensation 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 1996 EICP 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
  Exhibit                                          Incorporated Herein by                              Sequential
     No.                Description                      Reference To               Filed Herewith       Page No.
  - ----------------------------------------------------------------------------------------------------------------
  4.1     Amended and Restated Certificate   Filed as an exhibit to the
             of Incorporation of Schuller       Registrant's Form 10-K for the
             Corporation                        year ended December 31, 1995
  
     4.2     Amended and Restated By-Laws of    Filed as an exhibit to
             Schuller Corporation               Registrant's 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