content: <PAGE>   1
  
  ================================================================================
  
                       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
                 NON-EMPLOYEE DIRECTORS' DEFERRED 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>
  =================================================================================================================
     <S>                                 <C>              <C>                 <C>                 <C>
                                                          Proposed Maximum     Proposed Maximum
           Title of Securities           Amount to be     Offering Price      Aggregate Offering      Amount of
             to be Registered             Registered         Per Share              Price         Registration Fee
  -----------------------------------------------------------------------------------------------------------------
     Non-Employee Directors' Deferred    $2,000,000(2)          100%            $2,000,000(2)          $606.06
     Compensation Plan Obligations of
         Schuller Corporation(1)
  -----------------------------------------------------------------------------------------------------------------
       Common Stock, $.01 par value       125,000(3)        $11.8125(4)         $1,476,563(4)          $447.44
  -----------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  The securities being registered are unsecured obligations of Schuller
       Corporation to pay deferred compensation in the future in accordance with
       the terms of the Schuller Corporation Non-Employee Directors' Deferred
       Compensation Plan (the "Plan").
  (2)  Estimated amount of compensation to be deferred by participants under the
       Plan.
  (3)  Number of shares of the Registrants' common stock authorized and reserved
       for issuance under the Plan.
  (4)  Estimated pursuant to Rule 457(h) under the Securities Act of 19933, 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 March 25, 1997.
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
             This Registration Statement relates to the registration of
  obligations of Schuller Corporation (the "Registrant") under the Schuller
  Corporation Non-Employee Directors' Deferred 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.
  
  
  
  
                                        1
  <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 31, 1997, pursuant to the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
             (b)   All other reports, if any, filed by the Registrant pursuant to
  Section 13(a) or 15(d) of the Exchange Act since December 31, 1996.
  
             (c)   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 Plan and
  the Common Stock issuable under the Plan 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 Schuller Corporation Non-Employee Directors' Deferred
  Compensation Plan 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 March 31, 1997.
  
  
                                           SCHULLER 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 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,                        March 31, 1997
  --------------------------------------     Chief Executive Officer, President
  Charles L. Henry                           and a Director
                                             (Principal Executive Officer)
  
  
  
  KENNETH L. JENSEN                          Senior Vice President and                     March 31, 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                                      March 31, 1997
  --------------------------------------
  Leo Benatar
  
  
  ROBERT A. FALISE                           Director                                      March 31, 1997
  --------------------------------------
  Robert A. Falise
  
  
  TODD GOODWIN                               Director                                      March 31, 1997
  --------------------------------------
  Todd Goodwin
  
  
  MICHAEL N. HAMMES                          Director                                      March 31, 1997
  --------------------------------------
  Michael N. Hammes
  
  
  JOHN NILS HANSON                           Director                                      March 31, 1997
  --------------------------------------
  John Nils Hanson
  
  
  KATHRYN R. HARRIGAN                        Director                                      March 31, 1997
  --------------------------------------
  Kathryn R. Harrigan
  
  
  LOUIS KLEIN, JR.                           Director                                      March 31, 1997
  --------------------------------------
  Louis Klein, Jr.
  
  
  FRANK J. MACCHIAROLA                       Director                                      March 31, 1997
  --------------------------------------
  Frank J. Macchiarola
  
  
  CHRISTIAN E. MARKEY, JR.                   Director                                      March 31, 1997
  --------------------------------------
  Christian E. Markey, Jr.
  
  
  WILLIAM E. MAYER, JR.                      Director                                      March 31, 1997
  --------------------------------------
  William E. Mayer
  </TABLE>
  
  
  
  
                                        6
  <PAGE>   8
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                         REGISTRATION STATEMENT ON FORM S-8
  
  
  <TABLE>
  <CAPTION>
  Exhibit                                                                                               Filed
    No.                    Description                      Incorporated Herein by Reference To        Herewith
  -------------------------------------------------------------------------------------------------------------
    <S>     <C>                                         <C>                                               <C>
    4.1     Amended and Restated Certificate of         Filed as an exhibit to the Registrant's
            Incorporation of Schuller Corporation       1995 Annual Report on Form 10-K filed
                                                        April 11, 1996, and incorporated herein
                                                        by reference.
  
    4.2     Amended and Restated By-Laws of Schuller    Filed as an exhibit to the Registrant's
            Corporation                                 1996 Annual Report on Form 10-K filed
                                                        March 31, 1997, and incorporated herein
                                                        by reference.
  
    4.3     Schuller Corporation Non-Employee                                                             X
            Directors' Deferred Compensation Plan
  
    5.1     Opinion of J. Scott Pusey, Senior                                                             X
            Attorney-Corporate of the Registrant,
            regarding the Plan obligations and shares
            of Common Stock registered pursuant to
            this Registration Statement
  
    23.1    Consent of Coopers & Lybrand L.L.P.                                                           X
  
    23.2    Consent of J. Scott Pusey (included in
            exhibit 5.1)
  
    24.1    Powers of Attorney (included on signature
            page)
  </TABLE>
  
  
  
  
                                        7
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text: 1
  
  ================================================================================
  
                       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
                 NON-EMPLOYEE DIRECTORS' DEFERRED 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              Price         Registration Fee
  -----------------------------------------------------------------------------------------------------------------
     Non-Employee Directors' Deferred    $2,000,000(2)          100%            $2,000,000(2)          $606.06
     Compensation Plan Obligations of
         Schuller Corporation(1)
  -----------------------------------------------------------------------------------------------------------------
       Common Stock, $.01 par value       125,000(3)        $11.8125(4)         $1,476,563(4)          $447.44
  -----------------------------------------------------------------------------------------------------------------
  (1)  The securities being registered are unsecured obligations of Schuller
       Corporation to pay deferred compensation in the future in accordance with
       the terms of the Schuller Corporation Non-Employee Directors' Deferred
       Compensation Plan (the "Plan").
  (2)  Estimated amount of compensation to be deferred by participants under the
       Plan.
  (3)  Number of shares of the Registrants' common stock authorized and reserved
       for issuance under the Plan.
  (4)  Estimated pursuant to Rule 457(h) under the Securities Act of 19933, 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 March 25, 1997.
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
             This Registration Statement relates to the registration of
  obligations of Schuller Corporation (the "Registrant") under the Schuller
  Corporation Non-Employee Directors' Deferred 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.
  
                                        1
  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 31, 1997, pursuant to the
  Securities Exchange Act of 1934, as amended (the "Exchange Act").
  
             (b)   All other reports, if any, filed by the Registrant pursuant to
  Section 13(a) or 15(d) of the Exchange Act since December 31, 1996.
  
             (c)   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 Plan and
  the Common Stock issuable under the Plan 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 Schuller Corporation Non-Employee Directors' Deferred
  Compensation Plan 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 March 31, 1997.
  
                                           SCHULLER 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 by the following persons in the
  capacities and on the dates indicated:
  Signatures                               Title                                         Date
              ----------                               -----                                         ----
  CHARLES L. HENRY                           Chairman of the Board,                        March 31, 1997
  --------------------------------------     Chief Executive Officer, President
  Charles L. Henry                           and a Director
                                             (Principal Executive Officer)
  
  KENNETH L. JENSEN                          Senior Vice President and                     March 31, 1997
  --------------------------------------     Chief Financial Officer
  Kenneth L. Jensen                          (Principal Accounting and
                                             Financial Officer)
  5
  7
  Signatures                               Title                                         Date
              ----------                               -----                                         ----
  LEO BENATAR                                Director                                      March 31, 1997
  --------------------------------------
  Leo Benatar
  
  ROBERT A. FALISE                           Director                                      March 31, 1997
  --------------------------------------
  Robert A. Falise
  
  TODD GOODWIN                               Director                                      March 31, 1997
  --------------------------------------
  Todd Goodwin
  
  MICHAEL N. HAMMES                          Director                                      March 31, 1997
  --------------------------------------
  Michael N. Hammes
  
  JOHN NILS HANSON                           Director                                      March 31, 1997
  --------------------------------------
  John Nils Hanson
  
  KATHRYN R. HARRIGAN                        Director                                      March 31, 1997
  --------------------------------------
  Kathryn R. Harrigan
  
  LOUIS KLEIN, JR.                           Director                                      March 31, 1997
  --------------------------------------
  Louis Klein, Jr.
  
  FRANK J. MACCHIAROLA                       Director                                      March 31, 1997
  --------------------------------------
  Frank J. Macchiarola
  
  CHRISTIAN E. MARKEY, JR.                   Director                                      March 31, 1997
  --------------------------------------
  Christian E. Markey, Jr.
  
  WILLIAM E. MAYER, JR.                      Director                                      March 31, 1997
  --------------------------------------
  William E. Mayer
  6
  8
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                         REGISTRATION STATEMENT ON FORM S-8
  Exhibit                                                                                               Filed
    No.                    Description                      Incorporated Herein by Reference To        Herewith
  -------------------------------------------------------------------------------------------------------------
  4.1     Amended and Restated Certificate of         Filed as an exhibit to the Registrant's
            Incorporation of Schuller Corporation       1995 Annual Report on Form 10-K filed
                                                        April 11, 1996, and incorporated herein
                                                        by reference.
  
    4.2     Amended and Restated By-Laws of Schuller    Filed as an exhibit to the Registrant's
            Corporation                                 1996 Annual Report on Form 10-K filed
                                                        March 31, 1997, and incorporated herein
                                                        by reference.
  
    4.3     Schuller Corporation Non-Employee                                                             X
            Directors' Deferred Compensation Plan
  
    5.1     Opinion of J. Scott Pusey, Senior                                                             X
            Attorney-Corporate of the Registrant,
            regarding the Plan obligations and shares
            of Common Stock registered pursuant to
            this Registration Statement
  
    23.1    Consent of Coopers & Lybrand L.L.P.                                                           X
  
    23.2    Consent of J. Scott Pusey (included in
            exhibit 5.1)
  
    24.1    Powers of Attorney (included on signature
            page)
  7