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)
  
  <TABLE>
               <S>                                <C>
                         DELAWARE                   84-0856796
                (State or other jurisdiction      (I.R.S. Employer
               of incorporation or organization)  Identification No.)
  </TABLE>
  
                                  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
                             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>
  <CAPTION>
  ================================================================================================================
                                                    Proposed Maximum      Proposed Maximum                      
    Title of Securities       Amount to be           Offering Price       Aggregate Offering      Amount of       
    to be Registered(1)       Registered(2)            Per Share             Price(2)           Registration Fee
  - ----------------------------------------------------------------------------------------------------------------
  <S>                             <C>                       <C>                <C>                   <C>          
  Deferred Compensation Plan                                                                                      
  Obligations of Schuller                                                                                         
  Corporation                     $10,023,000               100%               $10,023,000           $776.96      
  - ----------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value    (3)                        (3)               (3)                   (3)          
  ================================================================================================================
  </TABLE>
  
  (1)  The Deferred Compensation Obligations are unsecured obligations of
       Schuller Corporation to pay deferred compensation in the future in
       accordance with the terms of the Schuller Corporation Deferred
       Compensation Plan.
  (2)  Estimate of original amount deferred by participants.
  (3)  Shares of Common Stock to be issued pursuant to this Plan will come from
       the Schuller Corporation 1996 Executive Incentive Compensation Plan or the
       Schuller Corporation 1996 Stock Award Plan for which separate registration
       statements on Form S-8 have been filed.
  ================================================================================
  
  
  
  
  <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 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.
  
  
                                         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.
  
       The Common Stock of the Company is registered under Section 12 of the
  Exchange Act, accordingly, no description of the Common Stock is included
  herein.
  
       Under the Plan, the Registrant will provide eligible employees the
  opportunity to defer a specified percentage of their compensation or awards.
  The obligations of the Registrant under the Plan (the "Obligations") will be
  unsecured general obligations of the Registrant to pay the deferred
  compensation in the future in accordance with the terms of the Plan, and will
  rank pari passu with other unsecured and unsubordinated indebtedness of the
  Registrant from time to time outstanding.  However, because the Registrant is a
  holding company, the right of the Registrant, hence the right of creditors of
  
                                         3
  
  <PAGE>   4
  
  the Registrant (including participants in the Plan), to participate in any
  distribution of the assets of any subsidiary upon its liquidation or
  reorganization or otherwise is necessarily subject to the prior claims of
  creditors of the subsidiary, except to the extent that claims of the Registrant
  itself as a creditor of the subsidiary may be recognized.  The Registrant may
  authorize the creation of trusts or make other arrangements to meet the
  Registrant's obligations under the Plan, which trusts or other arrangements
  shall be consistent with the "unfunded" status of the Plan.
  
       The amount of compensation to be deferred by each participant will be
  determined in accordance with the Plan based on elections by each participant.
  Each Obligation will be payable on a date selected by each participant in
  accordance with the terms of the Plan.  Earlier payments will also be made in
  the event of termination of employment for reasons other then retirement or
  disability, a change in control of the Company or possibly for financial
  emergencies of the participant.  The Obligations will be indexed to one or more
  hypothetical investment categories, including Registrant's Common Stock.  Each
  participant will select the investment category or categories to which his or
  her Obligation will be indexed.  In the event the Committee establishes one or
  more trusts to hold amounts of cash, Common Stock or other property, the
  amounts of hypothetical income and appreciation and depreciation in the value
  of the deferral amount to which such trust pertains shall be equal to the
  actual income on, and appreciation and depreciation of, the assets in such
  trust.  Each participant's Obligation will be adjusted to reflect the
  investment experience, whether positive or negative, of the selected
  hypothetical investment vehicles, including any appreciation or depreciation.
  The Obligations will be payable in cash or, in the discretion of the Committee,
  other assets.
  
       The Administrator may change or discontinue any hypothetical investment
  categories available under the Plan, in its sole discretion, and may disregard
  the directions of any participant with respect to the hypothetical investment
  of his or her deferral account.  The Committee or Administrator may, in its
  discretion, restrict all allocations into or reallocations by specified
  participants into or out of specified hypothetical investment vehicles or
  specify minimum amounts that may be allocated or reallocated by certain
  participants.
  
       Other than by will or the laws of descent and distribution, no right,
  title or interest of any kind in the Plan shall be transferable or assignable
  by a participant or his or her beneficiary or be subject to alienation,
  anticipation, encumbrance, garnishment, attachment, levy, execution or other
  legal or equitable process, nor subject to the debts, contracts, liabilities or
  engagements, or torts of any participant or his or her beneficiary.
  
       The total amounts of Obligations under the Plan and Common Stock offered
  under the Plan are not determinable because the amounts will vary depending
  upon the level of participation by eligible persons and the investment
  categories selected by participants.  Likewise, the duration of the Plan is
  indefinite because Obligations are to be paid on dates selected by participants
  unless certain events occur.
  
       The Obligations are not subject to redemption, in whole or in part, prior
  to the individual payment dates specified by each participant, at the option of
  the Registrant or through operation of a mandatory or optional sinking fund or
  analogous provision.  The Registrant reserves the right to amend or terminate
  the Plan at any time, except that no such amendment or termination shall
  adversely affect the right of each participant to the balance of his or her
  deferred account as of the date of such amendment or termination.
  
  
                                         4
  <PAGE>   5
  
  
          The Obligations are not convertible into another security of
  Registrant. The Obligations will not have the benefit of a negative pledge or
  any other affirmative or negative covenant on the part of Registrant.  No
  trustee has been appointed having the authority to take action with respect to
  the Obligations and each participant will be responsible for acting
  independently with respect to, among other things, the giving of notices,
  responding to any requests for consents, waivers or amendments pertaining to
  the Obligations, enforcing covenants and taking action upon a default.
          
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
          The validity of the Obligations and Common Stock issuable under the
  Plan has been passed upon for Registrant by Dion Persson, Esq., Associate
  General Counsel of Registrant.  At June 18, 1996, Mr. Persson owned 1,510
  shares of Common Stock and had options and deferred stock granted under
  Registrant's employee stock plans relating to 88,810 shares of Common Stock.
          
  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;
                   
  
                                         5
  <PAGE>   6
  
  
          (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. 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.
  
  
  
                                         6
  <PAGE>   7
  
  
                                     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>
                                
                                
                                
  
                                         7
  <PAGE>   8
  
  <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>
  
  
  
                                         8
  
  <PAGE>   9
  
  
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  
  
  
  <TABLE>
  <CAPTION>
                                             
  Exhibit                            Incorporated Herein     Filed     Sequential
  No.          Description            by Reference To       Herewith    Page No. 
  - --------------------------------------------------------------------------------
    <S>   <C>                         <C>                      <C>         <C>  
    4.1   Amended and Restated        Filed as an exhibit                        
          Certificate of              to the Registrant's                        
          Incorporation of Schuller   Form 10-K for the                          
          Corporation                 year ended December                        
                                      31, 1995                                   
  
    4.2   Amended and Restated        Filed as an exhibit                        
          By-Laws of Schuller         to Registrant's                            
          Corporation                 Form 10-Q for the                          
                                      quarter ended March                        
                                      31, 1995                                   
  
    4.3   Schuller Corporation                                 X                
          Deferred Compensation Plan                                             
  
    5.1   Opinion of Dion Persson                              X                
          regarding the obligations                                              
          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>
  
  
                                         9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26426}]
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": "333-06321", "film-number": "96583136"}, "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
                             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(1)       Registered(2)            Per Share             Price(2)           Registration Fee
  - ----------------------------------------------------------------------------------------------------------------
  Deferred Compensation Plan                                                                                      
  Obligations of Schuller                                                                                         
  Corporation                     $10,023,000               100%               $10,023,000           $776.96      
  - ----------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value    (3)                        (3)               (3)                   (3)          
  ================================================================================================================
  (1)  The Deferred Compensation Obligations are unsecured obligations of
       Schuller Corporation to pay deferred compensation in the future in
       accordance with the terms of the Schuller Corporation Deferred
       Compensation Plan.
  (2)  Estimate of original amount deferred by participants.
  (3)  Shares of Common Stock to be issued pursuant to this Plan will come from
       the Schuller Corporation 1996 Executive Incentive Compensation Plan or the
       Schuller Corporation 1996 Stock Award Plan for which separate registration
       statements on Form S-8 have been filed.
  ================================================================================
  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 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.
  
                                         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.
  
       The Common Stock of the Company is registered under Section 12 of the
  Exchange Act, accordingly, no description of the Common Stock is included
  herein.
  
       Under the Plan, the Registrant will provide eligible employees the
  opportunity to defer a specified percentage of their compensation or awards.
  The obligations of the Registrant under the Plan (the "Obligations") will be
  unsecured general obligations of the Registrant to pay the deferred
  compensation in the future in accordance with the terms of the Plan, and will
  rank pari passu with other unsecured and unsubordinated indebtedness of the
  Registrant from time to time outstanding.  However, because the Registrant is a
  holding company, the right of the Registrant, hence the right of creditors of
  
                                         3
  4
  
  the Registrant (including participants in the Plan), to participate in any
  distribution of the assets of any subsidiary upon its liquidation or
  reorganization or otherwise is necessarily subject to the prior claims of
  creditors of the subsidiary, except to the extent that claims of the Registrant
  itself as a creditor of the subsidiary may be recognized.  The Registrant may
  authorize the creation of trusts or make other arrangements to meet the
  Registrant's obligations under the Plan, which trusts or other arrangements
  shall be consistent with the "unfunded" status of the Plan.
  
       The amount of compensation to be deferred by each participant will be
  determined in accordance with the Plan based on elections by each participant.
  Each Obligation will be payable on a date selected by each participant in
  accordance with the terms of the Plan.  Earlier payments will also be made in
  the event of termination of employment for reasons other then retirement or
  disability, a change in control of the Company or possibly for financial
  emergencies of the participant.  The Obligations will be indexed to one or more
  hypothetical investment categories, including Registrant's Common Stock.  Each
  participant will select the investment category or categories to which his or
  her Obligation will be indexed.  In the event the Committee establishes one or
  more trusts to hold amounts of cash, Common Stock or other property, the
  amounts of hypothetical income and appreciation and depreciation in the value
  of the deferral amount to which such trust pertains shall be equal to the
  actual income on, and appreciation and depreciation of, the assets in such
  trust.  Each participant's Obligation will be adjusted to reflect the
  investment experience, whether positive or negative, of the selected
  hypothetical investment vehicles, including any appreciation or depreciation.
  The Obligations will be payable in cash or, in the discretion of the Committee,
  other assets.
  
       The Administrator may change or discontinue any hypothetical investment
  categories available under the Plan, in its sole discretion, and may disregard
  the directions of any participant with respect to the hypothetical investment
  of his or her deferral account.  The Committee or Administrator may, in its
  discretion, restrict all allocations into or reallocations by specified
  participants into or out of specified hypothetical investment vehicles or
  specify minimum amounts that may be allocated or reallocated by certain
  participants.
  
       Other than by will or the laws of descent and distribution, no right,
  title or interest of any kind in the Plan shall be transferable or assignable
  by a participant or his or her beneficiary or be subject to alienation,
  anticipation, encumbrance, garnishment, attachment, levy, execution or other
  legal or equitable process, nor subject to the debts, contracts, liabilities or
  engagements, or torts of any participant or his or her beneficiary.
  
       The total amounts of Obligations under the Plan and Common Stock offered
  under the Plan are not determinable because the amounts will vary depending
  upon the level of participation by eligible persons and the investment
  categories selected by participants.  Likewise, the duration of the Plan is
  indefinite because Obligations are to be paid on dates selected by participants
  unless certain events occur.
  
       The Obligations are not subject to redemption, in whole or in part, prior
  to the individual payment dates specified by each participant, at the option of
  the Registrant or through operation of a mandatory or optional sinking fund or
  analogous provision.  The Registrant reserves the right to amend or terminate
  the Plan at any time, except that no such amendment or termination shall
  adversely affect the right of each participant to the balance of his or her
  deferred account as of the date of such amendment or termination.
  
                                         4
  5
  
          The Obligations are not convertible into another security of
  Registrant. The Obligations will not have the benefit of a negative pledge or
  any other affirmative or negative covenant on the part of Registrant.  No
  trustee has been appointed having the authority to take action with respect to
  the Obligations and each participant will be responsible for acting
  independently with respect to, among other things, the giving of notices,
  responding to any requests for consents, waivers or amendments pertaining to
  the Obligations, enforcing covenants and taking action upon a default.
          
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
          The validity of the Obligations and Common Stock issuable under the
  Plan has been passed upon for Registrant by Dion Persson, Esq., Associate
  General Counsel of Registrant.  At June 18, 1996, Mr. Persson owned 1,510
  shares of Common Stock and had options and deferred stock granted under
  Registrant's employee stock plans relating to 88,810 shares of Common Stock.
          
  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;
                   
  
                                         5
  6
  
          (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. 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.
  
                                         6
  7
  
                                     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
  7
  8
  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
  8
  9
  
                                SCHULLER CORPORATION
  
                                   EXHIBIT INDEX
                                         TO
                          FORM S-8 REGISTRATION STATEMENT
  Exhibit                            Incorporated Herein     Filed     Sequential
  No.          Description            by Reference To       Herewith    Page No. 
  - --------------------------------------------------------------------------------
  4.1   Amended and Restated        Filed as an exhibit                        
          Certificate of              to the Registrant's                        
          Incorporation of Schuller   Form 10-K for the                          
          Corporation                 year ended December                        
                                      31, 1995                                   
  
    4.2   Amended and Restated        Filed as an exhibit                        
          By-Laws of Schuller         to Registrant's                            
          Corporation                 Form 10-Q for the                          
                                      quarter ended March                        
                                      31, 1995                                   
  
    4.3   Schuller Corporation                                 X                
          Deferred Compensation Plan                                             
  
    5.1   Opinion of Dion Persson                              X                
          regarding the obligations                                              
          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
  9