content: <PAGE>   1
                                                            REGISTRATION NO. 333-
  -------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ---------------------------
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                            ---------------------------
  
  
                                     MAPCO INC.
               (Exact name of registrant as specified in its charter)
  
  
              DELAWARE                                  73-0705739
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                 Identification Number)
  
                              1800 S. BALTIMORE AVENUE
                               TULSA, OKLAHOMA 74119
     (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                             -------------------------
  
                         1997 EMPLOYEE STOCK PURCHASE PLAN
                      1989 OUTSIDE DIRECTORS STOCK OPTION PLAN
                             (FULL TITLE OF THE PLANS)
  
                             -------------------------
  
                                  DAVID W. BOWMAN
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                     MAPCO INC.
                              1800 S. BALTIMORE AVENUE
                               TULSA, OKLAHOMA 74119
                                   (918) 599-3712
        (Name, address, including zip code, and telephone number, including
                    area code, of agent for service of process)
  
                  Please address a copy of all communications to:
                               FRANCI BLASSBERG, ESQ.
                                Debevoise & Plimpton
                                  875 Third Avenue
                              New York, New York 10022
                                   (212) 909-6000
  
                             -------------------------
  
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
      From time to time after this Registration Statement becomes effective.
  
                             -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==========================================================================================================
                                                                       Proposed maximum
   Title of securities to be     Amount to be     Proposed maximum    aggregate offering      Amount of
           registered             registered   offering price per share    price(2)        registration fee
  ----------------------------------------------------------------------------------------------------------
  <S>                              <C>                   <C>            <C>                   <C>       
  Common Stock, par value $1.00
  per share ..................     1,612,418             (1)            $52,504,361.00        $15,910.41
  ==========================================================================================================
  </TABLE>
  
  (1)  Not applicable.
  
  (2)  In accordance with Rules 456 and 457(h), based upon an assumed price of
       $32.5625 per share, the average of the high and low prices of MAPCO Inc.
       on July 7, 1997 as reported on the New York Stock Exchange Consolidated
       Tape.
  
  
  <PAGE>   2
  
  
  
  
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference
  
            Incorporated by reference in this Registration Statement are the
  following documents heretofore filed by MAPCO Inc. (the "Company") with the
  Securities and Exchange Commission (the "SEC") pursuant to the Securities
  Exchange Act of 1934 (the "Exchange Act"):
  
            (a)  The Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1996;
  
            (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 1997;
  
            (c)  The Company's Proxy Statement dated April 15, 1997;
  
            (d)  The Company's Annual Report to Shareholders for the fiscal year
                 ended December 31, 1996; and
  
            (e)  The description of the Company's Common Stock, par value $1.00
                 per share (the "Common Stock") contained in a Registration
                 Statement on Form 8-A/A filed with the SEC on July 2, 1997.
  
            All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment indicating that all securities offered hereby have
  been sold or which deregisters all such securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be part hereof from the dates of filing of such documents.
  
  Item 4.   Description of Securities
  
            Not applicable.
  
  Item 5.   Interests of Named Experts and Counsel
  
            The registrant's General Counsel-New Ventures & Corporate Services and
  Assistant Corporate Secretary, James N. Cundiff, is eligible to participate in
  the 1997 Employee Stock Purchase Plan and has provided the opinion regarding
  the due issuance of the Common Stock registered hereby.
  
  
  
  
  <PAGE>   3
  
  
  
  
  
  Item 6.  Indemnification of Directors and Officers
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides in regard to indemnification of directors and officers as follows:
  
           145.  Indemnification of Officers, Directors, Employees and Agents;
                 Insurance.
  
           (a) A corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful. The
  termination of any action, suit or proceeding by judgment, order, settlement,
  conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
  itself, create a presumption that the person did not act in good faith and in a
  manner which he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful.
  
           (b) A corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by or in the right of the corporation to procure a judgment in its favor
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against expenses (including attorneys' fees)
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  upon application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
           (c) To the extent that a director, officer, employee or agent of a
  corporation has been successful on the merits or otherwise in defense of any
  action, suit or proceeding referred to in subsections (a) and (b) of this
  section, or in defense of any claim, issue or matter therein, he shall be
  indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by him in connection therewith.
  
  
  
                                         2
  
  
  
  <PAGE>   4
  
  
  
  
  
           (d) Any indemnification under subsections (a) and (b) of this section
  (unless ordered by a court) shall be made by the corporation only as authorized
  in the specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because he has met
  the applicable standard of conduct set forth in subsections (a) and (b) of this
  section. Such determination shall be made (1) by a majority vote of the
  directors who were not parties to such action, suit or proceeding, even though
  less than a quorum, or (2) if there are no such directors, or, if such
  directors so direct, by independent legal counsel in a written opinion, or (3)
  by the stockholders.
  
           (e) Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such amount if
  it shall ultimately be determined that he is not entitled to be indemnified by
  the corporation as authorized in this section. Such expenses (including
  attorneys' fees) incurred by other employees and agents may be so paid upon
  such terms and conditions, if any, as the board of directors deems appropriate.
  
           (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this section shall not be deemed
  exclusive of any other rights to which those seeking indemnification or
  advancement of expenses may be entitled under any bylaw, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in his
  official capacity and as to action in another capacity while holding such
  office.
  
           (g) A corporation shall have power to purchase and maintain insurance
  on behalf of any person who is or was a director, officer, employee or agent of
  the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against any liability asserted against him
  and incurred by him in any such capacity, or arising out of his status as such,
  whether or not the corporation would have the power to indemnify him against
  such liability under this section.
  
           (h) For purposes of this section, references to "the corporation"
  shall include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued, would
  have had power and authority to indemnify its directors, officers, and
  employees or agents, so that any person who is or was a director, officer,
  employee or agent of such constituent corporation, or is or was serving at the
  request of such constituent corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, shall stand in the same position under this section with respect to
  the resulting or surviving corporation as he would have with respect to such
  constituent corporation if its separate existence had continued.
  
  
  
  
                                         3
  
  <PAGE>   5
  
  
  
  
  
           (i) For purposes of this section, references to "other enterprises"
  shall include employee benefit plans; references to "fines" shall include any
  excise taxes assessed on a person with respect to any employee benefit plan;
  and references to "serving at the request of the corporation" shall include any
  service as a director, officer, employee or agent of the corporation which
  imposes duties on, or involves services by, such director, officer, employee,
  or agent with respect to an employee benefit plan, its participants or
  beneficiaries; and a person who acted in good faith and in a manner he
  reasonably believed to be in the interest of the participants and beneficiaries
  of an employee benefit plan shall be deemed to have acted in a manner "not
  opposed to the best interests of the corporation" as referred to in this
  section.
  
           (j) The indemnification and advancement of expenses provided by, or
  granted pursuant to, this section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  provides in regard to the limitation of liability of directors and officers as
  follows:
  
                (b) In addition to the matters required to be set forth in the
           certificate of incorporation by subsection (a) of this section, the
           certificate of incorporation may also contain any or all of the
           following matters:
  
                                   *  *  *  *
  
                (7) A provision eliminating or limiting the personal liability of
           a director to the corporation or its stockholders for monetary damages
           for breach of fiduciary duty as a director, provided that such
           provision shall not eliminate or limit the liability of a director (i)
           for any breach of the director's duty of loyalty to the corporation or
           its stockholders, (ii) for acts or omissions not in good faith or
           which involve intentional misconduct of a knowing violation of law,
           (iii) under section 174 of this Title, or (iv) for any transaction
           from which the director derived an improper personal benefit. No such
           provision shall eliminate or limit the liability of a director for any
           act or omission occurring prior to the date when such provision
           becomes effective. All references in this Paragraph to a director
           shall also be deemed to refer (x) to a member of the governing body of
           a corporation which is not authorized to issue capital stock, and (y)
           to such other person or persons, if any, who, pursuant to a provision
           of the certificate of incorporation in accordance with subsection (a)
           of Section 141 of this title, exercise or perform any of the powers or
           duties otherwise conferred or imposed upon the board of directors by
           this title.
  
           Article Seventh of the Company's Certificate of Incorporation provides
  in regard to the limitation of liability of directors as follows:
  
  
  
  
  
                                         4
  
  <PAGE>   6
  
  
  
  
  
  
                ARTICLE SEVENTH. A Director of this Corporation shall not be
           liable to the Corporation or its Stockholders for monetary damages for
           breach of fiduciary duty as a Director, except to the extent such
           exemption from liability or limitation thereof is not permitted under
           the Delaware General Corporation Law as the same exists or may
           hereafter be amended.
  
       The Company's directors and officers are also insured against claims
  arising out of the performance of their duties in such capacities. The Company
  has indemnity agreements with its directors, officers and certain key employees
  that require the Company to indemnify these individuals for liabilities
  incurred by them while acting in the capacity of an officer, director or
  employee of the Company, to the full extent permitted by the laws of the State
  of Delaware.
  
  Item 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.  Exhibits
  
           ITEM
  
            4(a)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of April
                      30, 1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(b)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of May 20,
                      1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(c)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of July
                      13, 1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(d)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of July
                      20, 1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(e)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of
                      November 20, 1992 [a copy of this Agreement will be
                      furnished to the Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
  
  
  
                                         5
  <PAGE>   7
  
  
  
  
  
            4(f)      Credit Agreement dated as of March 25, 1997, among MAPCO
                      Inc., the Lenders Party thereto and The Chase Manhattan
                      Bank As Administrative Agent [Exhibit 4 to Quarterly Report
                      on Form 10-Q for the period ended March 31, 1997*]
  
            4(g)      Rights Agreement dated as of May 29, 1996 between MAPCO
                      Inc. and Harris Trust Company of New York, [Exhibit 4 to
                      Form 8-A filed June 11, 1996*]
  
            4(h)      Note Agreement dated as of June 16, 1989 between MAPCO Inc.
                      and IDS Life Insurance Company of New York, American
                      Enterprise Life Insurance Company, et. al. [Exhibit 4.(i)
                      to Annual Report on Form 10-K for the fiscal year ended
                      December 31, 1994*]
  
            4(i)      Note Agreement dated as of December 1, 1993 between
                      Seminole Pipeline Company and Principal Mutual Life
                      Insurance Company, et. al. [a copy of this Agreement will
                      be furnished to the Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(j)      Senior Indenture dated as of February 25, 1997 between
                      MAPCO Inc. and The First National Bank of Chicago, as
                      Trustee [Exhibit 4.5.1 to Registration Statement on Form
                      S-3, Registration No. 333-20837*]
  
            5         Opinion of James N. Cundiff, Esq.
  
           23(a)      Independent Auditors' Consent
  
           23(b)      Legal Counsel's Consent (contained in the opinion as to the
                      legality of the shares offered hereby filed as Exhibit 5
                      hereto)
  
            24  -     Power of Attorney, included as part of the signature page
                      of this registration statement. 
  
  ----------------- 
  *         incorporated by reference
  
  Item 9.             Undertakings
  
                      (a)       Rule 415 Offering. 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 of 1933 (the
                             "Securities Act"), unless the information is
                             contained in periodic reports filed by the
                             Registrant pursuant to Section
  
  
  
  
                                         6
  <PAGE>   8
  
  
  
  
  
                             13 or 15(d) of the Exchange Act that are 
                             incorporated by reference in the Registration 
                             Statement;
  
                             (ii) To reflect in the Prospectus any facts or events
                             arising after the effective date of the 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 the Registration Statement,
                             unless the information is contained in periodic
                             reports filed by the Registrant pursuant to Section
                             13 or 15(d) of the Exchange Act that are
                             incorporated by reference in the Registration
                             Statement;
  
                             (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the Registration Statement or any
                             material change in such information in the
                             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; and
  
                    (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.
  
                    (b) Subsequent Exchange Act Documents. The undersigned
  Registrant hereby undertakes 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 Section 15(d) of the Exchange Act that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at the time shall be deemed to be the initial bona
  fide offering thereof.
  
                    (c) Indemnification. 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 SEC 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.
  
  
  
  
  
                                         7
  
  <PAGE>   9
  
  
  
  
  
                                     SIGNATURES
  
  
                    The Registrant. Pursuant to the requirements of the
  Securities Act of 1933, the Registrant certifies that it has reasonable grounds
  to believe that it meets all 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 Tulsa, Oklahoma, on the
  10th day of July, 1997.
  
  
                                          MAPCO INC.
  
  
                                          By:  /s/ James E. Barnes
                                               ----------------------------------
                                               James E. Barnes
                                               Chairman of the Board, President
                                               and Chief Executive Officer
  
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities on the dates indicated.
  
                    Each of the undersigned officers and/or directors of MAPCO
  Inc. hereby severally constitute and appoint James E. Barnes, Philip W. Baxter
  and David W. Bowman, and each of them singly, his true and lawful
  attorney-in-fact and agent, in his name, place and stead to execute on his
  behalf, as an officer or director of MAPCO Inc. (the "Company") any and all
  amendments (including post-effective amendments) to the Registration Statement,
  pursuant to the Securities Act of 1933 (the "Act"), and any and all other
  instruments which any of said attorneys-in-fact and agents deems necessary or
  advisable to enable the Company to comply with the Act, the rules, regulations
  and requirements of the Securities and Exchange Commission in respect thereof,
  and the securities or Blue Sky laws of any State or other governmental
  subdivision, giving and granting to each of said attorneys-in-fact and agents
  full power and authority to do and perform each and every act and thing
  whatsoever necessary or appropriate to be done in and about the premises as
  fully to all intents as he might or could do if personally present at the doing
  thereof, with full power of substitution and resubstitution, hereby ratifying
  and confirming all that his said attorneys-in-fact and agents or substitutes
  may or shall lawfully do or cause to be done by virtue hereof.
  
  
  
  
                                         8
  
  <PAGE>   10
  
  
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                        TITLE                                        DATE
  ---------                                        -----                                        ----
  <S>                                             <C>                                          <C> 
  /s/ James E. Barnes                              Chairman of the Board, President             July 10, 1997
  -------------------------------------            and Chief Executive Officer
      James E. Barnes                             
  
  /s/ Philip W. Baxter                             Executive Vice President and Chief           July 10, 1997
  -------------------------------------            Financial Officer
      Philip W. Baxter                            
  
  /s/ Gordon E. Schaechterle, Jr.                  Vice President, Controller and Tax           July 10, 1997
  -------------------------------------            Counsel (Principal Accounting
      Gordon E. Schaechterle, Jr.                  Officer)
  
  /s/ Harry A. Fischer, Jr.                        Director                                     July  9, 1997
  -------------------------------------
      Harry A. Fischer, Jr.
  
  /s/ Donald Paul Hodel                            Director                                     July 11, 1997
  -------------------------------------
      Donald Paul Hodel
  
  /s/ Malcolm T. Hopkins                           Director                                     July  9, 1997
  -------------------------------------
      Malcolm T. Hopkins
  
                                                   Director                                     July __, 1997
  -------------------------------------
      Frank T. MacInnis
  
  /s/ Frank A. McPherson                           Director                                     July  9, 1997
  -------------------------------------
      Frank A. McPherson
  
  /s/ Donald L. Mellish                            Director                                     July  9, 1997
  -------------------------------------
      Donald L. Mellish
  
  /s/ Robert L. Parker                             Director                                     July 10, 1997
  -------------------------------------
      Robert L. Parker
  
  /s/ Samuel F. Segnar                             Director                                     July  9, 1997
  -------------------------------------
      Samuel F. Segnar
  
  /s/ John L. Whitmire                             Director                                     July 10, 1997
  -------------------------------------
      John L. Whitmire
  </TABLE>
  
  
  
  
                                         9
  
  
  
  <PAGE>   11
  
  
  
  
  
                                 INDEX TO EXHIBITS
  
  ITEM
  ----
  
   4(a)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of April 30, 1992
  
   4(b)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of May 20, 1992
  
   4(c)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of July 13, 1992
  
   4(d)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of July 20, 1992
  
   4(e)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of November 20, 1992
  
   4(f)     Credit Agreement dated as of March 25, 1997, among MAPCO Inc., the
            Lenders Party thereto and The Chase Manhattan Bank As Administrative
            Agent
  
   4(g)     Rights Agreement dated as of May 29, 1996 between MAPCO Inc. and
            Harris Trust Company of New York
  
   4(h)     Note Agreement dated as of June 16, 1989 between MAPCO Inc. and IDS
            Life Insurance Company of New York, American Enterprise Life
            Insurance Company, et. al.
  
   4(i)     Note Agreement dated as of December 1, 1993 between Seminole Pipeline
            Company and Principal Mutual Life Insurance Company, et. al.
  
   4(j)     Senior Indenture dated as of February 25, 1997 between MAPCO Inc. and
            The First National Bank of Chicago, as Trustee
  
   5        Opinion of James N. Cundiff, Esq.
  
  23(a)     Independent Auditors' Consent
  
  23(b)     Legal Counsel's Consent
  
  24        Power of Attorney
  
  
  
  
  
                                         10
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text: 1
                                                            REGISTRATION NO. 333-
  -------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ---------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                            ---------------------------
  
                                     MAPCO INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                  73-0705739
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                 Identification Number)
  
                              1800 S. BALTIMORE AVENUE
                               TULSA, OKLAHOMA 74119
     (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                             -------------------------
  
                         1997 EMPLOYEE STOCK PURCHASE PLAN
                      1989 OUTSIDE DIRECTORS STOCK OPTION PLAN
                             (FULL TITLE OF THE PLANS)
  
                             -------------------------
  
                                  DAVID W. BOWMAN
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                     MAPCO INC.
                              1800 S. BALTIMORE AVENUE
                               TULSA, OKLAHOMA 74119
                                   (918) 599-3712
        (Name, address, including zip code, and telephone number, including
                    area code, of agent for service of process)
  
                  Please address a copy of all communications to:
                               FRANCI BLASSBERG, ESQ.
                                Debevoise & Plimpton
                                  875 Third Avenue
                              New York, New York 10022
                                   (212) 909-6000
  
                             -------------------------
  
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
      From time to time after this Registration Statement becomes effective.
  
                             -------------------------
  
                          CALCULATION OF REGISTRATION FEE
  ==========================================================================================================
                                                                       Proposed maximum
   Title of securities to be     Amount to be     Proposed maximum    aggregate offering      Amount of
           registered             registered   offering price per share    price(2)        registration fee
  ----------------------------------------------------------------------------------------------------------
  Common Stock, par value $1.00
  per share ..................     1,612,418             (1)            $52,504,361.00        $15,910.41
  ==========================================================================================================
  (1)  Not applicable.
  
  (2)  In accordance with Rules 456 and 457(h), based upon an assumed price of
       $32.5625 per share, the average of the high and low prices of MAPCO Inc.
       on July 7, 1997 as reported on the New York Stock Exchange Consolidated
       Tape.
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation of Documents by Reference
  
            Incorporated by reference in this Registration Statement are the
  following documents heretofore filed by MAPCO Inc. (the "Company") with the
  Securities and Exchange Commission (the "SEC") pursuant to the Securities
  Exchange Act of 1934 (the "Exchange Act"):
  
            (a)  The Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1996;
  
            (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended March 31, 1997;
  
            (c)  The Company's Proxy Statement dated April 15, 1997;
  
            (d)  The Company's Annual Report to Shareholders for the fiscal year
                 ended December 31, 1996; and
  
            (e)  The description of the Company's Common Stock, par value $1.00
                 per share (the "Common Stock") contained in a Registration
                 Statement on Form 8-A/A filed with the SEC on July 2, 1997.
  
            All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment indicating that all securities offered hereby have
  been sold or which deregisters all such securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be part hereof from the dates of filing of such documents.
  
  Item 4.   Description of Securities
  
            Not applicable.
  
  Item 5.   Interests of Named Experts and Counsel
  
            The registrant's General Counsel-New Ventures & Corporate Services and
  Assistant Corporate Secretary, James N. Cundiff, is eligible to participate in
  the 1997 Employee Stock Purchase Plan and has provided the opinion regarding
  the due issuance of the Common Stock registered hereby.
  3
  
  Item 6.  Indemnification of Directors and Officers
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides in regard to indemnification of directors and officers as follows:
  
           145.  Indemnification of Officers, Directors, Employees and Agents;
                 Insurance.
  
           (a) A corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful. The
  termination of any action, suit or proceeding by judgment, order, settlement,
  conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
  itself, create a presumption that the person did not act in good faith and in a
  manner which he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful.
  
           (b) A corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by or in the right of the corporation to procure a judgment in its favor
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against expenses (including attorneys' fees)
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  upon application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.
  
           (c) To the extent that a director, officer, employee or agent of a
  corporation has been successful on the merits or otherwise in defense of any
  action, suit or proceeding referred to in subsections (a) and (b) of this
  section, or in defense of any claim, issue or matter therein, he shall be
  indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by him in connection therewith.
  
                                         2
  4
  
           (d) Any indemnification under subsections (a) and (b) of this section
  (unless ordered by a court) shall be made by the corporation only as authorized
  in the specific case upon a determination that indemnification of the director,
  officer, employee or agent is proper in the circumstances because he has met
  the applicable standard of conduct set forth in subsections (a) and (b) of this
  section. Such determination shall be made (1) by a majority vote of the
  directors who were not parties to such action, suit or proceeding, even though
  less than a quorum, or (2) if there are no such directors, or, if such
  directors so direct, by independent legal counsel in a written opinion, or (3)
  by the stockholders.
  
           (e) Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such amount if
  it shall ultimately be determined that he is not entitled to be indemnified by
  the corporation as authorized in this section. Such expenses (including
  attorneys' fees) incurred by other employees and agents may be so paid upon
  such terms and conditions, if any, as the board of directors deems appropriate.
  
           (f) The indemnification and advancement of expenses provided by, or
  granted pursuant to, the other subsections of this section shall not be deemed
  exclusive of any other rights to which those seeking indemnification or
  advancement of expenses may be entitled under any bylaw, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in his
  official capacity and as to action in another capacity while holding such
  office.
  
           (g) A corporation shall have power to purchase and maintain insurance
  on behalf of any person who is or was a director, officer, employee or agent of
  the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against any liability asserted against him
  and incurred by him in any such capacity, or arising out of his status as such,
  whether or not the corporation would have the power to indemnify him against
  such liability under this section.
  
           (h) For purposes of this section, references to "the corporation"
  shall include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued, would
  have had power and authority to indemnify its directors, officers, and
  employees or agents, so that any person who is or was a director, officer,
  employee or agent of such constituent corporation, or is or was serving at the
  request of such constituent corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, shall stand in the same position under this section with respect to
  the resulting or surviving corporation as he would have with respect to such
  constituent corporation if its separate existence had continued.
  
                                         3
  5
  
           (i) For purposes of this section, references to "other enterprises"
  shall include employee benefit plans; references to "fines" shall include any
  excise taxes assessed on a person with respect to any employee benefit plan;
  and references to "serving at the request of the corporation" shall include any
  service as a director, officer, employee or agent of the corporation which
  imposes duties on, or involves services by, such director, officer, employee,
  or agent with respect to an employee benefit plan, its participants or
  beneficiaries; and a person who acted in good faith and in a manner he
  reasonably believed to be in the interest of the participants and beneficiaries
  of an employee benefit plan shall be deemed to have acted in a manner "not
  opposed to the best interests of the corporation" as referred to in this
  section.
  
           (j) The indemnification and advancement of expenses provided by, or
  granted pursuant to, this section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  provides in regard to the limitation of liability of directors and officers as
  follows:
  
                (b) In addition to the matters required to be set forth in the
           certificate of incorporation by subsection (a) of this section, the
           certificate of incorporation may also contain any or all of the
           following matters:
  
                                   *  *  *  *
  
                (7) A provision eliminating or limiting the personal liability of
           a director to the corporation or its stockholders for monetary damages
           for breach of fiduciary duty as a director, provided that such
           provision shall not eliminate or limit the liability of a director (i)
           for any breach of the director's duty of loyalty to the corporation or
           its stockholders, (ii) for acts or omissions not in good faith or
           which involve intentional misconduct of a knowing violation of law,
           (iii) under section 174 of this Title, or (iv) for any transaction
           from which the director derived an improper personal benefit. No such
           provision shall eliminate or limit the liability of a director for any
           act or omission occurring prior to the date when such provision
           becomes effective. All references in this Paragraph to a director
           shall also be deemed to refer (x) to a member of the governing body of
           a corporation which is not authorized to issue capital stock, and (y)
           to such other person or persons, if any, who, pursuant to a provision
           of the certificate of incorporation in accordance with subsection (a)
           of Section 141 of this title, exercise or perform any of the powers or
           duties otherwise conferred or imposed upon the board of directors by
           this title.
  
           Article Seventh of the Company's Certificate of Incorporation provides
  in regard to the limitation of liability of directors as follows:
  
                                         4
  6
  
                ARTICLE SEVENTH. A Director of this Corporation shall not be
           liable to the Corporation or its Stockholders for monetary damages for
           breach of fiduciary duty as a Director, except to the extent such
           exemption from liability or limitation thereof is not permitted under
           the Delaware General Corporation Law as the same exists or may
           hereafter be amended.
  
       The Company's directors and officers are also insured against claims
  arising out of the performance of their duties in such capacities. The Company
  has indemnity agreements with its directors, officers and certain key employees
  that require the Company to indemnify these individuals for liabilities
  incurred by them while acting in the capacity of an officer, director or
  employee of the Company, to the full extent permitted by the laws of the State
  of Delaware.
  
  Item 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.  Exhibits
  
           ITEM
  
            4(a)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of April
                      30, 1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(b)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of May 20,
                      1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(c)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of July
                      13, 1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(d)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of July
                      20, 1992 [a copy of this Agreement will be furnished to the
                      Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(e)      Note Agreement between Mid-America Pipeline Company and The
                      Prudential Insurance Company of America dated as of
                      November 20, 1992 [a copy of this Agreement will be
                      furnished to the Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
                                         5
  7
  
            4(f)      Credit Agreement dated as of March 25, 1997, among MAPCO
                      Inc., the Lenders Party thereto and The Chase Manhattan
                      Bank As Administrative Agent [Exhibit 4 to Quarterly Report
                      on Form 10-Q for the period ended March 31, 1997*]
  
            4(g)      Rights Agreement dated as of May 29, 1996 between MAPCO
                      Inc. and Harris Trust Company of New York, [Exhibit 4 to
                      Form 8-A filed June 11, 1996*]
  
            4(h)      Note Agreement dated as of June 16, 1989 between MAPCO Inc.
                      and IDS Life Insurance Company of New York, American
                      Enterprise Life Insurance Company, et. al. [Exhibit 4.(i)
                      to Annual Report on Form 10-K for the fiscal year ended
                      December 31, 1994*]
  
            4(i)      Note Agreement dated as of December 1, 1993 between
                      Seminole Pipeline Company and Principal Mutual Life
                      Insurance Company, et. al. [a copy of this Agreement will
                      be furnished to the Commission on request as provided in
                      Section 229.601(b)(4)(iii)(A) of Regulation S-K]
  
            4(j)      Senior Indenture dated as of February 25, 1997 between
                      MAPCO Inc. and The First National Bank of Chicago, as
                      Trustee [Exhibit 4.5.1 to Registration Statement on Form
                      S-3, Registration No. 333-20837*]
  
            5         Opinion of James N. Cundiff, Esq.
  
           23(a)      Independent Auditors' Consent
  
           23(b)      Legal Counsel's Consent (contained in the opinion as to the
                      legality of the shares offered hereby filed as Exhibit 5
                      hereto)
  
            24  -     Power of Attorney, included as part of the signature page
                      of this registration statement. 
  
  ----------------- 
  *         incorporated by reference
  
  Item 9.             Undertakings
  
                      (a)       Rule 415 Offering. 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 of 1933 (the
                             "Securities Act"), unless the information is
                             contained in periodic reports filed by the
                             Registrant pursuant to Section
  
                                         6
  8
  
                             13 or 15(d) of the Exchange Act that are 
                             incorporated by reference in the Registration 
                             Statement;
  
                             (ii) To reflect in the Prospectus any facts or events
                             arising after the effective date of the 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 the Registration Statement,
                             unless the information is contained in periodic
                             reports filed by the Registrant pursuant to Section
                             13 or 15(d) of the Exchange Act that are
                             incorporated by reference in the Registration
                             Statement;
  
                             (iii) To include any material information with
                             respect to the plan of distribution not previously
                             disclosed in the Registration Statement or any
                             material change in such information in the
                             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; and
  
                    (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.
  
                    (b) Subsequent Exchange Act Documents. The undersigned
  Registrant hereby undertakes 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 Section 15(d) of the Exchange Act that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at the time shall be deemed to be the initial bona
  fide offering thereof.
  
                    (c) Indemnification. 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 SEC 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.
  
                                         7
  9
  
                                     SIGNATURES
  
                    The Registrant. Pursuant to the requirements of the
  Securities Act of 1933, the Registrant certifies that it has reasonable grounds
  to believe that it meets all 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 Tulsa, Oklahoma, on the
  10th day of July, 1997.
  
                                          MAPCO INC.
  
                                          By:  /s/ James E. Barnes
                                               ----------------------------------
                                               James E. Barnes
                                               Chairman of the Board, President
                                               and Chief Executive Officer
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities on the dates indicated.
  
                    Each of the undersigned officers and/or directors of MAPCO
  Inc. hereby severally constitute and appoint James E. Barnes, Philip W. Baxter
  and David W. Bowman, and each of them singly, his true and lawful
  attorney-in-fact and agent, in his name, place and stead to execute on his
  behalf, as an officer or director of MAPCO Inc. (the "Company") any and all
  amendments (including post-effective amendments) to the Registration Statement,
  pursuant to the Securities Act of 1933 (the "Act"), and any and all other
  instruments which any of said attorneys-in-fact and agents deems necessary or
  advisable to enable the Company to comply with the Act, the rules, regulations
  and requirements of the Securities and Exchange Commission in respect thereof,
  and the securities or Blue Sky laws of any State or other governmental
  subdivision, giving and granting to each of said attorneys-in-fact and agents
  full power and authority to do and perform each and every act and thing
  whatsoever necessary or appropriate to be done in and about the premises as
  fully to all intents as he might or could do if personally present at the doing
  thereof, with full power of substitution and resubstitution, hereby ratifying
  and confirming all that his said attorneys-in-fact and agents or substitutes
  may or shall lawfully do or cause to be done by virtue hereof.
  
                                         8
  10
  SIGNATURE                                        TITLE                                        DATE
  ---------                                        -----                                        ----
  /s/ James E. Barnes                              Chairman of the Board, President             July 10, 1997
  -------------------------------------            and Chief Executive Officer
      James E. Barnes                             
  
  /s/ Philip W. Baxter                             Executive Vice President and Chief           July 10, 1997
  -------------------------------------            Financial Officer
      Philip W. Baxter                            
  
  /s/ Gordon E. Schaechterle, Jr.                  Vice President, Controller and Tax           July 10, 1997
  -------------------------------------            Counsel (Principal Accounting
      Gordon E. Schaechterle, Jr.                  Officer)
  
  /s/ Harry A. Fischer, Jr.                        Director                                     July  9, 1997
  -------------------------------------
      Harry A. Fischer, Jr.
  
  /s/ Donald Paul Hodel                            Director                                     July 11, 1997
  -------------------------------------
      Donald Paul Hodel
  
  /s/ Malcolm T. Hopkins                           Director                                     July  9, 1997
  -------------------------------------
      Malcolm T. Hopkins
  
                                                   Director                                     July __, 1997
  -------------------------------------
      Frank T. MacInnis
  
  /s/ Frank A. McPherson                           Director                                     July  9, 1997
  -------------------------------------
      Frank A. McPherson
  
  /s/ Donald L. Mellish                            Director                                     July  9, 1997
  -------------------------------------
      Donald L. Mellish
  
  /s/ Robert L. Parker                             Director                                     July 10, 1997
  -------------------------------------
      Robert L. Parker
  
  /s/ Samuel F. Segnar                             Director                                     July  9, 1997
  -------------------------------------
      Samuel F. Segnar
  
  /s/ John L. Whitmire                             Director                                     July 10, 1997
  -------------------------------------
      John L. Whitmire
  9
  11
  
                                 INDEX TO EXHIBITS
  
  ITEM
  ----
  
   4(a)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of April 30, 1992
  
   4(b)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of May 20, 1992
  
   4(c)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of July 13, 1992
  
   4(d)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of July 20, 1992
  
   4(e)     Note Agreement between Mid-America Pipeline Company and The
            Prudential Insurance Company of America dated as of November 20, 1992
  
   4(f)     Credit Agreement dated as of March 25, 1997, among MAPCO Inc., the
            Lenders Party thereto and The Chase Manhattan Bank As Administrative
            Agent
  
   4(g)     Rights Agreement dated as of May 29, 1996 between MAPCO Inc. and
            Harris Trust Company of New York
  
   4(h)     Note Agreement dated as of June 16, 1989 between MAPCO Inc. and IDS
            Life Insurance Company of New York, American Enterprise Life
            Insurance Company, et. al.
  
   4(i)     Note Agreement dated as of December 1, 1993 between Seminole Pipeline
            Company and Principal Mutual Life Insurance Company, et. al.
  
   4(j)     Senior Indenture dated as of February 25, 1997 between MAPCO Inc. and
            The First National Bank of Chicago, as Trustee
  
   5        Opinion of James N. Cundiff, Esq.
  
  23(a)     Independent Auditors' Consent
  
  23(b)     Legal Counsel's Consent
  
  24        Power of Attorney
  
                                         10