1                                        Registration No. 33-62524

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C., 20549
                       POST-EFFECTIVE AMENDMENT NO. 1
                                     to
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                    THE WESTERN COMPANY OF NORTH AMERICA
           (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                       75-0763484   
  (State or Other Jurisdiction              (IRS Employer Identification No.)
of Incorporation or Organization)

  515 Post Oak Blvd., Houston, Texas                                77027  
(Address of Principal Executive Offices)                         (Zip Code)


                    The Western Company of North America
                    Long-Term Performance Incentive Plan


                          (Full Title of the Plan)


                          Graham L. Adelman, Esq.
                 Senior Vice President and General Counsel
                    The Western Company of North America
                             515 Post Oak Blvd.
                            Houston, Texas 77027       
                  (Name and Address of Agent for Service)

                               (713) 629-2600   
       (Telephone Number, Including Area Code, of Agent For Service)

Approximate date of proposed commencement of sales pursuant to the Plan:
Sales to the Participants in the Plan of the Securities registered
hereunder are expected to occur from time to time subject to the terms of
the Plan, as and when provided for by the Plan.

                      CALCULATION OF REGISTRATION FEE
   


                                                   Proposed              Proposed
       Title of                                     Maximum               Maximum
      Securities              Amount               Offering              Aggregate             Amount of
        to be                 to be                  Price               Offering            Registration
      Registered            Registered            Per Share*              Price*                 Fee**

                                                                                   
  Common Stock               529,429
  Par value $.10                                   $11.9375             $7,162,500             $1,790.63

 <FN>
 *  Estimated solely for the purpose of calculating the registration fee.
 ** The fee shown represents the fee already paid upon filing of the
     original Registration Statement on Form S-8 dated May 3, 1993.

    

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.


 2



                                 SIGNATURES

      Pursuant to the requirements 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 Houston, State of Texas, on this
13th day of April, 1995.

                              THE WESTERN COMPANY OF NORTH AMERICA


                              By: /s/ Graham L. Adelman
                                   Name: Graham L. Adelman
                                   Title: Senior Vice President,
                                          General Counsel and Secretary


 3

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


/s/ Sheldon R. Erikson
Sheldon R. Erikson        Chairman of the Board of Directors  April 13, 1995
                          and Chief Executive Officer
                          (Principal Executive Officer)

/s/ Thomas R. Hix
Thomas R. Hix             Senior Vice President and Chief     April 13, 1995   
                          Financial Officer (Principal
                          Financial Officer)

/s/ Graham L. Adelman
Graham L. Adelman         Senior Vice President, General      April 13, 1995
                          Counsel, Secretary and Director

/s/ Steven P. Beatty
Steven P. Beatty          Vice President and Controller       April 13, 1995
                          (Principal Accounting Officer)


/s/ Graham L. Adelman*
Nathan M. Avery           Director                            April 13, 1995

/s/ Graham L. Adelman*
David A.B. Brown          Director                            April 13, 1995


/s/ Graham L. Adelman*
Grant A. Dove             Director                            April 13, 1995

/s/ Graham L. Adelman*
William J. Johnson        Director                            April 13, 1995

/s/ Graham L. Adelman*
Michael E. Patrick        Director                            April 13, 1995

/s/ Graham L. Adelman*
David Ross III            Director                            April 13, 1995

* Attorney-in-Fact