AMERICAN CYANAMID CO
8-A12B/A, 1994-08-19
CHEMICALS & ALLIED PRODUCTS
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                   --------------------------

                           FORM 8-A/A

              AMENDMENT TO REGISTRATION STATEMENT
                           ON FORM 8-A
               Filed pursuant to Section 12(b) of
               THE SECURITIES EXCHANGE ACT OF 1934


                   --------------------------


                    AMERICAN CYANAMID COMPANY
                    -------------------------
       (Exact name of registrant as specified in charter)

                             MAINE
      ----------------------------------------------------
         (State or other jurisdiction of incorporation)

                   --------------------------


                         AMENDMENT NO. 4
             (to Registration Statement on Form 8-A
                      dated March 18, 1986)

  ------------------------------------------------------------
  ------------------------------------------------------------

<PAGE>

     The undersigned registrant, American Cyanamid Company (the "Company"),
hereby amends and supplements Item 2 of its Registration Statement on Form 8-A
(the "Registration Statement"), as amended by Amendments No. 1, No. 2  and No. 3
thereto, as set forth below:



ITEM 2.  Exhibits

     1.  Rights Agreement dated as of March 10, 1986, between American Cyanamid
         Company and The Chase Manhattan Bank, N.A., as Rights Agent (previously
         filed as an exhibit to the Form 8-A).

     2.  Amendment, dated as of April 29, 1986, between American Cyanamid
         Company and The Chase Manhattan Bank, N.A., as Rights Agent (previously
         filed as an exhibit to the Form 8-A/A Amendment No. 3).

     3.  Amendment, dated as of April 21, 1987, between American Cynamid
         Company and The Chase Manhattan Bank, N.A., as Rights Agent (previously
         filed as an exhibit to the Form 8 Amendment No. 2).

     4.  Letter Agreement, dated March 2, 1992 between American Cyanamid
         Company and Mellon Bank, N.A. (previously filed as an exhibit to
         Registrant's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 1992).

     5.  Amendment Agreement, dated as of August 17, 1994, between American
         Cyanamid Company and Mellon Bank, N.A., as Rights Agent (previously
         filed as an exhibit to Registrant's Report on Form 8-K dated August 
         18, 1994).

<PAGE>

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   AMERICAN CYANAMID COMPANY
                                             (Registrant)


Dated:  August 19, 1994               By   /s/ Alice C. Brennan
                                         ------------------------------
                                      Alice C. Brennan
                                      Secretary









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