<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1995.
REGISTRATION NO. 33-26867
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 4
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
LYONDELL PETROCHEMICAL COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1221 MCKINNEY STREET, SUITE 1600
HOUSTON, TEXAS 77010
(713) 652-7200
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
DELAWARE 95-4160558
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------
LYONDELL PETROCHEMICAL COMPANY
401(K) AND SAVINGS PLAN
FORMERLY KNOWN AS THE
CAPITAL ACCUMULATION PLAN FOR
NON-REPRESENTED EMPLOYEES
(FULL TITLE OF THE PLAN)
-----------
KERRY A. GALVIN, ESQ.
FINANCE COUNSEL & ASSISTANT SECRETARY
LYONDELL PETROCHEMICAL COMPANY
1221 MCKINNEY STREET, SUITE 1600
HOUSTON, TEXAS 77010
(713) 652-7200
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------
================================================================================
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Part II
(Information Required in the Registration Statement)
Effective as of June 30, 1995, the Lyondell Petrochemical Company Savings Plan
for Non-Represented Employees was merged into the Lyondell Petrochemical Company
Capital Accumulation Plan for Non-Represented Employees and effective July 1,
1995, the Lyondell Petrochemical Company Capital Accumulation Plan for Non-
Represented Employees was amended and its name was changed to "Lyondell
Petrochemical Company 401(k) and Savings Plan" (the "Plan").
<PAGE>
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 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 JULY 19, 1995.
LYONDELL PETROCHEMICAL COMPANY
By: /s/ BOB G. GOWER
___________________________________________
Bob G. Gower
Chairman of the Board 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 AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
BOB G. GOWER Chairman of the Board and Chief July 19, 1995
- ------------------------------------------------- Executive Officer
(Bob G. Gower, Principal Executive Officer)
WILLIAM T. BUTLER* Director July 19, 1995
- -------------------------------------------------
(William T. Butler)
D. TRAVIS ENGEN* Director July 19, 1995
- -------------------------------------------------
(D. Travis Engen)
STEPHEN F. HINCHLIFFE, JR.* Director July 19, 1995
- -------------------------------------------------
(Stephen F. Hinchliffe, Jr.)
DUDLEY C. MECUM II* Director July 19, 1995
- -------------------------------------------------
(Dudley C. Mecum II)
DAN F. SMITH President, Chief Operating July 19, 1995
- ------------------------------------------------- Officer and Director
(Dan F. Smith)
PAUL R. STALEY* Director July 19, 1995
- -------------------------------------------------
(Paul R. Staley)
RUSSELL S. YOUNG Senior Vice President, Chief July 19, 1995
- ------------------------------------------------- Financial Officer and Treasurer
(Russell S. Young, Principal Financial Officer)
JOSEPH M. PUTZ Vice President and Controller July 19, 1995
- -------------------------------------------------
(Joseph M. Putz, Principal Accounting Officer)
*By BOB G. GOWER July 19, 1995
--------------------------------------------
(Bob G. Gower, as Attorney-in-fact)
</TABLE>
<PAGE>
SIGNATURE
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN (FORMERLY KNOWN AS
THE LYONDELL PETROCHEMICAL COMPANY CAPITAL ACCUMULATION PLAN FOR NON-REPRESENTED
EMPLOYEES) 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 JULY 19, 1995.
LYONDELL PETROCHEMICAL COMPANY
401(K) AND SAVINGS PLAN
By: /s/ RICHARD W. PARK
-----------------------------------------
Richard W. Park
Chairman of the Benefits Administrative
Committee for the Lyondell Petrochemical
Company 401(k) and Savings Plan
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Page
Exhibit No. Description Number*
- ------------- ------------------ ----------
<C> <S> <C>
25 Power of Attorney.
</TABLE>
_______________________
* This information appears only in the manually signed original.
<PAGE>
EXHIBIT 25
LYONDELL PETROCHEMICAL COMPANY
POWER OF ATTORNEY
-----------------
Each person whose signature appears below hereby constitutes and appoints
Bob G. Gower, Joseph M. Putz and Russell S. Young, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, in connection with any outstanding securities of
Lyondell Petrochemical Company (the "Company"), or any public offering or other
issuance of any securities of the Company authorized by the Board of Directors
of the Company, or by the Executive Committee thereof pursuant to due
authorization by such Board, (1) to execute and file, or cause to be filed, with
the United States Securities and Exchange Commission (the "Commission"), (A)
Registration Statements and any and all amendments (including post-effective
amendments) thereto and to file, or cause to be filed, all exhibits thereto and
other documents in connection therewith as required by the Commission in
connection with such registration under the Securities Act of 1933,
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as amended, and (B) any report or other document required to be filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended, (2) to execute and file, or cause to be filed, any application for
registration or exemption therefrom, any report or any other document required
to be filed by the Company under the Blue Sky or securities law of any of the
United States and to furnish any other information required in connection
therewith, (3) to execute and file, or cause to be filed, any application for
registration or exemption therefrom under the securities laws of any
jurisdiction outside the United States, including any reports or other documents
required to be filed subsequent to the issuance of such securities, and (4) to
execute and file, or cause to be filed, any application for listing such
securities on the New York Stock Exchange, or any other securities exchange in
any other jurisdiction where any such securities are proposed to be sold,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act required to be done as he or she
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue of this power of attorney. Each person whose signature appears
below may at any time revoke this power of attorney as to himself or herself
only by an instrument in writing specifying that this power of attorney is
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<PAGE>
revoked as to him or her as of the date of execution of such instrument or at a
subsequent specified date. This power of attorney shall be revoked
automatically with respect to any person whose signature appears below effective
on the date he or she ceases to be a member of the Board of Directors or an
officer of the Company. Any revocation hereof shall not void or otherwise
affect any acts performed by any attorney-in-fact and agent named herein
pursuant to this power of attorney prior to the effective date of such
revocation.
Dated: March 24, 1995
Signature Title
--------- -----
BOB G. GOWER Chairman, Chief Executive
- ------------------------------ Officer and Director
Bob G. Gower
(Principal Executive Officer)
RUSSELL S. YOUNG Senior Vice President,
- ------------------------------ Chief Financial Officer and Treasurer
Russell S. Young
(Principal Financial Officer)
JOSEPH M. PUTZ Vice President and
- ------------------------------ Controller
Joseph M. Putz
(Principal Accounting Officer)
3 of 4
<PAGE>
Signature Title
--------- -----
WILLIAM T. BUTLER Director
- ------------------------------
Dr. William T. Butler
D. TRAVIS ENGEN Director
- ------------------------------
D. Travis Engen*
STEPHEN F. HINCHLIFFE, JR. Director
- ------------------------------
Stephen F. Hinchliffe, Jr.
DUDLEY C. MECUM II Director
- ------------------------------
Dudley C. Mecum II
DAN F. SMITH Director
- ------------------------------
Dan F. Smith
PAUL R. STALEY Director
- ------------------------------
Paul R. Staley
* Effective as of April 1, 1995
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