<PAGE>   1
                                                                     (conformed)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933

                             PDG REMEDIATION, INC.
             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                           25-1741849
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

 300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA                       15146
  (Address of principal executive offices)                       (Zip Code)

                         AMENDED 1994 STOCK OPTION PLAN
                            (Full title of the plan)

                    Christina L. Goetz, Assistant Secretary
                                300 Oxford Drive
                        Monroeville, Pennsylvania 15146
                    (Name and address of agent for service)

                                 (412) 856-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
     Title of                                                Proposed                    Proposed
    securities                       Amount                    maximum                    maximum                Amount of
       to be                          to be                offering price                aggregate             registration
    registered                     registered                per share*               offering price                fee
    ----------                     ----------                ----------               --------------                ---
   <S>                           <C>                           <C>                       <C>                      <C>
   Common Stock                  350,000 shares                $1.125                    $393,750                 $135.78
</TABLE>


*Computed with respect to the closing bid price of the Common Stock reported on
 the NASDAQ Stock Market on November 4, 1996, of $1.125 per share solely for
 the purpose of determining the registration fee.

<PAGE>   2

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

                                   PROSPECTUS

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


                                 350,000 Shares
                             PDG REMEDIATION, INC.
                                  Common Stock

                          (Par Value $0.01 per Share)

           Offered as set forth herein under the Amended 1994 Stock Option Plan
           to selected employees, consultants, and non-employee directors of
           PDG Remediation, Inc. and its subsidiaries.

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


PDG Remediation, Inc. (the "Corporation") is subject to the informational
requirements of the Securities and Exchange Act of 1934, and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission. The Corporation's securities are listed on NASDAQ.

The Corporation, upon the written or oral request of any person to whom this
Prospectus is delivered, shall undertake to provide, without charge to such
person, a copy of the documents incorporated by reference in Item 3 of Part II
of the Registration Statement and incorporated by reference into this
Prospectus and a copy of the Corporation's Annual Report on Form 10-K for its
latest fiscal year. Such a request should be directed to Ms. Christina Goetz,
Assistant Secretary of the Corporation, 300 Oxford Drive, Monroeville,
Pennsylvania 15146 (Telephone (412) 856-6100).

This Prospectus omits certain information relating to the securities offered
hereby which the Corporation has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and to which,
reference is hereby made for further information with respect to the
Corporation and such securities.

                               Table of Contents

<TABLE>
<CAPTION>
DESCRIPTION                                                                PAGE
<S>                                                                          <C>
General.............................................................         2
Grant of Options....................................................         3
Tax Effects of Plan Participation...................................         6
</TABLE>


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

This document constitutes a prospectus covering securities that have been
registered under the Securities Act of 1933. The date of this Prospectus is
November 7, 1996.

<PAGE>   3

                             PDG REMEDIATION, INC.
                         AMENDED 1994 STOCK OPTION PLAN

GENERAL

The 1994 Stock Option Plan (the "Plan"), which provided for the issuance of up
to 250,000 shares of PDG Remediation, Inc. common stock, was originally adopted
by the Board of Directors of PDG Remediation, Inc. (the "Corporation") on July
21, 1994. Certain amendments to the Plan were approved at the August 15, 1996
Annual Meeting of Shareholders. These amendments included an increase in the
number of shares that may be issued under the Plan from 250,000 shares to
350,000 shares and certain administrative amendments.

The Amended 1994 Stock Option Plan (the "Amended Plan") provides for the grant
of options to purchase an aggregate of up to 350,000 shares of the
Corporation's common stock. All present and future employees, consultants and
non-employee directors of the Corporation or any parent or subsidiary of the
Corporation are eligible to receive grants of options under the Amended Plan in
accordance with its terms and conditions.

The purposes of the Amended Plan are to encourage stock ownership in the
Corporation by selected employees, consultants and non-employee directors of
the Corporation, to provide such persons with additional incentives to remain
with the Corporation and increase their efforts on its behalf, to provide a
means through which the Corporation may attract, retain and motivate
outstanding employees, consultants and non-employee directors and to remain
competitive in its compensation practices.

The Amended Plan is administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors of the Corporation. The
Committee consists of not less than two non-employee members of the Board of
Directors. The Committee is responsible for interpreting the Amended Plan and
prescribing such rules, regulations and procedures in connection with the
operations of the Amended Plan in order to administer the Amended Plan
consistent with its stated purposes. All questions as to stock options granted
under the Amended Plan are also subject to the determination of the Committee.

The aggregate number of shares of the Corporation's common stock for which
options may be awarded under the Amended Plan is limited to 350,000. If an
option awarded under the Amended Plan to any individual expires, is terminated
unexercised, or is forfeited, the shares covered thereby shall be available for
future grants. The shares of the Corporation's common stock reserved for
issuance under the Amended Plan may be authorized and unissued shares of common
stock or shares of the Corporation's common stock held in treasury.

The number of shares subject to any option under the Amended Plan and the per
share price are subject to adjustment in the event of any change in the common
stock of the Corporation by reason of any reorganization, recapitalization,
stock split, stock dividend or otherwise.

The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the Amended Plan at any time, provided that no amendment
shall be made which (i) shall increase the total number of shares which may be
issued and sold pursuant to options granted under the Amended Plan, (ii)
extends the term of any option granted beyond ten years from the date of its
grant, (iii) increases materially the benefits accruing to participants under
the Amended Plan, or (iv) is required by law to be approved by the
Corporation's shareholders, unless such amendment is made by or with the
approval of the shareholders.

The Amended Plan is not qualified under Section 401(a) of the Internal Revenue
Code, nor is it subject to the provisions of the Employee Retirement Income
Security Act of 1974.

The costs and expenses of administering the Amended Plan are borne by the
Corporation.

                                       2

<PAGE>   4

GRANT OF OPTIONS

NON-EMPLOYEE DIRECTORS

Each participant who is a non-employee director of the Corporation at the
effective date of the Plan (July 21, 1994) shall be granted non-qualified stock
options, i.e., options which do not qualify under Section 422 of the Internal
Revenue Code, to purchase 10,000 shares of the Corporation's common stock. From
and after July 21, 1994, each non-employee director of the Corporation who has
not previously received options pursuant to the Amended Plan shall
automatically and without further action by the Board of Directors be granted
options to purchase 10,000 shares of the common stock of the Corporation upon
his election as a director of the Corporation.

On the fifth business day following the day of each annual meeting of the
stockholders of the Corporation, commencing with the Corporation's annual
meeting of shareholders in 1995, each non-employee director who has served for
at least twelve (12) consecutive months shall automatically and without further
action by the Board of Directors or the Committee be granted additional options
to purchase 1,250 shares of the common stock of the Corporation; provided,
however, that the maximum number of shares of common stock which may be granted
to any single non-employee director pursuant to the Amended Plan may not exceed
15,000 and that once any non-employee director has been granted options to
purchase 15,000 shares of common stock under the Amended Plan, no additional
options shall be granted to such non-employee director.

The options granted to non-employee directors under the Amended Plan shall be
subject to the following terms and conditions:

         1.   The price of the shares of common stock subject to option shall
              be the fair market value of such shares on the date such option
              is granted.

         2.   The price per share with respect to each option shall be payable
              in full at the time the option is exercised. Such price shall be
              payable in cash or by delivery to the Corporation of other shares
              of common stock of the Corporation owned by the grantee. Shares
              delivered to the Corporation in payment of the option price shall
              be valued at the fair market value of the common stock of the
              Corporation on the date of the exercise of the option. Payment of
              the option price with shares of the common stock of the
              Corporation shall not increase the number of shares of the common
              stock which may be issued under the Amended Plan.

         3.   The right of non-employee directors to exercise options granted
              under the Amended Plan shall immediately vest and become fully
              exercisable upon the date of grant. No stock option shall be
              exercisable after the expiration of ten (10) years from the date
              of grant of the option.

         4.   If the service of a grantee as a non-employee director of the
              Corporation is terminated due to such director's death, the
              grantee's legal representative shall have the right, within one
              year after the date of death of the non-employee director (but
              not after the expiration date of the option), to exercise all or
              any part of the options which the deceased grantee had not
              exercised at the time of his or her death.

         5.   If the service of the grantee as director of the Corporation is
              terminated for any reason other than the death of the grantee,
              the grantee shall have the right to exercise all or any part of
              the options which the grantee had not exercised at the time of
              such termination under the expiration date of the options.

         6.   The grant of all options shall be confirmed by a notice executed
              on behalf of the Corporation by the Secretary or Assistant
              Secretary of the Corporation.

         7.   With respect to any option granted under the Amended Plan, the
              Committee may, in its sole discretion, impose such other
              restrictions, provisions, conditions, or terms as it deems
              appropriate, subject to the foregoing provisions. Any such
              restrictions, terms, provisions and conditions shall be set forth
              in the notice to which reference is made above.

                                       3

<PAGE>   5
EMPLOYEES

The Committee, in its sole discretion, may from time to time determine the
employees of the Corporation or any parent or subsidiary of the Corporation to
whom options are to be granted. Any options granted under the Amended Plan
shall be subject to the following terms and conditions:

         1.   Each grantee who is an employee of the Corporation or any parent
              or subsidiary of the Corporation shall be required to enter into
              an option agreement with the Corporation.

         2.   The price of shares of common stock subject to option shall be
              set by the Committee at the time an option is granted, but in no
              event shall such price be less than the fair market value of such
              shares on the date such option is granted.

         3.   The price per share with respect to each option shall be payable
              in full at the time the option is exercised. Such price shall be
              payable in cash or by delivery to the Corporation of other shares
              of common stock of the Corporation owned by the grantee. Shares
              delivered to the Corporation in payment of the option price shall
              be valued at the fair market value of the common stock of the
              Corporation on the date of the exercise of the option. Payment of
              the option price with shares of the common stock of the
              Corporation shall not increase the number of shares of the common
              stock which may be issued under the Amended Plan.

         4.   No option granted to an employee of the Corporation or any parent
              or subsidiary of the Corporation shall be exercisable for a
              period of one (1) year from the date of grant. Thereafter, such
              options shall be exercisable in such installments as set forth in
              the applicable option agreement as the Committee, in its sole
              discretion, may determine. The Committee may, in its discretion,
              accelerate the exercisability of options granted to employees. No
              option shall be exercisable after the expiration of ten years
              from the date of grant of the option.

         5.   If the service of a grantee as an employee of the Corporation or
              any parent or subsidiary of the Corporation is terminated due to
              such grantee's disability, retirement approved by the Corporation
              or death, the grantee or the grantee's legal representative, as
              the case may be, shall have the right, within one year after the
              date of disability, retirement or death, as the case may be, of
              the employee (but not after the expiration date of the option) to
              exercise all or any part of the options which the disabled,
              retired or deceased grantee could have exercised at the time of
              the grantee's disability, retirement or death, but which the
              disabled, retired or deceased grantee had not exercised at such
              time. All options which have not vested (are not exercisable) as
              of the date of the grantee's disability, retirement or death
              shall be deemed to have terminated as of the date of such event.

         6.   If the service of a grantee as an employee of the Corporation or
              any parent or subsidiary of the Corporation is terminated for any
              reason other than disability, retirement approved by the
              Corporation or death, the grantee shall have the right, within
              three (3) months after the date of such termination, to exercise
              the options that have vested as of the date the grantee's service
              is terminated. Options that have not vested on or before the date
              the grantee's service is terminated shall be forfeited and
              terminated immediately upon such termination of service.

         7.   The grant of all options shall be confirmed by a notice executed
              on behalf of the Corporation by the Secretary or Assistant
              Secretary of the Corporation.

         8.   With respect to any option granted under the Amended Plan, the
              Committee may, in its sole discretion, impose such other
              restrictions, provisions, conditions or terms, as it deems
              appropriate, subject to the foregoing provisions. Any such
              restrictions, terms, provisions and conditions shall be set forth
              in the notice to which reference is made above.

                                       4

<PAGE>   6

CONSULTANTS

The Committee, in its sole discretion, may from time to time, determine the
consultants to the Corporation or to any parent or subsidiary of the
Corporation to whom options are to be granted. Any options granted under the
Amended Plan shall be subject to the following terms and conditions:

         1.   Each grantee who is a consultant to the Corporation or any parent
              or subsidiary of the Corporation shall be required to enter into
              an option agreement with the Corporation.

         2.   The price of shares of common stock subject to option shall be
              set by the Committee at the time the option is granted, but in no
              event shall the price be less than the fair market value of such
              shares on the date such option is granted.

         3.   The price per share with respect to each option shall be payable
              in full at the time the option is exercised. Such price shall be
              payable in cash or by delivery to the Corporation of other shares
              of common stock of the Corporation owned by the grantee. Shares
              delivered to the Corporation in payment of the option price shall
              be valued at the fair market value of the common stock of the
              Corporation on the date of the exercise of the option. Payment of
              the option price with the shares of the common stock of the
              Corporation shall not increase the number of shares of the common
              stock which may be issued under the Plan.

         4.   Options shall be exercisable by consultants to the Corporation or
              any parent or subsidiary of the Corporation in such installments
              as set forth in the applicable option agreement, as the
              Committee, in its sole discretion, may determine. The Committee
              may, in its discretion, accelerate the exercisability of options
              granted to consultants. No option may be exercisable after the
              expiration of ten (10) years from the date of the option.

         5.   Subject to the provisions of Section 6 below, options may be
              exercised by a consultant to the Corporation or any parent or
              subsidiary of the Corporation pursuant to the terms of the
              applicable option agreement, regardless of whether the consultant
              remains associated with the Corporation or any parent or
              subsidiary of the Corporation for any time after the grant of the
              option.

         6.   At the death of a consultant, the grantee's legal representative
              shall have the right, within one year after the date of death of
              the consultant (but not later than the expiration date of the
              option) to exercise all or any part of the options which the
              deceased grantee had not exercised at the time of the grantee's
              death. Notwithstanding the foregoing, all options which have not
              been vested as of the date of the grantee's death shall be deemed
              to have been terminated as of the date of such death.

         7.   The grant of all options shall be confirmed by a notice executed
              on behalf of the Corporation by the Secretary or Assistant
              Secretary of the Corporation.

         8.   With respect to any option granted under the Plan, the Committee
              may, in its sole discretion, impose such other restrictions,
              provisions, conditions or terms as it deems appropriate, subject
              to the foregoing provisions. Any such restrictions, terms,
              provisions and conditions shall be set forth in the notice to
              which reference is made above.

                                       5

<PAGE>   7

TAX EFFECTS OF PLAN PARTICIPATION

         Upon the grant of the option to the participant, no federal tax effect
shall occur with respect to the Corporation or the participant. When the
participant exercises the option, he/she will be taxed, as ordinary income, on
the aggregate difference between the fair market value of the stock on the date
of exercise and the exercise price of the option. The income to the participant
is subject to income tax withholding requirements. The Corporation may deduct
as compensation expense the aggregate difference between the fair market value
of the stock on the date of exercise and the exercise price of the option. Upon
the sale of the stock acquired by the participant pursuant to the exercise of
his/her option, the participant must report a capital gain (or loss) in the
amount of the difference between the sales price and the fair market value of
the stock on the date of exercise.

         Participants are advised to consult their own tax counsel in regard to
the specific application of the federal income tax laws to their respective
situations.

                                       6

<PAGE>   8

                                    PART II
                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Corporation with the Securities and
Exchange Commission, are incorporated herein by reference:

       (a)    Annual Report on Form 10-K for the year ended January 31, 1996.

       (b)    Form 10-K/A No. 1 for the year ended January 31, 1996, dated May
              30, 1996.

       (c)    Quarterly Report on Form 10-Q for the three months ended April
              30, 1996.

       (d)    Quarterly Report on Form 10-Q for the three months ended July 31,
              1996.

       (e)    Definitive proxy statement, filed pursuant to Section 14 of the
              Exchange Act in connection with the August 15, 1996 Annual
              Meeting of the Corporation's Stockholders.

       (f)    Description of common stock of the Corporation included in its
              Articles of Incorporation filed as Exhibit 3.1 to its
              registration statement on Form S-1 (No. 33-82092), effective as
              of February 9, 1995.

All reports and other documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby are sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such reports and documents.

ITEM 4.       DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation's Articles of Incorporation provide the Corporation with the
power to 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 proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation -- a "derivative action"), by reason of the fact
that he or she 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 domestic or foreign
corporation, partnership, joint venture trust or other enterprise. The
Corporation shall indemnify its directors, officers, employees and agents
against expenses (including attorneys' fees and disbursements), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe their conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or 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 that they reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that their
conduct was unlawful.

<PAGE>   9

A similar standard of care is applicable in the case of a derivative action,
except that indemnification only extends to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action
and court approval is required before there can be any indemnification where
the person seeking indemnification has been found to be liable to the
Corporation.

The Corporation's Articles of Incorporation provide for indemnification only as
authorized in a specific case upon a determination that the person seeking
indemnity has met the applicable standard of conduct. Said determination can be
made by the majority vote of disinterested members of the Board of Directors,
by independent legal counsel or by the stockholders.

The Corporation will pay the litigation expenses of a director, officer,
employee or agent as they are incurred. Any expenses incurred in defending any
action or proceeding may be paid by the Corporation in advance of the final
disposition of the action or proceeding upon receipt by the Corporation of an
undertaking by or on behalf of any director, officer, employee or agent to
repay the amount if it is ultimately determined that they are not entitled to
be indemnified by the Corporation.

The indemnification requirement might have a significant adverse effect on the
Corporation and its stockholders in the event of a substantial judgment or
settlement with respect to a director, officer, employee or agent entitled to
indemnification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.       EXHIBITS

The following exhibits have been filed as part of this registration statement.

<TABLE>
<CAPTION>
                                                                                                          PAGES OF
                                                                                                         SEQUENTIAL
                                        EXHIBIT INDEX                                                  NUMBERING SYSTEM
                                        -------------                                                  ----------------
       <S>    <C>                                                                                      <C>
       4.1    Articles of Incorporation of the Corporation, filed as Exhibit 3.1
              to the Corporation's registration statement on Form S-1 (No. 33-
              82092), effective as of February 9, 1995, is incorporated herein
              by reference.

       4.2    By-laws of the Corporation, filed as Exhibit 3.2 to the
              Corporation's registration statement on Form S-1 (No. 33-82092),
              effective as of February 9, 1995, is incorporated herein by
              reference.

       5.1    Opinion of Thorp, Reed & Armstrong, counsel for the Corporation,
              as to the legality of the securities being registered.

       23.1   The consent of Ernst & Young LLP, independent auditors.

       23.2   The consent of Thorp, Reed & Armstrong, counsel for the
              Corporation (included in Exhibit 5.1).

       24.1   Power of Attorney of certain directors.
</TABLE>

<PAGE>   10

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 of 1933;

              (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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no more than a
                    20% change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective 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 to such
                    information in the registration statement.

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
              not apply if the registration statement is on Form S-3, Form S-8,
              or Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or Section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by
              reference in the registration statement.

        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, 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 of 1933, each filing of the registrant's annual
              report pursuant to Section 13(a) or Section 15(d) of the
              Securities Exchange Act of 1934 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 that time shall
              be deemed to be the initial bona fide offering thereof.

        (5)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 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 Securities and Exchange
              Commission such indemnification is against public policy as
              expressed in the 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 Act and will be governed by the final adjudication of such
              issue.

<PAGE>   11

                                   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 Monroeville, State of Pennsylvania, on November 7,
1996.

                                     PDG REMEDIATION, INC.


                                     By  /s/ John M. Musacchio
                                        -------------------------------------
                                        President and Chief Operating 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
date indicated.

   /s/   John M. Musacchio
-------------------------------------
President and Chief Operating Officer        November 7, 1996
(Principal Executive Officer
and Director)

   /s/  Michael Smith                    By  /s/ John M. Musacchio
-------------------------------------       -----------------------------------
Chief Financial Officer                     John M. Musacchio, Attorney-in-Fact
(Principal Financial and                    November 7, 1996
Accounting Officer and Director)




Edgar Berkey, Director                   By  /s/ John M. Musacchio
Jimmy Sh Lee, Director                      -----------------------------------
Roy Zanatta, Director                       John M. Musacchio, Attorney-in-Fact
Leonard Petersen, Director                  November 7, 1996
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1
                                                                     (conformed)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933

                             PDG REMEDIATION, INC.
             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                           25-1741849
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

 300 OXFORD DRIVE, MONROEVILLE, PENNSYLVANIA                       15146
  (Address of principal executive offices)                       (Zip Code)

                         AMENDED 1994 STOCK OPTION PLAN
                            (Full title of the plan)

                    Christina L. Goetz, Assistant Secretary
                                300 Oxford Drive
                        Monroeville, Pennsylvania 15146
                    (Name and address of agent for service)

                                 (412) 856-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of                                                Proposed                    Proposed
    securities                       Amount                    maximum                    maximum                Amount of
       to be                          to be                offering price                aggregate             registration
    registered                     registered                per share*               offering price                fee
    ----------                     ----------                ----------               --------------                ---
Common Stock                  350,000 shares                $1.125                    $393,750                 $135.78
*Computed with respect to the closing bid price of the Common Stock reported on
 the NASDAQ Stock Market on November 4, 1996, of $1.125 per share solely for
 the purpose of determining the registration fee.
2

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                                   PROSPECTUS

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                                 350,000 Shares
                             PDG REMEDIATION, INC.
                                  Common Stock

                          (Par Value $0.01 per Share)

           Offered as set forth herein under the Amended 1994 Stock Option Plan
           to selected employees, consultants, and non-employee directors of
           PDG Remediation, Inc. and its subsidiaries.

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PDG Remediation, Inc. (the "Corporation") is subject to the informational
requirements of the Securities and Exchange Act of 1934, and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission. The Corporation's securities are listed on NASDAQ.

The Corporation, upon the written or oral request of any person to whom this
Prospectus is delivered, shall undertake to provide, without charge to such
person, a copy of the documents incorporated by reference in Item 3 of Part II
of the Registration Statement and incorporated by reference into this
Prospectus and a copy of the Corporation's Annual Report on Form 10-K for its
latest fiscal year. Such a request should be directed to Ms. Christina Goetz,
Assistant Secretary of the Corporation, 300 Oxford Drive, Monroeville,
Pennsylvania 15146 (Telephone (412) 856-6100).

This Prospectus omits certain information relating to the securities offered
hereby which the Corporation has filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and to which,
reference is hereby made for further information with respect to the
Corporation and such securities.

                               Table of Contents
DESCRIPTION                                                                PAGE
General.............................................................         2
Grant of Options....................................................         3
Tax Effects of Plan Participation...................................         6
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This document constitutes a prospectus covering securities that have been
registered under the Securities Act of 1933. The date of this Prospectus is
November 7, 1996.
3

                             PDG REMEDIATION, INC.
                         AMENDED 1994 STOCK OPTION PLAN

GENERAL

The 1994 Stock Option Plan (the "Plan"), which provided for the issuance of up
to 250,000 shares of PDG Remediation, Inc. common stock, was originally adopted
by the Board of Directors of PDG Remediation, Inc. (the "Corporation") on July
21, 1994. Certain amendments to the Plan were approved at the August 15, 1996
Annual Meeting of Shareholders. These amendments included an increase in the
number of shares that may be issued under the Plan from 250,000 shares to
350,000 shares and certain administrative amendments.

The Amended 1994 Stock Option Plan (the "Amended Plan") provides for the grant
of options to purchase an aggregate of up to 350,000 shares of the
Corporation's common stock. All present and future employees, consultants and
non-employee directors of the Corporation or any parent or subsidiary of the
Corporation are eligible to receive grants of options under the Amended Plan in
accordance with its terms and conditions.

The purposes of the Amended Plan are to encourage stock ownership in the
Corporation by selected employees, consultants and non-employee directors of
the Corporation, to provide such persons with additional incentives to remain
with the Corporation and increase their efforts on its behalf, to provide a
means through which the Corporation may attract, retain and motivate
outstanding employees, consultants and non-employee directors and to remain
competitive in its compensation practices.

The Amended Plan is administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors of the Corporation. The
Committee consists of not less than two non-employee members of the Board of
Directors. The Committee is responsible for interpreting the Amended Plan and
prescribing such rules, regulations and procedures in connection with the
operations of the Amended Plan in order to administer the Amended Plan
consistent with its stated purposes. All questions as to stock options granted
under the Amended Plan are also subject to the determination of the Committee.

The aggregate number of shares of the Corporation's common stock for which
options may be awarded under the Amended Plan is limited to 350,000. If an
option awarded under the Amended Plan to any individual expires, is terminated
unexercised, or is forfeited, the shares covered thereby shall be available for
future grants. The shares of the Corporation's common stock reserved for
issuance under the Amended Plan may be authorized and unissued shares of common
stock or shares of the Corporation's common stock held in treasury.

The number of shares subject to any option under the Amended Plan and the per
share price are subject to adjustment in the event of any change in the common
stock of the Corporation by reason of any reorganization, recapitalization,
stock split, stock dividend or otherwise.

The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the Amended Plan at any time, provided that no amendment
shall be made which (i) shall increase the total number of shares which may be
issued and sold pursuant to options granted under the Amended Plan, (ii)
extends the term of any option granted beyond ten years from the date of its
grant, (iii) increases materially the benefits accruing to participants under
the Amended Plan, or (iv) is required by law to be approved by the
Corporation's shareholders, unless such amendment is made by or with the
approval of the shareholders.

The Amended Plan is not qualified under Section 401(a) of the Internal Revenue
Code, nor is it subject to the provisions of the Employee Retirement Income
Security Act of 1974.

The costs and expenses of administering the Amended Plan are borne by the
Corporation.

                                       2
4

GRANT OF OPTIONS

NON-EMPLOYEE DIRECTORS

Each participant who is a non-employee director of the Corporation at the
effective date of the Plan (July 21, 1994) shall be granted non-qualified stock
options, i.e., options which do not qualify under Section 422 of the Internal
Revenue Code, to purchase 10,000 shares of the Corporation's common stock. From
and after July 21, 1994, each non-employee director of the Corporation who has
not previously received options pursuant to the Amended Plan shall
automatically and without further action by the Board of Directors be granted
options to purchase 10,000 shares of the common stock of the Corporation upon
his election as a director of the Corporation.

On the fifth business day following the day of each annual meeting of the
stockholders of the Corporation, commencing with the Corporation's annual
meeting of shareholders in 1995, each non-employee director who has served for
at least twelve (12) consecutive months shall automatically and without further
action by the Board of Directors or the Committee be granted additional options
to purchase 1,250 shares of the common stock of the Corporation; provided,
however, that the maximum number of shares of common stock which may be granted
to any single non-employee director pursuant to the Amended Plan may not exceed
15,000 and that once any non-employee director has been granted options to
purchase 15,000 shares of common stock under the Amended Plan, no additional
options shall be granted to such non-employee director.

The options granted to non-employee directors under the Amended Plan shall be
subject to the following terms and conditions:

         1.   The price of the shares of common stock subject to option shall
              be the fair market value of such shares on the date such option
              is granted.

         2.   The price per share with respect to each option shall be payable
              in full at the time the option is exercised. Such price shall be
              payable in cash or by delivery to the Corporation of other shares
              of common stock of the Corporation owned by the grantee. Shares
              delivered to the Corporation in payment of the option price shall
              be valued at the fair market value of the common stock of the
              Corporation on the date of the exercise of the option. Payment of
              the option price with shares of the common stock of the
              Corporation shall not increase the number of shares of the common
              stock which may be issued under the Amended Plan.

         3.   The right of non-employee directors to exercise options granted
              under the Amended Plan shall immediately vest and become fully
              exercisable upon the date of grant. No stock option shall be
              exercisable after the expiration of ten (10) years from the date
              of grant of the option.

         4.   If the service of a grantee as a non-employee director of the
              Corporation is terminated due to such director's death, the
              grantee's legal representative shall have the right, within one
              year after the date of death of the non-employee director (but
              not after the expiration date of the option), to exercise all or
              any part of the options which the deceased grantee had not
              exercised at the time of his or her death.

         5.   If the service of the grantee as director of the Corporation is
              terminated for any reason other than the death of the grantee,
              the grantee shall have the right to exercise all or any part of
              the options which the grantee had not exercised at the time of
              such termination under the expiration date of the options.

         6.   The grant of all options shall be confirmed by a notice executed
              on behalf of the Corporation by the Secretary or Assistant
              Secretary of the Corporation.

         7.   With respect to any option granted under the Amended Plan, the
              Committee may, in its sole discretion, impose such other
              restrictions, provisions, conditions, or terms as it deems
              appropriate, subject to the foregoing provisions. Any such
              restrictions, terms, provisions and conditions shall be set forth
              in the notice to which reference is made above.

                                       3
5
EMPLOYEES

The Committee, in its sole discretion, may from time to time determine the
employees of the Corporation or any parent or subsidiary of the Corporation to
whom options are to be granted. Any options granted under the Amended Plan
shall be subject to the following terms and conditions:

         1.   Each grantee who is an employee of the Corporation or any parent
              or subsidiary of the Corporation shall be required to enter into
              an option agreement with the Corporation.

         2.   The price of shares of common stock subject to option shall be
              set by the Committee at the time an option is granted, but in no
              event shall such price be less than the fair market value of such
              shares on the date such option is granted.

         3.   The price per share with respect to each option shall be payable
              in full at the time the option is exercised. Such price shall be
              payable in cash or by delivery to the Corporation of other shares
              of common stock of the Corporation owned by the grantee. Shares
              delivered to the Corporation in payment of the option price shall
              be valued at the fair market value of the common stock of the
              Corporation on the date of the exercise of the option. Payment of
              the option price with shares of the common stock of the
              Corporation shall not increase the number of shares of the common
              stock which may be issued under the Amended Plan.

         4.   No option granted to an employee of the Corporation or any parent
              or subsidiary of the Corporation shall be exercisable for a
              period of one (1) year from the date of grant. Thereafter, such
              options shall be exercisable in such installments as set forth in
              the applicable option agreement as the Committee, in its sole
              discretion, may determine. The Committee may, in its discretion,
              accelerate the exercisability of options granted to employees. No
              option shall be exercisable after the expiration of ten years
              from the date of grant of the option.

         5.   If the service of a grantee as an employee of the Corporation or
              any parent or subsidiary of the Corporation is terminated due to
              such grantee's disability, retirement approved by the Corporation
              or death, the grantee or the grantee's legal representative, as
              the case may be, shall have the right, within one year after the
              date of disability, retirement or death, as the case may be, of
              the employee (but not after the expiration date of the option) to
              exercise all or any part of the options which the disabled,
              retired or deceased grantee could have exercised at the time of
              the grantee's disability, retirement or death, but which the
              disabled, retired or deceased grantee had not exercised at such
              time. All options which have not vested (are not exercisable) as
              of the date of the grantee's disability, retirement or death
              shall be deemed to have terminated as of the date of such event.

         6.   If the service of a grantee as an employee of the Corporation or
              any parent or subsidiary of the Corporation is terminated for any
              reason other than disability, retirement approved by the
              Corporation or death, the grantee shall have the right, within
              three (3) months after the date of such termination, to exercise
              the options that have vested as of the date the grantee's service
              is terminated. Options that have not vested on or before the date
              the grantee's service is terminated shall be forfeited and
              terminated immediately upon such termination of service.

         7.   The grant of all options shall be confirmed by a notice executed
              on behalf of the Corporation by the Secretary or Assistant
              Secretary of the Corporation.

         8.   With respect to any option granted under the Amended Plan, the
              Committee may, in its sole discretion, impose such other
              restrictions, provisions, conditions or terms, as it deems
              appropriate, subject to the foregoing provisions. Any such
              restrictions, terms, provisions and conditions shall be set forth
              in the notice to which reference is made above.

                                       4
6

CONSULTANTS

The Committee, in its sole discretion, may from time to time, determine the
consultants to the Corporation or to any parent or subsidiary of the
Corporation to whom options are to be granted. Any options granted under the
Amended Plan shall be subject to the following terms and conditions:

         1.   Each grantee who is a consultant to the Corporation or any parent
              or subsidiary of the Corporation shall be required to enter into
              an option agreement with the Corporation.

         2.   The price of shares of common stock subject to option shall be
              set by the Committee at the time the option is granted, but in no
              event shall the price be less than the fair market value of such
              shares on the date such option is granted.

         3.   The price per share with respect to each option shall be payable
              in full at the time the option is exercised. Such price shall be
              payable in cash or by delivery to the Corporation of other shares
              of common stock of the Corporation owned by the grantee. Shares
              delivered to the Corporation in payment of the option price shall
              be valued at the fair market value of the common stock of the
              Corporation on the date of the exercise of the option. Payment of
              the option price with the shares of the common stock of the
              Corporation shall not increase the number of shares of the common
              stock which may be issued under the Plan.

         4.   Options shall be exercisable by consultants to the Corporation or
              any parent or subsidiary of the Corporation in such installments
              as set forth in the applicable option agreement, as the
              Committee, in its sole discretion, may determine. The Committee
              may, in its discretion, accelerate the exercisability of options
              granted to consultants. No option may be exercisable after the
              expiration of ten (10) years from the date of the option.

         5.   Subject to the provisions of Section 6 below, options may be
              exercised by a consultant to the Corporation or any parent or
              subsidiary of the Corporation pursuant to the terms of the
              applicable option agreement, regardless of whether the consultant
              remains associated with the Corporation or any parent or
              subsidiary of the Corporation for any time after the grant of the
              option.

         6.   At the death of a consultant, the grantee's legal representative
              shall have the right, within one year after the date of death of
              the consultant (but not later than the expiration date of the
              option) to exercise all or any part of the options which the
              deceased grantee had not exercised at the time of the grantee's
              death. Notwithstanding the foregoing, all options which have not
              been vested as of the date of the grantee's death shall be deemed
              to have been terminated as of the date of such death.

         7.   The grant of all options shall be confirmed by a notice executed
              on behalf of the Corporation by the Secretary or Assistant
              Secretary of the Corporation.

         8.   With respect to any option granted under the Plan, the Committee
              may, in its sole discretion, impose such other restrictions,
              provisions, conditions or terms as it deems appropriate, subject
              to the foregoing provisions. Any such restrictions, terms,
              provisions and conditions shall be set forth in the notice to
              which reference is made above.

                                       5
7

TAX EFFECTS OF PLAN PARTICIPATION

         Upon the grant of the option to the participant, no federal tax effect
shall occur with respect to the Corporation or the participant. When the
participant exercises the option, he/she will be taxed, as ordinary income, on
the aggregate difference between the fair market value of the stock on the date
of exercise and the exercise price of the option. The income to the participant
is subject to income tax withholding requirements. The Corporation may deduct
as compensation expense the aggregate difference between the fair market value
of the stock on the date of exercise and the exercise price of the option. Upon
the sale of the stock acquired by the participant pursuant to the exercise of
his/her option, the participant must report a capital gain (or loss) in the
amount of the difference between the sales price and the fair market value of
the stock on the date of exercise.

         Participants are advised to consult their own tax counsel in regard to
the specific application of the federal income tax laws to their respective
situations.

                                       6
8

                                    PART II
                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the Corporation with the Securities and
Exchange Commission, are incorporated herein by reference:

       (a)    Annual Report on Form 10-K for the year ended January 31, 1996.

       (b)    Form 10-K/A No. 1 for the year ended January 31, 1996, dated May
              30, 1996.

       (c)    Quarterly Report on Form 10-Q for the three months ended April
              30, 1996.

       (d)    Quarterly Report on Form 10-Q for the three months ended July 31,
              1996.

       (e)    Definitive proxy statement, filed pursuant to Section 14 of the
              Exchange Act in connection with the August 15, 1996 Annual
              Meeting of the Corporation's Stockholders.

       (f)    Description of common stock of the Corporation included in its
              Articles of Incorporation filed as Exhibit 3.1 to its
              registration statement on Form S-1 (No. 33-82092), effective as
              of February 9, 1995.

All reports and other documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby are sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such reports and documents.

ITEM 4.       DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation's Articles of Incorporation provide the Corporation with the
power to 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 proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation -- a "derivative action"), by reason of the fact
that he or she 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 domestic or foreign
corporation, partnership, joint venture trust or other enterprise. The
Corporation shall indemnify its directors, officers, employees and agents
against expenses (including attorneys' fees and disbursements), judgments,
fines and amounts paid in settlement in connection with specified actions,
suits or proceedings, if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe their conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or 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 that they reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that their
conduct was unlawful.
9

A similar standard of care is applicable in the case of a derivative action,
except that indemnification only extends to expenses (including attorneys'
fees) incurred in connection with the defense or settlement of such an action
and court approval is required before there can be any indemnification where
the person seeking indemnification has been found to be liable to the
Corporation.

The Corporation's Articles of Incorporation provide for indemnification only as
authorized in a specific case upon a determination that the person seeking
indemnity has met the applicable standard of conduct. Said determination can be
made by the majority vote of disinterested members of the Board of Directors,
by independent legal counsel or by the stockholders.

The Corporation will pay the litigation expenses of a director, officer,
employee or agent as they are incurred. Any expenses incurred in defending any
action or proceeding may be paid by the Corporation in advance of the final
disposition of the action or proceeding upon receipt by the Corporation of an
undertaking by or on behalf of any director, officer, employee or agent to
repay the amount if it is ultimately determined that they are not entitled to
be indemnified by the Corporation.

The indemnification requirement might have a significant adverse effect on the
Corporation and its stockholders in the event of a substantial judgment or
settlement with respect to a director, officer, employee or agent entitled to
indemnification.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.       EXHIBITS

The following exhibits have been filed as part of this registration statement.
PAGES OF
                                                                                                         SEQUENTIAL
                                        EXHIBIT INDEX                                                  NUMBERING SYSTEM
                                        -------------                                                  ----------------
4.1    Articles of Incorporation of the Corporation, filed as Exhibit 3.1
              to the Corporation's registration statement on Form S-1 (No. 33-
              82092), effective as of February 9, 1995, is incorporated herein
              by reference.

       4.2    By-laws of the Corporation, filed as Exhibit 3.2 to the
              Corporation's registration statement on Form S-1 (No. 33-82092),
              effective as of February 9, 1995, is incorporated herein by
              reference.

       5.1    Opinion of Thorp, Reed & Armstrong, counsel for the Corporation,
              as to the legality of the securities being registered.

       23.1   The consent of Ernst & Young LLP, independent auditors.

       23.2   The consent of Thorp, Reed & Armstrong, counsel for the
              Corporation (included in Exhibit 5.1).

       24.1   Power of Attorney of certain directors.
10

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 of 1933;

              (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. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no more than a
                    20% change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective 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 to such
                    information in the registration statement.

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
              not apply if the registration statement is on Form S-3, Form S-8,
              or Form F-3, and the information required to be included in a
              post-effective amendment by those paragraphs is contained in
              periodic reports filed with or furnished to the Commission by the
              registrant pursuant to Section 13 or Section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by
              reference in the registration statement.

        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, 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 of 1933, each filing of the registrant's annual
              report pursuant to Section 13(a) or Section 15(d) of the
              Securities Exchange Act of 1934 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 that time shall
              be deemed to be the initial bona fide offering thereof.

        (5)   Insofar as indemnification for liabilities arising under the
              Securities Act of 1933 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 Securities and Exchange
              Commission such indemnification is against public policy as
              expressed in the 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 Act and will be governed by the final adjudication of such
              issue.
11

                                   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 Monroeville, State of Pennsylvania, on November 7,
1996.

                                     PDG REMEDIATION, INC.

                                     By  /s/ John M. Musacchio
                                        -------------------------------------
                                        President and Chief Operating 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
date indicated.

   /s/   John M. Musacchio
-------------------------------------
President and Chief Operating Officer        November 7, 1996
(Principal Executive Officer
and Director)

   /s/  Michael Smith                    By  /s/ John M. Musacchio
-------------------------------------       -----------------------------------
Chief Financial Officer                     John M. Musacchio, Attorney-in-Fact
(Principal Financial and                    November 7, 1996
Accounting Officer and Director)

Edgar Berkey, Director                   By  /s/ John M. Musacchio
Jimmy Sh Lee, Director                      -----------------------------------
Roy Zanatta, Director                       John M. Musacchio, Attorney-in-Fact
Leonard Petersen, Director                  November 7, 1996