<PAGE>   1
As filed with the Securities and Exchange Commission on August  25, 1997
                                                              ------
                                                    Registration No. 333-
                                                                         -------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

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


                        New Jersey                     22-2665282
               (State or other jurisdiction         (I.R.S. Employer
            of incorporation or organization)      Identification No.)

                  7000 Boulevard East
                 Guttenberg, New Jersey                 07093
         (Address of Principal Executive Offices)     (Zip Code)


                 KTI, INC. 1994 LONG-TERM INCENTIVE AWARD PLAN
                            (Full title of the plan)


                             Robert E. Wetzel, Esq.
                                 c/o KTI, INC.
                              7000 Boulevard East
                          Guttenberg, New Jersey 07093
                    (Name and address of agent for service)

                                 (201) 854-7777
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
===================================================================================================
Title of each class of                        Proposed maximum    Proposed maximum    Amount of
securities to be             Amount to be    offering price per  aggregate offering  registration
registered                   registered (1)      share(2)            price (2)           fee
---------------------------------------------------------------------------------------------------
<S>                           <C>             <C>                 <C>                 <C>
Common Stock, no par value    500,000          $ 9.625             $ 4,812,500         $ 1,459                
===================================================================================================
</TABLE>

(1)  The number of shares being registered represents the number of shares of
     Common Stock that may be issued pursuant to the KTI, Inc. 1994 Long-Term
     Incentive Award Plan (the "Plan") in addition to shares previously
     registered under the Plan.

(2)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price are based upon the
     average of the high and low prices of the Common Stock as reported on the
     Nasdaq National Market on  August 20, 1997.



<PAGE>   2

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         KTI, Inc. (the "Company") hereby incorporates by reference the 
following documents:


         (a)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1996;

         (b)  The Company's Quarterly Report on Form 10-Q for
              the quarter ending March 31, 1997 and the Company's Quarterly
              Report on Form 10-Q for the quarter ending June 30, 1997, as 
              amended by Form 10-Q/A filed August 25, 1997;
         
         (c)  The Company's Current Reports on Form 8-K filed
              May 29, 1997, June 16, 1997, June 27, 1997, August 1, 1997
              and August 18, 1997  and the Company's amendment to Current 
              Report on Form 8-K/A filed January 31, 1997; and
         
         (d)  The description of the Company's Common Stock, no
              par value (the "Common Stock"), contained in the Company's
              Registration Statement on Form 8-A dated February 1, 1995
              filed by the Company under Section 12 of the Securities
              Exchange Act of 1934, as amended (the "Exchange Act"), and any
              amendment or report filed for the purpose of updating such
              description of Common Stock filed subsequent to the date of
              this Prospectus and prior to the termination of the offering
              described herein.
         
         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         The description of the Company's capital stock to be offered pursuant 
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated Certificate of Incorporation provides that it
shall indemnify its officers, directors, employees and agents to the full extent
permitted by law.

         Statutory authority for such indemnification is contained in Title 14A,
New Jersey Business Corporation Act, Revised Statutes of New Jersey, N.J.S.A.
14A:3-5, the material provisions of which may be summarized as follows:

         NON-DERIVATIVE PROCEEDINGS (PROCEEDINGS OTHER THAN THOSE BROUGHT BY OR
IN THE RIGHT OF THE CORPORATION).   A corporation may indemnify an actual or
prospective party to a proceeding or investigation if he became such because he
is or was a director, officer, employee or agent of the corporation, or of a
constituent corporation absorbed by such corporation in a consolidation or
merger, or is or was serving at the request of the indemnifying or constituent
corporation as a director, officer, trustee, employee or agent of another
enterprise.  To be eligible for such indemnity, the party must have 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 also, in a criminal proceeding, he must
have had no reasonable cause to believe that his conduct was unlawful. Such
indemnity may be against judgments, fines, settlements, and penalties and
reasonable expenses (including counsel fees) incurred in connection with such
proceeding.

                                     -2-
<PAGE>   3


        DERIVATIVE PROCEEDINGS (PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION).  A corporation may indemnify such actual or prospective party to a
proceeding or investigation against his reasonable expenses (including counsel
fees) 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, but not against
judgments, fines, settlements or penalties in connection with such proceedings
or investigation.  However, if such party has been adjudged to be liable to the
corporation, he may be indemnified for expenses only if a court determines that,
despite such adjudication of liability, in the circumstances of the case
indemnity of such party is fair and reasonable.

        DETERMINATION REGARDING INDEMNIFICATION.  Indemnification of a party
(unless ordered by a court) is dependent upon a determination that such
indemnification is proper because the party has met the above standards
applicable to him, such determination to be made (a) by the Board of Directors
or a committee thereof acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise involved in the proceedings or
(b) under certain circumstances, by independent legal counsel in a written
opinion or by the shareholders of the corporation.  Upon the making of such
determination in the appropriate manner, a corporation may advance expenses in
connection with a proceeding upon receipt of an undertaking by the party to
repay them if it is ultimately determined that he is not entitled to
indemnification.

        OTHER MATERIAL PROVISION.  In all cases, if the party has been
successful in a proceeding on the merits or otherwise, or in defense of any
matter therein, he is entitled to indemnification for his reasonable expenses
(including counsel fees).  The indemnification provided by statute is not
exclusive of other rights of indemnification and inures to the benefit of the
party's legal representative.  A corporation may purchase and maintain insurance
against expenses incurred by, and liabilities asserted against, directors,
officers, employees or agents whether or not the corporation would be empowered
to provide such indemnity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this 
Registration Statement.




                                      -3-

<PAGE>   4

ITEM 8.  EXHIBITS

         Exhibit Number        Description

            4.1      Specimen Form of Common Stock
                     Certificate (incorporated by reference to the Company's
                     Registration Statement on Form S-4, File No. 33-85234).

            5.1      Opinion and Consent of Robert E. Wetzel, Esq.

           23.1      Consent of Ernst & Young LLP

           23.2      Consent of Robert E. Wetzel, Esq. (included in Exhibit 5.1)


ITEM 9.  UNDERTAKINGS.

A.       Post-Effective Amendments.

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) of this section 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-
<PAGE>   5


     B. Subsequent Documents Incorporated by Reference.

        The undersigned registrant hereby undertakes 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.

     C. Claims for Indemnification.

        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 other 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.

                                      -5-

<PAGE>   6


                                  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 Guttenberg, State of New Jersey, on August 22, 1997.

                                 KTI, INC.


                                 By /s/ Nicholas Menonna, Jr.
                                    --------------------------------------------
                                    Nicholas Menonna, Jr., Chairman of the Board
                                    of Directors 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 date indicated:


<TABLE>
<CAPTION>
        Name                         Title                                       Date                   
        ----                         -----                                       ----                   
<S>                            <C>                                           <C>                        
                                                                                                        
/s/ Nicholas Menonna, Jr.      Chairman and Chief                            August   22, 1997       
-------------------------      Executive Officer                                      --            
Nicholas Menonna, Jr.          (principal executive officer)                                            
                                                                                                        
                                                                                                        
/s/ Martin J. Sergi            Vice Chairman of the Board,                   August   22, 1997
---------------------          President,  Chief Operating                            --             
Martin J. Sergi                Officer, Chief Financial Officer                                         
                               Treasurer and Director                                                   
                               (principal financial and accounting officer)                             
                                                                                                        
                                                                                                        
/s/ Ross Pirasteh              Chairman of the Executive                     August   22, 1997       
---------------------          Committee and Director                                 --             
Ross Pirasteh                                                                                           
                                                                                                        
/s/ Dibo Attar                 Director                                      August   21, 1997       
---------------------                                                                 --             
Dibo Attar                                                                                              
                                                                                                        
/s/ Paul Kleinsitis            Director                                      August   22, 1997       
---------------------                                                                 --             
Paul Kleinsitis                                                                                         
                                                                                                        
                               Director                                      August     , 1997       
---------------------                                                                 --             
Jack Polak                                                                                              
                                                                                                        
/s/ Jeffrey R. Power           Director                                      August   20, 1997       
---------------------                                                                 --             
Jeffrey R. Power                                                                                        
                                                                                                        
/s/ Kenneth A. Rubin           Director                                      August   21, 1997       
---------------------                                                                 --             
Kenneth A. Rubin                                                                                        
</TABLE>


                                      -6-

<PAGE>   7






                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
      Exhibit Number        Description
      --------------        -----------
       <S>   <C>
       4.1   Specimen Form of Common Stock Certificate (incorporated by reference to
             the Company's Registration Statement on Form S-4, File No. 33-85234).

       5.1   Opinion and Consent of Robert E. Wetzel, Esq.

       23.1  Consent of Ernst & Young LLP

       23.2  Consent of Robert E. Wetzel, Esq. (included in Exhibit 5.1)


</TABLE>




                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20574}]
{"company-data": {"conformed-name": "KTI INC", "cik": "0000931581", "assigned-sic": "4991", "irs-number": "222665282", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34327", "film-number": "97669426"}, "business-address": {"street1": "7000 BLVD E", "city": "GUTTENBERG", "state": "NJ", "zip": "07093", "phone": "2018547777"}, "mail-address": {"street1": "7000 BOULEVARD EAST", "city": "GUTTENBERG", "state": "NJ", "zip": "07093"}}
1
As filed with the Securities and Exchange Commission on August  25, 1997
                                                              ------
                                                    Registration No. 333-
                                                                         -------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

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

                        New Jersey                     22-2665282
               (State or other jurisdiction         (I.R.S. Employer
            of incorporation or organization)      Identification No.)

                  7000 Boulevard East
                 Guttenberg, New Jersey                 07093
         (Address of Principal Executive Offices)     (Zip Code)

                 KTI, INC. 1994 LONG-TERM INCENTIVE AWARD PLAN
                            (Full title of the plan)

                             Robert E. Wetzel, Esq.
                                 c/o KTI, INC.
                              7000 Boulevard East
                          Guttenberg, New Jersey 07093
                    (Name and address of agent for service)

                                 (201) 854-7777
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of each class of                        Proposed maximum    Proposed maximum    Amount of
securities to be             Amount to be    offering price per  aggregate offering  registration
registered                   registered (1)      share(2)            price (2)           fee
---------------------------------------------------------------------------------------------------
Common Stock, no par value    500,000          $ 9.625             $ 4,812,500         $ 1,459                
===================================================================================================
(1)  The number of shares being registered represents the number of shares of
     Common Stock that may be issued pursuant to the KTI, Inc. 1994 Long-Term
     Incentive Award Plan (the "Plan") in addition to shares previously
     registered under the Plan.

(2)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price are based upon the
     average of the high and low prices of the Common Stock as reported on the
     Nasdaq National Market on  August 20, 1997.
2

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         KTI, Inc. (the "Company") hereby incorporates by reference the 
following documents:

         (a)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1996;

         (b)  The Company's Quarterly Report on Form 10-Q for
              the quarter ending March 31, 1997 and the Company's Quarterly
              Report on Form 10-Q for the quarter ending June 30, 1997, as 
              amended by Form 10-Q/A filed August 25, 1997;
         
         (c)  The Company's Current Reports on Form 8-K filed
              May 29, 1997, June 16, 1997, June 27, 1997, August 1, 1997
              and August 18, 1997  and the Company's amendment to Current 
              Report on Form 8-K/A filed January 31, 1997; and
         
         (d)  The description of the Company's Common Stock, no
              par value (the "Common Stock"), contained in the Company's
              Registration Statement on Form 8-A dated February 1, 1995
              filed by the Company under Section 12 of the Securities
              Exchange Act of 1934, as amended (the "Exchange Act"), and any
              amendment or report filed for the purpose of updating such
              description of Common Stock filed subsequent to the date of
              this Prospectus and prior to the termination of the offering
              described herein.
         
         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         The description of the Company's capital stock to be offered pursuant 
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Restated Certificate of Incorporation provides that it
shall indemnify its officers, directors, employees and agents to the full extent
permitted by law.

         Statutory authority for such indemnification is contained in Title 14A,
New Jersey Business Corporation Act, Revised Statutes of New Jersey, N.J.S.A.
14A:3-5, the material provisions of which may be summarized as follows:

         NON-DERIVATIVE PROCEEDINGS (PROCEEDINGS OTHER THAN THOSE BROUGHT BY OR
IN THE RIGHT OF THE CORPORATION).   A corporation may indemnify an actual or
prospective party to a proceeding or investigation if he became such because he
is or was a director, officer, employee or agent of the corporation, or of a
constituent corporation absorbed by such corporation in a consolidation or
merger, or is or was serving at the request of the indemnifying or constituent
corporation as a director, officer, trustee, employee or agent of another
enterprise.  To be eligible for such indemnity, the party must have 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 also, in a criminal proceeding, he must
have had no reasonable cause to believe that his conduct was unlawful. Such
indemnity may be against judgments, fines, settlements, and penalties and
reasonable expenses (including counsel fees) incurred in connection with such
proceeding.

                                     -2-
3

        DERIVATIVE PROCEEDINGS (PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION).  A corporation may indemnify such actual or prospective party to a
proceeding or investigation against his reasonable expenses (including counsel
fees) 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, but not against
judgments, fines, settlements or penalties in connection with such proceedings
or investigation.  However, if such party has been adjudged to be liable to the
corporation, he may be indemnified for expenses only if a court determines that,
despite such adjudication of liability, in the circumstances of the case
indemnity of such party is fair and reasonable.

        DETERMINATION REGARDING INDEMNIFICATION.  Indemnification of a party
(unless ordered by a court) is dependent upon a determination that such
indemnification is proper because the party has met the above standards
applicable to him, such determination to be made (a) by the Board of Directors
or a committee thereof acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise involved in the proceedings or
(b) under certain circumstances, by independent legal counsel in a written
opinion or by the shareholders of the corporation.  Upon the making of such
determination in the appropriate manner, a corporation may advance expenses in
connection with a proceeding upon receipt of an undertaking by the party to
repay them if it is ultimately determined that he is not entitled to
indemnification.

        OTHER MATERIAL PROVISION.  In all cases, if the party has been
successful in a proceeding on the merits or otherwise, or in defense of any
matter therein, he is entitled to indemnification for his reasonable expenses
(including counsel fees).  The indemnification provided by statute is not
exclusive of other rights of indemnification and inures to the benefit of the
party's legal representative.  A corporation may purchase and maintain insurance
against expenses incurred by, and liabilities asserted against, directors,
officers, employees or agents whether or not the corporation would be empowered
to provide such indemnity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No securities are to be reoffered or resold pursuant to this 
Registration Statement.

                                      -3-
4

ITEM 8.  EXHIBITS

         Exhibit Number        Description

            4.1      Specimen Form of Common Stock
                     Certificate (incorporated by reference to the Company's
                     Registration Statement on Form S-4, File No. 33-85234).

            5.1      Opinion and Consent of Robert E. Wetzel, Esq.

           23.1      Consent of Ernst & Young LLP

           23.2      Consent of Robert E. Wetzel, Esq. (included in Exhibit 5.1)

ITEM 9.  UNDERTAKINGS.

A.       Post-Effective Amendments.

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) of this section 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-
5

     B. Subsequent Documents Incorporated by Reference.

        The undersigned registrant hereby undertakes 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.

     C. Claims for Indemnification.

        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 other 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.

                                      -5-
6

                                  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 Guttenberg, State of New Jersey, on August 22, 1997.

                                 KTI, INC.

                                 By /s/ Nicholas Menonna, Jr.
                                    --------------------------------------------
                                    Nicholas Menonna, Jr., Chairman of the Board
                                    of Directors 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 date indicated:
Name                         Title                                       Date                   
        ----                         -----                                       ----
/s/ Nicholas Menonna, Jr.      Chairman and Chief                            August   22, 1997       
-------------------------      Executive Officer                                      --            
Nicholas Menonna, Jr.          (principal executive officer)                                            
                                                                                                        
                                                                                                        
/s/ Martin J. Sergi            Vice Chairman of the Board,                   August   22, 1997
---------------------          President,  Chief Operating                            --             
Martin J. Sergi                Officer, Chief Financial Officer                                         
                               Treasurer and Director                                                   
                               (principal financial and accounting officer)                             
                                                                                                        
                                                                                                        
/s/ Ross Pirasteh              Chairman of the Executive                     August   22, 1997       
---------------------          Committee and Director                                 --             
Ross Pirasteh                                                                                           
                                                                                                        
/s/ Dibo Attar                 Director                                      August   21, 1997       
---------------------                                                                 --             
Dibo Attar                                                                                              
                                                                                                        
/s/ Paul Kleinsitis            Director                                      August   22, 1997       
---------------------                                                                 --             
Paul Kleinsitis                                                                                         
                                                                                                        
                               Director                                      August     , 1997       
---------------------                                                                 --             
Jack Polak                                                                                              
                                                                                                        
/s/ Jeffrey R. Power           Director                                      August   20, 1997       
---------------------                                                                 --             
Jeffrey R. Power                                                                                        
                                                                                                        
/s/ Kenneth A. Rubin           Director                                      August   21, 1997       
---------------------                                                                 --             
Kenneth A. Rubin
-6-
7

                                 EXHIBIT INDEX
Exhibit Number        Description
      --------------        -----------
4.1   Specimen Form of Common Stock Certificate (incorporated by reference to
             the Company's Registration Statement on Form S-4, File No. 33-85234).

       5.1   Opinion and Consent of Robert E. Wetzel, Esq.

       23.1  Consent of Ernst & Young LLP

       23.2  Consent of Robert E. Wetzel, Esq. (included in Exhibit 5.1)
-7-