<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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


                     INTERNATIONAL ALLIANCE SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                  22-2769024
   (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                   Identification No.)

      10055 SWEET VALLEY DRIVE
          VALLEY VIEW, OHIO                                44125
        (Address of Principal                           (Zip Code)
         Executive Offices)


                     INTERNATIONAL ALLIANCE SERVICES, INC.
                         AGENTS 1997 STOCK OPTION PLAN
                                      AND
                        1996 EMPLOYEE STOCK OPTION PLAN
                             (Full Title of Plans)

                               EDWARD F. FEIGHAN
                     INTERNATIONAL ALLIANCE SERVICES, INC.
                            10055 SWEET VALLEY DRIVE
                            VALLEY VIEW, OHIO 44125
                    (Name and Address of Agent For Service)

                                 (216) 447-9000
         (Telephone Number, Including Area Code, of Agent For Service)

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


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF        
         TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION FEE  
          TO BE REGISTERED              REGISTERED       PER SHARE(*)              PRICE(*)                             
- -------------------------------------- -------------- -------------------- ------------------------- --------------------
<S>                                      <C>              <C>                  <C>                        <C>    
COMMON STOCK, PAR VALUE $.01 PER
SHARE..........................          2,200,000        $   9.375            $  20,625,000              $  6,250
==========================================================================================================================
</TABLE>

(*)  THE OFFERING PRICE IS ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE
     AMOUNT OF THE REGISTRATION FEE. SUCH ESTIMATE HAS BEEN CALCULATED IN
     ACCORDANCE WITH RULE 457(H) AND IS BASED UPON THE AVERAGE OF THE HIGH AND
     LOW PRICES PER SHARE OF THE REGISTRANT'S COMMON STOCK AS REPORTED ON THE
     NASDAQ NATIONAL MARKET ON SEPTEMBER 3, 1997.

===============================================================================


<PAGE>   2




                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by International Alliance
Services, Inc., a Delaware corporation (the "Registrant"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:


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

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1997;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 1997;

     (d)  The Registrant's Current Reports on Form 8-K dated January 7, 1997;
          January 16, 1997; February 26, 1997; April 21, 1997; May 2, 1997 and
          July 23, 1997, respectively;

     (e)  The Registrant's Current Report on Form 8-K/A dated April 3, 1997;
          and

     (f)  The description of the Registrant's Common Stock, $0.01 par value per
          share (the "Common Stock"), contained in the Registrant's
          Registration Statement on Form 10 for registration of securities
          pursuant to Section 12(b) or 12(g) of the Exchange Act, as filed on
          April 19, 1995 and effective on April 21, 1995, file number 0-25890.


         All documents and reports subsequently filed by the Registrant or the
Registrant's International Alliance Services, Inc. Agents 1997 Stock Option
Plan or International Alliance Services, Inc. 1996 Employee Stock Option Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.




                                     II-2


<PAGE>   3




ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Mr. Rick L. Burdick,  a partner with Akin,  Gump,  Strauss,  Hauer & 
Feld, L.L.P., owns 500 shares of Common Stock and warrants to purchase 12,000
shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") empowers a Delaware corporation 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, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe such persons conduct was unlawful. A Delaware
corporation may indemnify past or present officers and directors of such
corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in defense of any action
referred to above, or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses (including
attorney's fees) which such person actually and reasonably incurred in
connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon
a determination that indemnification of such person is proper because he has
met the applicable standard of conduct by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel, if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

         The Certificate of Incorporation of the Registrant entitles the Board
of Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of the
directors' duty of loyalty to the Registrant or its stockholders, (ii) for acts
of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.

         Article VII of the Bylaws of the Registrant provide that to the
fullest extent and in the manner provided by the laws of the State of Delaware
and specifically as is permitted under 



                                     II-3

<PAGE>   4

Section 145 of the DGCL, the Registrant shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Registrant, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit, or proceeding if he acted in
good faith and in a manner such person reasonably believed to be in and not
opposed to the best interests of the Registrant, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. Determination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in a good faith and in a manner which he reasonably believed to be in
and not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was lawful.

         The Bylaws also provide that the Registrant shall 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 suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that such person is or
was a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless the court orders otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Amended and Restated Certificate of Incorporation of the
                  Registrant (filed as Exhibit 3.1 to the Registrant's
                  Registration Statement on Form 10, Commission file no.
                  0-25890, and incorporated herein by reference)

         4.2      Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant dated October 18, 1996 (filed as Exhibit
                  3.2 to the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996, and incorporated herein
                  by reference)

         4.3      Amended and Restated Bylaws of the Registrant (filed as
                  Exhibit 3.2 to the Registrant's Registration Statement on
                  Form 10, Commission file no. 0-25890, and incorporated herein
                  by reference)



                                     II-4

<PAGE>   5

         4.4      Form of Stock Certificate of Common Stock of the Registrant
                  (filed as Exhibit 4.1 to the Registrant's Registration
                  Statement on Form 10, Commission file no. 0-25890, and
                  incorporated herein by reference)

         5        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P

         23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  (included in Exhibit 5)

         23.2     Consent of KPMG Peat Marwick LLP

         24       Powers of Attorney (included in signature pages hereto)


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (i) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           A. to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "Securities Act");

                           B. 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 which the
                  Commission pursuant to Rule 424(b) if, in the aggregate, the
                  changes in volume and price represent no more than a 20
                  percent change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in the
                  effective registration statement;

                           C. 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 paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if 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 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement.



                                     II-5

<PAGE>   6

                  (ii) That, for the purpose of determining any liability under
         the Securities Act, 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.

                  (iii) 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.

(b)      The undersigned Registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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



                                     II-6
<PAGE>   7



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act,
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 Valley View, State of Ohio, on this 5th day of
September 1997.

                                      INTERNATIONAL ALLIANCE SERVICES, INC.


                                      By: /s/ EDWARD F. FEIGHAN
                                          -------------------------------------
                                          Edward F. Feighan
                                          Chief Executive Officer and President


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Edward F. Feighan, Gregory J.
Skoda, and Craig L. Stout, and each of them, with full power to act without the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
all capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                       DATE
               ---------                                -----                       ----
<S>                                           <C>                             <C> 
        /s/ MICHAEL G. DEGROOTE                Chairman of the Board and       September 5, 1997
- ----------------------------------------       Director
            Michael G. DeGroote                                   

        /s/ EDWARD F. FEIGHAN                  Chief Executive Officer,        September 5, 1997    
- ----------------------------------------       President and Director                              
            Edward F. Feighan                  (Principal Executive Officer)                       
</TABLE>





                                     II-7
<PAGE>   8


<TABLE>
<S>                                           <C>                             <C> 
         /s/ GREGORY J. SKODA                  Executive Vice President and    September 5, 1997
- ----------------------------------------       Chief Financial Officer                         
             Gregory J. Skoda                  (Principal Financial and                        
                                               Accounting Officer)                             

        /s/ DOUGLAS R. GOWLAND                 Vice President -                September 5, 1997
- ----------------------------------------       Environmental Operations                        
            Douglas R. Gowland                 and Director                                    

        /s/ CRAIG L. STOUT                     Chief Operating Officer and     September 5, 1997
- ----------------------------------------       Director                            
            Craig L. Stout                     

        /s/ HARVE A. FERRILL                   Director                        September 5, 1997
- ----------------------------------------     
            Harve A. Ferrill                       

        /s/ HUGH P. LOWENSTEIN                 Director                        September 5, 1997
- ----------------------------------------
            Hugh P. Lowenstein               

        /s/ RICHARD C. ROCHON                  Director                        September 5, 1997
- ----------------------------------------
            Richard C. Rochon               
</TABLE>





                                     II-8
<PAGE>   9



                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            EXHIBIT
- -------                           -------
<S>      <C>                                                              
4.1      Amended and Restated Certificate of Incorporation of the Registrant 
         (filed as Exhibit 3.1 to the Registrant's Registration Statement on
         Form 10, Commission file no. 0-25890, and incorporated herein by
         reference)

4.2      Certificate of Amendment of the Certificate of Incorporation of the 
         Registrant dated October 18, 1996 (filed as Exhibit 3.2 to the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996, and incorporated herein by reference)

4.3      Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
         the Registrant's Registration Statement on Form 10, Commission file
         no. 0-25890, and incorporated herein by reference)

4.4      Form of Stock Certificate of Common Stock of the Registrant (filed as 
         Exhibit 4.1 to the Registrant's Registration Statement on Form 10,
         Commission file no. 0-25890, and incorporated herein by reference)

5        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P

23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in 
         Exhibit 5)

23.2     Consent of KPMG Peat Marwick LLP

24       Power of Attorney (included in signature pages hereto)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "INTERNATIONAL ALLIANCE SERVICES, INC.", "secsgml_size_bytes": 24652}]
{"company-data": {"conformed-name": "INTERNATIONAL ALLIANCE SERVICES INC", "cik": "0000944148", "assigned-sic": "6351", "irs-number": "222769024", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35049", "film-number": "97676264"}, "business-address": {"street1": "10055 SWEET VALLEY DR", "street2": "1787 SENTRY PARK WEST STE 400", "city": "VALLEY VIEW", "state": "OH", "zip": "44125", "phone": "2152834900"}, "mail-address": {"street1": "INTERNATIONAL ALLIANCE SERVICES INC", "street2": "10055 SWEET VALLEY DR", "city": "VALLEY VIEW", "state": "OH", "zip": "44125"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1997
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                     INTERNATIONAL ALLIANCE SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                  22-2769024
   (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                   Identification No.)

      10055 SWEET VALLEY DRIVE
          VALLEY VIEW, OHIO                                44125
        (Address of Principal                           (Zip Code)
         Executive Offices)

                     INTERNATIONAL ALLIANCE SERVICES, INC.
                         AGENTS 1997 STOCK OPTION PLAN
                                      AND
                        1996 EMPLOYEE STOCK OPTION PLAN
                             (Full Title of Plans)

                               EDWARD F. FEIGHAN
                     INTERNATIONAL ALLIANCE SERVICES, INC.
                            10055 SWEET VALLEY DRIVE
                            VALLEY VIEW, OHIO 44125
                    (Name and Address of Agent For Service)

                                 (216) 447-9000
         (Telephone Number, Including Area Code, of Agent For Service)

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

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                       PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF        
         TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE        AGGREGATE OFFERING      REGISTRATION FEE  
          TO BE REGISTERED              REGISTERED       PER SHARE(*)              PRICE(*)                             
- -------------------------------------- -------------- -------------------- ------------------------- --------------------
COMMON STOCK, PAR VALUE $.01 PER
SHARE..........................          2,200,000        $   9.375            $  20,625,000              $  6,250
==========================================================================================================================
(*)  THE OFFERING PRICE IS ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE
     AMOUNT OF THE REGISTRATION FEE. SUCH ESTIMATE HAS BEEN CALCULATED IN
     ACCORDANCE WITH RULE 457(H) AND IS BASED UPON THE AVERAGE OF THE HIGH AND
     LOW PRICES PER SHARE OF THE REGISTRANT'S COMMON STOCK AS REPORTED ON THE
     NASDAQ NATIONAL MARKET ON SEPTEMBER 3, 1997.

===============================================================================
2

                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by International Alliance
Services, Inc., a Delaware corporation (the "Registrant"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:

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

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 1997;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 1997;

     (d)  The Registrant's Current Reports on Form 8-K dated January 7, 1997;
          January 16, 1997; February 26, 1997; April 21, 1997; May 2, 1997 and
          July 23, 1997, respectively;

     (e)  The Registrant's Current Report on Form 8-K/A dated April 3, 1997;
          and

     (f)  The description of the Registrant's Common Stock, $0.01 par value per
          share (the "Common Stock"), contained in the Registrant's
          Registration Statement on Form 10 for registration of securities
          pursuant to Section 12(b) or 12(g) of the Exchange Act, as filed on
          April 19, 1995 and effective on April 21, 1995, file number 0-25890.

         All documents and reports subsequently filed by the Registrant or the
Registrant's International Alliance Services, Inc. Agents 1997 Stock Option
Plan or International Alliance Services, Inc. 1996 Employee Stock Option Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                     II-2
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Mr. Rick L. Burdick,  a partner with Akin,  Gump,  Strauss,  Hauer & 
Feld, L.L.P., owns 500 shares of Common Stock and warrants to purchase 12,000
shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") empowers a Delaware corporation 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, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation)
by reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such person 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe such persons conduct was unlawful. A Delaware
corporation may indemnify past or present officers and directors of such
corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in defense of any action
referred to above, or in defense of any claim, issue or matter therein, the
corporation must indemnify such person against the expenses (including
attorney's fees) which such person actually and reasonably incurred in
connection therewith. Section 145 further provides that any indemnification
shall be made by the corporation only as authorized in each specific case upon
a determination that indemnification of such person is proper because he has
met the applicable standard of conduct by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel, if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

         The Certificate of Incorporation of the Registrant entitles the Board
of Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of the
directors' duty of loyalty to the Registrant or its stockholders, (ii) for acts
of omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions or (iv) for any transaction from which
the director derived an improper personal benefit.

         Article VII of the Bylaws of the Registrant provide that to the
fullest extent and in the manner provided by the laws of the State of Delaware
and specifically as is permitted under 

                                     II-3
4

Section 145 of the DGCL, the Registrant shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Registrant, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit, or proceeding if he acted in
good faith and in a manner such person reasonably believed to be in and not
opposed to the best interests of the Registrant, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. Determination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in a good faith and in a manner which he reasonably believed to be in
and not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was lawful.

         The Bylaws also provide that the Registrant shall 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 suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that such person is or
was a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Registrant, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless the court orders otherwise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Amended and Restated Certificate of Incorporation of the
                  Registrant (filed as Exhibit 3.1 to the Registrant's
                  Registration Statement on Form 10, Commission file no.
                  0-25890, and incorporated herein by reference)

         4.2      Certificate of Amendment of the Certificate of Incorporation
                  of the Registrant dated October 18, 1996 (filed as Exhibit
                  3.2 to the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1996, and incorporated herein
                  by reference)

         4.3      Amended and Restated Bylaws of the Registrant (filed as
                  Exhibit 3.2 to the Registrant's Registration Statement on
                  Form 10, Commission file no. 0-25890, and incorporated herein
                  by reference)

                                     II-4
5

         4.4      Form of Stock Certificate of Common Stock of the Registrant
                  (filed as Exhibit 4.1 to the Registrant's Registration
                  Statement on Form 10, Commission file no. 0-25890, and
                  incorporated herein by reference)

         5        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P

         23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  (included in Exhibit 5)

         23.2     Consent of KPMG Peat Marwick LLP

         24       Powers of Attorney (included in signature pages hereto)

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (i) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           A. to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "Securities Act");

                           B. 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 which the
                  Commission pursuant to Rule 424(b) if, in the aggregate, the
                  changes in volume and price represent no more than a 20
                  percent change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in the
                  effective registration statement;

                           C. 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 paragraph (a)(1)(i) and (a)(1)(ii) do
                  not apply if 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 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  registration statement.

                                     II-5
6

                  (ii) That, for the purpose of determining any liability under
         the Securities Act, 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.

                  (iii) 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.

(b)      The undersigned Registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                     II-6
7

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act,
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 Valley View, State of Ohio, on this 5th day of
September 1997.

                                      INTERNATIONAL ALLIANCE SERVICES, INC.

                                      By: /s/ EDWARD F. FEIGHAN
                                          -------------------------------------
                                          Edward F. Feighan
                                          Chief Executive Officer and President

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Edward F. Feighan, Gregory J.
Skoda, and Craig L. Stout, and each of them, with full power to act without the
other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
all capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE                                TITLE                       DATE
               ---------                                -----                       ----
/s/ MICHAEL G. DEGROOTE                Chairman of the Board and       September 5, 1997
- ----------------------------------------       Director
            Michael G. DeGroote                                   

        /s/ EDWARD F. FEIGHAN                  Chief Executive Officer,        September 5, 1997    
- ----------------------------------------       President and Director                              
            Edward F. Feighan                  (Principal Executive Officer)
II-7
8
/s/ GREGORY J. SKODA                  Executive Vice President and    September 5, 1997
- ----------------------------------------       Chief Financial Officer                         
             Gregory J. Skoda                  (Principal Financial and                        
                                               Accounting Officer)                             

        /s/ DOUGLAS R. GOWLAND                 Vice President -                September 5, 1997
- ----------------------------------------       Environmental Operations                        
            Douglas R. Gowland                 and Director                                    

        /s/ CRAIG L. STOUT                     Chief Operating Officer and     September 5, 1997
- ----------------------------------------       Director                            
            Craig L. Stout                     

        /s/ HARVE A. FERRILL                   Director                        September 5, 1997
- ----------------------------------------     
            Harve A. Ferrill                       

        /s/ HUGH P. LOWENSTEIN                 Director                        September 5, 1997
- ----------------------------------------
            Hugh P. Lowenstein               

        /s/ RICHARD C. ROCHON                  Director                        September 5, 1997
- ----------------------------------------
            Richard C. Rochon
II-8
9

                               INDEX TO EXHIBITS
EXHIBIT
NUMBER                            EXHIBIT
- -------                           -------
4.1      Amended and Restated Certificate of Incorporation of the Registrant 
         (filed as Exhibit 3.1 to the Registrant's Registration Statement on
         Form 10, Commission file no. 0-25890, and incorporated herein by
         reference)

4.2      Certificate of Amendment of the Certificate of Incorporation of the 
         Registrant dated October 18, 1996 (filed as Exhibit 3.2 to the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996, and incorporated herein by reference)

4.3      Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
         the Registrant's Registration Statement on Form 10, Commission file
         no. 0-25890, and incorporated herein by reference)

4.4      Form of Stock Certificate of Common Stock of the Registrant (filed as 
         Exhibit 4.1 to the Registrant's Registration Statement on Form 10,
         Commission file no. 0-25890, and incorporated herein by reference)

5        Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P

23.1     Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in 
         Exhibit 5)

23.2     Consent of KPMG Peat Marwick LLP

24       Power of Attorney (included in signature pages hereto)