<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)

                   1995 QUALIFIED INCENTIVE 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                  150,000 shares                $1.125                    $168,750                 $100.00
</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

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


                                 150,000 Shares
                             PDG REMEDIATION, INC.
                                  Common Stock

                          (Par Value $0.01 per Share)

       Offered as set forth herein under the 1995 Qualified Incentive Stock
       Option Plan to key managerial employees 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..................................         4
</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.
                   1995 QUALIFIED INCENTIVE STOCK OPTION PLAN

GENERAL

The 1995 Qualified Incentive Stock Option Plan (the "Plan"), was adopted by the
Board of Directors of PDG Remediation, Inc. (the "Corporation") on December 13,
1995. The Plan was approved at the August 15, 1996 Annual Meeting of
Shareholders.

The Plan provides for the grant of options to purchase an aggregate of up to
150,000 shares of the Corporation's common stock. All present and future key
managerial employees of the Corporation or any parent or subsidiary of the
Corporation are eligible to receive grants of options under the Plan in
accordance with its terms and conditions.

The purposes of the Plan are to encourage stock ownership in the Corporation by
selected key managerial employees 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 key managerial employees, and to remain
competitive in its compensation practices.

The Plan is administered by the Compensation Committee (the "Committee")
appointed by the Board of Directors of the Corporation. The Committee shall
consist of a minimum of two and a maximum of 3 members of the Board of
Directors, each of whom shall be a "disinterested person" as defined in Rule
16b-3 under the Securities Exchange Act of 1934. The Committee is responsible
for interpreting the Plan and prescribing such rules, regulations and
procedures in connection with the operations of the Plan in order to administer
the Plan consistent with its stated purposes. All questions as to stock options
granted under the 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 Plan is limited to 150,000. If an option
awarded under the 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
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 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.

In the event of a Change of Control of the Corporation, as defined in the Plan,
all options granted under the Plan shall terminate as of the date determined by
the Board of Directors. Each grantee shall be given at least thirty (30) days
written notice of the date fixed by the Board of Directors, during which time,
the grantee shall have the right to exercise all of the options granted and
unexercised at such time.

The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the 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 Plan, except in the event of an
adjustment by reason of any stock dividend, recapitalization, reclassification,
stock split or combination of shares, (ii) extends the term of the Plan or the
period during which options may be granted or exercised, (iii) changes the
description of the class of persons eligible to receive options under the Plan,
(iv) changes the manner of determining the minimum option price or the price of
outstanding options or terms of payments, or (v) 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.

Unless sooner terminated, the Plan shall expire ten years from the date the
Plan is adopted by the Board of Directors.

                                       2


<PAGE>   4

The 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 Plan are borne by the Corporation.

GRANT OF OPTIONS

KEY MANAGERIAL EMPLOYEES

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

       1.    Each grantee who is a key managerial 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 unless the option is granted to
             an individual who, at the time the option is granted, owns more
             than ten percent (10%) of the total combined voting power of all
             classes of stock of the Corporation or its parent or any
             subsidiary; then the option price shall not be less than 110% of
             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 certified check payable to the order of the
             Corporation 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 Plan.

       4.    No option granted to a key managerial 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,
             unless the Committee, in its discretion, determines otherwise.
             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 unless the option
             is granted to an individual who at the time the option is granted
             owns more than ten percent (10%) of the total combined voting
             power of all classes of stock of the Corporation or its parent or
             any subsidiary; then no option shall be exercised after the
             expiration of five years from the date of grant of the option.

       5.    If the service of a grantee as a key managerial employee of the
             Corporation or any parent or subsidiary of the Corporation is
             terminated due to such grantee's death, or for any other reason
             than those specified in Item 6. below, the grantee or the
             grantee's legal representative, as the case may be, shall have the
             right, within three months after the date of death or termination
             of the key managerial employee (but not after the expiration date
             of the option) to exercise all or any part of the options which
             the deceased or terminated grantee could have exercised at the
             time of the grantee's death or termination, but which the deceased
             or terminated grantee had not exercised at such time. All options
             which have not vested (are not exercisable) as of the date of the
             grantee's death or termination shall be deemed to have terminated
             as of the date of such event.

       6.    If the service of a grantee as a key managerial employee of the
             Corporation or any parent or subsidiary of the Corporation is
             terminated within one year following the date of grant for any
             reason other than disability, change of control of the Corporation
             or death, or because he or she is discharged for fraud, theft,
             embezzlement or gross failure to perform his or her duties, or for
             conflict of interest, the options shall be forfeited and
             terminated immediately upon such termination of service.

                                       3


<PAGE>   5



       7.    The grant of all options shall be evidenced by an agreement
             between the Corporation and the employee 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 agreement to
             which reference is made above.

TAX EFFECTS OF PLAN PARTICIPATION

It is intended that options granted pursuant to the Plan will be "incentive
stock options" as defined in Section 422 of the Internal Revenue Code of 1986,
as amended. In general, an optionee will not recognize income at the time of
the grant of options under the Plan or at the time that he or she exercises any
such options, unless the individual disposes of the Common Stock underlying
such options within two years of the grant of the option or one year of the
exercise of the option (an "Early Disposition"). Absent an Early Disposition,
the optionee will recognize a capital gain upon the disposition of the Common
Stock for an amount in excess of the exercise price of the option, but the
Corporation will not be able to take any deduction for the options granted
pursuant to the Plan. In addition, the optionee will have to report an
adjustment for alternative minimum tax purposes. That adjustment may cause the
individual to owe alternative minimum tax (a 26 to 28 percent tax) in the year
the option is exercised. However, if an Early Disposition occurs, the optionee
will recognize ordinary income for the difference between the sale price of the
stock and the exercise price of the option, but will not have any alternative
minimum tax adjustment. In the event of an Early Disposition, the Corporation
will receive a corresponding tax deduction.

       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.

                                       4

<PAGE>   6

                                    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>   7

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>   8

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>   9

                                   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
[{"type": "S-8", "sequence": "1", "description": "PDG REMEDIATION, INC.  S-8", "secsgml_size_bytes": 30157}]
{"company-data": {"conformed-name": "PDG REMEDIATION INC", "cik": "0000927761", "assigned-sic": "4955", "irs-number": "251741849", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15831", "film-number": "96657241"}, "business-address": {"street1": "300 OXFORD DR", "city": "MONROEVILLE", "state": "PA", "zip": "15146", "phone": "4128562200"}, "mail-address": {"street1": "300 OXFORD DR", "city": "MONROEVILLE", "state": "PA", "zip": "15146"}}
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)

                   1995 QUALIFIED INCENTIVE 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                  150,000 shares                $1.125                    $168,750                 $100.00
*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

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

                                   PROSPECTUS

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

                                 150,000 Shares
                             PDG REMEDIATION, INC.
                                  Common Stock

                          (Par Value $0.01 per Share)

       Offered as set forth herein under the 1995 Qualified Incentive Stock
       Option Plan to key managerial employees 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
Description                                                               Page
-----------                                                               ----
General............................................................         2
Grant of Options...................................................         3
Tax Effects of Plan Participation..................................         4
-------------------------------------------------------------------------------

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.
                   1995 QUALIFIED INCENTIVE STOCK OPTION PLAN

GENERAL

The 1995 Qualified Incentive Stock Option Plan (the "Plan"), was adopted by the
Board of Directors of PDG Remediation, Inc. (the "Corporation") on December 13,
1995. The Plan was approved at the August 15, 1996 Annual Meeting of
Shareholders.

The Plan provides for the grant of options to purchase an aggregate of up to
150,000 shares of the Corporation's common stock. All present and future key
managerial employees of the Corporation or any parent or subsidiary of the
Corporation are eligible to receive grants of options under the Plan in
accordance with its terms and conditions.

The purposes of the Plan are to encourage stock ownership in the Corporation by
selected key managerial employees 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 key managerial employees, and to remain
competitive in its compensation practices.

The Plan is administered by the Compensation Committee (the "Committee")
appointed by the Board of Directors of the Corporation. The Committee shall
consist of a minimum of two and a maximum of 3 members of the Board of
Directors, each of whom shall be a "disinterested person" as defined in Rule
16b-3 under the Securities Exchange Act of 1934. The Committee is responsible
for interpreting the Plan and prescribing such rules, regulations and
procedures in connection with the operations of the Plan in order to administer
the Plan consistent with its stated purposes. All questions as to stock options
granted under the 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 Plan is limited to 150,000. If an option
awarded under the 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
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 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.

In the event of a Change of Control of the Corporation, as defined in the Plan,
all options granted under the Plan shall terminate as of the date determined by
the Board of Directors. Each grantee shall be given at least thirty (30) days
written notice of the date fixed by the Board of Directors, during which time,
the grantee shall have the right to exercise all of the options granted and
unexercised at such time.

The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the 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 Plan, except in the event of an
adjustment by reason of any stock dividend, recapitalization, reclassification,
stock split or combination of shares, (ii) extends the term of the Plan or the
period during which options may be granted or exercised, (iii) changes the
description of the class of persons eligible to receive options under the Plan,
(iv) changes the manner of determining the minimum option price or the price of
outstanding options or terms of payments, or (v) 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.

Unless sooner terminated, the Plan shall expire ten years from the date the
Plan is adopted by the Board of Directors.

                                       2
4

The 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 Plan are borne by the Corporation.

GRANT OF OPTIONS

KEY MANAGERIAL EMPLOYEES

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

       1.    Each grantee who is a key managerial 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 unless the option is granted to
             an individual who, at the time the option is granted, owns more
             than ten percent (10%) of the total combined voting power of all
             classes of stock of the Corporation or its parent or any
             subsidiary; then the option price shall not be less than 110% of
             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 certified check payable to the order of the
             Corporation 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 Plan.

       4.    No option granted to a key managerial 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,
             unless the Committee, in its discretion, determines otherwise.
             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 unless the option
             is granted to an individual who at the time the option is granted
             owns more than ten percent (10%) of the total combined voting
             power of all classes of stock of the Corporation or its parent or
             any subsidiary; then no option shall be exercised after the
             expiration of five years from the date of grant of the option.

       5.    If the service of a grantee as a key managerial employee of the
             Corporation or any parent or subsidiary of the Corporation is
             terminated due to such grantee's death, or for any other reason
             than those specified in Item 6. below, the grantee or the
             grantee's legal representative, as the case may be, shall have the
             right, within three months after the date of death or termination
             of the key managerial employee (but not after the expiration date
             of the option) to exercise all or any part of the options which
             the deceased or terminated grantee could have exercised at the
             time of the grantee's death or termination, but which the deceased
             or terminated grantee had not exercised at such time. All options
             which have not vested (are not exercisable) as of the date of the
             grantee's death or termination shall be deemed to have terminated
             as of the date of such event.

       6.    If the service of a grantee as a key managerial employee of the
             Corporation or any parent or subsidiary of the Corporation is
             terminated within one year following the date of grant for any
             reason other than disability, change of control of the Corporation
             or death, or because he or she is discharged for fraud, theft,
             embezzlement or gross failure to perform his or her duties, or for
             conflict of interest, the options shall be forfeited and
             terminated immediately upon such termination of service.

                                       3
5

       7.    The grant of all options shall be evidenced by an agreement
             between the Corporation and the employee 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 agreement to
             which reference is made above.

TAX EFFECTS OF PLAN PARTICIPATION

It is intended that options granted pursuant to the Plan will be "incentive
stock options" as defined in Section 422 of the Internal Revenue Code of 1986,
as amended. In general, an optionee will not recognize income at the time of
the grant of options under the Plan or at the time that he or she exercises any
such options, unless the individual disposes of the Common Stock underlying
such options within two years of the grant of the option or one year of the
exercise of the option (an "Early Disposition"). Absent an Early Disposition,
the optionee will recognize a capital gain upon the disposition of the Common
Stock for an amount in excess of the exercise price of the option, but the
Corporation will not be able to take any deduction for the options granted
pursuant to the Plan. In addition, the optionee will have to report an
adjustment for alternative minimum tax purposes. That adjustment may cause the
individual to owe alternative minimum tax (a 26 to 28 percent tax) in the year
the option is exercised. However, if an Early Disposition occurs, the optionee
will recognize ordinary income for the difference between the sale price of the
stock and the exercise price of the option, but will not have any alternative
minimum tax adjustment. In the event of an Early Disposition, the Corporation
will receive a corresponding tax deduction.

       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.

                                       4
6

                                    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.
7

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.
8

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.
9

                                   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