As filed with the Securities and Exchange Commission on February 24, 1998
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

           Delaware                                             04-3021770
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                40 Bayfield Drive
                             North Andover, MA 01845
                                 (978) 689-2080
                    (Address of Principal Executive Offices)

    1996 Employee Incentive Stock Option Program of IMSCO Technologies, Inc.
                            (Full title of the plans)

                              ALEXANDER T. HOFFMANN
                             Chief Executive Officer
                            IMSCO TECHNOLOGIES, INC.
                                40 Bayfield Drive
                             North Andover, MA 01845
                     (Name and address of agent for service)

                                 (978) 689-2080
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             David E. Fleming, Esq.
                          Epstein Becker & Green, P.C.
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 351-4500


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
 Title of Each Class of      Amount to be       Proposed Maximum Offering      Proposed Maximum           Amount of  
  Securities to be           Registered (2)         Price Per Share (2)     Aggregate Offering Price   Registration Fee
     Registered                                                                       
 ----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                          <C>                       <C>   
 Common Stock, par value     
     $.01 per share         1,500,000 shares (1)        $1.625                  $2,437,500                 $719.06
-----------------------------------------------------------------------------------------------------------------------
 Total                      1,500,000 shares            $1.625                  $2,437,500                 $719.06
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Consists of 1,500,000  shares of Common  Stock of the  Registrant  which are
issuable upon exercise of options or grant of shares which will be granted under
the 1996 Employee  Incentive  Stock Option Program of IMSCO  Technologies,  Inc.
(The  "Plan").  No shares or options have granted  under the Plan as of the date
hereof.  This  Registration  Statement  also covers an  indeterminate  number of
shares of Common  Stock which may be issuable by reason of stock  splits,  stock
dividends or similar transactions.

(2)  Calculated  pursuant to Rule  457(h)(1)  under the Securities Act and based
upon the current  market price for shares of Common  Stock and  original  option
exercise prices for shares of Common Stock.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note: The documents containing the information  specified in Part I of Form
S-8 will be sent or given to  participants  as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities  Act"). The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Such documents  need not be filed with the  Securities  and Exchange  Commission
(the  "Commission")  either  as  part  of  this  Registration  Statement  or  as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.  These  documents  and  the  documents  incorporated  by  reference  in the
Registration  Statement  pursuant  to Item 3 of Part II of this  Form  S-8,taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1) under the Securities Act.

     This  Registration  Statement  on Form S-8 of IMSCO  Technologies,  Inc., a
Delaware  corporation  (the  "Registrant"),   covers  1,500,000  shares  of  the
Registrant's  Common Stock, par value $.01 per share ("Common Stock"),  reserved
for issuance under the following  employee benefit plan of the Registrant:  1996
Employee  Incentive  Stock  Option  Program  of IMSCO  Technologies,  Inc.  (the
"Plan").  No shares of Common Stock or options exercisable into shares of Common
Stock have been issued under the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

     (a) The  Registrant's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1996, as amended.

     (b) All other reports and forms filed by the Registrant pursuant to Section
13(a)  or  15(d)  of the  Securities  and  Exchange  Act  of  1934,  as  amended
(the"Exchange Act"), prior to the date hereof; and

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Proxy  Statement  on Form 14 , dated July 9, 1996,  including  any
amendments   thereto  or  reports   filed  for  the  purpose  of  updating  such
description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description of Securities.


<PAGE>


     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     A member of special  counsel  to the  Registrant,  Epstein  Becker & Green,
P.C.,  David E.  Fleming,  Esq.,  owns  65,000  shares  of  Common  Stock of the
Registrant.

Item 6. Indemnification of Directors and Officers.

     The Registrant's  Certificate of Incorporation  eliminates,  to the fullest
extent  permitted  by the Law of the State of  Delaware,  personal  liability of
directors to the Registrant and its stockholders for monetary damages for breach
of fiduciary duty as directors.

     Section 145(a) of the Delaware General Corporation Law ("DGCL") provides in
relevant part that "a corporation may 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  corporation)  by
reason of the fact that he 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 corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."

     With respect to derivative actions,  Section 145(b) of the DGCL provides in
relevant  part that "[a]  corporation  may  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  corporation  to  procure a
judgment  in its  favor...  [by reason of his  service in one of the  capacities
specified in the preceding  sentence]  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  or such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and 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  to the  corporation  unless  and only to the  extent  that the  court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper".

     Article NINTH of the Company's Certificate of Incorporation, provides:

     "To the full extent  permitted by the Delaware  General  Corporation Law or
any other  applicable  law currently or hereafter in effect,  no Director of the
Company will be personally liable to the Company or its stockholders for or with
respect to any acts or  omissions in the  performance  of his or her duties as a
Director of the Company.  Any repeal or  modification of this Article Ninth will
not  adversely  affect  any right or  protection  of a Director  of the  Company
existing prior to such repeal or modification."

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

3.1  Certificate of Incorporation of IMSCO Technologies,  Inc. (previously filed
     on July 17, 1996 as Exhibit 3.1 in the  Company's  Report on Form 8-K, File
     No. 000-24520).

3.2  By-Laws of IMSCO Technologies,  Inc.  (previously filed on July 17, 1996 as
     Exhibit 3.2 to the


<PAGE>


     Company's Report on Form 8-K, File No. 000-24520).

4.1  1996 Employee  Incentive Stock Option Program of IMSCO  Technologies,  Inc.
     (previously  filed on May 26,  1996 as Exhibit 4.1 to the  Company's  Proxy
     Statement on Form 14A, File No. 000-24520).


5.1  *  Opinion  of  Epstein  Becker & Green,  P.C.  as to the  legality  of the
     securities being offered.

23.1 *Consent of Gordon  Harrington & Osborne,  P.C.,  with respect to financial
     statements of the Registrant.

23.2 *Consent of Epstein Becker & Green, P.C. (included in Exhibit 5.1).

24   *Powers of Attorney (included on p. II-4 of this Registration Statement).

----------
* Filed herewith.

Item 9. Undertakings.

     (a) 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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  changes to such information in the
Registration Statement;

     (2) 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;

     (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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or 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 provisions of Item 6 of this Registration  Statement,
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 it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

     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 New York, New York. on the 24th day of February, 1998.

                                      IMSCO TECHNOLOGIES, INC.

                                       By:   /s/ Alexander T. Hoffmann
                                          --------------------------------------
                                                 Alexander T. Hoffmann
                                           Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitute  and  appoints  Alexander  T.  Hoffmann,  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 any and all capacities, to sign any
and all amendments (including  post-effective  amendments) of and supplements 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  such  attorney-in-fact  and  agent  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,  to all intents and purposes and as fully
as they might or could do in person,  hereby  ratifying and  confirming all that
such attorney-in-fact and agent, or his substitute,  may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 24th day of February, 1998.

      Signature                                   Capacity
      ---------                                   --------


/s/ Alexander T. Hoffmann                   Chairman of the Board, Director  
-------------------------------             and Chief Executive Officer      
Alexander T. Hoffmann                       (Principal and Executive Officer)
                                            



/s/ Scott Singer                            Assistant Secretary and Principal 
-------------------------------             Financial and Accounting Officer
Scott Singer, CPA                           



/s/ Gary Graham                             Director
-------------------------------
Gary Graham



/s/ Frank Lubrano                           Director
-------------------------------
Frank Lubrano

                                      II-4

<PAGE>


                                  EXHIBIT INDEX


Exhibit
  No.                              Description                              Page
-------                            -----------                              ----

3.1  Certificate  of   Incorporation  of  IMSCO   Technologies,   Inc.
     (previously  filed  on  July  17,  1996  as  Exhibit  3.1  in the
     Company's Report on Form 8-K, File No. 000-24520).

3.2  By-Laws of IMSCO Technologies, Inc. (previously filed on July 17,
     1996 as Exhibit 3.2 to the Company's Report on Form 8-K, File No.
     000-24520).

4.1  1996   Employee   Incentive   Stock   Option   Program  of  IMSCO
     Technologies,  Inc.  (previously filed on May 26, 1996 as Exhibit
     4.1 to the  Company's  Preliminary  Proxy  Statement on Form 14A,
     File No. 000-24520).

5.1  * Opinion of Epstein  Becker & Green,  P.C. as to the legality of
     the securities being offered.

23.1 * Consent of Gordon  Harrington & Osborne,  P.C., with respect to
     financial statements of the Registrant.

23.2 * Consent of Epstein  Becker & Green,  P.C.  (included in Exhibit
     5.1).

24   * Powers of Attorney  (included  on p. II-4 of this  Registration
     Statement).

----------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19173}]
{"company-data": {"conformed-name": "IMSCO INC /MA/", "cik": "0000924396", "assigned-sic": "2833", "irs-number": "043021770", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46823", "film-number": "98548400"}, "business-address": {"street1": "40 BAYFIELD DR", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845", "phone": "5086892080"}, "mail-address": {"street1": "40 BAYFIELD DR", "city": "NORTH ANDOVER", "state": "MA", "zip": "01845"}}
As filed with the Securities and Exchange Commission on February 24, 1998
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

           Delaware                                             04-3021770
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                40 Bayfield Drive
                             North Andover, MA 01845
                                 (978) 689-2080
                    (Address of Principal Executive Offices)

    1996 Employee Incentive Stock Option Program of IMSCO Technologies, Inc.
                            (Full title of the plans)

                              ALEXANDER T. HOFFMANN
                             Chief Executive Officer
                            IMSCO TECHNOLOGIES, INC.
                                40 Bayfield Drive
                             North Andover, MA 01845
                     (Name and address of agent for service)

                                 (978) 689-2080
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             David E. Fleming, Esq.
                          Epstein Becker & Green, P.C.
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 351-4500
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
 Title of Each Class of      Amount to be       Proposed Maximum Offering      Proposed Maximum           Amount of  
  Securities to be           Registered (2)         Price Per Share (2)     Aggregate Offering Price   Registration Fee
     Registered                                                                       
 ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value     
     $.01 per share         1,500,000 shares (1)        $1.625                  $2,437,500                 $719.06
-----------------------------------------------------------------------------------------------------------------------
 Total                      1,500,000 shares            $1.625                  $2,437,500                 $719.06
 -----------------------------------------------------------------------------------------------------------------------
(1) Consists of 1,500,000  shares of Common  Stock of the  Registrant  which are
issuable upon exercise of options or grant of shares which will be granted under
the 1996 Employee  Incentive  Stock Option Program of IMSCO  Technologies,  Inc.
(The  "Plan").  No shares or options have granted  under the Plan as of the date
hereof.  This  Registration  Statement  also covers an  indeterminate  number of
shares of Common  Stock which may be issuable by reason of stock  splits,  stock
dividends or similar transactions.

(2)  Calculated  pursuant to Rule  457(h)(1)  under the Securities Act and based
upon the current  market price for shares of Common  Stock and  original  option
exercise prices for shares of Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note: The documents containing the information  specified in Part I of Form
S-8 will be sent or given to  participants  as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities  Act"). The Company will
maintain a file of such documents in accordance with the provisions of Rule 428.
Such documents  need not be filed with the  Securities  and Exchange  Commission
(the  "Commission")  either  as  part  of  this  Registration  Statement  or  as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.  These  documents  and  the  documents  incorporated  by  reference  in the
Registration  Statement  pursuant  to Item 3 of Part II of this  Form  S-8,taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act. See Rule 428(a)(1) under the Securities Act.

     This  Registration  Statement  on Form S-8 of IMSCO  Technologies,  Inc., a
Delaware  corporation  (the  "Registrant"),   covers  1,500,000  shares  of  the
Registrant's  Common Stock, par value $.01 per share ("Common Stock"),  reserved
for issuance under the following  employee benefit plan of the Registrant:  1996
Employee  Incentive  Stock  Option  Program  of IMSCO  Technologies,  Inc.  (the
"Plan").  No shares of Common Stock or options exercisable into shares of Common
Stock have been issued under the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

     (a) The  Registrant's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1996, as amended.

     (b) All other reports and forms filed by the Registrant pursuant to Section
13(a)  or  15(d)  of the  Securities  and  Exchange  Act  of  1934,  as  amended
(the"Exchange Act"), prior to the date hereof; and

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Proxy  Statement  on Form 14 , dated July 9, 1996,  including  any
amendments   thereto  or  reports   filed  for  the  purpose  of  updating  such
description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description of Securities.
Not applicable.

Item 5. Interests of Named Experts and Counsel.

     A member of special  counsel  to the  Registrant,  Epstein  Becker & Green,
P.C.,  David E.  Fleming,  Esq.,  owns  65,000  shares  of  Common  Stock of the
Registrant.

Item 6. Indemnification of Directors and Officers.

     The Registrant's  Certificate of Incorporation  eliminates,  to the fullest
extent  permitted  by the Law of the State of  Delaware,  personal  liability of
directors to the Registrant and its stockholders for monetary damages for breach
of fiduciary duty as directors.

     Section 145(a) of the Delaware General Corporation Law ("DGCL") provides in
relevant part that "a corporation may 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  corporation)  by
reason of the fact that he 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 corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."

     With respect to derivative actions,  Section 145(b) of the DGCL provides in
relevant  part that "[a]  corporation  may  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  corporation  to  procure a
judgment  in its  favor...  [by reason of his  service in one of the  capacities
specified in the preceding  sentence]  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  or such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and 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  to the  corporation  unless  and only to the  extent  that the  court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper".

     Article NINTH of the Company's Certificate of Incorporation, provides:

     "To the full extent  permitted by the Delaware  General  Corporation Law or
any other  applicable  law currently or hereafter in effect,  no Director of the
Company will be personally liable to the Company or its stockholders for or with
respect to any acts or  omissions in the  performance  of his or her duties as a
Director of the Company.  Any repeal or  modification of this Article Ninth will
not  adversely  affect  any right or  protection  of a Director  of the  Company
existing prior to such repeal or modification."

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

3.1  Certificate of Incorporation of IMSCO Technologies,  Inc. (previously filed
     on July 17, 1996 as Exhibit 3.1 in the  Company's  Report on Form 8-K, File
     No. 000-24520).

3.2  By-Laws of IMSCO Technologies,  Inc.  (previously filed on July 17, 1996 as
     Exhibit 3.2 to the
Company's Report on Form 8-K, File No. 000-24520).

4.1  1996 Employee  Incentive Stock Option Program of IMSCO  Technologies,  Inc.
     (previously  filed on May 26,  1996 as Exhibit 4.1 to the  Company's  Proxy
     Statement on Form 14A, File No. 000-24520).

5.1  *  Opinion  of  Epstein  Becker & Green,  P.C.  as to the  legality  of the
     securities being offered.

23.1 *Consent of Gordon  Harrington & Osborne,  P.C.,  with respect to financial
     statements of the Registrant.

23.2 *Consent of Epstein Becker & Green, P.C. (included in Exhibit 5.1).

24   *Powers of Attorney (included on p. II-4 of this Registration Statement).

----------
* Filed herewith.

Item 9. Undertakings.

     (a) 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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  changes to such information in the
Registration Statement;

     (2) 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;

     (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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or 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 provisions of Item 6 of this Registration  Statement,
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 it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     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 New York, New York. on the 24th day of February, 1998.

                                      IMSCO TECHNOLOGIES, INC.

                                       By:   /s/ Alexander T. Hoffmann
                                          --------------------------------------
                                                 Alexander T. Hoffmann
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitute  and  appoints  Alexander  T.  Hoffmann,  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 any and all capacities, to sign any
and all amendments (including  post-effective  amendments) of and supplements 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  such  attorney-in-fact  and  agent  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,  to all intents and purposes and as fully
as they might or could do in person,  hereby  ratifying and  confirming all that
such attorney-in-fact and agent, or his substitute,  may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 24th day of February, 1998.

      Signature                                   Capacity
      ---------                                   --------

/s/ Alexander T. Hoffmann                   Chairman of the Board, Director  
-------------------------------             and Chief Executive Officer      
Alexander T. Hoffmann                       (Principal and Executive Officer)
                                            

/s/ Scott Singer                            Assistant Secretary and Principal 
-------------------------------             Financial and Accounting Officer
Scott Singer, CPA                           

/s/ Gary Graham                             Director
-------------------------------
Gary Graham

/s/ Frank Lubrano                           Director
-------------------------------
Frank Lubrano

                                      II-4
EXHIBIT INDEX

Exhibit
  No.                              Description                              Page
-------                            -----------                              ----

3.1  Certificate  of   Incorporation  of  IMSCO   Technologies,   Inc.
     (previously  filed  on  July  17,  1996  as  Exhibit  3.1  in the
     Company's Report on Form 8-K, File No. 000-24520).

3.2  By-Laws of IMSCO Technologies, Inc. (previously filed on July 17,
     1996 as Exhibit 3.2 to the Company's Report on Form 8-K, File No.
     000-24520).

4.1  1996   Employee   Incentive   Stock   Option   Program  of  IMSCO
     Technologies,  Inc.  (previously filed on May 26, 1996 as Exhibit
     4.1 to the  Company's  Preliminary  Proxy  Statement on Form 14A,
     File No. 000-24520).

5.1  * Opinion of Epstein  Becker & Green,  P.C. as to the legality of
     the securities being offered.

23.1 * Consent of Gordon  Harrington & Osborne,  P.C., with respect to
     financial statements of the Registrant.

23.2 * Consent of Epstein  Becker & Green,  P.C.  (included in Exhibit
     5.1).

24   * Powers of Attorney  (included  on p. II-4 of this  Registration
     Statement).

----------
* Filed herewith.