As filed with the Securities and Exchange Commission on March 24, 1999
                                                        Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              THE TIREX CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                               3282985
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

      740 St. Maurice, Suite 201
          Montreal, Quebec                                        H3C 1L5
(Address of Principal Executive Offices)                         (Zip Code)

                              EMPLOYMENT AGREEMENT
                          BETWEEN TIREX CANADA R&D INC.
                                    JOHN CARR
                            (Full title of the Plan)

                                 Scott Rapfogel
                                 621 Clove Road
                             Staten Island, NY 10310
           (Name and address, including zip code of agent for service)

                                 (718) 981-8485
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
                                            Proposed Maximum   Proposed Maximum     Amount of
Title of Securities           Amount to be   Offering Price   Aggregate Offering   Registration
 to be Registered              Registered      per Share*           Price*              Fee
-----------------------------------------------------------------------------------------------
<S>                              <C>            <C>                <C>                <C>  
Common Stock, Par Value,
$.001 Per Share, of The
Tirex Corporation Issued
Pursuant to Employment
Agreement with
John Carr                        143,561        $.1525             $21,893            $6.63
-----------------------------------------------------------------------------------------------
    TOTAL                        143,561        $.1525             $21,893            $100
===============================================================================================
</TABLE>

* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(c) on the basis of the average of the closing bid and
ask  prices  of  the  Common   Stock  of  the   Registrant   as  traded  in  the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on March 19, 1999.

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents are incorporated by reference in this registration
statement.

(a)   Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended June
      30, 1998,  filed pursuant to Section 15(d) of the Securities  Exchange Act
      of 1934, as amended (the "Exchange Act").

(b)   Registrant's  quarterly  reports on Forms  10-QSB for the fiscal  quarters
      ended September 30, 1998 and December 31, 1998,  filed pursuant to Section
      15(d) of the Exchange Act, and  Registrant's  Current Reports on Form 8-K,
      dated May 27,  1998  (filed  with the  Commission  on August 3,  1998) and
      September 14, 1998 (filed with the Commission on September 18, 1998);

      All documents  filed by the Registrant  pursuant to Section 13(a),  13(c),
14, and 15(d) of the Securities  Act and Sections  13(a),  13(c),  and 14 of the
Exchange  Act after  the date of this  registration  statement  and prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates  that all  securities  offered  hereunder  have  been  sold,  or which
registers  all  securities  then  remaining   unsold  under  this   registration
statement,  shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share. As at March 18, 1999 there were seventy eight
million, two hundred forty one thousand,  four hundred thirty seven (78,241,437)
shares of Common Stock issued and  outstanding.  The Class A Stock may be issued
from time to time,  in one or more  classes,  or one or more  series  within any
class thereof,  in any manner  permitted by law, as determined from time to time
by Registrant's board of directors,  and stated in the resolution or resolutions
providing  for the  issuance of such  shares  adopted by  Registrant's  board of
directors  pursuant to authority  vested in it in  Registrant's  Certificate  of
Incorporation, each class or series to be appropriately designated, prior to the
issuance  of  any  shares  thereof,  by  some  distinguishing   letter,   number
designation  or title.  All  shares of stock in such  classes  or series  may be
issued for such consideration and have such voting powers,  full or limited,  or
no voting powers,  and shall have such  designations,  preferences and relative,
participating, optional,


                                       2
<PAGE>

or  other  special  rights,  and  qualifications,  limitations  or  restrictions
thereof, permitted by law, as shall be stated and expressed in the resolution or
resolutions,  providing for the issuance of such shares adopted by  Registrant's
board of directors  pursuant to authority vested in Registrant's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.

      Registrant's  board of directors may  determine the times when,  the terms
under which and the consideration  for which Registrant shall issue,  dispose of
or receive  subscriptions for its shares,  including treasury shares, or acquire
its own shares.  The  consideration for the issuance of the shares shall be paid
in full  before  their  issuance  and  shall  not be less than the par value per
share.  Upon  payment of such  consideration,  such shares shall be deemed to be
fully paid and nonassessable by Registrant.

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by the Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
shareholders.  Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive,  conversion or redemption privileges,  nor
sinking fund provisions, with respect to the Common Stock.

      Stockholders  are  entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders.  The Common Stock does
not have cumulative voting rights. As a result,  the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the  directors  if they choose to do so, and, in such event,  the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of Registrant.

Item 5. Interest of Named Experts and Counsel.

      Frances Katz Levine, counsel to the Registrant,  is employed by Registrant
as its corporate and securities counsel. As at March 18, 1999 Ms. Levine and her
husband,  Robert Levine,  were the record and beneficial owners of approximately
6.37% of the Registrant's  issued and outstanding  common stock. Scott Rapfogel,
counsel to the Registrant,  is employed by Registrant as its assistant corporate
and securities counsel.  Mr. Rapfogel is the record and beneficial owner of less
than 1% of the Registrant's issued and outstanding common stock.

Item 6. Indemnification of Directors and Officers.

      The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General  Corporation
Law ("Section 145").


                                       3
<PAGE>

Pursuant thereto, the Company indemnifies its officers, directors, employees and
agents to the fullest extent permitted for losses and expenses  incurred by them
in connection  with actions in which they are involved by reason of their having
been  directors,  officers,  employees,  or agents of the  Company.  Section 145
permits a  corporation  to  indemnify  any person who is or has been a director,
officer,  employee, or agent of the corporation or who is or has been serving as
a director, officer, employee or agent of another corporation,  organization, or
enterprise at the request of the corporation, against all liability and expenses
(including but not limited to attorneys' fees and disbursements and amounts paid
in settlement or in satisfaction of judgments or as fines or penalties) incurred
or paid in  connection  with any  action,  suit or  proceeding,  whether  civil,
criminal, administrative, investigative, or otherwise, in which he or she may be
involved  by  reason of the fact that he or she  served or is  serving  in these
capacities,  if he or  she  acted  in  good  faith  and  in a  manner  he or she
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 cause
o believe his or her conduct was unlawful.  In the case of a claim, action, suit
or proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor,  the  corporation  shall not  indemnify  such
person in respect of any claim  issue or matter as to which such person has been
adjudged to be liable to the  corporation  for  negligence or misconduct  int he
performance of his or her duty to the  corporation,  except for such expenses as
the Court may allow.  Any such  person  who has been  wholly  successful  on the
merits or otherwise with respect to any such claim,  action,  suit or proceeding
or with respect to any claim,  issue or matter therein,  shall be indemnified as
of right  against all expenses in connection  therewith or resulting  therefrom.
The effect of this provision in the certificate of incorporation is to eliminate
the  rights  of the  Registrant  and  its  stockholders  (through  stockholders'
derivative  suits on behalf  of the  Registrant)  to  recover  monetary  damages
against  a  director  for  breach of  fiduciary  duty as a  director  (including
breaches  resulting from negligent or grossly negligent  behavior) except in the
situations described above.

      The  Company's  By-laws  provide  for  indemnification  of  the  Company's
officers and directors  against all  liabilities  (including  reasonable  costs,
expenses,  attorney's  fees,  obligations  for payment in  settlement  and final
judgment)  incurred  by or  imposed  upon them in the  preparation,  conduct  or
compromise of any actual or threatened  action,  suit,  or  proceeding,  whether
civil,  criminal,  or  administrative,  including any appeals  therefrom and any
collateral  proceedings  in which they shall be involved by reason of any action
or omission by them in their  capacity as a director or officer of the  Company,
or of any other  corporation  which they  serve as a director  or officer at the
request of the  Company,  whether or not such person is a director or officer at
the time such  liabilities are incurred or any such action,  suit, or proceeding
is commenced against them. The indemnification  provided by the By-laws does not
extend,   however,   to  certain  situations   involving   misconduct,   willful
misfeasance, bad faith, or gross negligence.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that in the opinion of the Securities and Exchange


                                       4
<PAGE>

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  registrant  of expenses
incurred  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,  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.

      Except to the extent hereinabove set forth, there is no charter provision,
by-law,  contract,  arrangement  or statute  pursuant  to which any  director or
officer of registrant is indemnified  in any manner against any liability  which
he may incur in his capacity as such.

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

      The  exhibits  filed as a part of this  Report or  incorporated  herein by
reference are as follows:

Exhibit No.             Item
-----------             ----

5.1                     Opinion of Scott Rapfogel,  Esq., regarding the legality
                        of  the   securities   being   registered   under   this
                        Registration Statement.

10.1                    Employment  Agreement  effective  as of  August  1, 1997
                        between Tirex Canada R&D Inc. and John Carr

24.1                    Consent  of Pinkham & Pinkham,  P.C.,  Certified  Public
                        Accountants Independent Auditors for the Registrant.

24.2                    Consent  of  Scott  Rapfogel,   Esq.,  counsel  for  the
                        Registrant (set forth in the opinion of counsel included
                        as Exhibit 5.1).

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


                                       5
<PAGE>

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:

            (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;

            (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  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this 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.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities /Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.


                                       6
<PAGE>

(c) 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.


                                       7
<PAGE>

                                   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 Montreal, Province of Quebec, Canada, on the 22nd day
of March, 1999.

                                             THE TIREX CORPORATION

                                             By /s/ Terence C. Byrne
                                                --------------------------------
                                             Terence C. Byrne,
                                             Chairman of the Board of Directors
                                                   and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                        Title                        Date
         ---------                        -----                        ----

/s/ Terence C. Byrne              Chairman of the Board           March 22, 1999
------------------------------    of Directors and Chief          
Terence C. Byrne                  Executive Officer               
                                                                  
/s/ Michael D.A. Ash              Secretary, Treasurer            March 22, 1999
------------------------------    and Chief Financial and         
Michael D.A. Ash                  Accounting Officer              
                                                                  
Majority of the Board of Directors                                
                                                                  
/s/ Terence C. Byrne              Director                        March 22, 1999
------------------------------                                    
Terence C. Byrne                                                  
                                                                  
/s/ Louis Sanzaro                 Director                        March 22, 1999
------------------------------                                    
Louis Sanzaro                                                     
                                                                  
/s/ Louis V. Muro                 Director                        March 22, 1999
------------------------------                                    
Louis V. Muro                                                     
                                                                  
/s/ Henry Meier                   Director                        March 22, 1999
------------------------------                                 
Henry Meier


                                       8
<PAGE>

                                 EXHIBIT INDEX

Exhibit No.                          Item                                   Page
-----------                          ----                                   ----

5.1               Opinion of Scott Rapfogel,  Esq. regarding
                  the  legality  of  the  securities   being
                  registered    under   this    Registration
                  Statement                                                

10.1              Employment   Agreement   effective  as  of
                  August 1, 1997  between  Tirex  Canada R&D
                  Inc. and John Carr                                       

24.1              Consent  of   Pinkham  &  Pinkham,   P.C.,
                  Certified Public  Accountants  Independent
                  Auditors for the Registrant                              

24.2              Consent  of  Scott  Rapfogel,   Esq.,  the
                  counsel for the  Registrant  (set forth in
                  the opinion of counsel included as Exhibit
                  5.1)


                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23562}]
{"company-data": {"conformed-name": "TIREX CORP", "cik": "0000823072", "assigned-sic": "3550", "irs-number": "222824362", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74935", "film-number": "99571346"}, "business-address": {"street1": "740 ST MAURICE STE 201", "city": "MONTREAL QUEBEC", "state": "A8", "zip": "H4R1W4", "phone": "5148780727"}, "former-company": {"former-conformed-name": "TIREX AMERICA INC", "date-changed": "19940715"}}
As filed with the Securities and Exchange Commission on March 24, 1999
                                                        Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              THE TIREX CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                               3282985
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

      740 St. Maurice, Suite 201
          Montreal, Quebec                                        H3C 1L5
(Address of Principal Executive Offices)                         (Zip Code)

                              EMPLOYMENT AGREEMENT
                          BETWEEN TIREX CANADA R&D INC.
                                    JOHN CARR
                            (Full title of the Plan)

                                 Scott Rapfogel
                                 621 Clove Road
                             Staten Island, NY 10310
           (Name and address, including zip code of agent for service)

                                 (718) 981-8485
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================================
                                            Proposed Maximum   Proposed Maximum     Amount of
Title of Securities           Amount to be   Offering Price   Aggregate Offering   Registration
 to be Registered              Registered      per Share*           Price*              Fee
-----------------------------------------------------------------------------------------------
Common Stock, Par Value,
$.001 Per Share, of The
Tirex Corporation Issued
Pursuant to Employment
Agreement with
John Carr                        143,561        $.1525             $21,893            $6.63
-----------------------------------------------------------------------------------------------
    TOTAL                        143,561        $.1525             $21,893            $100
===============================================================================================
* Estimated solely for the purpose of calculating the amount of the registration
fee  pursuant  to Rule 457(c) on the basis of the average of the closing bid and
ask  prices  of  the  Common   Stock  of  the   Registrant   as  traded  in  the
over-the-counter  market and reported in the  Electronic  Bulletin  Board of the
National Association of Securities Dealers on March 19, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents are incorporated by reference in this registration
statement.

(a)   Registrant's  Annual  Report on Form 10-KSB for the fiscal year ended June
      30, 1998,  filed pursuant to Section 15(d) of the Securities  Exchange Act
      of 1934, as amended (the "Exchange Act").

(b)   Registrant's  quarterly  reports on Forms  10-QSB for the fiscal  quarters
      ended September 30, 1998 and December 31, 1998,  filed pursuant to Section
      15(d) of the Exchange Act, and  Registrant's  Current Reports on Form 8-K,
      dated May 27,  1998  (filed  with the  Commission  on August 3,  1998) and
      September 14, 1998 (filed with the Commission on September 18, 1998);

      All documents  filed by the Registrant  pursuant to Section 13(a),  13(c),
14, and 15(d) of the Securities  Act and Sections  13(a),  13(c),  and 14 of the
Exchange  Act after  the date of this  registration  statement  and prior to the
filing  of a  post-effective  amendment  to this  registration  statement  which
indicates  that all  securities  offered  hereunder  have  been  sold,  or which
registers  all  securities  then  remaining   unsold  under  this   registration
statement,  shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

      The authorized capital stock of Registrant  consists of one hundred twenty
million shares  (120,000,000),  par value $.001 per share,  of which one hundred
fifteen  million,  (115,000,000)  shares are  designated  Common Stock par value
$.001 per share,  and five million  (5,000,000)  shares are  designated  Class A
Stock,  par value $.001 per share. As at March 18, 1999 there were seventy eight
million, two hundred forty one thousand,  four hundred thirty seven (78,241,437)
shares of Common Stock issued and  outstanding.  The Class A Stock may be issued
from time to time,  in one or more  classes,  or one or more  series  within any
class thereof,  in any manner  permitted by law, as determined from time to time
by Registrant's board of directors,  and stated in the resolution or resolutions
providing  for the  issuance of such  shares  adopted by  Registrant's  board of
directors  pursuant to authority  vested in it in  Registrant's  Certificate  of
Incorporation, each class or series to be appropriately designated, prior to the
issuance  of  any  shares  thereof,  by  some  distinguishing   letter,   number
designation  or title.  All  shares of stock in such  classes  or series  may be
issued for such consideration and have such voting powers,  full or limited,  or
no voting powers,  and shall have such  designations,  preferences and relative,
participating, optional,

                                       2
or  other  special  rights,  and  qualifications,  limitations  or  restrictions
thereof, permitted by law, as shall be stated and expressed in the resolution or
resolutions,  providing for the issuance of such shares adopted by  Registrant's
board of directors  pursuant to authority vested in Registrant's  Certificate of
Incorporation.  The number of shares of stock of any class or series  within any
class,  so set forth in such resolution or resolutions may be increased (but not
above the total number of  authorized  shares) or  decreased  (but not below the
number of shares thereof then outstanding) by further  resolution or resolutions
adopted by Registrant's board of directors pursuant to authority vested in it in
Registrant's Certificate of Incorporation.

      Registrant's  board of directors may  determine the times when,  the terms
under which and the consideration  for which Registrant shall issue,  dispose of
or receive  subscriptions for its shares,  including treasury shares, or acquire
its own shares.  The  consideration for the issuance of the shares shall be paid
in full  before  their  issuance  and  shall  not be less than the par value per
share.  Upon  payment of such  consideration,  such shares shall be deemed to be
fully paid and nonassessable by Registrant.

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by the Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
shareholders.  Holders of the Common Stock have one non-cumulative vote for each
share hold. There are no pre-emptive,  conversion or redemption privileges,  nor
sinking fund provisions, with respect to the Common Stock.

      Stockholders  are  entitled to one vote of each share of Common Stock held
of record on matters submitted to a vote of stockholders.  The Common Stock does
not have cumulative voting rights. As a result,  the holders of more than 50% of
the shares of Common Stock voting for the election of directors can elect all of
the  directors  if they choose to do so, and, in such event,  the holders of the
remaining shares of Common Stock will not be able to elect any person or persons
to the board of directors of Registrant.

Item 5. Interest of Named Experts and Counsel.

      Frances Katz Levine, counsel to the Registrant,  is employed by Registrant
as its corporate and securities counsel. As at March 18, 1999 Ms. Levine and her
husband,  Robert Levine,  were the record and beneficial owners of approximately
6.37% of the Registrant's  issued and outstanding  common stock. Scott Rapfogel,
counsel to the Registrant,  is employed by Registrant as its assistant corporate
and securities counsel.  Mr. Rapfogel is the record and beneficial owner of less
than 1% of the Registrant's issued and outstanding common stock.

Item 6. Indemnification of Directors and Officers.

      The Company's certificate of incorporation provides for indemnification to
the fullest extent permitted by Section 145 of the Delaware General  Corporation
Law ("Section 145").

                                       3
Pursuant thereto, the Company indemnifies its officers, directors, employees and
agents to the fullest extent permitted for losses and expenses  incurred by them
in connection  with actions in which they are involved by reason of their having
been  directors,  officers,  employees,  or agents of the  Company.  Section 145
permits a  corporation  to  indemnify  any person who is or has been a director,
officer,  employee, or agent of the corporation or who is or has been serving as
a director, officer, employee or agent of another corporation,  organization, or
enterprise at the request of the corporation, against all liability and expenses
(including but not limited to attorneys' fees and disbursements and amounts paid
in settlement or in satisfaction of judgments or as fines or penalties) incurred
or paid in  connection  with any  action,  suit or  proceeding,  whether  civil,
criminal, administrative, investigative, or otherwise, in which he or she may be
involved  by  reason of the fact that he or she  served or is  serving  in these
capacities,  if he or  she  acted  in  good  faith  and  in a  manner  he or she
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 cause
o believe his or her conduct was unlawful.  In the case of a claim, action, suit
or proceeding made or brought by or in the right of the corporation to procure a
recovery or judgment in its favor,  the  corporation  shall not  indemnify  such
person in respect of any claim  issue or matter as to which such person has been
adjudged to be liable to the  corporation  for  negligence or misconduct  int he
performance of his or her duty to the  corporation,  except for such expenses as
the Court may allow.  Any such  person  who has been  wholly  successful  on the
merits or otherwise with respect to any such claim,  action,  suit or proceeding
or with respect to any claim,  issue or matter therein,  shall be indemnified as
of right  against all expenses in connection  therewith or resulting  therefrom.
The effect of this provision in the certificate of incorporation is to eliminate
the  rights  of the  Registrant  and  its  stockholders  (through  stockholders'
derivative  suits on behalf  of the  Registrant)  to  recover  monetary  damages
against  a  director  for  breach of  fiduciary  duty as a  director  (including
breaches  resulting from negligent or grossly negligent  behavior) except in the
situations described above.

      The  Company's  By-laws  provide  for  indemnification  of  the  Company's
officers and directors  against all  liabilities  (including  reasonable  costs,
expenses,  attorney's  fees,  obligations  for payment in  settlement  and final
judgment)  incurred  by or  imposed  upon them in the  preparation,  conduct  or
compromise of any actual or threatened  action,  suit,  or  proceeding,  whether
civil,  criminal,  or  administrative,  including any appeals  therefrom and any
collateral  proceedings  in which they shall be involved by reason of any action
or omission by them in their  capacity as a director or officer of the  Company,
or of any other  corporation  which they  serve as a director  or officer at the
request of the  Company,  whether or not such person is a director or officer at
the time such  liabilities are incurred or any such action,  suit, or proceeding
is commenced against them. The indemnification  provided by the By-laws does not
extend,   however,   to  certain  situations   involving   misconduct,   willful
misfeasance, bad faith, or gross negligence.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  the Company has been informed
that in the opinion of the Securities and Exchange

                                       4
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  registrant  of expenses
incurred  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,  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.

      Except to the extent hereinabove set forth, there is no charter provision,
by-law,  contract,  arrangement  or statute  pursuant  to which any  director or
officer of registrant is indemnified  in any manner against any liability  which
he may incur in his capacity as such.

Item 7. Exemption From Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

      The  exhibits  filed as a part of this  Report or  incorporated  herein by
reference are as follows:

Exhibit No.             Item
-----------             ----

5.1                     Opinion of Scott Rapfogel,  Esq., regarding the legality
                        of  the   securities   being   registered   under   this
                        Registration Statement.

10.1                    Employment  Agreement  effective  as of  August  1, 1997
                        between Tirex Canada R&D Inc. and John Carr

24.1                    Consent  of Pinkham & Pinkham,  P.C.,  Certified  Public
                        Accountants Independent Auditors for the Registrant.

24.2                    Consent  of  Scott  Rapfogel,   Esq.,  counsel  for  the
                        Registrant (set forth in the opinion of counsel included
                        as Exhibit 5.1).

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

                                       5
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:

            (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;

            (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  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this 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.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability under the Securities /Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

                                       6
(c) 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.

                                       7
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 Montreal, Province of Quebec, Canada, on the 22nd day
of March, 1999.

                                             THE TIREX CORPORATION

                                             By /s/ Terence C. Byrne
                                                --------------------------------
                                             Terence C. Byrne,
                                             Chairman of the Board of Directors
                                                   and Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

         Signature                        Title                        Date
         ---------                        -----                        ----

/s/ Terence C. Byrne              Chairman of the Board           March 22, 1999
------------------------------    of Directors and Chief          
Terence C. Byrne                  Executive Officer               
                                                                  
/s/ Michael D.A. Ash              Secretary, Treasurer            March 22, 1999
------------------------------    and Chief Financial and         
Michael D.A. Ash                  Accounting Officer              
                                                                  
Majority of the Board of Directors                                
                                                                  
/s/ Terence C. Byrne              Director                        March 22, 1999
------------------------------                                    
Terence C. Byrne                                                  
                                                                  
/s/ Louis Sanzaro                 Director                        March 22, 1999
------------------------------                                    
Louis Sanzaro                                                     
                                                                  
/s/ Louis V. Muro                 Director                        March 22, 1999
------------------------------                                    
Louis V. Muro                                                     
                                                                  
/s/ Henry Meier                   Director                        March 22, 1999
------------------------------                                 
Henry Meier

                                       8
EXHIBIT INDEX

Exhibit No.                          Item                                   Page
-----------                          ----                                   ----

5.1               Opinion of Scott Rapfogel,  Esq. regarding
                  the  legality  of  the  securities   being
                  registered    under   this    Registration
                  Statement                                                

10.1              Employment   Agreement   effective  as  of
                  August 1, 1997  between  Tirex  Canada R&D
                  Inc. and John Carr                                       

24.1              Consent  of   Pinkham  &  Pinkham,   P.C.,
                  Certified Public  Accountants  Independent
                  Auditors for the Registrant                              

24.2              Consent  of  Scott  Rapfogel,   Esq.,  the
                  counsel for the  Registrant  (set forth in
                  the opinion of counsel included as Exhibit
                  5.1)

                                       9