<PAGE>

    As Filed with the Securities and Exchange Commission on March 13, 1996

                                         Registration No.  33-_____

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.  C.  20549

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

                         WATER-JEL TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

                New York                            13-3006788
     (State or other jurisdiction of         (IRS Employer I.D. Number)
     incorporation or organization)

     243 Veterans Boulevard Carlstadt, New Jersey        07072
       (Address of principal executive offices)        (Zip Code)


              Water-Jel Technologies, Inc. 1995 Stock Option Plan
                             (Full Title of Plan)

                           Peter D. Cohen, President
                         Water-Jel Technologies, Inc.
             243 Veterans Boulevard, Carlstadt, New Jersey  07072
                    (Name and address of agent for service)

                                (201)-507-8300
         (Telephone number, including area code, of agent for service)

       Copies of all                 Oscar D. Folger, Esq.            
       communications to:            521 Fifth Avenue 
                                     New York, New York 10175

                        CALCULATION OF REGISTRATION FEE

                        Proposed      Proposed
                        Maximum       Maximum
     Title of           Amount        Offering     Aggregate    Amount of
     Securities to      to be         Price Per    Offering     Registration
     be Registered      Registered(1) Share(2)     Price(1)     Fee
     ---------------------------------------------------------------------------
     Common Stock,
     $.08 par value     500,000        $2.53125    $1,265,625   $ 436.42


     (1)  Estimated for purposes of computing the registration fee pursuant to
     Rule 457(c) based upon the average of the bid and asked prices of the
     Common Stock as reported by NASDAQ on March 11, 1996.

<PAGE>   

   PROSPECTUS

   SUBJECT TO COMPLETION, DATED MARCH 13, 1996

   WATER-JEL TECHNOLOGIES, INC.

   500,000 Shares of Common Stock

     This Prospectus relates to 500,000 shares of Common Stock of
   Water-Jel Technologies, Inc. (the "Company"), par value $.08 per
   share (the "Shares") which are issuable pursuant to the Company's
   1995 Stock Option Plan. Any Shares which are offered will be
   offered for the respective accounts of the Selling Shareholders.
   This Prospectus does not relate to the sale or issuance by the
   Company of any securities. The Company will not receive any
   proceeds from the sale of the Shares by the Selling Shareholders.
   The Company will receive exercise prices upon exercise of the
   options relating to the Shares.

     The Company has been advised by the Selling Shareholders that
   there are no underwriting arrangements with respect to the sale of
   the Shares, that the Shares will be sold from time to time in the
   Nasdaq Small Cap Market ("Nasdaq") at then prevailing prices and/or
   in private transactions at negotiated prices, and that usual and
   customary brokerage fees will be paid by the Selling Shareholders
   in connection therewith. See "Plan of Distribution."

     The Company's Common Stock is traded on NASDAQ under the symbol
   BURN.  The closing bid quotation of the Company's Common Stock on
   March 11, 1996 as quoted by NASDAQ was $2.4375 per share.

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

      THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
       SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
               UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


   ==================================================================
                                                   Proceeds to
               Price to    Underwriting Discounts  Selling
               Public (1)  and Commissions         Shareholders(1)
   Per Share ..... ___________________-0-_____________________________
   Total .........                    -0-
   ===================================================================
    (1)  Not determinable at present time.



                The date of this Prospectus is March   , 1996.
<PAGE>
                             AVAILABLE INFORMATION

     The Company is subject to the reporting requirements of the
   Securities Exchange Act of 1934 and in accordance therewith files
   reports and other information with the Securities and Exchange
   Commission (the "Commission").  Such reports and other information
   may be inspected at the public reference facilities of the
   Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
   D.C. 20549, and at the following Regional Offices of the
   Commission: Suite 1400, 500 West Madison Street, Chicago, Illinois
   60661-2511; Seven World Trade Center - 13th Floor, New York, New
   York 10048; and Suite 500 East, 5757 Wilshire Boulevard, Los
   Angeles, California 90036-3648.  Copies of such material may be
   obtained from the Public Reference Section of the Commission,
   Washington, D.C. 20549, at prescribed rates.

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

     The Company will furnish its security holders with annual reports
   containing audited financial statements at the end of each fiscal
   year.  In addition, the Company may, from time to time, issue
   unaudited interim reports and financial statements.

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

     The Company undertakes to provide without charge to each person
   to whom this Prospectus is delivered, upon the written or oral
   request of such person, a copy of any and all of the information
   that has been incorporated by reference in the Prospectus (not
   including exhibits to the information that is incorporated by
   reference unless such exhibits are specifically incorporated by
   reference into the information that the Prospectus incorporates). 
   Such request should be directed to the Secretary, Water-Jel
   Technologies, Inc., 243 Veterans Boulevard, Carlstadt, New Jersey
   07072.

        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
        MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
        PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN
        AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
        MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
        PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION
        TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN
        OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED
        SECURITIES TO WHICH IT RELATES.  NEITHER THE DELIVERY OF THIS
        PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME
        SHALL IMPLY THAT THE INFORMATION PROVIDED HEREIN IS CORRECT AS
        OF ANY TIME SUBSEQUENT TO ITS DATE.

                                  2

<PAGE>
                                  THE COMPANY

     Water-Jel Technologies, Inc., (the "Company") is a New York
   corporation established in 1979. Since its inception, the Company
   has focused its efforts on the development, manufacture and
   marketing of products using its Water-Jel gel as emergency first
   aid for burn injuries. The Company's Water-Jel First Aid product
   line for burns includes fire blankets, burn dressings, Burn Jel,
   UnBurn, and Cool-Jel. In addition, the Company has expanded its
   manufacturing operations to include a line of generic creams and
   ointments and through an arrangement with Pfizer Inc. began
   marketing Visine Singles to the industrial marketplace.

     On November 25, 1994, the Company effected a one-for-eight
   reverse stock split of all of the Company's securities. Unless
   otherwise indicated, all information in this Prospectus gives
   retroactive effect to this reverse stock split.

     The Company was incorporated under the name Trilling Resources,
   Ltd. in September 1979. It changed its name to Trilling Medical
   Technologies, Inc. in September 1987 and to Water-Jel Technologies,
   Inc. in July 1991.  The executive offices of the Company are
   located at 243 Veterans Boulevard, Carlstadt, New Jersey 07072. The
   Company's telephone number is (201) 507-8300.


                                 RISK FACTORS

     THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE
   AND INVOLVE A HIGH DEGREE OF RISK.  THEREFORE, EACH PROSPECTIVE
   INVESTOR SHOULD, PRIOR TO EXERCISE, CONSIDER VERY CAREFULLY THE
   FOLLOWING RISK FACTORS, AS WELL AS ALL OF THE OTHER INFORMATION SET
   FORTH ELSEWHERE IN THIS PROSPECTUS.

   1. Government Regulation

     The Company's products and manufacturing practices are subject to
   regulation by the Food and Drug Administration ("FDA") as well as
   by similar foreign authorities. The Water-Jel Fire Blanket and Burn
   Dressing are medical devices subject to regulation by the FDA. The
   Company's generic creams and ointment, Burn Jel and UnBurn line are
   classified as over the counter drugs. FDA requirements include
   adherence to good manufacturing practices, proper labelling, and
   either premarket notification under section 510(k) of the Medical
   Device Amendments to the Federal Food, Drug and Cosmetics Act or
   premarket approval (depending on the category of product) prior to
   commercial marketing in the United States. The  Company is also
   subject to periodic inspections by the FDA relating to good
   manufacturing practices. The FDA has the authority to require a
   suspension of manufacturing operations if it finds serious
   deficiencies. Additional regulation may, in the future, be imposed

                                  3

<PAGE>
   by Federal, state or local authorities, particularly the FDA. Any
   new products will also be subject to review of various regulatory
   authorities in virtually every foreign country in which such
   products are offered for sale. To the extent that any new products
   which the Company may develop are deemed to be new pharmaceutical
   or new medical devices, such products will require FDA and other
   regulatory clearance and/or approvals prior to marketing. Such
   governmental regulation may prevent or substantially delay the
   marketing of any products developed by the Company, cause the
   Company to undertake costly procedures, and furnish a competitive
   advantage to the more substantially capitalized companies which
   compete with the Company. There can be no assurance that the
   Company will have the requisite financial resources to complete the
   regulatory approval process with respect to any new products which
   it may develop.

   2. Market Acceptance for Company's Products

     The Company believes that its ability to market its products
   requires educating potential users of its products as to their
   benefits and applications.  No assurance can be given that the
   Company will be able to successfully increase the market for its
   products.

   3. Need for Additional Funds

     It is likely that the Company's education and marketing efforts,
   particularly those directed at the personal use market, will
   require substantial funds.

   4. Competition

     The market in which the Company currently operates is
   characterized by competition and rapid technological change. Other
   firms, including Spenco Medical Corporation, C.R. Bard, Inc. and
   Johnson & Johnson Products, Inc. manufacture and market fire
   blankets, burn dressings and related fire safety products and have
   been in business for a longer period of time, are better
   established, have financial resources substantially greater, and
   have more extensive facilities than those which now, or in the
   foreseeable future, may be available to the Company. While some
   segments of the market are dominated by large manufacturers, other
   segments of the market are characterized by intense competition
   among independent product manufacturers.

     In fiscal 1995 Nortrade International, Inc.  ("Nortrade")
   introduced a product which attempts to duplicate the Company's
   First Aid Product Line for Burns.  The Company believes that it
   will be able to compete with Nortrade based upon the Company's
   established customer base, superior customer service and its
   ability to offer a more diverse range of products.

                                  4

<PAGE>

   5. Patents

     The design of the Company's Fire Blanket products was protected
   by United States and foreign patents which were assigned to the
   Company in 1979 and 1985.  The United States patent which protected
   a substantial portion of the Company's technology expired in 1992. 
   New competitors may now enter the Company's markets. The Company
   may be materially and adversely affected if the Company should fail
   to establish a secure market base before the entrance of
   significant new competitors now that the original United States
   patent has expired.  See "Competition."

     In January 1995, the Company was granted a patent for a synthetic
   fabric containing a therapeutic, non-toxic, water-soluble and
   bio-degradable gel used in the Company's Burn Dressing product
   line.  However, no assurance can be given that this patent will
   prove enforceable or prevent others from marketing products similar
   to, or which perform comparable functions as, the Company's
   products.

     The Company has obtained United States and foreign registrations
   for several trademarks for use on the Company's products. These
   marks and logos are used on the packaging of the Company's
   products.

   6. Uncertainty of International Sales

     For the fiscal year ended August 31, 1995, the Company had
   approximate  revenues of $912,000 from international sales, which
   represented approximately 18% of total sales during this period.
   International sales represented 15% and 21% of total sales,
   respectively, for the fiscal years ended August 31, 1994 and 1993.
   Although the Company intends to continue to pursue international
   sales, there can be no assurance that sales at present levels will
   be maintained, or will not fluctuate significantly as has occurred
   in recent years.

   7. Product Liability

     To date, there have been no material claims or threatened claims
   against the Company by users of its products based on a failure to
   perform as specified.  In the event that any claims for substantial
   amounts were to be successfully asserted against the Company, they
   could have a materially adverse effect on the Company's financial
   condition and its ability to distribute its products.  The Company
   maintains $11,000,000 of general product liability insurance. 
   There is no assurance that this amount will be sufficient to cover
   potential claims or that the present amount of insurance can be
   maintained at the present level of cost.

                                  5
<PAGE>


   8. No Dividends

     The Company has not paid any cash dividends upon its Common Stock
   since its inception and, by reason of its present financial status
   and its contemplated financial requirements, does not anticipate
   paying any cash dividends in the foreseeable future.  It is
   anticipated that earnings, if any, which may be generated from
   operations will be used to finance the operations of the Company.

   9. Potential Rule 144 and Other Sales

     Of the Company's 3,499,180 outstanding shares as of the date of
   this prospectus, approximately 533,000 shares may be deemed
   "restricted securities" as that term is defined under the
   Securities Act of 1933, as amended (the "Act"), and in the future
   may be sold in compliance with Rule 144 under the Act or pursuant
   to a registration statement filed under the Act.  Rule 144
   provides, in essence, that a person holding restricted securities
   for a period of two years may sell every three months in brokerage
   transactions and/or market maker transactions an amount equal to
   the greater of one percent (1%) of either (a) the Company's issued
   and outstanding Common Stock or (b) the average weekly trading
   volume of the Common Stock during the four calendar weeks prior to
   such sale.  Rule 144 also permits, under certain circumstances, the
   sale of shares without any quantity limitation by a person who is
   not an affiliate of the Company and who has satisfied a three-year
   holding period. In addition, the Company has registered 388,661
   shares of Common Stock held by twelve persons.  Investors should be
   aware that sales of the Company's Common Stock, under registration
   statements or Rule 144, may have a depressive effect on the price
   of the Company's Common Stock in any market which may develop for
   such securities.

   10. Proceeds Not Allocated to Specific Uses

     Any proceeds of this offering have been allocated to working
   capital.  While the Company anticipates that a significant portion
   of any proceeds received will be used for manufacturing,
   administrative, marketing or research and development expenses, the
   acquisition of inventory, or the repurchase of certain of the
   Company's outstanding securities, it has made no specific
   allocation for these purposes and may use these funds for other
   general corporate purposes.  See "Use of Proceeds."


                                USE OF PROCEEDS

     The net proceeds to the Company from the exercise of all
   presently outstanding options for which the underlying common stock
   is registered herein would be approximately $1,085,000 after
   taking into account estimated offering expenses of approximately
   $10,000. The Company will receive no proceeds from the sale of


                                  6
<PAGE>

   stock held by any Selling Shareholders. There can be no assurances
   that the Company will receive any proceeds from the exercise of the
   options and not all options may be exercised which could result in
   the proceeds of this offering to the Company being minimal. Any
   proceeds received from the exercise of the options would be added
   to working capital.  The Company has not made any specific
   allocations as to the use of any such proceeds.  The proceeds could
   be used for manufacturing, administrative, marketing or research
   and development expenses, the acquisition of inventory, or the
   repurchase of certain of the Company's outstanding securities.  In
   the opinion of management, the Company has sufficient capital,
   together with anticipated revenues from sales of its products, to
   continue operations for at least the next twelve months.

     Prior to expenditure, the net proceeds will be invested in
   short-term interest bearing securities or money market funds.  Any
   income from investments, will be added to working capital.


                             SELLING SHAREHOLDERS

     Included in the securities covered by the Plan are the following
   shares which are being offered on behalf of current directors and
   officers of the Company.

     Name (1)           Securities Owned  Securities to   Securities to
                         Before Offering    be Sold       be Owned after
                                                             Offering
     Peter D. Cohen (2)       331,287       100,000           231,287

     Yitz Grossman (3)        600,250       100,000           500,250
     Werner Haase (4)         300,625       100,000           200,625

     (1) The address for Messrs. Cohen, Grossman and Haase is c/o the
   Company.

     (2) In addition to securities included herein to be sold pursuant
   to options, also takes into account shares issuable upon exercise
   of options to purchase 212,500 shares which are not included in
   this prospectus.

     (3) In addition to securities included herein to be sold pursuant
   to options, also takes into account shares issuable upon exercise
   of options to purchase 200,000 shares which are not included in
   this prospectus.

     (4) In addition to securities included herein to be sold pursuant
   to options, also takes into account shares issuable upon exercise
   of options to purchase 143,750 shares which are not included in
   this prospectus.


                                  7
<PAGE>

                             MATERIAL DEVELOPMENTS

     Since the Company's filing of its quarterly report on Form 10-QSB
   for the three months ended November 30, 1995, the Company has
   announced that it is engaged in discussions with Journeycraft, Inc.
   of New York, New York ("Journeycraft") for the acquisition by the
   Company of Journeycraft. Journeycraft is a diversified services
   company. Either directly or through subsidiaries, it has interests
   in travel technology, corporate travel management and consulting,
   use of media in the fields of performance improvement and internal
   corporate communications, and providing training, communications
   and data to the health care industry. Journeycraft has informed the
   Company that for the fiscal year ended March 31, 1995, the
   unaudited combined revenues of Journeycraft and its subsidiaries
   were approximately $31,000,000 and unaudited pre-tax income was
   approximately $1,100,000.

     Journeycraft is majority-owned and controlled by Werner Haase and
   his wife. Mr. Haase is a director of the Company and beneficial
   owner of approximately 8% of the Company's Common Stock after
   giving effect to the exercise of stock options held by Mr. Haase.

     Negotiations for this transaction are continuing, but no letter
   of intent has been signed. There can be no assurance that an
   agreement will be achieved or that any agreement will be signed or
   closed. The Company anticipates that the closing for any agreement
   will be subject to numerous terms and conditions, including the
   receipt of an opinion on the fairness of the transaction.


                             PLAN OF DISTRIBUTION

     The Securities are being offered for the respective accounts of
   the Selling Shareholders. The Company will not receive any proceeds
   from the sale of any Securities by the Selling Shareholders. The
   Company will receive the exercise prices of options which are
   exercised by the Selling Shareholders.

     The sale of Securities by the Selling Shareholders may be
   effected from time to time in transactions in the over-the-counter
   market, in negotiated transactions, through the timing of options
   on the Shares, or through a combination of such methods of sale, at
   fixed prices, which may be charged at market prices prevailing at
   the time of sale, at prices related to such prevailing market
   prices or at negotiated prices.  The Selling Shareholders may
   effect such transactions by selling the Securities to or through
   broker-dealers, and such broker-dealers may receive compensation in
   the form of discounts, concessions or commissions from the Selling
   Shareholders and/or the purchasers of the Securities for which such
   broker-dealers may act as agent or to whom they sell as principal,
   or both (which compensation as to a particular broker-dealer may be


                                  8
<PAGE>

   in excess of customary compensation).

     The Selling Shareholders and any broker-dealers who act in
   connection with the sale of the Securities hereunder may be deemed
   to be "underwriters" within the meaning of Section 2(11) of the
   Securities Act, and any commissions received by them and profit on
   any sale of the Securities as principal might be deemed to be
   underwriting discounts and commissions under the Securities Act.


                                 LEGAL MATTERS

     Certain legal matters in connection with this offering are being
   passed upon for the Company by Oscar D. Folger, Esq., New York, New
   York.  Mr. Folger owns beneficially 12,500 shares of the Company's
   Common Stock.  James W. Lucas, who is of counsel to Mr. Folger,
   owns 1,666 shares of Common Stock and 1,666 Class A Warrants.
   Messrs. Folger and Lucas also each hold options to acquire 20,000
   and 15,000 shares, respectively, of the Company's Common Stock. The
   shares underlying certain of these options are included in this
   prospectus.


                                    EXPERTS

     The financial statements of Water-Jel Technologies, Inc. for the
   years ended August 31, 1995 and 1994, incorporated by reference
   from the Company's annual report on Form 10-KSB for the fiscal year
   ended August 31, 1995, have been examined by Holtz Rubenstein &
   Co., LLP, independent certified public accountants, as stated in
   their report, and are included in reliance upon the report of such
   firm and upon their authority as experts in accounting and
   auditing.


               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents, which have been filed with the
   Commission by the Company are incorporated herein by reference and
   made a part hereof. The Commission file number for all documents
   which are incorporated by reference is 0-13049.

     (1) Annual Report on Form 10-KSB for the fiscal year
         ended August 31, 1995, as amended December 28, 1995.

     (2) Quarterly Report on Form 10-QSB for the three months
         ended November 30, 1995.

     (3) The section entitled "Description of Securities" in
         the Company's registration statement on Form S-1 (Registration

         No. 33-23910), declared effective on October 31, 1988.

                                  9
<PAGE>

     In addition, all documents filed by the Company pursuant to
   Sections 13 (a), 13 (c), 14 and 15 (d) of the Exchange Act, prior
   to the termination of the offering of the securities covered by
   this Prospectus or the filing of a post-effective amendment which
   indicates that all securities have been sold or which deregisters
   all securities then remaining unsold, shall be deemed to be
   incorporated in this Prospectus and made a part hereof by reference
   from the date of filing each such document.  Any statement
   contained in an earlier document incorporated or deemed to be
   incorporated by reference herein shall be deemed to be modified or
   superseded for purposes of this Prospectus to the extent that a
   statement contained herein or in any other subsequently filed
   document which also is incorporated or deemed to be incorporated by
   reference herein modifies or supersedes such statement.  Any such
   statement so modified or superseded shall not be deemed, except as
   so modified or superseded to constitute a part of this Prospectus.


                                INDEMNIFICATION

     The Certificate of Incorporation of the Company provides that all
   directors, officers, employees and agents of the Company shall be
   entitled to be indemnified by the Company to the fullest extent
   permitted by law.

     Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 (the "Act") may be permitted to directors,
   officers or persons controlling the Company pursuant to the
   foregoing provisions, or otherwise, the Company 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.


                            ADDITIONAL INFORMATION

     This Prospectus contains certain information concerning the
   Company and its securities, but does not contain all the
   information set forth in the Registration Statement and the
   Exhibits thereto filed with the Commission under the Securities Act
   of 1933, as amended, to which reference is made.  Any summary from
   the Exhibits contained in this Prospectus is necessarily incomplete
   and must not be considered as a full statement of the provisions of
   such instruments.

                                 10

<PAGE>



                         WATER-JEL TECHNOLOGIES, INC.



                        500,000 Shares of Common Stock


                            ______________________

                                  PROSPECTUS
                            ______________________



                                 March _, 1996





     No dealer, salesman or any other person has been authorized to
   give any information or to make any representations other than
   those contained in this Prospectus, and if given or made, such
   information or representations must not be relied upon as having
   been authorized by the Company.  This Prospectus does not
   constitute an offer to sell or a solicitation of any offer to buy
   any securities in any jurisdiction in which such an offer or
   solicitation would be unlawful.  Neither the delivery of this
   Prospectus nor any sale made hereunder shall under any
   circumstances create any implication that there has been no change
   in the affairs of the Company since the date hereof.


<PAGE>   

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  Incorporation of Documents by Reference.

        See "Incorporation of Certain Information by Reference."
 

   ITEM 4.  Description of Securities.

            Not Applicable.


   ITEM 5. Interests of Named Experts and Counsel.

       See "Experts" and "Legal Matters."


   ITEM 6.   Indemnification of Directors and Officers.

     (a)  Sections 721 through 726 of the New York Business
   Corporation Law (the "NYBCL") provide, in general, that (i) in the
   case of a derivative action, any person made a party to any action
   by reason of the fact that he, his testator or intestate, is or was
   a director or officer of the Registrant, may be indemnified by the
   Registrant against the reasonable expenses, including attorney's
   fees, actually and necessarily incurred by him in connection with
   the defense of such action or an appeal therein except in relation
   to matters as to which such director or officer is adjudged to have
   breached his duty to the Registrant under Section 717 of the NYBCL,
   and (ii) in the case of a non-derivative action, any person made or
   threatened to be made a party to any action, whether civil or
   criminal, by reason or the fact that he, his testator or intestate,
   is or was a director or officer of the Registrant or served another
   corporation or any partnership, joint venture, trust, employee
   benefit plan or other enterprise in any capacity at the request of
   the Registrant may be indemnified by the Registrant against
   judgments, fines, amounts paid in settlement and reasonable
   expenses, including attorney's fees, actually and necessarily
   incurred by him as a result of such action or an appeal therein if
   such officer or director acted in good faith, for a purpose which
   he reasonably believed to be in, or in the case of service for such
   other corporation, partnership, joint venture, trust, employee
   benefit plan or other enterprise, not opposed to, the best
   interests of the Registrant, and, in addition, in criminal actions
   or proceedings had no reasonable cause to believe that his conduct
   was unlawful.

     (b)  Registrant's certificate of incorporation has been amended
   to permit certain limitations on the grounds upon which a director
   may be personally liable to Registrant or any shareholder


                                      II-1

<PAGE>

   for damages for breach of fiduciary duty as a director to the full
   extent permitted by the New York Business Corporation Law.

     (c)  Registrant's by-laws, as amended, permit the indemnification
   of directors and officers in connection with both derivative and
   non-derivative actions, to the full extent permitted by the New
   York Business Corporation Law.  Article 12 of the by-laws, as
   amended, reads:

     A.  The Company shall, to the fullest extent permitted by
   applicable law as the same exists or may hereafter be in effect,
   indemnify any person who is or was or has agreed to become director
   or officers of the Company and who is or was made or threatened to
   be made a party to or is involved in any threatened, pending or
   completed action, suit or proceeding, whether civil, criminal,
   administrative or investigative, including an action by or in the
   right of the Company to procure a judgment in its favor and an
   action by or in the right of any other corporation of any type or
   kind, domestic or foreign, or any partnership, joint venture,
   trust, employee benefit plan or other enterprise, which such person
   is serving, has served or has agreed to serve in any capacity at
   the request of the Company, by reason of the fact that he or she is
   or was or has agreed to become a director or officer of the
   Company, or is or was serving or has agreed to serve such other
   corporation, partnership, joint venture, trust, employee benefit
   plan or other enterprise in any capacity against judgments, fines,
   amounts paid or to be paid in settlement, taxes or penalties and
   costs, charges and expenses, including attorney's fees, incurred in
   connection with such action or proceeding or any appeal therein,
   provided, however, that no indemnification shall be provided to any
   such person if a judgement or other final adjudication adverse to
   the director or officer establishes that (i) his or her acts were
   committed in bad faith or were the result of active and deliberate
   dishonesty and in either case, were material to the cause of action
   so adjudicated, or (ii) he or she personally gained in fact a
   financial profit or other advantage to which he or she was not
   legally entitled.  The benefits of this Paragraph A shall extend to
   the heirs and legal representatives of any person entitled to
   indemnification under this Paragraph.

     B.  The Company may, to the extent authorized from time to time
   by the Board of Directors, or by a committee comprised of members
   of the Board of members of management as the board may designate
   for such purpose, provide indemnification to employees or agents of
   the Company who are not officers or directors of the Company with
   such scope and effect as determined by the Board, or such
   committee.

     C.  The Company may indemnify any person to whom the Company is

   permitted by applicable law to provide indemnification or the
   advancement of expenses, whether pursuant to rights granted
   pursuant to, or provided by, the New York Business Corporation Law

                                       II-2

<PAGE>

   or other rights created by (i) a resolution of shareholders, (ii)
   a resolution of directors, or (iii) an agreement providing for such
   indemnification, it being expressly intended that these By-laws
   authorize the creation of other rights in any such manner.  The
   right to be indemnified and to the reimbursement or advancement of
   expenses incurred in defending a proceeding in advance of its final
   disposition authorized by this Paragraph C shall not be exclusive
   of any other right which any person may have or hereafter acquire
   under any statute, provision of the Certificate of Incorporation,
   By-laws, agreement, vote of shareholders or disinterested directors
   or otherwise.

     D.  the right to indemnification conferred by Paragraph A shall,
   and any indemnification extended under Paragraph B or Paragraph C
   may, be retroactive to events occurring prior to the adoption of
   this Article XII, to the fullest extent permitted by applicable
   law.

     E.  This Article XII may be amended, modified or repealed either
   by action of the Board of Directors of the Company or by the vote
   of the shareholders.

     Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 (the "Act") may be permitted to directors,
   officers or persons controlling the Registrant pursuant to the
   foregoing provisions, or otherwise, 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
   Registrant of expenses paid or incurred by a director, officer or
   controlling person of 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, Registrant will, unless in the opinion of its counsel
   the matter has been settled by controlling precedent, submit to the
   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.

   ITEM 7.   Exemption from Registration Claimed.

             Not Applicable.


   ITEM 8.   Exhibits.


    (4)    1995 Stock Option Plan
    (5)     Opinion of Oscar D. Folger as to legality
    (23)(a) Consent of Holtz Rubenstein & Co.
    (23)(b) Consent of Oscar D. Folger (included in Exhibit 5)

                                     II-3

<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 fact 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 (1)(i) and (1)(ii) do not
   apply if the registration statement is on Form S-3, or Form S-8,
   and the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports
   filed by 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.

     (b)  The undersigned registrant hereby undertakes that for
   purposes of determining any liability under the Securities Act of
   1933, each filing of Registrant's annual report pursuant to Section

   13(a) or 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 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.

                                     II-4

<PAGE>

     (h)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 (the "Act") may be permitted to directors,
   officers or persons controlling the Registrant pursuant to the
   foregoing provisions, or otherwise, 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
   Registrant of expenses paid or incurred by a director, officer or
   controlling person of 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, Registrant will, unless in the opinion of its counsel
   the matter has been settled by controlling precedent, submit to the
   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.

                                     II-5

<PAGE>   

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
   Registrant, WATER-JEL TECHNOLOGIES, INC. has duly caused this
   Registration Statement on Form S-8 to be signed on its behalf by
   the undersigned, thereunto duly authorized, in Carlstadt, New
   Jersey, on March 8, 1996.

                                        WATER-JEL TECHNOLOGIES, INC.

                                        By  /s/ Peter D. Cohen
                                          -----------------------------------
                                           Peter D. Cohen, President, Chief
                                           Executive Officer, Treasurer and
                                           Director (Chief Operating Officer
                                           and Chief Financial and Accounting
                                           Officer)


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
   hereby constitutes and appoints Peter D. Cohen, his true and lawful
   attorney-in-fact and agent, with full power of substitution and
   resubstitution, for him and in his name, place and stead, in any
   and all capacities, to sign any or all pre-effective and
   post-effective amendments to the 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 said 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, as fully to all
   intents and purposes as he might or could do in person, hereby
   ratifying and confirming all that said attorney-in-fact and agent,
   or his substitutes, may lawfully do or cause to be done by virtue
   hereof.

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

    Signature                  Title               Date

   /s/ Peter D. Cohen         President, Chief Executive     3/8/96
  ------------------------    Officer, Treasurer and
    (Peter D. Cohen)          Director and Chief Financial
                              and Accounting Officer

   /s/ Yitz Grossman          Director and Secretary         3/8/96
  ------------------------
     (Yitz Grossman)


    /s/ Werner Haase          Director                       3/12/96
  ------------------------
     (Werner Haase)

                                     II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 44505}]
{"company-data": {"conformed-name": "WATER JEL TECHNOLOGIES INC", "cik": "0000721176", "assigned-sic": "3842", "irs-number": "133006788", "state-of-incorporation": "NY", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01685", "film-number": "96534409"}, "business-address": {"street1": "243 VETERANS BLVD", "city": "CARLSTADT", "state": "NJ", "zip": "07072", "phone": "2015078300"}, "mail-address": {"street1": "243 VETERANS BLVD", "city": "CARLSTADT", "state": "NJ", "zip": "07072"}, "former-company": [{"former-conformed-name": "TRILLING MEDICAL TECHNOLOGIES INC", "date-changed": "19910715"}, {"former-conformed-name": "TRILLING RESOURCES LTD", "date-changed": "19871025"}]}
As Filed with the Securities and Exchange Commission on March 13, 1996

                                         Registration No.  33-_____

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.  C.  20549

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

                         WATER-JEL TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

                New York                            13-3006788
     (State or other jurisdiction of         (IRS Employer I.D. Number)
     incorporation or organization)

     243 Veterans Boulevard Carlstadt, New Jersey        07072
       (Address of principal executive offices)        (Zip Code)

              Water-Jel Technologies, Inc. 1995 Stock Option Plan
                             (Full Title of Plan)

                           Peter D. Cohen, President
                         Water-Jel Technologies, Inc.
             243 Veterans Boulevard, Carlstadt, New Jersey  07072
                    (Name and address of agent for service)

                                (201)-507-8300
         (Telephone number, including area code, of agent for service)

       Copies of all                 Oscar D. Folger, Esq.            
       communications to:            521 Fifth Avenue 
                                     New York, New York 10175

                        CALCULATION OF REGISTRATION FEE

                        Proposed      Proposed
                        Maximum       Maximum
     Title of           Amount        Offering     Aggregate    Amount of
     Securities to      to be         Price Per    Offering     Registration
     be Registered      Registered(1) Share(2)     Price(1)     Fee
     ---------------------------------------------------------------------------
     Common Stock,
     $.08 par value     500,000        $2.53125    $1,265,625   $ 436.42

     (1)  Estimated for purposes of computing the registration fee pursuant to
     Rule 457(c) based upon the average of the bid and asked prices of the
     Common Stock as reported by NASDAQ on March 11, 1996.
PROSPECTUS

   SUBJECT TO COMPLETION, DATED MARCH 13, 1996

   WATER-JEL TECHNOLOGIES, INC.

   500,000 Shares of Common Stock

     This Prospectus relates to 500,000 shares of Common Stock of
   Water-Jel Technologies, Inc. (the "Company"), par value $.08 per
   share (the "Shares") which are issuable pursuant to the Company's
   1995 Stock Option Plan. Any Shares which are offered will be
   offered for the respective accounts of the Selling Shareholders.
   This Prospectus does not relate to the sale or issuance by the
   Company of any securities. The Company will not receive any
   proceeds from the sale of the Shares by the Selling Shareholders.
   The Company will receive exercise prices upon exercise of the
   options relating to the Shares.

     The Company has been advised by the Selling Shareholders that
   there are no underwriting arrangements with respect to the sale of
   the Shares, that the Shares will be sold from time to time in the
   Nasdaq Small Cap Market ("Nasdaq") at then prevailing prices and/or
   in private transactions at negotiated prices, and that usual and
   customary brokerage fees will be paid by the Selling Shareholders
   in connection therewith. See "Plan of Distribution."

     The Company's Common Stock is traded on NASDAQ under the symbol
   BURN.  The closing bid quotation of the Company's Common Stock on
   March 11, 1996 as quoted by NASDAQ was $2.4375 per share.

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

      THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS"

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
       SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
               UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   ==================================================================
                                                   Proceeds to
               Price to    Underwriting Discounts  Selling
               Public (1)  and Commissions         Shareholders(1)
   Per Share ..... ___________________-0-_____________________________
   Total .........                    -0-
   ===================================================================
    (1)  Not determinable at present time.

                The date of this Prospectus is March   , 1996.
AVAILABLE INFORMATION

     The Company is subject to the reporting requirements of the
   Securities Exchange Act of 1934 and in accordance therewith files
   reports and other information with the Securities and Exchange
   Commission (the "Commission").  Such reports and other information
   may be inspected at the public reference facilities of the
   Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
   D.C. 20549, and at the following Regional Offices of the
   Commission: Suite 1400, 500 West Madison Street, Chicago, Illinois
   60661-2511; Seven World Trade Center - 13th Floor, New York, New
   York 10048; and Suite 500 East, 5757 Wilshire Boulevard, Los
   Angeles, California 90036-3648.  Copies of such material may be
   obtained from the Public Reference Section of the Commission,
   Washington, D.C. 20549, at prescribed rates.

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

     The Company will furnish its security holders with annual reports
   containing audited financial statements at the end of each fiscal
   year.  In addition, the Company may, from time to time, issue
   unaudited interim reports and financial statements.

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

     The Company undertakes to provide without charge to each person
   to whom this Prospectus is delivered, upon the written or oral
   request of such person, a copy of any and all of the information
   that has been incorporated by reference in the Prospectus (not
   including exhibits to the information that is incorporated by
   reference unless such exhibits are specifically incorporated by
   reference into the information that the Prospectus incorporates). 
   Such request should be directed to the Secretary, Water-Jel
   Technologies, Inc., 243 Veterans Boulevard, Carlstadt, New Jersey
   07072.

        NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
        MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
        PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN
        AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
        MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
        PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION
        TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN
        OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED
        SECURITIES TO WHICH IT RELATES.  NEITHER THE DELIVERY OF THIS
        PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER AT ANY TIME
        SHALL IMPLY THAT THE INFORMATION PROVIDED HEREIN IS CORRECT AS
        OF ANY TIME SUBSEQUENT TO ITS DATE.

                                  2
THE COMPANY

     Water-Jel Technologies, Inc., (the "Company") is a New York
   corporation established in 1979. Since its inception, the Company
   has focused its efforts on the development, manufacture and
   marketing of products using its Water-Jel gel as emergency first
   aid for burn injuries. The Company's Water-Jel First Aid product
   line for burns includes fire blankets, burn dressings, Burn Jel,
   UnBurn, and Cool-Jel. In addition, the Company has expanded its
   manufacturing operations to include a line of generic creams and
   ointments and through an arrangement with Pfizer Inc. began
   marketing Visine Singles to the industrial marketplace.

     On November 25, 1994, the Company effected a one-for-eight
   reverse stock split of all of the Company's securities. Unless
   otherwise indicated, all information in this Prospectus gives
   retroactive effect to this reverse stock split.

     The Company was incorporated under the name Trilling Resources,
   Ltd. in September 1979. It changed its name to Trilling Medical
   Technologies, Inc. in September 1987 and to Water-Jel Technologies,
   Inc. in July 1991.  The executive offices of the Company are
   located at 243 Veterans Boulevard, Carlstadt, New Jersey 07072. The
   Company's telephone number is (201) 507-8300.

                                 RISK FACTORS

     THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE
   AND INVOLVE A HIGH DEGREE OF RISK.  THEREFORE, EACH PROSPECTIVE
   INVESTOR SHOULD, PRIOR TO EXERCISE, CONSIDER VERY CAREFULLY THE
   FOLLOWING RISK FACTORS, AS WELL AS ALL OF THE OTHER INFORMATION SET
   FORTH ELSEWHERE IN THIS PROSPECTUS.

   1. Government Regulation

     The Company's products and manufacturing practices are subject to
   regulation by the Food and Drug Administration ("FDA") as well as
   by similar foreign authorities. The Water-Jel Fire Blanket and Burn
   Dressing are medical devices subject to regulation by the FDA. The
   Company's generic creams and ointment, Burn Jel and UnBurn line are
   classified as over the counter drugs. FDA requirements include
   adherence to good manufacturing practices, proper labelling, and
   either premarket notification under section 510(k) of the Medical
   Device Amendments to the Federal Food, Drug and Cosmetics Act or
   premarket approval (depending on the category of product) prior to
   commercial marketing in the United States. The  Company is also
   subject to periodic inspections by the FDA relating to good
   manufacturing practices. The FDA has the authority to require a
   suspension of manufacturing operations if it finds serious
   deficiencies. Additional regulation may, in the future, be imposed

                                  3
by Federal, state or local authorities, particularly the FDA. Any
   new products will also be subject to review of various regulatory
   authorities in virtually every foreign country in which such
   products are offered for sale. To the extent that any new products
   which the Company may develop are deemed to be new pharmaceutical
   or new medical devices, such products will require FDA and other
   regulatory clearance and/or approvals prior to marketing. Such
   governmental regulation may prevent or substantially delay the
   marketing of any products developed by the Company, cause the
   Company to undertake costly procedures, and furnish a competitive
   advantage to the more substantially capitalized companies which
   compete with the Company. There can be no assurance that the
   Company will have the requisite financial resources to complete the
   regulatory approval process with respect to any new products which
   it may develop.

   2. Market Acceptance for Company's Products

     The Company believes that its ability to market its products
   requires educating potential users of its products as to their
   benefits and applications.  No assurance can be given that the
   Company will be able to successfully increase the market for its
   products.

   3. Need for Additional Funds

     It is likely that the Company's education and marketing efforts,
   particularly those directed at the personal use market, will
   require substantial funds.

   4. Competition

     The market in which the Company currently operates is
   characterized by competition and rapid technological change. Other
   firms, including Spenco Medical Corporation, C.R. Bard, Inc. and
   Johnson & Johnson Products, Inc. manufacture and market fire
   blankets, burn dressings and related fire safety products and have
   been in business for a longer period of time, are better
   established, have financial resources substantially greater, and
   have more extensive facilities than those which now, or in the
   foreseeable future, may be available to the Company. While some
   segments of the market are dominated by large manufacturers, other
   segments of the market are characterized by intense competition
   among independent product manufacturers.

     In fiscal 1995 Nortrade International, Inc.  ("Nortrade")
   introduced a product which attempts to duplicate the Company's
   First Aid Product Line for Burns.  The Company believes that it
   will be able to compete with Nortrade based upon the Company's
   established customer base, superior customer service and its
   ability to offer a more diverse range of products.

                                  4
5. Patents

     The design of the Company's Fire Blanket products was protected
   by United States and foreign patents which were assigned to the
   Company in 1979 and 1985.  The United States patent which protected
   a substantial portion of the Company's technology expired in 1992. 
   New competitors may now enter the Company's markets. The Company
   may be materially and adversely affected if the Company should fail
   to establish a secure market base before the entrance of
   significant new competitors now that the original United States
   patent has expired.  See "Competition."

     In January 1995, the Company was granted a patent for a synthetic
   fabric containing a therapeutic, non-toxic, water-soluble and
   bio-degradable gel used in the Company's Burn Dressing product
   line.  However, no assurance can be given that this patent will
   prove enforceable or prevent others from marketing products similar
   to, or which perform comparable functions as, the Company's
   products.

     The Company has obtained United States and foreign registrations
   for several trademarks for use on the Company's products. These
   marks and logos are used on the packaging of the Company's
   products.

   6. Uncertainty of International Sales

     For the fiscal year ended August 31, 1995, the Company had
   approximate  revenues of $912,000 from international sales, which
   represented approximately 18% of total sales during this period.
   International sales represented 15% and 21% of total sales,
   respectively, for the fiscal years ended August 31, 1994 and 1993.
   Although the Company intends to continue to pursue international
   sales, there can be no assurance that sales at present levels will
   be maintained, or will not fluctuate significantly as has occurred
   in recent years.

   7. Product Liability

     To date, there have been no material claims or threatened claims
   against the Company by users of its products based on a failure to
   perform as specified.  In the event that any claims for substantial
   amounts were to be successfully asserted against the Company, they
   could have a materially adverse effect on the Company's financial
   condition and its ability to distribute its products.  The Company
   maintains $11,000,000 of general product liability insurance. 
   There is no assurance that this amount will be sufficient to cover
   potential claims or that the present amount of insurance can be
   maintained at the present level of cost.

                                  5
8. No Dividends

     The Company has not paid any cash dividends upon its Common Stock
   since its inception and, by reason of its present financial status
   and its contemplated financial requirements, does not anticipate
   paying any cash dividends in the foreseeable future.  It is
   anticipated that earnings, if any, which may be generated from
   operations will be used to finance the operations of the Company.

   9. Potential Rule 144 and Other Sales

     Of the Company's 3,499,180 outstanding shares as of the date of
   this prospectus, approximately 533,000 shares may be deemed
   "restricted securities" as that term is defined under the
   Securities Act of 1933, as amended (the "Act"), and in the future
   may be sold in compliance with Rule 144 under the Act or pursuant
   to a registration statement filed under the Act.  Rule 144
   provides, in essence, that a person holding restricted securities
   for a period of two years may sell every three months in brokerage
   transactions and/or market maker transactions an amount equal to
   the greater of one percent (1%) of either (a) the Company's issued
   and outstanding Common Stock or (b) the average weekly trading
   volume of the Common Stock during the four calendar weeks prior to
   such sale.  Rule 144 also permits, under certain circumstances, the
   sale of shares without any quantity limitation by a person who is
   not an affiliate of the Company and who has satisfied a three-year
   holding period. In addition, the Company has registered 388,661
   shares of Common Stock held by twelve persons.  Investors should be
   aware that sales of the Company's Common Stock, under registration
   statements or Rule 144, may have a depressive effect on the price
   of the Company's Common Stock in any market which may develop for
   such securities.

   10. Proceeds Not Allocated to Specific Uses

     Any proceeds of this offering have been allocated to working
   capital.  While the Company anticipates that a significant portion
   of any proceeds received will be used for manufacturing,
   administrative, marketing or research and development expenses, the
   acquisition of inventory, or the repurchase of certain of the
   Company's outstanding securities, it has made no specific
   allocation for these purposes and may use these funds for other
   general corporate purposes.  See "Use of Proceeds."

                                USE OF PROCEEDS

     The net proceeds to the Company from the exercise of all
   presently outstanding options for which the underlying common stock
   is registered herein would be approximately $1,085,000 after
   taking into account estimated offering expenses of approximately
   $10,000. The Company will receive no proceeds from the sale of

                                  6
stock held by any Selling Shareholders. There can be no assurances
   that the Company will receive any proceeds from the exercise of the
   options and not all options may be exercised which could result in
   the proceeds of this offering to the Company being minimal. Any
   proceeds received from the exercise of the options would be added
   to working capital.  The Company has not made any specific
   allocations as to the use of any such proceeds.  The proceeds could
   be used for manufacturing, administrative, marketing or research
   and development expenses, the acquisition of inventory, or the
   repurchase of certain of the Company's outstanding securities.  In
   the opinion of management, the Company has sufficient capital,
   together with anticipated revenues from sales of its products, to
   continue operations for at least the next twelve months.

     Prior to expenditure, the net proceeds will be invested in
   short-term interest bearing securities or money market funds.  Any
   income from investments, will be added to working capital.

                             SELLING SHAREHOLDERS

     Included in the securities covered by the Plan are the following
   shares which are being offered on behalf of current directors and
   officers of the Company.

     Name (1)           Securities Owned  Securities to   Securities to
                         Before Offering    be Sold       be Owned after
                                                             Offering
     Peter D. Cohen (2)       331,287       100,000           231,287

     Yitz Grossman (3)        600,250       100,000           500,250
     Werner Haase (4)         300,625       100,000           200,625

     (1) The address for Messrs. Cohen, Grossman and Haase is c/o the
   Company.

     (2) In addition to securities included herein to be sold pursuant
   to options, also takes into account shares issuable upon exercise
   of options to purchase 212,500 shares which are not included in
   this prospectus.

     (3) In addition to securities included herein to be sold pursuant
   to options, also takes into account shares issuable upon exercise
   of options to purchase 200,000 shares which are not included in
   this prospectus.

     (4) In addition to securities included herein to be sold pursuant
   to options, also takes into account shares issuable upon exercise
   of options to purchase 143,750 shares which are not included in
   this prospectus.

                                  7
MATERIAL DEVELOPMENTS

     Since the Company's filing of its quarterly report on Form 10-QSB
   for the three months ended November 30, 1995, the Company has
   announced that it is engaged in discussions with Journeycraft, Inc.
   of New York, New York ("Journeycraft") for the acquisition by the
   Company of Journeycraft. Journeycraft is a diversified services
   company. Either directly or through subsidiaries, it has interests
   in travel technology, corporate travel management and consulting,
   use of media in the fields of performance improvement and internal
   corporate communications, and providing training, communications
   and data to the health care industry. Journeycraft has informed the
   Company that for the fiscal year ended March 31, 1995, the
   unaudited combined revenues of Journeycraft and its subsidiaries
   were approximately $31,000,000 and unaudited pre-tax income was
   approximately $1,100,000.

     Journeycraft is majority-owned and controlled by Werner Haase and
   his wife. Mr. Haase is a director of the Company and beneficial
   owner of approximately 8% of the Company's Common Stock after
   giving effect to the exercise of stock options held by Mr. Haase.

     Negotiations for this transaction are continuing, but no letter
   of intent has been signed. There can be no assurance that an
   agreement will be achieved or that any agreement will be signed or
   closed. The Company anticipates that the closing for any agreement
   will be subject to numerous terms and conditions, including the
   receipt of an opinion on the fairness of the transaction.

                             PLAN OF DISTRIBUTION

     The Securities are being offered for the respective accounts of
   the Selling Shareholders. The Company will not receive any proceeds
   from the sale of any Securities by the Selling Shareholders. The
   Company will receive the exercise prices of options which are
   exercised by the Selling Shareholders.

     The sale of Securities by the Selling Shareholders may be
   effected from time to time in transactions in the over-the-counter
   market, in negotiated transactions, through the timing of options
   on the Shares, or through a combination of such methods of sale, at
   fixed prices, which may be charged at market prices prevailing at
   the time of sale, at prices related to such prevailing market
   prices or at negotiated prices.  The Selling Shareholders may
   effect such transactions by selling the Securities to or through
   broker-dealers, and such broker-dealers may receive compensation in
   the form of discounts, concessions or commissions from the Selling
   Shareholders and/or the purchasers of the Securities for which such
   broker-dealers may act as agent or to whom they sell as principal,
   or both (which compensation as to a particular broker-dealer may be

                                  8
in excess of customary compensation).

     The Selling Shareholders and any broker-dealers who act in
   connection with the sale of the Securities hereunder may be deemed
   to be "underwriters" within the meaning of Section 2(11) of the
   Securities Act, and any commissions received by them and profit on
   any sale of the Securities as principal might be deemed to be
   underwriting discounts and commissions under the Securities Act.

                                 LEGAL MATTERS

     Certain legal matters in connection with this offering are being
   passed upon for the Company by Oscar D. Folger, Esq., New York, New
   York.  Mr. Folger owns beneficially 12,500 shares of the Company's
   Common Stock.  James W. Lucas, who is of counsel to Mr. Folger,
   owns 1,666 shares of Common Stock and 1,666 Class A Warrants.
   Messrs. Folger and Lucas also each hold options to acquire 20,000
   and 15,000 shares, respectively, of the Company's Common Stock. The
   shares underlying certain of these options are included in this
   prospectus.

                                    EXPERTS

     The financial statements of Water-Jel Technologies, Inc. for the
   years ended August 31, 1995 and 1994, incorporated by reference
   from the Company's annual report on Form 10-KSB for the fiscal year
   ended August 31, 1995, have been examined by Holtz Rubenstein &
   Co., LLP, independent certified public accountants, as stated in
   their report, and are included in reliance upon the report of such
   firm and upon their authority as experts in accounting and
   auditing.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents, which have been filed with the
   Commission by the Company are incorporated herein by reference and
   made a part hereof. The Commission file number for all documents
   which are incorporated by reference is 0-13049.

     (1) Annual Report on Form 10-KSB for the fiscal year
         ended August 31, 1995, as amended December 28, 1995.

     (2) Quarterly Report on Form 10-QSB for the three months
         ended November 30, 1995.

     (3) The section entitled "Description of Securities" in
         the Company's registration statement on Form S-1 (Registration

         No. 33-23910), declared effective on October 31, 1988.

                                  9
In addition, all documents filed by the Company pursuant to
   Sections 13 (a), 13 (c), 14 and 15 (d) of the Exchange Act, prior
   to the termination of the offering of the securities covered by
   this Prospectus or the filing of a post-effective amendment which
   indicates that all securities have been sold or which deregisters
   all securities then remaining unsold, shall be deemed to be
   incorporated in this Prospectus and made a part hereof by reference
   from the date of filing each such document.  Any statement
   contained in an earlier document incorporated or deemed to be
   incorporated by reference herein shall be deemed to be modified or
   superseded for purposes of this Prospectus to the extent that a
   statement contained herein or in any other subsequently filed
   document which also is incorporated or deemed to be incorporated by
   reference herein modifies or supersedes such statement.  Any such
   statement so modified or superseded shall not be deemed, except as
   so modified or superseded to constitute a part of this Prospectus.

                                INDEMNIFICATION

     The Certificate of Incorporation of the Company provides that all
   directors, officers, employees and agents of the Company shall be
   entitled to be indemnified by the Company to the fullest extent
   permitted by law.

     Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 (the "Act") may be permitted to directors,
   officers or persons controlling the Company pursuant to the
   foregoing provisions, or otherwise, the Company 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.

                            ADDITIONAL INFORMATION

     This Prospectus contains certain information concerning the
   Company and its securities, but does not contain all the
   information set forth in the Registration Statement and the
   Exhibits thereto filed with the Commission under the Securities Act
   of 1933, as amended, to which reference is made.  Any summary from
   the Exhibits contained in this Prospectus is necessarily incomplete
   and must not be considered as a full statement of the provisions of
   such instruments.

                                 10
WATER-JEL TECHNOLOGIES, INC.

                        500,000 Shares of Common Stock

                            ______________________

                                  PROSPECTUS
                            ______________________

                                 March _, 1996

     No dealer, salesman or any other person has been authorized to
   give any information or to make any representations other than
   those contained in this Prospectus, and if given or made, such
   information or representations must not be relied upon as having
   been authorized by the Company.  This Prospectus does not
   constitute an offer to sell or a solicitation of any offer to buy
   any securities in any jurisdiction in which such an offer or
   solicitation would be unlawful.  Neither the delivery of this
   Prospectus nor any sale made hereunder shall under any
   circumstances create any implication that there has been no change
   in the affairs of the Company since the date hereof.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  Incorporation of Documents by Reference.

        See "Incorporation of Certain Information by Reference."
 

   ITEM 4.  Description of Securities.

            Not Applicable.

   ITEM 5. Interests of Named Experts and Counsel.

       See "Experts" and "Legal Matters."

   ITEM 6.   Indemnification of Directors and Officers.

     (a)  Sections 721 through 726 of the New York Business
   Corporation Law (the "NYBCL") provide, in general, that (i) in the
   case of a derivative action, any person made a party to any action
   by reason of the fact that he, his testator or intestate, is or was
   a director or officer of the Registrant, may be indemnified by the
   Registrant against the reasonable expenses, including attorney's
   fees, actually and necessarily incurred by him in connection with
   the defense of such action or an appeal therein except in relation
   to matters as to which such director or officer is adjudged to have
   breached his duty to the Registrant under Section 717 of the NYBCL,
   and (ii) in the case of a non-derivative action, any person made or
   threatened to be made a party to any action, whether civil or
   criminal, by reason or the fact that he, his testator or intestate,
   is or was a director or officer of the Registrant or served another
   corporation or any partnership, joint venture, trust, employee
   benefit plan or other enterprise in any capacity at the request of
   the Registrant may be indemnified by the Registrant against
   judgments, fines, amounts paid in settlement and reasonable
   expenses, including attorney's fees, actually and necessarily
   incurred by him as a result of such action or an appeal therein if
   such officer or director acted in good faith, for a purpose which
   he reasonably believed to be in, or in the case of service for such
   other corporation, partnership, joint venture, trust, employee
   benefit plan or other enterprise, not opposed to, the best
   interests of the Registrant, and, in addition, in criminal actions
   or proceedings had no reasonable cause to believe that his conduct
   was unlawful.

     (b)  Registrant's certificate of incorporation has been amended
   to permit certain limitations on the grounds upon which a director
   may be personally liable to Registrant or any shareholder

                                      II-1
for damages for breach of fiduciary duty as a director to the full
   extent permitted by the New York Business Corporation Law.

     (c)  Registrant's by-laws, as amended, permit the indemnification
   of directors and officers in connection with both derivative and
   non-derivative actions, to the full extent permitted by the New
   York Business Corporation Law.  Article 12 of the by-laws, as
   amended, reads:

     A.  The Company shall, to the fullest extent permitted by
   applicable law as the same exists or may hereafter be in effect,
   indemnify any person who is or was or has agreed to become director
   or officers of the Company and who is or was made or threatened to
   be made a party to or is involved in any threatened, pending or
   completed action, suit or proceeding, whether civil, criminal,
   administrative or investigative, including an action by or in the
   right of the Company to procure a judgment in its favor and an
   action by or in the right of any other corporation of any type or
   kind, domestic or foreign, or any partnership, joint venture,
   trust, employee benefit plan or other enterprise, which such person
   is serving, has served or has agreed to serve in any capacity at
   the request of the Company, by reason of the fact that he or she is
   or was or has agreed to become a director or officer of the
   Company, or is or was serving or has agreed to serve such other
   corporation, partnership, joint venture, trust, employee benefit
   plan or other enterprise in any capacity against judgments, fines,
   amounts paid or to be paid in settlement, taxes or penalties and
   costs, charges and expenses, including attorney's fees, incurred in
   connection with such action or proceeding or any appeal therein,
   provided, however, that no indemnification shall be provided to any
   such person if a judgement or other final adjudication adverse to
   the director or officer establishes that (i) his or her acts were
   committed in bad faith or were the result of active and deliberate
   dishonesty and in either case, were material to the cause of action
   so adjudicated, or (ii) he or she personally gained in fact a
   financial profit or other advantage to which he or she was not
   legally entitled.  The benefits of this Paragraph A shall extend to
   the heirs and legal representatives of any person entitled to
   indemnification under this Paragraph.

     B.  The Company may, to the extent authorized from time to time
   by the Board of Directors, or by a committee comprised of members
   of the Board of members of management as the board may designate
   for such purpose, provide indemnification to employees or agents of
   the Company who are not officers or directors of the Company with
   such scope and effect as determined by the Board, or such
   committee.

     C.  The Company may indemnify any person to whom the Company is

   permitted by applicable law to provide indemnification or the
   advancement of expenses, whether pursuant to rights granted
   pursuant to, or provided by, the New York Business Corporation Law

                                       II-2
or other rights created by (i) a resolution of shareholders, (ii)
   a resolution of directors, or (iii) an agreement providing for such
   indemnification, it being expressly intended that these By-laws
   authorize the creation of other rights in any such manner.  The
   right to be indemnified and to the reimbursement or advancement of
   expenses incurred in defending a proceeding in advance of its final
   disposition authorized by this Paragraph C shall not be exclusive
   of any other right which any person may have or hereafter acquire
   under any statute, provision of the Certificate of Incorporation,
   By-laws, agreement, vote of shareholders or disinterested directors
   or otherwise.

     D.  the right to indemnification conferred by Paragraph A shall,
   and any indemnification extended under Paragraph B or Paragraph C
   may, be retroactive to events occurring prior to the adoption of
   this Article XII, to the fullest extent permitted by applicable
   law.

     E.  This Article XII may be amended, modified or repealed either
   by action of the Board of Directors of the Company or by the vote
   of the shareholders.

     Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 (the "Act") may be permitted to directors,
   officers or persons controlling the Registrant pursuant to the
   foregoing provisions, or otherwise, 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
   Registrant of expenses paid or incurred by a director, officer or
   controlling person of 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, Registrant will, unless in the opinion of its counsel
   the matter has been settled by controlling precedent, submit to the
   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.

   ITEM 7.   Exemption from Registration Claimed.

             Not Applicable.

   ITEM 8.   Exhibits.

    (4)    1995 Stock Option Plan
    (5)     Opinion of Oscar D. Folger as to legality
    (23)(a) Consent of Holtz Rubenstein & Co.
    (23)(b) Consent of Oscar D. Folger (included in Exhibit 5)

                                     II-3
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 fact 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 (1)(i) and (1)(ii) do not
   apply if the registration statement is on Form S-3, or Form S-8,
   and the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports
   filed by 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.

     (b)  The undersigned registrant hereby undertakes that for
   purposes of determining any liability under the Securities Act of
   1933, each filing of Registrant's annual report pursuant to Section

   13(a) or 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 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.

                                     II-4
(h)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 (the "Act") may be permitted to directors,
   officers or persons controlling the Registrant pursuant to the
   foregoing provisions, or otherwise, 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
   Registrant of expenses paid or incurred by a director, officer or
   controlling person of 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, Registrant will, unless in the opinion of its counsel
   the matter has been settled by controlling precedent, submit to the
   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.

                                     II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
   Registrant, WATER-JEL TECHNOLOGIES, INC. has duly caused this
   Registration Statement on Form S-8 to be signed on its behalf by
   the undersigned, thereunto duly authorized, in Carlstadt, New
   Jersey, on March 8, 1996.

                                        WATER-JEL TECHNOLOGIES, INC.

                                        By  /s/ Peter D. Cohen
                                          -----------------------------------
                                           Peter D. Cohen, President, Chief
                                           Executive Officer, Treasurer and
                                           Director (Chief Operating Officer
                                           and Chief Financial and Accounting
                                           Officer)

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
   hereby constitutes and appoints Peter D. Cohen, his true and lawful
   attorney-in-fact and agent, with full power of substitution and
   resubstitution, for him and in his name, place and stead, in any
   and all capacities, to sign any or all pre-effective and
   post-effective amendments to the 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 said 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, as fully to all
   intents and purposes as he might or could do in person, hereby
   ratifying and confirming all that said attorney-in-fact and agent,
   or his substitutes, may lawfully do or cause to be done by virtue
   hereof.

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

    Signature                  Title               Date

   /s/ Peter D. Cohen         President, Chief Executive     3/8/96
  ------------------------    Officer, Treasurer and
    (Peter D. Cohen)          Director and Chief Financial
                              and Accounting Officer

   /s/ Yitz Grossman          Director and Secretary         3/8/96
  ------------------------
     (Yitz Grossman)

    /s/ Werner Haase          Director                       3/12/96
  ------------------------
     (Werner Haase)

                                     II-6