As filed with the Securities and Exchange Commission on December 2, 2004
                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      ------------------------------------
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933
                      ------------------------------------
                  ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
             (Exact name of Registrant as specified in its charter)

                Colorado                                   58-2429712
      (State or other jurisdiction                      (I.R.S. Employer
           of incorporation or                       Identification Number)
              organization)


   5444 Westheimer, Suite 1570                           Ali Memon
      Houston, Texas 77056                      5444 Westheimer, Suite 1570
         (713) 626-4700                             Houston, Texas 77056
(Address, including zip code, and                       (713) 626-4700
   telephone number, including               (Name, address, including zip code,
    area code, of registrant's                 and telephone number, including
   principal executive offices)                area code, of agent for service)


                  Consulting Agreement with Thomas C. Pritchard
                            (Full Title of the Plans)
                               -------------------
                                    copy to:
                               Thomas C. Pritchard
                            Brewer & Pritchard, P.C.
                           Three Riverway, Suite 1800
                              Houston, Texas 77056
                              Phone (713) 209-2950
                               Fax (713) 659-2430
                               -------------------

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================

            TITLE OF                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM        AMOUNT OF
        SECURITIES TO BE             AMOUNT BEING        OFFERING PRICE            AGGREGATE         REGISTRATION
           REGISTERED                REGISTERED(1)        PER SHARE(2)         OFFERING PRICE(2)          FEE
---------------------------------- ------------------ ---------------------- ---------------------- ----------------

<S>                                     <C>                   <C>                   <C>                  <C>
Common Stock, par value
$.0001 per share................        150,000               $0.40                 $60,000              $7.60
---------------------------------- ------------------ ---------------------- ---------------------- ----------------

TOTAL                                                                                                    $7.60
====================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
         number of shares of the issuer's Common Stock registered hereunder will
         be adjusted in the event of stock splits, stock dividends or similar
         transactions.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457 (c) and 457 (h) under the Securities Act of 1933,
         as amended (the "Securities Act"), based upon the average of the high
         and low prices for a share of Common Stock reported on the
         Over-The-Counter Bulletin Board as of November 17, 2004.


<PAGE>



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by Environmental Remediation Holding
Corporation. ("Company" or "Registrant") with the Securities and Exchange
Commission are incorporated in this Form S-8 by reference:

      1. The Company's annual report for the fiscal year end September 30, 2003;

      2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") since the end of
the fiscal year covered by the document referred to in (1) above; and

      3. The description of the Company common stock which is contained in the
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.

      All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      Thomas C. Pritchard is a principal of Brewer & Pritchard, P.C. and has
received 150,000 shares of Company common stock pursuant to this registration
statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding, whether formal or informal (a "Proceeding"), by reason of being
or having been a director, officer, employee, fiduciary or agent of the
corporation, if such person acted in good faith and reasonably believed that his
conduct, in his official capacity, was in the best interests of the corporation,
and in all other cases his conduct was at least not opposed to the corporation's
best interests. In the case of a criminal proceeding, the director, officer,
employee, fiduciary or agent must have no reasonable cause to believe his
conduct was unlawful. Under Colorado law, a corporation may not indemnify a
director, officer, employee, fiduciary or agent in connection with a Proceeding
by or in the right of the corporation if the director is adjudged liable to the
corporation, or in a Proceeding in which the director, officer, employee or
agent is adjudged liable for an improper personal benefit.

      The Company's Article of Incorporation provide that the Company shall
indemnify its officers and directors to the full extent permitted by the law.
The Company has entered into agreements to provide indemnification for the
Company's directors and officers, which are substantially similar to the
provisions of Section 7-109-101 and are consistent with the Company's Articles
of Incorporation.


<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8. EXHIBITS

      The following exhibits are filed as part of this Registration Statement:

EXHIBIT NO.                       IDENTIFICATION OF EXHIBIT
-----------------------------------------------------------

   4.1(1)  --  Common Stock Specimen
   5.1(2)  --  Opinion Regarding Legality
  10.1(2)  --  Thomas C. Pritchard Consulting Agreement
  23.1(2)  --  Consent of Counsel (included in Exhibit 5.1)
  23.2(2)  --  Consent of Pannell Kerr Forster of Texas, P.C., Independent
               Registered Public Accounting Firm

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

(1) Filed previously.
(2) Filed with this Form S-8.

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;

                  ii. To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and

                  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.


<PAGE>

                  Provided,  however,  that paragraphs (a)(1)(i) and (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 with or furnished to the Commission by
                  the registrant pursuant to Section 13 or 15(d) of the Exchange
                  Act that are  incorporated  by reference  in the  registration
                  statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

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

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, 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 Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act 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 Houston, State of Texas, on the 1st day of December,
2004.

                                       ENVIRONMENTAL REMEDIATION HOLDING
                                       COPRORATION


                                       By:   /s/ ALI MEMON
                                             ----------------------------------
                                             Ali Memon, Chief Executive Officer

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

      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:

<TABLE>
<CAPTION>
Signature                            Title                                   Date


<S>                                <C>                                   <C>
/s/  SIR EMEKA OFFOR               Chairman of the board                 Dec. 1, 2004
---------------------------
Sir Emeka Offor

/s/ ALI MEMON                      Chief Executive Officer, President    Dec. 1, 2004
---------------------------        and Director
Ali Memon

/s/ NICOLAE LUCA                   Director                              Dec. 1, 2004
---------------------------
Nicolae Luca

/s/ IKE C. OKPALA                  Chief Financial Officer &             Dec. 1, 2004
---------------------------        Chief Accounting Officer
Ike C. Okpala
</TABLE>



<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.                       IDENTIFICATION OF EXHIBIT
-----------------------------------------------------------

   4.1(1)   --  Common Stock Specimen
   5.1(2)   --  Opinion Regarding Legality
  10.1(2)   --  Thomas C. Pritchard Consulting Agreement
  23.1(2)   --  Consent of Counsel (included in Exhibit 5.1)
  23.2(2)   --  Consent of Pannell Kerr Forster of Texas, P.C., Independent
                Registered Public Accounting Firm

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

(1) Filed previously.
(2) Filed with this Form S-8.
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "secsgml_size_bytes": 14984}]
{"company-data": {"conformed-name": "ENVIRONMENTAL REMEDIATION HOLDING CORP", "cik": "0000799235", "assigned-sic": "1389", "irs-number": "582429712", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120946", "film-number": "041180752"}, "business-address": {"street1": "5444 WESTHEIMER SUITE 1570", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "5018212222"}, "mail-address": {"street1": "5444 WESTHEIMER SUITE 1570", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": [{"former-conformed-name": "REGIONAL AIR GROUP CORP", "date-changed": "19950424"}, {"former-conformed-name": "VALLEY VIEW VENTURES INC", "date-changed": "19881026"}]}
As filed with the Securities and Exchange Commission on December 2, 2004
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      ------------------------------------
                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933
                      ------------------------------------
                  ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
             (Exact name of Registrant as specified in its charter)

                Colorado                                   58-2429712
      (State or other jurisdiction                      (I.R.S. Employer
           of incorporation or                       Identification Number)
              organization)

   5444 Westheimer, Suite 1570                           Ali Memon
      Houston, Texas 77056                      5444 Westheimer, Suite 1570
         (713) 626-4700                             Houston, Texas 77056
(Address, including zip code, and                       (713) 626-4700
   telephone number, including               (Name, address, including zip code,
    area code, of registrant's                 and telephone number, including
   principal executive offices)                area code, of agent for service)

                  Consulting Agreement with Thomas C. Pritchard
                            (Full Title of the Plans)
                               -------------------
                                    copy to:
                               Thomas C. Pritchard
                            Brewer & Pritchard, P.C.
                           Three Riverway, Suite 1800
                              Houston, Texas 77056
                              Phone (713) 209-2950
                               Fax (713) 659-2430
                               -------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================

            TITLE OF                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM        AMOUNT OF
        SECURITIES TO BE             AMOUNT BEING        OFFERING PRICE            AGGREGATE         REGISTRATION
           REGISTERED                REGISTERED(1)        PER SHARE(2)         OFFERING PRICE(2)          FEE
---------------------------------- ------------------ ---------------------- ---------------------- ----------------
Common Stock, par value
$.0001 per share................        150,000               $0.40                 $60,000              $7.60
---------------------------------- ------------------ ---------------------- ---------------------- ----------------

TOTAL                                                                                                    $7.60
====================================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
         number of shares of the issuer's Common Stock registered hereunder will
         be adjusted in the event of stock splits, stock dividends or similar
         transactions.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457 (c) and 457 (h) under the Securities Act of 1933,
         as amended (the "Securities Act"), based upon the average of the high
         and low prices for a share of Common Stock reported on the
         Over-The-Counter Bulletin Board as of November 17, 2004.
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed by Environmental Remediation Holding
Corporation. ("Company" or "Registrant") with the Securities and Exchange
Commission are incorporated in this Form S-8 by reference:

      1. The Company's annual report for the fiscal year end September 30, 2003;

      2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") since the end of
the fiscal year covered by the document referred to in (1) above; and

      3. The description of the Company common stock which is contained in the
registration statement or amendment to any registration statement filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating the description.

      All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement that indicate that all
shares of common stock offered have been sold or that deregister all of the
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part of it from the date of filing of the
documents.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

      Thomas C. Pritchard is a principal of Brewer & Pritchard, P.C. and has
received 150,000 shares of Company common stock pursuant to this registration
statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 7-109-101, et seq., of the Colorado Business Corporation Act
generally provides that a corporation may indemnify its directors, officers,
employees, fiduciaries and agents against liabilities and reasonable expenses
incurred in connection with any threatened, pending, or completed action, suit
or proceeding, whether formal or informal (a "Proceeding"), by reason of being
or having been a director, officer, employee, fiduciary or agent of the
corporation, if such person acted in good faith and reasonably believed that his
conduct, in his official capacity, was in the best interests of the corporation,
and in all other cases his conduct was at least not opposed to the corporation's
best interests. In the case of a criminal proceeding, the director, officer,
employee, fiduciary or agent must have no reasonable cause to believe his
conduct was unlawful. Under Colorado law, a corporation may not indemnify a
director, officer, employee, fiduciary or agent in connection with a Proceeding
by or in the right of the corporation if the director is adjudged liable to the
corporation, or in a Proceeding in which the director, officer, employee or
agent is adjudged liable for an improper personal benefit.

      The Company's Article of Incorporation provide that the Company shall
indemnify its officers and directors to the full extent permitted by the law.
The Company has entered into agreements to provide indemnification for the
Company's directors and officers, which are substantially similar to the
provisions of Section 7-109-101 and are consistent with the Company's Articles
of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not Applicable.

ITEM 8. EXHIBITS

      The following exhibits are filed as part of this Registration Statement:

EXHIBIT NO.                       IDENTIFICATION OF EXHIBIT
-----------------------------------------------------------

   4.1(1)  --  Common Stock Specimen
   5.1(2)  --  Opinion Regarding Legality
  10.1(2)  --  Thomas C. Pritchard Consulting Agreement
  23.1(2)  --  Consent of Counsel (included in Exhibit 5.1)
  23.2(2)  --  Consent of Pannell Kerr Forster of Texas, P.C., Independent
               Registered Public Accounting Firm

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

(1) Filed previously.
(2) Filed with this Form S-8.

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;

                  ii. To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and

                  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 (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 with or furnished to the Commission by
                  the registrant pursuant to Section 13 or 15(d) of the Exchange
                  Act that are  incorporated  by reference  in the  registration
                  statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

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

      (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, 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 Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act 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 Houston, State of Texas, on the 1st day of December,
2004.

                                       ENVIRONMENTAL REMEDIATION HOLDING
                                       COPRORATION

                                       By:   /s/ ALI MEMON
                                             ----------------------------------
                                             Ali Memon, Chief Executive Officer

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

      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/  SIR EMEKA OFFOR               Chairman of the board                 Dec. 1, 2004
---------------------------
Sir Emeka Offor

/s/ ALI MEMON                      Chief Executive Officer, President    Dec. 1, 2004
---------------------------        and Director
Ali Memon

/s/ NICOLAE LUCA                   Director                              Dec. 1, 2004
---------------------------
Nicolae Luca

/s/ IKE C. OKPALA                  Chief Financial Officer &             Dec. 1, 2004
---------------------------        Chief Accounting Officer
Ike C. Okpala
EXHIBIT INDEX

EXHIBIT NO.                       IDENTIFICATION OF EXHIBIT
-----------------------------------------------------------

   4.1(1)   --  Common Stock Specimen
   5.1(2)   --  Opinion Regarding Legality
  10.1(2)   --  Thomas C. Pritchard Consulting Agreement
  23.1(2)   --  Consent of Counsel (included in Exhibit 5.1)
  23.2(2)   --  Consent of Pannell Kerr Forster of Texas, P.C., Independent
                Registered Public Accounting Firm

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

(1) Filed previously.
(2) Filed with this Form S-8.