SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                            ______________________

                                  FORM 8-K

                               CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported):  December 2, 1997

                    AIR & WATER TECHNOLOGIES CORPORATION
             (Exact Name of Registrant as Specified in Charter)

            Delaware               033-017921           13-3418759
  (State or Other Jurisdiction    (Commission        (IRS Employer
    of Incorporation)             File Number)       Identification No.)

        U.S. Highway 22 West and Station Road
        Branchburg, New Jersey                             08876
        (Address of Principal Executive Offices)         (Zip Code)

      Registrant's telephone number, including area code:  (908) 685-4600

                                 No Change
           (Former Name or Former Address, if Changed Since Last Report)


        ITEM 5.   OTHER EVENTS

                  On December 2, 1997, Air & Water Technologies
        Corporation (the "Company") announced that it will divest
        Research-Cottrell, the subsidiary through which the Company
        operates its air pollution control businesses, that it is
        currently in negotiations with several interested parties
        and believes that most of these businesses will be sold
        within the next several months.  The Company also announced
        that Research-Cottrell will be accounted for as a
        discontinued operation and that certain charges related to
        the sale of Research-Cottrell will result in a significant
        fourth-quarter loss.  This will increase the Company's net
        loss for the full fiscal year to an estimated loss in the
        range of $170 million.  The Company had previously reported
        a net loss of $81.3 million for the nine-month period ended
        July 31, 1997.  In addition, the Company announced that
        following the disposition of Research-Cottrell, the Company
        will consider a change in its corporate name in 1998 to
        reflect the Company's ongoing business.  On December 2,
        1997, the Company issued a press release concerning the
        sale of Research-Cottrell and consideration of a new name,
        a copy of which is attached hereto as Exhibit 99.1 and is
        incorporated by reference herein.  

        ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                  INFORMATION AND EXHIBITS.

                  (c)  Exhibits

                       99.1   Press release of the Company dated
                              December 2, 1997.


             Pursuant to the requirements of the Securities
        Exchange Act of 1934, the registrant has duly caused this
        report to be signed on its behalf by the undersigned
        hereunto duly authorized.

                            AIR & WATER TECHNOLOGIES CORPORATION

                            By:   /s/ Douglas A. Satzger, Esq.
                                  _______________________________
                                 Name:   Douglas A. Satzger, Esq.
                                 Title:  Senior Vice-President

        Date:   December 3, 1997


                               EXHIBIT INDEX

          EXHIBIT NO.          DESCRIPTION                        PAGE NO.

          99.1             Press release of the Company
                           dated December 2, 1997.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3646}]
{"company-data": {"conformed-name": "AIR & WATER TECHNOLOGIES CORP", "cik": "0000823556", "assigned-sic": "8711", "irs-number": "133418759", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10298", "film-number": "97732071"}, "business-address": {"street1": "U S HGWY 22 WEST & STATION RD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876", "phone": "2016854000"}, "mail-address": {"street1": "P O BOX 1500", "city": "SOMERVILLE", "state": "NJ", "zip": "08876"}, "former-company": {"former-conformed-name": "RC HOLDING INC", "date-changed": "19890627"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                            ______________________

                                  FORM 8-K

                               CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported):  December 2, 1997

                    AIR & WATER TECHNOLOGIES CORPORATION
             (Exact Name of Registrant as Specified in Charter)

            Delaware               033-017921           13-3418759
  (State or Other Jurisdiction    (Commission        (IRS Employer
    of Incorporation)             File Number)       Identification No.)

        U.S. Highway 22 West and Station Road
        Branchburg, New Jersey                             08876
        (Address of Principal Executive Offices)         (Zip Code)

      Registrant's telephone number, including area code:  (908) 685-4600

                                 No Change
           (Former Name or Former Address, if Changed Since Last Report)

        ITEM 5.   OTHER EVENTS

                  On December 2, 1997, Air & Water Technologies
        Corporation (the "Company") announced that it will divest
        Research-Cottrell, the subsidiary through which the Company
        operates its air pollution control businesses, that it is
        currently in negotiations with several interested parties
        and believes that most of these businesses will be sold
        within the next several months.  The Company also announced
        that Research-Cottrell will be accounted for as a
        discontinued operation and that certain charges related to
        the sale of Research-Cottrell will result in a significant
        fourth-quarter loss.  This will increase the Company's net
        loss for the full fiscal year to an estimated loss in the
        range of $170 million.  The Company had previously reported
        a net loss of $81.3 million for the nine-month period ended
        July 31, 1997.  In addition, the Company announced that
        following the disposition of Research-Cottrell, the Company
        will consider a change in its corporate name in 1998 to
        reflect the Company's ongoing business.  On December 2,
        1997, the Company issued a press release concerning the
        sale of Research-Cottrell and consideration of a new name,
        a copy of which is attached hereto as Exhibit 99.1 and is
        incorporated by reference herein.  

        ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                  INFORMATION AND EXHIBITS.

                  (c)  Exhibits

                       99.1   Press release of the Company dated
                              December 2, 1997.

             Pursuant to the requirements of the Securities
        Exchange Act of 1934, the registrant has duly caused this
        report to be signed on its behalf by the undersigned
        hereunto duly authorized.

                            AIR & WATER TECHNOLOGIES CORPORATION

                            By:   /s/ Douglas A. Satzger, Esq.
                                  _______________________________
                                 Name:   Douglas A. Satzger, Esq.
                                 Title:  Senior Vice-President

        Date:   December 3, 1997

                               EXHIBIT INDEX

          EXHIBIT NO.          DESCRIPTION                        PAGE NO.

          99.1             Press release of the Company
                           dated December 2, 1997.