UNITED STATES
                       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 Earliest Event Reported - August 20, 1997

                             ATC GROUP SERVICES INC.
             (Exact name of Registrant as specified in its charter)


            Delaware                          1-10583             46-0399408
----------------------------------------   ---------------   -------------------
(State or other jurisdiction of             (Commission       (I.R.S. Employer
 incorporation or organization)             File Number)     Identification No.)

104 East 25th Street, 10th Floor
       New York, New York                                           10010
----------------------------------------                      ------------------
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (212) 353-8280
                                                           -------------- 


<PAGE>
Item 5.       Other Events

     Effective  August 20,  1997,  ATC Group  Services  Inc.  ("ATC")  purchased
certain assets and assumed certain  liabilities of the environmental  consulting
and engineering  services  division of Smith  Technology  Corporation  ("Smith")
which  operated  primarily  as BCM  Engineers  Inc.  ("BCM" or the  "Engineering
Division").  For its most  recent  12-month  period  ended  July 31,  1997,  the
Engineering  Division had revenues of $40,531,000 and division  operating income
before corporate  allocations of $3,673,000.  For the most recent 3-month period
ended July 31, 1997 revenues totaled $7,946,000.

     This acquisition  will be accounted for as a purchase.  The assets acquired
by ATC  consists  of  intangible  assets  including  customer  contract  rights,
customer lists, order backlog, patents and the right to the "BCM Engineers Inc."
name and tangible assets including trade accounts  receivable,  work in process,
property and equipment,  supplies and general records.  ATC additionally entered
into non-competition  agreements with Smith and a major  shareholder/officer  of
Smith. Total consideration paid to the seller for the assets and non-competition
agreements totaled $8,375,539 including a $5,425,539 cash payment at closing and
short-term notes payable totaling  $2,950,000.  The notes payable are subject to
setoffs for uncollected  accounts receivable and work in process, and changes in
the net tangible  assets through the date of closing.  In addition,  ATC assumed
certain liabilities of Smith of approximately  $4,300,000,  including, a portion
of the trade  payables of  BCM/Smith,  employee  obligations  and certain  other
specified liabilities.

     BCM,  founded  in  1890,  is  a  leading  municipal  water  and  wastewater
environmental  engineering firm with current operations at multiple locations in
the east and Gulf Coast.  Approximately  60% of its  revenues  are derived  from
private sector clients and the remaining 40% from Municipal and Federal sectors.
Its other primary services  specializations  include water resource  management,
environmental   compliance   and  site   investigation,   remedial   design  and
engineering,  asbestos, and air quality management.  BCM serves major industrial
clients in the chemical, petrochemical, oil and gas manufacturing, water supply,
commercial development and utilities industries among others.


Item 7.       Exhibits and Financial Statements

     (a) - (b)    Financial  statements and exhibits of BCM Engineers Inc. have 
not been filed herewith as the  acquisition  did not qualify  as  a  significant
acquisition under the tests proscribed by Regulation S-X.

     (c) Exhibits
         (10.1)  Agreement for Sale and Purchase of Business Assets dated August
              18, 1997, between ATC Group Services  Inc.  and  Smith  Technology
              Corporation.


<PAGE>

                                   SIGNATURES

     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.

                                               ATC GROUP SERVICES INC.
                                                       (Registrant)

September 3, 1997                              By:  /s/ RICHARD L. PRUITT
-----------------                                   ----------------------------
    (Dated)                                         RICHARD L. PRUITT
                                                    Vice President and
                                                    Principal Accounting Officer
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UNITED STATES
                       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 Earliest Event Reported - August 20, 1997

                             ATC GROUP SERVICES INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                          1-10583             46-0399408
----------------------------------------   ---------------   -------------------
(State or other jurisdiction of             (Commission       (I.R.S. Employer
 incorporation or organization)             File Number)     Identification No.)

104 East 25th Street, 10th Floor
       New York, New York                                           10010
----------------------------------------                      ------------------
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (212) 353-8280
                                                           --------------
Item 5.       Other Events

     Effective  August 20,  1997,  ATC Group  Services  Inc.  ("ATC")  purchased
certain assets and assumed certain  liabilities of the environmental  consulting
and engineering  services  division of Smith  Technology  Corporation  ("Smith")
which  operated  primarily  as BCM  Engineers  Inc.  ("BCM" or the  "Engineering
Division").  For its most  recent  12-month  period  ended  July 31,  1997,  the
Engineering  Division had revenues of $40,531,000 and division  operating income
before corporate  allocations of $3,673,000.  For the most recent 3-month period
ended July 31, 1997 revenues totaled $7,946,000.

     This acquisition  will be accounted for as a purchase.  The assets acquired
by ATC  consists  of  intangible  assets  including  customer  contract  rights,
customer lists, order backlog, patents and the right to the "BCM Engineers Inc."
name and tangible assets including trade accounts  receivable,  work in process,
property and equipment,  supplies and general records.  ATC additionally entered
into non-competition  agreements with Smith and a major  shareholder/officer  of
Smith. Total consideration paid to the seller for the assets and non-competition
agreements totaled $8,375,539 including a $5,425,539 cash payment at closing and
short-term notes payable totaling  $2,950,000.  The notes payable are subject to
setoffs for uncollected  accounts receivable and work in process, and changes in
the net tangible  assets through the date of closing.  In addition,  ATC assumed
certain liabilities of Smith of approximately  $4,300,000,  including, a portion
of the trade  payables of  BCM/Smith,  employee  obligations  and certain  other
specified liabilities.

     BCM,  founded  in  1890,  is  a  leading  municipal  water  and  wastewater
environmental  engineering firm with current operations at multiple locations in
the east and Gulf Coast.  Approximately  60% of its  revenues  are derived  from
private sector clients and the remaining 40% from Municipal and Federal sectors.
Its other primary services  specializations  include water resource  management,
environmental   compliance   and  site   investigation,   remedial   design  and
engineering,  asbestos, and air quality management.  BCM serves major industrial
clients in the chemical, petrochemical, oil and gas manufacturing, water supply,
commercial development and utilities industries among others.

Item 7.       Exhibits and Financial Statements

     (a) - (b)    Financial  statements and exhibits of BCM Engineers Inc. have 
not been filed herewith as the  acquisition  did not qualify  as  a  significant
acquisition under the tests proscribed by Regulation S-X.

     (c) Exhibits
         (10.1)  Agreement for Sale and Purchase of Business Assets dated August
              18, 1997, between ATC Group Services  Inc.  and  Smith  Technology
              Corporation.
SIGNATURES

     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.

                                               ATC GROUP SERVICES INC.
                                                       (Registrant)

September 3, 1997                              By:  /s/ RICHARD L. PRUITT
-----------------                                   ----------------------------
    (Dated)                                         RICHARD L. PRUITT
                                                    Vice President and
                                                    Principal Accounting Officer