<PAGE>
<PAGE>
                             
                             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 - May 24, 1996


                        ATC ENVIRONMENTAL INC.
                        ----------------------
        (Exact name of Registrant as specified in its charter)


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


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>
<PAGE>


Item 2.    Acquisition or Disposition of Assets.

      Acquisition of American Testing and Engineering Corporation -  On
May  24,  1996,  ATC  purchased  certain  assets  and  assumed  certain
liabilities of American Testing and Engineering Corporation ("ATEC"), a
national  environmental  consulting firm.  ATEC provides  environmental
consulting   and  engineering  services  including  risk   assessments,
compliance  audits, environmental remediation consulting, geotechnical,
materials testing, industrial hygiene and analytical services through a
large  network  of  branch and regional offices.  For  its  year  ended
December 31, 1995, ATEC had revenues of $85,017,929 and a net  loss  of
($1,818,975), not including revenues from an excluded subsidiary.

      The  acquisition will be accounted for as a purchase.  The assets
acquired  include  customer  contract  rights,  customer  lists,  order
backlog,  customer records, and certain tangible assets  consisting  of
accounts  receivable, work in process and customer  and  certain  other
deposits.    Additionally,  ATC  executed   an   agreement   to   lease
substantially  all  of ATEC's equipment and executed  several  sublease
agreements  for  premises  leased by  ATEC.   ATC  also  obtained  non-
competition  agreements with ATEC, a non-acquired subsidiary,  and  the
majority shareholder of ATEC.

      The  purchase price consideration consisted of $9,000,000 of cash
paid  at  closing  and property and facility lease  payments  and  non-
compete payment obligations of $6,000,000 payable during the first year
following the purchase.  The Company also assumed liability for  ATEC's
bank debt, approximately $11,025,000, its accounts payable, and certain
other recorded liabilities.  The Company may offset up to $2,000,000 of
the cash consideration paid at close against future payment obligations
if  certain minimum net revenues are not achieved during the first year
following the purchase.  The Company is contingently liable to ATEC for
additional  purchase  consideration up to $10,750,000  if  certain  net
revenue  levels  are  achieved and certain other  conditions  are  met.
Amounts,  if  fully  earned, would be paid as  follows;  $3,883,333  in
fiscal  1998, $3,873,333 in fiscal 1999, $1,293,334 in fiscal 2000  and
$1,700,000 in fiscal 2002.

      Acquisition of 3D Information Services, Inc. - Effective May  28,
1996,  ATC  purchased  certain  assets and  assumed  certain  specified
liabilities of 3D Information Services, Inc. ("3D"), a New Jersey based
information  services  company providing technical  information  system
consulting  services  in  all  phases  of  information  system  design,
development, maintenance and management in client server and  mainframe
based  environments.   Its  clients  include  major  companies  in  the
telecommunications,  financial services and pharmaceutical  industries.
3D  reported  revenues  and  net  income  of  $10,361,564  and  $85,288
respectively, for its year ended December 31, 1995.

      The  acquisition  will be accounted for as  a  purchase.   Assets
purchased  include  customer  contract rights,  customer  lists,  order
backlog,  customer  records,  employee contracts  and  tangible  assets
including  accounts  receivable, unbilled work in  process,  field  and
office  supplies,  and  equipment.   Consideration  paid  consisted  of
$3,000,000 of cash at closing and a note payable for $2,500,000 payable
in  three  annual  payments plus interest.  In  addition,  ATC  assumed
certain liabilities of approximately $490,000.  ATC also entered into a
three year non-compete agreement with the majority stockholder.

     Bank Credit Agreement - On May 24, 1996 the Company entered into a
$20,000,000 bridge credit facility with Chemical Bank and Atlantic Bank
of  New York.  Under the terms of the credit agreement, the Company may
borrow  up to the amount of the facility, with interest payable monthly
at  1.75%  above the adjusted Eurodollar rate (7.18% at May 24,  1996).
Amounts  borrowed are due September 20, 1996.  The Company  anticipates
entering  into  a  longer term agreement with the banks  prior  to  the
maturity   date   of  the  credit  agreement.   The  Company   borrowed
approximately  $14,025,000  in  connection  with  the   ATEC   and   3D
acquisitions.   The  agreement contains certain  restrictive  covenants
which  are consistent for this type of facility, including restrictions
on dividend payments.

     ATC and its affiliates, officers and directors had no relationship
to ATEC or 3D prior to the execution not the purchase agreements .  The
consideration  paid  for each transaction was  based  upon  arm  length
negotiations  and  was  based  in part on  the  assets  purchased  less
liabilities  assumed  and  expected future results  of  operations  and
resulting cash flows.
<PAGE>
<PAGE>

Item 7.     Exhibits and Financial Statements.

(a)(1)      The  required financial information for American testing and
            Engineering Corporation will be filed within sixty dasy of
            the due date of this Form 8-K.

(a)(1)(ii)  3D Information Services, Inc. Financial Statements as of
            December 31, 1995 and Independent Auditors' Report.

(b)         The required pro-forma information will be filed within sixty
            days of the due date of this Form 8-K.

(c)         Exhibits

  10(a)     Agreement of Sale and Purchase of Business Assets on May 24,
            1996,  among ATC Environmental, American  Testing
            and Engineering Corporation d/b/a/ ATEC Associates, Inc. and 
            Gerald  D. Mann.

  10(b)     Assumption of Liabilities Agreement on May 24, 1996,  among
            ATC Environmental  Inc.,  American  Testing and Engineering 
            Corporation and Gerald D. Mann.

  10(c)     Master Equipment Lease Agreement on May 24, 1996, between ATC
            Environmental Inc. and American Testing  and Engineering 
            Corporation.

  10(d)     Master  Sublease Agreement on May  24,  1996,  between  ATC
            Environmental  Inc. and American Testing and Engineering
            Corporation  covering premises leases at Indianapolis, IN, 
            Atlanta,  GA and Dallas, TX.

  10(e)     Non-Competition  Agreement on May  24,  1996,  between  ATC
            Environmental  Inc. and American Testing and Engineering
            Corporation.

  10(f)     Mann Non-Competition Agreement on May 24, 1996, between  ATC
            Environmental Inc. and Gerald D. Mann.

  10(g)     WATEC Non-Competition Agreement on May 24, 1996, between ATC
            Environmental  Inc. and Waste Abatement  Technology, LLP.

  10(h)     Security Agreement on May 24, 1996, among ATC Environmental
            Inc., American Testing and Engineering Corporation  and
            Gerald D. Mann.

  10(i)     $500,000  Letter of Credit on May 24, 1996,  from  Chemical
            Bank, N.A. against the account of ATC Environmental Inc. in 
            favor of American Testing and Engineering Corporation.

  10(j)     Agreement for the Sale and Purchase of Business Assets on May
            28, 1996,  among  ATC  In Sys Technology Inc., 3D Information 
            Services, Inc. and Ciro De Saro.

  10(k)     Assumption of Liabilities Agreements on May 28, 1996, between
            ATC In Sys  Technology Inc., 3D Information Services, Inc. and 
            Ciro De Sar.

  10(l)     Stockholders Non-Competition Agreements on  May  28,  1996,
            between  ATC In Sys Technology Inc. and the stockholders
            of 3D Information Services, Inc.
            
  10(m)     Three-year, $2,500,000 Promissory Note on May 29, 1996, from
            ATC Environmental Inc. to 3D Information Services Inc.
                                   
  10(n)     Employment Agreement on May 29, 1996, between ATC
            Environmental Inc. and Ciro De Saro.

<PAGE>
<PAGE>

                              SIGNATURES
                                   

     Pursuant  to  the  requirements of Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused  this
Report  to  be signed on its behalf by the undersigned, thereunto  duly
authorized.


                                    ATC ENVIRONMENTAL, INC
                                    ----------------------
                                         (Registrant)
                                        
June 6, 1996                    By:   /s/ RICHARD L. PRUITT 
- ------------                        ------------------------ 
 (Dated)                            RICHARD L. PRUITT  
                                    Vice President and
                                    Principal Accounting Officer

<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT


To the Stockholders of
3D Information Services, Inc.

We have audited the accompanying balance sheet of 3D
Information Services, Inc. as of December 31, 1995 and the
related statements of operations, stockholders' equity, and
cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of 3D Information
Services, Inc. as of December 31, 1995 and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.





May 2, 1996
<PAGE>
<PAGE>



3D INFORMATION SERVICES, INC.                     
                                                  
BALANCE SHEET                                     
DECEMBER 31, 1995                                 
- ------------------------------------------------------------------------
ASSETS                                       
<TABLE>                                             
<S>                                           <C>
Current Assets:                                 
Cash and cash equivalents                     $    537,885
  Trade accounts receivable                      1,445,738
  Prepaid expenses and other current assets          9,879
                                              ------------    
       Total Current Assets                      1,993,502
                                                  
Property and Equipment (Note B)                    110,674
                                              ------------     
                                              $  2,104,176
                                              ============
LIABILITIES AND STOCKHOLDERS' EQUITY              
                                                  
Current Liabilities:                              
  Current maturities of long-term debt  
  (Note C)                                    $      1,500
  Accounts payable and accrued expenses            431,785
  Unearned revenue                                  89,954
  Deferred income taxes (Note D)                   119,800
                                              ------------    
           Total Current Liabilities               643,039
                                                  
Long-Term Debt, less current maturities            
     (Note C)                                       89,348
                                                  
Stockholders' Equity:                             
  Common stock, no par value, 5,000               
shares authorized, issued and                           -
outstanding
  Additional paid-in capital                        49,050
  Retained earnings                              1,322,739
                                              ------------   
           Total Stockholders' Equity            1,371,789
                                                  
                                              $  2,104,176
                                              ============
</TABLE>

See notes to finanical statements.                
<PAGE>
<PAGE>

3D INFORMATION SERVICES,INC.
                                          
STATEMENT OF OPERATIONS                   
YEAR ENDED DECEMBER 31, 1995
- ----------------------------------------------------------------
                                          
<TABLE>                                   
<S>                                           <C>                                   
Consulting Revenue                            $ 10,361,564
Permanent Placement Revenue                        126,068
                                              ------------
      Total Revenue                             10,487,632
                                          
Cost of Revenues                                 8,392,626
                                          
           Gross Profit                          2,095,006
                                          
Operating Expenses:                       
  Selling and recruiting                         1,036,435
  General and administrative                       958,016
  Depreciation and amortization                     17,028
                                              ------------
                                                 2,011,479
                                          
                                          
            Operating                     
Income                                              83,527
                                          
Nonoperating Expense  (Income):
  Interest expense                                      89
  Interest income                                  (16,864)
  Investment real estate rental, net                 7,893
  Other, net                                        (5,266)
                                              ------------
                                                   (14,148)
                                              ------------
                                          
           Income Before Income Taxes               97,675
                                          
State Income Tax Expense (Note D)                   12,387
                                          
Net Income                                    $     85,288
                                          
</TABLE>
See notes to financial statements.
<PAGE>
<PAGE>

3D INFORMATION SERVICES, INC.
                                                           
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------
<TABLE>                                                            
<S>                 <C>        <C>       <C>        <C>        <C>                               
                                         Additional 
                      Common   Stock      Paid-In   Retained      
                    Shares     Amount     Capital   Earnings     Total
                                                                 
Balance, January                                    
1, 1995             5,000      $  -      $49,050   $1,287,451  $1,336,501
                                                 
                                                            
  Dividends                                   -       (50,000)    (50,000)
                                                            
  Net income           -                      -        85,288      85,288
                    -----      -----     -------   ----------  ----------                         
Balance, December    
31, 1995            5,000      $  -      $49,050   $1,322,739  $1,371,789
                    =====      =====     =======   ==========  ==========
                                                            
</TABLE>                                                            
See notes to financial statements.
<PAGE>
<PAGE>

3D INFORMATION SERVICES, INC.                         
                                                      
STATEMENT OF CASH FLOWS                               
YEAR ENDED DECEMBER 31, 1995                          
- -----------------------------------------------------------------
<TABLE>
<S>                                                    <C>
Cash Flows From Operating Activities:           
  Net income                                           $  85,288
   Adjustments to reconcile net income to
      net cash from operating activities:
    Depreciation and amortization                         23,040
    Provision for deferred income taxes                   17,327
    Changes in operating assets and                   
liabilities:
      Accounts receivable                               (239,441)
      Prepaid expenses                                    (5,649)
      Other assets                                         3,300
      Accounts payable and accrued expenses              275,135
                                                       ---------
                                                      
           Net Cash Flows From Operating Activities      159,000
                                                      
Cash Flows From Investing Activities:                 
  Purchase of property and equipment                        (769)
                                                      
Cash Flows From Financing Activities:                 
  Principal payments on long-term debt                    (1,352)
  Dividends paid                                         (50,000)
                                                       ---------
           Net Cash Flows From Financing Activities      (51,352)
                                                       ---------
Net Increase in Cash and Cash Equivalents                106,879
                                                      
Cash and Cash Equivalents, Beginning of year             431,006
                                                       ---------
Cash and Cash Equivalents, End of year                 $ 537,885
                                                       =========
                                                      
</TABLE>                                                      
                                                      
See notes to financial statements.                    

<PAGE>
<PAGE>

3D INFORMATION SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995


A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
   Nature of Operations and Organization - 3D Information Services,
   Inc. (the "Company") provides consultants, principally computer
   programming, data processing development and maintenance
   professionals, to clients on a contractual basis.  Operations
   are predominantly in New Jersey.
   
   Revenue Recognition - The Company generally contracts for
   services to customers on the basis of hourly or daily services
   performed.  Revenue is recognized as hourly or daily services
   are performed in accordance with the terms of the contract.
   Revenue billed prior to work being performed is recorded as
   unearned revenue.
   
   Significant Customers and Concentration of Credit Risk -
   Revenues from a single customer comprise approximately 60% of
   total revenues while revenues from 10 customers comprise 90% of
   total revenues.  These customers are generally Fortune 500
   companies located in New Jersey.
   
   Cash and Cash Equivalents - All highly liquid investments
   purchased with a maturity of three months or less are considered
   to be cash equivalents.

   Property and Equipment - Property and equipment are carried at
   cost.  Depreciation is computed on the straight-line method over
   the estimated useful lives of the assets, as follows:
   
     Building                                        19 years
     Office furniture and equipment               5 - 7 years
     Automobiles                                      5 years
   
   Income Taxes - The Company has elected to file its federal
   income tax return under the provisions of Subchapter "S" of the
   Internal Revenue Code and, accordingly, federal income taxes are
   the responsibility of the shareholders.  Therefore, the
   statement of operations does not include a provision for federal
   income taxes.  However, the Company has elected special income
   tax status for the State of New Jersey and is effectively being
   treated as a "C" corporation.  The income tax provision reflects
   only income taxes relative to New Jersey.
   
   Use of Estimates - The preparation of the financial statements
   in conformity with generally accepted accounting principles
   requires management to make estimates and assumptions that
   affect the reported amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of
   the financial statements and the reported amounts of revenues
   and expenses during the reporting period.  Actual results could
   differ from those estimates.
<PAGE>
<PAGE>

B. PROPERTY AND EQUIPMENT
   
   Property and equipment consist of the following at December 31,
   1995:
   
     Land                                      $  20,017
     Building                                    113,431
     Offices furniture and equiptment            135,700
     Automobiles                                  50,890
                                               ---------
                                                 320,038
    Less accumulated deprection                  209,364
                                               ---------
    Promerty and equiptment, net               $ 110,674
                                               =========

C. LONG-TERM DEBT
   
   Long-term debt consists of a mortgage note payable to a bank,
   bearing 9.04% interest at December 31, 1995 and due in monthly
   installments through 2016.  Minimum annual repayment
   requirements of principle and interest will approximates $9,300
   per year.
   
   The mortgage note is collateralized by real estate.  In 1995,
   the Company recorded and paid $8,483 of interest expense related
   to this note, which is recorded in real estate expenses.
   
   Fair Value - The carrying value of the Company's debt
   approximates fair value.  The fair value of the Company's long-
   term debt is based on quoted market prices or the current rates
   offered to the Company for debt of similar maturities.
   
D. INCOME TAXES
   
   Income tax expense (benefit) consists of the following for the
   year ended December 31, 1995:
   
      Federal income taxes                              $    -

      State income taxes:
        Current                                          (4,940)
        Deferred                                         17,327
                                                       --------
                                                       $ 12,387
                                                       ========

   The State of New Jersey tax code allows corporations which have
   elected Subchapter S status for federal income tax purposes to
   elect to be taxed as "C" Corporations for state income tax
   purposes.  As a result, the Company pays state income taxes in
   the State of New Jersey.  The liability method is used to
   measure deferred tax assets and liabilities in accordance with
   Statement of Financial Accounting Standards No. 109, Accounting
   for Income Taxes, based on temporary differences between
   financial and taxable basis in assets and liabilities existing
   at the balance sheet date for state income tax purposes.
   
   The tax effects of temporary differences that give rise to a
   significant portion of deferred tax liabilities at December 31,
   1995 are the result of using the cash basis method of accounting
   for income tax purposes.  In 1995, income taxes of $2,913 were
   refunded to the Company.

<PAGE>
<PAGE>

E. EMPLOYEE BENEFIT PLAN
   
   The Company has a 401(k) savings plan for its eligible
   employees.  The Company matches 10% of the employee
   contributions to the plan.  The Company made contributions to
   the plan of $12,261 in 1995.
   
F. SUBSEQUENT EVENT
   
   The Company has entered into an asset sale agreement with ATC
   Environmental, Inc. ("ATC") whereby it intends to sell to ATC
   substantially all of its tangible and intangible business assets
   and liabilities except for the state income tax liabilities
   which will remain with the Company.  The transaction is expected
   to result in a gain on the sale.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 26595}]
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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 - May 24, 1996

                        ATC ENVIRONMENTAL INC.
                        ----------------------
        (Exact name of Registrant as specified in its charter)

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

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 2.    Acquisition or Disposition of Assets.

      Acquisition of American Testing and Engineering Corporation -  On
May  24,  1996,  ATC  purchased  certain  assets  and  assumed  certain
liabilities of American Testing and Engineering Corporation ("ATEC"), a
national  environmental  consulting firm.  ATEC provides  environmental
consulting   and  engineering  services  including  risk   assessments,
compliance  audits, environmental remediation consulting, geotechnical,
materials testing, industrial hygiene and analytical services through a
large  network  of  branch and regional offices.  For  its  year  ended
December 31, 1995, ATEC had revenues of $85,017,929 and a net  loss  of
($1,818,975), not including revenues from an excluded subsidiary.

      The  acquisition will be accounted for as a purchase.  The assets
acquired  include  customer  contract  rights,  customer  lists,  order
backlog,  customer records, and certain tangible assets  consisting  of
accounts  receivable, work in process and customer  and  certain  other
deposits.    Additionally,  ATC  executed   an   agreement   to   lease
substantially  all  of ATEC's equipment and executed  several  sublease
agreements  for  premises  leased by  ATEC.   ATC  also  obtained  non-
competition  agreements with ATEC, a non-acquired subsidiary,  and  the
majority shareholder of ATEC.

      The  purchase price consideration consisted of $9,000,000 of cash
paid  at  closing  and property and facility lease  payments  and  non-
compete payment obligations of $6,000,000 payable during the first year
following the purchase.  The Company also assumed liability for  ATEC's
bank debt, approximately $11,025,000, its accounts payable, and certain
other recorded liabilities.  The Company may offset up to $2,000,000 of
the cash consideration paid at close against future payment obligations
if  certain minimum net revenues are not achieved during the first year
following the purchase.  The Company is contingently liable to ATEC for
additional  purchase  consideration up to $10,750,000  if  certain  net
revenue  levels  are  achieved and certain other  conditions  are  met.
Amounts,  if  fully  earned, would be paid as  follows;  $3,883,333  in
fiscal  1998, $3,873,333 in fiscal 1999, $1,293,334 in fiscal 2000  and
$1,700,000 in fiscal 2002.

      Acquisition of 3D Information Services, Inc. - Effective May  28,
1996,  ATC  purchased  certain  assets and  assumed  certain  specified
liabilities of 3D Information Services, Inc. ("3D"), a New Jersey based
information  services  company providing technical  information  system
consulting  services  in  all  phases  of  information  system  design,
development, maintenance and management in client server and  mainframe
based  environments.   Its  clients  include  major  companies  in  the
telecommunications,  financial services and pharmaceutical  industries.
3D  reported  revenues  and  net  income  of  $10,361,564  and  $85,288
respectively, for its year ended December 31, 1995.

      The  acquisition  will be accounted for as  a  purchase.   Assets
purchased  include  customer  contract rights,  customer  lists,  order
backlog,  customer  records,  employee contracts  and  tangible  assets
including  accounts  receivable, unbilled work in  process,  field  and
office  supplies,  and  equipment.   Consideration  paid  consisted  of
$3,000,000 of cash at closing and a note payable for $2,500,000 payable
in  three  annual  payments plus interest.  In  addition,  ATC  assumed
certain liabilities of approximately $490,000.  ATC also entered into a
three year non-compete agreement with the majority stockholder.

     Bank Credit Agreement - On May 24, 1996 the Company entered into a
$20,000,000 bridge credit facility with Chemical Bank and Atlantic Bank
of  New York.  Under the terms of the credit agreement, the Company may
borrow  up to the amount of the facility, with interest payable monthly
at  1.75%  above the adjusted Eurodollar rate (7.18% at May 24,  1996).
Amounts  borrowed are due September 20, 1996.  The Company  anticipates
entering  into  a  longer term agreement with the banks  prior  to  the
maturity   date   of  the  credit  agreement.   The  Company   borrowed
approximately  $14,025,000  in  connection  with  the   ATEC   and   3D
acquisitions.   The  agreement contains certain  restrictive  covenants
which  are consistent for this type of facility, including restrictions
on dividend payments.

     ATC and its affiliates, officers and directors had no relationship
to ATEC or 3D prior to the execution not the purchase agreements .  The
consideration  paid  for each transaction was  based  upon  arm  length
negotiations  and  was  based  in part on  the  assets  purchased  less
liabilities  assumed  and  expected future results  of  operations  and
resulting cash flows.
Item 7.     Exhibits and Financial Statements.

(a)(1)      The  required financial information for American testing and
            Engineering Corporation will be filed within sixty dasy of
            the due date of this Form 8-K.

(a)(1)(ii)  3D Information Services, Inc. Financial Statements as of
            December 31, 1995 and Independent Auditors' Report.

(b)         The required pro-forma information will be filed within sixty
            days of the due date of this Form 8-K.

(c)         Exhibits

  10(a)     Agreement of Sale and Purchase of Business Assets on May 24,
            1996,  among ATC Environmental, American  Testing
            and Engineering Corporation d/b/a/ ATEC Associates, Inc. and 
            Gerald  D. Mann.

  10(b)     Assumption of Liabilities Agreement on May 24, 1996,  among
            ATC Environmental  Inc.,  American  Testing and Engineering 
            Corporation and Gerald D. Mann.

  10(c)     Master Equipment Lease Agreement on May 24, 1996, between ATC
            Environmental Inc. and American Testing  and Engineering 
            Corporation.

  10(d)     Master  Sublease Agreement on May  24,  1996,  between  ATC
            Environmental  Inc. and American Testing and Engineering
            Corporation  covering premises leases at Indianapolis, IN, 
            Atlanta,  GA and Dallas, TX.

  10(e)     Non-Competition  Agreement on May  24,  1996,  between  ATC
            Environmental  Inc. and American Testing and Engineering
            Corporation.

  10(f)     Mann Non-Competition Agreement on May 24, 1996, between  ATC
            Environmental Inc. and Gerald D. Mann.

  10(g)     WATEC Non-Competition Agreement on May 24, 1996, between ATC
            Environmental  Inc. and Waste Abatement  Technology, LLP.

  10(h)     Security Agreement on May 24, 1996, among ATC Environmental
            Inc., American Testing and Engineering Corporation  and
            Gerald D. Mann.

  10(i)     $500,000  Letter of Credit on May 24, 1996,  from  Chemical
            Bank, N.A. against the account of ATC Environmental Inc. in 
            favor of American Testing and Engineering Corporation.

  10(j)     Agreement for the Sale and Purchase of Business Assets on May
            28, 1996,  among  ATC  In Sys Technology Inc., 3D Information 
            Services, Inc. and Ciro De Saro.

  10(k)     Assumption of Liabilities Agreements on May 28, 1996, between
            ATC In Sys  Technology Inc., 3D Information Services, Inc. and 
            Ciro De Sar.

  10(l)     Stockholders Non-Competition Agreements on  May  28,  1996,
            between  ATC In Sys Technology Inc. and the stockholders
            of 3D Information Services, Inc.
            
  10(m)     Three-year, $2,500,000 Promissory Note on May 29, 1996, from
            ATC Environmental Inc. to 3D Information Services Inc.
                                   
  10(n)     Employment Agreement on May 29, 1996, between ATC
            Environmental Inc. and Ciro De Saro.
SIGNATURES
                                   

     Pursuant  to  the  requirements of Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused  this
Report  to  be signed on its behalf by the undersigned, thereunto  duly
authorized.

                                    ATC ENVIRONMENTAL, INC
                                    ----------------------
                                         (Registrant)
                                        
June 6, 1996                    By:   /s/ RICHARD L. PRUITT 
- ------------                        ------------------------ 
 (Dated)                            RICHARD L. PRUITT  
                                    Vice President and
                                    Principal Accounting Officer
INDEPENDENT AUDITORS' REPORT

To the Stockholders of
3D Information Services, Inc.

We have audited the accompanying balance sheet of 3D
Information Services, Inc. as of December 31, 1995 and the
related statements of operations, stockholders' equity, and
cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of 3D Information
Services, Inc. as of December 31, 1995 and the results of its
operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

May 2, 1996
3D INFORMATION SERVICES, INC.                     
                                                  
BALANCE SHEET                                     
DECEMBER 31, 1995                                 
- ------------------------------------------------------------------------
ASSETS
Current Assets:                                 
Cash and cash equivalents                     $    537,885
  Trade accounts receivable                      1,445,738
  Prepaid expenses and other current assets          9,879
                                              ------------    
       Total Current Assets                      1,993,502
                                                  
Property and Equipment (Note B)                    110,674
                                              ------------     
                                              $  2,104,176
                                              ============
LIABILITIES AND STOCKHOLDERS' EQUITY              
                                                  
Current Liabilities:                              
  Current maturities of long-term debt  
  (Note C)                                    $      1,500
  Accounts payable and accrued expenses            431,785
  Unearned revenue                                  89,954
  Deferred income taxes (Note D)                   119,800
                                              ------------    
           Total Current Liabilities               643,039
                                                  
Long-Term Debt, less current maturities            
     (Note C)                                       89,348
                                                  
Stockholders' Equity:                             
  Common stock, no par value, 5,000               
shares authorized, issued and                           -
outstanding
  Additional paid-in capital                        49,050
  Retained earnings                              1,322,739
                                              ------------   
           Total Stockholders' Equity            1,371,789
                                                  
                                              $  2,104,176
                                              ============
See notes to finanical statements.
3D INFORMATION SERVICES,INC.
                                          
STATEMENT OF OPERATIONS                   
YEAR ENDED DECEMBER 31, 1995
- ----------------------------------------------------------------
Consulting Revenue                            $ 10,361,564
Permanent Placement Revenue                        126,068
                                              ------------
      Total Revenue                             10,487,632
                                          
Cost of Revenues                                 8,392,626
                                          
           Gross Profit                          2,095,006
                                          
Operating Expenses:                       
  Selling and recruiting                         1,036,435
  General and administrative                       958,016
  Depreciation and amortization                     17,028
                                              ------------
                                                 2,011,479
                                          
                                          
            Operating                     
Income                                              83,527
                                          
Nonoperating Expense  (Income):
  Interest expense                                      89
  Interest income                                  (16,864)
  Investment real estate rental, net                 7,893
  Other, net                                        (5,266)
                                              ------------
                                                   (14,148)
                                              ------------
                                          
           Income Before Income Taxes               97,675
                                          
State Income Tax Expense (Note D)                   12,387
                                          
Net Income                                    $     85,288
See notes to financial statements.
3D INFORMATION SERVICES, INC.
                                                           
STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------
Additional 
                      Common   Stock      Paid-In   Retained      
                    Shares     Amount     Capital   Earnings     Total
                                                                 
Balance, January                                    
1, 1995             5,000      $  -      $49,050   $1,287,451  $1,336,501
                                                 
                                                            
  Dividends                                   -       (50,000)    (50,000)
                                                            
  Net income           -                      -        85,288      85,288
                    -----      -----     -------   ----------  ----------                         
Balance, December    
31, 1995            5,000      $  -      $49,050   $1,322,739  $1,371,789
                    =====      =====     =======   ==========  ==========
See notes to financial statements.
3D INFORMATION SERVICES, INC.                         
                                                      
STATEMENT OF CASH FLOWS                               
YEAR ENDED DECEMBER 31, 1995                          
- -----------------------------------------------------------------
Cash Flows From Operating Activities:           
  Net income                                           $  85,288
   Adjustments to reconcile net income to
      net cash from operating activities:
    Depreciation and amortization                         23,040
    Provision for deferred income taxes                   17,327
    Changes in operating assets and                   
liabilities:
      Accounts receivable                               (239,441)
      Prepaid expenses                                    (5,649)
      Other assets                                         3,300
      Accounts payable and accrued expenses              275,135
                                                       ---------
                                                      
           Net Cash Flows From Operating Activities      159,000
                                                      
Cash Flows From Investing Activities:                 
  Purchase of property and equipment                        (769)
                                                      
Cash Flows From Financing Activities:                 
  Principal payments on long-term debt                    (1,352)
  Dividends paid                                         (50,000)
                                                       ---------
           Net Cash Flows From Financing Activities      (51,352)
                                                       ---------
Net Increase in Cash and Cash Equivalents                106,879
                                                      
Cash and Cash Equivalents, Beginning of year             431,006
                                                       ---------
Cash and Cash Equivalents, End of year                 $ 537,885
                                                       =========
See notes to financial statements.
3D INFORMATION SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1995

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
   Nature of Operations and Organization - 3D Information Services,
   Inc. (the "Company") provides consultants, principally computer
   programming, data processing development and maintenance
   professionals, to clients on a contractual basis.  Operations
   are predominantly in New Jersey.
   
   Revenue Recognition - The Company generally contracts for
   services to customers on the basis of hourly or daily services
   performed.  Revenue is recognized as hourly or daily services
   are performed in accordance with the terms of the contract.
   Revenue billed prior to work being performed is recorded as
   unearned revenue.
   
   Significant Customers and Concentration of Credit Risk -
   Revenues from a single customer comprise approximately 60% of
   total revenues while revenues from 10 customers comprise 90% of
   total revenues.  These customers are generally Fortune 500
   companies located in New Jersey.
   
   Cash and Cash Equivalents - All highly liquid investments
   purchased with a maturity of three months or less are considered
   to be cash equivalents.

   Property and Equipment - Property and equipment are carried at
   cost.  Depreciation is computed on the straight-line method over
   the estimated useful lives of the assets, as follows:
   
     Building                                        19 years
     Office furniture and equipment               5 - 7 years
     Automobiles                                      5 years
   
   Income Taxes - The Company has elected to file its federal
   income tax return under the provisions of Subchapter "S" of the
   Internal Revenue Code and, accordingly, federal income taxes are
   the responsibility of the shareholders.  Therefore, the
   statement of operations does not include a provision for federal
   income taxes.  However, the Company has elected special income
   tax status for the State of New Jersey and is effectively being
   treated as a "C" corporation.  The income tax provision reflects
   only income taxes relative to New Jersey.
   
   Use of Estimates - The preparation of the financial statements
   in conformity with generally accepted accounting principles
   requires management to make estimates and assumptions that
   affect the reported amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of
   the financial statements and the reported amounts of revenues
   and expenses during the reporting period.  Actual results could
   differ from those estimates.
B. PROPERTY AND EQUIPMENT
   
   Property and equipment consist of the following at December 31,
   1995:
   
     Land                                      $  20,017
     Building                                    113,431
     Offices furniture and equiptment            135,700
     Automobiles                                  50,890
                                               ---------
                                                 320,038
    Less accumulated deprection                  209,364
                                               ---------
    Promerty and equiptment, net               $ 110,674
                                               =========

C. LONG-TERM DEBT
   
   Long-term debt consists of a mortgage note payable to a bank,
   bearing 9.04% interest at December 31, 1995 and due in monthly
   installments through 2016.  Minimum annual repayment
   requirements of principle and interest will approximates $9,300
   per year.
   
   The mortgage note is collateralized by real estate.  In 1995,
   the Company recorded and paid $8,483 of interest expense related
   to this note, which is recorded in real estate expenses.
   
   Fair Value - The carrying value of the Company's debt
   approximates fair value.  The fair value of the Company's long-
   term debt is based on quoted market prices or the current rates
   offered to the Company for debt of similar maturities.
   
D. INCOME TAXES
   
   Income tax expense (benefit) consists of the following for the
   year ended December 31, 1995:
   
      Federal income taxes                              $    -

      State income taxes:
        Current                                          (4,940)
        Deferred                                         17,327
                                                       --------
                                                       $ 12,387
                                                       ========

   The State of New Jersey tax code allows corporations which have
   elected Subchapter S status for federal income tax purposes to
   elect to be taxed as "C" Corporations for state income tax
   purposes.  As a result, the Company pays state income taxes in
   the State of New Jersey.  The liability method is used to
   measure deferred tax assets and liabilities in accordance with
   Statement of Financial Accounting Standards No. 109, Accounting
   for Income Taxes, based on temporary differences between
   financial and taxable basis in assets and liabilities existing
   at the balance sheet date for state income tax purposes.
   
   The tax effects of temporary differences that give rise to a
   significant portion of deferred tax liabilities at December 31,
   1995 are the result of using the cash basis method of accounting
   for income tax purposes.  In 1995, income taxes of $2,913 were
   refunded to the Company.
E. EMPLOYEE BENEFIT PLAN
   
   The Company has a 401(k) savings plan for its eligible
   employees.  The Company matches 10% of the employee
   contributions to the plan.  The Company made contributions to
   the plan of $12,261 in 1995.
   
F. SUBSEQUENT EVENT
   
   The Company has entered into an asset sale agreement with ATC
   Environmental, Inc. ("ATC") whereby it intends to sell to ATC
   substantially all of its tangible and intangible business assets
   and liabilities except for the state income tax liabilities
   which will remain with the Company.  The transaction is expected
   to result in a gain on the sale.