<PAGE>
   As filed with the Securities and Exchange Commission on December 5, 1997
                                                         Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ---------------------
                     COMMODORE APPLIED TECHNOLOGIES, INC.
              (Exact name of issuer as specified in its charter)
           Delaware                                          11-3312952
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)
                             
  150 East 58th Street, Suite 3400                             10155
        New York, New York                                   (Zip Code)
(Address of Principal Executive Offices)
                    
Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option
                                     Plan
                           (Full title of the plan)

                               PAUL E. HANNESSON
         Chairman of the Board, President and Chief Executive Officer
                     Commodore Applied Technologies, Inc.
                       150 East 58th Street, Suite 3400
                           New York, New York 10155
                    (Name and address of agent for service)

                                (212) 308-5800
         (Telephone number, including area code, of agent for service)

                         Copies of communications to:

                            STEPHEN A. WEISS, ESQ.
                           ANTHONY J. MARSICO, ESQ.
                           Greenberg Traurig Hoffman
                            Lipoff Rosen & Quentel
                             153 East 53rd Street
                           New York, New York 10022
                              Tel: (212) 801-9200
                              Fax: (212) 223-7161


                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        Proposed          Proposed
                                                    Amount              maximum           maximum         Amount of
                 Title of                            to be           offering price      aggregate       registration
        securities to be registered              registered(1)         per share       offering price        fee
<S>                                          <C>                    <C>               <C>               <C>
Common Stock, par value $.001 per share   .  2,862,375 shares(2)       $6.25(3)       $17,889,843.75     $5,277.51
Common Stock, par value $.001 per share   .  1,137,625 shares(4)       $2.16(5)       $ 2,457,270.00     $  724.89
TOTAL:    .................................  4,000,000 shares                         $20,347,113.75     $6,002.40
</TABLE>

--------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), the number of shares of Common Stock being
    registered shall be adjusted to include any additional shares which may
    become issuable as a result of stock splits, stock dividends, or similar
    transactions in accordance with the anti-dilution provisions of the
    Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock
    Option Plan (the "Plan").

(2) Represents the aggregate number of shares issuable upon exercise of
    currently outstanding options granted under the Plan.

(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, solely for the purpose of calculating the total registration
    fee. Represents the weighted average exercise price (rounded to the
    nearest cent) at which the shares will be issued.

(4) Represents the aggregate number of shares underlying options presently
    available for issuance under the Plan.

(5) Computed in accordance with Rules 457(c) and (h) under the Securities Act
    of 1933, as amended, solely for the purpose of calculating the total
    registration fee. Represents the average of the high and low prices
    (rounded to the nearest cent) of the Common Stock as reported on the
    American Stock Exchange on December 1, 1997, because the exercise price at
    which the shares will be issued in the future is not currently
    determinable.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission either as part of this Registration Statement, or as a
prospectus or prospectus supplement pursuant to Rule 424. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

     The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used by
certain officers, directors and controlling stockholders of the Company for
the resale to the public of shares of common stock, par value $.001 per share
(the "Common Stock"), of Commodore Applied Technologies, Inc. (the "Company")
to be issued to them upon exercise of options heretofore or hereafter granted
under the Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock
Option Plan. Such persons may be deemed to be in a control relationship with
the Company within the meaning of the Securities Act and the rules and
regulations of the Commission promulgated thereunder, and such shares of Common
Stock may be deemed to be "control securities" within the meaning of General
Instruction C to Form S-8.


                                      I-1
<PAGE>

PROSPECTUS

                               2,024,875 Shares

                     Commodore Applied Technologies, Inc.

                                 Common Stock
                            ---------------------
     This Prospectus relates to 2,024,875 shares of common stock, par value
$.001 per share (the "Common Stock"), of Commodore Applied Technologies, Inc.,
a Delaware corporation (the "Company"), which may be offered and sold from time
to time pursuant to this Prospectus (the "Shares") by the persons named in this
Prospectus as "Selling Stockholders" (the "Selling Stockholders"). The Selling
Stockholders will acquire the Shares upon exercise of options granted under the
Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option
Plan (the "Plan"). See "SELLING STOCKHOLDERS."

     The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) on the American Stock Exchange ("AMEX"), in the over-the-counter
market, in transactions independent of AMEX or the over-the-counter market, in
separately negotiated transactions, or in a combination of such transactions.
Such sales may be made either at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices. Some or all of the Shares may be sold through
brokers acting on behalf of the Selling Stockholders or to dealers for resale
by such dealers, and in connection with such sales, such brokers or dealers may
receive compensation in the form of discounts or commissions from the Selling
Stockholders and/or the purchasers of such Shares for whom they may act as
broker or agent (which discounts or commissions may be less than, or in excess
of, those customary in the types of transactions involved). In addition, any
Shares covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus. See "PLAN OF DISTRIBUTION."

     The Shares will be sold, or otherwise disposed of, for the account of the
Selling Stockholders, and the Company will not be entitled to any of the
proceeds from such sales or dispositions. See "USE OF PROCEEDS." All expenses
incurred in connection with the registration of the Shares are being borne by
the Company, but all brokerage commissions and other expenses incurred by
individual Selling Stockholders will be borne by each such Selling Stockholder.
See "PLAN OF DISTRIBUTION."

     The Selling Stockholders and any dealer participating in the distribution
of any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act. See "PLAN OF DISTRIBUTION."

     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of
Shares through a block trade, special offering or secondary distribution, or a
purchase by a broker or dealer, a supplement to this Prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (a)
the name of each such Selling Stockholder and of the participating broker or
dealer, (b) the number of Shares involved, (c) the price at which such Shares
were sold, (d) the commissions paid or the discounts or concessions allowed to
such broker or dealer, where applicable, (e) that such broker or dealer did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, and (f) other facts material to the transaction.
See "PLAN OF DISTRIBUTION."

     There is no assurance that any of the Selling Stockholders will sell any
or all of the Shares. The Company's Common Stock is currently traded on AMEX
under the symbol "CXI". On December 1, 1997, the last reported sale price of
the Common Stock on AMEX was $2.5625 per share. Prospective investors are urged
to obtain a current price quotation.

     THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

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


                The date of this Prospectus is December 5, 1997.
<PAGE>

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED HEREIN BY REFERENCE MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF.

                            ---------------------
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed with the Commission, as well as the
Registration Statement (as defined below) of which this Prospectus is a part,
may be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60601-2511. Copies of such material also can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Also, the
Company files such reports, proxy statements and other information with the
Commission pursuant to the Commission's EDGAR system. The Commission maintains
a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
pursuant to the EDGAR system. The address of the Commission's web site is
"http://www.sec.gov".

     The Common Stock is traded on AMEX under the symbol "CXI". Reports, proxy
statements and other information concerning the Company can also be inspected
at the offices of AMEX located at 86 Trinity Place, New York, New York 10006.

     This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on December 5, 1997 with
the Commission under the Securities Act. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and incorporates by reference certain
additional information. Such additional information can be inspected at and
obtained from the Commission in the manner set forth above. Statements
contained in this Prospectus or in any document incorporated herein by
reference as to the terms of any contract or other document referred to herein
or therein are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.


                                       2
<PAGE>

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by the Company with the
Commission (File No. 1-11871) under the Exchange Act are incorporated herein by
reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, June 30, and September 30, 1997;

     (c) The Company's Current Report on Form 8-K, dated January 22, 1997;

     (d)  Amendment No. 1 on Form 8-K/A to the Company's Current Report on
          Form 8-K, dated January 22, 1997;

     (e)  The Company's Current Report on Form 8-K, dated August 15, 1997;

     (f)  The Company's definitive Proxy Statement, dated May 28, 1997, filed
          in connection with the Company's 1997 Annual Meeting of Stockholders
          held on June 17, 1997; and

     (g)  The description of the Company's Common Stock contained in its
          Registration Statement on Form 8-A, dated June 24, 1996, as amended
          by the Company's Registration Statement on Form 8-A/A, dated June
          26, 1996, including any other amendment or report filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Company 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 which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding sentence.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of the Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein), as well as other documents required to be delivered to
employees pursuant to Rule 428(b), will be provided without charge to each
person (including any beneficial owner) to whom this Prospectus is delivered
upon the written or oral request of such person. Requests should be made to:


                     Commodore Applied Technologies, Inc.
                       150 East 58th Street, Suite 3400
                           New York, New York 10155
                        Attention: Michael D. Fullwood
                           Telephone: (212) 308-5800

                                       3
<PAGE>

                                  THE COMPANY

     The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information appearing
elsewhere in this Prospectus or incorporated herein by reference. Investors
should also carefully consider the information set forth under the heading
"RISK FACTORS." As used herein, the term "Company" refers to Commodore Applied
Technologies, Inc. and its subsidiaries.

     The Company is primarily engaged in (i) the development and
commercialization of a variety of environmental technologies for the
destruction of hazardous materials, (ii) providing environmental, technical and
remediation services, and (iii) the separation and recovery of metals, organics
and other chemical compounds.

o Decontamination and Neutralization of Hazardous Materials. Commodore Solution
  Technologies, Inc. ("Solution"), a wholly owned subsidiary of the Company,
  uses a patented non-thermal, portable and scalable process known as SET(TM)
  for treating and decontaminating soils and other materials and surfaces
  containing PCBs, pesticides, dioxins and other toxic contaminants to an
  extent sufficient to satisfy current federal environmental guidelines. Based
  on the results of laboratory testing, SET(TM) also appears capable of
  neutralizing substantially all known chemical weapons materials and warfare
  agents.

o CFC Destruction, Separation and Recycling. Commodore CFC Technologies, Inc.
  ("CFC"), a wholly owned subsidiary of the Company, is applying certain
  environmental technologies to the destruction, separation and recycling of
  CFCs and other ozone-depleting substances.

o Environmental, Technical and Remediation Services. Advanced Sciences, Inc.
  ("ASI"), a wholly owned subsidiary of Solution, provides a full range of
  environmental, technical and remediation services, including identification,
  investigation, remediation and management of hazardous and mixed waste
  sites, to government agencies, including the U.S. Department of Energy and
  Department of Defense, and to private-sector domestic and foreign industrial
  clients.

o Separation and Recovery Technology. Commodore Separation Technologies, Inc.
  ("Separation"), an 87% owned subsidiary of the Company, has developed and
  intends to commercialize its separation technology and recovery system known
  as SLiM(TM) (Supported Liquid Membrane technology). Based on the results of
  more than 100 laboratory and other tests to date, the Company believes that
  SLiM(TM) can separate and recover solubilized metals (e.g., chromium,
  cadmium, silver, mercury, platinum, lead, zinc and nickel), radionuclides,
  gas, organics and biochemicals.

     The Company believes that its chemical processes and technologies offer a
safe, efficient and cost-effective alternative to traditional methods for the
separation, destruction and disposal of toxic substances, which can be utilized
in a wide variety of industrial, military and other applications. The Company
is currently in the process of introducing these processes and technologies on
a commercial scale. In July 1996, the Company completed an initial public
offering of its equity securities from which it received net proceeds of
approximately $30.5 million (the "Initial Public Offering"). In April 1997,
Separation completed an initial public offering of its equity securities from
which it received net proceeds of approximately $11.1 million.

     The Company was incorporated in the State of Delaware in March 1996, and
is a 65% owned subsidiary of Commodore Environmental Services, Inc., a Delaware
corporation ("Environmental"). The principal executive offices of the Company
are located at 150 East 58th Street, Suite 3400, New York, New York 10155, and
its telephone number is (212) 308-5800.


                                       4
<PAGE>

                                 RISK FACTORS


     The securities offered hereby are highly speculative in nature and involve
a high degree of risk. Prior to making an investment decision, prospective
investors in the Shares offered hereby should give careful consideration to the
information set forth in this Prospectus or incorporated herein by reference
and, in particular, should evaluate the risk factors set forth below.


Limited Operating History; History of Losses; Future Losses; Initial
Commercialization Stage


     The Company's limited operating history has consisted primarily of
development of SET(TM) and remediation equipment, conducting laboratory tests,
and planning on-site tests and demonstrations. The Company is subject to all of
the business risks associated with a new enterprise, including, but not limited
to, risks of unforeseen capital requirements, failure of market acceptance,
failure to establish business relationships, and competitive disadvantages as
against larger and more established companies. For the fiscal year ended
December 31, 1996, the Company had total revenues of $5,123,000 and a net loss
of $5,643,000, compared to total revenues of $0 and a net loss of $3,856,000
for the fiscal year ended December 31, 1995. For the nine months ended
September 30, 1997, the Company had total revenues of $15,717,000 and a net
loss of $11,038,000, compared to total revenues of $36,000 and a net loss of
$3,133,000 for the nine months ended September 30, 1996. At December 31, 1996,
the Company had stockholders' equity of $20,076,000, and working capital of
$8,991,000, compared to an accumulated stockholders' deficit of $8,542,000 and
a working capital deficit of $9,200,000 at December 31, 1995. At September 30,
1997, the Company had stockholders' equity of $16,412,000, and working capital
of $14,382,000.


     The Company anticipates that it will continue to incur significant
operating losses through 1997 and may incur additional losses thereafter,
depending upon its ability to consummate collaborative working arrangements or
licenses with third parties and the operation and financial success of any
environmental projects which the Company and its potential working partners may
be awarded. Other than revenues generated by ASI, which the Company acquired
effective October 1, 1996, the Company has generated nominal revenues to date,
and there can be no assurance as to whether or when it will generate material
revenues or achieve profitable operations.


SET(TM) and SLiM(TM) Unproven on Large-Scale Commercial Basis


     SET(TM) and SLiM(TM) have never been utilized on a large-scale basis, and
there can be no assurance that such technologies will perform successfully on a
large-scale commercial basis or that they will be profitable to the Company.
The Company has never utilized SET(TM) and SLiM(TM) under the conditions and in
the volumes that will be required to be profitable and cannot predict all of
the difficulties that may arise. In addition, most of the results of the tests
conducted by the Company on SET(TM) and SLiM(TM) have not been verified by an
independent testing laboratory. Thus, it is possible that the Company's SET(TM)
and SLiM(TM) technologies may require further research, development, design and
testing, as well as regulatory clearances, prior to larger-scale
commercialization. Additionally, the Company's ability to operate its business
successfully will depend on a variety of factors, many of which are outside the
Company's control, including competition, cost and availability of supplies,
changes in governmental initiatives and requirements, changes in EPA and other
regulatory requirements, and the costs associated with equipment repair and
maintenance.


No Assurance of Collaborative Agreements, Licenses or Project Contracts


     The Company's business strategy is based upon entering into collaborative
joint working arrangements with established engineering and environmental
companies, or formal joint venture agreements relative to the application of
SET(TM) and SLiM(TM) as enabling technologies for specified industries or
markets. To date, only ASI and its collaborative joint working partners have
been awarded material project contracts. There can be no assurance that the
Company will enter into any definitive joint project arrangements or joint
venture collaborative agreements with its prospective working partners or
others, or that such agreements, if entered into, will be on terms and
conditions that are sufficiently attractive to the Company to enable it to
generate profits. In the event the Company is unable to enter into commercially
attractive collaborative working arrangements for one or more


                                       5
<PAGE>

commercial or industrial remediation projects, in order to produce revenues for
the Company, it may be necessary to license SET(TM) and/or SLiM(TM) to
unaffiliated third parties. There is no assurance that the Company will be able
to enter into such license arrangements or that such licenses will produce any
income to the Company. Even if the Company is able to complete additional joint
working arrangements, there is no assurance that the Company and its working
partners will be awarded contracts to perform decontamination or remediation
projects. Even if such contracts are awarded, there is no assurance that these
contracts will be profitable to the Company. In addition, any project contract
which may be awarded to the Company and/or any of its joint working partners
may be curtailed, delayed, redirected or eliminated at any time. Problems
experienced on any specific project, or delays in the implementation and
funding of projects, could materially adversely affect the Company's business
and financial condition.


Uncertainty of Market Acceptance


     Many prospective users of SET(TM) have already committed substantial
resources to other forms of environmental remediation technology, including
incineration, plasma arc, vitrification, molten metal, molten salt, chemical
neutralization, catalytic electrochemical oxidation and supercritical wet
oxidation. In addition, many prospective users of SLiM(TM) have committed
substantial resources to other forms of process stream treatments or
technologies. The Company's growth and future financial performance will depend
on demonstrating to prospective collaborative partners and users the advantages
of SET(TM), SLiM(TM) and the Company's other environmental technologies over
alternative technologies. There can be no assurance that the Company and its
prospective collaborative partners will be successful in this effort.
Furthermore, it is possible that competing alternatives may be perceived to
have, or may actually have, certain advantages over SET(TM), SLiM(TM) and/or
the Company's other environmental technologies for certain industries or
applications.


Risk of Environmental Liability


     The Company's operations, as well as the use of the specialized technical
equipment by its customers, are subject to numerous federal, state and local
regulations relating to the storage, handling, emission and transportation of
certain regulated materials. There is always the risk that such materials might
be mishandled, or that there might be equipment or technology failures, which
could result in significant claims against the Company. Any such claims against
the Company could materially adversely affect the Company's business, financial
condition and results of operations.


     As SET(TM), SLiM(TM) and the Company's other environmental technologies
are commercialized, the Company may be required to obtain environmental
liability insurance in the future in amounts greater than those it currently
maintains. There can be no assurance that such insurance will provide coverage
against all claims, and claims may be made against the Company (even if covered
by the Company's insurance policy) for amounts substantially in excess of
applicable policy limits. Any such event could have a material adverse effect
on the Company's business, financial condition and results of operations.


Potential Need for Additional Financing


     In July 1996, the Company completed the Initial Public Offering, from
which it received net proceeds of approximately $30.5 million. In April 1997,
Separation completed an initial public offering of its equity securities, from
which it received net proceeds of approximately $11.1 million. In August and
September 1997, the Company completed a private placement of 18,000 shares of
its Series A Preferred Stock and 600,000 shares of Common Stock, respectively,
from which the Company received gross proceeds of approximately $1.8 million
and $2.2 million, respectively. In addition, in August 1997, the Company
received a $4.0 million loan from Environmental.


     Prior to such financings, financing for all of the Company's activities
had been provided in the form of direct equity investments and loans by
Environmental. The Company's future capital requirements will depend on certain
factors, many of which are not within the Company's control. These include the
ongoing development and testing of SET(TM), SLiM(TM) and the Company's other
environmental technologies; the nature and timing of remediation and clean-up
projects and permits required; and the availability of financing.


                                       6
<PAGE>

     In the environmental remediation market, the Company may not be able to
enter into favorable business collaborations and might thus be required to bid
upon projects for its own account. If such bids were successful, the Company
would be required to make significant expenditures on personnel and capital
equipment which would require significant financing in amounts substantially in
excess of the net proceeds of the above financings. In addition, the Company's
lack of operational experience and limited capital resources could make it
difficult, if not highly unlikely, to successfully bid on major reclamation or
clean-up projects. In such event, the Company's business development could be
limited to remediation of smaller commercial and industrial sites with
significantly lower potential for profit.

     In addition, the expansion of the Company's business will require the
commitment of significant capital resources toward the hiring of technical and
operational support personnel, the development of a manufacturing and testing
facility for SET(TM) and SLiM(TM) equipment, and the building of equipment to
be used both for on-site test demonstrations and the remediation of
contaminated elements. In the event the Company is presented with one or more
significant reclamation or clean-up projects, individually or in conjunction
with collaborative working partners, it may require additional capital to take
advantage of such opportunities. There can be no assurance that such financing
will be available or, if available, that it will be on favorable terms. If
adequate financing is not available, the Company may be required to delay,
scale back or eliminate certain of its research and development programs, to
relinquish rights to certain of its technologies, or to license third parties
to commercialize technologies that the Company would otherwise seek to develop
itself.


Competition and Technological Alternatives


     The Company anticipates that the primary markets for its technologies will
be for hazardous and toxic waste and industrial by-products treatment and
disposal, the destruction or neutralization of chemical weapons materials and
warfare agents, and the concentration of radioactive wastes. The Company has
had limited experience in marketing its technologies and has a small sales and
marketing organization, whereas other participants in both the private and
public sectors include several large domestic and international companies and
numerous small companies, many of whom have substantially greater financial and
other resources and more manufacturing, marketing and sales experience than the
Company. Any one or more of the Company's competitors or other enterprises not
presently known to the Company may develop technologies which are superior to
SET(TM), SLiM(TM) or other technologies utilized by the Company. To the extent
that the Company's competitors are able to offer more cost-effective
remediation alternatives, the Company's ability to compete could be materially
and adversely affected.


Unpredictability of Patent Protection and Proprietary Technology


     The Company has seven United States patents which issued between 1987 and
1996, and which relate to SET(TM), electrochemistry of halogenated organic
compounds, separation and destruction of CFCs and decontamination of soils
containing mercury and radioactive metals. The Company also has one Canadian
patent relating to its SET(TM) technology. The Company has filed five
additional United States patent applications relating to separation and
destruction of CFCs and removal of heavy metals from soil. In November 1995,
the Company filed a provisional patent application relating to the destruction
of chemical warfare agents. On September 15, 1997, Separation filed two United
States continuation-in-part ("CIP") provisional patent applications and, on
September 16, 1997, filed one international patent application covering the
principal features of its SLiM(TM) technology. One of the CIP provisional
patent applications covers the joint inventions of Srinivas Kilambi, Ph.D.,
Separation's Senior Vice President-Technology, and Lockheed Martin. The other
CIP provisional patent application and the international patent application
cover the sole inventions of Dr. Kilambi.


     The Company's success depends, in part, on its ability to obtain
additional patents, protect the patents which it owns, maintain trade secrecy
protection and operate without infringing on the proprietary rights of third
parties. The patents currently owned by the Company are improvement patents
which are more difficult to monitor for infringement than those that would be
contained in a patent covering a pioneering invention or technology. There can
be no assurance that any of the Company's pending patent applications will be
approved, that the Company will develop additional proprietary technology that
is patentable, that any patents issued to the Company will provide the Company
with competitive advantages or will not be challenged by third parties or that


                                       7
<PAGE>

the patents of others will not have an adverse effect on the Company's ability
to conduct its business. Furthermore, there can be no assurance that others
will not independently develop similar or superior technologies, duplicate any
elements of SET(TM), SLiM(TM) or the Company's other technologies, or design
around such technologies. It is possible that the Company may need to acquire
licenses to, or to contest the validity of, issued or pending patents of third
parties. There can be no assurance that any license acquired under such patents
would be made available to the Company on acceptable terms, if at all, or that
the Company would prevail in any such contest. In addition, the Company could
incur substantial costs in defending itself in suits brought against the
Company for alleged infringement of another party's patents or in defending the
validity or enforceability of the Company's patents, or in bringing patent
infringement suits against other parties based on the Company's patents.

     In addition to patent protection, the Company also relies on trade
secrets, proprietary know-how and technology which it seeks to protect, in
part, by confidentiality agreements with its prospective working partners and
collaborators, employees and consultants. There can be no assurance that these
agreements will not be breached, that the Company would have adequate remedies
for any breach, or that the Company's trade secrets and proprietary know-how
will not otherwise become known or be independently discovered by others.


Government Regulation

     The Company and its customers are required to comply with a number of
federal, state and local laws and regulations in the areas of safety, health
and environmental controls, including, without limitation, the Resource
Conservation and Recovery Act, as amended ("RCRA"), and the Occupational Safety
and Health Act of 1970 ("OSHA"), which may require the Company, its prospective
working partners or its customers to obtain permits or approvals to utilize
SET(TM) and/or SLiM(TM), or the Company's other environmental technologies and
related equipment on certain job sites. In addition, if the Company begins to
market SET(TM) and SLiM(TM) internationally, the Company will be required to
comply with laws and regulations and, when applicable, obtain permits or
approvals in those other countries. There is no assurance that such required
permits and approvals will be obtained. Furthermore, particularly in the
environmental remediation market, the Company may be required to conduct
performance and operating studies to assure government agencies that SET(TM)
and/or SLiM(TM), and their by-products, do not pose environmental risks. There
is no assurance that such studies, if successful, will not be more costly or
time-consuming than anticipated.

     In addition, the Company's Nationwide Permit for PCB disposal issued by
the United States Environmental Protection Agency ("EPA") contains numerous
conditions for maintaining the Nationwide Permit, including notification of all
job sites, periodic reporting to the EPA as to activities at the job sites,
prior notification to and approval by the EPA with respect to any single-site
centralized remediation facility that the Company may seek to establish and
certain restrictions on the disposal of by-products from the use of SET(TM),
and there can be no assurance that the Company will be able to comply with such
conditions in order to maintain and/or obtain renewal of the Nationwide Permit.
 

     Further, if new environmental legislation or regulations are enacted or
existing legislation or regulations are amended, or are interpreted or enforced
differently, the Company, its prospective working partners and/or its customers
may be required to meet stricter standards of operation and/or obtain
additional operating permits or approvals. There can be no assurance that the
Company will meet all of the applicable regulatory requirements.


Unspecified Acquisition-Related Risks


     As part of its growth strategy, the Company will seek to acquire or invest
in complementary (including competitive) businesses, products or technologies.
The Company may allocate a significant portion of its available working capital
to finance a portion of the purchase price relating to possible acquisitions
of, or investments in, complementary (including competitive) business, products
or technologies. In the event any such acquisition or investment opportunity
arises in the future, it is probable that the Company will also be required to
obtain additional financing to complete such transaction. The process of
integrating such acquired assets into the Company's operations may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for the ongoing
development of the Company's business. There can be no assurance that the
anticipated benefits of any acquisitions will be realized. In addition,


                                       8
<PAGE>

future acquisitions by the Company could result in potentially dilutive
issuances of equity securities, the incurrence of debt and contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, any of which could materially adversely affect the Company's operating
results and financial position. Acquisitions also involve other risks,
including entering markets in which the Company has no or limited prior
experience. The Company currently has no commitments or agreements with respect
to any possible acquisitions or investments.


Dependence on Key Management and Other Personnel


     The Company is dependent on the efforts of its senior management and
scientific staff, including Paul E. Hannesson, Chairman of the Board, President
and Chief Executive Officer, Edwin L. Harper, Ph.D., Vice Chairman, Michael D.
Fullwood, Senior Vice President, Chief Financial and Administrative Officer,
Secretary and General Counsel, Kenneth L. Adelman, Ph.D., Executive Vice
President - Marketing and International Development of the Company and
President and Chief Operating Officer of Solution, Albert E. Abel, Vice
President, Carl O. Magnell, P.E., Vice President, Rayburn Hanzlik, Vice
President, Andrew P. Oddi, Vice President and Treasurer, and William E. Ingram,
Vice President and Controller. The Company is also dependent on the efforts of
Kenneth J. Houle, President and Chief Operating Officer of Separation. The
proceeds of key-man life insurance policies on the lives of certain of such
individuals may not be adequate to compensate the Company for the loss of any
of such individuals. The loss of the services of any one or more of such
persons may have a material adverse effect on the Company.

     The Company's future success will depend in large part upon its ability to
attract and retain skilled scientific, management, operational and marketing
personnel. The Company faces competition for hiring such personnel from other
companies, government entities and other organizations. There can be no
assurance that the Company will continue to be successful in attracting and
retaining such personnel.


Potential Conflicts of Interest


     Paul E. Hannesson and Michael D. Fullwood, the Chairman of the Board,
President and Chief Executive Officer and the Senior Vice President, Chief
Financial and Administrative Officer, Secretary and General Counsel of the
Company, respectively, also serve in the same capacities with, and devote a
significant portion of their business and professional time and efforts to the
business of, Environmental and Separation. In addition, Bentley J. Blum, Edwin
L. Harper, Ph.D., Kenneth L. Adelman, Ph.D. and David L. Mitchell (the
"Environmental Directors"), all of whom are directors of the Company, also
serve as directors of Environmental and Separation. While the Company believes
that its business and technologies are distinguishable from those of
Environmental, and that it does not compete in the markets in which
Environmental competes, Messrs. Hannesson and Fullwood and the Environmental
Directors may have potential conflicts of interest with respect to, among other
things, potential corporate opportunities, business combinations, joint
ventures and/or other business opportunities that may become available to them,
the Company and/or Environmental. Moreover, while Messrs. Hannesson and
Fullwood have agreed to devote a portion of their business and professional
time and efforts to the Company, potential conflicts of interest also include
the amount of time and effort devoted by them to the affairs of Environmental
and Separation. The Company may be materially adversely affected if Messrs.
Hannesson and Fullwood and/or the Environmental Directors choose to place the
interests of Environmental or Separation before those of the Company. Each of
Messrs. Hannesson and Fullwood and the Environmental Directors has agreed that,
to the extent such opportunities arise, he will carefully consider a number of
factors, including whether such opportunities are within the Company's line of
business or consistent with its strategic objectives and whether the Company
will be able to undertake or benefit from such opportunities. In addition, the
Company's Board of Directors has adopted a policy whereby any future
transactions between the Company and any of its subsidiaries, affiliates,
officers, directors, principal stockholders or any affiliates of the foregoing
will be on terms no less favorable to the Company than could reasonably be
obtained in "arms length" transactions with independent third parties, and any
such transactions will also be approved by a majority of the Company's
disinterested outside directors. Messrs. Hannesson and Fullwood and the
Environmental Directors also owe fiduciary duties of care and loyalty to the
Company under Delaware law. However, the failure of the Company's management to
resolve any conflicts of interest in favor of the Company could materially
adversely affect the Company's business, financial condition and results of
operations.


                                       9
<PAGE>

Control by Principal Stockholder


     Environmental, a public company whose common stock trades in the so-called
"pink sheets" of the National Quotation Bureau, Inc. (the "Pink Sheets") and is
quoted in the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. (the "OTCBB"), currently owns approximately 65% of the
outstanding Common Stock of the Company. Accordingly, events or circumstances
having an adverse effect on Environmental, including fluctuations in the market
price of its common stock, could have a material adverse effect on the market
price of the Shares.


     Bentley J. Blum, a director of the Company and Environmental, beneficially
owned, directly and through entities controlled by him, approximately 51.3% of
the outstanding common stock of Environmental as of December 1, 1997. Paul E.
Hannesson, the Chairman of the Board, President and Chief Executive Officer of
the Company and Environmental, beneficially owned approximately 11.9% of the
outstanding common stock of Environmental as of such date. Accordingly, through
his ownership or control of a controlling stock interest in Environmental, Mr.
Blum will be able to control, subject to the terms of a voting agreement, the
voting of Environmental's shares at all meetings of stockholders of the Company
and, because the Common Stock does not have cumulative voting rights, will be
able to determine the outcome of the election of all of the Company's directors
and determine corporate and stockholder action on other matters. Messrs. Blum
and Hannesson are brothers-in-law.


Potential Adverse Effect on Market Price of Securities from Future Sales of
Common Stock


     No assurance can be given as to the effect, if any, that future sales of
Common Stock, or the availability of shares of Common Stock for future sales,
will have on the market price of the Common Stock from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of warrants or stock options), or the possibility that such sales could occur,
could adversely affect the market price of the Common Stock and could also
impair the Company's ability to raise capital through an offering of its equity
securities in the future. Assuming conversion of all securities convertible
into Common Stock, and the exercise of all outstanding warrants, options and
other rights to purchase Common Stock, including the currently outstanding
options granted pursuant to the Plan, upon completion of this offering the
Company will have approximately 25,752,730 shares (subject to adjustment) of
Common Stock outstanding, of which approximately 6,450,000 currently publicly
traded shares of Common Stock, 4,233,895 shares (subject to adjustment) issued
and to be issued upon conversion of securities convertible into Common Stock
and upon exercise of outstanding warrants to purchase Common Stock, and
2,862,375 shares (subject to adjustment) to be issued upon exercise of
currently outstanding options granted pursuant to the Plan will be transferable
without restriction under the Securities Act. The remaining 12,206,460 shares
of Common Stock to be outstanding upon completion of this offering are
"restricted securities" (as that term is defined in Rule 144 promulgated under
the Securities Act) which may be publicly sold only if registered under the
Securities Act, or if sold in accordance with an applicable exemption from
registration such as Rule 144. In general, under Rule 144 as currently in
effect, subject to the satisfaction of certain other conditions, a person,
including an affiliate of the Company, who has beneficially owned restricted
securities for at least one year, is entitled to sell (together with any person
with whom such individual is required to aggregate sales), within any
three-month period, a number of shares that does not exceed the greater of 1%
of the total number of outstanding shares of the same class, or, if the stock
is quoted on the Nasdaq Stock Market or a national securities exchange, the
average weekly trading volume during the four calendar weeks preceding the
sale. A person who has not been an affiliate of the Company for at least the
immediately preceding three months, and who has beneficially owned restricted
securities for at least two years, is entitled to sell such restricted shares
under Rule 144 without regard to any of the limitations described above.


Volatility of Market Prices of Common Stock


     The market price for the Company's Common Stock has been historically
volatile. Future announcements of new technologies and changing policies and
regulations of the federal government and state governments and other external
factors, as well as potential fluctuations in the Company's financial results,
may have a significant impact on the price of the Common Stock in the future.


                                       10
<PAGE>

Effect of Series A Preferred Stock Private Placement on Holders of Common Stock
    


     The Company's Series A Preferred Stock has separate class voting rights as
to matters affecting such securities (which requires the consent or approval of
holders of 66 2/3% of the Series A Preferred Stock), and votes together with
the holders of Common Stock on all matters requiring stockholder approval on a
"as converted" basis, as though such shares of Series A Preferred Stock had
been converted into Common Stock on the record date used to determine Common
Stock entitled to vote on such transaction or matter. As a result, depending on
the applicable conversion rate of the Series A Preferred Stock on such record
date, each share of Series A Preferred Stock will be entitled to cast multiple
votes with respect to transactions or matters on which each share of Common
Stock may only cast one vote. In addition, in the event of a liquidation of the
Company, the holders of the Series A Preferred Stock would be entitled to
receive distributions in preference to the holders of the Common Stock.


Certain Anti-Takeover Provisions and Potential Adverse Effect on Market Price
of Securities from Issuance of Preferred Stock


     The Company's certificate of incorporation (the "Certificate of
Incorporation") and by-laws (the "By-Laws") contain certain provisions that
could have the effect of delaying or preventing a change of control of the
Company, which could limit the ability of security holders to dispose of their
Shares in such transactions. The Certificate of Incorporation authorizes the
Board of Directors to issue one or more series of preferred stock without
stockholder approval. Such preferred stock could have voting and conversion
rights that adversely affect the voting power of the holders of Common Stock,
or could result in one or more classes of outstanding securities that would
have dividend, liquidation or other rights superior to those of the Common
Stock. Issuance of such preferred stock may have an adverse effect on the then
prevailing market price of the Common Stock. Additionally, the Company is
subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law, which prohibits the Company from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. Section 203 could have the effect of delaying or preventing a change of
control of the Company.


Potential Adverse Effect on Market Price of Securities as a result of
Environmental Common Stock


     As of December 1, 1997, there were an aggregate of approximately
58,883,583 shares of common stock of Environmental issued and outstanding, of
which approximately 16,000,000 shares are publicly held. Environmental's common
stock trades in the Pink Sheets and is quoted on the OTCBB. On December 1,
1997, the closing price of such Environmental common stock was $0.59375 per
share. The prevailing per share trading price of Environmental common stock may
have a direct impact on the future trading price of the Common Stock,
especially since the approximately $35,000,000 market capitalization of
Environmental at December 1, 1997 is less than the approximately $37,000,000
market value of Environmental's interest in the Company. In addition, potential
negative developments affecting Environmental which may be unrelated to the
Company's business may adversely affect the market value of the Shares.


Limitations on Liability of Directors and Officers


     The Company's Certificate of Incorporation includes provisions to
eliminate, to the full extent permitted by the Delaware General Corporation Law
as in effect from time to time, the personal liability of directors of the
Company for monetary damages arising from a breach of their fiduciary duties as
directors. The Certificate of Incorporation also includes provisions to the
effect that (subject to certain exceptions) the Company shall, to the maximum
extent permitted from time to time under the laws of the State of Delaware,
indemnify, and upon request shall advance expenses to, any director or officer
to the extent that such indemnification and advancement of expenses is
permitted under such law, as it may from time to time be in effect. In
addition, the Company's By-Laws require the Company to indemnify, to the full
extent permitted by law, any director, officer, employee or agent of the
Company for acts which such person reasonably believes are not in violation of
the Company's corporate purposes as set forth in the Certificate of
Incorporation. As a result of such provisions in the Certificate of
Incorporation and the By-Laws, stockholders may be unable to recover damages
against the


                                       11
<PAGE>

directors and officers of the Company for actions taken by them which
constitute negligence, gross negligence or a violation of their fiduciary
duties, which may discourage or deter stockholders from suing directors,
officers, employees and agents of the Company for breaches of their duty of
care, even though such action, if successful, might otherwise benefit the
Company and its stockholders.


Forward-Looking Statements

     This Prospectus and the documents incorporated herein by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such forward-looking statements may be
deemed to include, among other things, statements related to anticipated
improvements in financial performance and management's long-term performance
goals, as well as statements relating to the Company's business and growth
strategies, including anticipated internal growth and plans to pursue
additional acquisitions of complementary (including competitive) business,
products or technologies. Actual results could differ materially from those
addressed in the forward-looking statements as a result of the factors
discussed in this "RISK FACTORS" section and elsewhere herein and in the
documents incorporated herein by reference.


                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale or other
disposition of the Shares by the Selling Stockholders hereunder.


                                       12
<PAGE>

                             SELLING STOCKHOLDERS

     This Prospectus may be used by certain officers, directors and controlling
stockholders of the Company for the resale to the public of Shares to be issued
to them upon exercise of options heretofore or hereafter granted under the
Plan. Such persons may be deemed to be in a control relationship with the
Company within the meaning of the Securities Act and the rules and regulations
of the Commission thereunder, and such Shares may be deemed to be "control
securities" within the meaning of General Instruction C to Form S-8. The
securities referred to in this paragraph may also be resold pursuant to Rule
144 under the Securities Act or in other transactions exempt from registration.
 

     The persons who may resell Shares pursuant to this Prospectus are referred
to in this Prospectus collectively as "Selling Stockholders." The following
table sets forth as to each Selling Stockholder: the name of the Selling
Stockholder; the nature of any position, office or other material relationship
with the Company or its affiliates within the past three (3) years; the number
of shares of Common Stock of the Company and the percentage of the outstanding
shares of such class owned as of December 1, 1997; the number of such shares
which may be sold hereby for the account of the Selling Stockholder; and the
number of such shares and percentage of the outstanding shares of such class
that will be owned by the Selling Stockholder, assuming the sale of all the
Shares offered hereby.




<TABLE>
<CAPTION>
                                           Shares of             Number of          Shares of
                                          Common Stock            Shares           Common Stock
                                         Owned Prior to          Which May         Owned After
                                          the Sale(1)                                the Sale
Name and                           --------------------------     Be Sold     ----------------------
Position/Relationship                Number       Percent(2)     Hereby(3)     Number     Percent(2)
--------------------------------   -----------   ------------   -----------   --------   -----------
<S>                                <C>           <C>            <C>           <C>        <C>
Paul E. Hannesson(4)   .........     400,000         1.8%         400,000        *            *
Edwin L. Harper(5).    .........     162,375          *           162,375        *            *
Michael D. Fullwood(6).   ......     125,000          *           125,000        *            *
Kenneth L. Adelman(7)  .........     217,500          *           217,500        *            *
Andrew P. Oddi(8)   ............      75,000          *            75,000        *            *
Herbert A. Cohen(9)    .........      67,500          *            67,500        *            *
David L. Mitchell(10)  .........      67,500          *            67,500        *            *
Ed L. Romero(11) ...............      67,500          *            67,500        *            *
Tom J. Fatjo, Jr.(12)  .........      67,500          *            67,500        *            *
C. Thomas McMillen(13) .........      67,500          *            67,500        *            *
Thomas E. Noel(14)  ............     250,000         1.1%         250,000        *            *
Carl O. Magnell(15)    .........     107,500          *           107,500        *            *
Rayburn Hanzlik (16)   .........      75,000          *            75,000        *            *
William E. Ingram (17) .........     150,000          *           150,000        *            *
Albert E. Abel (18)    .........     125,000          *           125,000        *            *
   Total   .....................   2,024,875         9.1%       2,024,875        *            *
</TABLE>

------------
 * Represents less than 1% of outstanding Common Stock.

 (1) Shares of Common Stock issued or issuable to the Selling Stockholders upon
     exercise of currently outstanding stock options or warrants, whether or
     not exercisable, are included.

 (2) Percentages based on 22,350,000 shares of Common Stock outstanding as of
     December 1, 1997.

 (3) Represents the aggregate number of Shares (subject to adjustment) issuable
     to the Selling Stockholder upon exercise of currently outstanding options
     granted under the Plan.

 (4) Mr. Hannesson has been a director of the Company since March 1996 and was
     appointed Chairman of the Board in November 1996. Mr. Hannesson also
     served as Chief Executive Officer of the Company from March to October
     1996 and as President from March to September 1996, and was re-appointed
     Chief Executive Officer on November 18, 1996 and President on May 1, 1997.
     Mr. Hannesson has been a director of Environmental since February 1993 and
     was appointed its Chairman of the Board and Chief Executive Officer in
     November 1996. Mr. Hannesson also served as President of Environmental
     from February 1993 to July 1996 and was re-appointed President on May 1,
     1997. Mr. Hannesson also currently serves as


                                       13
<PAGE>

     the Chairman of the Board and Chief Executive Officer of Separation,
     Solution and CFC. Mr. Hannesson also serves as Chairman of the Board of
     Lanxide Corporation ("Lanxide"), a research and development company
     developing metal and ceramic materials. Lanxide is affiliated with the
     Company by significant common ownership.

 (5) Dr. Harper served as President and Chief Operating Officer of both the
     Company and Environmental from November 1, 1996 to April 1997, and has
     served as Vice Chairman of the Company and Environmental since that date.
     Dr. Harper served as Chairman of the Board and Chief Executive Officer of
     Separation, Solution and CFC from January to April 1997, and has served as
     Vice Chairman of all such companies since that date. Dr. Harper also
     serves as a private consultant to the Company, Environmental, Solution,
     Separation and CFC.

 (6) Mr. Fullwood was appointed Senior Vice President, Chief Financial and
     Administrative Officer, Secretary and General Counsel of the Company,
     Environmental, Solution, Separation and CFC effective May 12, 1997. Mr.
     Fullwood was elected a director of Lanxide and was appointed Senior Vice
     President, Chief Financial and Administrative Officer and General Counsel
     of Lanxide on July 7, 1997.

 (7) Dr. Adelman has served as a director of the Company and Environmental
     since July 1996 and was appointed Executive Vice President, Marketing and
     International Development of the Company as of May 1, 1997. Dr. Adelman
     also joined the Board of Directors of Separation in April 1997.

 (8) Mr. Oddi was appointed Vice President and Treasurer of the Company,
     Environmental, Separation, Solution and CFC effective May 12, 1997. Mr.
     Oddi served as the Vice President of Finance, Chief Financial Officer and
     Secretary of the Company from March to November 1996. Mr. Oddi also served
     as Vice President of Finance & Administration and Chief Financial Officer
     of Environmental from 1987 to April 1997, and served as the Vice
     President--Finance of Separation from September 1996 to April 1997.

 (9)  Mr. Cohen has served as a director of the Company and Environmental since
     July 1996.

(10) Mr. Mitchell has served as a director of the Company and Environmental
     since July 1996 and as a director of Separation since April 1997.

(11) Mr. Romero has served as a director of the Company since October 1996.

(12) Mr. Fatjo has served as a director of the Company since November 1996.

(13) Mr. McMillen served as a director of the Company from July 1996 to
     November 1997.

(14) Mr. Noel has served as a director of the Company since October 1996 and
     served as the Company's President and Chief Executive Officer from October
     to November 17, 1996. Mr. Noel was appointed President and Chief Operating
     Officer of Solution effective December 1, 1996.

(15) Mr. Magnell has served as a Vice President of the Company since June 1996
     and served as a Vice President of Environmental from September 1995 to
     June 1996.

(16) Mr. Hanzlik has served as a Vice President of the Company since January
     1997 and served as General Counsel, Chief Administrative Officer and
     Secretary of the Company from January to April 1997. Mr. Hanzlik also
     served as Vice President, General Counsel and Secretary of Environmental,
     Solution, Separation and CFC from January to April 1997.

(17) Mr. Ingram served as the Company's Vice President and Controller from
     October 1996 to March 1997, as its Vice President, Finance from March to
     April 1997, and was reappointed Vice President and Controller effective
     May 1, 1997. Mr. Ingram was also appointed Vice President and Controller
     of Environmental, Separation, Solution and CFC effective May 1, 1997.

(18) Mr. Abel has served as a Vice President of the Company since March 1996.

     The Company does not know whether any of the Selling Stockholders will use
this Prospectus in connection with the offer or sale of any Shares, or, if this
Prospectus is so used, how many Shares will be offered or sold. The information
set forth in this section may be updated by the Company by use of supplements
to this Prospectus issued subsequent to the date hereof.


                                       14
<PAGE>

                             PLAN OF DISTRIBUTION

     The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) in AMEX, in the over-the-counter market, in transactions
independent of AMEX or the over-the-counter market, in separately negotiated
transactions, or in a combination of such transactions. Such sales may be made
either at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to prevailing market prices or at negotiated
prices. Some or all of the Shares may be sold through brokers acting on behalf
of the Selling Stockholders or to dealers for resale by such dealers, and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts or commissions from the Selling Stockholders and/or the
purchasers of such Shares for whom they may act as broker or agent (which
discounts or commissions may be less than, or in excess of, those customary in
the types of transactions involved). In addition, any Shares covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.

     The Selling Stockholders and any dealer participating in the distribution
of any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

     Any broker or dealer participating in any distribution of Shares in
connection with this offering may be deemed to be an "underwriter" within the
meaning of the Securities Act, and if so deemed will be required to deliver a
copy of this Prospectus, including a Prospectus Supplement, if required, to any
person who purchases any of the Shares from or through such broker or dealer.

     The Company will inform the Selling Stockholders that the
anti-manipulation rules under the Exchange Act may apply to sales in the market
and will furnish the Selling Stockholders upon request with a copy of such
rules. The Company will also inform the Selling Stockholders of the need for
delivery of copies of this Prospectus.

     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of
Shares through a block trade, special offering or secondary distribution, or a
purchase by a broker or dealer, a supplement to this Prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (a)
the name of each such Selling Stockholder and of the participating broker or
dealer, (b) the number of Shares involved, (c) the price at which such Shares
were sold, (d) the commissions paid or the discounts or concessions allowed to
such broker or dealer, where applicable, (e) that such broker or dealer did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, and (f) other facts material to the transaction.

     In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold only through registered or licensed brokers
or dealers.

     All expenses incurred in connection with the registration of the Shares
are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. There is no assurance that any of the Selling Stockholders
will sell any or all of the Shares offered hereby.


                                       15
<PAGE>

                                 LEGAL MATTERS

     The validity of the Common Stock offered hereby will be passed upon for
the Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, New York, New
York ("Greenberg Traurig"). Stephen A. Weiss, a shareholder of Greenberg
Traurig, holds options to purchase 275,000 shares of Environmental common
stock.


                                    EXPERTS

     The consolidated financial statements incorporated in this Prospectus by
reference, except as they relate to the unaudited nine-month periods ended
September 30, 1997 and 1996, have been audited by various independent
accountants. The periods covered by these audits are indicated in the
individual accountants' reports. Such financial statements have been so
incorporated in reliance on the reports of the various independent accountants
given on the authority of such firms as experts in auditing and accounting.


                                       16
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained in this Prospectus in
connection with this offering, and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company or any other person. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to or solicitation of any
person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus at any time nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein contained is correct as of any time subsequent to the date
of this Prospectus.





                 --------------------------------------------
                               TABLE OF CONTENTS



                                         Page
                                        -----
Available Information ...............     2
Incorporation of Certain Documents by
   Reference ........................     3
The Company  ........................     4
Risk Factors ........................     5
Use of Proceeds .....................    12
Selling Stockholders  ...............    13
Plan of Distribution  ...............    15
Legal Matters   .....................    16
Experts   ...........................    16

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                               2,024,875 Shares







                                   COMMODORE
                                    APPLIED
                              TECHNOLOGIES, INC.




                                 Common Stock




                 --------------------------------------------
                                  PROSPECTUS
                 --------------------------------------------
                               December 5, 1997




--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
<PAGE>

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The Company hereby incorporates by reference into this Registration
Statement the following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") (File No. 1-11871)
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, June 30, and September 30, 1997;

     (c)  The Company's Current Report on Form 8-K, dated January 22, 1997;

     (d)  Amendment No. 1 on Form 8-K/A to the Company's Current Report on
          Form 8-K, dated January 22, 1997;

     (e)  The Company's Current Report on Form 8-K, dated August 15, 1997;

     (f)  The Company's definitive Proxy Statement, dated May 28, 1997, filed
          in connection with the Company's 1997 Annual Meeting of Stockholders
          held on June 17, 1997; and

     (g)  The description of the Company's Common Stock contained in its
          Registration Statement on Form 8-A, dated June 24, 1996, as amended
          by the Company's Registration Statement on Form 8-A/A, dated June
          26, 1996, including any other amendment or report filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Company 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 this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


Item 4. Description of Securities.

     Not applicable.


Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock to which this Registration Statement
relates will be passed upon for the Company by Greenberg Traurig Hoffman Lipoff
Rosen & Quentel, New York, New York ("Greenberg Traurig"). Stephen A. Weiss, a
shareholder of Greenberg Traurig, holds options to purchase 275,000 shares of
common stock of Commodore Environmental Services, Inc., the Company's parent.


Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses,


                                      II-1
<PAGE>

judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no cause to believe his or her
conduct was unlawful.

     Section 145(b) of the General Corporation Law provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person acted in any of the capacities set forth above,
against expenses actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted under
similar standards as set forth above, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.

     Section 145 of the General Corporation Law further provides that to the
extent a director or officer of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and that the corporation may
purchase and maintain insurance on behalf of such person against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under such
Section 145.

     Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders may eliminate or limit personal
liability of members of its board of directors or governing body for monetary
damages for breach of a director's fiduciary duty. However, no such provision
may eliminate or limit the liability of a director for breaching his or her
duty of loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying a dividend or approving a stock
repurchase or redemption which was illegal, or obtaining an improper personal
benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Certificate of Incorporation contains such a provision.

     Article Thirteenth of the Company's Certificate of Incorporation
eliminates the personal liability of directors and/or officers to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director; provided that such elimination of the personal liability of a
director and/or officer of the Company does not apply to (i) any breach of such
person's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) actions prohibited under Section 174 of the
General Corporation Law (i.e., liabilities imposed upon directors who vote for
or assent to the unlawful payment of dividends, unlawful repurchases or
redemption of stock, unlawful distribution of assets of the Company to the
stockholders without the prior payment or discharge of the Company's debts or
obligations, or unlawful making or guaranteeing of loans to directors and/or
officers), or (iv) any transaction from which the director derived an improper
personal benefit. In addition, Article Fourteenth of the Company's Certificate
of Incorporation and Article VI of the Company's By-Laws provide that the
Company shall indemnify its corporate personnel, directors and officers to the
fullest extent permitted by the General Corporation Law, as amended from time
to time.

     The Company has in force a combined insurance policy with its affiliates
under which its directors and officers are insured (with limits of $20 million
per occurrence and $20 million in the aggregate) against certain expenses in
connection with the defense of such actions, suits or proceedings to which they
are parties by reason of being or having been directors or officers of the
Company.

     The Company and its officers, directors and other persons are entitled to
be indemnified under certain circumstances for certain securities law
violations in accordance with the provisions of an underwriting agreement dated
June 28, 1996, by and among the Company, Bentley J. Blum and National
Securities Corporation, as representative of the several underwriters.


                                      II-2
<PAGE>

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed 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.


Item 7. Exemption from Registration Claimed.


     Not applicable.


Item 8. Exhibits.



<TABLE>
<CAPTION>
  Exhibit
  Number                                              Description
-----------  ---------------------------------------------------------------------------------------------
<S>          <C>
      4.1    Specimen Form of Common Stock Certificate.(1)
      *4.2   Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option Plan.
      *5.1   Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
     *23.1   Consent of Tanner + Co.
     *23.2   Consent of Price Waterhouse LLP.
     *23.3   Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel (contained in Exhibit 5.1).
     *25.1   Power of Attorney (included as part of the signature page to this Registration Statement and
             incorporated herein by reference).
</TABLE>

------------
* Filed herewith electronically.


(1) Incorporated herein by reference. Filed as an exhibit to the Company's
Registration Statement on Form S-1, Registration No. 333-4396, filed with the
Commission on May 2, 1996.


Item 9. Undertakings.


     (a) The Company 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 this 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 this 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 this Registration
          Statement or any material change to such information in this
          Registration Statement;


               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          shall not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed by the Company pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in this Registration Statement.


                                      II-3
<PAGE>

          (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the annual report of the employee benefit plans
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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.


                                      II-4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 New York, State of New York, on December 2,
1997.


                                     COMMODORE APPLIED TECHNOLOGIES, INC.



                                     By: /s/ Paul E. Hannesson
                                       --------------------------------------
                                        Paul E. Hannesson
                                        Chairman of the Board, President
                                        and Chief Executive Officer

                               ----------------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul E. Hannesson and Michael D. Fullwood, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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




<TABLE>
<CAPTION>
          Signature                                Capacity                           Date
------------------------------  ----------------------------------------------  -----------------
<S>                             <C>                                             <C>
      /s/ Paul E. Hannesson     Chairman of the Board, President                December 2, 1997
 ---------------------------    and Chief Executive Officer
         Paul E. Hannesson      (principal executive officer)

     /s/ Michael D. Fullwood    Senior Vice President, Chief Financial and      December 2, 1997
 ---------------------------    Administrative Officer, Secretary and General
        Michael D. Fullwood     Counsel (principal financial and
                                accounting officer)

       /s/ Edwin L. Harper      Vice Chairman                                   December 2, 1997
 ---------------------------
      Edwin L. Harper, Ph.D.

        /s/ Bentley J. Blum     Director                                        December 2, 1997
 ---------------------------
           Bentley J. Blum

     /s/ Kenneth L. Adelman     Director                                        December 2, 1997
 ---------------------------
     Kenneth L. Adelman, Ph.D.

       /s/ Herbert A. Cohen     Director                                        December 2, 1997
 ---------------------------
          Herbert A. Cohen

      /s/ David L. Mitchell     Director                                        December 2, 1997
 ---------------------------
        David L. Mitchell
</TABLE>

                                      II-5




<PAGE>

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
 Exhibit
  Number                                              Description
----------   ---------------------------------------------------------------------------------------------
<S>          <C>
    4.1      Specimen Form of Common Stock Certificate.(1)
   *4.2      Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option Plan.
   *5.1      Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
   *23.1     Consent of Tanner + Co.
   *23.2     Consent of Price Waterhouse LLP.
   *23.3     Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel (contained in Exhibit 5.1).
   *25.1     Power of Attorney (included as part of the signature page to this Registration Statement and
             incorporated herein by reference).
</TABLE>

------------
* Filed herewith electronically.

(1) Incorporated herein by reference. Filed as an exhibit to the Company's
    Registration Statement on Form S-1, Registration No. 333-4396, filed with
    the Commission on May 2, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 96369}]
{"company-data": {"conformed-name": "COMMODORE APPLIED TECHNOLOGIES INC", "cik": "0001013556", "assigned-sic": "4955", "irs-number": "113312952", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41643", "film-number": "97733453"}, "business-address": {"street1": "150 EAST 58TH STE 3400", "city": "NEW YORK", "state": "NY", "zip": "10155", "phone": "2123085800"}, "mail-address": {"street1": "150 EAST 58TH STREET", "street2": "SUITE 3400", "city": "NEW YORK", "state": "NY", "zip": "10155"}}
As filed with the Securities and Exchange Commission on December 5, 1997
                                                         Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ---------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ---------------------
                     COMMODORE APPLIED TECHNOLOGIES, INC.
              (Exact name of issuer as specified in its charter)
           Delaware                                          11-3312952
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)
                             
  150 East 58th Street, Suite 3400                             10155
        New York, New York                                   (Zip Code)
(Address of Principal Executive Offices)
                    
Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option
                                     Plan
                           (Full title of the plan)

                               PAUL E. HANNESSON
         Chairman of the Board, President and Chief Executive Officer
                     Commodore Applied Technologies, Inc.
                       150 East 58th Street, Suite 3400
                           New York, New York 10155
                    (Name and address of agent for service)

                                (212) 308-5800
         (Telephone number, including area code, of agent for service)

                         Copies of communications to:

                            STEPHEN A. WEISS, ESQ.
                           ANTHONY J. MARSICO, ESQ.
                           Greenberg Traurig Hoffman
                            Lipoff Rosen & Quentel
                             153 East 53rd Street
                           New York, New York 10022
                              Tel: (212) 801-9200
                              Fax: (212) 223-7161

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed          Proposed
                                                    Amount              maximum           maximum         Amount of
                 Title of                            to be           offering price      aggregate       registration
        securities to be registered              registered(1)         per share       offering price        fee
Common Stock, par value $.001 per share   .  2,862,375 shares(2)       $6.25(3)       $17,889,843.75     $5,277.51
Common Stock, par value $.001 per share   .  1,137,625 shares(4)       $2.16(5)       $ 2,457,270.00     $  724.89
TOTAL:    .................................  4,000,000 shares                         $20,347,113.75     $6,002.40
--------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), the number of shares of Common Stock being
    registered shall be adjusted to include any additional shares which may
    become issuable as a result of stock splits, stock dividends, or similar
    transactions in accordance with the anti-dilution provisions of the
    Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock
    Option Plan (the "Plan").

(2) Represents the aggregate number of shares issuable upon exercise of
    currently outstanding options granted under the Plan.

(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, solely for the purpose of calculating the total registration
    fee. Represents the weighted average exercise price (rounded to the
    nearest cent) at which the shares will be issued.

(4) Represents the aggregate number of shares underlying options presently
    available for issuance under the Plan.

(5) Computed in accordance with Rules 457(c) and (h) under the Securities Act
    of 1933, as amended, solely for the purpose of calculating the total
    registration fee. Represents the average of the high and low prices
    (rounded to the nearest cent) of the Common Stock as reported on the
    American Stock Exchange on December 1, 1997, because the exercise price at
    which the shares will be issued in the future is not currently
    determinable.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission either as part of this Registration Statement, or as a
prospectus or prospectus supplement pursuant to Rule 424. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

     The following reoffer prospectus filed as part of the Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and, pursuant to General Instruction C of Form S-8, may be used by
certain officers, directors and controlling stockholders of the Company for
the resale to the public of shares of common stock, par value $.001 per share
(the "Common Stock"), of Commodore Applied Technologies, Inc. (the "Company")
to be issued to them upon exercise of options heretofore or hereafter granted
under the Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock
Option Plan. Such persons may be deemed to be in a control relationship with
the Company within the meaning of the Securities Act and the rules and
regulations of the Commission promulgated thereunder, and such shares of Common
Stock may be deemed to be "control securities" within the meaning of General
Instruction C to Form S-8.

                                      I-1
PROSPECTUS

                               2,024,875 Shares

                     Commodore Applied Technologies, Inc.

                                 Common Stock
                            ---------------------
     This Prospectus relates to 2,024,875 shares of common stock, par value
$.001 per share (the "Common Stock"), of Commodore Applied Technologies, Inc.,
a Delaware corporation (the "Company"), which may be offered and sold from time
to time pursuant to this Prospectus (the "Shares") by the persons named in this
Prospectus as "Selling Stockholders" (the "Selling Stockholders"). The Selling
Stockholders will acquire the Shares upon exercise of options granted under the
Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option
Plan (the "Plan"). See "SELLING STOCKHOLDERS."

     The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) on the American Stock Exchange ("AMEX"), in the over-the-counter
market, in transactions independent of AMEX or the over-the-counter market, in
separately negotiated transactions, or in a combination of such transactions.
Such sales may be made either at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices. Some or all of the Shares may be sold through
brokers acting on behalf of the Selling Stockholders or to dealers for resale
by such dealers, and in connection with such sales, such brokers or dealers may
receive compensation in the form of discounts or commissions from the Selling
Stockholders and/or the purchasers of such Shares for whom they may act as
broker or agent (which discounts or commissions may be less than, or in excess
of, those customary in the types of transactions involved). In addition, any
Shares covered by this Prospectus that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus. See "PLAN OF DISTRIBUTION."

     The Shares will be sold, or otherwise disposed of, for the account of the
Selling Stockholders, and the Company will not be entitled to any of the
proceeds from such sales or dispositions. See "USE OF PROCEEDS." All expenses
incurred in connection with the registration of the Shares are being borne by
the Company, but all brokerage commissions and other expenses incurred by
individual Selling Stockholders will be borne by each such Selling Stockholder.
See "PLAN OF DISTRIBUTION."

     The Selling Stockholders and any dealer participating in the distribution
of any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act. See "PLAN OF DISTRIBUTION."

     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of
Shares through a block trade, special offering or secondary distribution, or a
purchase by a broker or dealer, a supplement to this Prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (a)
the name of each such Selling Stockholder and of the participating broker or
dealer, (b) the number of Shares involved, (c) the price at which such Shares
were sold, (d) the commissions paid or the discounts or concessions allowed to
such broker or dealer, where applicable, (e) that such broker or dealer did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, and (f) other facts material to the transaction.
See "PLAN OF DISTRIBUTION."

     There is no assurance that any of the Selling Stockholders will sell any
or all of the Shares. The Company's Common Stock is currently traded on AMEX
under the symbol "CXI". On December 1, 1997, the last reported sale price of
the Common Stock on AMEX was $2.5625 per share. Prospective investors are urged
to obtain a current price quotation.

     THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

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

                The date of this Prospectus is December 5, 1997.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED HEREIN BY REFERENCE MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF.

                            ---------------------
                             AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed with the Commission, as well as the
Registration Statement (as defined below) of which this Prospectus is a part,
may be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60601-2511. Copies of such material also can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Also, the
Company files such reports, proxy statements and other information with the
Commission pursuant to the Commission's EDGAR system. The Commission maintains
a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
pursuant to the EDGAR system. The address of the Commission's web site is
"http://www.sec.gov".

     The Common Stock is traded on AMEX under the symbol "CXI". Reports, proxy
statements and other information concerning the Company can also be inspected
at the offices of AMEX located at 86 Trinity Place, New York, New York 10006.

     This Prospectus constitutes a part of a Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on December 5, 1997 with
the Commission under the Securities Act. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and incorporates by reference certain
additional information. Such additional information can be inspected at and
obtained from the Commission in the manner set forth above. Statements
contained in this Prospectus or in any document incorporated herein by
reference as to the terms of any contract or other document referred to herein
or therein are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.

                                       2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by the Company with the
Commission (File No. 1-11871) under the Exchange Act are incorporated herein by
reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, June 30, and September 30, 1997;

     (c) The Company's Current Report on Form 8-K, dated January 22, 1997;

     (d)  Amendment No. 1 on Form 8-K/A to the Company's Current Report on
          Form 8-K, dated January 22, 1997;

     (e)  The Company's Current Report on Form 8-K, dated August 15, 1997;

     (f)  The Company's definitive Proxy Statement, dated May 28, 1997, filed
          in connection with the Company's 1997 Annual Meeting of Stockholders
          held on June 17, 1997; and

     (g)  The description of the Company's Common Stock contained in its
          Registration Statement on Form 8-A, dated June 24, 1996, as amended
          by the Company's Registration Statement on Form 8-A/A, dated June
          26, 1996, including any other amendment or report filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Company 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 which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including the notes thereto) appearing in
the documents incorporated herein by reference, except to the extent set forth
in the immediately preceding sentence.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of the Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference herein), as well as other documents required to be delivered to
employees pursuant to Rule 428(b), will be provided without charge to each
person (including any beneficial owner) to whom this Prospectus is delivered
upon the written or oral request of such person. Requests should be made to:

                     Commodore Applied Technologies, Inc.
                       150 East 58th Street, Suite 3400
                           New York, New York 10155
                        Attention: Michael D. Fullwood
                           Telephone: (212) 308-5800

                                       3
THE COMPANY

     The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information appearing
elsewhere in this Prospectus or incorporated herein by reference. Investors
should also carefully consider the information set forth under the heading
"RISK FACTORS." As used herein, the term "Company" refers to Commodore Applied
Technologies, Inc. and its subsidiaries.

     The Company is primarily engaged in (i) the development and
commercialization of a variety of environmental technologies for the
destruction of hazardous materials, (ii) providing environmental, technical and
remediation services, and (iii) the separation and recovery of metals, organics
and other chemical compounds.

o Decontamination and Neutralization of Hazardous Materials. Commodore Solution
  Technologies, Inc. ("Solution"), a wholly owned subsidiary of the Company,
  uses a patented non-thermal, portable and scalable process known as SET(TM)
  for treating and decontaminating soils and other materials and surfaces
  containing PCBs, pesticides, dioxins and other toxic contaminants to an
  extent sufficient to satisfy current federal environmental guidelines. Based
  on the results of laboratory testing, SET(TM) also appears capable of
  neutralizing substantially all known chemical weapons materials and warfare
  agents.

o CFC Destruction, Separation and Recycling. Commodore CFC Technologies, Inc.
  ("CFC"), a wholly owned subsidiary of the Company, is applying certain
  environmental technologies to the destruction, separation and recycling of
  CFCs and other ozone-depleting substances.

o Environmental, Technical and Remediation Services. Advanced Sciences, Inc.
  ("ASI"), a wholly owned subsidiary of Solution, provides a full range of
  environmental, technical and remediation services, including identification,
  investigation, remediation and management of hazardous and mixed waste
  sites, to government agencies, including the U.S. Department of Energy and
  Department of Defense, and to private-sector domestic and foreign industrial
  clients.

o Separation and Recovery Technology. Commodore Separation Technologies, Inc.
  ("Separation"), an 87% owned subsidiary of the Company, has developed and
  intends to commercialize its separation technology and recovery system known
  as SLiM(TM) (Supported Liquid Membrane technology). Based on the results of
  more than 100 laboratory and other tests to date, the Company believes that
  SLiM(TM) can separate and recover solubilized metals (e.g., chromium,
  cadmium, silver, mercury, platinum, lead, zinc and nickel), radionuclides,
  gas, organics and biochemicals.

     The Company believes that its chemical processes and technologies offer a
safe, efficient and cost-effective alternative to traditional methods for the
separation, destruction and disposal of toxic substances, which can be utilized
in a wide variety of industrial, military and other applications. The Company
is currently in the process of introducing these processes and technologies on
a commercial scale. In July 1996, the Company completed an initial public
offering of its equity securities from which it received net proceeds of
approximately $30.5 million (the "Initial Public Offering"). In April 1997,
Separation completed an initial public offering of its equity securities from
which it received net proceeds of approximately $11.1 million.

     The Company was incorporated in the State of Delaware in March 1996, and
is a 65% owned subsidiary of Commodore Environmental Services, Inc., a Delaware
corporation ("Environmental"). The principal executive offices of the Company
are located at 150 East 58th Street, Suite 3400, New York, New York 10155, and
its telephone number is (212) 308-5800.

                                       4
RISK FACTORS

     The securities offered hereby are highly speculative in nature and involve
a high degree of risk. Prior to making an investment decision, prospective
investors in the Shares offered hereby should give careful consideration to the
information set forth in this Prospectus or incorporated herein by reference
and, in particular, should evaluate the risk factors set forth below.

Limited Operating History; History of Losses; Future Losses; Initial
Commercialization Stage

     The Company's limited operating history has consisted primarily of
development of SET(TM) and remediation equipment, conducting laboratory tests,
and planning on-site tests and demonstrations. The Company is subject to all of
the business risks associated with a new enterprise, including, but not limited
to, risks of unforeseen capital requirements, failure of market acceptance,
failure to establish business relationships, and competitive disadvantages as
against larger and more established companies. For the fiscal year ended
December 31, 1996, the Company had total revenues of $5,123,000 and a net loss
of $5,643,000, compared to total revenues of $0 and a net loss of $3,856,000
for the fiscal year ended December 31, 1995. For the nine months ended
September 30, 1997, the Company had total revenues of $15,717,000 and a net
loss of $11,038,000, compared to total revenues of $36,000 and a net loss of
$3,133,000 for the nine months ended September 30, 1996. At December 31, 1996,
the Company had stockholders' equity of $20,076,000, and working capital of
$8,991,000, compared to an accumulated stockholders' deficit of $8,542,000 and
a working capital deficit of $9,200,000 at December 31, 1995. At September 30,
1997, the Company had stockholders' equity of $16,412,000, and working capital
of $14,382,000.

     The Company anticipates that it will continue to incur significant
operating losses through 1997 and may incur additional losses thereafter,
depending upon its ability to consummate collaborative working arrangements or
licenses with third parties and the operation and financial success of any
environmental projects which the Company and its potential working partners may
be awarded. Other than revenues generated by ASI, which the Company acquired
effective October 1, 1996, the Company has generated nominal revenues to date,
and there can be no assurance as to whether or when it will generate material
revenues or achieve profitable operations.

SET(TM) and SLiM(TM) Unproven on Large-Scale Commercial Basis

     SET(TM) and SLiM(TM) have never been utilized on a large-scale basis, and
there can be no assurance that such technologies will perform successfully on a
large-scale commercial basis or that they will be profitable to the Company.
The Company has never utilized SET(TM) and SLiM(TM) under the conditions and in
the volumes that will be required to be profitable and cannot predict all of
the difficulties that may arise. In addition, most of the results of the tests
conducted by the Company on SET(TM) and SLiM(TM) have not been verified by an
independent testing laboratory. Thus, it is possible that the Company's SET(TM)
and SLiM(TM) technologies may require further research, development, design and
testing, as well as regulatory clearances, prior to larger-scale
commercialization. Additionally, the Company's ability to operate its business
successfully will depend on a variety of factors, many of which are outside the
Company's control, including competition, cost and availability of supplies,
changes in governmental initiatives and requirements, changes in EPA and other
regulatory requirements, and the costs associated with equipment repair and
maintenance.

No Assurance of Collaborative Agreements, Licenses or Project Contracts

     The Company's business strategy is based upon entering into collaborative
joint working arrangements with established engineering and environmental
companies, or formal joint venture agreements relative to the application of
SET(TM) and SLiM(TM) as enabling technologies for specified industries or
markets. To date, only ASI and its collaborative joint working partners have
been awarded material project contracts. There can be no assurance that the
Company will enter into any definitive joint project arrangements or joint
venture collaborative agreements with its prospective working partners or
others, or that such agreements, if entered into, will be on terms and
conditions that are sufficiently attractive to the Company to enable it to
generate profits. In the event the Company is unable to enter into commercially
attractive collaborative working arrangements for one or more

                                       5
commercial or industrial remediation projects, in order to produce revenues for
the Company, it may be necessary to license SET(TM) and/or SLiM(TM) to
unaffiliated third parties. There is no assurance that the Company will be able
to enter into such license arrangements or that such licenses will produce any
income to the Company. Even if the Company is able to complete additional joint
working arrangements, there is no assurance that the Company and its working
partners will be awarded contracts to perform decontamination or remediation
projects. Even if such contracts are awarded, there is no assurance that these
contracts will be profitable to the Company. In addition, any project contract
which may be awarded to the Company and/or any of its joint working partners
may be curtailed, delayed, redirected or eliminated at any time. Problems
experienced on any specific project, or delays in the implementation and
funding of projects, could materially adversely affect the Company's business
and financial condition.

Uncertainty of Market Acceptance

     Many prospective users of SET(TM) have already committed substantial
resources to other forms of environmental remediation technology, including
incineration, plasma arc, vitrification, molten metal, molten salt, chemical
neutralization, catalytic electrochemical oxidation and supercritical wet
oxidation. In addition, many prospective users of SLiM(TM) have committed
substantial resources to other forms of process stream treatments or
technologies. The Company's growth and future financial performance will depend
on demonstrating to prospective collaborative partners and users the advantages
of SET(TM), SLiM(TM) and the Company's other environmental technologies over
alternative technologies. There can be no assurance that the Company and its
prospective collaborative partners will be successful in this effort.
Furthermore, it is possible that competing alternatives may be perceived to
have, or may actually have, certain advantages over SET(TM), SLiM(TM) and/or
the Company's other environmental technologies for certain industries or
applications.

Risk of Environmental Liability

     The Company's operations, as well as the use of the specialized technical
equipment by its customers, are subject to numerous federal, state and local
regulations relating to the storage, handling, emission and transportation of
certain regulated materials. There is always the risk that such materials might
be mishandled, or that there might be equipment or technology failures, which
could result in significant claims against the Company. Any such claims against
the Company could materially adversely affect the Company's business, financial
condition and results of operations.

     As SET(TM), SLiM(TM) and the Company's other environmental technologies
are commercialized, the Company may be required to obtain environmental
liability insurance in the future in amounts greater than those it currently
maintains. There can be no assurance that such insurance will provide coverage
against all claims, and claims may be made against the Company (even if covered
by the Company's insurance policy) for amounts substantially in excess of
applicable policy limits. Any such event could have a material adverse effect
on the Company's business, financial condition and results of operations.

Potential Need for Additional Financing

     In July 1996, the Company completed the Initial Public Offering, from
which it received net proceeds of approximately $30.5 million. In April 1997,
Separation completed an initial public offering of its equity securities, from
which it received net proceeds of approximately $11.1 million. In August and
September 1997, the Company completed a private placement of 18,000 shares of
its Series A Preferred Stock and 600,000 shares of Common Stock, respectively,
from which the Company received gross proceeds of approximately $1.8 million
and $2.2 million, respectively. In addition, in August 1997, the Company
received a $4.0 million loan from Environmental.

     Prior to such financings, financing for all of the Company's activities
had been provided in the form of direct equity investments and loans by
Environmental. The Company's future capital requirements will depend on certain
factors, many of which are not within the Company's control. These include the
ongoing development and testing of SET(TM), SLiM(TM) and the Company's other
environmental technologies; the nature and timing of remediation and clean-up
projects and permits required; and the availability of financing.

                                       6
In the environmental remediation market, the Company may not be able to
enter into favorable business collaborations and might thus be required to bid
upon projects for its own account. If such bids were successful, the Company
would be required to make significant expenditures on personnel and capital
equipment which would require significant financing in amounts substantially in
excess of the net proceeds of the above financings. In addition, the Company's
lack of operational experience and limited capital resources could make it
difficult, if not highly unlikely, to successfully bid on major reclamation or
clean-up projects. In such event, the Company's business development could be
limited to remediation of smaller commercial and industrial sites with
significantly lower potential for profit.

     In addition, the expansion of the Company's business will require the
commitment of significant capital resources toward the hiring of technical and
operational support personnel, the development of a manufacturing and testing
facility for SET(TM) and SLiM(TM) equipment, and the building of equipment to
be used both for on-site test demonstrations and the remediation of
contaminated elements. In the event the Company is presented with one or more
significant reclamation or clean-up projects, individually or in conjunction
with collaborative working partners, it may require additional capital to take
advantage of such opportunities. There can be no assurance that such financing
will be available or, if available, that it will be on favorable terms. If
adequate financing is not available, the Company may be required to delay,
scale back or eliminate certain of its research and development programs, to
relinquish rights to certain of its technologies, or to license third parties
to commercialize technologies that the Company would otherwise seek to develop
itself.

Competition and Technological Alternatives

     The Company anticipates that the primary markets for its technologies will
be for hazardous and toxic waste and industrial by-products treatment and
disposal, the destruction or neutralization of chemical weapons materials and
warfare agents, and the concentration of radioactive wastes. The Company has
had limited experience in marketing its technologies and has a small sales and
marketing organization, whereas other participants in both the private and
public sectors include several large domestic and international companies and
numerous small companies, many of whom have substantially greater financial and
other resources and more manufacturing, marketing and sales experience than the
Company. Any one or more of the Company's competitors or other enterprises not
presently known to the Company may develop technologies which are superior to
SET(TM), SLiM(TM) or other technologies utilized by the Company. To the extent
that the Company's competitors are able to offer more cost-effective
remediation alternatives, the Company's ability to compete could be materially
and adversely affected.

Unpredictability of Patent Protection and Proprietary Technology

     The Company has seven United States patents which issued between 1987 and
1996, and which relate to SET(TM), electrochemistry of halogenated organic
compounds, separation and destruction of CFCs and decontamination of soils
containing mercury and radioactive metals. The Company also has one Canadian
patent relating to its SET(TM) technology. The Company has filed five
additional United States patent applications relating to separation and
destruction of CFCs and removal of heavy metals from soil. In November 1995,
the Company filed a provisional patent application relating to the destruction
of chemical warfare agents. On September 15, 1997, Separation filed two United
States continuation-in-part ("CIP") provisional patent applications and, on
September 16, 1997, filed one international patent application covering the
principal features of its SLiM(TM) technology. One of the CIP provisional
patent applications covers the joint inventions of Srinivas Kilambi, Ph.D.,
Separation's Senior Vice President-Technology, and Lockheed Martin. The other
CIP provisional patent application and the international patent application
cover the sole inventions of Dr. Kilambi.

     The Company's success depends, in part, on its ability to obtain
additional patents, protect the patents which it owns, maintain trade secrecy
protection and operate without infringing on the proprietary rights of third
parties. The patents currently owned by the Company are improvement patents
which are more difficult to monitor for infringement than those that would be
contained in a patent covering a pioneering invention or technology. There can
be no assurance that any of the Company's pending patent applications will be
approved, that the Company will develop additional proprietary technology that
is patentable, that any patents issued to the Company will provide the Company
with competitive advantages or will not be challenged by third parties or that

                                       7
the patents of others will not have an adverse effect on the Company's ability
to conduct its business. Furthermore, there can be no assurance that others
will not independently develop similar or superior technologies, duplicate any
elements of SET(TM), SLiM(TM) or the Company's other technologies, or design
around such technologies. It is possible that the Company may need to acquire
licenses to, or to contest the validity of, issued or pending patents of third
parties. There can be no assurance that any license acquired under such patents
would be made available to the Company on acceptable terms, if at all, or that
the Company would prevail in any such contest. In addition, the Company could
incur substantial costs in defending itself in suits brought against the
Company for alleged infringement of another party's patents or in defending the
validity or enforceability of the Company's patents, or in bringing patent
infringement suits against other parties based on the Company's patents.

     In addition to patent protection, the Company also relies on trade
secrets, proprietary know-how and technology which it seeks to protect, in
part, by confidentiality agreements with its prospective working partners and
collaborators, employees and consultants. There can be no assurance that these
agreements will not be breached, that the Company would have adequate remedies
for any breach, or that the Company's trade secrets and proprietary know-how
will not otherwise become known or be independently discovered by others.

Government Regulation

     The Company and its customers are required to comply with a number of
federal, state and local laws and regulations in the areas of safety, health
and environmental controls, including, without limitation, the Resource
Conservation and Recovery Act, as amended ("RCRA"), and the Occupational Safety
and Health Act of 1970 ("OSHA"), which may require the Company, its prospective
working partners or its customers to obtain permits or approvals to utilize
SET(TM) and/or SLiM(TM), or the Company's other environmental technologies and
related equipment on certain job sites. In addition, if the Company begins to
market SET(TM) and SLiM(TM) internationally, the Company will be required to
comply with laws and regulations and, when applicable, obtain permits or
approvals in those other countries. There is no assurance that such required
permits and approvals will be obtained. Furthermore, particularly in the
environmental remediation market, the Company may be required to conduct
performance and operating studies to assure government agencies that SET(TM)
and/or SLiM(TM), and their by-products, do not pose environmental risks. There
is no assurance that such studies, if successful, will not be more costly or
time-consuming than anticipated.

     In addition, the Company's Nationwide Permit for PCB disposal issued by
the United States Environmental Protection Agency ("EPA") contains numerous
conditions for maintaining the Nationwide Permit, including notification of all
job sites, periodic reporting to the EPA as to activities at the job sites,
prior notification to and approval by the EPA with respect to any single-site
centralized remediation facility that the Company may seek to establish and
certain restrictions on the disposal of by-products from the use of SET(TM),
and there can be no assurance that the Company will be able to comply with such
conditions in order to maintain and/or obtain renewal of the Nationwide Permit.
 

     Further, if new environmental legislation or regulations are enacted or
existing legislation or regulations are amended, or are interpreted or enforced
differently, the Company, its prospective working partners and/or its customers
may be required to meet stricter standards of operation and/or obtain
additional operating permits or approvals. There can be no assurance that the
Company will meet all of the applicable regulatory requirements.

Unspecified Acquisition-Related Risks

     As part of its growth strategy, the Company will seek to acquire or invest
in complementary (including competitive) businesses, products or technologies.
The Company may allocate a significant portion of its available working capital
to finance a portion of the purchase price relating to possible acquisitions
of, or investments in, complementary (including competitive) business, products
or technologies. In the event any such acquisition or investment opportunity
arises in the future, it is probable that the Company will also be required to
obtain additional financing to complete such transaction. The process of
integrating such acquired assets into the Company's operations may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for the ongoing
development of the Company's business. There can be no assurance that the
anticipated benefits of any acquisitions will be realized. In addition,

                                       8
future acquisitions by the Company could result in potentially dilutive
issuances of equity securities, the incurrence of debt and contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, any of which could materially adversely affect the Company's operating
results and financial position. Acquisitions also involve other risks,
including entering markets in which the Company has no or limited prior
experience. The Company currently has no commitments or agreements with respect
to any possible acquisitions or investments.

Dependence on Key Management and Other Personnel

     The Company is dependent on the efforts of its senior management and
scientific staff, including Paul E. Hannesson, Chairman of the Board, President
and Chief Executive Officer, Edwin L. Harper, Ph.D., Vice Chairman, Michael D.
Fullwood, Senior Vice President, Chief Financial and Administrative Officer,
Secretary and General Counsel, Kenneth L. Adelman, Ph.D., Executive Vice
President - Marketing and International Development of the Company and
President and Chief Operating Officer of Solution, Albert E. Abel, Vice
President, Carl O. Magnell, P.E., Vice President, Rayburn Hanzlik, Vice
President, Andrew P. Oddi, Vice President and Treasurer, and William E. Ingram,
Vice President and Controller. The Company is also dependent on the efforts of
Kenneth J. Houle, President and Chief Operating Officer of Separation. The
proceeds of key-man life insurance policies on the lives of certain of such
individuals may not be adequate to compensate the Company for the loss of any
of such individuals. The loss of the services of any one or more of such
persons may have a material adverse effect on the Company.

     The Company's future success will depend in large part upon its ability to
attract and retain skilled scientific, management, operational and marketing
personnel. The Company faces competition for hiring such personnel from other
companies, government entities and other organizations. There can be no
assurance that the Company will continue to be successful in attracting and
retaining such personnel.

Potential Conflicts of Interest

     Paul E. Hannesson and Michael D. Fullwood, the Chairman of the Board,
President and Chief Executive Officer and the Senior Vice President, Chief
Financial and Administrative Officer, Secretary and General Counsel of the
Company, respectively, also serve in the same capacities with, and devote a
significant portion of their business and professional time and efforts to the
business of, Environmental and Separation. In addition, Bentley J. Blum, Edwin
L. Harper, Ph.D., Kenneth L. Adelman, Ph.D. and David L. Mitchell (the
"Environmental Directors"), all of whom are directors of the Company, also
serve as directors of Environmental and Separation. While the Company believes
that its business and technologies are distinguishable from those of
Environmental, and that it does not compete in the markets in which
Environmental competes, Messrs. Hannesson and Fullwood and the Environmental
Directors may have potential conflicts of interest with respect to, among other
things, potential corporate opportunities, business combinations, joint
ventures and/or other business opportunities that may become available to them,
the Company and/or Environmental. Moreover, while Messrs. Hannesson and
Fullwood have agreed to devote a portion of their business and professional
time and efforts to the Company, potential conflicts of interest also include
the amount of time and effort devoted by them to the affairs of Environmental
and Separation. The Company may be materially adversely affected if Messrs.
Hannesson and Fullwood and/or the Environmental Directors choose to place the
interests of Environmental or Separation before those of the Company. Each of
Messrs. Hannesson and Fullwood and the Environmental Directors has agreed that,
to the extent such opportunities arise, he will carefully consider a number of
factors, including whether such opportunities are within the Company's line of
business or consistent with its strategic objectives and whether the Company
will be able to undertake or benefit from such opportunities. In addition, the
Company's Board of Directors has adopted a policy whereby any future
transactions between the Company and any of its subsidiaries, affiliates,
officers, directors, principal stockholders or any affiliates of the foregoing
will be on terms no less favorable to the Company than could reasonably be
obtained in "arms length" transactions with independent third parties, and any
such transactions will also be approved by a majority of the Company's
disinterested outside directors. Messrs. Hannesson and Fullwood and the
Environmental Directors also owe fiduciary duties of care and loyalty to the
Company under Delaware law. However, the failure of the Company's management to
resolve any conflicts of interest in favor of the Company could materially
adversely affect the Company's business, financial condition and results of
operations.

                                       9
Control by Principal Stockholder

     Environmental, a public company whose common stock trades in the so-called
"pink sheets" of the National Quotation Bureau, Inc. (the "Pink Sheets") and is
quoted in the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. (the "OTCBB"), currently owns approximately 65% of the
outstanding Common Stock of the Company. Accordingly, events or circumstances
having an adverse effect on Environmental, including fluctuations in the market
price of its common stock, could have a material adverse effect on the market
price of the Shares.

     Bentley J. Blum, a director of the Company and Environmental, beneficially
owned, directly and through entities controlled by him, approximately 51.3% of
the outstanding common stock of Environmental as of December 1, 1997. Paul E.
Hannesson, the Chairman of the Board, President and Chief Executive Officer of
the Company and Environmental, beneficially owned approximately 11.9% of the
outstanding common stock of Environmental as of such date. Accordingly, through
his ownership or control of a controlling stock interest in Environmental, Mr.
Blum will be able to control, subject to the terms of a voting agreement, the
voting of Environmental's shares at all meetings of stockholders of the Company
and, because the Common Stock does not have cumulative voting rights, will be
able to determine the outcome of the election of all of the Company's directors
and determine corporate and stockholder action on other matters. Messrs. Blum
and Hannesson are brothers-in-law.

Potential Adverse Effect on Market Price of Securities from Future Sales of
Common Stock

     No assurance can be given as to the effect, if any, that future sales of
Common Stock, or the availability of shares of Common Stock for future sales,
will have on the market price of the Common Stock from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of warrants or stock options), or the possibility that such sales could occur,
could adversely affect the market price of the Common Stock and could also
impair the Company's ability to raise capital through an offering of its equity
securities in the future. Assuming conversion of all securities convertible
into Common Stock, and the exercise of all outstanding warrants, options and
other rights to purchase Common Stock, including the currently outstanding
options granted pursuant to the Plan, upon completion of this offering the
Company will have approximately 25,752,730 shares (subject to adjustment) of
Common Stock outstanding, of which approximately 6,450,000 currently publicly
traded shares of Common Stock, 4,233,895 shares (subject to adjustment) issued
and to be issued upon conversion of securities convertible into Common Stock
and upon exercise of outstanding warrants to purchase Common Stock, and
2,862,375 shares (subject to adjustment) to be issued upon exercise of
currently outstanding options granted pursuant to the Plan will be transferable
without restriction under the Securities Act. The remaining 12,206,460 shares
of Common Stock to be outstanding upon completion of this offering are
"restricted securities" (as that term is defined in Rule 144 promulgated under
the Securities Act) which may be publicly sold only if registered under the
Securities Act, or if sold in accordance with an applicable exemption from
registration such as Rule 144. In general, under Rule 144 as currently in
effect, subject to the satisfaction of certain other conditions, a person,
including an affiliate of the Company, who has beneficially owned restricted
securities for at least one year, is entitled to sell (together with any person
with whom such individual is required to aggregate sales), within any
three-month period, a number of shares that does not exceed the greater of 1%
of the total number of outstanding shares of the same class, or, if the stock
is quoted on the Nasdaq Stock Market or a national securities exchange, the
average weekly trading volume during the four calendar weeks preceding the
sale. A person who has not been an affiliate of the Company for at least the
immediately preceding three months, and who has beneficially owned restricted
securities for at least two years, is entitled to sell such restricted shares
under Rule 144 without regard to any of the limitations described above.

Volatility of Market Prices of Common Stock

     The market price for the Company's Common Stock has been historically
volatile. Future announcements of new technologies and changing policies and
regulations of the federal government and state governments and other external
factors, as well as potential fluctuations in the Company's financial results,
may have a significant impact on the price of the Common Stock in the future.

                                       10
Effect of Series A Preferred Stock Private Placement on Holders of Common Stock
    

     The Company's Series A Preferred Stock has separate class voting rights as
to matters affecting such securities (which requires the consent or approval of
holders of 66 2/3% of the Series A Preferred Stock), and votes together with
the holders of Common Stock on all matters requiring stockholder approval on a
"as converted" basis, as though such shares of Series A Preferred Stock had
been converted into Common Stock on the record date used to determine Common
Stock entitled to vote on such transaction or matter. As a result, depending on
the applicable conversion rate of the Series A Preferred Stock on such record
date, each share of Series A Preferred Stock will be entitled to cast multiple
votes with respect to transactions or matters on which each share of Common
Stock may only cast one vote. In addition, in the event of a liquidation of the
Company, the holders of the Series A Preferred Stock would be entitled to
receive distributions in preference to the holders of the Common Stock.

Certain Anti-Takeover Provisions and Potential Adverse Effect on Market Price
of Securities from Issuance of Preferred Stock

     The Company's certificate of incorporation (the "Certificate of
Incorporation") and by-laws (the "By-Laws") contain certain provisions that
could have the effect of delaying or preventing a change of control of the
Company, which could limit the ability of security holders to dispose of their
Shares in such transactions. The Certificate of Incorporation authorizes the
Board of Directors to issue one or more series of preferred stock without
stockholder approval. Such preferred stock could have voting and conversion
rights that adversely affect the voting power of the holders of Common Stock,
or could result in one or more classes of outstanding securities that would
have dividend, liquidation or other rights superior to those of the Common
Stock. Issuance of such preferred stock may have an adverse effect on the then
prevailing market price of the Common Stock. Additionally, the Company is
subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law, which prohibits the Company from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed
manner. Section 203 could have the effect of delaying or preventing a change of
control of the Company.

Potential Adverse Effect on Market Price of Securities as a result of
Environmental Common Stock

     As of December 1, 1997, there were an aggregate of approximately
58,883,583 shares of common stock of Environmental issued and outstanding, of
which approximately 16,000,000 shares are publicly held. Environmental's common
stock trades in the Pink Sheets and is quoted on the OTCBB. On December 1,
1997, the closing price of such Environmental common stock was $0.59375 per
share. The prevailing per share trading price of Environmental common stock may
have a direct impact on the future trading price of the Common Stock,
especially since the approximately $35,000,000 market capitalization of
Environmental at December 1, 1997 is less than the approximately $37,000,000
market value of Environmental's interest in the Company. In addition, potential
negative developments affecting Environmental which may be unrelated to the
Company's business may adversely affect the market value of the Shares.

Limitations on Liability of Directors and Officers

     The Company's Certificate of Incorporation includes provisions to
eliminate, to the full extent permitted by the Delaware General Corporation Law
as in effect from time to time, the personal liability of directors of the
Company for monetary damages arising from a breach of their fiduciary duties as
directors. The Certificate of Incorporation also includes provisions to the
effect that (subject to certain exceptions) the Company shall, to the maximum
extent permitted from time to time under the laws of the State of Delaware,
indemnify, and upon request shall advance expenses to, any director or officer
to the extent that such indemnification and advancement of expenses is
permitted under such law, as it may from time to time be in effect. In
addition, the Company's By-Laws require the Company to indemnify, to the full
extent permitted by law, any director, officer, employee or agent of the
Company for acts which such person reasonably believes are not in violation of
the Company's corporate purposes as set forth in the Certificate of
Incorporation. As a result of such provisions in the Certificate of
Incorporation and the By-Laws, stockholders may be unable to recover damages
against the

                                       11
directors and officers of the Company for actions taken by them which
constitute negligence, gross negligence or a violation of their fiduciary
duties, which may discourage or deter stockholders from suing directors,
officers, employees and agents of the Company for breaches of their duty of
care, even though such action, if successful, might otherwise benefit the
Company and its stockholders.

Forward-Looking Statements

     This Prospectus and the documents incorporated herein by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such forward-looking statements may be
deemed to include, among other things, statements related to anticipated
improvements in financial performance and management's long-term performance
goals, as well as statements relating to the Company's business and growth
strategies, including anticipated internal growth and plans to pursue
additional acquisitions of complementary (including competitive) business,
products or technologies. Actual results could differ materially from those
addressed in the forward-looking statements as a result of the factors
discussed in this "RISK FACTORS" section and elsewhere herein and in the
documents incorporated herein by reference.

                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale or other
disposition of the Shares by the Selling Stockholders hereunder.

                                       12
SELLING STOCKHOLDERS

     This Prospectus may be used by certain officers, directors and controlling
stockholders of the Company for the resale to the public of Shares to be issued
to them upon exercise of options heretofore or hereafter granted under the
Plan. Such persons may be deemed to be in a control relationship with the
Company within the meaning of the Securities Act and the rules and regulations
of the Commission thereunder, and such Shares may be deemed to be "control
securities" within the meaning of General Instruction C to Form S-8. The
securities referred to in this paragraph may also be resold pursuant to Rule
144 under the Securities Act or in other transactions exempt from registration.
 

     The persons who may resell Shares pursuant to this Prospectus are referred
to in this Prospectus collectively as "Selling Stockholders." The following
table sets forth as to each Selling Stockholder: the name of the Selling
Stockholder; the nature of any position, office or other material relationship
with the Company or its affiliates within the past three (3) years; the number
of shares of Common Stock of the Company and the percentage of the outstanding
shares of such class owned as of December 1, 1997; the number of such shares
which may be sold hereby for the account of the Selling Stockholder; and the
number of such shares and percentage of the outstanding shares of such class
that will be owned by the Selling Stockholder, assuming the sale of all the
Shares offered hereby.
Shares of             Number of          Shares of
                                          Common Stock            Shares           Common Stock
                                         Owned Prior to          Which May         Owned After
                                          the Sale(1)                                the Sale
Name and                           --------------------------     Be Sold     ----------------------
Position/Relationship                Number       Percent(2)     Hereby(3)     Number     Percent(2)
--------------------------------   -----------   ------------   -----------   --------   -----------
Paul E. Hannesson(4)   .........     400,000         1.8%         400,000        *            *
Edwin L. Harper(5).    .........     162,375          *           162,375        *            *
Michael D. Fullwood(6).   ......     125,000          *           125,000        *            *
Kenneth L. Adelman(7)  .........     217,500          *           217,500        *            *
Andrew P. Oddi(8)   ............      75,000          *            75,000        *            *
Herbert A. Cohen(9)    .........      67,500          *            67,500        *            *
David L. Mitchell(10)  .........      67,500          *            67,500        *            *
Ed L. Romero(11) ...............      67,500          *            67,500        *            *
Tom J. Fatjo, Jr.(12)  .........      67,500          *            67,500        *            *
C. Thomas McMillen(13) .........      67,500          *            67,500        *            *
Thomas E. Noel(14)  ............     250,000         1.1%         250,000        *            *
Carl O. Magnell(15)    .........     107,500          *           107,500        *            *
Rayburn Hanzlik (16)   .........      75,000          *            75,000        *            *
William E. Ingram (17) .........     150,000          *           150,000        *            *
Albert E. Abel (18)    .........     125,000          *           125,000        *            *
   Total   .....................   2,024,875         9.1%       2,024,875        *            *
------------
 * Represents less than 1% of outstanding Common Stock.

 (1) Shares of Common Stock issued or issuable to the Selling Stockholders upon
     exercise of currently outstanding stock options or warrants, whether or
     not exercisable, are included.

 (2) Percentages based on 22,350,000 shares of Common Stock outstanding as of
     December 1, 1997.

 (3) Represents the aggregate number of Shares (subject to adjustment) issuable
     to the Selling Stockholder upon exercise of currently outstanding options
     granted under the Plan.

 (4) Mr. Hannesson has been a director of the Company since March 1996 and was
     appointed Chairman of the Board in November 1996. Mr. Hannesson also
     served as Chief Executive Officer of the Company from March to October
     1996 and as President from March to September 1996, and was re-appointed
     Chief Executive Officer on November 18, 1996 and President on May 1, 1997.
     Mr. Hannesson has been a director of Environmental since February 1993 and
     was appointed its Chairman of the Board and Chief Executive Officer in
     November 1996. Mr. Hannesson also served as President of Environmental
     from February 1993 to July 1996 and was re-appointed President on May 1,
     1997. Mr. Hannesson also currently serves as

                                       13
the Chairman of the Board and Chief Executive Officer of Separation,
     Solution and CFC. Mr. Hannesson also serves as Chairman of the Board of
     Lanxide Corporation ("Lanxide"), a research and development company
     developing metal and ceramic materials. Lanxide is affiliated with the
     Company by significant common ownership.

 (5) Dr. Harper served as President and Chief Operating Officer of both the
     Company and Environmental from November 1, 1996 to April 1997, and has
     served as Vice Chairman of the Company and Environmental since that date.
     Dr. Harper served as Chairman of the Board and Chief Executive Officer of
     Separation, Solution and CFC from January to April 1997, and has served as
     Vice Chairman of all such companies since that date. Dr. Harper also
     serves as a private consultant to the Company, Environmental, Solution,
     Separation and CFC.

 (6) Mr. Fullwood was appointed Senior Vice President, Chief Financial and
     Administrative Officer, Secretary and General Counsel of the Company,
     Environmental, Solution, Separation and CFC effective May 12, 1997. Mr.
     Fullwood was elected a director of Lanxide and was appointed Senior Vice
     President, Chief Financial and Administrative Officer and General Counsel
     of Lanxide on July 7, 1997.

 (7) Dr. Adelman has served as a director of the Company and Environmental
     since July 1996 and was appointed Executive Vice President, Marketing and
     International Development of the Company as of May 1, 1997. Dr. Adelman
     also joined the Board of Directors of Separation in April 1997.

 (8) Mr. Oddi was appointed Vice President and Treasurer of the Company,
     Environmental, Separation, Solution and CFC effective May 12, 1997. Mr.
     Oddi served as the Vice President of Finance, Chief Financial Officer and
     Secretary of the Company from March to November 1996. Mr. Oddi also served
     as Vice President of Finance & Administration and Chief Financial Officer
     of Environmental from 1987 to April 1997, and served as the Vice
     President--Finance of Separation from September 1996 to April 1997.

 (9)  Mr. Cohen has served as a director of the Company and Environmental since
     July 1996.

(10) Mr. Mitchell has served as a director of the Company and Environmental
     since July 1996 and as a director of Separation since April 1997.

(11) Mr. Romero has served as a director of the Company since October 1996.

(12) Mr. Fatjo has served as a director of the Company since November 1996.

(13) Mr. McMillen served as a director of the Company from July 1996 to
     November 1997.

(14) Mr. Noel has served as a director of the Company since October 1996 and
     served as the Company's President and Chief Executive Officer from October
     to November 17, 1996. Mr. Noel was appointed President and Chief Operating
     Officer of Solution effective December 1, 1996.

(15) Mr. Magnell has served as a Vice President of the Company since June 1996
     and served as a Vice President of Environmental from September 1995 to
     June 1996.

(16) Mr. Hanzlik has served as a Vice President of the Company since January
     1997 and served as General Counsel, Chief Administrative Officer and
     Secretary of the Company from January to April 1997. Mr. Hanzlik also
     served as Vice President, General Counsel and Secretary of Environmental,
     Solution, Separation and CFC from January to April 1997.

(17) Mr. Ingram served as the Company's Vice President and Controller from
     October 1996 to March 1997, as its Vice President, Finance from March to
     April 1997, and was reappointed Vice President and Controller effective
     May 1, 1997. Mr. Ingram was also appointed Vice President and Controller
     of Environmental, Separation, Solution and CFC effective May 1, 1997.

(18) Mr. Abel has served as a Vice President of the Company since March 1996.

     The Company does not know whether any of the Selling Stockholders will use
this Prospectus in connection with the offer or sale of any Shares, or, if this
Prospectus is so used, how many Shares will be offered or sold. The information
set forth in this section may be updated by the Company by use of supplements
to this Prospectus issued subsequent to the date hereof.

                                       14
PLAN OF DISTRIBUTION

     The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest, in one or more transactions (which may involve one or more block
transactions) in AMEX, in the over-the-counter market, in transactions
independent of AMEX or the over-the-counter market, in separately negotiated
transactions, or in a combination of such transactions. Such sales may be made
either at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to prevailing market prices or at negotiated
prices. Some or all of the Shares may be sold through brokers acting on behalf
of the Selling Stockholders or to dealers for resale by such dealers, and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts or commissions from the Selling Stockholders and/or the
purchasers of such Shares for whom they may act as broker or agent (which
discounts or commissions may be less than, or in excess of, those customary in
the types of transactions involved). In addition, any Shares covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.

     The Selling Stockholders and any dealer participating in the distribution
of any Shares or any broker executing selling orders on behalf of the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or commissions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.

     Any broker or dealer participating in any distribution of Shares in
connection with this offering may be deemed to be an "underwriter" within the
meaning of the Securities Act, and if so deemed will be required to deliver a
copy of this Prospectus, including a Prospectus Supplement, if required, to any
person who purchases any of the Shares from or through such broker or dealer.

     The Company will inform the Selling Stockholders that the
anti-manipulation rules under the Exchange Act may apply to sales in the market
and will furnish the Selling Stockholders upon request with a copy of such
rules. The Company will also inform the Selling Stockholders of the need for
delivery of copies of this Prospectus.

     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of
Shares through a block trade, special offering or secondary distribution, or a
purchase by a broker or dealer, a supplement to this Prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing (a)
the name of each such Selling Stockholder and of the participating broker or
dealer, (b) the number of Shares involved, (c) the price at which such Shares
were sold, (d) the commissions paid or the discounts or concessions allowed to
such broker or dealer, where applicable, (e) that such broker or dealer did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, and (f) other facts material to the transaction.

     In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold only through registered or licensed brokers
or dealers.

     All expenses incurred in connection with the registration of the Shares
are being borne by the Company, but all brokerage commissions and other
expenses incurred by individual Selling Stockholders will be borne by each such
Selling Stockholder. There is no assurance that any of the Selling Stockholders
will sell any or all of the Shares offered hereby.

                                       15
LEGAL MATTERS

     The validity of the Common Stock offered hereby will be passed upon for
the Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, New York, New
York ("Greenberg Traurig"). Stephen A. Weiss, a shareholder of Greenberg
Traurig, holds options to purchase 275,000 shares of Environmental common
stock.

                                    EXPERTS

     The consolidated financial statements incorporated in this Prospectus by
reference, except as they relate to the unaudited nine-month periods ended
September 30, 1997 and 1996, have been audited by various independent
accountants. The periods covered by these audits are indicated in the
individual accountants' reports. Such financial statements have been so
incorporated in reliance on the reports of the various independent accountants
given on the authority of such firms as experts in auditing and accounting.

                                       16
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained in this Prospectus in
connection with this offering, and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company or any other person. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to or solicitation of any
person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus at any time nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein contained is correct as of any time subsequent to the date
of this Prospectus.

                 --------------------------------------------
                               TABLE OF CONTENTS

                                         Page
                                        -----
Available Information ...............     2
Incorporation of Certain Documents by
   Reference ........................     3
The Company  ........................     4
Risk Factors ........................     5
Use of Proceeds .....................    12
Selling Stockholders  ...............    13
Plan of Distribution  ...............    15
Legal Matters   .....................    16
Experts   ...........................    16

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                               2,024,875 Shares

                                   COMMODORE
                                    APPLIED
                              TECHNOLOGIES, INC.

                                 Common Stock

                 --------------------------------------------
                                  PROSPECTUS
                 --------------------------------------------
                               December 5, 1997

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Company hereby incorporates by reference into this Registration
Statement the following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") (File No. 1-11871)
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     (b)  The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, June 30, and September 30, 1997;

     (c)  The Company's Current Report on Form 8-K, dated January 22, 1997;

     (d)  Amendment No. 1 on Form 8-K/A to the Company's Current Report on
          Form 8-K, dated January 22, 1997;

     (e)  The Company's Current Report on Form 8-K, dated August 15, 1997;

     (f)  The Company's definitive Proxy Statement, dated May 28, 1997, filed
          in connection with the Company's 1997 Annual Meeting of Stockholders
          held on June 17, 1997; and

     (g)  The description of the Company's Common Stock contained in its
          Registration Statement on Form 8-A, dated June 24, 1996, as amended
          by the Company's Registration Statement on Form 8-A/A, dated June
          26, 1996, including any other amendment or report filed for the
          purpose of updating such description.

     In addition, all documents subsequently filed by the Company 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 this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock to which this Registration Statement
relates will be passed upon for the Company by Greenberg Traurig Hoffman Lipoff
Rosen & Quentel, New York, New York ("Greenberg Traurig"). Stephen A. Weiss, a
shareholder of Greenberg Traurig, holds options to purchase 275,000 shares of
common stock of Commodore Environmental Services, Inc., the Company's parent.

Item 6. Indemnification of Directors and Officers.

     Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses,

                                      II-1
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no cause to believe his or her
conduct was unlawful.

     Section 145(b) of the General Corporation Law provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person acted in any of the capacities set forth above,
against expenses actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted under
similar standards as set forth above, except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.

     Section 145 of the General Corporation Law further provides that to the
extent a director or officer of a corporation has been successful on the merits
or otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and that the corporation may
purchase and maintain insurance on behalf of such person against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under such
Section 145.

     Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders may eliminate or limit personal
liability of members of its board of directors or governing body for monetary
damages for breach of a director's fiduciary duty. However, no such provision
may eliminate or limit the liability of a director for breaching his or her
duty of loyalty, failing to act in good faith, engaging in intentional
misconduct or knowingly violating a law, paying a dividend or approving a stock
repurchase or redemption which was illegal, or obtaining an improper personal
benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Certificate of Incorporation contains such a provision.

     Article Thirteenth of the Company's Certificate of Incorporation
eliminates the personal liability of directors and/or officers to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director; provided that such elimination of the personal liability of a
director and/or officer of the Company does not apply to (i) any breach of such
person's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) actions prohibited under Section 174 of the
General Corporation Law (i.e., liabilities imposed upon directors who vote for
or assent to the unlawful payment of dividends, unlawful repurchases or
redemption of stock, unlawful distribution of assets of the Company to the
stockholders without the prior payment or discharge of the Company's debts or
obligations, or unlawful making or guaranteeing of loans to directors and/or
officers), or (iv) any transaction from which the director derived an improper
personal benefit. In addition, Article Fourteenth of the Company's Certificate
of Incorporation and Article VI of the Company's By-Laws provide that the
Company shall indemnify its corporate personnel, directors and officers to the
fullest extent permitted by the General Corporation Law, as amended from time
to time.

     The Company has in force a combined insurance policy with its affiliates
under which its directors and officers are insured (with limits of $20 million
per occurrence and $20 million in the aggregate) against certain expenses in
connection with the defense of such actions, suits or proceedings to which they
are parties by reason of being or having been directors or officers of the
Company.

     The Company and its officers, directors and other persons are entitled to
be indemnified under certain circumstances for certain securities law
violations in accordance with the provisions of an underwriting agreement dated
June 28, 1996, by and among the Company, Bentley J. Blum and National
Securities Corporation, as representative of the several underwriters.

                                      II-2
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed 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.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.
Exhibit
  Number                                              Description
-----------  ---------------------------------------------------------------------------------------------
4.1    Specimen Form of Common Stock Certificate.(1)
      *4.2   Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option Plan.
      *5.1   Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
     *23.1   Consent of Tanner + Co.
     *23.2   Consent of Price Waterhouse LLP.
     *23.3   Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel (contained in Exhibit 5.1).
     *25.1   Power of Attorney (included as part of the signature page to this Registration Statement and
             incorporated herein by reference).
------------
* Filed herewith electronically.

(1) Incorporated herein by reference. Filed as an exhibit to the Company's
Registration Statement on Form S-1, Registration No. 333-4396, filed with the
Commission on May 2, 1996.

Item 9. Undertakings.

     (a) The Company 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 this 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 this 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 this Registration
          Statement or any material change to such information in this
          Registration Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          shall not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed by the Company pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in this Registration Statement.

                                      II-3
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the annual report of the employee benefit plans
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 New York, State of New York, on December 2,
1997.

                                     COMMODORE APPLIED TECHNOLOGIES, INC.

                                     By: /s/ Paul E. Hannesson
                                       --------------------------------------
                                        Paul E. Hannesson
                                        Chairman of the Board, President
                                        and Chief Executive Officer

                               ----------------
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul E. Hannesson and Michael D. Fullwood, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

                               ----------------
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                Capacity                           Date
------------------------------  ----------------------------------------------  -----------------
/s/ Paul E. Hannesson     Chairman of the Board, President                December 2, 1997
 ---------------------------    and Chief Executive Officer
         Paul E. Hannesson      (principal executive officer)

     /s/ Michael D. Fullwood    Senior Vice President, Chief Financial and      December 2, 1997
 ---------------------------    Administrative Officer, Secretary and General
        Michael D. Fullwood     Counsel (principal financial and
                                accounting officer)

       /s/ Edwin L. Harper      Vice Chairman                                   December 2, 1997
 ---------------------------
      Edwin L. Harper, Ph.D.

        /s/ Bentley J. Blum     Director                                        December 2, 1997
 ---------------------------
           Bentley J. Blum

     /s/ Kenneth L. Adelman     Director                                        December 2, 1997
 ---------------------------
     Kenneth L. Adelman, Ph.D.

       /s/ Herbert A. Cohen     Director                                        December 2, 1997
 ---------------------------
          Herbert A. Cohen

      /s/ David L. Mitchell     Director                                        December 2, 1997
 ---------------------------
        David L. Mitchell
II-5
EXHIBIT INDEX
Exhibit
  Number                                              Description
----------   ---------------------------------------------------------------------------------------------
4.1      Specimen Form of Common Stock Certificate.(1)
   *4.2      Amended and Restated Commodore Applied Technologies, Inc. 1996 Stock Option Plan.
   *5.1      Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
   *23.1     Consent of Tanner + Co.
   *23.2     Consent of Price Waterhouse LLP.
   *23.3     Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel (contained in Exhibit 5.1).
   *25.1     Power of Attorney (included as part of the signature page to this Registration Statement and
             incorporated herein by reference).
------------
* Filed herewith electronically.

(1) Incorporated herein by reference. Filed as an exhibit to the Company's
    Registration Statement on Form S-1, Registration No. 333-4396, filed with
    the Commission on May 2, 1996.