As Filed With the Securities and Exchange Commission on July 11, 1997

                                                 Registration No. 333-_____
          -----------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                               American Eco Corporation
          -----------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                                   Ontario, Canada
          -----------------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)

                                      52-1742490
          -----------------------------------------------------------------
                         (I.R.S. employer identification no.)

                                   11011 Jones Road
                                    Houston, Texas                    77070
          -----------------------------------------------------------------
                       (Address of principal executive offices)  (Zip code)


                                1995 Share Option Plan
          -----------------------------------------------------------------
                              (Full title of the plans)

                            Michael E. McGinnis, President
                               American Eco Corporation
                                   11011 Jones Road
                                 Houston, Texas 77070
          -----------------------------------------------------------------
                       (Name and address of agent for service)

                                    (281) 774-7000
          -----------------------------------------------------------------
             Telephone number, including area code, of agent for service

                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                                 New York, NY  10019
                                    (212) 603-6780


                           CALCULATION OF REGISTRATION FEE
       =======================================================================
                                         PROPOSED      PROPOSED
       PROPOSED TITLE                     MAXIMUM       MAXIMUM
             OF                          OFFERING      AGGREGATE    AMOUNT OF
      SECURITIES TO BE   AMOUNT TO BE      PRICE       OFFERING   REGISTRATION
         REGISTERED     REGISTERED(1)  PER SHARE(2)      PRICE         FEE
      ------------------------------------------------------------------------
      Common Shares (3)   1,090,087         $8.00     $8,720,696     $2,642.64
        no par value
      ------------------------------------------------------------------------
      Common Shares (4)      16,300         $1.82        $29,666         $8.99
        no par value
      ------------------------------------------------------------------------
      Common Shares (4)     492,500         $1.86       $916,050       $277.59
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      27,500         $2.18        $59,950        $18.17
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      20,000         $3.53        $70,600        $21.39
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      90,000         $3.35       $301,500        $91.36
        no par value
     -------------------------------------------------------------------------

     <PAGE>

     -------------------------------------------------------------------------
      Common Shares (4)     156,313         $6.00       $937,878       $284.21
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      84,000         $3.57       $299,880        $90.87
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      20,000         $6.73       $134,600        $40.79
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      50,000        $10.12       $506,000       $153.33
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      15,000         $7.35       $110,250        $33.41
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      25,000         $7.72       $193,000        $58.48
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      20,000         $6.64       $132,800        $40.24
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)     750,000         $6.92     $5,190,000     $1,572.73
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)     100,000         $7.83       $783,000       $237.27
        no par value
     -------------------------------------------------------------------------
      Total               2,956,700            -     $18,385,870     $5,571.48
     =========================================================================

               (1)  In addition, pursuant to Rule 416(a) under the
                    Securities Act of 1933, as amended, this Registration
                    Statement also covers any additional securities to be
                    offered or issued in connection with a stock split,
                    stock dividend or similar transaction.

               (2)  Estimated for the sole purpose of calculating the
                    registration fee in accordance with Rule 457(h) under
                    the Securities Act of 1933, as amended.

               (3)  Represents shares issuable upon exercise of options to
                    be granted under the 1995 Share Option Plan.

               (4)  Represents shares issuable upon exercise of options
                    granted under the 1995 Option Plan.

                                      II-2
     <PAGE>

                               AMERICAN ECO CORPORATION


                                1995 SHARE OPTION PLAN


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are hereby incorporated by reference
          into this Registration Statement, and all documents subsequently
          filed by American Eco Corporation (the "Registrant"), with the
          Securities and Exchange Commission (the "Commission"), pursuant
          to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), prior to the filing
          of a post-effective amendment which indicates that all securities
          offered have been sold or which deregisters all securities then
          remaining unsold, shall be deemed to be incorporated by reference
          in this Registration Statement and to be a part hereof from the
          date of filing such documents:

               (a)  The Annual Report of the Registrant on Form 10-K for
                    the fiscal year ended November 30, 1996 (Commission
                    File No. 001-10621);

               (b)  The Quarterly Report of the Registrant on Form 10-Q for
                    the fiscal quarter ended February 28, 1997 (Commission
                    File No. 001-10621);

               (c)  The Current Report of the Registrant on Form 8-K for an
                    event of March 4, 1997 filed on June 3, 1997
                    (Commission File No. 001-10621); 

               (d)  The Reports of Foreign Issuer of the Registrant on Form
                    6-K filed on March 1, 1997, February 1, 1997, January
                    31, 1997 and December 31, 1996 (Commission File No.
                    001-10621);

               (e)  The Proxy Statement on Schedule 14A, dated April 3,
                    1997 (Commission File No. 001-10621); and  

               (f)  The description of the Common Shares of the Registrant
                    contained in the Registration Statement on Form 8-A of
                    the Registrant, filed with the Commission on November
                    6, 1995 (Commission File No. 001-10621).

               Any statement contained in a document 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 modifies or replaces such statement. 
          Any such statement shall not be deemed to constitute a part of
          this Registration Statement except as so modified or replaced.

                                      II-1
     <PAGE>

          ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 136 of the Ontario Business Corporation Act (the
          "Corporations Act") provides that a corporation may indemnify a
          director or officer or a former director or officer of that
          corporation or an entity he served at the request of his 
          corporation, and his heirs and personal representatives, against 
          all costs, charges and expenses, including amounts paid to settle 
          actions or satisfy judgments reasonably incurred by him, in a civil, 
          criminal or administrative action or proceeding to which the person 
          was made a party by reason of being or having been a director or 
          officer, so long as (1) the person acted honestly and in good faith 
          with a view to the best interests of the corporation, and (2) in the
          case of a criminal or administrative action or proceeding that is
          enforced by a monetary penalty, the person had reasonable grounds
          for believing that his conduct was lawful.  With respect to an
          action brought by or on behalf of the corporation, the
          corporation, with court approval, may indemnify the director or
          officer if he fulfilled the conditions in clauses (1) and (2)
          above.  

               Section 6.02 of the By-laws of the Registrant provides that
          subject to the limitations in the Corporations Act, every officer
          and director of the Company and every other person who has
          undertaken or is about to undertake any liability on the Company
          or one of its subsidiaries shall be indemnified from any
          liability and all costs related thereto in respect of any action,
          suit or proceeding that is proposed or commenced against him for
          or in respect of anything done or permitted by him in respect of
          the execution of the duties of his office, and all other costs
          that he sustains and incurs in respect of the affairs of the
          Registrant.

               The Company maintains Directors and Officers Liability
          insurance for claims up to $5.0 million, subject to customary
          exclusions and co-insurance.


          ITEM 8.   EXHIBITS.

                         Exhibit No.    Description
                         -----------    -----------

                          5.1*          Opinion of Reid & Priest LLP

                         23.1*          Consent of Karlins Fuller Arnold &
                                        Klodosky P.C., independent public
                                        accountants for the Registrant

                         23.2*          Consent of McGladrey & Pullen LLP,
                                        independent public accountants for
                                        Chempower, Inc.

                         23.3*          Consent of Reid & Priest LLP
                                        (included in Exhibit 5.1)

                         24.1*          Power of Attorney

                         99.1           1995 Share Option Plan (incorporated 
                                        by reference to the Proxy Statement of 
                                        the Registrant filed under cover of 
                                        Form 6-K, dated September 30, 1995)

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

                         *  Filed herewith.

                                      II-2  
     <PAGE>

          ITEM 9.   UNDERTAKINGS.

                    The undersigned Registrant hereby undertakes:

                    (a)  To file, during any period in which offers or
               sales are being made, a post-effective amendment to this
               Registration Statement (i) to include any prospectus
               required by Section 10(a)(3) of the Securities Act; (ii) to
               reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the Registration
               Statement; and (iii) to include any material information
               with respect to the plan of distribution not previously
               disclosed in the Registration Statement or any material
               change to such information in the Registration Statement; 
               provided, however, that paragraphs (i) and (ii) do not apply
               if the information required to be included in a post-
               effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission
               by the Registrant pursuant to Section 13 or 15(d) of the
               Exchange Act that are incorporated by reference in the
               Registration Statement;

                    (b)  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; and

                    (c)  To remove from registration by means of a post-
               effective amendment any of the securities that remain unsold
               at the end of the offering;

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

                    Insofar as indemnification for liabilities arising
               under the Securities Act may be permitted to directors,
               officers and controlling persons of the registrant pursuant
               to the foregoing provisions, or otherwise, the registrant
               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 registrant of
               expenses incurred or paid a director, officer or controlling
               person of the registrant in the successful defense of any
               action, suit or proceeding) is asserted by such director,
               officer or controlling person in connection with the
               securities being registered, the registrant will, unless in
               the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it
               is against public policy as expressed in the Securities Act
               and will be governed by the final adjudication of such
               issue.

                                      II-3
     <PAGE>

                                      SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933,
          the registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this Registration Statement to be signed
          on its behalf by the undersigned, thereunto duly authorized, in
          the City of Houston, State of Texas on the 10th day of July,
          1997.

                                   AMERICAN ECO CORPORATION


                                   By:      /s/ David L. Norris
                                      -----------------------------------
                                        David L. Norris,
                                        Senior Vice President and
                                          Chief Financial Officer



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

     Signature                     Title                              Date
     ---------                     -----                              ----

                         *       President, Chief Executive
     -------------------         Officer and Director
     Michael E. McGinnis         


     /s/David L. Norris          Chief Financial Officer         July 10, 1997
     ----------------------         
     David L. Norris

                         *       Director
     ------------------- 
     Barry Cracower

                         *       Director
     -------------------                           
     William A. Dimma

                         *       Director
     -------------------                           
     Hon. Donald R. Getty

                         *       Director
     -------------------                          
     John C. Pennie

                         *       Director
     -------------------                           
     Francis J. Sorg
                     

     *By /s/ David L. Norris   as attorney-in-fact               July 10, 1997
        ---------------------
          David L. Norris

                                      II-4
     <PAGE>

                                  INDEX TO EXHIBITS
                               AMERICAN ECO CORPORATION
                               ------------------------



        Exhibit
          No.       Description
        -------     -----------

           5        Opinion of Reid & Priest LLP

          23.1      Consent of Karlins Fuller Arnold & Klodosky P.C.,
                    independent public accountants for the Registrant.

          23.2      Consent of McGladrey & Pullen LLP, independent public
                    accountants for Chempower, Inc.

          23.3      Consent of Reid & Priest LLP (included in Exhibit 5)

          24.1      Power of Attorney



                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF AMERICAN ECO CORPORATION", "secsgml_size_bytes": 20773}]
{"company-data": {"conformed-name": "AMERICAN ECO CORP", "cik": "0000868076", "assigned-sic": "4955", "irs-number": "000000000", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31083", "film-number": "97639282"}, "business-address": {"street1": "415 YONGE ST STE 2002D", "city": "TORONTO ONTARIO CAN", "state": "A6", "phone": "9044810187"}, "mail-address": {"street1": "11011 JONES ROAD", "city": "HOUSTON", "state": "TX", "zip": "77070"}, "former-company": {"former-conformed-name": "ECO CORP", "date-changed": "19940406"}}
As Filed With the Securities and Exchange Commission on July 11, 1997

                                                 Registration No. 333-_____
          -----------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                              _________________________

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                               American Eco Corporation
          -----------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                                   Ontario, Canada
          -----------------------------------------------------------------
            (State or other jurisdiction of incorporation or organization)

                                      52-1742490
          -----------------------------------------------------------------
                         (I.R.S. employer identification no.)

                                   11011 Jones Road
                                    Houston, Texas                    77070
          -----------------------------------------------------------------
                       (Address of principal executive offices)  (Zip code)

                                1995 Share Option Plan
          -----------------------------------------------------------------
                              (Full title of the plans)

                            Michael E. McGinnis, President
                               American Eco Corporation
                                   11011 Jones Road
                                 Houston, Texas 77070
          -----------------------------------------------------------------
                       (Name and address of agent for service)

                                    (281) 774-7000
          -----------------------------------------------------------------
             Telephone number, including area code, of agent for service

                                       Copy to:
                                 Bruce A. Rich, Esq.
                                  Reid & Priest LLP
                                 40 West 57th Street
                                 New York, NY  10019
                                    (212) 603-6780

                           CALCULATION OF REGISTRATION FEE
       =======================================================================
                                         PROPOSED      PROPOSED
       PROPOSED TITLE                     MAXIMUM       MAXIMUM
             OF                          OFFERING      AGGREGATE    AMOUNT OF
      SECURITIES TO BE   AMOUNT TO BE      PRICE       OFFERING   REGISTRATION
         REGISTERED     REGISTERED(1)  PER SHARE(2)      PRICE         FEE
      ------------------------------------------------------------------------
      Common Shares (3)   1,090,087         $8.00     $8,720,696     $2,642.64
        no par value
      ------------------------------------------------------------------------
      Common Shares (4)      16,300         $1.82        $29,666         $8.99
        no par value
      ------------------------------------------------------------------------
      Common Shares (4)     492,500         $1.86       $916,050       $277.59
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      27,500         $2.18        $59,950        $18.17
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      20,000         $3.53        $70,600        $21.39
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      90,000         $3.35       $301,500        $91.36
        no par value
     -------------------------------------------------------------------------
-------------------------------------------------------------------------
      Common Shares (4)     156,313         $6.00       $937,878       $284.21
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      84,000         $3.57       $299,880        $90.87
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      20,000         $6.73       $134,600        $40.79
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      50,000        $10.12       $506,000       $153.33
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      15,000         $7.35       $110,250        $33.41
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      25,000         $7.72       $193,000        $58.48
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)      20,000         $6.64       $132,800        $40.24
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)     750,000         $6.92     $5,190,000     $1,572.73
        no par value
     -------------------------------------------------------------------------
      Common Shares (4)     100,000         $7.83       $783,000       $237.27
        no par value
     -------------------------------------------------------------------------
      Total               2,956,700            -     $18,385,870     $5,571.48
     =========================================================================

               (1)  In addition, pursuant to Rule 416(a) under the
                    Securities Act of 1933, as amended, this Registration
                    Statement also covers any additional securities to be
                    offered or issued in connection with a stock split,
                    stock dividend or similar transaction.

               (2)  Estimated for the sole purpose of calculating the
                    registration fee in accordance with Rule 457(h) under
                    the Securities Act of 1933, as amended.

               (3)  Represents shares issuable upon exercise of options to
                    be granted under the 1995 Share Option Plan.

               (4)  Represents shares issuable upon exercise of options
                    granted under the 1995 Option Plan.

                                      II-2
AMERICAN ECO CORPORATION

                                1995 SHARE OPTION PLAN

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are hereby incorporated by reference
          into this Registration Statement, and all documents subsequently
          filed by American Eco Corporation (the "Registrant"), with the
          Securities and Exchange Commission (the "Commission"), pursuant
          to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), prior to the filing
          of a post-effective amendment which indicates that all securities
          offered have been sold or which deregisters all securities then
          remaining unsold, shall be deemed to be incorporated by reference
          in this Registration Statement and to be a part hereof from the
          date of filing such documents:

               (a)  The Annual Report of the Registrant on Form 10-K for
                    the fiscal year ended November 30, 1996 (Commission
                    File No. 001-10621);

               (b)  The Quarterly Report of the Registrant on Form 10-Q for
                    the fiscal quarter ended February 28, 1997 (Commission
                    File No. 001-10621);

               (c)  The Current Report of the Registrant on Form 8-K for an
                    event of March 4, 1997 filed on June 3, 1997
                    (Commission File No. 001-10621); 

               (d)  The Reports of Foreign Issuer of the Registrant on Form
                    6-K filed on March 1, 1997, February 1, 1997, January
                    31, 1997 and December 31, 1996 (Commission File No.
                    001-10621);

               (e)  The Proxy Statement on Schedule 14A, dated April 3,
                    1997 (Commission File No. 001-10621); and  

               (f)  The description of the Common Shares of the Registrant
                    contained in the Registration Statement on Form 8-A of
                    the Registrant, filed with the Commission on November
                    6, 1995 (Commission File No. 001-10621).

               Any statement contained in a document 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 modifies or replaces such statement. 
          Any such statement shall not be deemed to constitute a part of
          this Registration Statement except as so modified or replaced.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 136 of the Ontario Business Corporation Act (the
          "Corporations Act") provides that a corporation may indemnify a
          director or officer or a former director or officer of that
          corporation or an entity he served at the request of his 
          corporation, and his heirs and personal representatives, against 
          all costs, charges and expenses, including amounts paid to settle 
          actions or satisfy judgments reasonably incurred by him, in a civil, 
          criminal or administrative action or proceeding to which the person 
          was made a party by reason of being or having been a director or 
          officer, so long as (1) the person acted honestly and in good faith 
          with a view to the best interests of the corporation, and (2) in the
          case of a criminal or administrative action or proceeding that is
          enforced by a monetary penalty, the person had reasonable grounds
          for believing that his conduct was lawful.  With respect to an
          action brought by or on behalf of the corporation, the
          corporation, with court approval, may indemnify the director or
          officer if he fulfilled the conditions in clauses (1) and (2)
          above.  

               Section 6.02 of the By-laws of the Registrant provides that
          subject to the limitations in the Corporations Act, every officer
          and director of the Company and every other person who has
          undertaken or is about to undertake any liability on the Company
          or one of its subsidiaries shall be indemnified from any
          liability and all costs related thereto in respect of any action,
          suit or proceeding that is proposed or commenced against him for
          or in respect of anything done or permitted by him in respect of
          the execution of the duties of his office, and all other costs
          that he sustains and incurs in respect of the affairs of the
          Registrant.

               The Company maintains Directors and Officers Liability
          insurance for claims up to $5.0 million, subject to customary
          exclusions and co-insurance.

          ITEM 8.   EXHIBITS.

                         Exhibit No.    Description
                         -----------    -----------

                          5.1*          Opinion of Reid & Priest LLP

                         23.1*          Consent of Karlins Fuller Arnold &
                                        Klodosky P.C., independent public
                                        accountants for the Registrant

                         23.2*          Consent of McGladrey & Pullen LLP,
                                        independent public accountants for
                                        Chempower, Inc.

                         23.3*          Consent of Reid & Priest LLP
                                        (included in Exhibit 5.1)

                         24.1*          Power of Attorney

                         99.1           1995 Share Option Plan (incorporated 
                                        by reference to the Proxy Statement of 
                                        the Registrant filed under cover of 
                                        Form 6-K, dated September 30, 1995)

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

                         *  Filed herewith.

                                      II-2
ITEM 9.   UNDERTAKINGS.

                    The undersigned Registrant hereby undertakes:

                    (a)  To file, during any period in which offers or
               sales are being made, a post-effective amendment to this
               Registration Statement (i) to include any prospectus
               required by Section 10(a)(3) of the Securities Act; (ii) to
               reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the Registration
               Statement; and (iii) to include any material information
               with respect to the plan of distribution not previously
               disclosed in the Registration Statement or any material
               change to such information in the Registration Statement; 
               provided, however, that paragraphs (i) and (ii) do not apply
               if the information required to be included in a post-
               effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission
               by the Registrant pursuant to Section 13 or 15(d) of the
               Exchange Act that are incorporated by reference in the
               Registration Statement;

                    (b)  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; and

                    (c)  To remove from registration by means of a post-
               effective amendment any of the securities that remain unsold
               at the end of the offering;

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

                    Insofar as indemnification for liabilities arising
               under the Securities Act may be permitted to directors,
               officers and controlling persons of the registrant pursuant
               to the foregoing provisions, or otherwise, the registrant
               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 registrant of
               expenses incurred or paid a director, officer or controlling
               person of the registrant in the successful defense of any
               action, suit or proceeding) is asserted by such director,
               officer or controlling person in connection with the
               securities being registered, the registrant will, unless in
               the opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it
               is against public policy as expressed in the Securities Act
               and will be governed by the final adjudication of such
               issue.

                                      II-3
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
          the registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this Registration Statement to be signed
          on its behalf by the undersigned, thereunto duly authorized, in
          the City of Houston, State of Texas on the 10th day of July,
          1997.

                                   AMERICAN ECO CORPORATION

                                   By:      /s/ David L. Norris
                                      -----------------------------------
                                        David L. Norris,
                                        Senior Vice President and
                                          Chief Financial Officer

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

     Signature                     Title                              Date
     ---------                     -----                              ----

                         *       President, Chief Executive
     -------------------         Officer and Director
     Michael E. McGinnis         

     /s/David L. Norris          Chief Financial Officer         July 10, 1997
     ----------------------         
     David L. Norris

                         *       Director
     ------------------- 
     Barry Cracower

                         *       Director
     -------------------                           
     William A. Dimma

                         *       Director
     -------------------                           
     Hon. Donald R. Getty

                         *       Director
     -------------------                          
     John C. Pennie

                         *       Director
     -------------------                           
     Francis J. Sorg
                     

     *By /s/ David L. Norris   as attorney-in-fact               July 10, 1997
        ---------------------
          David L. Norris

                                      II-4
INDEX TO EXHIBITS
                               AMERICAN ECO CORPORATION
                               ------------------------

        Exhibit
          No.       Description
        -------     -----------

           5        Opinion of Reid & Priest LLP

          23.1      Consent of Karlins Fuller Arnold & Klodosky P.C.,
                    independent public accountants for the Registrant.

          23.2      Consent of McGladrey & Pullen LLP, independent public
                    accountants for Chempower, Inc.

          23.3      Consent of Reid & Priest LLP (included in Exhibit 5)

          24.1      Power of Attorney

                                      II-5