As filed with the Securities and Exchange Commission on June 3, 2002

                                            Registration Statement No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
 -------------------------------------------------------------------------------

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ISOLYSER COMPANY, INC.
             (Exact name of registrant as specified in its charter)

 GEORGIA                                                    58-1746149
 (State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

                           1850-E BEAVER RIDGE CIRCLE
                             NORCROSS, GEORGIA 30071

   (Address, including zip code, of registrant's principal executive offices)

             1999 LONG-TERM INCENTIVE PLAN, AS AMENDED MAY 23, 2002
                              (Full Title of Plan)

                                   DAN R. LEE
                                512 LEHMBERG ROAD
                           COLUMBUS, MISSISSIPPI 39702
                                 (662) 327-1863
     (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                           ARNALL GOLDEN GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
<TABLE>
<CAPTION>
<S>                                 <C>                       <C>                       <C>                    <C>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------

                                                              Proposed maximum          Proposed maximum       Amount of
Title of each class of              Amount to be              offering price per        aggregate              registration
securities to be registered         registered                share(1)                  offering price(1)      fee

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

Common Stock, $.001 par value       2,000,000                 $2.751                    $5,502,000             $507.00


------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)       Estimated  solely for purposes of  calculating  the  registration  fee
          pursuant  to Rule 457 (c) and (h) based on the  average of the bid and
          asked price of the Company's Common Stock on May 28, 2002, as reported
          by The Nasdaq Stock Market.


<PAGE>
                                     PART II

Item 3.       Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2001 (File No. 0-24866);

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (File No. 0-24866) filed May 14, 2002; and

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27, 1994 and December 20, 1996.

     (d) The Company's Current Report on Form 8-K filed April 23, 2002 (File No.
0-24866).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  after  the  filing  hereof  and  prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

     Pursuant  to Sections  14-2-851  through  14-2-857 of the Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
the Company may, and in some cases must,  be  indemnified  by the Company  under
certain  circumstances  against expenses and liabilities  incurred by or imposed
upon them as a result of actions,  suits or proceedings  brought against them as
directors,  officers,  employees and agents of the Company  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities   laws).   Article  Nine  of  the  Company's   Bylaws   provides  for
indemnifications  of  directors to the fullest  extent  permitted by the Georgia
Business  Corporation Code. These provisions  generally mirror Sections 14-2-851
through 14-2-857 of the Georgia Business Corporation Code.


                                      II-2

<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

   5           Opinion  of  counsel  as to  legality  of  the  securities  being
               registered

   10(A)       1999 Long-Term Incentive Plan, as amended May 23, 2002

   23(A)       Consent of Arnall Golden Gregory,  LLP (included in opinion filed
               as Exhibit 5)

   23(B)       Consent of Deloitte & Touche LLP

   24          Power of Attorney (included on page II-5)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes as follows:

     (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
               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 aggregate,  represent a fundamental  change in the information
               set forth in this registration statement;



                                      II-3
<PAGE>



          (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 the  undertakings set forth in paragraphs (i) and (ii)
above  do  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  Registrant  pursuant  to  Section  13(a) or  Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining  any liability under the 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 the 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.

     (4) That,  for purposes of  determining  any  liability  under the 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 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.

     (5) Insofar as indemnification for liabilities arising under the 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  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 by 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 Act and will be governed by the final adjudication of
such issue.



                         [SIGNATURES ON FOLLOWING PAGE]



                                  II-4
<PAGE>




                                   SIGNATURES


     In accordance  with 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  of filing  on Form S-8 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Columbus, State of Mississippi, on June 3, 2002.


                        ISOLYSER COMPANY, INC.



                        By:  /s/ Dan R. Lee
                            ------------------------------------------
                             Dan R. Lee, President and
                             Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints Dan R. Lee and Roger G. Wilson, and each of them,
as 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,  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 either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.








                    [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]



                                  II-5
<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 was signed by the  following  persons in the
capacities indicated on June 3, 2002.

SIGNATURE                                 TITLE

/s/ Dan R. Lee                            President, Chief Executive
------------------------------            Officer and Director (principal
Dan R. Lee                                executive officer)

/s/ Gene R. McGrevin
------------------------------            Chairman of the Board of Directors
Gene R. McGrevin

/s/ Rosdon Hendrix
------------------------------            Director
Rosdon Hendrix

/s/ Kenneth F. Davis
------------------------------            Director
Kenneth F. Davis

/s/ Ronald L. Smorada
------------------------------            Director
Ronald L. Smorada

/s/ Roger G. Wilson                       Chief Financial Officer and Treasurer
------------------------------------      (principal financial
Roger G. Wilson                           and accounting officer)



<PAGE>


                                  EXHIBIT INDEX

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

   5           Opinion  of  counsel  as to  legality  of  the  securities  being
               registered

   10(A)       1999 Long-Term Incentive Plan, as amended May 23, 2002

   23(A)       Consent of Arnall Golden Gregory,  LLP (included in opinion filed
               as Exhibit 5)

   23(B)       Consent of Deloitte & Touche LLP

   24          Power of Attorney (included on page II-5)


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

*   Filed herewith.



1467527
[{"type": "S-8", "sequence": "1", "filename": "isolysers8502.txt", "description": "FORM S-8", "secsgml_size_bytes": 13580}]
{"company-data": {"conformed-name": "ISOLYSER CO INC /GA/", "cik": "0000929299", "assigned-sic": "3842", "irs-number": "581746149", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89696", "film-number": "02669147"}, "business-address": {"street1": "650 ENGINEERING DRIVE", "city": "NORCROSS", "state": "GA", "zip": "30092", "phone": "7708069898"}, "mail-address": {"street1": "4320 INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
As filed with the Securities and Exchange Commission on June 3, 2002

                                            Registration Statement No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
 -------------------------------------------------------------------------------

                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ISOLYSER COMPANY, INC.
             (Exact name of registrant as specified in its charter)

 GEORGIA                                                    58-1746149
 (State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

                           1850-E BEAVER RIDGE CIRCLE
                             NORCROSS, GEORGIA 30071

   (Address, including zip code, of registrant's principal executive offices)

             1999 LONG-TERM INCENTIVE PLAN, AS AMENDED MAY 23, 2002
                              (Full Title of Plan)

                                   DAN R. LEE
                                512 LEHMBERG ROAD
                           COLUMBUS, MISSISSIPPI 39702
                                 (662) 327-1863
     (Name and address, including zip code, and telephone number, including
                        area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                           ARNALL GOLDEN GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------

                                                              Proposed maximum          Proposed maximum       Amount of
Title of each class of              Amount to be              offering price per        aggregate              registration
securities to be registered         registered                share(1)                  offering price(1)      fee

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

Common Stock, $.001 par value       2,000,000                 $2.751                    $5,502,000             $507.00

------------------------------------------------------------------------------------------------------------------------------------
(1)       Estimated  solely for purposes of  calculating  the  registration  fee
          pursuant  to Rule 457 (c) and (h) based on the  average of the bid and
          asked price of the Company's Common Stock on May 28, 2002, as reported
          by The Nasdaq Stock Market.
PART II

Item 3.       Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2001 (File No. 0-24866);

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (File No. 0-24866) filed May 14, 2002; and

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27, 1994 and December 20, 1996.

     (d) The Company's Current Report on Form 8-K filed April 23, 2002 (File No.
0-24866).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  after  the  filing  hereof  and  prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

     Pursuant  to Sections  14-2-851  through  14-2-857 of the Georgia  Business
Corporation Code, as amended, the directors,  officers,  employees and agents of
the Company may, and in some cases must,  be  indemnified  by the Company  under
certain  circumstances  against expenses and liabilities  incurred by or imposed
upon them as a result of actions,  suits or proceedings  brought against them as
directors,  officers,  employees and agents of the Company  (including  actions,
suits  or  proceedings  brought  against  them  for  violations  of the  federal
securities   laws).   Article  Nine  of  the  Company's   Bylaws   provides  for
indemnifications  of  directors to the fullest  extent  permitted by the Georgia
Business  Corporation Code. These provisions  generally mirror Sections 14-2-851
through 14-2-857 of the Georgia Business Corporation Code.

                                      II-2
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

   5           Opinion  of  counsel  as to  legality  of  the  securities  being
               registered

   10(A)       1999 Long-Term Incentive Plan, as amended May 23, 2002

   23(A)       Consent of Arnall Golden Gregory,  LLP (included in opinion filed
               as Exhibit 5)

   23(B)       Consent of Deloitte & Touche LLP

   24          Power of Attorney (included on page II-5)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes as follows:

     (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
               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 aggregate,  represent a fundamental  change in the information
               set forth in this registration statement;

                                      II-3
(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 the  undertakings set forth in paragraphs (i) and (ii)
above  do  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  Registrant  pursuant  to  Section  13(a) or  Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining  any liability under the 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 the 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.

     (4) That,  for purposes of  determining  any  liability  under the 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 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.

     (5) Insofar as indemnification for liabilities arising under the 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  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 by 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 Act and will be governed by the final adjudication of
such issue.

                         [SIGNATURES ON FOLLOWING PAGE]

                                  II-4
SIGNATURES

     In accordance  with 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  of filing  on Form S-8 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Columbus, State of Mississippi, on June 3, 2002.

                        ISOLYSER COMPANY, INC.

                        By:  /s/ Dan R. Lee
                            ------------------------------------------
                             Dan R. Lee, President and
                             Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints Dan R. Lee and Roger G. Wilson, and each of them,
as 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,  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 either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                    [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

                                  II-5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 was signed by the  following  persons in the
capacities indicated on June 3, 2002.

SIGNATURE                                 TITLE

/s/ Dan R. Lee                            President, Chief Executive
------------------------------            Officer and Director (principal
Dan R. Lee                                executive officer)

/s/ Gene R. McGrevin
------------------------------            Chairman of the Board of Directors
Gene R. McGrevin

/s/ Rosdon Hendrix
------------------------------            Director
Rosdon Hendrix

/s/ Kenneth F. Davis
------------------------------            Director
Kenneth F. Davis

/s/ Ronald L. Smorada
------------------------------            Director
Ronald L. Smorada

/s/ Roger G. Wilson                       Chief Financial Officer and Treasurer
------------------------------------      (principal financial
Roger G. Wilson                           and accounting officer)
EXHIBIT INDEX

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

   5           Opinion  of  counsel  as to  legality  of  the  securities  being
               registered

   10(A)       1999 Long-Term Incentive Plan, as amended May 23, 2002

   23(A)       Consent of Arnall Golden Gregory,  LLP (included in opinion filed
               as Exhibit 5)

   23(B)       Consent of Deloitte & Touche LLP

   24          Power of Attorney (included on page II-5)

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

*   Filed herewith.

1467527