Registration No. 33-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                           ENVIRONMENT|ONE CORPORATION
 ................................................................................
             (Exact name of registrant as specified in its charter)


                 New York                                   14-1505298
 ..........................................            ....................
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)


2773 Balltown Road, Schenectady, New York                  12309-1090
 ..........................................           .....................
(Address of Principal Executive Offices)                   (Zip Code)


   Environment|One Corporation 1996 Incentive Plan for Non-Employee Directors
 ................................................................................
                            (Full title of the plan)


           Stephen V. Ardia, President, CEO and Chairman of the Board
              2773 Balltown Road, Schenectady, New York 12309-1090
 ................................................................................
                     (Name and address of agent for service)


                                 (518) 346-6161
 ................................................................................
         (Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed                    Proposed
         Title of                                                 maximum                     maximum
        securities                    Amount                     offering                    aggregate                   Amount of
           to be                       to be                       price                     offering                  registration
        registered                  registered                  per share*                    price*                        fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                             <C>                        <C>                          <C>       
Common Stock, $0.10               100,000 shares                  $5.50                      $550,000                     $183.33   
par value per share
====================================================================================================================================
</TABLE>
* Estimated  pursuant  to Rule  457  solely  for  purposes  of  calculating  the
  registration  fee and based upon the average  high and low prices  reported by
  the Nasdaq Small Cap Market on October 25, 1996.


                            Exhibit Index on page 5.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents filed by Environment|One  Corporation
(the "Company")  (Exchange Act File No. 1-7037) with the Securities and Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a)      Annual  Report  on Form  10-KSB  for the  year  ended
                           December 31, 1995, filed with the Commission on March
                           28, 1996;

                  (b)      Quarterly Reports on Forms 10-QSB,  for the quarterly
                           periods  ended  March  31,  1996,  June 30,  1996 and
                           September 30, 1996,  filed with the Commission on May
                           9,  1996,   July  31,  1996  and  October  29,  1996,
                           respectively; and

                  (c)      The   descriptions  of  the  Company's  Common  Stock
                           contained in the  Company's  registration  statements
                           filed under section 12 of the Securities Exchange Act
                           of 1934,  including  any  amendments or reports filed
                           for the purpose of updating such descriptions.

                  All  reports  and other  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities offered hereby have been sold or which deregisters
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.

















                                   Page 3 of 8
<PAGE>
Item 6.           Indemnification of Officers and Directors.

                  Under  the New York  Business  Corporation  Law  ("NYBCL"),  a
corporation  may indemnify its directors and officers  made, or threatened to be
made, a party to any action or  proceeding,  except for  stockholder  derivative
suits,  if such director or officer acted in good faith,  for a purpose which he
or she  reasonably  believed  to be in or,  in the case of  service  to  another
corporation  or   enterprise,   not  opposed  to,  the  best  interests  of  the
corporation,  and, in criminal  proceedings,  had no reasonable cause to believe
his or her conduct was unlawful.  In the case of stockholder  derivative  suits,
the  corporation  may indemnify a director or officer if he or she acted in good
faith for a purpose which he or she reasonably believed to be in or, in the case
of  service  to  another  corporation  or  enterprise,  not  opposed to the best
interests  of the  corporation,  except that no  indemnification  may be made in
respect of (i) a  threatened  action,  or a pending  action  which is settled or
otherwise  disposed  of, or (ii) any  claim,  issue or  matter as to which  such
person has been adjudged to be liable to the corporation, unless and only to the
extent  that the court in which the  action  was  brought,  or, if no action was
brought, any court of competent jurisdiction,  determines upon application that,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

                  Any person who has been  successful on the merits or otherwise
in the defense of a civil or criminal  action or proceeding  will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraph  may be made only if  authorized  in the specific  case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct by (i) the  disinterested  directors if a quorum is available,  (ii) the
board  upon the  written  opinion  of  independent  legal  counsel  or (iii) the
stockholders.

                  The  indemnification  described  above  under the NYBCL is not
exclusive of other indemnification  rights to which a director or officer may be
entitled,  whether  contained in the certificate of  incorporation  or bylaws or
when  authorized by (i) such  certificate  of  incorporation  or bylaws;  (ii) a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on  behalf  of any  director  or  officer  if a  judgment  or other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

                  The  foregoing  statement  is  qualified  in its  entirety  by
reference to Sections 715, 717, 721 through 725 of the NYBCL.










                                   Page 4 of 8
<PAGE>
                  Article   "TWELFTH"   of   the   Company's    Certificate   of
Incorporation  provides that the Company's  directors shall not be liable to the
Company  or its  shareholders  for  monetary  damages  as a result  of breach of
fiduciary  duty,  except  for  liability  if a  judgment  or final  adjudication
establishes  that a director's acts or omissions were undertaken in bad faith or
involved  intentional  misconduct  or a knowing  violation  of law,  or that the
director  personally  gained a financial profit or advantage to which he was not
entitled, or that the director violated NYBCL Section 719, as amended.

                  Article  12 of the  Bylaws of the  Company  provides  that the
Company shall indemnify any person made, or threatened to be made, a party to an
action,  suit  or  proceeding,   whether  criminal,  civil,   administrative  or
investigative,  by reason of the fact that he is or was a director or officer of
the Corporation,  or served any other corporation,  partnership,  joint venture,
trust,  employee  benefit  plan,  or  other  enterprise  at the  request  of the
corporation  while he was such a director  or  officer,  to the  fullest  extent
permitted by the NYBCL.

Item 7.           Exemption From Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

         4.1      Certificate of Incorporation of the Company,  previously filed
                  with the Commission as Exhibit 3.1 to the Company's  Quarterly
                  Report on Form 10-QSB for the period ending June 30, 1988 (No.
                  1-7037) and incorporated herein by reference.

         4.2      Bylaws of the Company, previously filed with the Commission as
                  Exhibit 3.2 to the Company's  Quarterly  Report on Form 10-QSB
                  for  the  period  ending  June  30,  1988  (No.   1-7037)  and
                  incorporated herein by reference.

         4.3      Environment|One    Corporation   1996   Incentive   Plan   for
                  Non-Employee Directors

         5.1      Opinion of Bond,  Schoeneck & King,  LLP as to the validity of
                  certain shares being registered.

         23.1     Consent of KPMG Peat Marwick LLP

         23.2     Consent of Bond,  Schoeneck & King,  LLP  (included in Exhibit
                  5.1).

         24       Power of  Attorney  (included  at page 7 of this  Registration
                  Statement).











                                   Page 5 of 8
<PAGE>
Item 9.           Undertakings.

         The undersigned registrant hereby undertakes:

                  1.       (a)      To file,  during any period in which  offers
                                    or sales are being  made,  a  post-effective
                                    amendment to this registration  statement 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.

                           (b)      That,  for the  purpose of  determining  any
                                    liability  under the Securities Act of 1933,
                                    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.

                           (c)      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.

                  2.       That, for purposes of determining any liability under
                           the  Securities  Act  of  1933,  each  filing  of the
                           registrant's  annual report pursuant to Section 13(a)
                           or 15(d) of the Securities Exchange Act of 1934 (and,
                           where applicable,  each filing of an employee benefit
                           plan's annual report pursuant to Section 15(d) of the
                           Securities Exchange Act of 1934) 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.

                  3.       Insofar as  indemnification  for liabilities  arising
                           under the  Securities Act of 1933 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



                                   Page 6 of 8
<PAGE>
                           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

                  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  the
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Schenectady, New York on the 16th day of October, 1996.


                                                     ENVIRONMENT|ONE CORPORATION

                                                     By:  /s/ Stephen V. Ardia
                                                          ----------------------
                                                          Stephen V. Ardia
                                                          President, CEO and
                                                          Chairman of the Board


                  Each person whose  signature  appears below hereby  authorizes
Stephen V. Ardia, as attorney-in-fact, to execute in the name of such person and
to file this  registration  statement  (including  any changes  that he may deem
necessary  or  appropriate)   and  any  amendments,   including   post-effective
amendments, hereto.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
          Signature                                  Title                                     Date
          ---------                                  -----                                     ----
<S>                                        <C>                                           <C>


 /s/ Stephen V. Ardia
---------------------------------
         Stephen V. Ardia                  President, CEO and Chairman
                                                  of the Board                            October 16, 1996


 /s/ Philip W. Welsh
---------------------------------
         Philip W. Welsh                         Treasurer and
                                               Director of Finance                        October 16, 1996
</TABLE>


                                   Page 7 of 8
<PAGE>
<TABLE>
<CAPTION>
          Signature                                  Title                                     Date
          ---------                                  -----                                     ----
<S>                                        <C>                                           <C>
/s/ Walter W. Aker
---------------------------------
         Walter W. Aker                              Director                             October 16, 1996


  /s/ John L. Allen
---------------------------------
          John L. Allen                              Director                             October 16, 1996


  /s/ Angelo Dounoucos
---------------------------------
          Angelo Dounoucos                           Director                             October 16, 1996


  /s/ Lars G. Grenback
---------------------------------
          Lars G. Grenback                           Director                             October 16, 1996


  /s/ Robert G. James
---------------------------------
          Robert G. James                            Director                             October 16, 1996


  /s/ Rolf E. Soderstrom
---------------------------------
          Rolf E. Soderstrom                         Director                             October 16, 1996
</TABLE>
























                                   Page 8 of 8
[{"type": "S-8", "sequence": "1", "description": "1996 NON-EMPLOYEE DIRECTORS PLAN", "secsgml_size_bytes": 19766}]
{"company-data": {"conformed-name": "ENVIRONMENT ONE CORP", "cik": "0000033081", "assigned-sic": "3580", "irs-number": "141505298", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15221", "film-number": "96651331"}, "business-address": {"street1": "2773 BALLTOWN RD", "city": "SCHENECTADY", "state": "NY", "zip": "12309-1090", "phone": "5183466161"}, "mail-address": {"street1": "2773 BALLTOWN ROAD", "city": "SCHENECTADY", "state": "NY", "zip": "12309-1090"}, "former-company": {"former-conformed-name": "ENVIRONMENTAL TECHNOLOGY INC", "date-changed": "19720915"}}
Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ---------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           ENVIRONMENT|ONE CORPORATION
 ................................................................................
             (Exact name of registrant as specified in its charter)

                 New York                                   14-1505298
 ..........................................            ....................
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

2773 Balltown Road, Schenectady, New York                  12309-1090
 ..........................................           .....................
(Address of Principal Executive Offices)                   (Zip Code)

   Environment|One Corporation 1996 Incentive Plan for Non-Employee Directors
 ................................................................................
                            (Full title of the plan)

           Stephen V. Ardia, President, CEO and Chairman of the Board
              2773 Balltown Road, Schenectady, New York 12309-1090
 ................................................................................
                     (Name and address of agent for service)

                                 (518) 346-6161
 ................................................................................
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed                    Proposed
         Title of                                                 maximum                     maximum
        securities                    Amount                     offering                    aggregate                   Amount of
           to be                       to be                       price                     offering                  registration
        registered                  registered                  per share*                    price*                        fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.10               100,000 shares                  $5.50                      $550,000                     $183.33   
par value per share
====================================================================================================================================
* Estimated  pursuant  to Rule  457  solely  for  purposes  of  calculating  the
  registration  fee and based upon the average  high and low prices  reported by
  the Nasdaq Small Cap Market on October 25, 1996.

                            Exhibit Index on page 5.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents filed by Environment|One  Corporation
(the "Company")  (Exchange Act File No. 1-7037) with the Securities and Exchange
Commission (the  "Commission")  are incorporated  herein by reference and made a
part hereof:

                  (a)      Annual  Report  on Form  10-KSB  for the  year  ended
                           December 31, 1995, filed with the Commission on March
                           28, 1996;

                  (b)      Quarterly Reports on Forms 10-QSB,  for the quarterly
                           periods  ended  March  31,  1996,  June 30,  1996 and
                           September 30, 1996,  filed with the Commission on May
                           9,  1996,   July  31,  1996  and  October  29,  1996,
                           respectively; and

                  (c)      The   descriptions  of  the  Company's  Common  Stock
                           contained in the  Company's  registration  statements
                           filed under section 12 of the Securities Exchange Act
                           of 1934,  including  any  amendments or reports filed
                           for the purpose of updating such descriptions.

                  All  reports  and other  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities offered hereby have been sold or which deregisters
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.

                                   Page 3 of 8
Item 6.           Indemnification of Officers and Directors.

                  Under  the New York  Business  Corporation  Law  ("NYBCL"),  a
corporation  may indemnify its directors and officers  made, or threatened to be
made, a party to any action or  proceeding,  except for  stockholder  derivative
suits,  if such director or officer acted in good faith,  for a purpose which he
or she  reasonably  believed  to be in or,  in the case of  service  to  another
corporation  or   enterprise,   not  opposed  to,  the  best  interests  of  the
corporation,  and, in criminal  proceedings,  had no reasonable cause to believe
his or her conduct was unlawful.  In the case of stockholder  derivative  suits,
the  corporation  may indemnify a director or officer if he or she acted in good
faith for a purpose which he or she reasonably believed to be in or, in the case
of  service  to  another  corporation  or  enterprise,  not  opposed to the best
interests  of the  corporation,  except that no  indemnification  may be made in
respect of (i) a  threatened  action,  or a pending  action  which is settled or
otherwise  disposed  of, or (ii) any  claim,  issue or  matter as to which  such
person has been adjudged to be liable to the corporation, unless and only to the
extent  that the court in which the  action  was  brought,  or, if no action was
brought, any court of competent jurisdiction,  determines upon application that,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably  entitled to indemnity for such portion of the settlement  amount and
expenses as the court deems proper.

                  Any person who has been  successful on the merits or otherwise
in the defense of a civil or criminal  action or proceeding  will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any  indemnification  under the NYBCL pursuant to
the above  paragraph  may be made only if  authorized  in the specific  case and
after a finding  that the  director  or officer  met the  requisite  standard of
conduct by (i) the  disinterested  directors if a quorum is available,  (ii) the
board  upon the  written  opinion  of  independent  legal  counsel  or (iii) the
stockholders.

                  The  indemnification  described  above  under the NYBCL is not
exclusive of other indemnification  rights to which a director or officer may be
entitled,  whether  contained in the certificate of  incorporation  or bylaws or
when  authorized by (i) such  certificate  of  incorporation  or bylaws;  (ii) a
resolution of stockholders, (iii) a resolution of directors or (iv) an agreement
providing for such indemnification, provided that no indemnification may be made
to or on  behalf  of any  director  or  officer  if a  judgment  or other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

                  The  foregoing  statement  is  qualified  in its  entirety  by
reference to Sections 715, 717, 721 through 725 of the NYBCL.

                                   Page 4 of 8
Article   "TWELFTH"   of   the   Company's    Certificate   of
Incorporation  provides that the Company's  directors shall not be liable to the
Company  or its  shareholders  for  monetary  damages  as a result  of breach of
fiduciary  duty,  except  for  liability  if a  judgment  or final  adjudication
establishes  that a director's acts or omissions were undertaken in bad faith or
involved  intentional  misconduct  or a knowing  violation  of law,  or that the
director  personally  gained a financial profit or advantage to which he was not
entitled, or that the director violated NYBCL Section 719, as amended.

                  Article  12 of the  Bylaws of the  Company  provides  that the
Company shall indemnify any person made, or threatened to be made, a party to an
action,  suit  or  proceeding,   whether  criminal,  civil,   administrative  or
investigative,  by reason of the fact that he is or was a director or officer of
the Corporation,  or served any other corporation,  partnership,  joint venture,
trust,  employee  benefit  plan,  or  other  enterprise  at the  request  of the
corporation  while he was such a director  or  officer,  to the  fullest  extent
permitted by the NYBCL.

Item 7.           Exemption From Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

         4.1      Certificate of Incorporation of the Company,  previously filed
                  with the Commission as Exhibit 3.1 to the Company's  Quarterly
                  Report on Form 10-QSB for the period ending June 30, 1988 (No.
                  1-7037) and incorporated herein by reference.

         4.2      Bylaws of the Company, previously filed with the Commission as
                  Exhibit 3.2 to the Company's  Quarterly  Report on Form 10-QSB
                  for  the  period  ending  June  30,  1988  (No.   1-7037)  and
                  incorporated herein by reference.

         4.3      Environment|One    Corporation   1996   Incentive   Plan   for
                  Non-Employee Directors

         5.1      Opinion of Bond,  Schoeneck & King,  LLP as to the validity of
                  certain shares being registered.

         23.1     Consent of KPMG Peat Marwick LLP

         23.2     Consent of Bond,  Schoeneck & King,  LLP  (included in Exhibit
                  5.1).

         24       Power of  Attorney  (included  at page 7 of this  Registration
                  Statement).

                                   Page 5 of 8
Item 9.           Undertakings.

         The undersigned registrant hereby undertakes:

                  1.       (a)      To file,  during any period in which  offers
                                    or sales are being  made,  a  post-effective
                                    amendment to this registration  statement 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.

                           (b)      That,  for the  purpose of  determining  any
                                    liability  under the Securities Act of 1933,
                                    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.

                           (c)      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.

                  2.       That, for purposes of determining any liability under
                           the  Securities  Act  of  1933,  each  filing  of the
                           registrant's  annual report pursuant to Section 13(a)
                           or 15(d) of the Securities Exchange Act of 1934 (and,
                           where applicable,  each filing of an employee benefit
                           plan's annual report pursuant to Section 15(d) of the
                           Securities Exchange Act of 1934) 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.

                  3.       Insofar as  indemnification  for liabilities  arising
                           under the  Securities Act of 1933 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

                                   Page 6 of 8
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

                  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  the
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Schenectady, New York on the 16th day of October, 1996.

                                                     ENVIRONMENT|ONE CORPORATION

                                                     By:  /s/ Stephen V. Ardia
                                                          ----------------------
                                                          Stephen V. Ardia
                                                          President, CEO and
                                                          Chairman of the Board

                  Each person whose  signature  appears below hereby  authorizes
Stephen V. Ardia, as attorney-in-fact, to execute in the name of such person and
to file this  registration  statement  (including  any changes  that he may deem
necessary  or  appropriate)   and  any  amendments,   including   post-effective
amendments, hereto.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                  Title                                     Date
          ---------                                  -----                                     ----
/s/ Stephen V. Ardia
---------------------------------
         Stephen V. Ardia                  President, CEO and Chairman
                                                  of the Board                            October 16, 1996

 /s/ Philip W. Welsh
---------------------------------
         Philip W. Welsh                         Treasurer and
                                               Director of Finance                        October 16, 1996
Page 7 of 8
Signature                                  Title                                     Date
          ---------                                  -----                                     ----
/s/ Walter W. Aker
---------------------------------
         Walter W. Aker                              Director                             October 16, 1996

  /s/ John L. Allen
---------------------------------
          John L. Allen                              Director                             October 16, 1996

  /s/ Angelo Dounoucos
---------------------------------
          Angelo Dounoucos                           Director                             October 16, 1996

  /s/ Lars G. Grenback
---------------------------------
          Lars G. Grenback                           Director                             October 16, 1996

  /s/ Robert G. James
---------------------------------
          Robert G. James                            Director                             October 16, 1996

  /s/ Rolf E. Soderstrom
---------------------------------
          Rolf E. Soderstrom                         Director                             October 16, 1996
Page 8 of 8