As filed with the Securities and Exchange Commission on August 23, 1996
        ________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM S-8


                             Registration Statement
                                   Under the
                             Securities Act of 1933


                               WasteMasters, Inc.
               (Exact Name of Issuer as Specified in Its Charter)


                Maryland                             52-1507818
        (State of Incorporation)               (I.R.S. Employer ID No.)

            147 Old Solomon's Island Road, Annapolis, Maryland 21401,
                           Telephone: (410) 573-5800
         (Address and Telephone Number of Principal Executive Offices)

         1996 Employee, Consultant and Advisor Stock Compensation Plan
                            (Full Title of the Plan)



           Agent for Service:                          Copy to:
         Mr. Richard D. Masters                Gerald J. Laporte, Esq.
        Chief Executive Officer                  Patton Boggs, L.L.P.
          WasteMasters,  Inc.                    2550 M Street, N.W.
     147 Old Solomon's Island Road             Washington, D.C.  20037
       Annapolis, Maryland  21401             Telephone: (202) 457-6525
       Telephone: (410) 573-5800


                        CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
                                         Proposed Maximum    Proposed Maximum
 Title of Securities to   Amount to be     Offering Price       Aggregate          Amount of
     be Registered         Registered        per Share*      Offering Price*    Registration Fee
<S> <C>
 Common Stock          1,500,000 shares**    $2,250,000        $2,250,000           $775.86
</TABLE>

 * Calculated in accordance  with Rule 457 under the  Securities  Act of 1933,
as amended,  solely for purposes of calculating the registration fee and based
upon the closing  price of the Common Stock as reported  through The NASDAQ
SmallCap Market on August 19, 1996.

** Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
Registration  Ststement  also covers an  indeterminate number  of  shares  of
Common  Stock to be  offered  and sold  pursuant  to the antidilution
provisions  of the 1996  Employee,  Consultant  and Advisor  Stock Compensation
Plan.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information.
Not required to be filed with this Registration Statement.

     Item 2.  Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed by the  Company  with the U.S.  Securities
and Exchange  Commission are hereby  incorporated by reference in this
Registration Statement,  except to the extent that any  statement or information
therein is modified,  superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:

         (a) the  Company's  Annual  Report on Form  10-KSB for the fiscal  year
             ended  December 31, 1995;

         (b) the Company's  Quarterly  Reports on Form 10-QSB for the fiscal
             quarters ended March 31, 1996 and June 30, 1996;

         (c) all other reports filed pursuant to Section 13(a) of the Securities
             Exchange  Act of 1934 since the end of the fiscal  year  covered by
             the document  referred to in (a) above;  and

         (d) from the date of filing of such documents, all documents filed by
             the Company pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
             Securities  Exchange Act of 1934, as amended,  after the date of
             this Registration  Statement and before the filing of a
             post-effective  amendment to this  Registration  Statement that
             indicates  that  all  securities   covered  by  the  Registration
             Statement have been sold or that deregisters all securities
             covered by the Registration Statement then remaining unsold

Item 4. Description of Securities.

         Not applicable.

                                     - 2 -

<PAGE>

         Item 5.  Interests of Named Experts and Counsel.

         Counsel for the Company,  Patton Boggs,  L.L.P.,  Washington,  D.C. and
Baltimore,  Maryland,  has  rendered  an opinion to the effect that the Common
Stock offered hereby,  if and when issued in accordance with the Plan,  will
have been  validly  issued,  fully paid and  nonassessable. Certain lawyers in
Patton Boggs, L.L.P.  beneficially own approximately 13,304  shares of the
Company's  Common  Stock.  As of July 31,  1996, Patton Boggs, L.L.P. was owed
approximately $666,000 for legal services rendered  and  disbursements  incurred
on behalf of the Company and its affiliates.  Patton Boggs, L.L.P. expects that
it may be offered shares registered  under  this  Registration   Statement  in
payment  of  the Company's obligations to the firm.

         Item 6. Indemnification of Directors and Officers.

         Section 2-418 of the Maryland  General  Corporation  Law provides that
a corporation may indemnify its directors or officers and may purchase and
maintain liability  insurance for those persons as and to the  extent  permitted
thereby.

         Article  V of the  By-Laws  of the Company  provides for
indemnification  of the Company's  directors and officers in connection with the
defense of any litigation to which they may be a party  because they were
directors or officers of the Company except  where the director or officer has
been  adjudged  liable to the Company for  negligence or misconduct in the
performance of his or her duties.

         Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be  permitted  to  directors,  officers and
controlling  persons of the Company  pursuant to the  Maryland  General
Corporation  Law,  the  Company's  Certificate  of  Incorporation,  the
Company's By-Laws or any indemnification agreements of the Company with its
directors  and officers,  the Company has been informed that in the opinion of
the Securities and Exchange Commission such  indemnification is against  public
policy as  expressed in the  Securities  Act and is therefore  unenforceable.

         Item 7. Exemption from Registration Claimed.

         Not  applicable.

         Item 8. Exhibits.

         The Exhibits to this  Registration Statement  are  listed  in  the
Exhibit  Index  to  this  Registration Statement,  which Index is incorporated
herein by this reference.

         Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:


<PAGE>


         (1) To file,  during any period in which it offers or sells securities,
         a post-effective amendment to this Registration Statement to:

                  (i) include any prospectus required by Section 10(a)(3) of the
                  Securities  Act of 1933;

                  (ii) reflect in the  prospectus  any facts or events that,
                  individually  or together,  represent a fundamental  change
                  in the  information  in the  Registration Statement;   and

                  (iii)  include  any  additional  or  changed material
                  information on the plan of distribution

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required in a post-effective  amendment is incorporated
         by reference from periodic  reports filed by the  Registrant  under the
         Exchange Act.

         (2) That, for determining liability under the Securities Act, each such
         post-effective  amendment  shall  be  treated  as  a  new  registration
         statement of the securities offered, and the offering of the securities
         at that time shall be deemed to be the initial bona fide offering.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  that  remain  unsold  at the
         termination of the offering.

         (4)  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 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.

         (5) That, 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 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.


<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 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 Town Waldron,  State of Michigan, on the 22nd
day of August 1996.

                                   WasteMasters, Inc.

                                   By: /S/
                                       -------------------------
                                       Richard D. Masters
                                       Chief Executive Officer

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

     Signature                        Title                         Date

     /S/                       Chief Executive Officer,       August 22, 1996
     -----------------------   and Director
     Richard D. Masters        (Principal Executive Officer)


     /S/                       President, Chief Operating     August 22, 1996
     -----------------------   Officer and Director
     Paul Williamson


     /S/                       Director                       August 22, 1996
     -----------------------
     Julius W. Basham, III


     /S/                       Director                       August 22, 1996
     -----------------------
     A. Leon Blaser



     -----------------------   Director                       August 22, 1996
     Ronald W. Pickett


     /S/                       Chief Financial Officer        August 22, 1996
     -----------------------   and Treasurer
     Dennis O'Leary


<PAGE>


                                 EXHIBIT INDEX

Exhibit
Number                           Identification
4.1      WasteMasters, Inc. 1996 Employee, Consultant and Advisor Stock
         Compensation Plan

4.2      Form of Stock Payment  Agreement under 1996 Employee,  Consultant and
         Advisor Stock  Compensation Plan

5        Opinion re Legality

23.1     Consent of Turner,  Jones &  Associates,  p.c. to the use of its
         opinion  included in the Annual Report of the Company on Form 10-KSB
         for the fiscal year ended December 31, 1995

23.2     Consent of Patton  Boggs,  L.L.P.  to the filing of its opinion  with
         respect to the legality of the securities being registered (included in
         Exhibit No. 5)


                                      E-1
[{"type": "S-8", "sequence": "1", "description": "WASTEMASTERS CORPORATION S-8", "secsgml_size_bytes": 13184}]
{"company-data": {"conformed-name": "WASTEMASTERS INC", "cik": "0000748055", "assigned-sic": "5090", "irs-number": "521507818", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10723", "film-number": "96619776"}, "business-address": {"street1": "147 OLD SOLOMONS ISLAND RD", "street2": "5TH FLOOR", "city": "ANNAPOLIS", "state": "MD", "zip": "21401", "phone": "4103543000"}, "mail-address": {"street1": "147 OLD SOLOMONS ISLAND RD", "street2": "5TH FLOOR", "city": "ANNAPOLIS", "state": "MD", "zip": "21401"}, "former-company": {"former-conformed-name": "TOXICOM TECHNOLOGIES INC", "date-changed": "19900208"}}
As filed with the Securities and Exchange Commission on August 23, 1996
        ________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                             Registration Statement
                                   Under the
                             Securities Act of 1933

                               WasteMasters, Inc.
               (Exact Name of Issuer as Specified in Its Charter)

                Maryland                             52-1507818
        (State of Incorporation)               (I.R.S. Employer ID No.)

            147 Old Solomon's Island Road, Annapolis, Maryland 21401,
                           Telephone: (410) 573-5800
         (Address and Telephone Number of Principal Executive Offices)

         1996 Employee, Consultant and Advisor Stock Compensation Plan
                            (Full Title of the Plan)

           Agent for Service:                          Copy to:
         Mr. Richard D. Masters                Gerald J. Laporte, Esq.
        Chief Executive Officer                  Patton Boggs, L.L.P.
          WasteMasters,  Inc.                    2550 M Street, N.W.
     147 Old Solomon's Island Road             Washington, D.C.  20037
       Annapolis, Maryland  21401             Telephone: (202) 457-6525
       Telephone: (410) 573-5800

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum
 Title of Securities to   Amount to be     Offering Price       Aggregate          Amount of
     be Registered         Registered        per Share*      Offering Price*    Registration Fee
Common Stock          1,500,000 shares**    $2,250,000        $2,250,000           $775.86
* Calculated in accordance  with Rule 457 under the  Securities  Act of 1933,
as amended,  solely for purposes of calculating the registration fee and based
upon the closing  price of the Common Stock as reported  through The NASDAQ
SmallCap Market on August 19, 1996.

** Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
Registration  Ststement  also covers an  indeterminate number  of  shares  of
Common  Stock to be  offered  and sold  pursuant  to the antidilution
provisions  of the 1996  Employee,  Consultant  and Advisor  Stock Compensation
Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information.
Not required to be filed with this Registration Statement.

     Item 2.  Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed by the  Company  with the U.S.  Securities
and Exchange  Commission are hereby  incorporated by reference in this
Registration Statement,  except to the extent that any  statement or information
therein is modified,  superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:

         (a) the  Company's  Annual  Report on Form  10-KSB for the fiscal  year
             ended  December 31, 1995;

         (b) the Company's  Quarterly  Reports on Form 10-QSB for the fiscal
             quarters ended March 31, 1996 and June 30, 1996;

         (c) all other reports filed pursuant to Section 13(a) of the Securities
             Exchange  Act of 1934 since the end of the fiscal  year  covered by
             the document  referred to in (a) above;  and

         (d) from the date of filing of such documents, all documents filed by
             the Company pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
             Securities  Exchange Act of 1934, as amended,  after the date of
             this Registration  Statement and before the filing of a
             post-effective  amendment to this  Registration  Statement that
             indicates  that  all  securities   covered  by  the  Registration
             Statement have been sold or that deregisters all securities
             covered by the Registration Statement then remaining unsold

Item 4. Description of Securities.

         Not applicable.

                                     - 2 -
Item 5.  Interests of Named Experts and Counsel.

         Counsel for the Company,  Patton Boggs,  L.L.P.,  Washington,  D.C. and
Baltimore,  Maryland,  has  rendered  an opinion to the effect that the Common
Stock offered hereby,  if and when issued in accordance with the Plan,  will
have been  validly  issued,  fully paid and  nonassessable. Certain lawyers in
Patton Boggs, L.L.P.  beneficially own approximately 13,304  shares of the
Company's  Common  Stock.  As of July 31,  1996, Patton Boggs, L.L.P. was owed
approximately $666,000 for legal services rendered  and  disbursements  incurred
on behalf of the Company and its affiliates.  Patton Boggs, L.L.P. expects that
it may be offered shares registered  under  this  Registration   Statement  in
payment  of  the Company's obligations to the firm.

         Item 6. Indemnification of Directors and Officers.

         Section 2-418 of the Maryland  General  Corporation  Law provides that
a corporation may indemnify its directors or officers and may purchase and
maintain liability  insurance for those persons as and to the  extent  permitted
thereby.

         Article  V of the  By-Laws  of the Company  provides for
indemnification  of the Company's  directors and officers in connection with the
defense of any litigation to which they may be a party  because they were
directors or officers of the Company except  where the director or officer has
been  adjudged  liable to the Company for  negligence or misconduct in the
performance of his or her duties.

         Insofar as indemnification  for liabilities  arising under the
Securities  Act of 1933 may be  permitted  to  directors,  officers and
controlling  persons of the Company  pursuant to the  Maryland  General
Corporation  Law,  the  Company's  Certificate  of  Incorporation,  the
Company's By-Laws or any indemnification agreements of the Company with its
directors  and officers,  the Company has been informed that in the opinion of
the Securities and Exchange Commission such  indemnification is against  public
policy as  expressed in the  Securities  Act and is therefore  unenforceable.

         Item 7. Exemption from Registration Claimed.

         Not  applicable.

         Item 8. Exhibits.

         The Exhibits to this  Registration Statement  are  listed  in  the
Exhibit  Index  to  this  Registration Statement,  which Index is incorporated
herein by this reference.

         Item 9. Undertakings.

         The undersigned Registrant hereby undertakes:
(1) To file,  during any period in which it offers or sells securities,
         a post-effective amendment to this Registration Statement to:

                  (i) include any prospectus required by Section 10(a)(3) of the
                  Securities  Act of 1933;

                  (ii) reflect in the  prospectus  any facts or events that,
                  individually  or together,  represent a fundamental  change
                  in the  information  in the  Registration Statement;   and

                  (iii)  include  any  additional  or  changed material
                  information on the plan of distribution

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required in a post-effective  amendment is incorporated
         by reference from periodic  reports filed by the  Registrant  under the
         Exchange Act.

         (2) That, for determining liability under the Securities Act, each such
         post-effective  amendment  shall  be  treated  as  a  new  registration
         statement of the securities offered, and the offering of the securities
         at that time shall be deemed to be the initial bona fide offering.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  that  remain  unsold  at the
         termination of the offering.

         (4)  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 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.

         (5) That, 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 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 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 Town Waldron,  State of Michigan, on the 22nd
day of August 1996.

                                   WasteMasters, Inc.

                                   By: /S/
                                       -------------------------
                                       Richard D. Masters
                                       Chief Executive Officer

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

     Signature                        Title                         Date

     /S/                       Chief Executive Officer,       August 22, 1996
     -----------------------   and Director
     Richard D. Masters        (Principal Executive Officer)

     /S/                       President, Chief Operating     August 22, 1996
     -----------------------   Officer and Director
     Paul Williamson

     /S/                       Director                       August 22, 1996
     -----------------------
     Julius W. Basham, III

     /S/                       Director                       August 22, 1996
     -----------------------
     A. Leon Blaser

     -----------------------   Director                       August 22, 1996
     Ronald W. Pickett

     /S/                       Chief Financial Officer        August 22, 1996
     -----------------------   and Treasurer
     Dennis O'Leary
EXHIBIT INDEX

Exhibit
Number                           Identification
4.1      WasteMasters, Inc. 1996 Employee, Consultant and Advisor Stock
         Compensation Plan

4.2      Form of Stock Payment  Agreement under 1996 Employee,  Consultant and
         Advisor Stock  Compensation Plan

5        Opinion re Legality

23.1     Consent of Turner,  Jones &  Associates,  p.c. to the use of its
         opinion  included in the Annual Report of the Company on Form 10-KSB
         for the fiscal year ended December 31, 1995

23.2     Consent of Patton  Boggs,  L.L.P.  to the filing of its opinion  with
         respect to the legality of the securities being registered (included in
         Exhibit No. 5)

                                      E-1