Registration No. _____________
                                                                  
                   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.)

                    4320 INTERNATIONAL BOULEVARD, N.W.
                         NORCROSS, GEORGIA  30093
       (Address, including zip code, of registrant's principal executive
                                 offices)

                             STOCK OPTION PLAN
                           (Full Title of Plan)

                             ROBERT L. TAYLOR
                    4320 INTERNATIONAL BOULEVARD, N.W.
                         NORCROSS, GEORGIA  30093
                              (770) 381-7566
       (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
                         2800 ONE ATLANTIC CENTER
                        1201 WEST PEACHTREE STREET
                        ATLANTA, GEORGIA 30309-3450

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
________________________________________________________________________________________
Title of each                        Proposed maximum  Proposed maximum   Amount of
class of securities   Amount to be   offering price    aggregate          registration
to be registered      registered     per share(1)      offering price(1)  fee
________________________________________________________________________________________
<S>                   <C>            <C>              <C>                 <C>

Common Stock,         2,000,000        $10.25         $20,500,000.00       $7068.97
$.001 par value
________________________________________________________________________________________
</TABLE>

     
(1)  Estimated solely for purposes of calculating the
     registration fee pursuant to Rule 457(c) and (h) and based
     upon the average of the high and low prices of the Company's
     Common Stock on August 27, 1996, 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, 1995 (File No. 0-24866);

    (b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996 (File No. 0-
24866) filed May 15, 1996 and August 14, 1996, respectively; and

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

  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 Corporation 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 Corporation
(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.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions of the Georgia Business Corporation
Code and the Company's Bylaws, the Company has been informed that
indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore
unenforceable.

Item 7. Exemption from Registration Claimed.

  Not applicable.

Item 8. Exhibits.
                                                              
    Exhibit No.       Description                              

      3.1           Articles of Incorporation of
                    Isolyser Company, Inc.* 
         
      3.2           Amended and Restated By-laws of
                    Isolyser Company, Inc.*

      3.3           First Amendment to the Amended and
                    Restated By-laws of Isolyser Company, Inc.**

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

      23.1          Consent of Arnall Golden &
                    Gregory (included in opinion
                    filed as Exhibit 5)

      23.2          Consent of Deloitte & Touche LLP

      24            Power of Attorney (Included on signature page) 

_____________________________
*   Incorporated by reference to the Company's Registration
    Statement on Form S-1 (File No. 33-83474)

**  Incorporated by reference to the Company's Current Report on 
    Form 8-K filed with the Commission
    on July 29, 1996.

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;

      (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 manner 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]

                                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 Atlanta, State of
Georgia, on August 29, 1996.


                          ISOLYSER COMPANY, INC.



                          By:/s/ Robert L. Taylor                          
                             _____________________________________
                             Robert L. Taylor, President and 
                             Chief Executive Officer



                             POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Robert L. Taylor and C.
Fred Harlow,  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]
                 
    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 August 29, 1996.

SIGNATURE                      TITLE

/s/ Robert L. Taylor           President, Chief Executive Officer
__________________________     and Chairman of the Board of Directors          
Robert L. Taylor               (principal executive officer)


/s/ Travis W. Honeycutt        Executive Vice President,
__________________________     Secretary and Director
Travis W. Honeycutt


/s/ C. Fred Harlow             Senior Vice President of Finance, Chief
__________________________     Financial Officer, Treasurer and Director
C. Fred Harlow                (principal financial and accounting officer)


/s/ Rosdon Hendrix             Director
__________________________
Rosdon Hendrix


/s/ Jamal Silim                Director
__________________________
Jamal Silim


		               Director
_________________________
Kenneth F. Davis
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13066}]
{"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": "333-11407", "film-number": "96625918"}, "business-address": {"street1": "4320 INTERNATIONAL BLVD NW", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7703817566"}, "mail-address": {"street1": "4320 INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
Registration No. _____________
                                                                  
                   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.)

                    4320 INTERNATIONAL BOULEVARD, N.W.
                         NORCROSS, GEORGIA  30093
       (Address, including zip code, of registrant's principal executive
                                 offices)

                             STOCK OPTION PLAN
                           (Full Title of Plan)

                             ROBERT L. TAYLOR
                    4320 INTERNATIONAL BOULEVARD, N.W.
                         NORCROSS, GEORGIA  30093
                              (770) 381-7566
       (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
                         2800 ONE ATLANTIC CENTER
                        1201 WEST PEACHTREE STREET
                        ATLANTA, GEORGIA 30309-3450

                      CALCULATION OF REGISTRATION FEE
________________________________________________________________________________________
Title of each                        Proposed maximum  Proposed maximum   Amount of
class of securities   Amount to be   offering price    aggregate          registration
to be registered      registered     per share(1)      offering price(1)  fee
________________________________________________________________________________________
Common Stock,         2,000,000        $10.25         $20,500,000.00       $7068.97
$.001 par value
________________________________________________________________________________________
(1)  Estimated solely for purposes of calculating the
     registration fee pursuant to Rule 457(c) and (h) and based
     upon the average of the high and low prices of the Company's
     Common Stock on August 27, 1996, 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, 1995 (File No. 0-24866);

    (b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996 (File No. 0-
24866) filed May 15, 1996 and August 14, 1996, respectively; and

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

  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 Corporation 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 Corporation
(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.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers or persons controlling the Company pursuant
to the foregoing provisions of the Georgia Business Corporation
Code and the Company's Bylaws, the Company has been informed that
indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore
unenforceable.

Item 7. Exemption from Registration Claimed.

  Not applicable.

Item 8. Exhibits.
                                                              
    Exhibit No.       Description                              

      3.1           Articles of Incorporation of
                    Isolyser Company, Inc.* 
         
      3.2           Amended and Restated By-laws of
                    Isolyser Company, Inc.*

      3.3           First Amendment to the Amended and
                    Restated By-laws of Isolyser Company, Inc.**

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

      23.1          Consent of Arnall Golden &
                    Gregory (included in opinion
                    filed as Exhibit 5)

      23.2          Consent of Deloitte & Touche LLP

      24            Power of Attorney (Included on signature page) 

_____________________________
*   Incorporated by reference to the Company's Registration
    Statement on Form S-1 (File No. 33-83474)

**  Incorporated by reference to the Company's Current Report on 
    Form 8-K filed with the Commission
    on July 29, 1996.

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;

      (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 manner 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]

                                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 Atlanta, State of
Georgia, on August 29, 1996.

                          ISOLYSER COMPANY, INC.

                          By:/s/ Robert L. Taylor                          
                             _____________________________________
                             Robert L. Taylor, President and 
                             Chief Executive Officer

                             POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Robert L. Taylor and C.
Fred Harlow,  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]
                 
    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 August 29, 1996.

SIGNATURE                      TITLE

/s/ Robert L. Taylor           President, Chief Executive Officer
__________________________     and Chairman of the Board of Directors          
Robert L. Taylor               (principal executive officer)

/s/ Travis W. Honeycutt        Executive Vice President,
__________________________     Secretary and Director
Travis W. Honeycutt

/s/ C. Fred Harlow             Senior Vice President of Finance, Chief
__________________________     Financial Officer, Treasurer and Director
C. Fred Harlow                (principal financial and accounting officer)

/s/ Rosdon Hendrix             Director
__________________________
Rosdon Hendrix

/s/ Jamal Silim                Director
__________________________
Jamal Silim

		               Director
_________________________
Kenneth F. Davis