<PAGE>

     As filed with the Securities and Exchange Commission on March 1, 1996.

                                                    Registration No. 33-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

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

                             CRYENCO SCIENCES, INC.
             (Exact name of registrant as specified in its charter)



              DELAWARE                                  52-1471630
    (State or other jurisdiction of     (I.R.S. employer identification number)
     incorporation or organization)

                               3811 JOLIET STREET
                             DENVER, COLORADO  80239
               (Address of principal executive offices) (Zip Code)


                               1995 INCENTIVE AND
                         NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                                ALFRED SCHECHTER
                              CHAIRMAN OF THE BOARD
                             CRYENCO SCIENCES, INC.
                   C/O CHARTERHOUSE GROUP INTERNATIONAL, INC.
                         535 MADISON AVENUE - 28TH FLOOR
                             NEW YORK, NEW YORK 10022
                     (Name and address of agent for service)
                                  (212) 421-3125
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             JEFFREY N. SIEGEL, ESQ.
                              SHACK & SIEGEL, P.C.
                                530 FIFTH AVENUE
                            NEW YORK, NEW YORK  10036

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
  Title of securities        Amount to be    Proposed maximum offering    Proposed maximum aggregate      Amount of
   to be registered           registered         price per share*               offering price         Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                        <C>                       <C>
Class A Common Stock,
par value $.01 per share       300,000                 $3.75                      $1,125,000                $388.00
------------------------------------------------------------------------------------------------------------------------
</TABLE>
     *Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and 457(h) on the basis of the average of the
     high and low prices reported on the NASDAQ National Market System for
     the Registrant's Common Stock on February 27, 1996.

     If any of the securities being registered pursuant to this form are to
     be offered on a delayed or continuous basis pursuant to Rule 415 under
     the Securities Act of 1933, as amended, check the following box.  /X/

===============================================================================
<PAGE>

                                     PART I

                            INFORMATION REQUIRED IN THE
                              SECTION 10(a) PROSPECTUS

     The documents containing the information specified by this Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant's Annual Report on Form 10-K for the fiscal year ended
August 31, 1995, the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1995 and the description of the Registrant's Class A
Common Stock, par value $.01 per share, set forth in the Registrant's
Registration Statement No. 33-48738 on Form S-2 are incorporated herein by
reference and are deemed to be part hereof.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment indicating that all shares
of Class A Common Stock, par value $.01 per share (the "Shares"), offered by
the Registrant for purchase pursuant to options which may be granted under
the Registrant's 1995 Incentive and Non-Qualified Stock Option Plan have been
sold or deregistering all such Shares then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
                                     2

<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (A)  The Registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") and by the Certificate of Incorporation of the
Registrant.  The Certificate of Incorporation of the Registrant provides that no
director of the Registrant shall be personally liable to the Registrant or to
any stockholder of the Registrant for monetary damages for breach of fiduciary
duty as a director, except that there is no limit on the liability of a director
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the GCL, or (iv) for any transaction from which the director derived an improper
personal benefit.

     (B)  The Board of Directors of the Registrant authorized the Registrant to
enter into indemnity agreements with officers or directors of the Registrant
when and as determined by the Board of Directors.  Pursuant to the foregoing
authority, the Registrant has entered into indemnity agreements with each of its
directors and certain of its officers.

     The indemnity agreements obligate the Registrant to provide the maximum
protection allowed under the GCL.  The indemnity agreements supplement and
increase the protection afforded to officers and directors under the Certificate
of Incorporation in the following respects:

      1.  The indemnity agreements establish the presumption that the officer or
director has met the standard of conduct required for indemnification, as
prescribed under the GCL.  Indemnification will be made unless the Board of
Directors, independent legal counsel or the stockholders of the Registrant
determines that the applicable standard of conduct has not been met.

     2.   The indemnity agreements provide that litigation expenses shall be
paid promptly by the Registrant as they are incurred or shall be advanced on
behalf of the officer or director as may be appropriate against delivery of
invoices therefor in advance of indemnification, provided that if it is
ultimately determined that such officer or director is not entitled to
indemnification for such expenses he or she shall promptly repay such amounts to
the Registrant.

     3.   In the event of a determination by the Board of Directors, independent
legal counsel or the stockholders of the Registrant that an officer or director
did not meet the standard of conduct required for indemnification, the indemnity
agreements allow such officer or director to contest this determination by
petitioning a court to make an independent determination of whether such officer
or director is entitled to indemnification under the indemnity agreements.

     4.   The indemnity agreements explicitly provide for partial
indemnification of costs and expenses in the event that an officer or director
is not entitled to full indemnification under the terms of the indemnity
agreements.

                                     3

<PAGE>

     5.   The indemnity agreements cannot be unilaterally modified or amended by
the Registrant, the Board of Directors or the stockholders of the Registrant.

     (C)  The Registrant maintains a $2,000,000 directors and officers liability
policy with a $2,000,000 excess coverage policy, both of which expire on
December 17, 1996.  However, the scope of such insurance policies contain a
number of limitations with respect to the types of claims covered.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Number           Description
--------------           -----------
      4.1                1995 Incentive and Non-Qualified Stock Option Plan.

      4.2                Form of  Option Agreement under the 1995 Incentive and
                         Non-Qualified Stock Option Plan.

      5                  Opinion of Shack & Siegel, P.C. with respect to
                         the legality of the shares of Common Stock being
                         registered hereby.

     23.1                Consent of Shack & Siegel, P.C. (contained in the
                         Opinion filed as Exhibit 5 hereto).

     23.2                Consent of Ernst & Young LLP.

     24                  Power of Attorney (contained on the signature page
                         hereof).

                                     4

<PAGE>

     ITEM 9.  UNDERTAKINGS.

     A.  The undersigned Registrant hereby undertakes:

          (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 Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining 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.

          (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.

     B.  The undersigned Registrant hereby undertakes 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.

     C.  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

                                    5

<PAGE>

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.

                                       6

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on this 1st day of March,
1996.
                              CRYENCO SCIENCES, INC.
                              (Registrant)

                              By: /s/ Alfred Schechter
                                  --------------------------------
                                  Alfred Schechter,
                                  Chairman of the Board

                                POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints Alfred Schechter and Dale A. Brubaker, and each of them acting
singly, as his attorney-in-fact, to sign in his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

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

       SIGNATURE                   DATE       CAPACITY IN WHICH SIGNED
       ---------                   ----       ------------------------

/s/ Alfred Schechter         March 1, 1996   Chairman of the Board, Chief
-------------------------                    Executive Officer, President and
    Alfred Schechter                         Director of the Company (Principal
                                             Executive Officer)

/s/ Dale A. Brubaker         March 1, 1996   President and Chief Operating
-------------------------                    Officer of Cryenco, Inc. and
    Dale A. Brubaker                         Director of the Company

/s/ James A. Raabe           March 1, 1996   Vice President, Treasurer, Chief
-------------------------                    Financial Officer and Secretary
    James A. Raabe                           of the Company, Vice President,
                                             Treasurer, Chief Financial Officer
                                             and Secretary of Cryenco, Inc.
                                             (Principal Financial and Accounting
                                             Officer)

                                             Director of the Company
-------------------------
    Jerome L. Katz

                                   7


<PAGE>

                                             Director of the Company
-------------------------
    William P. Phelan

/s/ Russell R. Haines        March 1, 1996   Director of the Company
-------------------------
    Russell R. Haines

/s/ Burton J. Ahrens         March 1, 1996   Director of the Company
-------------------------
    Burton J. Ahrens

/s/ Ajit G. Hutheesing       March 1, 1996   Director of the Company
-------------------------
    Ajit G. Hutheesing


                                       8

<PAGE>


                                  EXHIBIT INDEX

 Exhibit Number        Description                                Page
 --------------        -----------                                ----
      4.1              1995 Incentive and Non-Qualified Stock
                       Option Plan.

      4.2              Form of Option Agreement under the
                       1995 Incentive and Non-Qualified Stock
                       Option Plan.

      5                Opinion of Shack & Siegel, P.C. with
                       respect to the legality of the shares of
                       Common Stock being registered hereby.

     23.1              Consent of Shack & Siegel, P.C.
                       (contained in the Opinion filed as
                       Exhibit 5 hereto).

     23.2              Consent of Ernst & Young LLP.

     24                Power of Attorney (contained on the
                       signature page hereof).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18182}]
{"company-data": {"conformed-name": "CRYENCO SCIENCES INC", "cik": "0000798044", "assigned-sic": "3679", "irs-number": "521471630", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01379", "film-number": "96530245"}, "business-address": {"street1": "3811 JOLIET ST", "city": "DENVER", "state": "CO", "zip": "80239", "phone": "3033716332"}, "mail-address": {"street1": "3811 JOLIET STREET", "city": "DENVER", "state": "CO", "zip": "80239"}, "former-company": {"former-conformed-name": "GULF & MISSISSIPPI CORP", "date-changed": "19920223"}}
As filed with the Securities and Exchange Commission on March 1, 1996.

                                                    Registration No. 33-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------

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

                             CRYENCO SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                  52-1471630
    (State or other jurisdiction of     (I.R.S. employer identification number)
     incorporation or organization)

                               3811 JOLIET STREET
                             DENVER, COLORADO  80239
               (Address of principal executive offices) (Zip Code)

                               1995 INCENTIVE AND
                         NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                                ALFRED SCHECHTER
                              CHAIRMAN OF THE BOARD
                             CRYENCO SCIENCES, INC.
                   C/O CHARTERHOUSE GROUP INTERNATIONAL, INC.
                         535 MADISON AVENUE - 28TH FLOOR
                             NEW YORK, NEW YORK 10022
                     (Name and address of agent for service)
                                  (212) 421-3125
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             JEFFREY N. SIEGEL, ESQ.
                              SHACK & SIEGEL, P.C.
                                530 FIFTH AVENUE
                            NEW YORK, NEW YORK  10036

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
  Title of securities        Amount to be    Proposed maximum offering    Proposed maximum aggregate      Amount of
   to be registered           registered         price per share*               offering price         Registration Fee
------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $.01 per share       300,000                 $3.75                      $1,125,000                $388.00
------------------------------------------------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and 457(h) on the basis of the average of the
     high and low prices reported on the NASDAQ National Market System for
     the Registrant's Common Stock on February 27, 1996.

     If any of the securities being registered pursuant to this form are to
     be offered on a delayed or continuous basis pursuant to Rule 415 under
     the Securities Act of 1933, as amended, check the following box.  /X/

===============================================================================
PART I

                            INFORMATION REQUIRED IN THE
                              SECTION 10(a) PROSPECTUS

     The documents containing the information specified by this Part I will be
sent or given to eligible participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant's Annual Report on Form 10-K for the fiscal year ended
August 31, 1995, the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1995 and the description of the Registrant's Class A
Common Stock, par value $.01 per share, set forth in the Registrant's
Registration Statement No. 33-48738 on Form S-2 are incorporated herein by
reference and are deemed to be part hereof.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment indicating that all shares
of Class A Common Stock, par value $.01 per share (the "Shares"), offered by
the Registrant for purchase pursuant to options which may be granted under
the Registrant's 1995 Incentive and Non-Qualified Stock Option Plan have been
sold or deregistering all such Shares then remaining unsold, are deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
                                     2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (A)  The Registrant's authority to indemnify its officers and directors is
governed by the provisions of Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") and by the Certificate of Incorporation of the
Registrant.  The Certificate of Incorporation of the Registrant provides that no
director of the Registrant shall be personally liable to the Registrant or to
any stockholder of the Registrant for monetary damages for breach of fiduciary
duty as a director, except that there is no limit on the liability of a director
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the GCL, or (iv) for any transaction from which the director derived an improper
personal benefit.

     (B)  The Board of Directors of the Registrant authorized the Registrant to
enter into indemnity agreements with officers or directors of the Registrant
when and as determined by the Board of Directors.  Pursuant to the foregoing
authority, the Registrant has entered into indemnity agreements with each of its
directors and certain of its officers.

     The indemnity agreements obligate the Registrant to provide the maximum
protection allowed under the GCL.  The indemnity agreements supplement and
increase the protection afforded to officers and directors under the Certificate
of Incorporation in the following respects:

      1.  The indemnity agreements establish the presumption that the officer or
director has met the standard of conduct required for indemnification, as
prescribed under the GCL.  Indemnification will be made unless the Board of
Directors, independent legal counsel or the stockholders of the Registrant
determines that the applicable standard of conduct has not been met.

     2.   The indemnity agreements provide that litigation expenses shall be
paid promptly by the Registrant as they are incurred or shall be advanced on
behalf of the officer or director as may be appropriate against delivery of
invoices therefor in advance of indemnification, provided that if it is
ultimately determined that such officer or director is not entitled to
indemnification for such expenses he or she shall promptly repay such amounts to
the Registrant.

     3.   In the event of a determination by the Board of Directors, independent
legal counsel or the stockholders of the Registrant that an officer or director
did not meet the standard of conduct required for indemnification, the indemnity
agreements allow such officer or director to contest this determination by
petitioning a court to make an independent determination of whether such officer
or director is entitled to indemnification under the indemnity agreements.

     4.   The indemnity agreements explicitly provide for partial
indemnification of costs and expenses in the event that an officer or director
is not entitled to full indemnification under the terms of the indemnity
agreements.

                                     3
5.   The indemnity agreements cannot be unilaterally modified or amended by
the Registrant, the Board of Directors or the stockholders of the Registrant.

     (C)  The Registrant maintains a $2,000,000 directors and officers liability
policy with a $2,000,000 excess coverage policy, both of which expire on
December 17, 1996.  However, the scope of such insurance policies contain a
number of limitations with respect to the types of claims covered.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Number           Description
--------------           -----------
      4.1                1995 Incentive and Non-Qualified Stock Option Plan.

      4.2                Form of  Option Agreement under the 1995 Incentive and
                         Non-Qualified Stock Option Plan.

      5                  Opinion of Shack & Siegel, P.C. with respect to
                         the legality of the shares of Common Stock being
                         registered hereby.

     23.1                Consent of Shack & Siegel, P.C. (contained in the
                         Opinion filed as Exhibit 5 hereto).

     23.2                Consent of Ernst & Young LLP.

     24                  Power of Attorney (contained on the signature page
                         hereof).

                                     4
ITEM 9.  UNDERTAKINGS.

     A.  The undersigned Registrant hereby undertakes:

          (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 Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

               (iii)  To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section l3 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining 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.

          (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.

     B.  The undersigned Registrant hereby undertakes 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.

     C.  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

                                    5
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.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on this 1st day of March,
1996.
                              CRYENCO SCIENCES, INC.
                              (Registrant)

                              By: /s/ Alfred Schechter
                                  --------------------------------
                                  Alfred Schechter,
                                  Chairman of the Board

                                POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below
hereby appoints Alfred Schechter and Dale A. Brubaker, and each of them acting
singly, as his attorney-in-fact, to sign in his behalf individually and in the
capacity stated below and to file all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

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

       SIGNATURE                   DATE       CAPACITY IN WHICH SIGNED
       ---------                   ----       ------------------------

/s/ Alfred Schechter         March 1, 1996   Chairman of the Board, Chief
-------------------------                    Executive Officer, President and
    Alfred Schechter                         Director of the Company (Principal
                                             Executive Officer)

/s/ Dale A. Brubaker         March 1, 1996   President and Chief Operating
-------------------------                    Officer of Cryenco, Inc. and
    Dale A. Brubaker                         Director of the Company

/s/ James A. Raabe           March 1, 1996   Vice President, Treasurer, Chief
-------------------------                    Financial Officer and Secretary
    James A. Raabe                           of the Company, Vice President,
                                             Treasurer, Chief Financial Officer
                                             and Secretary of Cryenco, Inc.
                                             (Principal Financial and Accounting
                                             Officer)

                                             Director of the Company
-------------------------
    Jerome L. Katz

                                   7
Director of the Company
-------------------------
    William P. Phelan

/s/ Russell R. Haines        March 1, 1996   Director of the Company
-------------------------
    Russell R. Haines

/s/ Burton J. Ahrens         March 1, 1996   Director of the Company
-------------------------
    Burton J. Ahrens

/s/ Ajit G. Hutheesing       March 1, 1996   Director of the Company
-------------------------
    Ajit G. Hutheesing

                                       8
EXHIBIT INDEX

 Exhibit Number        Description                                Page
 --------------        -----------                                ----
      4.1              1995 Incentive and Non-Qualified Stock
                       Option Plan.

      4.2              Form of Option Agreement under the
                       1995 Incentive and Non-Qualified Stock
                       Option Plan.

      5                Opinion of Shack & Siegel, P.C. with
                       respect to the legality of the shares of
                       Common Stock being registered hereby.

     23.1              Consent of Shack & Siegel, P.C.
                       (contained in the Opinion filed as
                       Exhibit 5 hereto).

     23.2              Consent of Ernst & Young LLP.

     24                Power of Attorney (contained on the
                       signature page hereof).