<PAGE>

     As filed with the Securities and Exchange Commission on August 29, 1997

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                U S LIQUIDS INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                              76-0519797
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification No.)

     411 N. SAM HOUSTON PARKWAY EAST, SUITE 400, HOUSTON, TEXAS  77060-3545
                    (Address of principal executive offices)

             U S LIQUIDS INC. AMENDED AND RESTATED STOCK OPTION PLAN
                  U S LIQUIDS INC. DIRECTORS' STOCK OPTION PLAN
                              (Full title of plans)

EARL J. BLACKWELL                                 COPY TO:
U S LIQUIDS INC.                                  JOHN D. ROBERTSON, ESQ.
411 N. SAM HOUSTON PARKWAY EAST, SUITE 400        HARTZOG CONGER & CASON
HOUSTON, TEXAS 77060-3545                         201 ROBERT S. KERR, SUITE 1600
(281) 272-4500                                    OKLAHOMA CITY, OKLAHOMA 73102
                                                  (405) 235-7000

           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------------------------------ 
                                                   PROPOSED               PROPOSED 
                                                   MAXIMUM                MAXIMUM 
 TITLE OF SECURITIES TO    AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF      
     BE REGISTERED         REGISTERED(1)            SHARE                  PRICE           REGISTRATION FEE  
<S>                        <C>                <C>                    <C>                   <C>               

 Common Stock, par 
 value $.01 per share 

  Issuable pursuant to       705,125                   $5.69(2)       $4,012,161(3)             $1,216 
  options previously 
  granted under the 
  Amended and Restated 
  Stock Option Plan 
 
  Issuable pursuant to     2,294,875                  $13.81(3)      $31,692,224(3)             $9,604 
  options to be granted 
  under the Amended and 
  Restated Stock Option 
  Plan 

  Issuable pursuant to        10,000                   $9.50(4)          $95,000(4)                $29 
  options previously 
  granted under the 
  Directors' Stock 
  Option Plan 
 
  Issuable pursuant to       290,000                  $13.81(3)       $4,004,900(3)             $1,214 
  options to be granted 
  under the Directors' 
  Stock Option Plan 
------------------------------------------------------------------------------------------------------------ 
</TABLE>

(1)  For the sole purpose of calculating the registration fee, the number of
     shares to be registered under this Registration Statement has been divided
     among four subtotals.
(2)  Pursuant to Rule 457(h) and Rule 457(c), these prices are calculated based
     on a weighted average exercise price of $5.69 per share covering 705,125
     shares subject to stock options previously granted under the Amended and
     Restated Stock Option Plan.
(3)  Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
     for the purpose of calculating the registration fee and are based upon the
     average of the high and low price per share of the Registrant's Common
     Stock as reported on the American Stock Exchange on August 22, 1997.
(4)  Pursuant to Rule 457(h), these prices are calculated based on an exercise
     price of $9.50 per share covering 10,000 shares subject to a stock option
     previously granted under the Directors' Stock Option Plan.

                      ------------------------------------
<PAGE>
                                EXPLANATORY NOTE

     This Registration Statement has been filed by U S Liquids Inc. (the 
"Company") in order to register an aggregate of 3,300,000 shares of Common 
Stock, as follows: (i) 705,125 shares of Common Stock issuable pursuant to 
options previously granted under the U S Liquids Inc. Amended and Restated 
Stock Option Plan (the "Stock Option Plan"); (ii) 2,294,875 shares of Common 
Stock issuable pursuant to options to be granted under the Stock Option Plan; 
(iii) 10,000 shares of Common Stock issuable pursuant to an option previously 
granted under the U S Liquids Inc. Directors' Stock Option Plan (the 
"Directors' Plan"); and (iv) 290,000 shares of Common Stock issuable pursuant 
to options to be granted under the Directors' Plan.

================================================================================

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed below are incorporated by reference in this
Registration Statement; and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such document:  

          (a) the Company's latest prospectus filed on August 20, 1997 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended; 

          (b) all reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996;

          (c) the description of the common stock, $.01 par value per share, of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act in the
form declared effective by the Securities and Exchange Commission on August 19,
1997, including any subsequent amendments or reports filed for the purpose of
updating such description.

     For purposes of this Registration Statement, any statement contained in a
document incorporated by or deemed to be incorporated by reference herein shall
be deemed to be modified or superceded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference modifies or supercedes such statement.  Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

          Not Applicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

          Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Certificate of Incorporation of the Company, as amended (the
"Certificate of Incorporation") provides that, except as otherwise provided in
Section 102 of the Delaware General Corporation Law (the "DGCL"), the directors
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director.  

     The Certificate of Incorporation of the Company further provides for the
indemnification of directors and officers of the Company against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement, and ERISA excise taxes or penalties) reasonably
incurred with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative; provided, however, the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the Company's Board of Directors.  In the event a claim for indemnification by
any person has not been 

                                      II-1 
<PAGE>

paid in full by the Company after written request has been received by the 
Company, the claimant may at any time thereafter bring suit against the 
Company to recover the unpaid amount of the claim and, if successful in whole 
or in part, the claimant shall be entitled to be paid the expense of 
prosecuting such claim.  The right to indemnification conferred in the 
Certificate of Incorporation is a contract right and shall include the right 
to be paid by the Company the expenses incurred in defending any such 
proceeding in advance of its final disposition.  The Company maintains 
insurance, at its expense, to protect itself and any officer or director of 
the Company against any such expense, liability or loss, whether or not the 
Company would have the power to indemnify such person against such expense, 
liability or loss under state law.  

ITEM 7.  EXEMPTION FROM REGISTRATION 

     Not Applicable.


ITEM 8.  EXHIBITS

     4.1   Second Amended and Restated Certificate of Incorporation of the
           Company (Exhibit 3.1 of the U S Liquids Inc. Registration Statement
           on Form S-1 (File No. 333-30065), effective August 19, 1997, is 
           hereby incorporated by reference).
     4.2   Amended and Restated Bylaws of the Company (Exhibit 3.2 of the U S
           Liquids Inc. Registration Statement on Form S-1 (File No. 333-30065),
           effective August 19, 1997, is hereby incorporated by reference).
     4.3   Amended and Restated Stock Option Plan of the Company (Exhibit 10.12
           of the U S Liquids Inc. Registration Statement on Form S-1 (File No.
           333-30065), effective August 19, 1997, is hereby incorporated by
           reference).
     4.4   Directors' Stock Option Plan of the Company (Exhibit 10.13 of the U S
           Liquids Inc. Registration Statement on Form S-1 (File No. 333-30065),
           effective August 19, 1997, is hereby incorporated by reference).
     5     Opinion of Hartzog Conger & Cason.
     23.1  Consent of Arthur Andersen LLP.
     23.2  Consent of Hartzog Conger & Cason (contained in its opinion filed as
           Exhibit 5 hereto).
     24.1  Powers of Attorney (set forth on page II-4). 


ITEM 9.  UNDERTAKINGS

     (a)  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 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;

                                      II-2 
<PAGE>

                     (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 or Form S-8, and
          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 or Section 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 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.

               (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 Section
     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 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 Securities Act of 1933 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
     Securities Act of 1933 and will be governed by the final adjudication of
     such issue.











                                      II-3 
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Houston, State of Texas, on the 29th day of August,
1997.

                                            U S LIQUIDS INC.


                                            By:    /s/  MICHAEL P. LAWLOR      
                                               ------------------------------- 
                                               Michael P. Lawlor, 
                                               Chief Executive Officer 


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael P. Lawlor and Earl J. Blackwell, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all 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 attorney-in-fact and agent 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
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact, agent or their substitutes may lawfully do or cause to be
done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
INDICATED CAPACITIES ON AUGUST 29, 1997.

SIGNATURE                          TITLE 
---------                          ----- 

By: /s/ Michael P. Lawlor          Chief Executive Officer and Director
   ---------------------------     
    Michael P. Lawlor


By: /s/ W. Gregory Orr             Chief Operating Officer, President
   ---------------------------     and Director
    W. Gregory Orr                 


By: /s/ Earl J. Blackwell          Chief Financial Officer and Senior
   ---------------------------     Vice President - Finance
    Earl J. Blackwell              


By: /s/ William A. Rothrock IV     Director
   ---------------------------     
    William A. Rothrock IV


By: /s/ Thomas B. Blanton          Director
   ---------------------------     
    Thomas B. Blanton


By: /s/ Alfred Tyler 2nd           Director
   ---------------------------     
    Alfred Tyler 2nd



                                      II-4 
<PAGE>
                                  EXHIBIT INDEX



     EXHIBIT NO.    EXHIBIT DESCRIPTION 
     -----------    ------------------- 
        4.1         Second Amended and Restated Certificate of Incorporation of
                    the Company.
        4.2         Amended and Restated Bylaws of the Company.
        4.3         Amended and Restated Stock Option Plan of the Company.
        4.4         Directors' Stock Option Plan of the Company.
        5           Opinion of Hartzog Conger & Cason.
       23.1         Consent of Arthur Andersen LLP.
       23.2         Consent of Hartzog Conger & Cason (contained in its opinion
                    filed as Exhibit 5 hereto).
       24.1         Powers of Attorney (set forth on page II-4). 


























                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18631}]
{"company-data": {"conformed-name": "U S LIQUIDS INC", "cik": "0001041095", "assigned-sic": "4955", "irs-number": "760519797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34689", "film-number": "97673387"}, "business-address": {"street1": "411 N SAM HOUSTON PARKWAY EAST", "street2": "STE 400", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "2812724500"}, "mail-address": {"street1": "411 N SAM HOUSTON PARKWAY EAST", "street2": "STE 400", "city": "HOUSTON", "state": "TX", "zip": "77060"}}
As filed with the Securities and Exchange Commission on August 29, 1997

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                U S LIQUIDS INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                              76-0519797
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification No.)

     411 N. SAM HOUSTON PARKWAY EAST, SUITE 400, HOUSTON, TEXAS  77060-3545
                    (Address of principal executive offices)

             U S LIQUIDS INC. AMENDED AND RESTATED STOCK OPTION PLAN
                  U S LIQUIDS INC. DIRECTORS' STOCK OPTION PLAN
                              (Full title of plans)

EARL J. BLACKWELL                                 COPY TO:
U S LIQUIDS INC.                                  JOHN D. ROBERTSON, ESQ.
411 N. SAM HOUSTON PARKWAY EAST, SUITE 400        HARTZOG CONGER & CASON
HOUSTON, TEXAS 77060-3545                         201 ROBERT S. KERR, SUITE 1600
(281) 272-4500                                    OKLAHOMA CITY, OKLAHOMA 73102
                                                  (405) 235-7000

           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------ 
                                                   PROPOSED               PROPOSED 
                                                   MAXIMUM                MAXIMUM 
 TITLE OF SECURITIES TO    AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF      
     BE REGISTERED         REGISTERED(1)            SHARE                  PRICE           REGISTRATION FEE
Common Stock, par 
 value $.01 per share 

  Issuable pursuant to       705,125                   $5.69(2)       $4,012,161(3)             $1,216 
  options previously 
  granted under the 
  Amended and Restated 
  Stock Option Plan 
 
  Issuable pursuant to     2,294,875                  $13.81(3)      $31,692,224(3)             $9,604 
  options to be granted 
  under the Amended and 
  Restated Stock Option 
  Plan 

  Issuable pursuant to        10,000                   $9.50(4)          $95,000(4)                $29 
  options previously 
  granted under the 
  Directors' Stock 
  Option Plan 
 
  Issuable pursuant to       290,000                  $13.81(3)       $4,004,900(3)             $1,214 
  options to be granted 
  under the Directors' 
  Stock Option Plan 
------------------------------------------------------------------------------------------------------------
(1)  For the sole purpose of calculating the registration fee, the number of
     shares to be registered under this Registration Statement has been divided
     among four subtotals.
(2)  Pursuant to Rule 457(h) and Rule 457(c), these prices are calculated based
     on a weighted average exercise price of $5.69 per share covering 705,125
     shares subject to stock options previously granted under the Amended and
     Restated Stock Option Plan.
(3)  Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
     for the purpose of calculating the registration fee and are based upon the
     average of the high and low price per share of the Registrant's Common
     Stock as reported on the American Stock Exchange on August 22, 1997.
(4)  Pursuant to Rule 457(h), these prices are calculated based on an exercise
     price of $9.50 per share covering 10,000 shares subject to a stock option
     previously granted under the Directors' Stock Option Plan.

                      ------------------------------------
EXPLANATORY NOTE

     This Registration Statement has been filed by U S Liquids Inc. (the 
"Company") in order to register an aggregate of 3,300,000 shares of Common 
Stock, as follows: (i) 705,125 shares of Common Stock issuable pursuant to 
options previously granted under the U S Liquids Inc. Amended and Restated 
Stock Option Plan (the "Stock Option Plan"); (ii) 2,294,875 shares of Common 
Stock issuable pursuant to options to be granted under the Stock Option Plan; 
(iii) 10,000 shares of Common Stock issuable pursuant to an option previously 
granted under the U S Liquids Inc. Directors' Stock Option Plan (the 
"Directors' Plan"); and (iv) 290,000 shares of Common Stock issuable pursuant 
to options to be granted under the Directors' Plan.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed below are incorporated by reference in this
Registration Statement; and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such document:  

          (a) the Company's latest prospectus filed on August 20, 1997 pursuant
to Rule 424(b) of the Securities Act of 1933, as amended; 

          (b) all reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1996;

          (c) the description of the common stock, $.01 par value per share, of
the Company (the "Common Stock") contained in the Company's Registration
Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act in the
form declared effective by the Securities and Exchange Commission on August 19,
1997, including any subsequent amendments or reports filed for the purpose of
updating such description.

     For purposes of this Registration Statement, any statement contained in a
document incorporated by or deemed to be incorporated by reference herein shall
be deemed to be modified or superceded to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference modifies or supercedes such statement.  Any such
statement so modified or superceded shall not be deemed, except as so modified
or superceded, to constitute part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Certificate of Incorporation of the Company, as amended (the
"Certificate of Incorporation") provides that, except as otherwise provided in
Section 102 of the Delaware General Corporation Law (the "DGCL"), the directors
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director.  

     The Certificate of Incorporation of the Company further provides for the
indemnification of directors and officers of the Company against all expense,
liability and loss (including attorneys' fees, judgments, fines, amounts paid or
to be paid in settlement, and ERISA excise taxes or penalties) reasonably
incurred with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative; provided, however, the Company shall
indemnify any such person seeking indemnification in connection with a
proceeding initiated by such person only if such proceeding was authorized by
the Company's Board of Directors.  In the event a claim for indemnification by
any person has not been 

                                      II-1
paid in full by the Company after written request has been received by the 
Company, the claimant may at any time thereafter bring suit against the 
Company to recover the unpaid amount of the claim and, if successful in whole 
or in part, the claimant shall be entitled to be paid the expense of 
prosecuting such claim.  The right to indemnification conferred in the 
Certificate of Incorporation is a contract right and shall include the right 
to be paid by the Company the expenses incurred in defending any such 
proceeding in advance of its final disposition.  The Company maintains 
insurance, at its expense, to protect itself and any officer or director of 
the Company against any such expense, liability or loss, whether or not the 
Company would have the power to indemnify such person against such expense, 
liability or loss under state law.  

ITEM 7.  EXEMPTION FROM REGISTRATION 

     Not Applicable.

ITEM 8.  EXHIBITS

     4.1   Second Amended and Restated Certificate of Incorporation of the
           Company (Exhibit 3.1 of the U S Liquids Inc. Registration Statement
           on Form S-1 (File No. 333-30065), effective August 19, 1997, is 
           hereby incorporated by reference).
     4.2   Amended and Restated Bylaws of the Company (Exhibit 3.2 of the U S
           Liquids Inc. Registration Statement on Form S-1 (File No. 333-30065),
           effective August 19, 1997, is hereby incorporated by reference).
     4.3   Amended and Restated Stock Option Plan of the Company (Exhibit 10.12
           of the U S Liquids Inc. Registration Statement on Form S-1 (File No.
           333-30065), effective August 19, 1997, is hereby incorporated by
           reference).
     4.4   Directors' Stock Option Plan of the Company (Exhibit 10.13 of the U S
           Liquids Inc. Registration Statement on Form S-1 (File No. 333-30065),
           effective August 19, 1997, is hereby incorporated by reference).
     5     Opinion of Hartzog Conger & Cason.
     23.1  Consent of Arthur Andersen LLP.
     23.2  Consent of Hartzog Conger & Cason (contained in its opinion filed as
           Exhibit 5 hereto).
     24.1  Powers of Attorney (set forth on page II-4). 

ITEM 9.  UNDERTAKINGS

     (a)  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 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;

                                      II-2
(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 or Form S-8, and
          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 or Section 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 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.

               (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 Section
     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 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 Securities Act of 1933 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
     Securities Act of 1933 and will be governed by the final adjudication of
     such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Houston, State of Texas, on the 29th day of August,
1997.

                                            U S LIQUIDS INC.

                                            By:    /s/  MICHAEL P. LAWLOR      
                                               ------------------------------- 
                                               Michael P. Lawlor, 
                                               Chief Executive Officer 

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael P. Lawlor and Earl J. Blackwell, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all 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 attorney-in-fact and agent 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
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact, agent or their substitutes may lawfully do or cause to be
done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
INDICATED CAPACITIES ON AUGUST 29, 1997.

SIGNATURE                          TITLE 
---------                          ----- 

By: /s/ Michael P. Lawlor          Chief Executive Officer and Director
   ---------------------------     
    Michael P. Lawlor

By: /s/ W. Gregory Orr             Chief Operating Officer, President
   ---------------------------     and Director
    W. Gregory Orr                 

By: /s/ Earl J. Blackwell          Chief Financial Officer and Senior
   ---------------------------     Vice President - Finance
    Earl J. Blackwell              

By: /s/ William A. Rothrock IV     Director
   ---------------------------     
    William A. Rothrock IV

By: /s/ Thomas B. Blanton          Director
   ---------------------------     
    Thomas B. Blanton

By: /s/ Alfred Tyler 2nd           Director
   ---------------------------     
    Alfred Tyler 2nd

                                      II-4
EXHIBIT INDEX

     EXHIBIT NO.    EXHIBIT DESCRIPTION 
     -----------    ------------------- 
        4.1         Second Amended and Restated Certificate of Incorporation of
                    the Company.
        4.2         Amended and Restated Bylaws of the Company.
        4.3         Amended and Restated Stock Option Plan of the Company.
        4.4         Directors' Stock Option Plan of the Company.
        5           Opinion of Hartzog Conger & Cason.
       23.1         Consent of Arthur Andersen LLP.
       23.2         Consent of Hartzog Conger & Cason (contained in its opinion
                    filed as Exhibit 5 hereto).
       24.1         Powers of Attorney (set forth on page II-4). 

                                      II-5