As filed with the Securities and Exchange Commission on December 31, 1998

                                                   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, NW
                             Norcross, Georgia 30093

   (Address, including zip code, of registrant's principal executive offices)

                           Nonqualified Stock Options
                              (Full Title of Plan)

                              Migirdic Nalbantyan
                        4320 International Boulevard, NW
                            Norcross, Georgia 30093
                                 (770) 806-9898
          (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, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450

                         CALCULATION OF REGISTRATION FEE

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

Common Stock, $.001 par value       207,334          Not Applicable             $552,188                   $154.00
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Calculated based upon the price at which the nonqualified stock options may
     be exercised (7,334 shares at $2.00 per share and 200,000 shares at $2.6876
     per share) to purchase the securities  registered  under this  registration
     statement pursuant to rule 457(h).


<PAGE>



                                     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, 1997 (File No. 0-24866);

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
March 31, 1998,  June 30, 1998 and September 30, 1998 (File No.  0-24866)  filed
May 14, 1998, August 14, 1998 and November 16, 1998;

     (c) The  Company's  Current  Report on Form 8-K filed August 24,  1998,  as
amended by Form 8-K/A filed October 26, 1998; and

     (d) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27,  1994  and  December  20,  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 Company 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 Company  (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.


<PAGE>

Item 8. Exhibits.

           Exhibit No.          Description

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

           23(a)                Consent  of  Arnall   Golden  &   Gregory,   LLP
                                (included in opinion filed as Exhibit 5)

           23(b)                Consent of Deloitte & Touche LLP

           23(c)                Consent of KPMG Peat Marwick LLP

           24                   Power of Attorney (included on page II-4)

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;



                                      II-3
<PAGE>


     (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 matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                         [SIGNATURES ON FOLLOWING PAGE]

                                      II-4


<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 December 11, 1998.


                            ISOLYSER COMPANY, INC.



                            By:    /s/ Migirdic Nalbantyan
                                   Migirdic Nalbantyan, President and
                                   Chief Executive Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes and appoints  Migirdic  Nalbantyan and Peter A. Schmitt,  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]

                                      II-5


<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 December 11, 1998.

SIGNATURE                      TITLE

/s/ Migirdic Nalbantyan        President, Chief Executive Officer and Director
Migirdic Nalbantyan            (principal executive officer)

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

/s/ Dan R. Lee                 Executive Vice President and Director
Dan R. Lee

/s/ Gene R. McGrevin           Chairman of the Board of Directors
Gene R. McGrevin

/s/ Terence N. Furness         Director
Terence N. Furness

/s/ Rosdon Hendrix             Director
Rosdon Hendrix

/s/ Kenneth F. Davis           Director
Kenneth F. Davis

/s/ John E. McKinley           Director
John E. McKinley

/s/ Peter A. Schmitt           Executive Vice President, Chief Financial Officer
Peter A. Schmitt               and Treasurer (principal financial and accounting
                               officer)



                                      II-6
<PAGE>


                                 EXHIBIT INDEX


 Exhibit          
 No.              Description
 _______          ___________

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

   23(a)          Consent  of  Arnall   Golden  &   Gregory,   LLP
                  (included in opinion filed as Exhibit 5)

   23(b)*         Consent of Deloitte & Touche LLP

   23(c)*         Consent of KPMG Peat Marwick LLP

   24             Power of Attorney (included on page II-4)


_____________________________

*     Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 14153}]
{"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": "333-70033", "film-number": "98779666"}, "business-address": {"street1": "650 ENGINEERING DRIVE", "city": "NORCROSS", "state": "GA", "zip": "30092", "phone": "7705826363"}, "mail-address": {"street1": "4320 INTERNATIONAL BLVD", "city": "NORCROSS", "state": "GA", "zip": "30093"}}
As filed with the Securities and Exchange Commission on December 31, 1998

                                                   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, NW
                             Norcross, Georgia 30093

   (Address, including zip code, of registrant's principal executive offices)

                           Nonqualified Stock Options
                              (Full Title of Plan)

                              Migirdic Nalbantyan
                        4320 International Boulevard, NW
                            Norcross, Georgia 30093
                                 (770) 806-9898
          (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, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum           Proposed maximum           Amount of
Title of each class of              Amount to be     offering price per         aggregate                  registration
securities to be registered         registered       share (1)                  offering price (1)         fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value       207,334          Not Applicable             $552,188                   $154.00
------------------------------------------------------------------------------------------------------------------------
(1)  Calculated based upon the price at which the nonqualified stock options may
     be exercised (7,334 shares at $2.00 per share and 200,000 shares at $2.6876
     per share) to purchase the securities  registered  under this  registration
     statement pursuant to rule 457(h).
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, 1997 (File No. 0-24866);

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
March 31, 1998,  June 30, 1998 and September 30, 1998 (File No.  0-24866)  filed
May 14, 1998, August 14, 1998 and November 16, 1998;

     (c) The  Company's  Current  Report on Form 8-K filed August 24,  1998,  as
amended by Form 8-K/A filed October 26, 1998; and

     (d) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's Form 8-A Registration Statements (File No. 0-24866) filed September
27,  1994  and  December  20,  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 Company 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 Company  (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

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

           23(a)                Consent  of  Arnall   Golden  &   Gregory,   LLP
                                (included in opinion filed as Exhibit 5)

           23(b)                Consent of Deloitte & Touche LLP

           23(c)                Consent of KPMG Peat Marwick LLP

           24                   Power of Attorney (included on page II-4)

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;

                                      II-3
(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 matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      II-4
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 December 11, 1998.

                            ISOLYSER COMPANY, INC.

                            By:    /s/ Migirdic Nalbantyan
                                   Migirdic Nalbantyan, President and
                                   Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes and appoints  Migirdic  Nalbantyan and Peter A. Schmitt,  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]

                                      II-5
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 December 11, 1998.

SIGNATURE                      TITLE

/s/ Migirdic Nalbantyan        President, Chief Executive Officer and Director
Migirdic Nalbantyan            (principal executive officer)

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

/s/ Dan R. Lee                 Executive Vice President and Director
Dan R. Lee

/s/ Gene R. McGrevin           Chairman of the Board of Directors
Gene R. McGrevin

/s/ Terence N. Furness         Director
Terence N. Furness

/s/ Rosdon Hendrix             Director
Rosdon Hendrix

/s/ Kenneth F. Davis           Director
Kenneth F. Davis

/s/ John E. McKinley           Director
John E. McKinley

/s/ Peter A. Schmitt           Executive Vice President, Chief Financial Officer
Peter A. Schmitt               and Treasurer (principal financial and accounting
                               officer)

                                      II-6
EXHIBIT INDEX

 Exhibit          
 No.              Description
 _______          ___________

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

   23(a)          Consent  of  Arnall   Golden  &   Gregory,   LLP
                  (included in opinion filed as Exhibit 5)

   23(b)*         Consent of Deloitte & Touche LLP

   23(c)*         Consent of KPMG Peat Marwick LLP

   24             Power of Attorney (included on page II-4)

_____________________________

*     Filed herewith.