As filed with the Securities and Exchange Commission on December 2, 1998
                                File No. 2-93124
 =============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 =============

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

                               SGI INTERNATIONAL
             (Exact Name of Registrant as Specified in its Charter)
                             =====================

                                      Utah
                 (State or Other Jurisdiction of Incorporation)

                                   33-0119035
                      (I.R.S. Employer Identification No.)

        1200 Prospect Street, Suite 325, La Jolla, California, CA 92037
              (Address of Registrant's Principal Executive Office)

      Standard Executive Employment Agreement dated as of January 1, 1996,
                   July 1, 1996, March 1, 1997, July 9, 1997,
            Non-Standard Executive Employment Agreement dated as of
                        August 5, 1997, January 13, 1998,
           Standard Employment Agreement dated as of January 1, 1996,
   March 4, 1996, March 18, 1996, May 23, 1996, July 18, 1996, July 29, 1996,
    August 1, 1996, September 30, 1996, November 12, 1996, December 12, 1996,
             December 18, 1996, December 30, 1996, February 11, 1997,
           Standard Executive Employment Agreement (AMS) dated as of
                        January 1, 1996, July 14, 1997,
         Standard Employment Agreement (AMS) dated as of July 25, 1996,
     Standard Directors Agreements dated as of July 1, 1995, August 1, 1996,
 Non-Standard Consulting Agreement dated September 19, 1995, February 27, 1996, 
        July 12, 1996, May 12, 1997, December 15, 1997, August 17, 1998,
               January 5, 1998, October 1, 1998, October 21, 1998
                            (Full title of the plan)
-------------------------------------------------------------------------------
                                Joseph A. Savoca
                            Chief Executive Officer
                             c/o SGI International
                        1200 Prospect Street, Suite 325
                           La Jolla, California 92037
                    (Name and address of agent for service)

                                  619/551-1090
         (Telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------

                          Copies of correspondence to:

                                David A. Fisher
                              Fisher Thurber, LLP
                       4225 Executive Square, Suite 1600
                        La Jolla, California 92037-1483
                                 (619) 535-9400

<TABLE>
Calculation of Registration Fee
---------------------------------------

Title of Securities    Amount to be     Proposed Maximum     Proposed           Amount of
to be Registered (2)   Registered (1)   Offering Price       Maximum Aggregate  Registration
                                        per share (1)        Offering Price (2) Fee
--------------------  ----------------  ------------------   ------------------ ------------------
<S>                   <C>               <C>                  <C>                <C>                 
Common Stock,         1,045,250 shares  $ 1.17               $ 1,222,943        $ 360.77
No Par Value

(1) Solely for the purpose of determining the registration fee, based on the weighted average exercise price of the common shares 
underlying the Warrants which may be exercised in connection with the referenced Employment and Consulting Agreements.

(2) Relates solely to the common stock underlying the warrants issued in connection with the referenced employment and consulting
agreements.

</TABLE>


<PAGE>

PART I
-------------
    
Item 1. Plan Information

Not Applicable

Item 2.  Registrant Information and Employee Plan Annual Information

Not Applicable

PART II
-------------

Item 3. Incorporation of Documents by Reference

The following documents, which have been filed with the Securities and Exchange
Commission, are hereby incorporated by reference as of their respective dates as
a part hereof:

(a) The Company's Annual Report on Form 10-K/A for the year ended December 31,
1997;

(b) The Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998.

(c) The description of the Common Stock contained in the Company's Registration
Statement on Form 8-A dated April 6, 1988, as amended by an amendment to
Application or Report on Form 8 dated April 13, 1988.

Additionally, 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, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
hereto which indicates that all of the shares of the Common Stock offered hereby
have been sold or which deregisters all such shares then remaining unsold, shall
be deemed to be incorporated by reference herein and to be 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

David Fisher, a partner in Fisher Thurber, counsel to the Company owns a warrant
to purchase 10,000 shares of common stock of the Company at $2.00 per share.

Item 6. Indemnification of Directors and Officers

Under the Company's Bylaws, and in accordance with Section 16-10a-901 et seq. of
the Utah Revised Business Corporation Act ("Utah Corporation Act"), the Company
shall indemnify any person who was or is a party or is threatened to made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as an officer or director or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses reasonably incurred by him or imposed on him in the connection with or
resulting from the defense of such action, suit or other proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of 
itself, create a presumption that the person did not act in good faith or in a 
manner which he reasonably believed to be in or not opposed to the best 
interests of the Company, or with respect to any criminal action or proceeding, 
that the person had reasonable cause to believe that his conduct was unlawful.

The Company's Bylaws provide the Company shall pay for expenses incurred
defending a civil or criminal action, suit or proceeding against a director or
officer of the Company, and shall be paid in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the officer or director, that he shall repay the amount advanced, if it is
ultimately determined he is not entitled to be indemnified by the Company. The
Board of Directors shall approve such undertaking, but shall be liberal with
respect to the requirements for the undertaking, to promote the beneficial and
remedial purposes of protecting those persons who serve as directors and
officers. The Company's Bylaws also provide the Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer,
or employee of the Company, or is or was serving at the request of another

                                       2
<PAGE>
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any capacity, or arising
out of his status as such, whether or not the Company would have the power to
indemnify him against liability under the provisions of the Bylaws.

Section 16-10a-901 et seq. of the Utah Corporation Act provides for the
indemnification of officers, directors and agents of the Company against
expenses, judgments, fines and amounts paid in settlement under certain
conditions and subject to certain limitations. The Company currently maintains
officer and director liability insurance with policy limits of $2,000,000.

Pursuant to authorization provided under the Bylaws and the Utah Corporation
Act, the Company has entered into indemnification agreements with each of its
directors and officers. Generally, the indemnification agreements attempt to
provide the maximum protection permitted by Utah law as it may be amended from
time to time. Moreover, the indemnification agreements provide for certain
additional indemnification. Under such additional indemnification provisions,
however, an individual will not receive indemnification for judgments,
settlements or expenses if he or she is found liable to the Company (except to
the extent the court determines he or she is fairly and reasonably entitled to
indemnity for expenses), for settlements not approved by the Company or for
settlements and expenses if the settlement is not approved by the court. The
indemnification agreements provide for the Company to advance to the individual
any and all reasonable expenses (including legal fees and expenses) incurred in
investigating or defending any such action, suit or proceeding. The individual
must repay such advances upon a final judicial decision that he or she is not
entitled to indemnification. The Company's Bylaws contain a provision of similar
effect relating to advancement or expenses to a director or officer, subject to
an undertaking to repay if it is ultimately determined that indemnification is
unavailable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The following exhibits are filed pursuant to Item 601 of Regulation S-K:

4.20 Form of Standard Executive Employment Agreement (SGI) dated as of January 
1, 1996 (except where noted) between Registrant and: Ernest P. Esztergar; 
Richard Gibbens; R. Brent Lassetter; John R. Taylor; Joseph A. Savoca; Ming 
Wang; David Newman (7/01/96); David Philips (7/01/96)(2). Robert Walty (3/1/97);
Larry Wiese (3/1/97); George Donlou (7/9/97) (2).

4.20.1 Non Standard Executive Employment Agreement (SGI) dated as of 
August 5, 1997 between Registrant and Marvin Schwedock.(2)

4.20.2 Form of Non Standard Executive Employment Agreement (SGI) dated as of 
January 13, 1998, between Registrant and Ronald Lukasiewicz. (2)

4.21 Form of Standard Employment Agreement (SGI) dated as of January 1, 1996 
(except where noted) between Registrant and: Nancy Propp; Claudine Savatt; 
Kimberly Krmpotich (03/18/96); Barry Meisen (5/23/96); Jessica Yates (12/2/96); 
Gina Hilton (7/18/96); James LaBar (3/4/96); Casey Laris (9/30/96); Scott 
Reynolds (11/12/96); Tanya Schaffer (8/1/96); Eric Weiner (7/29/96)(2). 
Rowena Bunnell (2/11/97); Tatyana Kuperman (12/30/96); Joshua Li (12/18/96)(2).

4.22 Form of Standard Executive Employment Agreement (AMS) dated as of January 
1, 1996, (except where noted) between Registrant's subsidiary and; Clarence 
Dyksterhuis, Amir Modarres-Khiabani (1). Kevin Charbonneau (7/14/97) (2).

4.23 Form of Standard Employment Agreement (AMS) dated as of July 25, 1996, 
between Registrant's subsidiary and: Steve Rodriques; Carl Timmerman; Gary 
Vasey; Dave Burrows; Neil DeGuire; Mitch Johnson; Douglas King; Kathy 
Brickman.(2)

4.24 Form of Standard Directors Agreement dated as of July 1, 1995, (except 
where noted) between Registrant and Norman Grant, William Kerr, William Harris
(8/1/96), Bernard Baus (8/1/96). (2)

4.25 Non-Standard Consulting Agreement dated as of May 12, 1997, 
between Registrant and David A. Fisher. (2)

4.25.1 Form of Non-Standard Consulting Agreement dated February 27, 1996, 
between Registrant and Geoffrey Dolbear.(2) Ebbe Skov (9/19/95), Judith Ware 
(7/12/96)(1).

4.25.2 Form of Non-Standard Consulting Agreement between Registrant and Richard 
Redoutey (1/5/98); Ronald Lukasiewicz (12/15/97). (2)

4.25.3 Non-Standard Consulting Agreement between Registrant and John W. 
Hart (8/17/98). (2)

                                       3
<PAGE>

4.25.4 Form of Non-Standard Consulting Agreement dated October 1, 1998, between
Registrant and Jeffrey Montag; Thomas Hoover; Jeffrey Breault. (2)

4.25.5 Form of Non-Standard Consulting Agreement dated October 21, 1998, between
Registrant and William Davis; John Russo. (2)

4.25.6 Form of Non-Standard Consulting Agreement dated October 21, 1998, between
Registrant and Michael Rose. (2)

5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock 
registered hereby.(2)

23. Consent of J.H. Cohn LLP, Independent Auditors.(2)

23.1 Consent of Ernst & Young LLP. (2)

23.2 Consent of Fisher Thurber, LLP.(include in Exhibit 5).(2)

(1) Incorporated by reference to Registration Statement on Form S-8 (File No. 
2-93124) filed dated December 27, 1996.
(2) Filed herewith.

Item 9. Undertakings

The Company hereby undertakes:

(1) To file, during any period in which offers or sales of the Common Stock 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, as amended (the "Securities 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 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 that
if the information in paragraphs (i) and (ii) above and to be included in a
post-effective amendment hereto is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act and is
incorporated by reference in the S-8 Registration Statement, no post-effective
amendment hereto shall be filed;

(2) that, for the purpose of determining any liability under the Securities 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 that time shall be deemed to be the initial bona fide offering
thereof; and

(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.

Additionally, the undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 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.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expense incurred or paid by a director, officer
or controlling person 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 and will be governed by the final adjudication of such issue.


                                       4
<PAGE>



SIGNATURES
------------

Pursuant to the requirements of the Securities Act of 1933, the Company
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 La Jolla, State of California, on December 2, 1998.

SGI INTERNATIONAL

By:  /s/ Joseph A. Savoca
---------------------------------
Joseph A. Savoca, Chief Executive Officer

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

Signature Title          Date
========= ======         ========


Chairman of the Board and
Chief Executive Officer

/s/Joseph A. Savoca
---------------------    December 2, 1998
Joseph A. Savoca

Director
/s/Ernest P. Esztergar
---------------------    December 2, 1998
Ernest P. Esztergar

Director
/s/Norman A. Grant
---------------------    December 2, 1998
Norman A. Grant

Director
/s/William A. Kerr
---------------------    December 2, 1998
William A. Kerr

Director
/s/ Bernard V. Baus
---------------------    December 2, 1998
Bernard V. Baus

Director
/s/ William R. Harris
---------------------    December 2, 1998
William R. Harris

Director
/s/ James W. Mahler
---------------------    December 2, 1998
James W. Mahler

                                       5

<PAGE>


Exhibit Index
---------------

No. Description

4.20 Form of Standard Executive Employment Agreement (SGI) between Registrant
and: Robert Walty (3/1/97); Larry Wiese (3/1/97); George Donlou (7/9/97).

4.20.1 Non-Standard Executive Employment Agreement (SGI) dated as of August 5,
1997 between Registrant and Marvin Schwedock.

4.20.2 Non-Standard Executive Employment Agreement (SGI) dated as of January 13,
1998, between Registrant and Ronald Lukasiewicz. 

4.21 Form of Standard Employment Agreement (SGI) between Registrant and: Rowena
Bunnell (2/11/97); Tatyana Kuperman (12/30/96); Joshua Li (12/18/96).

4.22 Form of Standard Executive Employment Agreement (AMS) dated as of July 14, 
1997, between Registrant's subsidiary and; Kevin Charbonneau.

4.23 Form of Standard Employment Agreement (AMS) dated as of July 25, 1996, 
between Registrant's subsidiary and: Steve Rodriques; Carl Timmerman; Gary 
Vasey; Dave Burrows; Neil DeGuire; Mitch Johnson; Douglas King; Kathy Brickman.

4.24 Form of Standard Directors Agreement dated as of July 1, 1995, (except
where noted) between Registrant and Norman Grant, William Kerr, William Harris
(8/1/96), Bernard Baus (8/1/96).

4.25 Non-Standard Consulting Agreement dated as of May 12, 1997, between 
Registrant and David A. Fisher.

4.25.1 Form of Non-Standard Consulting Agreement dated February 27, 1996, 
between Registrant and Geoffrey Dolbear.

4.25.2 Form of Non-Standard Consulting Agreement between Registrant and Richard
Redoutey (1/5/98); Ronald Lukasiewicz (12/15/97).

4.25.3 Form of Non Standard Consulting Agreement between Registrant and John W.
Hart (8/17/98).

4.25.4 Form of Non Standard Consulting Agreement dated October 1, 1998, between
Registrant and Jeffrey Montag; Thomas Hoover; Jeffrey Breault. 

4.25.5 Form of Non Standard Consulting Agreement dated October 21, 1998, between
Registrant and William Davis; John Russo. 

4.25.6 Form of Non-Standard Consulting Agreement dated October 21, 1998, between
Registrant and Michael Rose. 

5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock 
registered hereby.

23. Consent of J.H. Cohn LLP, Independent Accountants.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Fisher Thurber, LLP.(included in Exhibit 5).


                                       6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20842}]
{"company-data": {"conformed-name": "SGI INTERNATIONAL", "cik": "0000737955", "assigned-sic": "8711", "irs-number": "330119035", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68269", "film-number": "98763053"}, "business-address": {"street1": "1200 PROSPECT ST STE 325", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "6195511090"}, "mail-address": {"street1": "1200 PROSPECT STREET STE 325", "city": "LA JOLLA", "state": "CA", "zip": "92037"}, "former-company": {"former-conformed-name": "VISION DEVELOPMENT INC", "date-changed": "19850807"}}
As filed with the Securities and Exchange Commission on December 2, 1998
                                File No. 2-93124
 =============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 =============

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

                               SGI INTERNATIONAL
             (Exact Name of Registrant as Specified in its Charter)
                             =====================

                                      Utah
                 (State or Other Jurisdiction of Incorporation)

                                   33-0119035
                      (I.R.S. Employer Identification No.)

        1200 Prospect Street, Suite 325, La Jolla, California, CA 92037
              (Address of Registrant's Principal Executive Office)

      Standard Executive Employment Agreement dated as of January 1, 1996,
                   July 1, 1996, March 1, 1997, July 9, 1997,
            Non-Standard Executive Employment Agreement dated as of
                        August 5, 1997, January 13, 1998,
           Standard Employment Agreement dated as of January 1, 1996,
   March 4, 1996, March 18, 1996, May 23, 1996, July 18, 1996, July 29, 1996,
    August 1, 1996, September 30, 1996, November 12, 1996, December 12, 1996,
             December 18, 1996, December 30, 1996, February 11, 1997,
           Standard Executive Employment Agreement (AMS) dated as of
                        January 1, 1996, July 14, 1997,
         Standard Employment Agreement (AMS) dated as of July 25, 1996,
     Standard Directors Agreements dated as of July 1, 1995, August 1, 1996,
 Non-Standard Consulting Agreement dated September 19, 1995, February 27, 1996, 
        July 12, 1996, May 12, 1997, December 15, 1997, August 17, 1998,
               January 5, 1998, October 1, 1998, October 21, 1998
                            (Full title of the plan)
-------------------------------------------------------------------------------
                                Joseph A. Savoca
                            Chief Executive Officer
                             c/o SGI International
                        1200 Prospect Street, Suite 325
                           La Jolla, California 92037
                    (Name and address of agent for service)

                                  619/551-1090
         (Telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------

                          Copies of correspondence to:

                                David A. Fisher
                              Fisher Thurber, LLP
                       4225 Executive Square, Suite 1600
                        La Jolla, California 92037-1483
                                 (619) 535-9400

Calculation of Registration Fee
---------------------------------------

Title of Securities    Amount to be     Proposed Maximum     Proposed           Amount of
to be Registered (2)   Registered (1)   Offering Price       Maximum Aggregate  Registration
                                        per share (1)        Offering Price (2) Fee
--------------------  ----------------  ------------------   ------------------ ------------------
Common Stock,         1,045,250 shares  $ 1.17               $ 1,222,943        $ 360.77
No Par Value

(1) Solely for the purpose of determining the registration fee, based on the weighted average exercise price of the common shares 
underlying the Warrants which may be exercised in connection with the referenced Employment and Consulting Agreements.

(2) Relates solely to the common stock underlying the warrants issued in connection with the referenced employment and consulting
agreements.
PART I
-------------
    
Item 1. Plan Information

Not Applicable

Item 2.  Registrant Information and Employee Plan Annual Information

Not Applicable

PART II
-------------

Item 3. Incorporation of Documents by Reference

The following documents, which have been filed with the Securities and Exchange
Commission, are hereby incorporated by reference as of their respective dates as
a part hereof:

(a) The Company's Annual Report on Form 10-K/A for the year ended December 31,
1997;

(b) The Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998.

(c) The description of the Common Stock contained in the Company's Registration
Statement on Form 8-A dated April 6, 1988, as amended by an amendment to
Application or Report on Form 8 dated April 13, 1988.

Additionally, 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, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
hereto which indicates that all of the shares of the Common Stock offered hereby
have been sold or which deregisters all such shares then remaining unsold, shall
be deemed to be incorporated by reference herein and to be 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

David Fisher, a partner in Fisher Thurber, counsel to the Company owns a warrant
to purchase 10,000 shares of common stock of the Company at $2.00 per share.

Item 6. Indemnification of Directors and Officers

Under the Company's Bylaws, and in accordance with Section 16-10a-901 et seq. of
the Utah Revised Business Corporation Act ("Utah Corporation Act"), the Company
shall indemnify any person who was or is a party or is threatened to made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Company, or is or was serving at
the request of the Company as an officer or director or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses reasonably incurred by him or imposed on him in the connection with or
resulting from the defense of such action, suit or other proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of 
itself, create a presumption that the person did not act in good faith or in a 
manner which he reasonably believed to be in or not opposed to the best 
interests of the Company, or with respect to any criminal action or proceeding, 
that the person had reasonable cause to believe that his conduct was unlawful.

The Company's Bylaws provide the Company shall pay for expenses incurred
defending a civil or criminal action, suit or proceeding against a director or
officer of the Company, and shall be paid in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the officer or director, that he shall repay the amount advanced, if it is
ultimately determined he is not entitled to be indemnified by the Company. The
Board of Directors shall approve such undertaking, but shall be liberal with
respect to the requirements for the undertaking, to promote the beneficial and
remedial purposes of protecting those persons who serve as directors and
officers. The Company's Bylaws also provide the Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer,
or employee of the Company, or is or was serving at the request of another

                                       2
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any capacity, or arising
out of his status as such, whether or not the Company would have the power to
indemnify him against liability under the provisions of the Bylaws.

Section 16-10a-901 et seq. of the Utah Corporation Act provides for the
indemnification of officers, directors and agents of the Company against
expenses, judgments, fines and amounts paid in settlement under certain
conditions and subject to certain limitations. The Company currently maintains
officer and director liability insurance with policy limits of $2,000,000.

Pursuant to authorization provided under the Bylaws and the Utah Corporation
Act, the Company has entered into indemnification agreements with each of its
directors and officers. Generally, the indemnification agreements attempt to
provide the maximum protection permitted by Utah law as it may be amended from
time to time. Moreover, the indemnification agreements provide for certain
additional indemnification. Under such additional indemnification provisions,
however, an individual will not receive indemnification for judgments,
settlements or expenses if he or she is found liable to the Company (except to
the extent the court determines he or she is fairly and reasonably entitled to
indemnity for expenses), for settlements not approved by the Company or for
settlements and expenses if the settlement is not approved by the court. The
indemnification agreements provide for the Company to advance to the individual
any and all reasonable expenses (including legal fees and expenses) incurred in
investigating or defending any such action, suit or proceeding. The individual
must repay such advances upon a final judicial decision that he or she is not
entitled to indemnification. The Company's Bylaws contain a provision of similar
effect relating to advancement or expenses to a director or officer, subject to
an undertaking to repay if it is ultimately determined that indemnification is
unavailable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The following exhibits are filed pursuant to Item 601 of Regulation S-K:

4.20 Form of Standard Executive Employment Agreement (SGI) dated as of January 
1, 1996 (except where noted) between Registrant and: Ernest P. Esztergar; 
Richard Gibbens; R. Brent Lassetter; John R. Taylor; Joseph A. Savoca; Ming 
Wang; David Newman (7/01/96); David Philips (7/01/96)(2). Robert Walty (3/1/97);
Larry Wiese (3/1/97); George Donlou (7/9/97) (2).

4.20.1 Non Standard Executive Employment Agreement (SGI) dated as of 
August 5, 1997 between Registrant and Marvin Schwedock.(2)

4.20.2 Form of Non Standard Executive Employment Agreement (SGI) dated as of 
January 13, 1998, between Registrant and Ronald Lukasiewicz. (2)

4.21 Form of Standard Employment Agreement (SGI) dated as of January 1, 1996 
(except where noted) between Registrant and: Nancy Propp; Claudine Savatt; 
Kimberly Krmpotich (03/18/96); Barry Meisen (5/23/96); Jessica Yates (12/2/96); 
Gina Hilton (7/18/96); James LaBar (3/4/96); Casey Laris (9/30/96); Scott 
Reynolds (11/12/96); Tanya Schaffer (8/1/96); Eric Weiner (7/29/96)(2). 
Rowena Bunnell (2/11/97); Tatyana Kuperman (12/30/96); Joshua Li (12/18/96)(2).

4.22 Form of Standard Executive Employment Agreement (AMS) dated as of January 
1, 1996, (except where noted) between Registrant's subsidiary and; Clarence 
Dyksterhuis, Amir Modarres-Khiabani (1). Kevin Charbonneau (7/14/97) (2).

4.23 Form of Standard Employment Agreement (AMS) dated as of July 25, 1996, 
between Registrant's subsidiary and: Steve Rodriques; Carl Timmerman; Gary 
Vasey; Dave Burrows; Neil DeGuire; Mitch Johnson; Douglas King; Kathy 
Brickman.(2)

4.24 Form of Standard Directors Agreement dated as of July 1, 1995, (except 
where noted) between Registrant and Norman Grant, William Kerr, William Harris
(8/1/96), Bernard Baus (8/1/96). (2)

4.25 Non-Standard Consulting Agreement dated as of May 12, 1997, 
between Registrant and David A. Fisher. (2)

4.25.1 Form of Non-Standard Consulting Agreement dated February 27, 1996, 
between Registrant and Geoffrey Dolbear.(2) Ebbe Skov (9/19/95), Judith Ware 
(7/12/96)(1).

4.25.2 Form of Non-Standard Consulting Agreement between Registrant and Richard 
Redoutey (1/5/98); Ronald Lukasiewicz (12/15/97). (2)

4.25.3 Non-Standard Consulting Agreement between Registrant and John W. 
Hart (8/17/98). (2)

                                       3
4.25.4 Form of Non-Standard Consulting Agreement dated October 1, 1998, between
Registrant and Jeffrey Montag; Thomas Hoover; Jeffrey Breault. (2)

4.25.5 Form of Non-Standard Consulting Agreement dated October 21, 1998, between
Registrant and William Davis; John Russo. (2)

4.25.6 Form of Non-Standard Consulting Agreement dated October 21, 1998, between
Registrant and Michael Rose. (2)

5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock 
registered hereby.(2)

23. Consent of J.H. Cohn LLP, Independent Auditors.(2)

23.1 Consent of Ernst & Young LLP. (2)

23.2 Consent of Fisher Thurber, LLP.(include in Exhibit 5).(2)

(1) Incorporated by reference to Registration Statement on Form S-8 (File No. 
2-93124) filed dated December 27, 1996.
(2) Filed herewith.

Item 9. Undertakings

The Company hereby undertakes:

(1) To file, during any period in which offers or sales of the Common Stock 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, as amended (the "Securities 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 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 that
if the information in paragraphs (i) and (ii) above and to be included in a
post-effective amendment hereto is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act and is
incorporated by reference in the S-8 Registration Statement, no post-effective
amendment hereto shall be filed;

(2) that, for the purpose of determining any liability under the Securities 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 that time shall be deemed to be the initial bona fide offering
thereof; and

(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.

Additionally, the undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 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.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expense incurred or paid by a director, officer
or controlling person 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 and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES
------------

Pursuant to the requirements of the Securities Act of 1933, the Company
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 La Jolla, State of California, on December 2, 1998.

SGI INTERNATIONAL

By:  /s/ Joseph A. Savoca
---------------------------------
Joseph A. Savoca, Chief Executive Officer

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

Signature Title          Date
========= ======         ========

Chairman of the Board and
Chief Executive Officer

/s/Joseph A. Savoca
---------------------    December 2, 1998
Joseph A. Savoca

Director
/s/Ernest P. Esztergar
---------------------    December 2, 1998
Ernest P. Esztergar

Director
/s/Norman A. Grant
---------------------    December 2, 1998
Norman A. Grant

Director
/s/William A. Kerr
---------------------    December 2, 1998
William A. Kerr

Director
/s/ Bernard V. Baus
---------------------    December 2, 1998
Bernard V. Baus

Director
/s/ William R. Harris
---------------------    December 2, 1998
William R. Harris

Director
/s/ James W. Mahler
---------------------    December 2, 1998
James W. Mahler

                                       5
Exhibit Index
---------------

No. Description

4.20 Form of Standard Executive Employment Agreement (SGI) between Registrant
and: Robert Walty (3/1/97); Larry Wiese (3/1/97); George Donlou (7/9/97).

4.20.1 Non-Standard Executive Employment Agreement (SGI) dated as of August 5,
1997 between Registrant and Marvin Schwedock.

4.20.2 Non-Standard Executive Employment Agreement (SGI) dated as of January 13,
1998, between Registrant and Ronald Lukasiewicz. 

4.21 Form of Standard Employment Agreement (SGI) between Registrant and: Rowena
Bunnell (2/11/97); Tatyana Kuperman (12/30/96); Joshua Li (12/18/96).

4.22 Form of Standard Executive Employment Agreement (AMS) dated as of July 14, 
1997, between Registrant's subsidiary and; Kevin Charbonneau.

4.23 Form of Standard Employment Agreement (AMS) dated as of July 25, 1996, 
between Registrant's subsidiary and: Steve Rodriques; Carl Timmerman; Gary 
Vasey; Dave Burrows; Neil DeGuire; Mitch Johnson; Douglas King; Kathy Brickman.

4.24 Form of Standard Directors Agreement dated as of July 1, 1995, (except
where noted) between Registrant and Norman Grant, William Kerr, William Harris
(8/1/96), Bernard Baus (8/1/96).

4.25 Non-Standard Consulting Agreement dated as of May 12, 1997, between 
Registrant and David A. Fisher.

4.25.1 Form of Non-Standard Consulting Agreement dated February 27, 1996, 
between Registrant and Geoffrey Dolbear.

4.25.2 Form of Non-Standard Consulting Agreement between Registrant and Richard
Redoutey (1/5/98); Ronald Lukasiewicz (12/15/97).

4.25.3 Form of Non Standard Consulting Agreement between Registrant and John W.
Hart (8/17/98).

4.25.4 Form of Non Standard Consulting Agreement dated October 1, 1998, between
Registrant and Jeffrey Montag; Thomas Hoover; Jeffrey Breault. 

4.25.5 Form of Non Standard Consulting Agreement dated October 21, 1998, between
Registrant and William Davis; John Russo. 

4.25.6 Form of Non-Standard Consulting Agreement dated October 21, 1998, between
Registrant and Michael Rose. 

5. Opinion of Fisher Thurber, LLP. regarding the legality of the Common Stock 
registered hereby.

23. Consent of J.H. Cohn LLP, Independent Accountants.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Fisher Thurber, LLP.(included in Exhibit 5).

                                       6