As filed with the Securities and Exchange Commission on July __, 1997.


                                                       Registration No. 333-
                  --------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  --------------------------------------------

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

                             ATC GROUP SERVICES INC.
               (Exact Name of Issuer as specified in its Charter)

   Delaware                                                           46-0399408
-----------------------------                                -------------------
(State of other Jurisdiction                                   (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

              104 East 25th Street, 10th Floor, New York, NY 10010
               (Address of Principal Executive Offices) (Zip Code)
                 -----------------------------------------------

                             ATC GROUP SERVICES INC.
               1993 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

                            (Full title of the Plans)
                 ----------------------------------------------

                            Morry F. Rubin, President
                        104 East 25th Street, 10th Floor
                               New York, NY 10010
                                 (212) 353-8280
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                 ----------------------------------------------

                        Copies of all communications to:
                               Steven Morse, Esq.
                                Lester Morse P.C.
                         111 Great Neck Road, Suite 420
                              Great Neck, NY 11021

     Pursuant  to  Rule  429,   this   Registration   Statement   constitutes  a
Post-Effective  Amendment to the Registrant's  Form S-8 Registration  Statement,
File No.  33-73578 which relates to 200,000 shares  underlying the  Registrant's
1993  Incentive  and Non-  Statutory  Stock  Option  Plan  and a  Post-Effective
Amendment  to  the  Registrant's  Form  S-8  Registration  Statement,  File  No.
333-10547  which  relates  to  an  additional   300,000  shares  underlying  the
Registrant's 1993 Incentive and Non-Statutory Stock Option Plan.


<PAGE>
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


<S>                             <C>                      <C>               <C>                   <C> 
                                                          Proposed             Proposed
      Title of Each                                        Maximum             Maximum              Amount of
         Class of                                         Offering            Aggregate             Registra-
      Securities to               Amount to be            Price Per            Offering              tion Fee
      be Registered                Registered             Share (3)           Price (3)                (3)
            (1)

Common Stock,                      500,000                 $ 11.00          $5,500,000             $ 1,666.67
Par Value $.01                     (1)(2)
Per Share
Total                                                                       $5,500,000             $ 1,666.67


</TABLE>

--------------
(1)      The 1993 Incentive and Non-Statutory Stock Option Plan (the
         "1993 Plan") originally authorized the granting of Incentive
         and Non-Statutory Stock Options to purchase an aggregate of
         200,000 shares of Common Stock.  In December 1993, a Form S-8
         Registration Statement, File No. 33-73578 was filed with the
         Securities and Exchange Commission registering the 200,000
         shares underlying the 1993 Plan.  In 1995, the Board of
         Directors and Stockholders of the Registrant approved a
         300,000 share increase in the 1993 Plan. These 300,000 shares
         were registered in the Registrant's Form S-8, File No. 333-
         10547.  In 1996, the Board of Directors and stockholders
         approved a 500,000 share increase in the 1993 Plan.  This
         Registration Statement, which acts as a Post-Effective
         Amendment to File No. 33-73578 and File No. 333-10547,
         registers the additional 500,000 shares under the 1993 Plan
         for exercise and the resale of such shares by non-affiliated
         persons to the public as Selling Security Holders.

(2)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, an
         additional  undeterminable  number of  shares of Common  Stock is being
         registered to cover any  adjustments  in the number of shares of Common
         Stock  pursuant to the  anti-dilution  provisions  of the Incentive and
         Non-Statutory Stock Option Plan.

(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and based on no less than the average of the  closing  high bid and low
         asked  price of the  Company's  Common  Stock  on  NASDAQ  within  five
         business days of the filing date of this Form S-8.





                                                         2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Incorporated hereby by reference and made a part hereof is the
Company's  Annual  Report on Form 10-K for the fiscal  year ended  February  28,
1997, as amended,  Form 8-K/A-2 (date of earliest event - May 24, 1996) and Form
10-Q for the quarter ended May 31, 1997 filed under the Securities  Exchange Act
of 1934 (the  "Exchange  Act"),  Form 8-A which was  declared  effective  by the
Securities and Exchange Commission  registering the Company's Common Stock under
Section  12 of the  Exchange  Act and all  documents  subsequently  filed by the
Company  pursuant to Sections  13(a),  13(c),  14, or 15(d) of 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  such
documents.

Item 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

Item 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

         The legality of the securities  being  registered by this  Registration
Statement is being passed upon by Lester Morse P.C., 111 Great Neck Road,  Suite
420,  Great Neck, NY 11021,  counsel to the Company.  Members of Lester  Morse's
family own less than 1% of the issued and  outstanding  shares of the  Company's
Common Stock.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Limitation of Directors' Liability.

         The Company's Certificate of Incorporation  contains a provision which,
in substance,  eliminates the personal liability of the directors to the Company
and its stockholders for monetary damages for breaches of their fiduciary duties
as directors to the fullest extent  permitted by Delaware law. By virtue of this
provision,  under  current  Delaware  law, a director of the Company will not be
personally  liable for monetary damages for breach of his fiduciary duty, except
for  liability  for (a) breach of his duty of  loyalty to the  Company or to its
stockholders,  (b)  acts  or  omissions  not  in  good  faith  or  that  involve
intentional  misconduct  or a knowing  violation of law, (c)  dividends or stock
repurchases  or  redemptions  that are unlawful  under Delaware laws and (d) any
transaction from which he receives an improper personal benefit.  This provision
pertains only to breaches of duty by directors as directors and not in any other
corporate capacity,  such as officers, and limits liability only for breaches of
fiduciary  duties under  Delaware  corporate law and not for violations of other
laws such as the federal securities laws. As a result of the

                                                         3

<PAGE>
inclusion  of such  provision,  stockholders  may be unable to recover  monetary
damages against  directors for actions taken by them that constitute  negligence
or gross negligence or that are in violation of their fiduciary duties, although
it may be possible to obtain  injunctive or other equitable  relief with respect
to such actions. The inclusion of this provision in the Company's Certificate of
Incorporation  may have the effect of  reducing  the  likelihood  of  derivative
litigation  against  directors,  and may  discourage  or deter  stockholders  or
Management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
the Company and its stockholders.

Indemnification.

         The General  Corporation  Law of  Delaware  provides  generally  that a
corporation  may  indemnify any person who was or is a party to or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative, or investigative in nature
to  procure a judgment  in its favor,  by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses  (including  attorneys' fees) and, in a proceeding not by or in
the right of the corporation,  judgments,  fines and amounts paid in settlement,
actually  and  reasonably  incurred  by him in  connection  with  such  suit  or
proceeding,  if he acted in good faith and in a manner  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no  reason  to  believe  his  conduct  was
unlawful.  Delaware law further  provides that a corporation  will not indemnify
any person against  expenses  incurred in connection with an action by or in the
right of the  corporation  if such person shall have been  adjudged to be liable
for negligence or misconduct in the  performance of his duty to the  corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall determine that,  despite the adjudication of liability but in view
of all the  circumstances  of the case,  such  person is fairly  and  reasonably
entitled to indemnity for the expenses which such court shall deem proper.

         The indemnification and advancement of expenses provided by, or granted
pursuant to Delaware  Corporation  Law is not be deemed  exclusive  of any other
rights to which those  seeking  indemnification  or advance of  expenses  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  of  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office.

         Article IX of the  Company's  By-Laws  provides  that the  officers and
directors  of the Company  shall be entitled to  indemnification  to the maximum
extent permitted by Delaware law.


                                                         4

<PAGE>
         The  Company  has  entered  into  indemnification  agreements  with its
officers and directors (the "Indemnitee") wherein the Company has agreed to hold
such  officers and  directors  harmless  and to  indemnify  each person from and
against any and all judgments,  fines, amounts paid in settlements and expenses,
including  attorneys'  fees,  incurred as a result of or in connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  or as a result of or in connection
with any appeal therein, whether or not such action, suit proceeding is by or in
the right of any other corporation of any type or kind,  domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other enterprise
which the  Indemnitee  serves in any capacity at the request of the Company,  to
which  Indemnitee is, was or at any time becomes a party, or is threatened to be
made a party or as a result of or by reason of the fact that  Indemnitee is, was
or at any time  becomes a  director  or  officer  of the  Company,  or is or was
serving or at any time  services  such  other  corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise,  in any capacity,
whether  arising out of any breach of  Indemnitee's  fiduciary  duty,  under any
state or federal law or  otherwise as a director or officer of the Company or as
a director,  officer, employee or agent of such other corporation,  partnership,
joint  venture,  trust,  employee  benefit plan or other  enterprise;  provided,
however,  that no indemnity pursuant to the indemnification  agreements shall be
paid by the  Company  (1)  except to the extent  the  aggregate  of losses to be
indemnified  exceeds the amount of such losses for which  Indemnitee is actually
paid pursuant to any insurance  purchased and  maintained by the Company for the
benefit of Indemnitee;  (2) if judgment or other final adjudication  established
that the  Indemnitee's  acts were  committed  in bad faith or were the result of
dishonesty  so  adjudicated,  or that  Indemnitee  personally  gained  in fact a
financial  profit  or  other  advantage  to  which  Indemnitee  was not  legally
entitled;  or (3) if a final  judgment  by a court  having  jurisdiction  in the
matter or the Court of Chancery shall  determine that Indemnitee is not entitled
to such indemnification.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.



                                                         5

<PAGE>



Item 8.           EXHIBITS

                  The following is a complete  list of exhibits  filed as a part
of, or incorporated by reference in, this Registration Statement.

  Exhibit No.                    Document

  5                              Opinion of Lester Morse
                                 P.C.- re: legality of shares of
                                 Common Stock being registered.*

  23.1                           Consent of Deloitte & Touche.*


  23.2                           Consent of Lester Morse P.C.
                                 (Included in Exhibit 5.)*

  99.1                           1993 Incentive and Non-Statutory
                                 Stock Option Plan of Registrant.
                                 (Incorporated by reference to Exhibit
                                 28.1 contained in the Registrant's
                                 Form S-8 Registration Statement, File
                                 No. 33-73578.)

  99.2                           1995 Amendment to 1993 Stock Option
                                 Plan.(Incorporated by reference to
                                 Exhibit 99.2 contained in the
                                 Registrant's Form S-8 Registration
                                 Statement, File No. 333-10547).

  99.3                           1996 Amendment to 1993 Stock Option Plan.
                                 (Incorporated by reference to
                                 Exhibit 99.3 contained in the
                                 Registrant's Form 10-K for its fiscal
                                 year February 28, 1997.)

---------------
*Filed herewith


Item 9.           UNDERTAKINGS

A.       To Update Annually

                  The undersigned registrant hereby undertakes (1) other than as
provided in the proviso to item 512(a) of  Regulation  S-K, to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  registration  statement (a) to include any prospectus  required by Section
10(a)(3) of the  Securities  Act, (b) 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, and (c) to include any material information with respect
to the

                                                         6

<PAGE>
plan of distribution not previously  disclosed in the registration  statement or
any material change to such  information in the  registration;  (2) that for the
purpose  of  determining  any  liability  under the  Securities  Act,  each such
post-effective  amendment that contains a form of prospectus  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;  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.



B.       Incorporation of Subsequent Securities
         Exchange Act of 1934 Documents by Reference

         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.       Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
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.

                                                         7

<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  Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 23rd day of
July, 1997.

                                              ATC Group Services Inc.



                                              By: /s/ Morry F. Rubin
                                              ---------------------------------
                                              Morry F. Rubin, President

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated.


  Signatures                     Titles                                   Date
  ----------                     ------                                   ----

/s/ George Rubin                 Chairman of the Board,
------------------------         Secretary and Director            July 23, 1997
    George Rubin        

                                 President, Chief
                                 Executive
/s/ Morry F. Rubin               Officer, Treasurer and
-------------------------        Director                           July 23,1997
    Morry F. Rubin       

                                 Vice President,
                                 Principal
/s/ Richard L. Pruitt            Accounting Officer and
------------------------         Director                          July 23, 1997
    Richard L. Pruitt   

/s/ Wayne Crosby                 Chief Financial
------------------------         Officer                           July 23, 1997
    Wayne Crosby        

/s/ Richard S. Greenberg
------------------------
    Richard S. Greenberg         Director                          July 23, 1997

/s/ Julia S. Heckman
------------------------
    Julia S. Heckman             Director                          July 23, 1997


                                                            A-1

<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT




                             ATC GROUP SERVICES INC.



                                       A-2

<PAGE>





                                    EXHIBIT 5

                          OPINION OF LESTER MORSE P.C.
             RE: LEGALITY OF SHARES OF COMMON STOCK BEING REGISTERED

                                       A-3

<PAGE>





Exhibit 5

ATC Group Services Inc.                                            July 23, 1997
104 East 25th Street, 10th Floor
New York, NY  10010

Re:      Registration Statement on Form S-8
         of ATC Group Services Inc.
         ----------------------------------

Gentlemen:

         You have requested our opinion as counsel for ATC Environmental,  Inc.,
a Delaware  corporation  (the  "Company"),  in connection with the  Registration
Statement on Form S-8 (the  "Registration  Statement") filed by the Company with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933 (the "Act') with respect to shares (the  "Shares") of Common  Stock,
par value $.01 per share,  of the  Company  which may be issued  pursuant to the
exercise of options  granted or to be granted under the Company's 1993 Incentive
and Non-Statutory Stock Option Plan (the "Plan").

         We have examined such  corporate  records and other  documents and have
made such  examination of law as we have deemed relevant in connection with this
opinion.

         Based  upon the  foregoing,  we  advise  you that in our  opinion  each
authorized but unissued Share issued by the Company in accordance with the terms
of the Plan,  upon exercise of options  properly  granted or to be granted under
such Plan, is duly authorized,  and, when (a) the applicable  provisions of such
"blue sky" and securities  laws as may be applicable have been complied with and
(b) each such  Share has been  delivered  in  accordance  with the terms of such
Plan,  assuming no change in the  applicable law or pertinent  facts,  each such
Share will be legally issued, fully paid, and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement,  and we further  consent to the use of our name therein
under the caption  "Interests  of Named  Experts and Counsel," in Part II of the
Registration  Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act or the rules and regulations of the Commission thereunder.

                                                              Very truly yours,

                                                              LESTER MORSE P.C.

                                                              Steven Morse

                                       A-4

<PAGE>






                                  EXHIBIT 23.1

                          CONSENT OF DELOITTE & TOUCHE

                                       A-5

<PAGE>












INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
ATC Group  Services  Inc. on Form S-8 of (i) our report  dated May 22, 1997 (May
29, 1997, as to Notes B and D),  appearing in the Annual Report on Form 10-K, as
amended,  of ATC Group  Services  Inc. for the year ended  February 28, 1997 and
(ii) our report  dated  January  31,  1997 (June 25,  1997 as to Note 11) on the
financial statements of American Testing and Engineering  Corporation  appearing
in the report on Form 8-K/A#2 (date of earliest  event reported - May 24, 1996),
incorporated by reference herein.


DELOITTE & TOUCHE LLP

Omaha, Nebraska
July 23, 1997


                                       A-6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26225}]
{"company-data": {"conformed-name": "ATC ENVIRONMENTAL INC", "cik": "0000828828", "assigned-sic": "8734", "irs-number": "460399408", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31919", "film-number": "97644449"}, "business-address": {"street1": "104 E 25TH ST 10TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2123538280"}, "mail-address": {"street1": "104 EAST 25TH STREET", "street2": "10TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
As filed with the Securities and Exchange Commission on July __, 1997.

                                                       Registration No. 333-
                  --------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  --------------------------------------------

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

                             ATC GROUP SERVICES INC.
               (Exact Name of Issuer as specified in its Charter)

   Delaware                                                           46-0399408
-----------------------------                                -------------------
(State of other Jurisdiction                                   (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

              104 East 25th Street, 10th Floor, New York, NY 10010
               (Address of Principal Executive Offices) (Zip Code)
                 -----------------------------------------------

                             ATC GROUP SERVICES INC.
               1993 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

                            (Full title of the Plans)
                 ----------------------------------------------

                            Morry F. Rubin, President
                        104 East 25th Street, 10th Floor
                               New York, NY 10010
                                 (212) 353-8280
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                 ----------------------------------------------

                        Copies of all communications to:
                               Steven Morse, Esq.
                                Lester Morse P.C.
                         111 Great Neck Road, Suite 420
                              Great Neck, NY 11021

     Pursuant  to  Rule  429,   this   Registration   Statement   constitutes  a
Post-Effective  Amendment to the Registrant's  Form S-8 Registration  Statement,
File No.  33-73578 which relates to 200,000 shares  underlying the  Registrant's
1993  Incentive  and Non-  Statutory  Stock  Option  Plan  and a  Post-Effective
Amendment  to  the  Registrant's  Form  S-8  Registration  Statement,  File  No.
333-10547  which  relates  to  an  additional   300,000  shares  underlying  the
Registrant's 1993 Incentive and Non-Statutory Stock Option Plan.
CALCULATION OF REGISTRATION FEE
Proposed             Proposed
      Title of Each                                        Maximum             Maximum              Amount of
         Class of                                         Offering            Aggregate             Registra-
      Securities to               Amount to be            Price Per            Offering              tion Fee
      be Registered                Registered             Share (3)           Price (3)                (3)
            (1)

Common Stock,                      500,000                 $ 11.00          $5,500,000             $ 1,666.67
Par Value $.01                     (1)(2)
Per Share
Total                                                                       $5,500,000             $ 1,666.67
--------------
(1)      The 1993 Incentive and Non-Statutory Stock Option Plan (the
         "1993 Plan") originally authorized the granting of Incentive
         and Non-Statutory Stock Options to purchase an aggregate of
         200,000 shares of Common Stock.  In December 1993, a Form S-8
         Registration Statement, File No. 33-73578 was filed with the
         Securities and Exchange Commission registering the 200,000
         shares underlying the 1993 Plan.  In 1995, the Board of
         Directors and Stockholders of the Registrant approved a
         300,000 share increase in the 1993 Plan. These 300,000 shares
         were registered in the Registrant's Form S-8, File No. 333-
         10547.  In 1996, the Board of Directors and stockholders
         approved a 500,000 share increase in the 1993 Plan.  This
         Registration Statement, which acts as a Post-Effective
         Amendment to File No. 33-73578 and File No. 333-10547,
         registers the additional 500,000 shares under the 1993 Plan
         for exercise and the resale of such shares by non-affiliated
         persons to the public as Selling Security Holders.

(2)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, an
         additional  undeterminable  number of  shares of Common  Stock is being
         registered to cover any  adjustments  in the number of shares of Common
         Stock  pursuant to the  anti-dilution  provisions  of the Incentive and
         Non-Statutory Stock Option Plan.

(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and based on no less than the average of the  closing  high bid and low
         asked  price of the  Company's  Common  Stock  on  NASDAQ  within  five
         business days of the filing date of this Form S-8.

                                                         2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Incorporated hereby by reference and made a part hereof is the
Company's  Annual  Report on Form 10-K for the fiscal  year ended  February  28,
1997, as amended,  Form 8-K/A-2 (date of earliest event - May 24, 1996) and Form
10-Q for the quarter ended May 31, 1997 filed under the Securities  Exchange Act
of 1934 (the  "Exchange  Act"),  Form 8-A which was  declared  effective  by the
Securities and Exchange Commission  registering the Company's Common Stock under
Section  12 of the  Exchange  Act and all  documents  subsequently  filed by the
Company  pursuant to Sections  13(a),  13(c),  14, or 15(d) of 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  such
documents.

Item 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

Item 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

         The legality of the securities  being  registered by this  Registration
Statement is being passed upon by Lester Morse P.C., 111 Great Neck Road,  Suite
420,  Great Neck, NY 11021,  counsel to the Company.  Members of Lester  Morse's
family own less than 1% of the issued and  outstanding  shares of the  Company's
Common Stock.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Limitation of Directors' Liability.

         The Company's Certificate of Incorporation  contains a provision which,
in substance,  eliminates the personal liability of the directors to the Company
and its stockholders for monetary damages for breaches of their fiduciary duties
as directors to the fullest extent  permitted by Delaware law. By virtue of this
provision,  under  current  Delaware  law, a director of the Company will not be
personally  liable for monetary damages for breach of his fiduciary duty, except
for  liability  for (a) breach of his duty of  loyalty to the  Company or to its
stockholders,  (b)  acts  or  omissions  not  in  good  faith  or  that  involve
intentional  misconduct  or a knowing  violation of law, (c)  dividends or stock
repurchases  or  redemptions  that are unlawful  under Delaware laws and (d) any
transaction from which he receives an improper personal benefit.  This provision
pertains only to breaches of duty by directors as directors and not in any other
corporate capacity,  such as officers, and limits liability only for breaches of
fiduciary  duties under  Delaware  corporate law and not for violations of other
laws such as the federal securities laws. As a result of the

                                                         3
inclusion  of such  provision,  stockholders  may be unable to recover  monetary
damages against  directors for actions taken by them that constitute  negligence
or gross negligence or that are in violation of their fiduciary duties, although
it may be possible to obtain  injunctive or other equitable  relief with respect
to such actions. The inclusion of this provision in the Company's Certificate of
Incorporation  may have the effect of  reducing  the  likelihood  of  derivative
litigation  against  directors,  and may  discourage  or deter  stockholders  or
Management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefitted
the Company and its stockholders.

Indemnification.

         The General  Corporation  Law of  Delaware  provides  generally  that a
corporation  may  indemnify any person who was or is a party to or is threatened
to be made a party to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative, or investigative in nature
to  procure a judgment  in its favor,  by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses  (including  attorneys' fees) and, in a proceeding not by or in
the right of the corporation,  judgments,  fines and amounts paid in settlement,
actually  and  reasonably  incurred  by him in  connection  with  such  suit  or
proceeding,  if he acted in good faith and in a manner  believed to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no  reason  to  believe  his  conduct  was
unlawful.  Delaware law further  provides that a corporation  will not indemnify
any person against  expenses  incurred in connection with an action by or in the
right of the  corporation  if such person shall have been  adjudged to be liable
for negligence or misconduct in the  performance of his duty to the  corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall determine that,  despite the adjudication of liability but in view
of all the  circumstances  of the case,  such  person is fairly  and  reasonably
entitled to indemnity for the expenses which such court shall deem proper.

         The indemnification and advancement of expenses provided by, or granted
pursuant to Delaware  Corporation  Law is not be deemed  exclusive  of any other
rights to which those  seeking  indemnification  or advance of  expenses  may be
entitled  under any bylaw,  agreement,  vote of  stockholders  of  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office.

         Article IX of the  Company's  By-Laws  provides  that the  officers and
directors  of the Company  shall be entitled to  indemnification  to the maximum
extent permitted by Delaware law.

                                                         4
The  Company  has  entered  into  indemnification  agreements  with its
officers and directors (the "Indemnitee") wherein the Company has agreed to hold
such  officers and  directors  harmless  and to  indemnify  each person from and
against any and all judgments,  fines, amounts paid in settlements and expenses,
including  attorneys'  fees,  incurred as a result of or in connection  with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  or as a result of or in connection
with any appeal therein, whether or not such action, suit proceeding is by or in
the right of any other corporation of any type or kind,  domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other enterprise
which the  Indemnitee  serves in any capacity at the request of the Company,  to
which  Indemnitee is, was or at any time becomes a party, or is threatened to be
made a party or as a result of or by reason of the fact that  Indemnitee is, was
or at any time  becomes a  director  or  officer  of the  Company,  or is or was
serving or at any time  services  such  other  corporation,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise,  in any capacity,
whether  arising out of any breach of  Indemnitee's  fiduciary  duty,  under any
state or federal law or  otherwise as a director or officer of the Company or as
a director,  officer, employee or agent of such other corporation,  partnership,
joint  venture,  trust,  employee  benefit plan or other  enterprise;  provided,
however,  that no indemnity pursuant to the indemnification  agreements shall be
paid by the  Company  (1)  except to the extent  the  aggregate  of losses to be
indemnified  exceeds the amount of such losses for which  Indemnitee is actually
paid pursuant to any insurance  purchased and  maintained by the Company for the
benefit of Indemnitee;  (2) if judgment or other final adjudication  established
that the  Indemnitee's  acts were  committed  in bad faith or were the result of
dishonesty  so  adjudicated,  or that  Indemnitee  personally  gained  in fact a
financial  profit  or  other  advantage  to  which  Indemnitee  was not  legally
entitled;  or (3) if a final  judgment  by a court  having  jurisdiction  in the
matter or the Court of Chancery shall  determine that Indemnitee is not entitled
to such indemnification.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

                                                         5
Item 8.           EXHIBITS

                  The following is a complete  list of exhibits  filed as a part
of, or incorporated by reference in, this Registration Statement.

  Exhibit No.                    Document

  5                              Opinion of Lester Morse
                                 P.C.- re: legality of shares of
                                 Common Stock being registered.*

  23.1                           Consent of Deloitte & Touche.*

  23.2                           Consent of Lester Morse P.C.
                                 (Included in Exhibit 5.)*

  99.1                           1993 Incentive and Non-Statutory
                                 Stock Option Plan of Registrant.
                                 (Incorporated by reference to Exhibit
                                 28.1 contained in the Registrant's
                                 Form S-8 Registration Statement, File
                                 No. 33-73578.)

  99.2                           1995 Amendment to 1993 Stock Option
                                 Plan.(Incorporated by reference to
                                 Exhibit 99.2 contained in the
                                 Registrant's Form S-8 Registration
                                 Statement, File No. 333-10547).

  99.3                           1996 Amendment to 1993 Stock Option Plan.
                                 (Incorporated by reference to
                                 Exhibit 99.3 contained in the
                                 Registrant's Form 10-K for its fiscal
                                 year February 28, 1997.)

---------------
*Filed herewith

Item 9.           UNDERTAKINGS

A.       To Update Annually

                  The undersigned registrant hereby undertakes (1) other than as
provided in the proviso to item 512(a) of  Regulation  S-K, to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  registration  statement (a) to include any prospectus  required by Section
10(a)(3) of the  Securities  Act, (b) 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, and (c) to include any material information with respect
to the

                                                         6
plan of distribution not previously  disclosed in the registration  statement or
any material change to such  information in the  registration;  (2) that for the
purpose  of  determining  any  liability  under the  Securities  Act,  each such
post-effective  amendment that contains a form of prospectus  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;  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.

B.       Incorporation of Subsequent Securities
         Exchange Act of 1934 Documents by Reference

         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.       Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
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.

                                                         7
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  Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York, State of New York on the 23rd day of
July, 1997.

                                              ATC Group Services Inc.

                                              By: /s/ Morry F. Rubin
                                              ---------------------------------
                                              Morry F. Rubin, President

         Pursuant to the  requirements  of the Securities Act of 1933, this Form
S-8  Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated.

  Signatures                     Titles                                   Date
  ----------                     ------                                   ----

/s/ George Rubin                 Chairman of the Board,
------------------------         Secretary and Director            July 23, 1997
    George Rubin        

                                 President, Chief
                                 Executive
/s/ Morry F. Rubin               Officer, Treasurer and
-------------------------        Director                           July 23,1997
    Morry F. Rubin       

                                 Vice President,
                                 Principal
/s/ Richard L. Pruitt            Accounting Officer and
------------------------         Director                          July 23, 1997
    Richard L. Pruitt   

/s/ Wayne Crosby                 Chief Financial
------------------------         Officer                           July 23, 1997
    Wayne Crosby        

/s/ Richard S. Greenberg
------------------------
    Richard S. Greenberg         Director                          July 23, 1997

/s/ Julia S. Heckman
------------------------
    Julia S. Heckman             Director                          July 23, 1997

                                                            A-1
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                             ATC GROUP SERVICES INC.

                                       A-2
EXHIBIT 5

                          OPINION OF LESTER MORSE P.C.
             RE: LEGALITY OF SHARES OF COMMON STOCK BEING REGISTERED

                                       A-3
Exhibit 5

ATC Group Services Inc.                                            July 23, 1997
104 East 25th Street, 10th Floor
New York, NY  10010

Re:      Registration Statement on Form S-8
         of ATC Group Services Inc.
         ----------------------------------

Gentlemen:

         You have requested our opinion as counsel for ATC Environmental,  Inc.,
a Delaware  corporation  (the  "Company"),  in connection with the  Registration
Statement on Form S-8 (the  "Registration  Statement") filed by the Company with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933 (the "Act') with respect to shares (the  "Shares") of Common  Stock,
par value $.01 per share,  of the  Company  which may be issued  pursuant to the
exercise of options  granted or to be granted under the Company's 1993 Incentive
and Non-Statutory Stock Option Plan (the "Plan").

         We have examined such  corporate  records and other  documents and have
made such  examination of law as we have deemed relevant in connection with this
opinion.

         Based  upon the  foregoing,  we  advise  you that in our  opinion  each
authorized but unissued Share issued by the Company in accordance with the terms
of the Plan,  upon exercise of options  properly  granted or to be granted under
such Plan, is duly authorized,  and, when (a) the applicable  provisions of such
"blue sky" and securities  laws as may be applicable have been complied with and
(b) each such  Share has been  delivered  in  accordance  with the terms of such
Plan,  assuming no change in the  applicable law or pertinent  facts,  each such
Share will be legally issued, fully paid, and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement,  and we further  consent to the use of our name therein
under the caption  "Interests  of Named  Experts and Counsel," in Part II of the
Registration  Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act or the rules and regulations of the Commission thereunder.

                                                              Very truly yours,

                                                              LESTER MORSE P.C.

                                                              Steven Morse

                                       A-4
EXHIBIT 23.1

                          CONSENT OF DELOITTE & TOUCHE

                                       A-5
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
ATC Group  Services  Inc. on Form S-8 of (i) our report  dated May 22, 1997 (May
29, 1997, as to Notes B and D),  appearing in the Annual Report on Form 10-K, as
amended,  of ATC Group  Services  Inc. for the year ended  February 28, 1997 and
(ii) our report  dated  January  31,  1997 (June 25,  1997 as to Note 11) on the
financial statements of American Testing and Engineering  Corporation  appearing
in the report on Form 8-K/A#2 (date of earliest  event reported - May 24, 1996),
incorporated by reference herein.

DELOITTE & TOUCHE LLP

Omaha, Nebraska
July 23, 1997

                                       A-6