As filed with the Securities and Exchange Commission on _______________,
1996,
                                   Registration No. 33-______________



                                    
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.   20549
                              _____________
                                    
                                FORM S-8
                         Registration Statement
                                  Under
                 The Securities Act of 1933, as amended.
                              _____________

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

         Delaware                                       73-1284747
    (State of other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                 Identification
Number)

                          1402 Industrial Blvd.
                         Lockhart, Texas   78644
                             (512) 376-1049
(Address and telephone number of registrant's principal executive offices
                         and place of business)

                             William Meehan
                  President and Chief Executive Officer
                         Lockhart, Texas   78644
                             (512) 376-1049
           (Name, address and telephone of agent for service)

 Copies of all communications, including all communications sent to the
                  agent for service, should be sent to:
                                    
                             Jack D. Bryant
                            7404 Napier Trail
                           Austin, Texas 78729
                             (512) 219-7232

    Approximate date of commencement of proposed sale to the public:
     As soon as practicable after the Registration Statement becomes
                               effective.

     If the  only securities  being registered  on this  Form  are  being
offered pursuant  to dividends  or interest reinvestment plans, check the
following line:______

     If any  of the  securities being  registered on  this Form are to be
offered on  a delayed  or continuous basis pursuant to Rule 415 under the
Securities Act  of 1933, other than securities offered only in connection
with dividend  or interest  reinvestment plans, check the following line:
x
              CALCULATION OF REGISTRATION FEE



Title of each class        Amount       Proposed     Propose
d                  Amount of
of securities to   to be   maximum      aggregate   Registra
tion
be registered     registered       offering price (1)  offer
ing price(1)      fee(1)




Common Shares, $0.02
par value per share,
issuable upon exercise
of stock options by
Selling Shareholders800,000* $0.165   $132,000.00   $250.00





Totals          800,000      $0.165   $132,000.00   $250.00


____________________________________________________________
_________________

[1]  Based upon the mean between the closing bid and ask
prices for the Common Shares on November 8, 1996, in
accordance with Rule 457(c).
























                           2

PROSPECTUS

U. S. TECHNOLOGIES INC.
800,000 Common Shares,
$0.02 per value per share

     All of  the $0.02  par value common shares (the "Common
Shares") of  U. S.  Technologies Inc.  (the  "Company")  are
issuable upon  exercise of  stock options  ("Options") to be
issued by  the Company to its officers, directors, employees
and/or consultants.   The  Options will  be issued  to  such
individuals and/or  entities  pursuant  to  written  benefit
plans maintained  by the  Company.   The  Company  will  not
receive any proceeds from the sale of the Common Shares sold
by Shareholders,  although  the  Company  will  receive  the
exercise price payable upon any exercise of the options.

     A total  of 800,000  Common Shares registered hereunder
are issuable  upon exercise  of stock  options issued by the
Company under  its  Nonqualifying  Stock  Option  Plan  (the
"Plan")  to   employees,  directors,  and/or  other  persons
associated with  the Company  whose services have benefitted
the Company.  An aggregate of 800,000 Common Shares underlie
the options,  none of  which are  presently outstanding, but
will be  for a  period of  ten (10)  years from  the date of
grant.   Options must  be issued  within ten (10) years from
April 30,  1996.   The exercise  price will be determined by
the Board of Directors of the Company.

     The  Company's   Common  Shares  are  listed  with  the
National Association  of Securities  Dealer, Inc. (NASD) and
traded on  the OTC Bulletin Board.  On November 8, 1996, the
last reported  sales price for the Common Shares as reported
on the OTC Bulletin Board was $0.15 and $0.18 asked.

     THE SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK, IMMEDIATE  SUBSTANTIAL DILUTION,  LIMITED  OPERATIONS,
OPERATING LOSSES,  AND CONTINUING  NEED FOR WORKING CAPITAL.
See "Risk Factors."

     THESE SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE  SECURITIES AND  EXCHANGE  COMMISSION  OR  ANY  STATE
SECURITIES COMMISSION  NOR HAS  THE SECURITIES  AND EXCHANGE
COMMISSION OR  ANY STATE  SECURITIES COMMISSION  PASSED UPON
THE  ACCURACY   OR  ADEQUACY   OF  THIS   PROSPECTUS.    ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is November 12, 1996.









                           3

As of the date of this Prospectus, none of the common Shares
underlying the Options described herein have been issued.

     The Company  anticipates  that  upon  exercise  of  the
Options, of  which there  is  no  assurance,  sales  by  the
holders thereof may be effected from time to time, by or for
the  accounts  of  the  Selling  Shareholders,  on  the  OTC
Bulletin Board  Automated Quotation  System ("OTCBB")  or in
the over-the-counter  market, in negotiated transactions, or
otherwise.  Sales will be made through broker/dealers acting
as agents  for the Selling Shareholders or to broker/dealers
who  may  purchase  the  Common  Shares  as  principals  and
thereafter sell  the shares  from time  to time  on the  OTC
Bulletin  Board,   in  the   over-the-counter   market,   in
negotiated transactions,  or otherwise.   Sales will be made
either at market prices prevailing at the times of the sales
or at negotiated prices.  See "Plan of Distribution."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's  Annual Report  on Form 10-K for the year
ended December  31, 1995 (herein collectively, the "Form 10-
K");   and, the  Company's Form  8-A Registration  Statement
filed with  the Commission  on June  11, 1987  (File No.  0-
15960) filed  under the Securities Exchange Act of 1934, are
hereby incorporated in this Prospectus by reference, and all
documents subsequently  filed by  the  Company  pursuant  to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of  1934, prior  to  the  termination  of  the  offering
described herein, shall be deemed to be incorporated in this
Prospectus and  to be  a part  hereof from  the date  of the
filing of  such documents.   Any  statement contained  in  a
document incorporation  by reference  herein shall be deemed
to be  modified or superseded for all purposes to the extent
that a  statement contained  in this  Prospectus or  in  any
other subsequently filed document which is also incorporated
herein by  reference modifies  or replaces  such  statement.
The Company  will provide  without charge  to each person to
whom this  Prospectus  is  delivered,  on  written  or  oral
request of  such person, a copy (without exhibits) of any or
all documents incorporation by reference in this Prospectus.
Requests for  such copies  should  be  directed  to  William
Meehan,  President,   U.S.  Technologies  Inc.,  (1)  if  by
telephone to  (512) 376-1049, or (ii) if by mail to P.O. Box
697, Lockhart, Texas 78644.












                           4

                        THE COMPANY

General Development of Business

     U.   S.   Technologies   Inc.   (the   "Company")   was
incorporated on  September 9, 1986, in the State of Delaware
as CareAmerica Inc.  From time to time the term "Company" as
used herein refers to U.S. Technologies Inc. by itself or to
collectively refer  to U.  S. Technologies  Inc. and some or
all of  its subsidiaries, past and present.  The Company was
formed to  furnish in-home  medical care services.  On April
14, 1987, the Company completed a public offering of 660,000
units, each unit consisting of one share of Common Stock and
one  Redeemable   Warrant,  each   separately   transferable
immediately upon issuance.  The foregoing reflects a 1 for 5
reverse split of the Registrant's Common Stock, Warrants and
Options which took place on February 8, 1993, and assumes no
additional shares issued in respect of any fractional shares
which may have resulted from the reverse split.

     In 1987 the Company changed business direction from the
medical industry  to electronics.  On September 1, 1988, the
Company moved  its corporate  headquarters from Kansas City,
Missouri, to  Austin, Texas.  The Company's decision to move
its headquarters to Austin, Texas, was made in order to more
effectively  monitor   the  day-to-day   activities  of  its
Subsidiaries.   The management  of  the  Company  felt  that
maintaining offices  in  Kansas  City,  Missouri,  when  its
operating  Subsidiaries   were  in  Austin,  Texas,  was  an
unnecessary expense for the Company.

     On July  14, 1989,  the  shareholders  of  the  Company
approved a  proposal to  change the  name of the Corporation
from CareAmerica Inc. to U.S. Technologies Inc.  On July 14,
1989, the  Company  filed  a  Certificate  of  Amendment  of
Certificate of  Incorporation with the Secretary of State of
Delaware causing  the name  of the corporation to be changed
to U.S.  Technologies Inc.   Effective  with  the  start  of
business July 17, 1989, the Company's Common Stock traded on
the over-the-counter  market  and  listed  on  the  National
Association  of   Securities  Dealers  Automated  Quotations
(NASDAQ) System.  The trading symbol was changed to USXX.

     Prior to  June,  1994,  the  Company  owned  three  (3)
additional subsidiaries  which had  been  in  operation  for
several years:    American  Microelectronics  Inc.  ("AMI"),
Republic  Technology   Corporation  ("Republic"),  and  U.S.
MicroLabs Inc.  ("MicroLabs").   AMI was  in the electronics
contract  manufacturing  business.    Republic  was  in  the
business of  designing  and  marketing  personal  computers.
MicroLabs had  been inactive  for several  years, but had at
one time  been in  the business  of developing and marketing
software.  AMI was the largest secured creditor of Republic.
The Company  was the  largest secured  creditor of  AMI.  In



                           5

June, 1994,  AMI foreclosed  on  its  security  interest  in
Republic and  accepted an  assignment of  all of  Republic's
assets  (all   of  which  were  covered  by  AMI's  security
agreement) in  satisfaction  of  Republic's  debts  to  AMI.
Subsequent thereto  the Company  foreclosed on  its security
interest in  AMI and  accepted an assignment of AMI's assets
(that were  covered by  the Company's security agreement) in
satisfaction of  AMI's debts  to the  company.   The Company
made a  capital contribution of the foreclosed assets to the
newly formed  company, Lockhart Technologies, Inc., "LTI" in
exchange for  all of  the capital  stock  of  that  company.
After the foreclosures, the Company sold all of its interest
in AMI, Republic, and MicroLabs for a total consideration of
$1,758.

     The   Company    presently   has   two   wholly   owned
subsidiaries:     Lockhart  Technologies,   Inc.,  a   Texas
corporation ("LTI") and Newdat, Inc., an Arizona corporation
("Newdat").  Newdat owns an eighty percent (80%) interest in
SensonCorp Liesmited,  an  Arizona  corporation  ("Senson").
The Company acquired Newdat on January 23, 1995, in exchange
for 7,053,728 shares of the Company's common stock.



































                           6

     LTI was  incorporated  on  June  29,  1994.    LTI  was
capitalized by  the Company  by the  contribution of certain
assets, tangible  and intangible, which the Company received
through its  foreclosure of  AMI.  The assets were valued at
$1,764,580.     LTI   operates   an   electronics   contract
manufacturing facility  located inside  a  minimum  security
prison facility  located in  Lockhart, Texas.   LTI  has  an
Industry Work Program Agreement (the "IWPA"), which includes
a lease  agreement, with  Wackenhut Corrections Corporation,
The  Texas  Department  of  Criminal  Justice,  Division  of
Pardons, and  Paroles and  the City of Lockhart, Texas.  The
IWPA  and   Lease  were   assigned  to   LTI   by   American
Microelectronics Inc.,  a corporation  formerly owned by the
Company.   Wackenhut Corrections  Corporation  has  not  yet
formally ratified  the assignment  of the IWPA from American
Microelectronics  Inc.   to  LTI,  but  has  continued  full
cooperation with  LTI over the past 28 months.  The Industry
Work  Program  Agreement  provides  and  encourages  LTI  to
recruit and  hire qualified  employees  from  the  500  male
residents presently  in this facility.  Prospective resident
employees are  provided vocational  and educational training
by Wackenhut  and the  Texas Department of Criminal Justice,
Division of  Pardons and  Paroles tailored  to the Company's
specifications.   The Company  is required  to pay  resident
employees at a rate prevailing in the area for similar work,
but at  no time  less the  Federal Minimum  Wage rate.   The
lease agreement  provides for  approximately  27,800  square
feet of  manufacturing and  office space through January 31,
1997 and provides for automatic three year extensions unless
notification is  given by  either party  at least six months
prior to the expiration of each term.  LTI has been notified
by Wackenhut  that it  wishes to  review the  terms  of  the
second three  year lease  in the  near future.   The Company
does not anticipate any material changes in the terms of the
renewal option.   The lease provides for annual rental rates
of $1  per year for the primary term and the first automatic
three year extension.

     On September  5, 1996,  the  Company  was  notified  by
NASDAQ that  effective  September  6,  1996,  the  Company's
securities would be deleted from the Nasdaq Small Cap Market
because  the  Nasdaq  Listing  Qualifications  Panel  lacked
confidence in  the Company's  short term  plan  to  maintain
compliance with  the listing  requirements.   The  Company's
securities are  presently trading  on the OTC Bulletin Board
under the same trading symbol "USXX".

Principal Products, Services and Revenue Sources

     The Company  furnishes  direction,  administrative  and
consulting services to its Subsidiaries, and raises funds as
appropriate for their operation and expansion.





                           7

     LTI  offers   contract   manufacturing   services   for
electronic circuit  boards.   LTI does  not manufacture  the
actual  circuit   boards;  LTI  purchases  them  from  board
manufacturers.   Electrical components  placed on the boards
are furnished  by LTI's  customers in  kit form or purchased
directly   from    electrical   supply   houses   or   parts
manufacturers.   LTI places  the components  on  the  board,
solders  the   connections  and,  if  requested,  tests  the
assembled  board.    LTI  also  performs  electro-mechanical
assembly.

     The electronic  circuit board  is the basic element for
manufacturing  electronic   circuitry  today.     Individual
electrical components  such  as  resistors,  capacitors  and
solid state  devices are mounted on the circuit board.  Such
electrical components  are "packaged"  as "through-hole"  or
"surface mount"  devices.  Through-hole components have wire
leads which are placed through holes on the board.  The wire
leads are  soldered  to  the  board  on  the  reverse  side.
Surface mount  components are  smaller and have much shorter
leads or  metallic ends which are soldered directly to small
metal pads on top of the board.

     LTI's services  may be  used by  any business that uses
electronic circuit boards.  LTI presently assembles products
utilized in  computers, computer  peripherals, security  and
communications systems,  medical  equipment  and  electronic
testing devices.   LTI  markets its services through two (2)
in-house salespeople  and five  manufacturing representative
sales people.  It has increased the sales force by 350% over
the past six months and is attempting to expand its contract
manufacturing business  by including larger runs and turnkey
operations.

     Newdat,  Inc.  is  an  Arizona  corporation  which  has
developed to  market ready status a device for measuring (in
real time  during production)  the thickness  of coatings on
wire, e.g.,  measuring the  thickness of the zinc coating on
galvanized wire.   This  device has wide ranging alternative
applications.   For example  it can  also be  used to detect
flaws in  wire and  cable during production or while in use,
e.g.,  elevator   or  ski  lift  cables.    Newdat  is  also
developing a  high speed  tape backup  unit  for  computers,
utilizing a  helical scan  technology.   Newdat also owns an
eighty percent (80%) interest in SensonCorp Limited "Senson"
which is  presently  marketing  a  line  of  environmentally
friendly chemical  coatings developed  by a major Australian
chemical  company.     Senson   has  exclusive   rights   to
manufacture and market these products in North America.  The
coatings have  a variety of applications, all with non toxic
anti-corrosion  capability   using  vapor   phase  corrosion
inhibitors.     Over  the  past  half  year,  the  Company's
management has  consolidated much  of  Newdat's  engineering




                           8

business in  Lockhart as  a control  measure and cost saving
exercise.

The Company successfully concluded an agreement in the third
quarter of  1996 to acquire an 85% ownership interest in the
QuakeAlarm technology  from Komen Holdings Pty., a new South
Wales Holding  Company in  exchange for  3,536,000 shares of
the Company's common stock.  This technology, which has been
developed  and  prototyped,  is  a  fully  integrated  early
warning earthquake  alarm that  can detect the first sign of
an imminent  earthquake.   The QuakeAlarm can alert the user
before humans  begin to  feel the  earthquake by sensing the
quake's "P"  (primary) wave,  which precedes the "S" (shock)
waves which  cause the damage.  The purchase of the majority
ownership gives  the  Company  exclusive  manufacturing  and
marketing right to the product worldwide.  The Company plans
to commence  production of  the QuakeAlarm  immediately  and
market    this    product    through    several    marketing
representatives worldwide.

Another potential  business opportunity for LTI is a product
which it has developed on behalf of a customer.  The product
is an  energy saving  device which  has been developed for a
local company  and is  presently  in  field  testing.    The
product  offers   LTI  the  opportunity  to  undertake  long
production run work which will enable combining the building
of  circuit   boards  and   coils  with   electro-mechanical
assembly.

LTI has  entered into an exclusive three year agreement with
an Austin,  Texas, original  computer equipment manufacturer
"OEM" for  the assembly, testing and shipping to end users a
new line  of computers  using the MAC operating system.  The
OEM  estimated  that  approximately  60,000  units  will  be
produced  during   the  first   year  of  the  contract  and
approximately 120,000 units during the second year.

Raw Materials

     Some of  the components  and raw  materials used by the
Company's subsidiaries  are available  from a limited number
of suppliers  and/or are susceptible to non availability due
to periodic  shortages.   While  component  purchasing  lead
times are  improving due  to greater  competition.   In some
instances there  may be  lead times  of  several  months  or
longer  to   obtain  and   sustain  an  adequate  supply  of
components.   While parts are generally available, delays in
obtaining some  parts could  jeopardize orders  and increase
the cost  of  operations  for  LTI  and  Newdat.    LTI  has
experienced prolonged  or significant shortages in the past.
However, from  time to  time parts shortages may be expected
to cause  temporary delays  in production  of some products.
Senson's raw  materials include  chemical stocks  which  are
generally  available   and  management  does  not  presently



                           9

anticipate any  restrictions or  delays in production due to
shortages in raw materials.

Patents, Trademarks, Licenses, Franchises and Concessions

     The  Company   and  LTI   do  not   have  any  patents,
trademarks, licenses,  franchises or  concessions;  however,
they may apply for some in the future.  Because of the rapid
pace of  technological change,  the  Company  believes  that
copyright, trademark  and other  legal protections  are less
significant in  its industry than such factors as innovative
skills, technological expertise and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

Working Capital Practices

     The  Company's   subsidiaries  are   discouraged   from
carrying excess  quantities of  raw materials  or  purchased
parts because most of their products are produced to demand;
therefore, components  and parts  can usually  be ordered as
needed.   LTI has  an agreement  which  allows  one  of  its
suppliers to  purchase materials  from LTI's  inventory when
they have  needs for certain items.  This procedure is to be
extended to  other customers  and known  users of certain of
LTI's inventory.   In a determined effort to limit inventory
holdings, LTI  has introduced  a heavy hand in its write-off
program and has made a allowance for obsolence in the amount
of $395,000 complemented with a determination to find buyers
for slow  moving items.   LTI offers selected customers a 2%
discount if bills are paid within ten days.

Dependence on Customers

     LTI has  broadened its  customer base  during 1995  and
1996 and is less dependent on key customers than previously.
However, it  is now  seeking longer  production runs than in



                           10

the recent  past and  if it is successful, dependence on one
or more  customers is  inevitable.   The loss  of any one of
such customers  would have  a material adverse effect on LTI
and the  Company.   Management believes  that this situation
will abate as LTI's customer base expands.

Backlog

     At October  31, 1996,  LTI's backlog  (which represents
that portion  of outstanding  contracts not  yet included in
revenue) was  approximately $1,140,000.   It  is anticipated
that 100%  of the backlog will be delivered before April 30,
1997.

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

Competitive Conditions

     LTI, Newdat  and Senson are in competition with a large
number  of   firms.     Most  of   their   competitors   are
substantially larger  and have  greater financial resources.
LTI's business  is capital  intensive, i.e.,  a  significant
investment in equipment is necessary.  The greater financial
resources  of   many  of   LTI's  competitors   gives  those
competitors an  advantage over  LTI.  Newdat and Senson have
products which  face competition  from other  products.  The
Company believes  the products  of Newdat  and  Senson  have
features  and   qualities  which  give  them  a  competitive
advantage.   However, the  existing control  of  the  market
place by their competitors and the financial resources which
such competition  can apply  to their  competitive marketing
efforts are significant negative factors against the ability
of Newdat  and Senson  to  successfully  complete  in  their
markets.   Positive factors  pertaining to LTI's competitive
position are the experience of LTI's new management team and
what LTI believes is its ability to address the growing need
for mixed  technology circuit  boards, i.e.,  circuit boards
containing both  through-hole and  surface mount components.
LTI has  automated equipment  for the  assembly  of  circuit
boards using  surface  mount  and  through-hole  components.
However,  LTI's   surface  mount  equipment  is  limited  in



                           11

capacity.  If LTI is able to sustain and increase its volume
of business,  further investments  in capital equipment will
be required.   The  Company  will  require  additional  debt
and/or lease  financing to  acquire additional equipment and
expanded receivables  financing to fund any growth in sales.
Terms of  possible  lease  agreements  and/or  the  cost  of
borrowed funds may be prohibitive.

Research and Development Activities

     Newdat acquired  products of which one had already been
developed.     Newdat  is   limiting  further  research  and
development to  support the  latest possible  entry  of  its
proprietary products  into market,  and then the support and
enhancement of those products in the field.

Number of Persons Employed

     As of  October 31,  1996, the  Company had two salaried
employees.   Several employees  of LTI devoted a significant
portion of their time to the affairs of the Company.

     As of  October  31,  1996,  LTI  had  approximately  69
regular employees.  LTI employees include residents from the
minimum  security  prison  facility  where  the  Company  is
located.

     As of October 31, 1996, Newdat had no employees.

     As  of  October  31,  1996,  Senson  had  1  part  time
employee.

     None of  the Company's  employees are  represented by a
union.   The Company believes that its relationship with its
employees is good.

Regulation

     The Company  is subject to Food and Drug Administration
("FDA") regulations  relating to  medically related  devices
which its  subsidiary, LTI  manufactures.  These regulations
are generally  applicable  to  companies  producing  medical
electronics.     The  products   that  are  subject  to  FDA
regulation are  not a significant portion of LTI's business.
All of the Company's subsidiaries are subject to OSHA.


                      USE OF PROCEEDS

     The Company  will not  receive any of the proceeds from
the sale  of the  Common  Shares  by  the  Grantees  of  the
options.   However, the  Company may  receive proceeds  from
exercise of  the Options,  of which  there is  no assurance.
All net  proceeds received  by the  Company from exercise of



                           12

the Options shall be added to working capital of the Company
and utilized  for  any  valid  corporate  purpose.    It  is
presently anticipated  that the proceeds may be utilized for
payment of  outstanding accounts  payable  and  general  and
administrative expenses.




















































                           13

RISK FACTORS

     The purchase of these securities involves a high degree
of risk.   Prospective  investors should  carefully consider
the following  factors,  among  others  set  forth  in  this
Prospectus, before  making a decision to purchase the Common
Shares offered hereby.

     1.   Going Concern.   The  Company incurred significant
losses during  the years  ended December  31, 1995, 1994 and
1993 and  had a  working capital  deficiency at December 31,
1993.  The Company's auditors, Brown, Graham & Company P.C.,
have rendered  a "going concern" opinion in its report.  The
Company's  consolidated   financial  statements   have  been
presented on  the basis  that the Company is a going concern
which  contemplates   the  realization  of  assets  and  the
satisfaction  of   liabilities  in   the  normal  course  of
business.   The Company's  continued existence  is dependent
upon its ability to resolve its liquidity problems, which it
plans to  resolve principally  from  profitable  operations,
accounts  receivable  based  borrowing,  long-term  debt  or
equity financing  and the  continued support and forbearance
of its  vendors and  creditors.   (See Risk Factors - Future
Capital Needs and Possible Loss of Facilities)

     2.   NASDAQ Maintenance Requirements - the Common Stock
and Redeemable  Warrants have  been deleted  from the Nasdaq
SmallCap  Stock  Market.  The  Company's  Common  Stock  was
deleted effective  September 6,  1996,  because  the  Common
Stock was  trading at  $.125 per  share, which was below the
required minimum  bid price  of $1.00  per share.  Although,
the Company  did meet the alternative minimum bid price test
requirement  of   $2,000,000  in  capital  and  surplus  and
$1,000,000 in  market  value  of  public  float  the  Nasdaq
Listing Qualifications  Panel was  of the  opinion that  the
Company's plan  to  ensure  long  term  compliance  did  not
convince them  that the  Company would  be able  to continue
meeting the minimum requirements.  The company has requested
that the  Review Committee of the Nasdaq Listing and Hearing
Review Committee  review  this  decision  and  reverse  this
decision.  As of this date no determination has been made by
the review committee.  The Common Stock is presently trading
on the OTC Bulletin Board.

Broker/Dealer Sales  of the  Company's Securities on the OTC
Bulletin  Board  are  subject  to  Securities  and  Exchange
Commission  Rules  that  impose  additional  sales  practice
requirements on  broker/dealers who  sell such securities to
persons other  than  established  customers  and  accredited
investors (generally  institutions with  assets in excess of
$5,000,000 or  individuals with  a net  worth in  excess  of
$1,000,000  or   an  annual  income  exceeding  $200,000  or
$300,000  jointly   with  their   spouse).    The  Company's
Redeemable Warrants  and Common  Stock are  subject to these



                           14

rules.     For  transactions   covered  by  the  Rules,  the
broker/dealer must  make a special suitability determination
for the  purchaser,  and  receive  the  purchaser's  written
agreement to  the transaction  prior to  the sale, deliver a
notice to  the customer of the hazards involved in investing
in such  securities, and  comply with additional regulations
which became  operative on  January 3,  1993.  Consequently,
the Rule  may affect  the ability  of broker/dealers to sell
the Company's  securities and also may affect the ability of
purchasers in  this offering  to sell  their shares  in  the
secondary market.

     3.   Operating Losses.   The  Company has accumulated a
deficit of  $8,345,220 since  its inception through the year
ending December  31, 1995.   There  is no assurance that the
Company will operate profitably in the future.

     4.   Absence of  Dividends.   No  dividends  have  been
declared or  paid by  the Company  on its Common Stock.  The
Company  intends  to  devote  all  available  funds  to  the
operation of  its business and, accordingly, does not intend
to pay any cash dividends in the foreseeable future.

     5.   Future Capital  Needs.  The circuit board contract
assembly business  is capital intensive.  LTI, the Company's
principal Subsidiary,  has need  for replacement  of some of
its surface  mount equipment to remain competitive with some
of its  competition.   LTI is presently seeking some of this
equipment and  is also attempting to finance this equipment.
If LTI  is unable  to finance  the equipment,  such an event
could have a material adverse impact on the Company's future
operations and  its ability  to compete in the industry.  If
LTI increases its volume of business, further investments in
capital equipment  or  replacement  thereof  and  facilities
expansion may  be required.   There can be no assurance that
additional financing will be available on favorable terms.

     6.   Competition.   The  Company  has  competitors  and
potential competitors,  many of  whom may  have considerably
greater financial and other resources than the Company.

     7.   Product Development.   The  Company and LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for some in the future.
Because of  the rapid  pace  of  technological  change,  the
Company believes  that copyright,  trademark and other legal
protections are  less significant  in its industry than such
factors as  innovative skills,  technological expertise  and
marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well



                           15

as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     8.   Possible Shortage of Working Capital to Market New
Product.  Senson and Newdat have no working capital of their
own and  will have  to rely upon the Company or intercompany
loans from LTI to market its new product.

     9.   Product Protection.   The  Company and  LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for same in the future.
The Company  believes that  copyright, trademark  and  other
legal protections  are less significant in its industry than
such factors  as innovative  skills, technological expertise
and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     10.  Backlog.       At October  31, 1996, LTI's backlog
(which represents  that portion of outstanding contracts not
yet included  in revenue)  was approximately $1,140,000.  It
is anticipated  that 100%  of the  backlog will be delivered
before April 30, 1997.





                           16

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

     11.   Importance of Volume Production.  The business of
the Company's  principal Subsidiary,  LTI, is  the  contract
assembly of surface mount, through-hole and mixed technology
circuit  boards.     That  business  is  capital  intensive,
requiring a  substantial investment  in automated equipment.
Hence, the  Company has significant fixed costs.  Because of
these fixed  costs, the  Company  must  have  a  significant
volume of  work to  cover manufacturing costs and to sustain
profitability.   In  this  regard,  production  problems  or
planning misjudgments  could have  a material adverse effect
on the Company.

     12.   Raw Materials.   Some  of the  components and raw
materials used by LTI and Senson are available from only one
supplier and/or are subject to unavailability due to general
shortages.   In some  instances, there  may be lead times of
several months  or longer  to obtain and sustain an adequate
supply of  components.  While parts are generally available,
delays in  obtaining some  parts can  jeopardize orders  and
increase the Company's cost of operations.

     13.   Reliance on  a  Few  Customers.    The  Company's
principal Subsidiary,  LTI, is  largely dependent  on a  few
customers for  a significant  portion of its cash flow.  The
loss of  any one  of these  customers may  have  a  material
adverse impact on the Company.

     14.   Dependence on  Key Personnel.  The success of the
Company depends,  in part,  on the continued availability of
the  executive   officers,  senior  staff  members  and  key
technical employees of its Subsidiaries.  The unavailability
of certain  of these  people, or  the Company's inability to
attract and  retain  other  key  employees,  could  severely
affect the  Company's ability  to  carry  on  its  business.
There is  no assurance that these officers or employees will
remain with  the Company or that the Company will be able to
attract and retain other key employees.





                           17

     15.   Effect of  Possible Bankruptcy, Reorganization or
Similar  Proceeding.     In   the  event  of  a  bankruptcy,
reorganization or  similar proceeding, the purchasers of the
shares offered  pursuant to this Prospectus could lose their
entire investment, even if the Company were to survive.

     16.   Litigation  Involving  the  Company.    There  is
litigation pending  against the  Company  and  some  of  its
subsidiaries.

     17.   Shares Eligible  for Future Sale.  As of the date
of this  Prospectus, the  Company has issued and outstanding
21,257,263 shares of Common Stock. 18,742,737 are authorized
but unissued at this time.

     18.    Shares  Issuable  Upon  Exercise  of  Redeemable
Warrants.  In connection with a public offering, the Company
issued and  sold 660,000 Common Stock Purchase Warrants (the
"Redeemable Warrants")  to purchase  660,000 shares  of  the
Company's Common Stock at $10.00 per share at any time until
5:00 p.m.,  Denver, Colorado,  time on  April 14, 1992, (the
"Warrant Expiration  Date") unless  extended by the Company.
(By action  of the Board of Directors the expiration date of
the Redeemable  Warrants was  extended through  December 31,
1996).   The Redeemable  Warrants expire  after the  Warrant
Expiration Date.   The Redeemable Warrants are redeemable by
the Company upon 30 days notice at any time upon the payment
of a  redemption premium  of $0.005  per Redeemable  Warrant
provided that,  prior to  such  redemption,  the  shares  of
Common Stock  have traded  in the public market for a period
of not  less than  twenty (20) consecutive trading days at a
closing bid  price of  not  less  than  $12.50.    Upon  the
redemption of  the Redeemable  Warrants, if  the holder does
not  exercise   the  Redeemable   Warrants,  the  Redeemable
Warrants will  lose all  value.   There is no assurance that
the Company's  Common Stock  will ever trade at a level high
enough to  cause the  exercise of  the Redeemable  Warrants.
The exercise  of the  Redeemable  Warrants  will  result  in
additional shares  of  Common  Stock  being  issued  with  a
resulting dilution  in the  interests of  other shareholders
and could  adversely affect  the market  price of the Common
Stock.

     19.   Possible Income  Tax Consequences Upon Expiration
of Any  Unexercised Warrants.   The Internal Revenue Service
has taken  a position  that upon  the expiration of warrants
which were  not exercised, the issuer of the warrants should
realize taxable  income in  the year  of  expiration  in  an
amount equal  to the consideration received upon issuance of
such warrants.   If  this position  should  prevail  in  the
courts, the  Company may  become liable  for federal  income
taxes on  the amount  of the proceeds realized from the sale
of the Redeemable Warrants which expire unexercised.




                           18

     20.  Possible loss of Facilities.  LTI's operations are
located in  a minimum security prison facility under a lease
agreement with  Wackenhut Corrections Corporation, The Texas
Department of  Criminal Justice,  Division  of  Pardons  and
Paroles  and   the  City   of  Lockhart,   Texas,  to  lease
approximately 27,800 square feet of manufacturing and office
space under  an operating lease through January 31, 1997 and
provides for  an automatic  three year  extension.   LTI has
been notified by Wackenhut that they wish to renegotiate the
terms  of   the  second   renewal  option   period.    These
negotiations will  take place  within the  next thirty days.
The Company  does not  anticipate  that  the  terms  of  the
contract will  change materially.   However,  if the company
were not  able to renegotiate reasonable terms or was forced
to vacate  the current  premises, this would have a material
adverse impact on the Company.

FOR ALL  OF THE  AFORESAID REASONS,  AND  OTHERS  SET  FORTH
HEREIN,  THE  PURCHASE  OF  THE  SECURITIES  OFFERED  HEREBY
INVOLVE A  HIGH DEGREE  OF RISK.   ANY PERSON CONSIDERING AN
INVESTMENT IN  THE SECURITIES OFFERED HEREBY SHOULD BE AWARE
OF THESE  AND OTHER  FACTORS SET  FORTH IN  THIS PROSPECTUS.
THE SECURITIES  SHOULD BE  PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO  ABSORB A  TOTAL LOSS  OF THEIR  INVESTMENT IN THE
COMPANY AND HAVE NO NEED FOR A RETURN ON THEIR INVESTMENT.

PLAN OF DISTRIBUTION

     Upon the exercise of any of the Options, sale of shares
may be effected from time to time in transactions (which may
include block  transactions) in  OTCBB, in  over-the-counter
market, in  negotiated transactions,  through the writing of
options on  the Common  Shares, or  a  combination  of  such
methods of  sale, at  fixed prices  which may be charged, at
market  prices  prevailing  at  the  time  of  sale,  or  at
negotiated prices.   Sales may be effected by selling Common
Shares   directly   to   purchasers   or   to   or   through
broker/dealers which  may act as agents or principals.  Such
broker/dealers may  receive  compensation  in  the  form  of
discounts, concessions,  or  commissions  from  the  sellers
and/or  the  purchasers  of  Common  Shares  for  whom  such
broker/dealers may  act as  agents or  to whom  they sell as
principal, or  both.  Sellers and any broker/dealer that act
in connection with the sale of Common Shares might be deemed
to be  "underwriters" within the meaning of Section 2(11) of
the Act of any commission received by them and any profit on
the resale of the Common Shares as principal might be deemed
to be underwriting discounts and commissions under the Act.

     Sellers of  the Common Stock may agree to indemnify any
agent,  dealer   or  broker/dealer   that  participates   in
transactions  involving   sales  of  Common  Shares  against
certain liabilities, including liabilities arising under the
Act.   The Company  will  indemnify  certain  other  persons



                           19

against certain  liabilities in connection with the offering
of the  Common Shares,  including liabilities  arising under
the Act.






















































                           20

COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     Under  Delaware   Corporation  Act  and  the  Company's
Articles  of   Incorporation,  as   amended,  the  Company's
Officers and  Directors may  be indemnified  against certain
liabilities which  they may  incur in  their  capacities  as
such.

     Section 145  of the General Corporation Law of Delaware
provides as follows:

     (a)   A corporation may indemnify any person who was or
is a  party or  is threatened  to be  made a  party  to  any
threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative  or  investigative
(other than an action by or in the right of the corporation)
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), judgments,  fines and  amounts
paid in  settlement actually  and reasonably incurred by him
in connection  with such  action, suit  or 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
corporation, 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 and  in a manner which he reasonably believed
to be  in or  not opposed  to  the  best  interests  of  the
corporation, and,  with respect  to any  criminal action  or
proceeding,  had  reasonable  cause  to  believe  that  this
conduct was unlawful.

     (b) A  corporation may  indemnify any person who was or
is a  party or  is  threatened  to  be  made  party  to  any
threatened, pending or completed action or suit by or in the
right of  the corporation 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 attorney's fees) actually and reasonably incurred
by him  in connection with the defense or settlement of such
action or  suit 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   corporation   and   except   that   no
indemnification shall be made in respect of any claim, issue



                           21

or matter  as to  which such person shall have been adjudged
to be  liable to  the corporation  unless and  only  to  the
extent that the Court of Chancery or the court in which such
action or  suit was brought shall determine upon application
that, despite  the adjudication  of liability but in lieu of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or
agent of  a corporation has been successful on the merits or
otherwise in  defense of  any  action,  suit  or  proceeding
referred to  in subsections  (a) and (b) of this section, or
in defense  of any  claim, issue or matter therein, he shall
be indemnified  against expenses (including attorney's fees)
actually  and  reasonably  incurred  by  him  in  connection
therewith.

     (d)   Any indemnification  under subsection (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a  determination   that  indemnification  of  the  director,
officer, employee  or agent  is proper  in the circumstances
because he  has met  the applicable  standard of conduct set
forth in  subsections (a)  and (b)  of this  section.   Such
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties  to such  action, suit  or proceeding, or (2) if
such a  quorum is  not obtainable,  or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal  counsel   in  a   written  opinion;  or  (3)  by  the
stockholders.

     (e)   Expenses incurred  by an  officer or  director in
defending a civil or criminal action, suit or proceeding may
be  paid   by  the  corporation  in  advance  of  the  final
disposition of  such action, suit or proceeding upon receipt
of an  undertaking by  or on  behalf  of  such  director  or
officer to  repay such  amount if  it  shall  ultimately  be
determined that  he is not entitled to be indemnified by the
corporation as  authorized in  this section.   Such expenses
incurred by  other employees  and agents may be so paid upon
such terms and conditions, if any, as the board of directors
deems appropriate.

     (f)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to, the other subsections
of this  section shall  not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote
of stockholders  or disinterested  directors  or  otherwise,
both as  to action in his official capacity and as to action
in another capacity while holding such office.




                           22

     (g)   A corporation  shall have  power to  purchase and
maintain insurance  on behalf  of any person who 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 any  liability asserted  against him and incurred by
him in  any such  capacity, or  arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

     (h)   For purposes  of this  section, references to the
"corporation" shall  include, in  addition to  the resulting
corporation,  any  constituent  corporation  (including  any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had  power and  authority to  indemnify its  directors,
officers, and employees or agents, so that any person who is
or was  a director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request
of such  constituent corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint
venture, trust  or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation  as he would have with respect to such
constituent  corporation   if  its  separate  existence  had
continued.

     (i)  For purposes of this section, references to "other
enterprises"   shall   include   employee   benefit   plans;
references  to   "fines"  shall  include  any  excise  taxes
assessed on  a person  with respect  to any employee benefit
plan; and  references to  "serving at  the  request  of  the
corporation"  shall  include  any  service  as  a  director,
officer, employee, or agent of the corporation which imposes
duties on,  or involves services by, such director, officer,
employee or  agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in
good faith  and in  a manner he reasonably believed to be in
the interest  of the  participants and  beneficiaries of  an
employee benefit  plan shall  be deemed  to have  acted in a
manner "not opposed to the best interest of the corporation"
as referred to in this section.

     (j)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to,  this section  shall,
unless  otherwise  provided  when  authorized  or  ratified,
continue as  to a  person who  has ceased  to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     The Company's  Articles  of  Incorporation  and  Bylaws
provide:




                           23

Article IV of the Bylaws

Section 1.  Right to Indemnification

     Each person who was or is made a party or is threatened
to be  made a  party to  or is  involved (including, without
limitation, as  a  witness)  in  any  actual  or  threatened
action,  suit   or  proceeding,   whether  civil,  criminal,
administrative or  investigative, by reason of the fact that
he or she is or was a director or officer of the corporation
or is  or was serving at the request of the corporation as a
director, officer,  employee or agent of another corporation
or  of   a  partnership,   joint  venture,  trust  or  other
enterprise,  including  service  with  respect  to  employee
benefit plans,  whether the  basis  of  such  proceeding  is
alleged action  in  an  official  capacity  as  a  director,
officer, employee  or agent  or in  any other capacity while
serving as  a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the full
extent authorized  by the  Delaware General Corporation Law,
as the  same exists or may hereafter be amended (but, in the
case of  any such  amendment, only  to the  extent that such
amendment  permits   the  corporation   to  provide  broader
indemnification  rights   than  said   law   permitted   the
corporation to provide prior to such amendment), or by other
applicable law  as then  in  effect,  against  all  expense,
liability and  loss (including  attorney's  fees  judgments,
fines, ERISA,  excise taxes  or penalties  and amounts to be
paid in  settlement) actually  and  reasonably  incurred  or
suffered by  such person  in connection  therewith and  such
indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure
to  the   benefit  of   his  or  her  heirs,  executors  and
administrators; provided,  however, that  except as provided
in Section  2 of  this Article  with respect  to proceedings
seeking  to   enforce   rights   to   indemnification,   the
corporation  shall   indemnify  any   such  person   seeking
indemnification in  connection with  a proceeding  (or  part
thereof) initiated  by such  person only  if such proceeding
(or part  thereof) was  authorized by the Board of Directors
of the  corporation.  The right to indemnification conferred
in this  Section 1  shall be  a  contract  right  and  shall
include the right to be paid by the corporation the expenses
incurred in  defending any such proceeding in advance of its
final disposition;  provided, however, that, if the Delaware
General  Corporation  Law  requires,  the  payment  of  such
expenses incurred  by a  director or  officer in  his or her
capacity as  a director  or officer  (and not  in any  other
capacity in  which service was or is rendered by such person
while a  director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery
to the  corporation of  an undertaking,  by or  on behalf of
such director  or officer,  to repay all amounts so advanced



                           24

if it  shall ultimately  be determined that such director or
officer is not entitled to be indemnified under this Section
1 or otherwise.

Section 2.  Right of Claimant to Bring Suit.

     If a  claim under Section 1 of this Article is not paid
in full by the corporation within sixty days after a written
claim has  been received  by the  corporation, except in the
case of  a  claim  for  expenses  incurred  in  defending  a
proceeding in  advance of  its final  disposition, in  which
case  the  applicable  period  shall  be  twenty  days,  the
claimant may  at any  time thereafter bring suit against the
corporation to  recover the  unpaid amount of the claim and,
to the  extent successful  in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting
such claim.  It shall be a defense to any such action (other
than an  action brought  to enforce  a  claim  for  expenses
incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if  any  is
required, has  been tendered  to the  corporation) that  the
claimant has  not met the standards of conduct which make it
permissible under  the Delaware  General Corporation  Law of
the corporation  to indemnify  the claimant  for the  amount
claimed, but  the burden of proving such defense shall be on
the corporation.   Neither  the failure  of the  corporation
(including its Board of Directors, independent legal counsel
or its  stockholders) to  have made a determination prior to
the commencement  of such action that indemnification of the
claimant is  proper in  the circumstances  because he or she
has met  the applicable  stand of  conduct set  forth in the
Delaware General Corporation Law nor an actual determination
by  the  corporation  (including  its  Board  of  Directors,
independent legal  counsel, or  its stockholders)  that  the
claimant has  not met  such applicable  standard of  conduct
shall be  a defense  to the  action or  create a presumption
that the  claimant has  not met  the applicable  standard of
conduct.

Section 3.  Nonexclusivity of Rights.

     The  right   to  indemnification  and  the  payment  of
expenses incurred  in defending  a proceeding  in advance of
its final disposition conferred in this Section shall not be
exclusive of  any other  right which  any person may have or
hereafter  acquire   under  any  statue,  provision  of  the
Certificate of  Incorporation, Bylaws,  agreement,  vote  of
stockholders or disinterested directors or otherwise.









                           25

Section 4.  Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense,
to protect  itself and  any director,  officer, employee  or
agent   of   the   corporation   or   another   corporation,
partnership,  joint   venture,  trust  or  other  enterprise
against any  expense, liability  or loss, whether or not the
corporation would  have the  power to  indemnify such person
against such  expense, liability  or loss under the Delaware
General Corporation  Law.   The corporation  may enter  into
contracts with  any director  or officer  of the corporation
furtherance of the provisions of this Section and may create
a trust  fund, grant  a security interest or use other means
(including, without  limitation,  a  letter  of  credit)  to
ensure the  payment of  such amounts  as may be necessary to
effect indemnification as provided in this Section.

Section 5.   Indemnification  of Employees and Agents of the
Corporation.

     The  corporation   may,  by  action  of  its  Board  of
Directors from time to time, provide indemnification and pay
expenses in advance of the final disposition of a proceeding
to employees  and agents  of the  corporation with  the same
scope and  effect as  the provisions  of this  Section  with
respect to  the indemnification  and advancement of expenses
of directors and officers of the corporation.


Article 11 of the Articles of Incorporation

     To  the   full  extent   that  the   Delaware   General
Corporation Law,  as it  exists on  the date  hereof or  may
hereafter be  amended, permits the limitation or elimination
of the liability of directors, a director of the corporation
shall not  be liable  to the corporation or its stockholders
for monetary  damages for  breach of  fiduciary  duty  as  a
director.   Any amendment  to or  repeal of  this Article 11
shall not  adversely affect  any right  or protection  of  a
director of  the corporation for or with respect to any acts
or  omission  of  such  director  occurring  prior  to  such
amendment or repeal.















                           26

Position of the Commission

     Insofar  as  indemnification  for  liabilities  arising
under the  Act may  be  permitted  Officers,  Directors  and
controlling persons  of the Company pursuant to the forgoing
provisions or  otherwise, the  Company has been advised that
in the  opinion of  the Securities  and Exchange Commission,
such indemnification  is against  public policy as expressed
in the  Securities Act of 1933, as amended (the "1933 Act)")
and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by  the Company  of expenses  incurred or  paid by a
Officer, Director  or controlling  person of  the Company in
the successful defense of any action, suit or proceeding) is
asserted by  such Officer, Director or controlling person in
connection with the securities being registered, the Company
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   1933  Act  and  will  be  governed  by  the  final
adjudication of such issue.

OPINION OF COUNSEL

     The validity  of the  Common Shares  offered hereby has
been passed upon for the Company by Jack D. Bryant, Attorney
at Law, 7404 Napier Trail, Austin, Texas 78729.


EXPERTS

     The consolidated  financial  statements  and  financial
statements schedules  of  U.  S.  Technologies  Inc.  as  of
December 31,  1995 and  1994 and for each of the three years
in the  period ended  December 31, 1995 incorporated in this
Prospectus by  reference to  the Annual Report on Form 10-K,
have been  so incorporated  in reliance  on  the  report  of
Brown, Graham & Company, P.C. independent accountants, given
on the  authority of  that firm as experts in accounting and
auditing.


AVAILABLE INFORMATION

     The   Company   is   subject   to   the   informational
requirements of  the Securities  Exchange Act of 1934 and in
accordance therewith  files reports,  proxy  statements  and
other  information   with  the   Securities   and   Exchange
Commission (the  "Commission").   Information concerning the
Company can  be inspected  and copied  at the offices of the
Commission, 450  Fifth Street, N.W., Washington D.C., 20549.
Copies of  such material  can be  obtained from  the  Public




                           27

Reference Section  of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington D.C., 20549, at prescribed rates.

     NO PERSON  IS AUTHORIZED  TO GIVE ANY INFORMATION OR TO
MAKE ANY  REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED BY  REFERENCE IN  THIS PROSPECTUS AND, IF GIVEN
OR MADE,  SUCH INFORMATION  OR REPRESENTATION  MUST  NOT  BE
RELIED UPON AS HAVING BEEN AUTHORIZED.  THIS PROSPECTUS DOES
NOT CONSTITUTE  AN OFFER  TO SELL  OR A  SOLICITATION OF  AN
OFFER TO  BUY ANY  SECURITIES OTHER  THAN THE  COMMON SHARES
OFFERED BY  THIS  PROSPECTUS.    THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY  COMMON SHARES  IN ANY  CIRCUMSTANCES IN  WHICH SUCH
OFFER OR  SOLICITATION IS UNLAWFUL.  NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN  THE AFFAIRS  OF THE COMPANY SINCE THE DATE HEREOF
OR THAT  THE INFORMATION  CONTAINED BY  REFERENCE HEREIN  IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.






































                           28

                          PART II.

    Information Required in the Registration Statement.

Item 3.   Incorporation of documents by reference.

          Included in Prospectus.

Item 4.   Description of Securities.
          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Included in Prospectus.

Item 6.   Indemnification of Directors and Officers.

          Included in Prospectus.

Item 7.   Exemption from Registration.

          Not applicable.

Item 8.   Exhibits

          (a)  Exhibits

          Exhibit No.    Document.


          5 *  Opinion of Jack D. Bryant, 7404 Napier Trail,
               Austin, Texas 78729, regarding the legality
               of the securities registered under this
               Registration Statement.
          
          10.1 *    1996 Nonqualifying Stock Option Plan.
          
          24.1 *    Consent of counsel for the Company (set
               forth in the opinion of counsel included as
               Exhibit 5).

          24.2 *    Consent of Brown, Graham & Company P.C.,
               independent public accountants for the
               Company.
          
*    Filed herewith.











                           29

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     1.    to  file, during  any period  in which  offers or
sales are  being made,  a post-effective  amendment to  this
Registration Statement  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;

     2.   that, for the purpose of determining any liability
under the  Securities Act  of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such  securities at  that time  shall be deemed to be the
initial bona fide offering thereof; 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.

     The undersigned  registrant hereby undertakes that, for
the  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 that is incorporated by
reference in  the 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.


























                           30

                  U. S. TECHNOLOGIES INC.
                          FORM S-8
                       EXHIBIT INDEX

Exhibit
  No.     Description                            Page


 1.1      Articles of Incorporation of the Company

 1.2      Bylaws of the Company

 5 *      Opinion of Jack D. Bryant, 7404 Napier Trail,
          Austin, Texas 78729, regarding the legality of
          the securities registered under this Registration
          Statement.                              22

10.1 *    Nonqualifying Stock Option Plan         23

24.1 *    Consent of counsel for the Company (set forth     
34
          in the opinion of counsel included as Exhibit 5
          to this Registration Statement)

24.2 *    Consent of Brown, Graham & Company P.C., Certified
Public    35
          Accountants for the Company.

*    Filed herewith.

     Exhibits 1.1 and 1.2 were filed as exhibits to the
Company Registration Statement on Form S-1, SEC File No. 33-
47835 and SEC File No. 33-11720.  Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32.:























                           31

                                             EXHIBIT 5





November 12, 1996



U. S. Technologies Inc.
1402 Industrial Blvd.
Lockhart, Texas 78644

                         RE:  Registration Statement on
                              Form S-8 (S.E.C. File No.
                              33-_____________)
                              Covering Public Offering
                              of Common Shares of U. S.
                              Technologies, Inc.

Gentlemen:

     I have acted as counsel for U. S. Technologies Inc., a
Delaware corporation (the "Company"), in connection with the
registration by the Company of an aggregate of 800,000
Common Shares, par value $0.02 per share, underlying options
issuable to any employee, director, general partner,
officer, or consultant or advisor of the Company (the
"Options"), all as more fully set forth in the Registration
Statement on Form S-8 to be filed by the Company.

     In such capacity, I have examined, among other
documents, the Articles of Incorporation, as amended, Bylaws
and minutes of meetings of its Board of Directors and
shareholders, and the
1996 Qualifying Stock Option Plan of the Company.

     Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am
of the opinion that:

     1.   The Company is a corporation duly organized and
          validly existing under the laws of the State of
          Delaware.
          
     2.   The Options and underlying Common Shares have been
          legally and validly authorized under the Articles
          of Incorporation, as amended, of the Company, and
          when issued and paid for upon exercise of the
          Options, the Common Shares underlying the Options
          will constitute duly and validly issued and
          outstanding, fully paid and nonassessable Common
          Shares of the Company.



                           32

          

Yours truly,



Jack D. Bryant


















































                           33

                                                  EXHIBIT 10.1



                   U. S. TECHNOLOGIES INC.
                               
             1996 NONQUALIFYING STOCK OPTION PLAN
                               
                               
                          ARTICLE I
                       Purpose of Plan

          This  1996  NONQUALIFYING  STOCK  OPTION  PLAN  (the
"Plan") of  U.S. TECHNOLOGIES INC. (the "Company") for persons
employed or  associated with  the Company,  including  without
limitation any  employee, director,  general partner, officer,
or consultant  or advisor,  is intended  to advance  the  best
interests of  the Company by providing additional incentive to
those persons  who have  a substantial  responsibility for its
management,  affairs,   and   growth   by   increasing   their
proprietary interest  in the  success of  the Company, thereby
encouraging them  to maintain  their  relationships  with  the
Company.   Further, the  availability and  offering  of  Stock
Options under  the Plan  supports and  increases the Company's
ability  to   attract,  engage   and  retain   individuals  of
exceptional talent  upon whom, in large measure, the sustained
progress growth  and profitability  of  the  Company  for  the
shareholders depends.

                          ARTICLE II
                         Definitions

          For Plan  purposes, except  where the  context might
clearly indicate otherwise, the following terms shall have the
meanings set forth below:

          "Board" shall  mean the  Board of  Directors of  the
Company.

          "Code" shall mean the Internal Revenue Code of 1986,
as  amended,   and  the   rules  and  regulations  promulgated
thereunder.

          "Committee" shall  mean the  Compensation Committee,
or such other committee appointed by the Board, which shall be
designated by  the Board  to administer the Plan.  The Company
shall be  composed of two or more persons as from time to time
are appointed  to serve by the Board and may be members of the
Board.

          "Common Shares"  shall  mean  the  Company's  Common
Shares $0.02  par value  per share,  or, in the event that the
outstanding  Common  Shares  are  hereafter  changed  into  or




                              23

exchanged for  different shares  or securities of the Company,
such other shares or securities.

          "Company"  shall  mean  U.S.  Technologies  Inc.,  a
Delaware corporation, and any parent or subsidiary corporation
of U.S.  Technologies Inc.,  as  such  terms  are  defined  in
Section 425(e) and 425(f), respectively of the Code.

          "Optionee"  shall   mean  any   person  employed  or
associated with  the affairs  of  the  Company  who  has  been
granted one or more Stock Options under the Plan.

          "Stock Option"  or "NQSO"  shall mean a stock option
granted pursuant to the terms of the Plan.

          "Stock Option  Agreement" shall  mean the  agreement
between the  Company and the Optionee under which the Optionee
may purchase Common Shares hereunder.


                         ARTICLE III
                  Administration of the Plan

          1.   The Committee  shall administer  the  plan  and
accordingly, it  shall have full power to grant Stock Options,
construe  and   interpret  the   Plan,  establish   rules  and
regulations  and   perform  all   other  acts,  including  the
delegation of  administrative  responsibilities,  it  believes
reasonable and proper.

          2.   The determination  of those eligible to receive
Stock Options,  and the amount, price, type and timing of each
Stock Option  and the  terms and  conditions of the respective
stock option  agreements shall  rest in the sole discretion of
the Committee, subject to the provisions of the Plan.

          3.   The Committee  may  cancel  any  Stock  Options
awarded under  the Plan  if an  Optionee conducts himself in a
manner which  the Committee  determines to  be inimical to the
best interest of the Company and its shareholders as set forth
more fully in paragraph 8 of Article X of the Plan.

          4.   The Board,  or the  Committee, may  correct any
defect, supply  any omission or reconcile any inconsistency in
the Plan  or in any granted Stock Option, in the manner and to
the extent it shall deem necessary to carry it into effect.

          5.   Any decision  made, or  action  taken,  by  the
Committee or  the Board  arising out or in connection with the
interpretation and  administration of  the Plan shall be final
and conclusive.

          6.   Meetings of the Committee shall be held at such
times and  places as  shall be determined by the Committee.  A



                              24

majority of  the members  of the  Committee shall constitute a
quorum for  the transaction  of business,  and the  vote of  a
majority of  those members present at any meeting shall decide
any question  brought before  that meeting.   In addition, the
Company may take any action otherwise proper under the Plan by
the affirmative  vote, taken  without a meeting, of a majority
of its members.

          7.   No member  of the Committee shall be liable for
any act  or omission  of any  other member of the Committee or
for any  act or  omission on  his own part, including, but not
limited to,  the exercise  of any power or discretion given to
him under  the Plan  except those resulting from his own gross
negligence or willful misconduct.

          8.   The  Company,  through  its  management,  shall
supply full  and timely  information to  the Committee  on all
matters relating to the eligibility of Optionees, their duties
and performance,  and current  information on  any  Optionee's
death,  retirement,   disability  or   other  termination   of
association  with   the  Company,  and  such  other  pertinent
information as  the Committee  may require.  The Company shall
furnish the  Committee with such clerical and other assistance
as is necessary in the performance of its duties hereunder.

                          ARTICLE IV
                  Shares Subject to the Plan

          1.   The total  number  of  shares  of  the  Company
available for  grants of Stock Options under the Plan shall be
800,000  Common   Shares,  subject  to  adjustment  as  herein
provided, which  shares may  be either authorized but unissued
or reacquired Common Shares of the Company.

          2.   If a  Stock Option  or  portion  thereof  shall
expire  or  terminate  for  any  reason  without  having  been
exercised in full, the unpurchased shares covered by such NQSO
shall be available for future grants of Stock Options.



                          ARTICLE V
              Stock Option Terms and Conditions

          1.   Consistent  with   the  Plan's  purpose,  Stock
Options may  be granted to any person who is performing or who
has been  engaged to perform services of special importance to
management in  the operation,  development and  growth of  the
Company.

          2.   Determination of the option price per share for
any stock  option issues  hereunder shall rest in the sole and
unfettered discretion of the Committee.




                              25

          3.   All Stock  Options granted under the Plan shall
be  evidenced   by  agreements   which  shall  be  subject  to
applicable provisions  of the  Plan, and such other provisions
as the Committee may adopt, including the provisions set forth
in paragraphs 2 through 11 of this Article V.

          4.   All Stock  Options granted  hereunder  must  be
granted within ten years from the date this Plan is adopted.

          5.   No Stock  Option  granted  hereunder  shall  be
executable after  the expiration  of ten  years from  the date
such NQSO  is granted.   The Committee, in its discretion, may
provide that  an option  shall be  executable during  such ten
year period  or  during  any  lesser  period  of  time.    The
Committee may establish installment exercise terms for a Stock
Option such that the NQSO becomes fully executable in a series
of cumulating  portions.   If an  Optionee shall  not, in  any
given installment period, purchase all the Common Shares which
such Optionee  is entitled to purchase within such installment
period, such  Optionee's right  to purchase  any Common Shares
not purchased  in such installment period shall continue until
the expiration  or sooner  termination  of  such  NQSO.    The
Committee may also accelerate the exercise of any NQSO.

          6.   A Stock  Option, or  portion thereof,  shall be
exercised by  deliver of  (i) a  written notice of exercise to
the Company  specifying the  number of  Common  Shares  to  be
purchased, and  (ii) payment  of the full price of such Common
Shares, as fully set forth in paragraph 7 of this Article V.

               No  NQSO   or  installment   thereof  shall  be
reusable except  with respect  to whole shares, and fractional
share interests  shall be  disregarded.   Not  less  than  100
Common Shares   may be purchased at one time unless the number
purchased is  the total  number  at  the  time  available  for
purchase under  the NQSO.  Until the Common Shares represented
by an  exercised NQSO are issued to an Optionee, he shall have
none of the rights of a shareholder.

          7.   The  exercise  price  of  a  Stock  Option,  or
portion thereof, may be paid:

               A.   In United  States dollars,  in cash  or by
cashier's check,  certified check,  bank draft or money order,
payable to  the order of the Company in an amount equal to the
option price; or,

               B.   At  the   discretion  of   the  Committee,
through the  delivery of  fully paid  and nonassessable Common
Shares, with an aggregate fair market value (determined as the
average of the highest and lowest reported sales prices on the
Common Shares  as of  the date  of exercise  of the  NQSO,  as
reported  by   such  responsible   reporting  service  as  the
Committee may select, or if there were not transactions in the



                              26

Common Shares  on such  day, then  the last  preceding day  on
which transactions  took place),  as of  the date  of the NQSO
exercise equal  to the  option price,  provided such  tendered
shares, or  any derivative  security resulting in the issuance
of Common  Shares, have been owned by he Optionee for at least
30 days prior to such exercise; or,

               C.   By a combination of both A and B above.

               The  Committee   shall   determine   acceptable
methods for  tendering Common  Shares as payment upon exercise
of  a  Stock  Option  and  may  impose  such  limitations  and
prohibitions on  the use  of Common Shares to exercise an NQSO
as it deems appropriate.

          8.   With the  Optionee's consent, the Committee may
cancel any Stock Option issued under this Plan and issue a new
NQSO to such Optionee.

          9.   Except  by   will,  the  laws  of  descent  and
distribution, or with the written consent of the Committee, no
right or  interest in  any Stock Option granted under the Plan
shall be  assignable or transferable, and no right or interest
of any  Optionee shall be liable for, or subject to, any lien,
obligation or  liability of  the Optionee.   Upon petition to,
and thereafter  with the  written consent of the Committee, an
Optionee may  assign or  transfer all  or  a  portion  of  the
Optionee's rights  and interest  in any  stock option  granted
hereunder.   Stock Options  shall  be  executable  during  the
Optionee's lifetime  only by the Optionee or assignees, or the
duly  appointed   legal  representative   of  an   incompetent
Optionee, including  following an  assignment consented  to by
the Committee herein.

          10.  No NQSO  shall be  executable  while  there  is
outstanding any  other NQSO  which was granted to the Optionee
before the  grant of  such option  under the Plan or any other
plan which  gives the  right to the Optionee to purchase stock
in  the  Company  or  in  a  corporation  which  is  a  parent
corporation (as  defined in Section 425(e) of the Code) of the
Company,  or  any  predecessor  corporation  of  any  of  such
corporations at  the time  of the  grant.   An NQSO  shall  be
treated as outstanding until it is either exercised in full or
expires by reason of lapse of time.

          11.  Any Optionee  who  disposes  of  Common  Shares
acquired on  the exercise of a NQSO by sale or exchange either
(i) within  two years  after the date of the grant of the NQSO
under which  the stock  was acquired,  or (ii) within one year
after the acquisition of such Shares, shall notify the Company
of such  disposition and  of the  amount  realized  upon  such
disposition.   The transfer  of  Common  Shares  may  also  be
restricted by  applicable provisions  of the Securities Act of
1933, as amended.



                              27


                          ARTICLE VI
           Adjustments or Changes in Capitalization

          1.   In the event that the outstanding Common Shares
of the  Company are  hereafter changed into or exchanged for a
different number of kinds of shares or other securities of the
Company   by    reason   of   merger,   consolidation,   other
reorganization,      recapitalization,       reclassification,
combination of shares, stock split-up or stock dividend:

               A.   Prompt, proportionate,  equitable,  lawful
and adequate  adjustment shall be made of the aggregate number
and kind  of shares  subject to  Stock Options  which  may  be
granted under  the Plan, such that the Optionee shall have the
right to  purchase such  Common Shares  as may  be  issued  in
exchange for  the Common Shares purchasable on exercise of the
NQSO had  such merger,  consolidation,  other  reorganization,
recapitalization,  reclassification,  combination  of  shares,
stock split-up or stock dividend not taken place;

               B.   Rights under  unexercised Stock Options or
portions thereof  granted prior to any such change, both as to
the number or kind of shares and the exercise price per share,
shall  be   adjusted   appropriately,   provided   that   such
adjustments shall be made without change in the total exercise
price applicable to the unexercised portion of such NQSO's but
by an  adjustment in  the price for each share covered by such
NQSO's; or,

               C.   Upon any dissolution or liquidation of the
Company or  any merger  or combination in which the Company is
not a  surviving corporation,  each outstanding  Stock  Option
granted hereunder shall terminate, but the Optionee shall have
the right, immediately prior to such dissolution, liquidation,
merger or  combination, to  exercise his  NQSO in  whole or in
part, to  the extent  that it  shall not  have been exercised,
without regard  to any installment exercise provisions in such
NQSO.

          2.   The foregoing  adjustment  and  the  manner  of
application of  the foregoing  provisions shall  be determined
solely by  the  Committee,  whose  determination  as  to  what
adjustments shall  be made  and the  extent thereof,  shall be
final, binding  and conclusive.  No fractional Shares shall be
issued under the Plan on account of any such adjustments.

                         ARTICLE VII
            Merger, Consolidation or Tender Offer

          1.   If the  Company shall  be a  party to a binding
agreement to  any merger,  consolidation or  reorganization or
sale of  substantially all  the assets  of the  Company,  each
outstanding Stock  Option  shall  pertain  and  apply  to  the



                              28

securities and/or  property which  a shareholder of the number
of Common  Shares of  the Company subject to the NQSO would be
entitled to  receive pursuant to such merger, consolidation or
reorganization or sale of assets.

          2.   In the event that:

               A.   Any person  other than  the Company  shall
acquire more  than 20%  of the  Common Shares  of the  Company
through a tender offer, exchange offer or otherwise;

               B.   A change  in the  "control" of the Company
occurs, as  such  term  is  defined  in  Rule  405  under  the
Securities Act of 1933;

               C.   There  shall   be  a   sale  of   all   or
substantially all of the assets of the Company;

any then  outstanding Stock Option held by an Optionee, who is
deemed by  the Committee to be a statutory officer ("insider")
for purposes  of Section  16 of the Securities Exchange Act of
1934 shall  be entitled  to receive,  subject to any action by
the Committee  revoking such  an entitlement  as provided  for
below, in lieu of exercise of such Stock Option, to the extent
that it  is then executable, a cash payment in an amount equal
to the difference between the aggregate exercise price of such
NQSO, or portion thereof, and, (i) in the event of an offer or
similar event, the final offer price pre share paid for Common
Shares, or  such lower price as the Committee may determine to
conform an  option to  preserve its Stock Option status, times
the number  of Common  Shares covered  by the  NQSO or portion
thereof, or  (ii) in  the case  of an  event covered by B or C
above, the  aggregate fair  market value  of the Common Shares
covered by the Stock Option, as determined by the Committee at
such time.

          3.   Any payment  which the  Company is  required to
make pursuant  to paragraph  2 of  this Article  VII, shall be
made within  15  business  days,  following  the  event  which
results in the Optionee's right to such payment.  In the event
of a tender offer in which fewer than all the shares which are
validity tendered  in compliance with such offer are purchased
or exchanged, then only  that portion of the shares covered by
an NQSO as results from multiplying such shares by a fraction,
the numerator of which is the number of Common Shares acquired
purchase to  the offer  and the  denominator of  which is  the
number of  Common Shares  tendered  in  compliance  with  such
offer, shall  be used  to determine the payment thereupon.  To
the extent  that all or any portion of a Stock Option shall be
affected by  this provision,  all or  such portion of the NQSO
shall be terminated.

          4.   Notwithstanding paragraphs  1  and  3  of  this
Article  VII,   the  Company   may,  by   unanimous  vote  and



                              29

resolution, unilaterally  revoke the  benefits  of  the  above
provisions; provided,  however, that  such vote  is  taken  no
later than  ten business days following public announcement of
the intent  of an  offer of  the change  of control, whichever
occurs earlier.

                         ARTICLE VIII
              Amendment and Termination of Plan

          1.   The Board  may at  any time,  and from  time to
time, suspend  or terminate  the Plan  in whole  or in part or
amend it  from time  to time in such respects as the Board may
deem appropriate and in the best interest of the Company.

          2.   No amendment, suspension or termination of this
Plan shall,  without the  Optionee's consent,  alter or impair
any of  the rights  or  obligations  under  any  Stock  Option
theretofore granted to him under the Plan.

          3.   The Board  may amend  the Plan,  subject to the
limitations cited  above, in such manner as it deems necessary
to  permit   the  granting   of  Stock   Options  meeting  the
requirements of  future amendments  or issued  regulations, if
any, to the Code.

          4.   No NQSO may be granted during any suspension of
the Plan or after termination of the Plan.

                          ARTICLE IX
               Government and Other Regulations

          The obligation of the Company to issue, transfer and
deliver Common  Shares for  Stock Options  exercised under the
Plan shall  be subject  to all  applicable laws,  regulations,
rules, orders  and approval  which shall then be in effect and
required by  the relevant  stock exchanges on which the Common
Shares are  traded and  by government  entities as  set  forth
below or  as the  Committee in  its sole discretion shall deem
necessary or  advisable.  Specifically, in connection with the
Securities Act of 1933, as amended, upon exercise of any Stock
Option, the  Company shall  not be  required to  issue  Common
Shares unless the Committee has received evidence satisfactory
to it  to the  effect that the Optionee will not transfer such
shares except  pursuant to  a registration statement in effect
under such Act or unless an opinion of counsel satisfactory to
the Company  has been  received by  the Company  to the effect
that such  registration is not required.  Any determination in
this connection  by the  Committee shall be final, binding and
conclusive.   The Company  may,  but  shall  in  no  event  be
obligated to  take any  other affirmative  action in  order to
cause the exercise of a Stock Option or the issuance of Common
Shares purchase  thereto to  comply with any law or regulation
of any government authority.




                              30

                          ARTICLE X
                   Miscellaneous Provisions

          1.   No person  shall have  any claim or right to be
granted a  Stock Option  under the  Plan, and  the grant of an
NQSO under  the Plan  shall not  be  construed  as  giving  an
Optionee  the   right  to   be  retained   by   the   Company.
Furthermore, the  Company expressly  reserves the right at any
time to  terminate its  relationship with  an Optionee with or
without cause, free from any liability, or any claim under the
Plan, except as provided herein, in an option agreement, or in
any agreement between the Company and the Optionee.

          2.   Any expenses  of administering  this Plan shall
be borne by the Company.

          3.   The payment  received from  Optionee  from  the
exercise of Stock Options under the Plan shall be used for the
general corporate purposes of the Company.

          4.   The place  of administration  of the Plan shall
be in  the State  of Texas,  and  the  validity,  contraction,
interpretation, administration  and effect of the Plan and its
rules and  regulations, and rights relating to the Plan, shall
be determined  solely in accordance with the laws of the State
of Delaware.

          5.   Without amending  the Plan,  grants may be made
to persons  who are  foreign nationals or employed outside the
United  States,   or  both,  on  such  terms  and  conditions,
consistent with  the  Plan's  purpose,  different  from  those
specified  in  the  Plan  as  may,  in  the  judgment  of  the
Committee, be  necessary  or  desirable  to  create  equitable
opportunities  given   differences  in   tax  laws   in  other
countries.

          6.   In   addition   to   such   other   rights   of
indemnification as  they may  have as  members of the Board or
Committee, the  members of  the Committee shall be indemnified
by the  Company against  all  costs  and  expenses  reasonably
incurred by  them in  connection with  any  action,  suite  or
proceeding to which they or any of them may be party by reason
of any  action taken  or failure to act under or in connection
with the  Plan or  any Stock  Option  granted  thereunder,  an
against  all   amount  paid  by  them  in  settlement  thereof
(provided such  settlement is  approved by  independent  legal
counsel  selected   by  the   Company)  or  paid  by  them  in
satisfaction of  a  judgment  in  any  such  action,  suit  or
proceeding, except  a judgment  based upon  a finding  of  bad
faith; provided  that upon the institution of any such action,
suit or  proceeding a  Committee member shall in writing, give
the Company  notice thereof  and an  opportunity, at  its  own
expense, to  handle and  defend the same before such Committee
member undertakes to handle and defend it on his own behalf.



                              31


          7.   Stock Options  may be  granted under  this Plan
form time  to time,  in substitution for stock options held by
employees of  other  corporations  who  are  about  to  become
employees of  the  Company  as  the  result  of  a  merger  or
consolidation of the employing corporation with the Company or
the acquisition  by the Company of the assets of the employing
corporation or  the acquisition by the Company of stock of the
employing corporation  as  a  result  of  which  it  become  a
subsidiary of  the Company.   The terms and conditions of such
substitute stock options so granted my vary from the terms and
conditions set  forth in this Plan to such extent as the Board
of Director  of the  Company at  the time  of grant  may  deem
appropriate to conform, in whole or in part, to the provisions
of the  stock options  in  substitution  for  which  they  are
granted, but no such variations shall be such as to affect the
status of  any such substitute stock options as a stock option
under Section 422A of the Code.

          8.   Notwithstanding anything to the contrary in the
Plan, if  the Committee  finds by  a majority vote, after full
consideration of  the facts  presented on  behalf of  both the
Company the  Optionee, that  the Optionee  has been engaged in
fraud, embezzlement,  theft, commission  of a felony or proven
dishonesty in  the course  of his association with the Company
or any subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of the
Company or  any subsidiary  corporation,  the  Optionee  shall
forfeit all unexercised Stock Options and all exercised NQSO's
under which the Company has not yet delivered the certificates
and which  have been  earlier  granted  the  Optionee  by  the
Committee.  The decision of the Committee as to the case of an
Optionee's discharge  and the damage done to the Company shall
be final.  No decision of the Committee, however, shall affect
the finality  of the discharge of such Optionee by the Company
or any  subsidiary corporation  in any  manner.   Further,  if
Optionee voluntarily  terminates employment  with the Company,
the Optionee shall forfeit all unexercised stock options.

                          ARTICLE XI
                      Written Agreement

          Each  Stock   Option  granted   hereunder  shall  be
embodied in  a written  Stock Option  Agreement which shall be
subject to the terms and conditions prescribed above and shall
be signed  by the  Optionee and  by the  President or any Vice
President of the Company, for and in the name and on behalf of
the Company.   Such  Stock Option Agreement shall contain such
other provisions  as the  Committee, in  its discretion  shall
deem advisable.

                         ARTICLE XII
                        Effective Date




                              32

          This Plan  shall become unconditionally effective as
of the  effective date of approval of the Plan by the Board of
Director of the Company.  No Stock Option may be granted later
than ten  (10) years  from the  effective date  of  the  Plan;
provided, however,  that the  Plan and  all outstanding  Stock
Options shall  remain in effect until such NQSO's have expired
or until such options are cancelled.


















































                              33

Number of Shares:                            Date of Grant:      
     



NON QUALIFYING STOCK OPTION AGREEMENT

     AGREEMENT made  this  _______  day  of  ________________,
19____, between  (the "Optionee"), and U.S. TECHNOLOGIES INC.,
a Delaware corporation (the "Company").

          1.   Grant of  Option.  The Company, pursuant to the
provisions of  the U.S.  Technologies Inc.  1996 Nonqualifying
Stock Option Plan (the "1996 Plan"), set forth as Attachment A
hereto, hereby  grants to  the Optionee,  subject to the terms
and conditions set froth or incorporated herein, an Option and
Purchase from  the Company  all or any part of an aggregate of
Common Shares,  as such  Common Shares are now constituted, at
the purchase price of $ per share.  The provisions of the 1996
Plan governing  the terms and conditions of the Option granted
hereby are incorporated in full herein by reference.

          2.   Exercise.  The Option evidenced hereby shall be
executable in  whole or  in part (but only in multiples of 100
Shares unless  such exercise is as to the remaining balance of
this Option)  on or  after and on or before, provided that the
cumulative number of Common Shares as to which this Option may
be exercised  (except as provided in paragraph 1 of Article VI
of this 1996 Plan) shall not exceed the following amounts:

         Cumulative Number                            Prior to
Date
          of Shares                     (Not Inclusive of)













The Option evidenced hereby shall be executable by the deliver
to and  receipt by  the Company  of (i)  a written  notice  of
election to  exercise, in  the form  set forth in Attachment B
hereto, specifying  the number of shares to be purchased; (ii)
accompanied by  payment of  the full purchase price thereof in
case or  certified check  payable to the order of the Company,
or by  fully-paid  and  nonassessable  Common  Shares  of  the
Company properly  endorsed  over  to  the  Company,  or  by  a



                              34

combination thereof; and, (iii) by return of this Stock Option
Agreement for  endorsement  of  exercise  by  the  Company  on
Schedule I  hereof.  In the event fully paid and nonassessable
Common Shares  are submitted  as whole  or partial payment for
Shares to  be purchased  hereunder, such Common Shares will be
valued at  their Fair  Market Value  (as defined  in the  1996
Plan) on  the date such Shares are received by the Company and
applied to payment of the exercise price.

















































                              35

          3.   Transferability.   The Option  evidenced hereby
is NOT  assignable or  transferable by the Optionee other than
by  the   Optionee's  will,   by  the   laws  of  descent  and
distribution, as  provided in  paragraph 9 of Article V of the
1996 Plan.   The  Option  shall  be  executable  only  by  the
Optionee during his lifetime.

                              U.S. TECHNOLOGIES INC.



                              BY:                           
                                   President

ATTEST:



                         
Secretary

          Optionee hereby  acknowledges receipt  of a  copy of
the 1996 Plan, attached hereto and accepts this Option subject
to each  and every  term and provision of such Plan.  Optionee
hereby agrees to accept as binding,  conclusive and final, all
decisions or  interpretations of the Compensation Committee of
the Board  of Directors  administering the  1996 Plan  on  any
questions arising  under such  Plan.  Optionee recognizes that
if Optionee's  employment with  the Company  or any subsidiary
thereof shall  be terminated  with cause,  or by the Optionee,
all  of   the  Optionee's  rights  hereunder  shall  thereupon
terminate; and  that, pursuant to paragraph 10 of Article V of
the 1996 Plan, this Option may not be exercised while there is
outstanding to  Optionee any unexercised Stock Option, granted
to Optionee  before the  date of  grant  of  this  Option,  to
purchase Common  Shares  of  the  Company  or  any  parent  or
subsidiary thereof.

Dated:                   


                                                            
                              Optionee


                                                            
                              Type or Print Name


                                                            
                              Address

                                                            




                              36


                                                            


                              Social Security No.:               
     



















































                              37

                         Attachment B
(Suggested form  of letter  to be  used  for  notification  of
election to exercise.)

                              Date

Secretary,
U.S. Technologies Inc.
1402 Industrial Blvd.
Lockhart, Texas   78644

Dear Sir:

     In accordance with paragraph 2 of the Nonqualifying Stock
Option Agreement  evidencing the Option granted to me on under
the U.S.  Technologies Inc.  1996 Nonqualifying  Stock  Option
Plan, I  hereby elect to exercise this Option to the extent of
Common Shares.

     Enclosed are (i) Certificate(s) No.(s)            
representing fully-paid  Common Shares  of  U.S.  Technologies
Inc. endorsed to the Company with signature guaranteed, and/or
a certified  check payable  to the  order of U.S. Technologies
Inc. in  the amount  of $ as the balance of the purchase price
of $  for the Shares which I have elected to purchase and (ii)
the original  Stock Option  Agreement for  endorsement by  the
Company as  to exercise  on Schedule I thereof.  I acknowledge
that the  Common Shares (if any) submitted as part payment for
the exercise price due hereunder will be valued by the Company
at their  Fair Market  Value (as  defined in the 1996 Plan) on
the date  this Option exercise is effected by the Company.  In
the event  I hereafter  sell any Common Shares issued pursuant
to this  option exercise  within one  year from  the  date  of
exercise or  within two  years after the date of grant of this
Option, I  agree to  notify the Company promptly of the amount
of taxable  compensation realized by me by reason of such sale
for Federal income tax purposes.

     When the  certificate for  Common  Shares  which  I  have
elected to  purchase has been issued, please deliver it to me,
along with  my endorsed  Stock Option  Agreement in  the event
there remains  an unexercised  balance  of  Shares  under  the
Option, at the following address:

                                                            


                                                            


                                                            
                              Signature of Optionee

                                                            



                              38

                              Type or Print Name

Optionee                      Date of Grant                 

                          SCHEDULE I

                                        Unexercised         Is
suing
            Shares       Payment          Shares       Officer
Date      Purchased      Received        Remaining          In
itials














































                              39

                                                       EXHIBIT
24.1








                       CONSENT OF COUNSEL


I HEREBY  CONSENT to  the inclusion  of my name and references to
Jack D.  Bryant, Attorney at Law, beneath the caption "Opinion of
Counsel" in  the Prospectus  forming a  part of  the Registration
Statement and  to the  filing of a copy of our opinion as Exhibit
No. 5 thereto.

Dated this 12th day of November, 1996.


Yours truly,



Jack D. Bryant






























                                34

                                                  EXHIBIT 24.2









CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this registration
statement of  U.S. Technologies  Inc. on  Form S-8  of our report
dated April 14, 1996, on our audits of the consolidated financial
statements and financial statement schedules of U.S. Technologies
Inc. and  Subsidiaries, as of December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993, which report is
included in  the Annual  Report on Form 10-K.  We also consent to
the reference to our firm under the caption "Experts."





                              BROWN, GRAHAM AND COMPANY P.C.




Georgetown, Texas
November 12, 1996























                                35






                           SIGNATURES

     Pursuant to  the requirements of the Securities Act of 1933,
as amended,   the  Registrant certifies  that it  has  reasonable
grounds to  believe that it meets all the requirements for filing
on Form  S-8 and  has duly  caused this Registration Statement or
Amendment thereto  be signed  on its  behalf by  the undersigned,
thereunto duly authorized, on the 12th day of November, 1996.


                             U.S. TECHNOLOGIES INC.
                                                                 
                                                                 
                                                                 
                                                                 
                             BY:s/ John V. Allen
                                John V. Allen
                                Chairman of the Board,
     

     Pursuant to  the requirements of the Securities Exchange Act
of 1933,  as amended,  this Registration  Statement or  Amendment
thereto  has   been  signed  by  the  following  persons  in  the
capacities and on the dates indicates.


Signature                    Title                Date



s/James Chen                Director         November 12, 1996   
James Chen



s/William Meehan                             President, Director 
November 12, 1996               
William Meehan         Acting Controller
               Acting Principal Accounting Officer          
               












                                36
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 109850}]
{"company-data": {"conformed-name": "U S TECHNOLOGIES INC", "cik": "0000810130", "assigned-sic": "3672", "irs-number": "731284747", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16203", "film-number": "96667389"}, "business-address": {"street1": "1402 INDUSTRIAL BLVD BLDG 3", "street2": "P O BOX 697", "city": "LOCKHEART", "state": "TX", "zip": "78644", "phone": "5123761040"}, "former-company": {"former-conformed-name": "CAREAMERICA INC", "date-changed": "19890720"}}
As filed with the Securities and Exchange Commission on _______________,
1996,
                                   Registration No. 33-______________

                                    
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.   20549
                              _____________
                                    
                                FORM S-8
                         Registration Statement
                                  Under
                 The Securities Act of 1933, as amended.
                              _____________

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

         Delaware                                       73-1284747
    (State of other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                 Identification
Number)

                          1402 Industrial Blvd.
                         Lockhart, Texas   78644
                             (512) 376-1049
(Address and telephone number of registrant's principal executive offices
                         and place of business)

                             William Meehan
                  President and Chief Executive Officer
                         Lockhart, Texas   78644
                             (512) 376-1049
           (Name, address and telephone of agent for service)

 Copies of all communications, including all communications sent to the
                  agent for service, should be sent to:
                                    
                             Jack D. Bryant
                            7404 Napier Trail
                           Austin, Texas 78729
                             (512) 219-7232

    Approximate date of commencement of proposed sale to the public:
     As soon as practicable after the Registration Statement becomes
                               effective.

     If the  only securities  being registered  on this  Form  are  being
offered pursuant  to dividends  or interest reinvestment plans, check the
following line:______

     If any  of the  securities being  registered on  this Form are to be
offered on  a delayed  or continuous basis pursuant to Rule 415 under the
Securities Act  of 1933, other than securities offered only in connection
with dividend  or interest  reinvestment plans, check the following line:
x
              CALCULATION OF REGISTRATION FEE

Title of each class        Amount       Proposed     Propose
d                  Amount of
of securities to   to be   maximum      aggregate   Registra
tion
be registered     registered       offering price (1)  offer
ing price(1)      fee(1)

Common Shares, $0.02
par value per share,
issuable upon exercise
of stock options by
Selling Shareholders800,000* $0.165   $132,000.00   $250.00

Totals          800,000      $0.165   $132,000.00   $250.00

____________________________________________________________
_________________

[1]  Based upon the mean between the closing bid and ask
prices for the Common Shares on November 8, 1996, in
accordance with Rule 457(c).

                           2

PROSPECTUS

U. S. TECHNOLOGIES INC.
800,000 Common Shares,
$0.02 per value per share

     All of  the $0.02  par value common shares (the "Common
Shares") of  U. S.  Technologies Inc.  (the  "Company")  are
issuable upon  exercise of  stock options  ("Options") to be
issued by  the Company to its officers, directors, employees
and/or consultants.   The  Options will  be issued  to  such
individuals and/or  entities  pursuant  to  written  benefit
plans maintained  by the  Company.   The  Company  will  not
receive any proceeds from the sale of the Common Shares sold
by Shareholders,  although  the  Company  will  receive  the
exercise price payable upon any exercise of the options.

     A total  of 800,000  Common Shares registered hereunder
are issuable  upon exercise  of stock  options issued by the
Company under  its  Nonqualifying  Stock  Option  Plan  (the
"Plan")  to   employees,  directors,  and/or  other  persons
associated with  the Company  whose services have benefitted
the Company.  An aggregate of 800,000 Common Shares underlie
the options,  none of  which are  presently outstanding, but
will be  for a  period of  ten (10)  years from  the date of
grant.   Options must  be issued  within ten (10) years from
April 30,  1996.   The exercise  price will be determined by
the Board of Directors of the Company.

     The  Company's   Common  Shares  are  listed  with  the
National Association  of Securities  Dealer, Inc. (NASD) and
traded on  the OTC Bulletin Board.  On November 8, 1996, the
last reported  sales price for the Common Shares as reported
on the OTC Bulletin Board was $0.15 and $0.18 asked.

     THE SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK, IMMEDIATE  SUBSTANTIAL DILUTION,  LIMITED  OPERATIONS,
OPERATING LOSSES,  AND CONTINUING  NEED FOR WORKING CAPITAL.
See "Risk Factors."

     THESE SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE  SECURITIES AND  EXCHANGE  COMMISSION  OR  ANY  STATE
SECURITIES COMMISSION  NOR HAS  THE SECURITIES  AND EXCHANGE
COMMISSION OR  ANY STATE  SECURITIES COMMISSION  PASSED UPON
THE  ACCURACY   OR  ADEQUACY   OF  THIS   PROSPECTUS.    ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is November 12, 1996.

                           3

As of the date of this Prospectus, none of the common Shares
underlying the Options described herein have been issued.

     The Company  anticipates  that  upon  exercise  of  the
Options, of  which there  is  no  assurance,  sales  by  the
holders thereof may be effected from time to time, by or for
the  accounts  of  the  Selling  Shareholders,  on  the  OTC
Bulletin Board  Automated Quotation  System ("OTCBB")  or in
the over-the-counter  market, in negotiated transactions, or
otherwise.  Sales will be made through broker/dealers acting
as agents  for the Selling Shareholders or to broker/dealers
who  may  purchase  the  Common  Shares  as  principals  and
thereafter sell  the shares  from time  to time  on the  OTC
Bulletin  Board,   in  the   over-the-counter   market,   in
negotiated transactions,  or otherwise.   Sales will be made
either at market prices prevailing at the times of the sales
or at negotiated prices.  See "Plan of Distribution."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's  Annual Report  on Form 10-K for the year
ended December  31, 1995 (herein collectively, the "Form 10-
K");   and, the  Company's Form  8-A Registration  Statement
filed with  the Commission  on June  11, 1987  (File No.  0-
15960) filed  under the Securities Exchange Act of 1934, are
hereby incorporated in this Prospectus by reference, and all
documents subsequently  filed by  the  Company  pursuant  to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of  1934, prior  to  the  termination  of  the  offering
described herein, shall be deemed to be incorporated in this
Prospectus and  to be  a part  hereof from  the date  of the
filing of  such documents.   Any  statement contained  in  a
document incorporation  by reference  herein shall be deemed
to be  modified or superseded for all purposes to the extent
that a  statement contained  in this  Prospectus or  in  any
other subsequently filed document which is also incorporated
herein by  reference modifies  or replaces  such  statement.
The Company  will provide  without charge  to each person to
whom this  Prospectus  is  delivered,  on  written  or  oral
request of  such person, a copy (without exhibits) of any or
all documents incorporation by reference in this Prospectus.
Requests for  such copies  should  be  directed  to  William
Meehan,  President,   U.S.  Technologies  Inc.,  (1)  if  by
telephone to  (512) 376-1049, or (ii) if by mail to P.O. Box
697, Lockhart, Texas 78644.

                           4

                        THE COMPANY

General Development of Business

     U.   S.   Technologies   Inc.   (the   "Company")   was
incorporated on  September 9, 1986, in the State of Delaware
as CareAmerica Inc.  From time to time the term "Company" as
used herein refers to U.S. Technologies Inc. by itself or to
collectively refer  to U.  S. Technologies  Inc. and some or
all of  its subsidiaries, past and present.  The Company was
formed to  furnish in-home  medical care services.  On April
14, 1987, the Company completed a public offering of 660,000
units, each unit consisting of one share of Common Stock and
one  Redeemable   Warrant,  each   separately   transferable
immediately upon issuance.  The foregoing reflects a 1 for 5
reverse split of the Registrant's Common Stock, Warrants and
Options which took place on February 8, 1993, and assumes no
additional shares issued in respect of any fractional shares
which may have resulted from the reverse split.

     In 1987 the Company changed business direction from the
medical industry  to electronics.  On September 1, 1988, the
Company moved  its corporate  headquarters from Kansas City,
Missouri, to  Austin, Texas.  The Company's decision to move
its headquarters to Austin, Texas, was made in order to more
effectively  monitor   the  day-to-day   activities  of  its
Subsidiaries.   The management  of  the  Company  felt  that
maintaining offices  in  Kansas  City,  Missouri,  when  its
operating  Subsidiaries   were  in  Austin,  Texas,  was  an
unnecessary expense for the Company.

     On July  14, 1989,  the  shareholders  of  the  Company
approved a  proposal to  change the  name of the Corporation
from CareAmerica Inc. to U.S. Technologies Inc.  On July 14,
1989, the  Company  filed  a  Certificate  of  Amendment  of
Certificate of  Incorporation with the Secretary of State of
Delaware causing  the name  of the corporation to be changed
to U.S.  Technologies Inc.   Effective  with  the  start  of
business July 17, 1989, the Company's Common Stock traded on
the over-the-counter  market  and  listed  on  the  National
Association  of   Securities  Dealers  Automated  Quotations
(NASDAQ) System.  The trading symbol was changed to USXX.

     Prior to  June,  1994,  the  Company  owned  three  (3)
additional subsidiaries  which had  been  in  operation  for
several years:    American  Microelectronics  Inc.  ("AMI"),
Republic  Technology   Corporation  ("Republic"),  and  U.S.
MicroLabs Inc.  ("MicroLabs").   AMI was  in the electronics
contract  manufacturing  business.    Republic  was  in  the
business of  designing  and  marketing  personal  computers.
MicroLabs had  been inactive  for several  years, but had at
one time  been in  the business  of developing and marketing
software.  AMI was the largest secured creditor of Republic.
The Company  was the  largest secured  creditor of  AMI.  In

                           5

June, 1994,  AMI foreclosed  on  its  security  interest  in
Republic and  accepted an  assignment of  all of  Republic's
assets  (all   of  which  were  covered  by  AMI's  security
agreement) in  satisfaction  of  Republic's  debts  to  AMI.
Subsequent thereto  the Company  foreclosed on  its security
interest in  AMI and  accepted an assignment of AMI's assets
(that were  covered by  the Company's security agreement) in
satisfaction of  AMI's debts  to the  company.   The Company
made a  capital contribution of the foreclosed assets to the
newly formed  company, Lockhart Technologies, Inc., "LTI" in
exchange for  all of  the capital  stock  of  that  company.
After the foreclosures, the Company sold all of its interest
in AMI, Republic, and MicroLabs for a total consideration of
$1,758.

     The   Company    presently   has   two   wholly   owned
subsidiaries:     Lockhart  Technologies,   Inc.,  a   Texas
corporation ("LTI") and Newdat, Inc., an Arizona corporation
("Newdat").  Newdat owns an eighty percent (80%) interest in
SensonCorp Liesmited,  an  Arizona  corporation  ("Senson").
The Company acquired Newdat on January 23, 1995, in exchange
for 7,053,728 shares of the Company's common stock.

                           6

     LTI was  incorporated  on  June  29,  1994.    LTI  was
capitalized by  the Company  by the  contribution of certain
assets, tangible  and intangible, which the Company received
through its  foreclosure of  AMI.  The assets were valued at
$1,764,580.     LTI   operates   an   electronics   contract
manufacturing facility  located inside  a  minimum  security
prison facility  located in  Lockhart, Texas.   LTI  has  an
Industry Work Program Agreement (the "IWPA"), which includes
a lease  agreement, with  Wackenhut Corrections Corporation,
The  Texas  Department  of  Criminal  Justice,  Division  of
Pardons, and  Paroles and  the City of Lockhart, Texas.  The
IWPA  and   Lease  were   assigned  to   LTI   by   American
Microelectronics Inc.,  a corporation  formerly owned by the
Company.   Wackenhut Corrections  Corporation  has  not  yet
formally ratified  the assignment  of the IWPA from American
Microelectronics  Inc.   to  LTI,  but  has  continued  full
cooperation with  LTI over the past 28 months.  The Industry
Work  Program  Agreement  provides  and  encourages  LTI  to
recruit and  hire qualified  employees  from  the  500  male
residents presently  in this facility.  Prospective resident
employees are  provided vocational  and educational training
by Wackenhut  and the  Texas Department of Criminal Justice,
Division of  Pardons and  Paroles tailored  to the Company's
specifications.   The Company  is required  to pay  resident
employees at a rate prevailing in the area for similar work,
but at  no time  less the  Federal Minimum  Wage rate.   The
lease agreement  provides for  approximately  27,800  square
feet of  manufacturing and  office space through January 31,
1997 and provides for automatic three year extensions unless
notification is  given by  either party  at least six months
prior to the expiration of each term.  LTI has been notified
by Wackenhut  that it  wishes to  review the  terms  of  the
second three  year lease  in the  near future.   The Company
does not anticipate any material changes in the terms of the
renewal option.   The lease provides for annual rental rates
of $1  per year for the primary term and the first automatic
three year extension.

     On September  5, 1996,  the  Company  was  notified  by
NASDAQ that  effective  September  6,  1996,  the  Company's
securities would be deleted from the Nasdaq Small Cap Market
because  the  Nasdaq  Listing  Qualifications  Panel  lacked
confidence in  the Company's  short term  plan  to  maintain
compliance with  the listing  requirements.   The  Company's
securities are  presently trading  on the OTC Bulletin Board
under the same trading symbol "USXX".

Principal Products, Services and Revenue Sources

     The Company  furnishes  direction,  administrative  and
consulting services to its Subsidiaries, and raises funds as
appropriate for their operation and expansion.

                           7

     LTI  offers   contract   manufacturing   services   for
electronic circuit  boards.   LTI does  not manufacture  the
actual  circuit   boards;  LTI  purchases  them  from  board
manufacturers.   Electrical components  placed on the boards
are furnished  by LTI's  customers in  kit form or purchased
directly   from    electrical   supply   houses   or   parts
manufacturers.   LTI places  the components  on  the  board,
solders  the   connections  and,  if  requested,  tests  the
assembled  board.    LTI  also  performs  electro-mechanical
assembly.

     The electronic  circuit board  is the basic element for
manufacturing  electronic   circuitry  today.     Individual
electrical components  such  as  resistors,  capacitors  and
solid state  devices are mounted on the circuit board.  Such
electrical components  are "packaged"  as "through-hole"  or
"surface mount"  devices.  Through-hole components have wire
leads which are placed through holes on the board.  The wire
leads are  soldered  to  the  board  on  the  reverse  side.
Surface mount  components are  smaller and have much shorter
leads or  metallic ends which are soldered directly to small
metal pads on top of the board.

     LTI's services  may be  used by  any business that uses
electronic circuit boards.  LTI presently assembles products
utilized in  computers, computer  peripherals, security  and
communications systems,  medical  equipment  and  electronic
testing devices.   LTI  markets its services through two (2)
in-house salespeople  and five  manufacturing representative
sales people.  It has increased the sales force by 350% over
the past six months and is attempting to expand its contract
manufacturing business  by including larger runs and turnkey
operations.

     Newdat,  Inc.  is  an  Arizona  corporation  which  has
developed to  market ready status a device for measuring (in
real time  during production)  the thickness  of coatings on
wire, e.g.,  measuring the  thickness of the zinc coating on
galvanized wire.   This  device has wide ranging alternative
applications.   For example  it can  also be  used to detect
flaws in  wire and  cable during production or while in use,
e.g.,  elevator   or  ski  lift  cables.    Newdat  is  also
developing a  high speed  tape backup  unit  for  computers,
utilizing a  helical scan  technology.   Newdat also owns an
eighty percent (80%) interest in SensonCorp Limited "Senson"
which is  presently  marketing  a  line  of  environmentally
friendly chemical  coatings developed  by a major Australian
chemical  company.     Senson   has  exclusive   rights   to
manufacture and market these products in North America.  The
coatings have  a variety of applications, all with non toxic
anti-corrosion  capability   using  vapor   phase  corrosion
inhibitors.     Over  the  past  half  year,  the  Company's
management has  consolidated much  of  Newdat's  engineering

                           8

business in  Lockhart as  a control  measure and cost saving
exercise.

The Company successfully concluded an agreement in the third
quarter of  1996 to acquire an 85% ownership interest in the
QuakeAlarm technology  from Komen Holdings Pty., a new South
Wales Holding  Company in  exchange for  3,536,000 shares of
the Company's common stock.  This technology, which has been
developed  and  prototyped,  is  a  fully  integrated  early
warning earthquake  alarm that  can detect the first sign of
an imminent  earthquake.   The QuakeAlarm can alert the user
before humans  begin to  feel the  earthquake by sensing the
quake's "P"  (primary) wave,  which precedes the "S" (shock)
waves which  cause the damage.  The purchase of the majority
ownership gives  the  Company  exclusive  manufacturing  and
marketing right to the product worldwide.  The Company plans
to commence  production of  the QuakeAlarm  immediately  and
market    this    product    through    several    marketing
representatives worldwide.

Another potential  business opportunity for LTI is a product
which it has developed on behalf of a customer.  The product
is an  energy saving  device which  has been developed for a
local company  and is  presently  in  field  testing.    The
product  offers   LTI  the  opportunity  to  undertake  long
production run work which will enable combining the building
of  circuit   boards  and   coils  with   electro-mechanical
assembly.

LTI has  entered into an exclusive three year agreement with
an Austin,  Texas, original  computer equipment manufacturer
"OEM" for  the assembly, testing and shipping to end users a
new line  of computers  using the MAC operating system.  The
OEM  estimated  that  approximately  60,000  units  will  be
produced  during   the  first   year  of  the  contract  and
approximately 120,000 units during the second year.

Raw Materials

     Some of  the components  and raw  materials used by the
Company's subsidiaries  are available  from a limited number
of suppliers  and/or are susceptible to non availability due
to periodic  shortages.   While  component  purchasing  lead
times are  improving due  to greater  competition.   In some
instances there  may be  lead times  of  several  months  or
longer  to   obtain  and   sustain  an  adequate  supply  of
components.   While parts are generally available, delays in
obtaining some  parts could  jeopardize orders  and increase
the cost  of  operations  for  LTI  and  Newdat.    LTI  has
experienced prolonged  or significant shortages in the past.
However, from  time to  time parts shortages may be expected
to cause  temporary delays  in production  of some products.
Senson's raw  materials include  chemical stocks  which  are
generally  available   and  management  does  not  presently

                           9

anticipate any  restrictions or  delays in production due to
shortages in raw materials.

Patents, Trademarks, Licenses, Franchises and Concessions

     The  Company   and  LTI   do  not   have  any  patents,
trademarks, licenses,  franchises or  concessions;  however,
they may apply for some in the future.  Because of the rapid
pace of  technological change,  the  Company  believes  that
copyright, trademark  and other  legal protections  are less
significant in  its industry than such factors as innovative
skills, technological expertise and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

Working Capital Practices

     The  Company's   subsidiaries  are   discouraged   from
carrying excess  quantities of  raw materials  or  purchased
parts because most of their products are produced to demand;
therefore, components  and parts  can usually  be ordered as
needed.   LTI has  an agreement  which  allows  one  of  its
suppliers to  purchase materials  from LTI's  inventory when
they have  needs for certain items.  This procedure is to be
extended to  other customers  and known  users of certain of
LTI's inventory.   In a determined effort to limit inventory
holdings, LTI  has introduced  a heavy hand in its write-off
program and has made a allowance for obsolence in the amount
of $395,000 complemented with a determination to find buyers
for slow  moving items.   LTI offers selected customers a 2%
discount if bills are paid within ten days.

Dependence on Customers

     LTI has  broadened its  customer base  during 1995  and
1996 and is less dependent on key customers than previously.
However, it  is now  seeking longer  production runs than in

                           10

the recent  past and  if it is successful, dependence on one
or more  customers is  inevitable.   The loss  of any one of
such customers  would have  a material adverse effect on LTI
and the  Company.   Management believes  that this situation
will abate as LTI's customer base expands.

Backlog

     At October  31, 1996,  LTI's backlog  (which represents
that portion  of outstanding  contracts not  yet included in
revenue) was  approximately $1,140,000.   It  is anticipated
that 100%  of the backlog will be delivered before April 30,
1997.

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

Competitive Conditions

     LTI, Newdat  and Senson are in competition with a large
number  of   firms.     Most  of   their   competitors   are
substantially larger  and have  greater financial resources.
LTI's business  is capital  intensive, i.e.,  a  significant
investment in equipment is necessary.  The greater financial
resources  of   many  of   LTI's  competitors   gives  those
competitors an  advantage over  LTI.  Newdat and Senson have
products which  face competition  from other  products.  The
Company believes  the products  of Newdat  and  Senson  have
features  and   qualities  which  give  them  a  competitive
advantage.   However, the  existing control  of  the  market
place by their competitors and the financial resources which
such competition  can apply  to their  competitive marketing
efforts are significant negative factors against the ability
of Newdat  and Senson  to  successfully  complete  in  their
markets.   Positive factors  pertaining to LTI's competitive
position are the experience of LTI's new management team and
what LTI believes is its ability to address the growing need
for mixed  technology circuit  boards, i.e.,  circuit boards
containing both  through-hole and  surface mount components.
LTI has  automated equipment  for the  assembly  of  circuit
boards using  surface  mount  and  through-hole  components.
However,  LTI's   surface  mount  equipment  is  limited  in

                           11

capacity.  If LTI is able to sustain and increase its volume
of business,  further investments  in capital equipment will
be required.   The  Company  will  require  additional  debt
and/or lease  financing to  acquire additional equipment and
expanded receivables  financing to fund any growth in sales.
Terms of  possible  lease  agreements  and/or  the  cost  of
borrowed funds may be prohibitive.

Research and Development Activities

     Newdat acquired  products of which one had already been
developed.     Newdat  is   limiting  further  research  and
development to  support the  latest possible  entry  of  its
proprietary products  into market,  and then the support and
enhancement of those products in the field.

Number of Persons Employed

     As of  October 31,  1996, the  Company had two salaried
employees.   Several employees  of LTI devoted a significant
portion of their time to the affairs of the Company.

     As of  October  31,  1996,  LTI  had  approximately  69
regular employees.  LTI employees include residents from the
minimum  security  prison  facility  where  the  Company  is
located.

     As of October 31, 1996, Newdat had no employees.

     As  of  October  31,  1996,  Senson  had  1  part  time
employee.

     None of  the Company's  employees are  represented by a
union.   The Company believes that its relationship with its
employees is good.

Regulation

     The Company  is subject to Food and Drug Administration
("FDA") regulations  relating to  medically related  devices
which its  subsidiary, LTI  manufactures.  These regulations
are generally  applicable  to  companies  producing  medical
electronics.     The  products   that  are  subject  to  FDA
regulation are  not a significant portion of LTI's business.
All of the Company's subsidiaries are subject to OSHA.

                      USE OF PROCEEDS

     The Company  will not  receive any of the proceeds from
the sale  of the  Common  Shares  by  the  Grantees  of  the
options.   However, the  Company may  receive proceeds  from
exercise of  the Options,  of which  there is  no assurance.
All net  proceeds received  by the  Company from exercise of

                           12

the Options shall be added to working capital of the Company
and utilized  for  any  valid  corporate  purpose.    It  is
presently anticipated  that the proceeds may be utilized for
payment of  outstanding accounts  payable  and  general  and
administrative expenses.

                           13

RISK FACTORS

     The purchase of these securities involves a high degree
of risk.   Prospective  investors should  carefully consider
the following  factors,  among  others  set  forth  in  this
Prospectus, before  making a decision to purchase the Common
Shares offered hereby.

     1.   Going Concern.   The  Company incurred significant
losses during  the years  ended December  31, 1995, 1994 and
1993 and  had a  working capital  deficiency at December 31,
1993.  The Company's auditors, Brown, Graham & Company P.C.,
have rendered  a "going concern" opinion in its report.  The
Company's  consolidated   financial  statements   have  been
presented on  the basis  that the Company is a going concern
which  contemplates   the  realization  of  assets  and  the
satisfaction  of   liabilities  in   the  normal  course  of
business.   The Company's  continued existence  is dependent
upon its ability to resolve its liquidity problems, which it
plans to  resolve principally  from  profitable  operations,
accounts  receivable  based  borrowing,  long-term  debt  or
equity financing  and the  continued support and forbearance
of its  vendors and  creditors.   (See Risk Factors - Future
Capital Needs and Possible Loss of Facilities)

     2.   NASDAQ Maintenance Requirements - the Common Stock
and Redeemable  Warrants have  been deleted  from the Nasdaq
SmallCap  Stock  Market.  The  Company's  Common  Stock  was
deleted effective  September 6,  1996,  because  the  Common
Stock was  trading at  $.125 per  share, which was below the
required minimum  bid price  of $1.00  per share.  Although,
the Company  did meet the alternative minimum bid price test
requirement  of   $2,000,000  in  capital  and  surplus  and
$1,000,000 in  market  value  of  public  float  the  Nasdaq
Listing Qualifications  Panel was  of the  opinion that  the
Company's plan  to  ensure  long  term  compliance  did  not
convince them  that the  Company would  be able  to continue
meeting the minimum requirements.  The company has requested
that the  Review Committee of the Nasdaq Listing and Hearing
Review Committee  review  this  decision  and  reverse  this
decision.  As of this date no determination has been made by
the review committee.  The Common Stock is presently trading
on the OTC Bulletin Board.

Broker/Dealer Sales  of the  Company's Securities on the OTC
Bulletin  Board  are  subject  to  Securities  and  Exchange
Commission  Rules  that  impose  additional  sales  practice
requirements on  broker/dealers who  sell such securities to
persons other  than  established  customers  and  accredited
investors (generally  institutions with  assets in excess of
$5,000,000 or  individuals with  a net  worth in  excess  of
$1,000,000  or   an  annual  income  exceeding  $200,000  or
$300,000  jointly   with  their   spouse).    The  Company's
Redeemable Warrants  and Common  Stock are  subject to these

                           14

rules.     For  transactions   covered  by  the  Rules,  the
broker/dealer must  make a special suitability determination
for the  purchaser,  and  receive  the  purchaser's  written
agreement to  the transaction  prior to  the sale, deliver a
notice to  the customer of the hazards involved in investing
in such  securities, and  comply with additional regulations
which became  operative on  January 3,  1993.  Consequently,
the Rule  may affect  the ability  of broker/dealers to sell
the Company's  securities and also may affect the ability of
purchasers in  this offering  to sell  their shares  in  the
secondary market.

     3.   Operating Losses.   The  Company has accumulated a
deficit of  $8,345,220 since  its inception through the year
ending December  31, 1995.   There  is no assurance that the
Company will operate profitably in the future.

     4.   Absence of  Dividends.   No  dividends  have  been
declared or  paid by  the Company  on its Common Stock.  The
Company  intends  to  devote  all  available  funds  to  the
operation of  its business and, accordingly, does not intend
to pay any cash dividends in the foreseeable future.

     5.   Future Capital  Needs.  The circuit board contract
assembly business  is capital intensive.  LTI, the Company's
principal Subsidiary,  has need  for replacement  of some of
its surface  mount equipment to remain competitive with some
of its  competition.   LTI is presently seeking some of this
equipment and  is also attempting to finance this equipment.
If LTI  is unable  to finance  the equipment,  such an event
could have a material adverse impact on the Company's future
operations and  its ability  to compete in the industry.  If
LTI increases its volume of business, further investments in
capital equipment  or  replacement  thereof  and  facilities
expansion may  be required.   There can be no assurance that
additional financing will be available on favorable terms.

     6.   Competition.   The  Company  has  competitors  and
potential competitors,  many of  whom may  have considerably
greater financial and other resources than the Company.

     7.   Product Development.   The  Company and LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for some in the future.
Because of  the rapid  pace  of  technological  change,  the
Company believes  that copyright,  trademark and other legal
protections are  less significant  in its industry than such
factors as  innovative skills,  technological expertise  and
marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well

                           15

as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     8.   Possible Shortage of Working Capital to Market New
Product.  Senson and Newdat have no working capital of their
own and  will have  to rely upon the Company or intercompany
loans from LTI to market its new product.

     9.   Product Protection.   The  Company and  LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for same in the future.
The Company  believes that  copyright, trademark  and  other
legal protections  are less significant in its industry than
such factors  as innovative  skills, technological expertise
and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     10.  Backlog.       At October  31, 1996, LTI's backlog
(which represents  that portion of outstanding contracts not
yet included  in revenue)  was approximately $1,140,000.  It
is anticipated  that 100%  of the  backlog will be delivered
before April 30, 1997.

                           16

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

     11.   Importance of Volume Production.  The business of
the Company's  principal Subsidiary,  LTI, is  the  contract
assembly of surface mount, through-hole and mixed technology
circuit  boards.     That  business  is  capital  intensive,
requiring a  substantial investment  in automated equipment.
Hence, the  Company has significant fixed costs.  Because of
these fixed  costs, the  Company  must  have  a  significant
volume of  work to  cover manufacturing costs and to sustain
profitability.   In  this  regard,  production  problems  or
planning misjudgments  could have  a material adverse effect
on the Company.

     12.   Raw Materials.   Some  of the  components and raw
materials used by LTI and Senson are available from only one
supplier and/or are subject to unavailability due to general
shortages.   In some  instances, there  may be lead times of
several months  or longer  to obtain and sustain an adequate
supply of  components.  While parts are generally available,
delays in  obtaining some  parts can  jeopardize orders  and
increase the Company's cost of operations.

     13.   Reliance on  a  Few  Customers.    The  Company's
principal Subsidiary,  LTI, is  largely dependent  on a  few
customers for  a significant  portion of its cash flow.  The
loss of  any one  of these  customers may  have  a  material
adverse impact on the Company.

     14.   Dependence on  Key Personnel.  The success of the
Company depends,  in part,  on the continued availability of
the  executive   officers,  senior  staff  members  and  key
technical employees of its Subsidiaries.  The unavailability
of certain  of these  people, or  the Company's inability to
attract and  retain  other  key  employees,  could  severely
affect the  Company's ability  to  carry  on  its  business.
There is  no assurance that these officers or employees will
remain with  the Company or that the Company will be able to
attract and retain other key employees.

                           17

     15.   Effect of  Possible Bankruptcy, Reorganization or
Similar  Proceeding.     In   the  event  of  a  bankruptcy,
reorganization or  similar proceeding, the purchasers of the
shares offered  pursuant to this Prospectus could lose their
entire investment, even if the Company were to survive.

     16.   Litigation  Involving  the  Company.    There  is
litigation pending  against the  Company  and  some  of  its
subsidiaries.

     17.   Shares Eligible  for Future Sale.  As of the date
of this  Prospectus, the  Company has issued and outstanding
21,257,263 shares of Common Stock. 18,742,737 are authorized
but unissued at this time.

     18.    Shares  Issuable  Upon  Exercise  of  Redeemable
Warrants.  In connection with a public offering, the Company
issued and  sold 660,000 Common Stock Purchase Warrants (the
"Redeemable Warrants")  to purchase  660,000 shares  of  the
Company's Common Stock at $10.00 per share at any time until
5:00 p.m.,  Denver, Colorado,  time on  April 14, 1992, (the
"Warrant Expiration  Date") unless  extended by the Company.
(By action  of the Board of Directors the expiration date of
the Redeemable  Warrants was  extended through  December 31,
1996).   The Redeemable  Warrants expire  after the  Warrant
Expiration Date.   The Redeemable Warrants are redeemable by
the Company upon 30 days notice at any time upon the payment
of a  redemption premium  of $0.005  per Redeemable  Warrant
provided that,  prior to  such  redemption,  the  shares  of
Common Stock  have traded  in the public market for a period
of not  less than  twenty (20) consecutive trading days at a
closing bid  price of  not  less  than  $12.50.    Upon  the
redemption of  the Redeemable  Warrants, if  the holder does
not  exercise   the  Redeemable   Warrants,  the  Redeemable
Warrants will  lose all  value.   There is no assurance that
the Company's  Common Stock  will ever trade at a level high
enough to  cause the  exercise of  the Redeemable  Warrants.
The exercise  of the  Redeemable  Warrants  will  result  in
additional shares  of  Common  Stock  being  issued  with  a
resulting dilution  in the  interests of  other shareholders
and could  adversely affect  the market  price of the Common
Stock.

     19.   Possible Income  Tax Consequences Upon Expiration
of Any  Unexercised Warrants.   The Internal Revenue Service
has taken  a position  that upon  the expiration of warrants
which were  not exercised, the issuer of the warrants should
realize taxable  income in  the year  of  expiration  in  an
amount equal  to the consideration received upon issuance of
such warrants.   If  this position  should  prevail  in  the
courts, the  Company may  become liable  for federal  income
taxes on  the amount  of the proceeds realized from the sale
of the Redeemable Warrants which expire unexercised.

                           18

     20.  Possible loss of Facilities.  LTI's operations are
located in  a minimum security prison facility under a lease
agreement with  Wackenhut Corrections Corporation, The Texas
Department of  Criminal Justice,  Division  of  Pardons  and
Paroles  and   the  City   of  Lockhart,   Texas,  to  lease
approximately 27,800 square feet of manufacturing and office
space under  an operating lease through January 31, 1997 and
provides for  an automatic  three year  extension.   LTI has
been notified by Wackenhut that they wish to renegotiate the
terms  of   the  second   renewal  option   period.    These
negotiations will  take place  within the  next thirty days.
The Company  does not  anticipate  that  the  terms  of  the
contract will  change materially.   However,  if the company
were not  able to renegotiate reasonable terms or was forced
to vacate  the current  premises, this would have a material
adverse impact on the Company.

FOR ALL  OF THE  AFORESAID REASONS,  AND  OTHERS  SET  FORTH
HEREIN,  THE  PURCHASE  OF  THE  SECURITIES  OFFERED  HEREBY
INVOLVE A  HIGH DEGREE  OF RISK.   ANY PERSON CONSIDERING AN
INVESTMENT IN  THE SECURITIES OFFERED HEREBY SHOULD BE AWARE
OF THESE  AND OTHER  FACTORS SET  FORTH IN  THIS PROSPECTUS.
THE SECURITIES  SHOULD BE  PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO  ABSORB A  TOTAL LOSS  OF THEIR  INVESTMENT IN THE
COMPANY AND HAVE NO NEED FOR A RETURN ON THEIR INVESTMENT.

PLAN OF DISTRIBUTION

     Upon the exercise of any of the Options, sale of shares
may be effected from time to time in transactions (which may
include block  transactions) in  OTCBB, in  over-the-counter
market, in  negotiated transactions,  through the writing of
options on  the Common  Shares, or  a  combination  of  such
methods of  sale, at  fixed prices  which may be charged, at
market  prices  prevailing  at  the  time  of  sale,  or  at
negotiated prices.   Sales may be effected by selling Common
Shares   directly   to   purchasers   or   to   or   through
broker/dealers which  may act as agents or principals.  Such
broker/dealers may  receive  compensation  in  the  form  of
discounts, concessions,  or  commissions  from  the  sellers
and/or  the  purchasers  of  Common  Shares  for  whom  such
broker/dealers may  act as  agents or  to whom  they sell as
principal, or  both.  Sellers and any broker/dealer that act
in connection with the sale of Common Shares might be deemed
to be  "underwriters" within the meaning of Section 2(11) of
the Act of any commission received by them and any profit on
the resale of the Common Shares as principal might be deemed
to be underwriting discounts and commissions under the Act.

     Sellers of  the Common Stock may agree to indemnify any
agent,  dealer   or  broker/dealer   that  participates   in
transactions  involving   sales  of  Common  Shares  against
certain liabilities, including liabilities arising under the
Act.   The Company  will  indemnify  certain  other  persons

                           19

against certain  liabilities in connection with the offering
of the  Common Shares,  including liabilities  arising under
the Act.

                           20

COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     Under  Delaware   Corporation  Act  and  the  Company's
Articles  of   Incorporation,  as   amended,  the  Company's
Officers and  Directors may  be indemnified  against certain
liabilities which  they may  incur in  their  capacities  as
such.

     Section 145  of the General Corporation Law of Delaware
provides as follows:

     (a)   A corporation may indemnify any person who was or
is a  party or  is threatened  to be  made a  party  to  any
threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative  or  investigative
(other than an action by or in the right of the corporation)
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), judgments,  fines and  amounts
paid in  settlement actually  and reasonably incurred by him
in connection  with such  action, suit  or 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
corporation, 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 and  in a manner which he reasonably believed
to be  in or  not opposed  to  the  best  interests  of  the
corporation, and,  with respect  to any  criminal action  or
proceeding,  had  reasonable  cause  to  believe  that  this
conduct was unlawful.

     (b) A  corporation may  indemnify any person who was or
is a  party or  is  threatened  to  be  made  party  to  any
threatened, pending or completed action or suit by or in the
right of  the corporation 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 attorney's fees) actually and reasonably incurred
by him  in connection with the defense or settlement of such
action or  suit 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   corporation   and   except   that   no
indemnification shall be made in respect of any claim, issue

                           21

or matter  as to  which such person shall have been adjudged
to be  liable to  the corporation  unless and  only  to  the
extent that the Court of Chancery or the court in which such
action or  suit was brought shall determine upon application
that, despite  the adjudication  of liability but in lieu of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or
agent of  a corporation has been successful on the merits or
otherwise in  defense of  any  action,  suit  or  proceeding
referred to  in subsections  (a) and (b) of this section, or
in defense  of any  claim, issue or matter therein, he shall
be indemnified  against expenses (including attorney's fees)
actually  and  reasonably  incurred  by  him  in  connection
therewith.

     (d)   Any indemnification  under subsection (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a  determination   that  indemnification  of  the  director,
officer, employee  or agent  is proper  in the circumstances
because he  has met  the applicable  standard of conduct set
forth in  subsections (a)  and (b)  of this  section.   Such
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties  to such  action, suit  or proceeding, or (2) if
such a  quorum is  not obtainable,  or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal  counsel   in  a   written  opinion;  or  (3)  by  the
stockholders.

     (e)   Expenses incurred  by an  officer or  director in
defending a civil or criminal action, suit or proceeding may
be  paid   by  the  corporation  in  advance  of  the  final
disposition of  such action, suit or proceeding upon receipt
of an  undertaking by  or on  behalf  of  such  director  or
officer to  repay such  amount if  it  shall  ultimately  be
determined that  he is not entitled to be indemnified by the
corporation as  authorized in  this section.   Such expenses
incurred by  other employees  and agents may be so paid upon
such terms and conditions, if any, as the board of directors
deems appropriate.

     (f)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to, the other subsections
of this  section shall  not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote
of stockholders  or disinterested  directors  or  otherwise,
both as  to action in his official capacity and as to action
in another capacity while holding such office.

                           22

     (g)   A corporation  shall have  power to  purchase and
maintain insurance  on behalf  of any person who 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 any  liability asserted  against him and incurred by
him in  any such  capacity, or  arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

     (h)   For purposes  of this  section, references to the
"corporation" shall  include, in  addition to  the resulting
corporation,  any  constituent  corporation  (including  any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had  power and  authority to  indemnify its  directors,
officers, and employees or agents, so that any person who is
or was  a director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request
of such  constituent corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint
venture, trust  or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation  as he would have with respect to such
constituent  corporation   if  its  separate  existence  had
continued.

     (i)  For purposes of this section, references to "other
enterprises"   shall   include   employee   benefit   plans;
references  to   "fines"  shall  include  any  excise  taxes
assessed on  a person  with respect  to any employee benefit
plan; and  references to  "serving at  the  request  of  the
corporation"  shall  include  any  service  as  a  director,
officer, employee, or agent of the corporation which imposes
duties on,  or involves services by, such director, officer,
employee or  agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in
good faith  and in  a manner he reasonably believed to be in
the interest  of the  participants and  beneficiaries of  an
employee benefit  plan shall  be deemed  to have  acted in a
manner "not opposed to the best interest of the corporation"
as referred to in this section.

     (j)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to,  this section  shall,
unless  otherwise  provided  when  authorized  or  ratified,
continue as  to a  person who  has ceased  to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     The Company's  Articles  of  Incorporation  and  Bylaws
provide:

                           23

Article IV of the Bylaws

Section 1.  Right to Indemnification

     Each person who was or is made a party or is threatened
to be  made a  party to  or is  involved (including, without
limitation, as  a  witness)  in  any  actual  or  threatened
action,  suit   or  proceeding,   whether  civil,  criminal,
administrative or  investigative, by reason of the fact that
he or she is or was a director or officer of the corporation
or is  or was serving at the request of the corporation as a
director, officer,  employee or agent of another corporation
or  of   a  partnership,   joint  venture,  trust  or  other
enterprise,  including  service  with  respect  to  employee
benefit plans,  whether the  basis  of  such  proceeding  is
alleged action  in  an  official  capacity  as  a  director,
officer, employee  or agent  or in  any other capacity while
serving as  a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the full
extent authorized  by the  Delaware General Corporation Law,
as the  same exists or may hereafter be amended (but, in the
case of  any such  amendment, only  to the  extent that such
amendment  permits   the  corporation   to  provide  broader
indemnification  rights   than  said   law   permitted   the
corporation to provide prior to such amendment), or by other
applicable law  as then  in  effect,  against  all  expense,
liability and  loss (including  attorney's  fees  judgments,
fines, ERISA,  excise taxes  or penalties  and amounts to be
paid in  settlement) actually  and  reasonably  incurred  or
suffered by  such person  in connection  therewith and  such
indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure
to  the   benefit  of   his  or  her  heirs,  executors  and
administrators; provided,  however, that  except as provided
in Section  2 of  this Article  with respect  to proceedings
seeking  to   enforce   rights   to   indemnification,   the
corporation  shall   indemnify  any   such  person   seeking
indemnification in  connection with  a proceeding  (or  part
thereof) initiated  by such  person only  if such proceeding
(or part  thereof) was  authorized by the Board of Directors
of the  corporation.  The right to indemnification conferred
in this  Section 1  shall be  a  contract  right  and  shall
include the right to be paid by the corporation the expenses
incurred in  defending any such proceeding in advance of its
final disposition;  provided, however, that, if the Delaware
General  Corporation  Law  requires,  the  payment  of  such
expenses incurred  by a  director or  officer in  his or her
capacity as  a director  or officer  (and not  in any  other
capacity in  which service was or is rendered by such person
while a  director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery
to the  corporation of  an undertaking,  by or  on behalf of
such director  or officer,  to repay all amounts so advanced

                           24

if it  shall ultimately  be determined that such director or
officer is not entitled to be indemnified under this Section
1 or otherwise.

Section 2.  Right of Claimant to Bring Suit.

     If a  claim under Section 1 of this Article is not paid
in full by the corporation within sixty days after a written
claim has  been received  by the  corporation, except in the
case of  a  claim  for  expenses  incurred  in  defending  a
proceeding in  advance of  its final  disposition, in  which
case  the  applicable  period  shall  be  twenty  days,  the
claimant may  at any  time thereafter bring suit against the
corporation to  recover the  unpaid amount of the claim and,
to the  extent successful  in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting
such claim.  It shall be a defense to any such action (other
than an  action brought  to enforce  a  claim  for  expenses
incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if  any  is
required, has  been tendered  to the  corporation) that  the
claimant has  not met the standards of conduct which make it
permissible under  the Delaware  General Corporation  Law of
the corporation  to indemnify  the claimant  for the  amount
claimed, but  the burden of proving such defense shall be on
the corporation.   Neither  the failure  of the  corporation
(including its Board of Directors, independent legal counsel
or its  stockholders) to  have made a determination prior to
the commencement  of such action that indemnification of the
claimant is  proper in  the circumstances  because he or she
has met  the applicable  stand of  conduct set  forth in the
Delaware General Corporation Law nor an actual determination
by  the  corporation  (including  its  Board  of  Directors,
independent legal  counsel, or  its stockholders)  that  the
claimant has  not met  such applicable  standard of  conduct
shall be  a defense  to the  action or  create a presumption
that the  claimant has  not met  the applicable  standard of
conduct.

Section 3.  Nonexclusivity of Rights.

     The  right   to  indemnification  and  the  payment  of
expenses incurred  in defending  a proceeding  in advance of
its final disposition conferred in this Section shall not be
exclusive of  any other  right which  any person may have or
hereafter  acquire   under  any  statue,  provision  of  the
Certificate of  Incorporation, Bylaws,  agreement,  vote  of
stockholders or disinterested directors or otherwise.

                           25

Section 4.  Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense,
to protect  itself and  any director,  officer, employee  or
agent   of   the   corporation   or   another   corporation,
partnership,  joint   venture,  trust  or  other  enterprise
against any  expense, liability  or loss, whether or not the
corporation would  have the  power to  indemnify such person
against such  expense, liability  or loss under the Delaware
General Corporation  Law.   The corporation  may enter  into
contracts with  any director  or officer  of the corporation
furtherance of the provisions of this Section and may create
a trust  fund, grant  a security interest or use other means
(including, without  limitation,  a  letter  of  credit)  to
ensure the  payment of  such amounts  as may be necessary to
effect indemnification as provided in this Section.

Section 5.   Indemnification  of Employees and Agents of the
Corporation.

     The  corporation   may,  by  action  of  its  Board  of
Directors from time to time, provide indemnification and pay
expenses in advance of the final disposition of a proceeding
to employees  and agents  of the  corporation with  the same
scope and  effect as  the provisions  of this  Section  with
respect to  the indemnification  and advancement of expenses
of directors and officers of the corporation.

Article 11 of the Articles of Incorporation

     To  the   full  extent   that  the   Delaware   General
Corporation Law,  as it  exists on  the date  hereof or  may
hereafter be  amended, permits the limitation or elimination
of the liability of directors, a director of the corporation
shall not  be liable  to the corporation or its stockholders
for monetary  damages for  breach of  fiduciary  duty  as  a
director.   Any amendment  to or  repeal of  this Article 11
shall not  adversely affect  any right  or protection  of  a
director of  the corporation for or with respect to any acts
or  omission  of  such  director  occurring  prior  to  such
amendment or repeal.

                           26

Position of the Commission

     Insofar  as  indemnification  for  liabilities  arising
under the  Act may  be  permitted  Officers,  Directors  and
controlling persons  of the Company pursuant to the forgoing
provisions or  otherwise, the  Company has been advised that
in the  opinion of  the Securities  and Exchange Commission,
such indemnification  is against  public policy as expressed
in the  Securities Act of 1933, as amended (the "1933 Act)")
and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by  the Company  of expenses  incurred or  paid by a
Officer, Director  or controlling  person of  the Company in
the successful defense of any action, suit or proceeding) is
asserted by  such Officer, Director or controlling person in
connection with the securities being registered, the Company
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   1933  Act  and  will  be  governed  by  the  final
adjudication of such issue.

OPINION OF COUNSEL

     The validity  of the  Common Shares  offered hereby has
been passed upon for the Company by Jack D. Bryant, Attorney
at Law, 7404 Napier Trail, Austin, Texas 78729.

EXPERTS

     The consolidated  financial  statements  and  financial
statements schedules  of  U.  S.  Technologies  Inc.  as  of
December 31,  1995 and  1994 and for each of the three years
in the  period ended  December 31, 1995 incorporated in this
Prospectus by  reference to  the Annual Report on Form 10-K,
have been  so incorporated  in reliance  on  the  report  of
Brown, Graham & Company, P.C. independent accountants, given
on the  authority of  that firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

     The   Company   is   subject   to   the   informational
requirements of  the Securities  Exchange Act of 1934 and in
accordance therewith  files reports,  proxy  statements  and
other  information   with  the   Securities   and   Exchange
Commission (the  "Commission").   Information concerning the
Company can  be inspected  and copied  at the offices of the
Commission, 450  Fifth Street, N.W., Washington D.C., 20549.
Copies of  such material  can be  obtained from  the  Public

                           27

Reference Section  of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington D.C., 20549, at prescribed rates.

     NO PERSON  IS AUTHORIZED  TO GIVE ANY INFORMATION OR TO
MAKE ANY  REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED BY  REFERENCE IN  THIS PROSPECTUS AND, IF GIVEN
OR MADE,  SUCH INFORMATION  OR REPRESENTATION  MUST  NOT  BE
RELIED UPON AS HAVING BEEN AUTHORIZED.  THIS PROSPECTUS DOES
NOT CONSTITUTE  AN OFFER  TO SELL  OR A  SOLICITATION OF  AN
OFFER TO  BUY ANY  SECURITIES OTHER  THAN THE  COMMON SHARES
OFFERED BY  THIS  PROSPECTUS.    THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY  COMMON SHARES  IN ANY  CIRCUMSTANCES IN  WHICH SUCH
OFFER OR  SOLICITATION IS UNLAWFUL.  NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN  THE AFFAIRS  OF THE COMPANY SINCE THE DATE HEREOF
OR THAT  THE INFORMATION  CONTAINED BY  REFERENCE HEREIN  IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                           28

                          PART II.

    Information Required in the Registration Statement.

Item 3.   Incorporation of documents by reference.

          Included in Prospectus.

Item 4.   Description of Securities.
          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Included in Prospectus.

Item 6.   Indemnification of Directors and Officers.

          Included in Prospectus.

Item 7.   Exemption from Registration.

          Not applicable.

Item 8.   Exhibits

          (a)  Exhibits

          Exhibit No.    Document.

          5 *  Opinion of Jack D. Bryant, 7404 Napier Trail,
               Austin, Texas 78729, regarding the legality
               of the securities registered under this
               Registration Statement.
          
          10.1 *    1996 Nonqualifying Stock Option Plan.
          
          24.1 *    Consent of counsel for the Company (set
               forth in the opinion of counsel included as
               Exhibit 5).

          24.2 *    Consent of Brown, Graham & Company P.C.,
               independent public accountants for the
               Company.
          
*    Filed herewith.

                           29

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     1.    to  file, during  any period  in which  offers or
sales are  being made,  a post-effective  amendment to  this
Registration Statement  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;

     2.   that, for the purpose of determining any liability
under the  Securities Act  of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such  securities at  that time  shall be deemed to be the
initial bona fide offering thereof; 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.

     The undersigned  registrant hereby undertakes that, for
the  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 that is incorporated by
reference in  the 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.

                           30

                  U. S. TECHNOLOGIES INC.
                          FORM S-8
                       EXHIBIT INDEX

Exhibit
  No.     Description                            Page

 1.1      Articles of Incorporation of the Company

 1.2      Bylaws of the Company

 5 *      Opinion of Jack D. Bryant, 7404 Napier Trail,
          Austin, Texas 78729, regarding the legality of
          the securities registered under this Registration
          Statement.                              22

10.1 *    Nonqualifying Stock Option Plan         23

24.1 *    Consent of counsel for the Company (set forth     
34
          in the opinion of counsel included as Exhibit 5
          to this Registration Statement)

24.2 *    Consent of Brown, Graham & Company P.C., Certified
Public    35
          Accountants for the Company.

*    Filed herewith.

     Exhibits 1.1 and 1.2 were filed as exhibits to the
Company Registration Statement on Form S-1, SEC File No. 33-
47835 and SEC File No. 33-11720.  Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32.:

                           31

                                             EXHIBIT 5

November 12, 1996

U. S. Technologies Inc.
1402 Industrial Blvd.
Lockhart, Texas 78644

                         RE:  Registration Statement on
                              Form S-8 (S.E.C. File No.
                              33-_____________)
                              Covering Public Offering
                              of Common Shares of U. S.
                              Technologies, Inc.

Gentlemen:

     I have acted as counsel for U. S. Technologies Inc., a
Delaware corporation (the "Company"), in connection with the
registration by the Company of an aggregate of 800,000
Common Shares, par value $0.02 per share, underlying options
issuable to any employee, director, general partner,
officer, or consultant or advisor of the Company (the
"Options"), all as more fully set forth in the Registration
Statement on Form S-8 to be filed by the Company.

     In such capacity, I have examined, among other
documents, the Articles of Incorporation, as amended, Bylaws
and minutes of meetings of its Board of Directors and
shareholders, and the
1996 Qualifying Stock Option Plan of the Company.

     Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am
of the opinion that:

     1.   The Company is a corporation duly organized and
          validly existing under the laws of the State of
          Delaware.
          
     2.   The Options and underlying Common Shares have been
          legally and validly authorized under the Articles
          of Incorporation, as amended, of the Company, and
          when issued and paid for upon exercise of the
          Options, the Common Shares underlying the Options
          will constitute duly and validly issued and
          outstanding, fully paid and nonassessable Common
          Shares of the Company.

                           32

          

Yours truly,

Jack D. Bryant

                           33

                                                  EXHIBIT 10.1

                   U. S. TECHNOLOGIES INC.
                               
             1996 NONQUALIFYING STOCK OPTION PLAN
                               
                               
                          ARTICLE I
                       Purpose of Plan

          This  1996  NONQUALIFYING  STOCK  OPTION  PLAN  (the
"Plan") of  U.S. TECHNOLOGIES INC. (the "Company") for persons
employed or  associated with  the Company,  including  without
limitation any  employee, director,  general partner, officer,
or consultant  or advisor,  is intended  to advance  the  best
interests of  the Company by providing additional incentive to
those persons  who have  a substantial  responsibility for its
management,  affairs,   and   growth   by   increasing   their
proprietary interest  in the  success of  the Company, thereby
encouraging them  to maintain  their  relationships  with  the
Company.   Further, the  availability and  offering  of  Stock
Options under  the Plan  supports and  increases the Company's
ability  to   attract,  engage   and  retain   individuals  of
exceptional talent  upon whom, in large measure, the sustained
progress growth  and profitability  of  the  Company  for  the
shareholders depends.

                          ARTICLE II
                         Definitions

          For Plan  purposes, except  where the  context might
clearly indicate otherwise, the following terms shall have the
meanings set forth below:

          "Board" shall  mean the  Board of  Directors of  the
Company.

          "Code" shall mean the Internal Revenue Code of 1986,
as  amended,   and  the   rules  and  regulations  promulgated
thereunder.

          "Committee" shall  mean the  Compensation Committee,
or such other committee appointed by the Board, which shall be
designated by  the Board  to administer the Plan.  The Company
shall be  composed of two or more persons as from time to time
are appointed  to serve by the Board and may be members of the
Board.

          "Common Shares"  shall  mean  the  Company's  Common
Shares $0.02  par value  per share,  or, in the event that the
outstanding  Common  Shares  are  hereafter  changed  into  or

                              23

exchanged for  different shares  or securities of the Company,
such other shares or securities.

          "Company"  shall  mean  U.S.  Technologies  Inc.,  a
Delaware corporation, and any parent or subsidiary corporation
of U.S.  Technologies Inc.,  as  such  terms  are  defined  in
Section 425(e) and 425(f), respectively of the Code.

          "Optionee"  shall   mean  any   person  employed  or
associated with  the affairs  of  the  Company  who  has  been
granted one or more Stock Options under the Plan.

          "Stock Option"  or "NQSO"  shall mean a stock option
granted pursuant to the terms of the Plan.

          "Stock Option  Agreement" shall  mean the  agreement
between the  Company and the Optionee under which the Optionee
may purchase Common Shares hereunder.

                         ARTICLE III
                  Administration of the Plan

          1.   The Committee  shall administer  the  plan  and
accordingly, it  shall have full power to grant Stock Options,
construe  and   interpret  the   Plan,  establish   rules  and
regulations  and   perform  all   other  acts,  including  the
delegation of  administrative  responsibilities,  it  believes
reasonable and proper.

          2.   The determination  of those eligible to receive
Stock Options,  and the amount, price, type and timing of each
Stock Option  and the  terms and  conditions of the respective
stock option  agreements shall  rest in the sole discretion of
the Committee, subject to the provisions of the Plan.

          3.   The Committee  may  cancel  any  Stock  Options
awarded under  the Plan  if an  Optionee conducts himself in a
manner which  the Committee  determines to  be inimical to the
best interest of the Company and its shareholders as set forth
more fully in paragraph 8 of Article X of the Plan.

          4.   The Board,  or the  Committee, may  correct any
defect, supply  any omission or reconcile any inconsistency in
the Plan  or in any granted Stock Option, in the manner and to
the extent it shall deem necessary to carry it into effect.

          5.   Any decision  made, or  action  taken,  by  the
Committee or  the Board  arising out or in connection with the
interpretation and  administration of  the Plan shall be final
and conclusive.

          6.   Meetings of the Committee shall be held at such
times and  places as  shall be determined by the Committee.  A

                              24

majority of  the members  of the  Committee shall constitute a
quorum for  the transaction  of business,  and the  vote of  a
majority of  those members present at any meeting shall decide
any question  brought before  that meeting.   In addition, the
Company may take any action otherwise proper under the Plan by
the affirmative  vote, taken  without a meeting, of a majority
of its members.

          7.   No member  of the Committee shall be liable for
any act  or omission  of any  other member of the Committee or
for any  act or  omission on  his own part, including, but not
limited to,  the exercise  of any power or discretion given to
him under  the Plan  except those resulting from his own gross
negligence or willful misconduct.

          8.   The  Company,  through  its  management,  shall
supply full  and timely  information to  the Committee  on all
matters relating to the eligibility of Optionees, their duties
and performance,  and current  information on  any  Optionee's
death,  retirement,   disability  or   other  termination   of
association  with   the  Company,  and  such  other  pertinent
information as  the Committee  may require.  The Company shall
furnish the  Committee with such clerical and other assistance
as is necessary in the performance of its duties hereunder.

                          ARTICLE IV
                  Shares Subject to the Plan

          1.   The total  number  of  shares  of  the  Company
available for  grants of Stock Options under the Plan shall be
800,000  Common   Shares,  subject  to  adjustment  as  herein
provided, which  shares may  be either authorized but unissued
or reacquired Common Shares of the Company.

          2.   If a  Stock Option  or  portion  thereof  shall
expire  or  terminate  for  any  reason  without  having  been
exercised in full, the unpurchased shares covered by such NQSO
shall be available for future grants of Stock Options.

                          ARTICLE V
              Stock Option Terms and Conditions

          1.   Consistent  with   the  Plan's  purpose,  Stock
Options may  be granted to any person who is performing or who
has been  engaged to perform services of special importance to
management in  the operation,  development and  growth of  the
Company.

          2.   Determination of the option price per share for
any stock  option issues  hereunder shall rest in the sole and
unfettered discretion of the Committee.

                              25

          3.   All Stock  Options granted under the Plan shall
be  evidenced   by  agreements   which  shall  be  subject  to
applicable provisions  of the  Plan, and such other provisions
as the Committee may adopt, including the provisions set forth
in paragraphs 2 through 11 of this Article V.

          4.   All Stock  Options granted  hereunder  must  be
granted within ten years from the date this Plan is adopted.

          5.   No Stock  Option  granted  hereunder  shall  be
executable after  the expiration  of ten  years from  the date
such NQSO  is granted.   The Committee, in its discretion, may
provide that  an option  shall be  executable during  such ten
year period  or  during  any  lesser  period  of  time.    The
Committee may establish installment exercise terms for a Stock
Option such that the NQSO becomes fully executable in a series
of cumulating  portions.   If an  Optionee shall  not, in  any
given installment period, purchase all the Common Shares which
such Optionee  is entitled to purchase within such installment
period, such  Optionee's right  to purchase  any Common Shares
not purchased  in such installment period shall continue until
the expiration  or sooner  termination  of  such  NQSO.    The
Committee may also accelerate the exercise of any NQSO.

          6.   A Stock  Option, or  portion thereof,  shall be
exercised by  deliver of  (i) a  written notice of exercise to
the Company  specifying the  number of  Common  Shares  to  be
purchased, and  (ii) payment  of the full price of such Common
Shares, as fully set forth in paragraph 7 of this Article V.

               No  NQSO   or  installment   thereof  shall  be
reusable except  with respect  to whole shares, and fractional
share interests  shall be  disregarded.   Not  less  than  100
Common Shares   may be purchased at one time unless the number
purchased is  the total  number  at  the  time  available  for
purchase under  the NQSO.  Until the Common Shares represented
by an  exercised NQSO are issued to an Optionee, he shall have
none of the rights of a shareholder.

          7.   The  exercise  price  of  a  Stock  Option,  or
portion thereof, may be paid:

               A.   In United  States dollars,  in cash  or by
cashier's check,  certified check,  bank draft or money order,
payable to  the order of the Company in an amount equal to the
option price; or,

               B.   At  the   discretion  of   the  Committee,
through the  delivery of  fully paid  and nonassessable Common
Shares, with an aggregate fair market value (determined as the
average of the highest and lowest reported sales prices on the
Common Shares  as of  the date  of exercise  of the  NQSO,  as
reported  by   such  responsible   reporting  service  as  the
Committee may select, or if there were not transactions in the

                              26

Common Shares  on such  day, then  the last  preceding day  on
which transactions  took place),  as of  the date  of the NQSO
exercise equal  to the  option price,  provided such  tendered
shares, or  any derivative  security resulting in the issuance
of Common  Shares, have been owned by he Optionee for at least
30 days prior to such exercise; or,

               C.   By a combination of both A and B above.

               The  Committee   shall   determine   acceptable
methods for  tendering Common  Shares as payment upon exercise
of  a  Stock  Option  and  may  impose  such  limitations  and
prohibitions on  the use  of Common Shares to exercise an NQSO
as it deems appropriate.

          8.   With the  Optionee's consent, the Committee may
cancel any Stock Option issued under this Plan and issue a new
NQSO to such Optionee.

          9.   Except  by   will,  the  laws  of  descent  and
distribution, or with the written consent of the Committee, no
right or  interest in  any Stock Option granted under the Plan
shall be  assignable or transferable, and no right or interest
of any  Optionee shall be liable for, or subject to, any lien,
obligation or  liability of  the Optionee.   Upon petition to,
and thereafter  with the  written consent of the Committee, an
Optionee may  assign or  transfer all  or  a  portion  of  the
Optionee's rights  and interest  in any  stock option  granted
hereunder.   Stock Options  shall  be  executable  during  the
Optionee's lifetime  only by the Optionee or assignees, or the
duly  appointed   legal  representative   of  an   incompetent
Optionee, including  following an  assignment consented  to by
the Committee herein.

          10.  No NQSO  shall be  executable  while  there  is
outstanding any  other NQSO  which was granted to the Optionee
before the  grant of  such option  under the Plan or any other
plan which  gives the  right to the Optionee to purchase stock
in  the  Company  or  in  a  corporation  which  is  a  parent
corporation (as  defined in Section 425(e) of the Code) of the
Company,  or  any  predecessor  corporation  of  any  of  such
corporations at  the time  of the  grant.   An NQSO  shall  be
treated as outstanding until it is either exercised in full or
expires by reason of lapse of time.

          11.  Any Optionee  who  disposes  of  Common  Shares
acquired on  the exercise of a NQSO by sale or exchange either
(i) within  two years  after the date of the grant of the NQSO
under which  the stock  was acquired,  or (ii) within one year
after the acquisition of such Shares, shall notify the Company
of such  disposition and  of the  amount  realized  upon  such
disposition.   The transfer  of  Common  Shares  may  also  be
restricted by  applicable provisions  of the Securities Act of
1933, as amended.

                              27

                          ARTICLE VI
           Adjustments or Changes in Capitalization

          1.   In the event that the outstanding Common Shares
of the  Company are  hereafter changed into or exchanged for a
different number of kinds of shares or other securities of the
Company   by    reason   of   merger,   consolidation,   other
reorganization,      recapitalization,       reclassification,
combination of shares, stock split-up or stock dividend:

               A.   Prompt, proportionate,  equitable,  lawful
and adequate  adjustment shall be made of the aggregate number
and kind  of shares  subject to  Stock Options  which  may  be
granted under  the Plan, such that the Optionee shall have the
right to  purchase such  Common Shares  as may  be  issued  in
exchange for  the Common Shares purchasable on exercise of the
NQSO had  such merger,  consolidation,  other  reorganization,
recapitalization,  reclassification,  combination  of  shares,
stock split-up or stock dividend not taken place;

               B.   Rights under  unexercised Stock Options or
portions thereof  granted prior to any such change, both as to
the number or kind of shares and the exercise price per share,
shall  be   adjusted   appropriately,   provided   that   such
adjustments shall be made without change in the total exercise
price applicable to the unexercised portion of such NQSO's but
by an  adjustment in  the price for each share covered by such
NQSO's; or,

               C.   Upon any dissolution or liquidation of the
Company or  any merger  or combination in which the Company is
not a  surviving corporation,  each outstanding  Stock  Option
granted hereunder shall terminate, but the Optionee shall have
the right, immediately prior to such dissolution, liquidation,
merger or  combination, to  exercise his  NQSO in  whole or in
part, to  the extent  that it  shall not  have been exercised,
without regard  to any installment exercise provisions in such
NQSO.

          2.   The foregoing  adjustment  and  the  manner  of
application of  the foregoing  provisions shall  be determined
solely by  the  Committee,  whose  determination  as  to  what
adjustments shall  be made  and the  extent thereof,  shall be
final, binding  and conclusive.  No fractional Shares shall be
issued under the Plan on account of any such adjustments.

                         ARTICLE VII
            Merger, Consolidation or Tender Offer

          1.   If the  Company shall  be a  party to a binding
agreement to  any merger,  consolidation or  reorganization or
sale of  substantially all  the assets  of the  Company,  each
outstanding Stock  Option  shall  pertain  and  apply  to  the

                              28

securities and/or  property which  a shareholder of the number
of Common  Shares of  the Company subject to the NQSO would be
entitled to  receive pursuant to such merger, consolidation or
reorganization or sale of assets.

          2.   In the event that:

               A.   Any person  other than  the Company  shall
acquire more  than 20%  of the  Common Shares  of the  Company
through a tender offer, exchange offer or otherwise;

               B.   A change  in the  "control" of the Company
occurs, as  such  term  is  defined  in  Rule  405  under  the
Securities Act of 1933;

               C.   There  shall   be  a   sale  of   all   or
substantially all of the assets of the Company;

any then  outstanding Stock Option held by an Optionee, who is
deemed by  the Committee to be a statutory officer ("insider")
for purposes  of Section  16 of the Securities Exchange Act of
1934 shall  be entitled  to receive,  subject to any action by
the Committee  revoking such  an entitlement  as provided  for
below, in lieu of exercise of such Stock Option, to the extent
that it  is then executable, a cash payment in an amount equal
to the difference between the aggregate exercise price of such
NQSO, or portion thereof, and, (i) in the event of an offer or
similar event, the final offer price pre share paid for Common
Shares, or  such lower price as the Committee may determine to
conform an  option to  preserve its Stock Option status, times
the number  of Common  Shares covered  by the  NQSO or portion
thereof, or  (ii) in  the case  of an  event covered by B or C
above, the  aggregate fair  market value  of the Common Shares
covered by the Stock Option, as determined by the Committee at
such time.

          3.   Any payment  which the  Company is  required to
make pursuant  to paragraph  2 of  this Article  VII, shall be
made within  15  business  days,  following  the  event  which
results in the Optionee's right to such payment.  In the event
of a tender offer in which fewer than all the shares which are
validity tendered  in compliance with such offer are purchased
or exchanged, then only  that portion of the shares covered by
an NQSO as results from multiplying such shares by a fraction,
the numerator of which is the number of Common Shares acquired
purchase to  the offer  and the  denominator of  which is  the
number of  Common Shares  tendered  in  compliance  with  such
offer, shall  be used  to determine the payment thereupon.  To
the extent  that all or any portion of a Stock Option shall be
affected by  this provision,  all or  such portion of the NQSO
shall be terminated.

          4.   Notwithstanding paragraphs  1  and  3  of  this
Article  VII,   the  Company   may,  by   unanimous  vote  and

                              29

resolution, unilaterally  revoke the  benefits  of  the  above
provisions; provided,  however, that  such vote  is  taken  no
later than  ten business days following public announcement of
the intent  of an  offer of  the change  of control, whichever
occurs earlier.

                         ARTICLE VIII
              Amendment and Termination of Plan

          1.   The Board  may at  any time,  and from  time to
time, suspend  or terminate  the Plan  in whole  or in part or
amend it  from time  to time in such respects as the Board may
deem appropriate and in the best interest of the Company.

          2.   No amendment, suspension or termination of this
Plan shall,  without the  Optionee's consent,  alter or impair
any of  the rights  or  obligations  under  any  Stock  Option
theretofore granted to him under the Plan.

          3.   The Board  may amend  the Plan,  subject to the
limitations cited  above, in such manner as it deems necessary
to  permit   the  granting   of  Stock   Options  meeting  the
requirements of  future amendments  or issued  regulations, if
any, to the Code.

          4.   No NQSO may be granted during any suspension of
the Plan or after termination of the Plan.

                          ARTICLE IX
               Government and Other Regulations

          The obligation of the Company to issue, transfer and
deliver Common  Shares for  Stock Options  exercised under the
Plan shall  be subject  to all  applicable laws,  regulations,
rules, orders  and approval  which shall then be in effect and
required by  the relevant  stock exchanges on which the Common
Shares are  traded and  by government  entities as  set  forth
below or  as the  Committee in  its sole discretion shall deem
necessary or  advisable.  Specifically, in connection with the
Securities Act of 1933, as amended, upon exercise of any Stock
Option, the  Company shall  not be  required to  issue  Common
Shares unless the Committee has received evidence satisfactory
to it  to the  effect that the Optionee will not transfer such
shares except  pursuant to  a registration statement in effect
under such Act or unless an opinion of counsel satisfactory to
the Company  has been  received by  the Company  to the effect
that such  registration is not required.  Any determination in
this connection  by the  Committee shall be final, binding and
conclusive.   The Company  may,  but  shall  in  no  event  be
obligated to  take any  other affirmative  action in  order to
cause the exercise of a Stock Option or the issuance of Common
Shares purchase  thereto to  comply with any law or regulation
of any government authority.

                              30

                          ARTICLE X
                   Miscellaneous Provisions

          1.   No person  shall have  any claim or right to be
granted a  Stock Option  under the  Plan, and  the grant of an
NQSO under  the Plan  shall not  be  construed  as  giving  an
Optionee  the   right  to   be  retained   by   the   Company.
Furthermore, the  Company expressly  reserves the right at any
time to  terminate its  relationship with  an Optionee with or
without cause, free from any liability, or any claim under the
Plan, except as provided herein, in an option agreement, or in
any agreement between the Company and the Optionee.

          2.   Any expenses  of administering  this Plan shall
be borne by the Company.

          3.   The payment  received from  Optionee  from  the
exercise of Stock Options under the Plan shall be used for the
general corporate purposes of the Company.

          4.   The place  of administration  of the Plan shall
be in  the State  of Texas,  and  the  validity,  contraction,
interpretation, administration  and effect of the Plan and its
rules and  regulations, and rights relating to the Plan, shall
be determined  solely in accordance with the laws of the State
of Delaware.

          5.   Without amending  the Plan,  grants may be made
to persons  who are  foreign nationals or employed outside the
United  States,   or  both,  on  such  terms  and  conditions,
consistent with  the  Plan's  purpose,  different  from  those
specified  in  the  Plan  as  may,  in  the  judgment  of  the
Committee, be  necessary  or  desirable  to  create  equitable
opportunities  given   differences  in   tax  laws   in  other
countries.

          6.   In   addition   to   such   other   rights   of
indemnification as  they may  have as  members of the Board or
Committee, the  members of  the Committee shall be indemnified
by the  Company against  all  costs  and  expenses  reasonably
incurred by  them in  connection with  any  action,  suite  or
proceeding to which they or any of them may be party by reason
of any  action taken  or failure to act under or in connection
with the  Plan or  any Stock  Option  granted  thereunder,  an
against  all   amount  paid  by  them  in  settlement  thereof
(provided such  settlement is  approved by  independent  legal
counsel  selected   by  the   Company)  or  paid  by  them  in
satisfaction of  a  judgment  in  any  such  action,  suit  or
proceeding, except  a judgment  based upon  a finding  of  bad
faith; provided  that upon the institution of any such action,
suit or  proceeding a  Committee member shall in writing, give
the Company  notice thereof  and an  opportunity, at  its  own
expense, to  handle and  defend the same before such Committee
member undertakes to handle and defend it on his own behalf.

                              31

          7.   Stock Options  may be  granted under  this Plan
form time  to time,  in substitution for stock options held by
employees of  other  corporations  who  are  about  to  become
employees of  the  Company  as  the  result  of  a  merger  or
consolidation of the employing corporation with the Company or
the acquisition  by the Company of the assets of the employing
corporation or  the acquisition by the Company of stock of the
employing corporation  as  a  result  of  which  it  become  a
subsidiary of  the Company.   The terms and conditions of such
substitute stock options so granted my vary from the terms and
conditions set  forth in this Plan to such extent as the Board
of Director  of the  Company at  the time  of grant  may  deem
appropriate to conform, in whole or in part, to the provisions
of the  stock options  in  substitution  for  which  they  are
granted, but no such variations shall be such as to affect the
status of  any such substitute stock options as a stock option
under Section 422A of the Code.

          8.   Notwithstanding anything to the contrary in the
Plan, if  the Committee  finds by  a majority vote, after full
consideration of  the facts  presented on  behalf of  both the
Company the  Optionee, that  the Optionee  has been engaged in
fraud, embezzlement,  theft, commission  of a felony or proven
dishonesty in  the course  of his association with the Company
or any subsidiary corporation which damaged the Company or any
subsidiary corporation, or for disclosing trade secrets of the
Company or  any subsidiary  corporation,  the  Optionee  shall
forfeit all unexercised Stock Options and all exercised NQSO's
under which the Company has not yet delivered the certificates
and which  have been  earlier  granted  the  Optionee  by  the
Committee.  The decision of the Committee as to the case of an
Optionee's discharge  and the damage done to the Company shall
be final.  No decision of the Committee, however, shall affect
the finality  of the discharge of such Optionee by the Company
or any  subsidiary corporation  in any  manner.   Further,  if
Optionee voluntarily  terminates employment  with the Company,
the Optionee shall forfeit all unexercised stock options.

                          ARTICLE XI
                      Written Agreement

          Each  Stock   Option  granted   hereunder  shall  be
embodied in  a written  Stock Option  Agreement which shall be
subject to the terms and conditions prescribed above and shall
be signed  by the  Optionee and  by the  President or any Vice
President of the Company, for and in the name and on behalf of
the Company.   Such  Stock Option Agreement shall contain such
other provisions  as the  Committee, in  its discretion  shall
deem advisable.

                         ARTICLE XII
                        Effective Date

                              32

          This Plan  shall become unconditionally effective as
of the  effective date of approval of the Plan by the Board of
Director of the Company.  No Stock Option may be granted later
than ten  (10) years  from the  effective date  of  the  Plan;
provided, however,  that the  Plan and  all outstanding  Stock
Options shall  remain in effect until such NQSO's have expired
or until such options are cancelled.

                              33

Number of Shares:                            Date of Grant:      
     

NON QUALIFYING STOCK OPTION AGREEMENT

     AGREEMENT made  this  _______  day  of  ________________,
19____, between  (the "Optionee"), and U.S. TECHNOLOGIES INC.,
a Delaware corporation (the "Company").

          1.   Grant of  Option.  The Company, pursuant to the
provisions of  the U.S.  Technologies Inc.  1996 Nonqualifying
Stock Option Plan (the "1996 Plan"), set forth as Attachment A
hereto, hereby  grants to  the Optionee,  subject to the terms
and conditions set froth or incorporated herein, an Option and
Purchase from  the Company  all or any part of an aggregate of
Common Shares,  as such  Common Shares are now constituted, at
the purchase price of $ per share.  The provisions of the 1996
Plan governing  the terms and conditions of the Option granted
hereby are incorporated in full herein by reference.

          2.   Exercise.  The Option evidenced hereby shall be
executable in  whole or  in part (but only in multiples of 100
Shares unless  such exercise is as to the remaining balance of
this Option)  on or  after and on or before, provided that the
cumulative number of Common Shares as to which this Option may
be exercised  (except as provided in paragraph 1 of Article VI
of this 1996 Plan) shall not exceed the following amounts:

         Cumulative Number                            Prior to
Date
          of Shares                     (Not Inclusive of)

The Option evidenced hereby shall be executable by the deliver
to and  receipt by  the Company  of (i)  a written  notice  of
election to  exercise, in  the form  set forth in Attachment B
hereto, specifying  the number of shares to be purchased; (ii)
accompanied by  payment of  the full purchase price thereof in
case or  certified check  payable to the order of the Company,
or by  fully-paid  and  nonassessable  Common  Shares  of  the
Company properly  endorsed  over  to  the  Company,  or  by  a

                              34

combination thereof; and, (iii) by return of this Stock Option
Agreement for  endorsement  of  exercise  by  the  Company  on
Schedule I  hereof.  In the event fully paid and nonassessable
Common Shares  are submitted  as whole  or partial payment for
Shares to  be purchased  hereunder, such Common Shares will be
valued at  their Fair  Market Value  (as defined  in the  1996
Plan) on  the date such Shares are received by the Company and
applied to payment of the exercise price.

                              35

          3.   Transferability.   The Option  evidenced hereby
is NOT  assignable or  transferable by the Optionee other than
by  the   Optionee's  will,   by  the   laws  of  descent  and
distribution, as  provided in  paragraph 9 of Article V of the
1996 Plan.   The  Option  shall  be  executable  only  by  the
Optionee during his lifetime.

                              U.S. TECHNOLOGIES INC.

                              BY:                           
                                   President

ATTEST:

                         
Secretary

          Optionee hereby  acknowledges receipt  of a  copy of
the 1996 Plan, attached hereto and accepts this Option subject
to each  and every  term and provision of such Plan.  Optionee
hereby agrees to accept as binding,  conclusive and final, all
decisions or  interpretations of the Compensation Committee of
the Board  of Directors  administering the  1996 Plan  on  any
questions arising  under such  Plan.  Optionee recognizes that
if Optionee's  employment with  the Company  or any subsidiary
thereof shall  be terminated  with cause,  or by the Optionee,
all  of   the  Optionee's  rights  hereunder  shall  thereupon
terminate; and  that, pursuant to paragraph 10 of Article V of
the 1996 Plan, this Option may not be exercised while there is
outstanding to  Optionee any unexercised Stock Option, granted
to Optionee  before the  date of  grant  of  this  Option,  to
purchase Common  Shares  of  the  Company  or  any  parent  or
subsidiary thereof.

Dated:                   

                                                            
                              Optionee

                                                            
                              Type or Print Name

                                                            
                              Address

                                                            

                              36

                                                            

                              Social Security No.:               
     

                              37

                         Attachment B
(Suggested form  of letter  to be  used  for  notification  of
election to exercise.)

                              Date

Secretary,
U.S. Technologies Inc.
1402 Industrial Blvd.
Lockhart, Texas   78644

Dear Sir:

     In accordance with paragraph 2 of the Nonqualifying Stock
Option Agreement  evidencing the Option granted to me on under
the U.S.  Technologies Inc.  1996 Nonqualifying  Stock  Option
Plan, I  hereby elect to exercise this Option to the extent of
Common Shares.

     Enclosed are (i) Certificate(s) No.(s)            
representing fully-paid  Common Shares  of  U.S.  Technologies
Inc. endorsed to the Company with signature guaranteed, and/or
a certified  check payable  to the  order of U.S. Technologies
Inc. in  the amount  of $ as the balance of the purchase price
of $  for the Shares which I have elected to purchase and (ii)
the original  Stock Option  Agreement for  endorsement by  the
Company as  to exercise  on Schedule I thereof.  I acknowledge
that the  Common Shares (if any) submitted as part payment for
the exercise price due hereunder will be valued by the Company
at their  Fair Market  Value (as  defined in the 1996 Plan) on
the date  this Option exercise is effected by the Company.  In
the event  I hereafter  sell any Common Shares issued pursuant
to this  option exercise  within one  year from  the  date  of
exercise or  within two  years after the date of grant of this
Option, I  agree to  notify the Company promptly of the amount
of taxable  compensation realized by me by reason of such sale
for Federal income tax purposes.

     When the  certificate for  Common  Shares  which  I  have
elected to  purchase has been issued, please deliver it to me,
along with  my endorsed  Stock Option  Agreement in  the event
there remains  an unexercised  balance  of  Shares  under  the
Option, at the following address:

                                                            

                                                            

                                                            
                              Signature of Optionee

                                                            

                              38

                              Type or Print Name

Optionee                      Date of Grant                 

                          SCHEDULE I

                                        Unexercised         Is
suing
            Shares       Payment          Shares       Officer
Date      Purchased      Received        Remaining          In
itials

                              39

                                                       EXHIBIT
24.1

                       CONSENT OF COUNSEL

I HEREBY  CONSENT to  the inclusion  of my name and references to
Jack D.  Bryant, Attorney at Law, beneath the caption "Opinion of
Counsel" in  the Prospectus  forming a  part of  the Registration
Statement and  to the  filing of a copy of our opinion as Exhibit
No. 5 thereto.

Dated this 12th day of November, 1996.

Yours truly,

Jack D. Bryant

                                34

                                                  EXHIBIT 24.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement of  U.S. Technologies  Inc. on  Form S-8  of our report
dated April 14, 1996, on our audits of the consolidated financial
statements and financial statement schedules of U.S. Technologies
Inc. and  Subsidiaries, as of December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993, which report is
included in  the Annual  Report on Form 10-K.  We also consent to
the reference to our firm under the caption "Experts."

                              BROWN, GRAHAM AND COMPANY P.C.

Georgetown, Texas
November 12, 1996

                                35

                           SIGNATURES

     Pursuant to  the requirements of the Securities Act of 1933,
as amended,   the  Registrant certifies  that it  has  reasonable
grounds to  believe that it meets all the requirements for filing
on Form  S-8 and  has duly  caused this Registration Statement or
Amendment thereto  be signed  on its  behalf by  the undersigned,
thereunto duly authorized, on the 12th day of November, 1996.

                             U.S. TECHNOLOGIES INC.
                                                                 
                                                                 
                                                                 
                                                                 
                             BY:s/ John V. Allen
                                John V. Allen
                                Chairman of the Board,
     

     Pursuant to  the requirements of the Securities Exchange Act
of 1933,  as amended,  this Registration  Statement or  Amendment
thereto  has   been  signed  by  the  following  persons  in  the
capacities and on the dates indicates.

Signature                    Title                Date

s/James Chen                Director         November 12, 1996   
James Chen

s/William Meehan                             President, Director 
November 12, 1996               
William Meehan         Acting Controller
               Acting Principal Accounting Officer          
               

                                36