<PAGE>
As Filed with the Securities and Exchange Commission on February 22, 1999.
                                                Registration Number 0-20101
---------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                           URECOATS INDUSTRIES INC.
            ------------------------------------------------------ 
            (Exact name of registrant as specified in its charter)

           Delaware                                          13-3545304
-------------------------------                        --------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                          Identification No.)

            4100 North Powerline Road, Suite F-1
            Pompano Beach, Florida                           33073
            ------------------------------------------------------
            (Address of Principal Executive Offices)    (Zip Code)

                            Urecoats Industries Inc.
         1999 Consultant and Employee Stock Purchase and Option Plan
         -----------------------------------------------------------
                          (Full title of the Plan)

                            Alfred V. Greco, P.C.
                        666 Fifth Avenue (14th Floor)
                          New York, New York 10103
                         Telephone:  (212) 246-6550
        -------------------------------------------------------------   
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
                                   maximum       maximum
Title of                           offering      aggregate     Amount of
securities to     Amount to be     price per     offering      registration
be registered     registered       share (a)     price (a)     fee (a)
--------------    ------------     ---------     ----------    ------------
Common Stock
$.01 par value     8,000,000         $ .50       $4,000,000     $ 1,112.00
 
(a)  estimated solely for purposes of computing filing fee.




                              Page 1 of 20
<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1:  Plan Information.

The information required by Part I is included in documents to be sent or
given to the participants.


ITEM 2:  Registration Information and Employee Plan Annual Information.

Upon written or oral request, Urecoats Industries Inc., a Delaware
corporation (the "registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
registration statement, which are incorporated by reference in the Section
10(a) prospectus, and all other documents required to be delivered to
employees pursuant to Rule 428(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act").  All requests should be made to
Urecoats Industries Inc., attn:  Larry T. Clemons, President, 4100 North
Powerline Road, Suite F-1, Pompano Beach, Florida  33073, telephone number
(954)977-5428.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3:  Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this registration
statement by reference:

     (a)  The registrant's latest annual report on Form 10-KSB.
     (b)  All other reports filed by the registrant pursuant to
          sections 13(a) or 15(d) of the Securities Exchange Act of 1934
          (the "Exchange Act") since the end of the year covered by the
          Form 10-KSB referred to in (a) above.
     (c)  Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                              Page 2 of 20
<PAGE>
ITEM 4:  Description of Securities.

The registrant is authorized to issue One Hundred Million (100,000,000)
shares of Common Stock. The par value of each of said shares is $.01. All
such shares are of one class, which shares of Common Stock have full voting
and dividend rights (subject to such preferential dividend rights as may be
applicable to shares of Preferred Stock) but without cumulative voting
rights or any pre-emptive rights.


ITEM 5:  Interests of Named Experts and Counsel.

Not Applicable


ITEM 6:  Indemnification of Directors and Officers.

The registrant's Restated Certificate of Incorporation generally provides
For the maximum indemnification of a corporation's officers and directors
As permitted by law in the State of Delaware.  Delaware law empowers a
corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in the case of an action by or in the right of the
corporation, by reason of the fact that he or she 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 or other enterprise.  Depending on the character of
the proceeding, a corporation may indemnify against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was
unlawful.

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 or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she 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 or other enterprise, against expenses, including
amounts paid in settlement and attorney's fees actually and reasonably
incurred by him or her in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests
of the corporation.  Indemnification may not be made for any claim issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
 
                              Page 3 of 20
<PAGE>
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for which
expenses as the court deems proper.

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 above, or in defense of any claim, issue or
matter therein, he or she must be indemnified by the corporation against
expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense.  Any indemnification under this
section, unless ordered by a court or advanced pursuant to this section,
must 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. The determination must
be made: (a) by the stockholders; (b) by the board of directors by
majority vote or a quorum consisting of directors who were not parties to
the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion;
or (d) if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

The restated certificate of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the
corporation.  The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) does not exclude any other rights
to which a person seeking indemnification or advancement or expenses may
be entitled under the articles of incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, for either
an action in his or her official capacity or an action in another capacity
while holding his or her office, except that indemnification, unless
ordered by a court pursuant to this section or for the advancement of any
director or officer if a final adjudication establishes that his or her
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and
administrators of such a person.






                              Page 4 of 20
<PAGE>
ITEM 7:  Exemption From Registration Claimed.

Not Applicable


ITEM 8:  Exhibits.

The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.


ITEM 9:  Undertakings.

(a)  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:

          (i)    To include any prospectus required by Section 10(a)(3) of
                 the Securities Act;

          (ii)   To reflect in the prospectus any facts or events arising
                 after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof)
                 which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

          (iii)  To include any material information with respect to the
                 plan of distribution not previously disclosed in the
                 registration statement or any material change to such
                 information in the registration statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
          above do not apply if the registration statement is on Form S-3,
          Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the registrant pursuant to section 13 or section
          15(d) of the Exchange Act that are incorporated by reference in
          the registration statement.
          
     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide
          offering thereof.

     (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.



                              Page 5 of 20
<PAGE>     
(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to section 13(a) or section
     15(d) of the Exchange Act (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to section 15(d) of
     the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(h)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, the
     Registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person in the successful defense of any action,
     suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,
     the Registrant will, unless in the opinion of its counsel the matter
     has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.



























                              Page 6 of 20
<PAGE>

                              SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pompano Beach, State of Florida,
on February 19, 1999.

URECOATS INDUSTRIES INC.
     (Registrant)


By: /s/ Larry T. Clemons
    -------------------------------
    Mr. Larry T. Clemons - President


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

          Name                     Capacities                 Date
------------------------    ------------------------    -----------------

/s/ Richard J. Kurtz        Chairman of the Board       February 19, 1999
------------------------     
Mr. Richard J. Kurtz


/s/ Edgar M. Reynolds       Vice President,             February 19, 1999
------------------------    Treasurer and Director
Mr. Edgar M. Reynolds


/s/ Howard Weiser           Secretary and Director      February 19, 1999
------------------------
Mr. Howard Weiser


/s/ David M. Goldblatt      Director                    February 19, 1999
------------------------
Mr. David M. Goldblatt


/S/ Stuart B. Krost         Director                    February 19, 1999
------------------------
Mr. Stuart B. Krost


/ /                         Director                    February 19, 1999
------------------------
Mr. Charles A. Gargano


                              Page 7 of 20
<PAGE>

The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pompano Beach, State
of Florida, on February 19, 1999.

1999 CONSULTANT AND EMPLOYEE STOCK PURCHASE AND OPTION PLAN
                          (Plan)


By: /s/ Howard Weiser
    -------------------------------
    Mr. Howard Weiser
    Secretary


By: /s/ Edgar M. Reynolds
    -------------------------------
    Mr. Edgar M. Reynolds
    Treasurer


































                              Page 8 of 20
<PAGE>

                              EXHIBIT INDEX

                                                         Page in Sequential
Exhibit                                                     Number System
-----------------------------------------------------    ------------------
(1)   Not Applicable
(2)   Not Applicable
(3)   Not Applicable
(4)   Instruments defining the rights of security
      holders, including indentures.
      (i)  Excerpts of the Company's Restated
           Certificate of Incorporation, as amended.             10-12
      (ii) Excerpts of the Company's By-Laws, as
           amended.                                              13-18
(5)   Opinion on legality.
      (i)  Consent and Opinion of Alfred V. Greco, PC               19
(6)   Not Applicable
(7)   Not Applicable
(8)   Not Applicable
(9)   Not Applicable
(10)  Not Applicable
(11)  Not Applicable
(12)  Not Applicable
(13)  Not Applicable
(14)  Not Applicable
(15)  Not Applicable
(16)  Not Applicable
(17)  Not Applicable
(18)  Not Applicable
(19)  Not Applicable
(20)  Not Applicable
(21)  Not Applicable
(22)  Not Applicable
(23)  Consent of experts and Counsel
      (i)  Consent of Joel S. Baum, CPA, PA                         20
      (ii) Consent of Alfred V. Greco, PC                
           (included in (5) above)                                  19
(24)  Not Applicable
(25)  Not Applicable
(26)  Not Applicable
(27)  Not Applicable
(28)  Not Applicable
(99)  Not Applicable











                              Page 9 of 20
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR URECOATS INTERNATIONAL INC.", "secsgml_size_bytes": 19771}]
{"company-data": {"conformed-name": "URECOATS INDUSTRIES INC", "cik": "0000875296", "assigned-sic": "6794", "irs-number": "133545304", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72723", "film-number": "99546755"}, "business-address": {"street1": "4100 NORTH POWERLINE ROAD", "street2": "SUITE F-1", "city": "POMPANO BEACH", "state": "FL", "zip": "33073", "phone": "9549775428"}, "mail-address": {"street1": "4100 NORTH POWERLINE ROAD", "street2": "SUITE F-1", "city": "POMPANO BEACH", "state": "FL", "zip": "33073"}, "former-company": {"former-conformed-name": "WINNERS ALL INTERNATIONAL INC", "date-changed": "19931109"}}
As Filed with the Securities and Exchange Commission on February 22, 1999.
                                                Registration Number 0-20101
---------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                           URECOATS INDUSTRIES INC.
            ------------------------------------------------------ 
            (Exact name of registrant as specified in its charter)

           Delaware                                          13-3545304
-------------------------------                        --------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                          Identification No.)

            4100 North Powerline Road, Suite F-1
            Pompano Beach, Florida                           33073
            ------------------------------------------------------
            (Address of Principal Executive Offices)    (Zip Code)

                            Urecoats Industries Inc.
         1999 Consultant and Employee Stock Purchase and Option Plan
         -----------------------------------------------------------
                          (Full title of the Plan)

                            Alfred V. Greco, P.C.
                        666 Fifth Avenue (14th Floor)
                          New York, New York 10103
                         Telephone:  (212) 246-6550
        -------------------------------------------------------------   
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
                                   maximum       maximum
Title of                           offering      aggregate     Amount of
securities to     Amount to be     price per     offering      registration
be registered     registered       share (a)     price (a)     fee (a)
--------------    ------------     ---------     ----------    ------------
Common Stock
$.01 par value     8,000,000         $ .50       $4,000,000     $ 1,112.00
 
(a)  estimated solely for purposes of computing filing fee.

                              Page 1 of 20
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  Plan Information.

The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:  Registration Information and Employee Plan Annual Information.

Upon written or oral request, Urecoats Industries Inc., a Delaware
corporation (the "registrant") will provide, without charge, a copy of
all documents incorporated by reference in Item 3 of Part II of this
registration statement, which are incorporated by reference in the Section
10(a) prospectus, and all other documents required to be delivered to
employees pursuant to Rule 428(b) promulgated under the Securities Act of
1933, as amended (the "Securities Act").  All requests should be made to
Urecoats Industries Inc., attn:  Larry T. Clemons, President, 4100 North
Powerline Road, Suite F-1, Pompano Beach, Florida  33073, telephone number
(954)977-5428.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this registration
statement by reference:

     (a)  The registrant's latest annual report on Form 10-KSB.
     (b)  All other reports filed by the registrant pursuant to
          sections 13(a) or 15(d) of the Securities Exchange Act of 1934
          (the "Exchange Act") since the end of the year covered by the
          Form 10-KSB referred to in (a) above.
     (c)  Not Applicable.

All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been
sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                              Page 2 of 20
ITEM 4:  Description of Securities.

The registrant is authorized to issue One Hundred Million (100,000,000)
shares of Common Stock. The par value of each of said shares is $.01. All
such shares are of one class, which shares of Common Stock have full voting
and dividend rights (subject to such preferential dividend rights as may be
applicable to shares of Preferred Stock) but without cumulative voting
rights or any pre-emptive rights.

ITEM 5:  Interests of Named Experts and Counsel.

Not Applicable

ITEM 6:  Indemnification of Directors and Officers.

The registrant's Restated Certificate of Incorporation generally provides
For the maximum indemnification of a corporation's officers and directors
As permitted by law in the State of Delaware.  Delaware law empowers a
corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in the case of an action by or in the right of the
corporation, by reason of the fact that he or she 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 or other enterprise.  Depending on the character of
the proceeding, a corporation may indemnify against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was
unlawful.

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 or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she 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 or other enterprise, against expenses, including
amounts paid in settlement and attorney's fees actually and reasonably
incurred by him or her in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests
of the corporation.  Indemnification may not be made for any claim issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
 
                              Page 3 of 20
determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for which
expenses as the court deems proper.

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 above, or in defense of any claim, issue or
matter therein, he or she must be indemnified by the corporation against
expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense.  Any indemnification under this
section, unless ordered by a court or advanced pursuant to this section,
must 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. The determination must
be made: (a) by the stockholders; (b) by the board of directors by
majority vote or a quorum consisting of directors who were not parties to
the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion;
or (d) if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.

The restated certificate of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the
corporation.  The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors
or officers may be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) does not exclude any other rights
to which a person seeking indemnification or advancement or expenses may
be entitled under the articles of incorporation or any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, for either
an action in his or her official capacity or an action in another capacity
while holding his or her office, except that indemnification, unless
ordered by a court pursuant to this section or for the advancement of any
director or officer if a final adjudication establishes that his or her
acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action; and (b)
continues for a person who has ceased to be a director, officer, employee
or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

                              Page 4 of 20
ITEM 7:  Exemption From Registration Claimed.

Not Applicable

ITEM 8:  Exhibits.

The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9:  Undertakings.

(a)  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:

          (i)    To include any prospectus required by Section 10(a)(3) of
                 the Securities Act;

          (ii)   To reflect in the prospectus any facts or events arising
                 after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof)
                 which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

          (iii)  To include any material information with respect to the
                 plan of distribution not previously disclosed in the
                 registration statement or any material change to such
                 information in the registration statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
          above do not apply if the registration statement is on Form S-3,
          Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the registrant pursuant to section 13 or section
          15(d) of the Exchange Act that are incorporated by reference in
          the registration statement.
          
     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide
          offering thereof.

     (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.

                              Page 5 of 20
(b)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to section 13(a) or section
     15(d) of the Exchange Act (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to section 15(d) of
     the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(h)  Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, the
     Registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable.  In the event that a
     claim for indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person in the successful defense of any action,
     suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,
     the Registrant will, unless in the opinion of its counsel the matter
     has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Securities Act and
     will be governed by the final adjudication of such issue.

                              Page 6 of 20
SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pompano Beach, State of Florida,
on February 19, 1999.

URECOATS INDUSTRIES INC.
     (Registrant)

By: /s/ Larry T. Clemons
    -------------------------------
    Mr. Larry T. Clemons - President

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

          Name                     Capacities                 Date
------------------------    ------------------------    -----------------

/s/ Richard J. Kurtz        Chairman of the Board       February 19, 1999
------------------------     
Mr. Richard J. Kurtz

/s/ Edgar M. Reynolds       Vice President,             February 19, 1999
------------------------    Treasurer and Director
Mr. Edgar M. Reynolds

/s/ Howard Weiser           Secretary and Director      February 19, 1999
------------------------
Mr. Howard Weiser

/s/ David M. Goldblatt      Director                    February 19, 1999
------------------------
Mr. David M. Goldblatt

/S/ Stuart B. Krost         Director                    February 19, 1999
------------------------
Mr. Stuart B. Krost

/ /                         Director                    February 19, 1999
------------------------
Mr. Charles A. Gargano

                              Page 7 of 20
The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pompano Beach, State
of Florida, on February 19, 1999.

1999 CONSULTANT AND EMPLOYEE STOCK PURCHASE AND OPTION PLAN
                          (Plan)

By: /s/ Howard Weiser
    -------------------------------
    Mr. Howard Weiser
    Secretary

By: /s/ Edgar M. Reynolds
    -------------------------------
    Mr. Edgar M. Reynolds
    Treasurer

                              Page 8 of 20
EXHIBIT INDEX

                                                         Page in Sequential
Exhibit                                                     Number System
-----------------------------------------------------    ------------------
(1)   Not Applicable
(2)   Not Applicable
(3)   Not Applicable
(4)   Instruments defining the rights of security
      holders, including indentures.
      (i)  Excerpts of the Company's Restated
           Certificate of Incorporation, as amended.             10-12
      (ii) Excerpts of the Company's By-Laws, as
           amended.                                              13-18
(5)   Opinion on legality.
      (i)  Consent and Opinion of Alfred V. Greco, PC               19
(6)   Not Applicable
(7)   Not Applicable
(8)   Not Applicable
(9)   Not Applicable
(10)  Not Applicable
(11)  Not Applicable
(12)  Not Applicable
(13)  Not Applicable
(14)  Not Applicable
(15)  Not Applicable
(16)  Not Applicable
(17)  Not Applicable
(18)  Not Applicable
(19)  Not Applicable
(20)  Not Applicable
(21)  Not Applicable
(22)  Not Applicable
(23)  Consent of experts and Counsel
      (i)  Consent of Joel S. Baum, CPA, PA                         20
      (ii) Consent of Alfred V. Greco, PC                
           (included in (5) above)                                  19
(24)  Not Applicable
(25)  Not Applicable
(26)  Not Applicable
(27)  Not Applicable
(28)  Not Applicable
(99)  Not Applicable

                              Page 9 of 20