<PAGE>
<PAGE>

As filed with the Securities and Exchange Commission on August ___, 1996.

                                    Registration No. 333-________
          ____________________________________________

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

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

         _____________________________________________

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

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

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

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

                   (Full title of the Plans)
         ______________________________________________

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

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

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

                     CALCULATION OF REGISTRATION FEE


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

Common, Stock    300,000    $ 13.000  $3,900,000  $  1,344.83
Par Value         (1)(2)         
$.01 Per Share

Total                                 $3,900,000  $  1,344.83

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

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

(3)  Estimated   solely  for  the  purpose  of  calculating   the
     registration  fee and based on no less than the  average  of
     the  closing  high bid and low asked price of the  Company's
     Common Stock on NASDAQ on August 16, 1996.

                                2
PAGE
<PAGE>
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
          -----------------------------------------------

          Incorporated hereby by reference and made a part hereof
is  the Company's Annual Report on Form 10-K for the fiscal  year
ended February 29, 1996, Form 8-K dated May 24, 1996, as amended,
and  Form  10-Q  for the quarter ended May 31, 1996,  as  and  if
amended,  filed under the Securities Exchange Act  of  1934  (the
"Exchange  Act"),  Form 8-A which was declared effective  by  the
Securities  and  Exchange  Commission registering  the  Company's
Common  Stock  under  Section 12 of  the  Exchange  Act  and  all
documents subsequently filed by the Company pursuant to  Sections
13(a),  13(c),  14, or 15(d) of the Exchange  Act  prior  to  the
filing  of  a post-effective amendment which indicates  that  all
securities  offered  have  been sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be a part hereof from the date of filing such documents.

Item 4.   DESCRIPTION OF SECURITIES
          -------------------------

          Not applicable.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL
          -------------------------------------

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

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

Limitation of Directors' Liability.
- -----------------------------------

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

                                3
PAGE
<PAGE>
breaches of fiduciary duties under Delaware corporate law and not
for violations of other laws such as the federal securities laws.
As  a result of the inclusion of such provision, stockholders may
be  unable  to  recover  monetary damages against  directors  for
actions  taken  by  them  that  constitute  negligence  or  gross
negligence  or  that are in violation of their fiduciary  duties,
although  it  may  be  possible to  obtain  injunctive  or  other
equitable relief with respect to such actions.  The inclusion  of
this provision in the Company's Certificate of Incorporation  may
have   the  effect  of  reducing  the  likelihood  of  derivative
litigation  against  directors,  and  may  discourage  or   deter
stockholders  or  Management  from  bringing  a  lawsuit  against
directors for breach of their duty of care, even though  such  an
action,  if  successful,  might  otherwise  have  benefitted  the
Company and its stockholders.

Indemnification.
- ----------------

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

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

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

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------
          Not applicable.


                                5
PAGE
<PAGE>
Item 8.   EXHIBITS
          --------

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

          Exhibit No.                   Document
          -----------                   --------
              5               Opinion of Lester Morse
                              P.C. re legality of shares of
                              Common Stock being registered.*

             23.1             Consent of Deloitte & Touche LLP*

             23.2             Consent of Coopers & Lybrand L.L.P.*

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

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

             99.2             1995 Amendment to 1993 Stock Option Plan.*
_______________
*Filed herewith

Item 9.   UNDERTAKINGS
          ------------

A.   To Update Annually
     ------------------

           The undersigned registrant hereby undertakes (1) other
than as provided in the proviso to item 512(a) of Regulation S-K,
to  file,  during any period in which offers or sales  are  being
made,  a  post-effective amendment to this registration statement
(a) to include any prospectus required by Section 10(a)(3) of the
Securities  Act, (b) to reflect in the prospectus  any  facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement,  and  (c)  to  include any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information  in  the registration; (2) that for  the  purpose  of
determining  any liability under the Securities  Act,  each  such
post-effective amendment that contains a form of prospectus shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at  the time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a  post-
effective amendment any of the securities being registered  which

                                6
PAGE
<PAGE>
remain unsold at the termination of the offering.


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

      The  undersigned  registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

C.   Indemnification of Officers and Directors
     -----------------------------------------

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

                                7
PAGE
<PAGE>
  
      Pursuant  to the requirements of the Securities  Act  of
1933, this Form S-3 Registration Statement has been signed  by
the  following  persons in the capacities  and  on  the  dates
indicated.

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

      /s/ George Rubin       Chairman of the Board,          August 16,
      -----------------      Secretary and Director             1996
        George Rubin   
                                                                  
     /s/ Morry F. Rubin      President, Chief Executive      August 16,
     ------------------      Officer, Treasurer and             1996
       Morry F. Rubin        Director

    /s/ Richard L. Pruitt    Vice President, Principal       August 16,
    ---------------------    Accounting Officer and             1996
     Richard L. Pruitt       Director
                                                                  
      /s/ Wayne Crosby       Chief Financial Officer         August 16,
      ----------------                                          1996
        Wayne Crosby  
                                                                  
  /s/ Richard S. Greenberg   Director                        August 16,
  ------------------------                                      1996
    Richard S. Greenberg  
                                                                  
                                                                  
    /s/ Julia S. Heckman     Director                        August 16,
    --------------------                                        1996
      Julia S. Heckman



                                A-2               
PAGE
<PAGE>
  
                               EXHIBIT 5
  
                    OPINION OF LESTER MORSE P.C.
      RE: LEGALITY OF SHARES OF COMMON STOCK BEING REGISTERED
                         LESTER MORSE P.C.
                   111 Great Neck Road, Suite 420
                        Great Neck, NY 11021
                      Telephone (516) 487-1446
                     Telecopier (516) 487-1452
  Exhibit 5
  
  ATC Environmental Inc.                           August 13, 1996
  104 East 25th Street, 10th Floor
  New York, NY  10010
  
  Re:  Registration Statement on Form S-8
       of ATC Environmental Inc.
       ----------------------------------

  Gentlemen:
  
        You  have  requested our opinion as  counsel  for  ATC
  Environmental, Inc., a Delaware corporation (the "Company"),
  in  connection with the Registration Statement on  Form  S-8
  (the "Registration Statement") filed by the Company with the
  Securities and Exchange Commission (the "Commission")  under
  the  Securities  Act  of 1933 (the "Act')  with  respect  to
  shares  (the "Shares") of Common Stock, par value  $.01  per
  share,  of the Company which may be issued pursuant  to  the
  exercise  of  options  granted or to be  granted  under  the
  Company's 1993 Incentive and Non-Statutory Stock Option Plan
  (the "Plan").
  
        We  have  examined  such corporate records  and  other
  documents and have made such examination of law as  we  have
  deemed relevant in connection with this opinion.
  
        Based  upon the foregoing, we advise you that  in  our
  opinion  each  authorized but unissued Share issued  by  the
  Company  in  accordance with the terms  of  the  Plan,  upon
  exercise of options properly granted or to be granted  under
  such  Plan, is duly authorized, and, when (a) the applicable
  provisions of such "blue sky" and securities laws as may  be
  applicable  have been complied with and (b) each such  Share
  has  been  delivered in accordance with the  terms  of  such
  Plan,  assuming no change in the applicable law or pertinent
  facts,  each such Share will be legally issued, fully  paid,
  and nonassessable.
  
        We hereby consent to the filing of this opinion as  an
  exhibit  to  the  Registration  Statement,  and  we  further
  consent  to  the use of our name therein under  the  caption
  "Interests of Named Experts and Counsel," in Part II of  the
  Registration Statement.  In giving this consent, we  do  not
  thereby  admit that we are in the category of persons  whose
  consent is required under Section 7 of the Act or the  rules
  and regulations of the Commission thereunder.
  
                                     Very truly yours,
  
                                     LESTER MORSE P.C.
  
                                     Steven Morse
                                A-4  
PAGE
<PAGE>
  
                            EXHIBIT 23.1
  
                    CONSENT OF DELOITTE & TOUCHE  LLP
  


                                A-5
PAGE
<PAGE>

  INDEPENDENT AUDITORS' CONSENT
  
  We  consent   to   the  incorporation  by  reference in this
  Registration  Statement ATC  Environmental Inc. on  Form S-8
  of our report dated May 6, 1996 (May  28, 1996 as to Note M)
  appearing in the Annual  Report  on  Form  10-K, as amended,
  of ATC Environmental Inc. for  the  year  ended February 29,
  1996, and our report  dated  April  26,  1996  on  financial
  statements  of  3D Information Services  appearing  on  Form
  8-K  dated  May   24,  1996,  as  amended,  incorporated  by
  reference herein.
  
  Deloitte & Touche LLP
  
  Omaha, Nebraska
  August 16, 1996

                                A-6
PAGE
<PAGE>
  
                            EXHIBIT 23.2
  
                 CONSENT OF COOPERS AND LYBRAND  L.L.P
  


                                A-7
PAGE
<PAGE>

  Consent of Independent Accountants
  
  We  consent  to  the  incorporation by reference  in  this
  Registration  Statement of ATC Environmental,  Inc.  (ATC)
  on  Form S-8 (File No. 333-0000) of our report dated March
  15,  1996 (May 23, 1996 as to Notes 1 and 5) on our audits
  of  the  consolidated  financial  statements  of  American
  Testing  and  Engineering Corporation as of  December  31,
  1995  and 1994, and for the years then ended, and  of  our
  report  dated March 31, 1995 (May 4, 1995 as to  Note  4),
  on  our audits of the consolidated financial statements of
  American  Testing  and  Engineering  Corporation   as   of
  December 31, 1994 and 1993 and September 30, 1993 and  for
  the  year ended December 31, 1994, the three months  ended
  December 31, 1993, and the year ended September 30,  1993,
  incorporated by reference herein to ATC's report  on  Form
  8-K dated May 24, 1996, as amended.
  

  Coopers & Lybrand L.L.P.

  Indianapolis, Indiana
  August 16, 1996

                                A-8
PAGE
<PAGE>
  
                          EXHIBIT 99.2
                                
               AMENDMENT TO 1993 STOCK OPTION PLAN


                                A-9
PAGE
<PAGE>
  
  
                AMENDMENT TO 1993 STOCK OPTION PLAN
  
  
       Section 3 of the 1993 Incentive and Non-Statutory Stock
  Option Plan is amended to read as follows:
  
       3.   Stock Subject to Plan.
            ----------------------
  
       Subject to the provisions of paragraph 12 hereof, there
  shall be reserved for issuance or transfer upon the exercise
  of Options to be granted from time to time Under the Plan an
  aggregate  of  500,000 shares of Common Stock, which  shares
  may be in whole or in part, as the Board of Directors of the
  Company  shall  from time to time determine, authorized  and
  unissued  shares of Common Stock or issued shares  of  Stock
  which  shall  have been reacquired by the Company.   If  any
  Option granted under the Plan shall expire or terminate  for
  any  reason  without  having been  exercised  in  full,  the
  unpurchased shares subject thereto shall again be  available
  for the purposes of the Plan.

                                A-10
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26137}]
{"company-data": {"conformed-name": "ATC ENVIRONMENTAL INC", "cik": "0000828828", "assigned-sic": "8734", "irs-number": "460399408", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10547", "film-number": "96618674"}, "business-address": {"street1": "104 E 25TH ST 10TH FLR", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2123538280"}, "mail-address": {"street1": "104 EAST 25TH STREET", "street2": "10TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
As filed with the Securities and Exchange Commission on August ___, 1996.

                                    Registration No. 333-________
          ____________________________________________

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

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

         _____________________________________________

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

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

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

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

                   (Full title of the Plans)
         ______________________________________________

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

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

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

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

Common, Stock    300,000    $ 13.000  $3,900,000  $  1,344.83
Par Value         (1)(2)         
$.01 Per Share

Total                                 $3,900,000  $  1,344.83

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

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

(3)  Estimated   solely  for  the  purpose  of  calculating   the
     registration  fee and based on no less than the  average  of
     the  closing  high bid and low asked price of the  Company's
     Common Stock on NASDAQ on August 16, 1996.

                                2
PAGE
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
          -----------------------------------------------

          Incorporated hereby by reference and made a part hereof
is  the Company's Annual Report on Form 10-K for the fiscal  year
ended February 29, 1996, Form 8-K dated May 24, 1996, as amended,
and  Form  10-Q  for the quarter ended May 31, 1996,  as  and  if
amended,  filed under the Securities Exchange Act  of  1934  (the
"Exchange  Act"),  Form 8-A which was declared effective  by  the
Securities  and  Exchange  Commission registering  the  Company's
Common  Stock  under  Section 12 of  the  Exchange  Act  and  all
documents subsequently filed by the Company pursuant to  Sections
13(a),  13(c),  14, or 15(d) of the Exchange  Act  prior  to  the
filing  of  a post-effective amendment which indicates  that  all
securities  offered  have  been sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be a part hereof from the date of filing such documents.

Item 4.   DESCRIPTION OF SECURITIES
          -------------------------

          Not applicable.

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL
          -------------------------------------

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

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

Limitation of Directors' Liability.
- -----------------------------------

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

                                3
PAGE
breaches of fiduciary duties under Delaware corporate law and not
for violations of other laws such as the federal securities laws.
As  a result of the inclusion of such provision, stockholders may
be  unable  to  recover  monetary damages against  directors  for
actions  taken  by  them  that  constitute  negligence  or  gross
negligence  or  that are in violation of their fiduciary  duties,
although  it  may  be  possible to  obtain  injunctive  or  other
equitable relief with respect to such actions.  The inclusion  of
this provision in the Company's Certificate of Incorporation  may
have   the  effect  of  reducing  the  likelihood  of  derivative
litigation  against  directors,  and  may  discourage  or   deter
stockholders  or  Management  from  bringing  a  lawsuit  against
directors for breach of their duty of care, even though  such  an
action,  if  successful,  might  otherwise  have  benefitted  the
Company and its stockholders.

Indemnification.
- ----------------

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

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

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

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

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------
          Not applicable.

                                5
PAGE
Item 8.   EXHIBITS
          --------

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

          Exhibit No.                   Document
          -----------                   --------
              5               Opinion of Lester Morse
                              P.C. re legality of shares of
                              Common Stock being registered.*

             23.1             Consent of Deloitte & Touche LLP*

             23.2             Consent of Coopers & Lybrand L.L.P.*

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

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

             99.2             1995 Amendment to 1993 Stock Option Plan.*
_______________
*Filed herewith

Item 9.   UNDERTAKINGS
          ------------

A.   To Update Annually
     ------------------

           The undersigned registrant hereby undertakes (1) other
than as provided in the proviso to item 512(a) of Regulation S-K,
to  file,  during any period in which offers or sales  are  being
made,  a  post-effective amendment to this registration statement
(a) to include any prospectus required by Section 10(a)(3) of the
Securities  Act, (b) to reflect in the prospectus  any  facts  or
events  arising  after  the effective date  of  the  registration
statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  registration
statement,  and  (c)  to  include any material  information  with
respect  to the plan of distribution not previously disclosed  in
the  registration  statement  or  any  material  change  to  such
information  in  the registration; (2) that for  the  purpose  of
determining  any liability under the Securities  Act,  each  such
post-effective amendment that contains a form of prospectus shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at  the time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a  post-
effective amendment any of the securities being registered  which

                                6
PAGE
remain unsold at the termination of the offering.

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

      The  undersigned  registrant hereby  undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

C.   Indemnification of Officers and Directors
     -----------------------------------------

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

                                7
PAGE
Pursuant  to the requirements of the Securities  Act  of
1933, this Form S-3 Registration Statement has been signed  by
the  following  persons in the capacities  and  on  the  dates
indicated.

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

      /s/ George Rubin       Chairman of the Board,          August 16,
      -----------------      Secretary and Director             1996
        George Rubin   
                                                                  
     /s/ Morry F. Rubin      President, Chief Executive      August 16,
     ------------------      Officer, Treasurer and             1996
       Morry F. Rubin        Director

    /s/ Richard L. Pruitt    Vice President, Principal       August 16,
    ---------------------    Accounting Officer and             1996
     Richard L. Pruitt       Director
                                                                  
      /s/ Wayne Crosby       Chief Financial Officer         August 16,
      ----------------                                          1996
        Wayne Crosby  
                                                                  
  /s/ Richard S. Greenberg   Director                        August 16,
  ------------------------                                      1996
    Richard S. Greenberg  
                                                                  
                                                                  
    /s/ Julia S. Heckman     Director                        August 16,
    --------------------                                        1996
      Julia S. Heckman

                                A-2               
PAGE
EXHIBIT 5
  
                    OPINION OF LESTER MORSE P.C.
      RE: LEGALITY OF SHARES OF COMMON STOCK BEING REGISTERED
                         LESTER MORSE P.C.
                   111 Great Neck Road, Suite 420
                        Great Neck, NY 11021
                      Telephone (516) 487-1446
                     Telecopier (516) 487-1452
  Exhibit 5
  
  ATC Environmental Inc.                           August 13, 1996
  104 East 25th Street, 10th Floor
  New York, NY  10010
  
  Re:  Registration Statement on Form S-8
       of ATC Environmental Inc.
       ----------------------------------

  Gentlemen:
  
        You  have  requested our opinion as  counsel  for  ATC
  Environmental, Inc., a Delaware corporation (the "Company"),
  in  connection with the Registration Statement on  Form  S-8
  (the "Registration Statement") filed by the Company with the
  Securities and Exchange Commission (the "Commission")  under
  the  Securities  Act  of 1933 (the "Act')  with  respect  to
  shares  (the "Shares") of Common Stock, par value  $.01  per
  share,  of the Company which may be issued pursuant  to  the
  exercise  of  options  granted or to be  granted  under  the
  Company's 1993 Incentive and Non-Statutory Stock Option Plan
  (the "Plan").
  
        We  have  examined  such corporate records  and  other
  documents and have made such examination of law as  we  have
  deemed relevant in connection with this opinion.
  
        Based  upon the foregoing, we advise you that  in  our
  opinion  each  authorized but unissued Share issued  by  the
  Company  in  accordance with the terms  of  the  Plan,  upon
  exercise of options properly granted or to be granted  under
  such  Plan, is duly authorized, and, when (a) the applicable
  provisions of such "blue sky" and securities laws as may  be
  applicable  have been complied with and (b) each such  Share
  has  been  delivered in accordance with the  terms  of  such
  Plan,  assuming no change in the applicable law or pertinent
  facts,  each such Share will be legally issued, fully  paid,
  and nonassessable.
  
        We hereby consent to the filing of this opinion as  an
  exhibit  to  the  Registration  Statement,  and  we  further
  consent  to  the use of our name therein under  the  caption
  "Interests of Named Experts and Counsel," in Part II of  the
  Registration Statement.  In giving this consent, we  do  not
  thereby  admit that we are in the category of persons  whose
  consent is required under Section 7 of the Act or the  rules
  and regulations of the Commission thereunder.
  
                                     Very truly yours,
  
                                     LESTER MORSE P.C.
  
                                     Steven Morse
                                A-4  
PAGE
EXHIBIT 23.1
  
                    CONSENT OF DELOITTE & TOUCHE  LLP
  

                                A-5
PAGE
INDEPENDENT AUDITORS' CONSENT
  
  We  consent   to   the  incorporation  by  reference in this
  Registration  Statement ATC  Environmental Inc. on  Form S-8
  of our report dated May 6, 1996 (May  28, 1996 as to Note M)
  appearing in the Annual  Report  on  Form  10-K, as amended,
  of ATC Environmental Inc. for  the  year  ended February 29,
  1996, and our report  dated  April  26,  1996  on  financial
  statements  of  3D Information Services  appearing  on  Form
  8-K  dated  May   24,  1996,  as  amended,  incorporated  by
  reference herein.
  
  Deloitte & Touche LLP
  
  Omaha, Nebraska
  August 16, 1996

                                A-6
PAGE
EXHIBIT 23.2
  
                 CONSENT OF COOPERS AND LYBRAND  L.L.P
  

                                A-7
PAGE
Consent of Independent Accountants
  
  We  consent  to  the  incorporation by reference  in  this
  Registration  Statement of ATC Environmental,  Inc.  (ATC)
  on  Form S-8 (File No. 333-0000) of our report dated March
  15,  1996 (May 23, 1996 as to Notes 1 and 5) on our audits
  of  the  consolidated  financial  statements  of  American
  Testing  and  Engineering Corporation as of  December  31,
  1995  and 1994, and for the years then ended, and  of  our
  report  dated March 31, 1995 (May 4, 1995 as to  Note  4),
  on  our audits of the consolidated financial statements of
  American  Testing  and  Engineering  Corporation   as   of
  December 31, 1994 and 1993 and September 30, 1993 and  for
  the  year ended December 31, 1994, the three months  ended
  December 31, 1993, and the year ended September 30,  1993,
  incorporated by reference herein to ATC's report  on  Form
  8-K dated May 24, 1996, as amended.
  

  Coopers & Lybrand L.L.P.

  Indianapolis, Indiana
  August 16, 1996

                                A-8
PAGE
EXHIBIT 99.2
                                
               AMENDMENT TO 1993 STOCK OPTION PLAN

                                A-9
PAGE
AMENDMENT TO 1993 STOCK OPTION PLAN
  
  
       Section 3 of the 1993 Incentive and Non-Statutory Stock
  Option Plan is amended to read as follows:
  
       3.   Stock Subject to Plan.
            ----------------------
  
       Subject to the provisions of paragraph 12 hereof, there
  shall be reserved for issuance or transfer upon the exercise
  of Options to be granted from time to time Under the Plan an
  aggregate  of  500,000 shares of Common Stock, which  shares
  may be in whole or in part, as the Board of Directors of the
  Company  shall  from time to time determine, authorized  and
  unissued  shares of Common Stock or issued shares  of  Stock
  which  shall  have been reacquired by the Company.   If  any
  Option granted under the Plan shall expire or terminate  for
  any  reason  without  having been  exercised  in  full,  the
  unpurchased shares subject thereto shall again be  available
  for the purposes of the Plan.

                                A-10