To Become Effective Upon
                              Filing Pursuant to Rule 462.


  As filed with the Securities and Exchange Commission on January 13, 1998

                                           Registration No. 33-_____     
                                          


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          Top Source Technologies, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                    84-1027821
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)


7108 Fairway Drive, Suite 200, Palm Beach Gardens, Florida  33418
(Address of Principal Executive Offices)                              
                  (Zip Code)

                             Stock Option Agreement
        Between Top Source Technologies, Inc. and William C. Willis, Jr.
                            (Full Title of the Plan)


                             Michael D. Harris, Esq.
                       Law Offices of Michael Harris, P.A.
                         712 U.S. Highway One, Suite 400
                         North Palm Beach, Florida 33408
                     (Name and address of agent of service)

                                 (561) 844-3600
         (Telephone number, including area code, of agent for service)



       Approximate Date of Commencement of Proposed Sales under the Plan:
                        as soon as practicable after this
                    Registration Statement becomes effective.



<PAGE>






                                        2


                         Calculation of Registration Fee


Title of                           Proposed          Proposed
Securities     Amount To            Maximum          Maximum         Amount of
To be              Be            Offering Price     Aggregate      Registration
Registered     Registered           Per Share      Offering Price*     Fee*


Common Shares,
no par value
per share        500,000         $1.28             $649,000         $220.69



         *     Calculated pursuant to Rule 457(c) based on the average of the
               bid and asked price of the Company's stock on January 8, 1998.



<PAGE>





                                                      II-
                                                          6

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  There are  incorporated  herein  by  reference  the  following
documents:




                                    (i)     Top Source  Technologies,  Inc. (the
                                            "Company")   latest   annual  report
                                            filed  pursuant  to  Section  13  or
                                            15(d) of the Securities Exchange Act
                                            of 1934 (the  "Exchange  Act") which
                                            contains,   either  directly  or  by
                                            incorporation by reference,  audited
                                            financial    statements    for   the
                                            Company's  latest  fiscal  year  for
                                            which  such   statements  have  been
                                            filed.


         1.       All other  reports  filed  pursuant to Section  13(a) or 
                  15(d) of the  Exchange  Act since the end of the
                  fiscal year covered by the annual reports.

         2.       The description of the Company's common stock contained in the
                  Company's  Registration  Statement  under  Section  12 of  the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such description.

         3.       All  reports  subsequently  filed by the  Company  pursuant to
                  Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior
                  to the  termination of the offering of the securities  covered
                  by this Prospectus  shall be deemed to be incorporated  herein
                  by reference  and to be part hereof from the date of filing of
                  such documents.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  A  corporation  owned by an attorney  employed by the law firm
                  representing  the Company owns 31,000  shares of the Company's
                  common stock.

Item 6.           Indemnification of Directors and Officers.

                  The  Company's   by-laws,   provide  that  the  Company  shall
                  indemnify   its  current  and  former   officers,   directors,
                  employees and agents against  expenses  (including  attorney's
                  fees), judgments, fines and amounts paid in settlement arising
                  out of his or her services on behalf of the Company subject to
                  the qualifications contained in Delaware law as it now exists.
                  Delaware law generally  provides that a corporation shall have
                  such power to indemnify  such persons to the extent they acted
                  in good faith in a manner reasonably believed to be in, or not
                  opposed  to,  the best  interests  of the  Company  and,  with
                  respect  to  any  criminal   action  or  proceeding,   had  no
                  reasonable  cause to believe the conduct was unlawful.  In the
                  event any such person shall be judged liable for negligence or
                  misconduct,  in the  performance  of his  or her  duties  such
                  indemnification  shall  apply only if approved by the Court of
                  Chancery  or the Court in which the  action was  pending.  Any
                  other   indemnification   shall  be  made   only   after   the
                  determination  by  the  board  of  directors   (excluding  any
                  directors who were party to such action), by independent legal
                  counsel  in a  written  opinion,  or  by a  majority  vote  of
                  stockholders  (including any  stockholders who were parties to
                  such action).

                  INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
                  SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
                  OR PERSONS  CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING
                  PROVISIONS,  THE COMPANY HAS BEEN INFORMED 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.

Item 7.  Exemption from Registration Claimed.

                  Stock options have been issued to the chief executive  officer
                  of the Company in  reliance  upon the  exemptions  provided by
                  Section  4(2) of the  Securities  Act of  1933  and  Rule  506
                  thereunder.  The grantee was given  access to the same kind of
                  information   that  would  be  contained  in  a   registration
                  statement and agreed to acquire the securities for investment.

Item 8.  Exhibits.

                  Exhibit 4       Stock Option Agreement Between 
                                  the Company and William C. Willis, Jr.

                  Exhibit 4.1     First Amendment to Stock Option  Agreement
                                  Between the Company and William C. Willis,Jr.

                  Exhibit 5       Opinion of Michael Harris, P.A.

                  Exhibit 24      Consent of Arthur Andersen, LLP
 
                  Exhibit 24.1    Consent of Michael Harris, P.A.*

*        Contained in the Opinion of Michael Harris, P.A.

Item 9.  Undertakings.

                  The undersigned Registrant hereby undertakes:


<PAGE>




                  (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 of 1933 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 (i) and
                  (ii) do not apply since the Registration  Statement is on Form
                  S-8  and  the   information   required   to  be   included  in
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Company  pursuant to Section 13
                  or Section 15(d) of the Exchange Act that are  incorporated by
                  reference in this 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 therein.

                  (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.

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

                  (5) 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 Company 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 Company 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  Securities  Act and will be governed by the
         final adjudication of such issue.


<PAGE>



                                                     SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Palm Beach Gardens, Florida, on this 9th day of January, 1998.

                                         TOP SOURCE TECHNOLOGIES, INC.



                                         By: /s/ William C. Willis, Jr.
                                                 President
                                                (Principal Executive Officer)


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement of Top Source Technologies,  Inc. has been signed by the
following persons in the capacities and on the dates indicated.


          Signatures           Title                              Date


 /s/ Stuart Landow          Chairman of the Board              January 9, 1998
-------------------------
Stuart Landow


 /s/ David Natan            Chief Financial Officer            January 9, 1998
David Natan                 (Principal Financial and
                              Accounting Officer)


 /s/ William C. Willis, Jr.   Director                         January 9, 1998
---------------------------
William C. Willis, Jr.


 /s/ Ronald P. Burd           Director                         January 9, 1998
---------------------------
Ronald Burd


 /s/ Clinton D. Laurer        Director                         January 9, 1998
---------------------------
Clinton D. Laurer


 /s/ G. Jeff Mennen           Director                         January 9, 1998
---------------------------
G. Jeff Mennen


 /s/ Paul F. Moore            Director                         January 9, 1998
---------------------------
Paul F. Moore

 /s/ Mani A. Sadeghi           Director                        January 9, 1998
---------------------------
Mani A. Sadeghi


<PAGE>



                                                    EXHIBIT INDEX


EXHIBIT NUMBER             ITEM        

  Exhibit 4         Stock Option Agreement Between the Company and William C.
                    Willis, Jr.

  Exhibit 4.1       First  Amendment to Stock Option  Agreement  Between the 
                    Company and William C. Willis, Jr.
                                            

  Exhibit 5         Opinion of Michael Harris, P.A.

  Exhibit 24        Consent of Arthur Andersen, LLP

  Exhibit 24.1      Consent of Michael Harris, P.A.*

*        Contained in the Opinion of Michael Harris, P.A.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15623}]
{"company-data": {"conformed-name": "TOP SOURCE TECHNOLOGIES INC", "cik": "0000800055", "assigned-sic": "3089", "irs-number": "841027821", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44169", "film-number": "98505540"}, "business-address": {"street1": "7108 FAIRWAY DR", "street2": "SUITE 200", "city": "PALM BEACH GARDENS", "state": "FL", "zip": "33418", "phone": "4077755756"}, "mail-address": {"street1": "7108 SOURCE TECHNOLOGIES INC", "street2": "SUITE 200", "city": "PALM BEACH GARDENS", "state": "FL", "zip": "33418"}, "former-company": [{"former-conformed-name": "TOP SOURCE INC", "date-changed": "19920703"}, {"former-conformed-name": "TOP SOUND INTERNATIONAL INC", "date-changed": "19900128"}]}
To Become Effective Upon
                              Filing Pursuant to Rule 462.

  As filed with the Securities and Exchange Commission on January 13, 1998

                                           Registration No. 33-_____     
                                          

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Top Source Technologies, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                    84-1027821
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

7108 Fairway Drive, Suite 200, Palm Beach Gardens, Florida  33418
(Address of Principal Executive Offices)                              
                  (Zip Code)

                             Stock Option Agreement
        Between Top Source Technologies, Inc. and William C. Willis, Jr.
                            (Full Title of the Plan)

                             Michael D. Harris, Esq.
                       Law Offices of Michael Harris, P.A.
                         712 U.S. Highway One, Suite 400
                         North Palm Beach, Florida 33408
                     (Name and address of agent of service)

                                 (561) 844-3600
         (Telephone number, including area code, of agent for service)

       Approximate Date of Commencement of Proposed Sales under the Plan:
                        as soon as practicable after this
                    Registration Statement becomes effective.
2

                         Calculation of Registration Fee

Title of                           Proposed          Proposed
Securities     Amount To            Maximum          Maximum         Amount of
To be              Be            Offering Price     Aggregate      Registration
Registered     Registered           Per Share      Offering Price*     Fee*

Common Shares,
no par value
per share        500,000         $1.28             $649,000         $220.69

         *     Calculated pursuant to Rule 457(c) based on the average of the
               bid and asked price of the Company's stock on January 8, 1998.
II-
                                                          6

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  There are  incorporated  herein  by  reference  the  following
documents:

                                    (i)     Top Source  Technologies,  Inc. (the
                                            "Company")   latest   annual  report
                                            filed  pursuant  to  Section  13  or
                                            15(d) of the Securities Exchange Act
                                            of 1934 (the  "Exchange  Act") which
                                            contains,   either  directly  or  by
                                            incorporation by reference,  audited
                                            financial    statements    for   the
                                            Company's  latest  fiscal  year  for
                                            which  such   statements  have  been
                                            filed.

         1.       All other  reports  filed  pursuant to Section  13(a) or 
                  15(d) of the  Exchange  Act since the end of the
                  fiscal year covered by the annual reports.

         2.       The description of the Company's common stock contained in the
                  Company's  Registration  Statement  under  Section  12 of  the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such description.

         3.       All  reports  subsequently  filed by the  Company  pursuant to
                  Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior
                  to the  termination of the offering of the securities  covered
                  by this Prospectus  shall be deemed to be incorporated  herein
                  by reference  and to be part hereof from the date of filing of
                  such documents.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  A  corporation  owned by an attorney  employed by the law firm
                  representing  the Company owns 31,000  shares of the Company's
                  common stock.

Item 6.           Indemnification of Directors and Officers.

                  The  Company's   by-laws,   provide  that  the  Company  shall
                  indemnify   its  current  and  former   officers,   directors,
                  employees and agents against  expenses  (including  attorney's
                  fees), judgments, fines and amounts paid in settlement arising
                  out of his or her services on behalf of the Company subject to
                  the qualifications contained in Delaware law as it now exists.
                  Delaware law generally  provides that a corporation shall have
                  such power to indemnify  such persons to the extent they acted
                  in good faith in a manner reasonably believed to be in, or not
                  opposed  to,  the best  interests  of the  Company  and,  with
                  respect  to  any  criminal   action  or  proceeding,   had  no
                  reasonable  cause to believe the conduct was unlawful.  In the
                  event any such person shall be judged liable for negligence or
                  misconduct,  in the  performance  of his  or her  duties  such
                  indemnification  shall  apply only if approved by the Court of
                  Chancery  or the Court in which the  action was  pending.  Any
                  other   indemnification   shall  be  made   only   after   the
                  determination  by  the  board  of  directors   (excluding  any
                  directors who were party to such action), by independent legal
                  counsel  in a  written  opinion,  or  by a  majority  vote  of
                  stockholders  (including any  stockholders who were parties to
                  such action).

                  INSOFAR AS INDEMNIFICATION  FOR LIABILITIES  ARISING UNDER THE
                  SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
                  OR PERSONS  CONTROLLING THE COMPANY  PURSUANT TO THE FOREGOING
                  PROVISIONS,  THE COMPANY HAS BEEN INFORMED 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.

Item 7.  Exemption from Registration Claimed.

                  Stock options have been issued to the chief executive  officer
                  of the Company in  reliance  upon the  exemptions  provided by
                  Section  4(2) of the  Securities  Act of  1933  and  Rule  506
                  thereunder.  The grantee was given  access to the same kind of
                  information   that  would  be  contained  in  a   registration
                  statement and agreed to acquire the securities for investment.

Item 8.  Exhibits.

                  Exhibit 4       Stock Option Agreement Between 
                                  the Company and William C. Willis, Jr.

                  Exhibit 4.1     First Amendment to Stock Option  Agreement
                                  Between the Company and William C. Willis,Jr.

                  Exhibit 5       Opinion of Michael Harris, P.A.

                  Exhibit 24      Consent of Arthur Andersen, LLP
 
                  Exhibit 24.1    Consent of Michael Harris, P.A.*

*        Contained in the Opinion of Michael Harris, P.A.

Item 9.  Undertakings.

                  The undersigned Registrant hereby undertakes:
(1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement;

                           (i) To include any  prospectus  required by Section 
                  10(a)(3) of the Securities Act of 1933 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 (i) and
                  (ii) do not apply since the Registration  Statement is on Form
                  S-8  and  the   information   required   to  be   included  in
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Company  pursuant to Section 13
                  or Section 15(d) of the Exchange Act that are  incorporated by
                  reference in this 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 therein.

                  (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.

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

                  (5) 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 Company 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 Company 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  Securities  Act and will be governed by the
         final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Palm Beach Gardens, Florida, on this 9th day of January, 1998.

                                         TOP SOURCE TECHNOLOGIES, INC.

                                         By: /s/ William C. Willis, Jr.
                                                 President
                                                (Principal Executive Officer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement of Top Source Technologies,  Inc. has been signed by the
following persons in the capacities and on the dates indicated.

          Signatures           Title                              Date

 /s/ Stuart Landow          Chairman of the Board              January 9, 1998
-------------------------
Stuart Landow

 /s/ David Natan            Chief Financial Officer            January 9, 1998
David Natan                 (Principal Financial and
                              Accounting Officer)

 /s/ William C. Willis, Jr.   Director                         January 9, 1998
---------------------------
William C. Willis, Jr.

 /s/ Ronald P. Burd           Director                         January 9, 1998
---------------------------
Ronald Burd

 /s/ Clinton D. Laurer        Director                         January 9, 1998
---------------------------
Clinton D. Laurer

 /s/ G. Jeff Mennen           Director                         January 9, 1998
---------------------------
G. Jeff Mennen

 /s/ Paul F. Moore            Director                         January 9, 1998
---------------------------
Paul F. Moore

 /s/ Mani A. Sadeghi           Director                        January 9, 1998
---------------------------
Mani A. Sadeghi
EXHIBIT INDEX

EXHIBIT NUMBER             ITEM        

  Exhibit 4         Stock Option Agreement Between the Company and William C.
                    Willis, Jr.

  Exhibit 4.1       First  Amendment to Stock Option  Agreement  Between the 
                    Company and William C. Willis, Jr.
                                            

  Exhibit 5         Opinion of Michael Harris, P.A.

  Exhibit 24        Consent of Arthur Andersen, LLP

  Exhibit 24.1      Consent of Michael Harris, P.A.*

*        Contained in the Opinion of Michael Harris, P.A.