As filed with the Securities and Exchange Commission on May 8, 2000
                                File No. 2-93124
================================================================================

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

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


                               SGI INTERNATIONAL
             (Exact Name of Registrant as Specified in its Charter)
                             =====================

          Utah                                                  33-0119035
(State or Other Jurisdiction                                 (I.R.S. Employer
    of Incorporation)                                       Identification No.)

                        1200 Prospect Street, Suite 325
                         La Jolla, California, CA 92037
              (Address of Registrant's Principal Executive Office)

               Amended SGI International 1996 Omnibus Stock Plan
                            (Full title of the plan)

                                 Mr. Lynn Mabey
                             Murphy, Tolboe & Mabey
                         124 South 600 East, Suite 100
                           Salt Lake City, Utah 84102
                    (Name and Address of Agent for Service)

                                 (801) 533-8505
         (Telephone number, including area code, of agent for service)

================================================================================

                          Copies of correspondence to:

                                David A. Fisher
                              Fisher Thurber, LLP
                       4225 Executive Square, Suite 1600
                        La Jolla, California 92037-1483
                                 (619) 535-9400


================================================================================

<PAGE>

<TABLE>
                       Calculation of Registration Fee
=====================================================================================================
                                           Proposed Maximum        Proposed            Amount of
Title of Securities     Amount to be        Offering Price     Maximum Aggregate     Registration
 to be Registered       Registered(1)        per share(2)      Offering Price(2)        Fee(3)
--------------------   ------------------  -----------------  --------------------  --------------
<S>                     <C>                    <C>               <C>                  <C>
Common Stock,           2,000,000 shares       $ 0.36            $720,000             $190
No Par Value
====================================================================================================
</TABLE>

(1) Includes approximately 1,990,000 shares underlying options previously
issued.

(2) Estimated solely for the purpose of determining the registration fee.

(3) Calculated pursuant to Rule 457(h)(1) based on the average of the bid and
ask prices of the Common Stock on the OTCBB on May 5, 2000.

================================================================================
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

        Not filed as part of this Registration Statement pursuant to Note to
        Part 1 of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

        Not filed as part of this Registration Statement pursuant to Note to
        Part 1 of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, which previously have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(i)     The Company's Annual Report on Form 10-KSB for the year ended December
        31, 1999;

(ii)    The Company's Current Report on Form 8-K, filed with the Commission on
        April 12, 2000;

(iii)   All other reports filed pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
        the end of the fiscal year covered by the Annual Report referred to in
        (i) above; and

(iv)    The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A dated April 6, 1988, as amended by
        an amendment to Application or Report on Form 8 dated April 13,
        1988, including any other amendment or report filed for the purpose of
        updating such description.

(v)     All reports and other documents filed by the Company pursuant to
        Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
        the date of this Registration Statement and prior to the filing of a
        post-effective amendment hereto, which indicates that all securities
        offered hereunder have been sold or which deregisters all securities
        then remaining unsold, shall be deemed to be incorporated by reference
        herein and to be a part hereof from the date of filing of such
        documents.

For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

The Bylaws of the Company provide that, subject to any limitations imposed by
the Utah Revised Business Corporation Act, the officers and directors of the
Company shall be indemnified by the Company against expenses, including
attorneys' fees, reasonably incurred in connection with or resulting from the
defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person becomes or is threatened
to be made part of by reason of his position as an officer, director, employee
or agent of the Company or his service at the request of the Company as an
officer, director, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that, in the context of such
action, such officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, such officer or
director had no reasonable cause to believe his conduct was unlawful.

Any indemnification made pursuant to the Bylaws shall be made only upon the
determination by a majority vote of a quorum of the Board of Directors,
provided, however, that such indemnification shall be made without such
determination to the extent that the officer or director is successful in the
defense of the action at issue. Additionally, any expenses incurred in defense
of an action against an officer or director shall be paid in advance of final
disposition of the action upon receipt of an undertaking by or on behalf of such
officer or director to repay the amount advanced if it is ultimately determined
that he is not entitled to be indemnified for such expenses.

The Utah Revised Business Corporation Act (the "Code") permits the Company to
indemnify an Officer or Director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the Officer or
Director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company. The Code authorizes the Company to advance
expenses incurred in defending any such proceeding under certain circumstances,
and if the Officer or Director is successful on the merits, it authorizes the
Company to indemnify the Officer or Director against all expenses, including
attorneys' fees, incurred in connection with any such proceeding.

The Company's Bylaws reflect the indemnification provisions contained in the
Utah Revised Business Corporation Act, except that pursuant to the Utah Revised
Business Corporation Act no indemnification may be made to an officer or
director in connection with an action by or in the right of the Company.
Additionally, no indemnification may be made where the officer or director has
been adjudged to be liable to the Company, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that such person is fairly and reasonably entitled to indemnity for
such expenses as the court considers proper.

Registrant has currently in effect a claims made directors and officers
liability insurance and company reimbursement insurance policy protecting its
directors and officers against liability by reason of their being or having been
directors or officers. The directors and officers liability portion of such
policy covers all directors and officers of the registrant and of certain
subsidiary companies. The policy provides for a payment on behalf of the
directors and officers up to the policy limits for all Losses (as defined) which
the directors and officers, or any of them, shall become legally obligated to
pay, from claims made against them during the policy period for defined Wrongful
Acts. The directors and officers or any of them shall become legally obligated
to pay, from claims made against them during the policy period for defined
wrongful acts, which include; errors, misstatements, misleading statements, acts
or omissions, neglect or breach of duty by the directors or officers in the
discharge of their duties solely in their capacity as directors and officers of
the company, individually or collectively. The insurance includes the cost of
defenses, appeals, bonds, settlements and judgments. The insurers limit of
liability under the policy is $2 million in the aggregate for all losses per
year. The policy contains various reporting requirements, deductibles, and
exclusions.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits

The following exhibits are filed pursuant to Item 601 of Regulation S-K:

99.1    Amended SGI International 1996 Omnibus Stock Plan.(1)

99.2    Form of Incentive Stock Option dated March 2, 2000.(1)

99.3    Form of Incentive Stock Option dated April 1, 1999.(1)

99.4    Form of Incentive Stock Option dated October 1, 1998.(1)

99.5    Form of Incentive Stock Option dated April 21, 1998.(1)

99.6    Form of Incentive Stock Option dated January 14, 1998.(1)

99.7    Form of Incentive Stock Option dated September 11, 1997.(1)

5.1     Opinion of Fisher Thurber, LLP. regarding the legality of the Common
        Stock registered hereby.(1)

23.1    Consent of J.H. Cohn, LLP, Independent Accountants.(1)

23.2    Consent of Fisher Thurber, LLP.(included in Exhibit 5).(1)

24.1    Power of Attorney is contained on signature page.

--------------------
(1)  Filed herewith.


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;

    (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. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high and of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more
           than a 20 percent change in the maximum aggregate offering price set
           forth in the "Calculation of Registration Fee" table in the effective
           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 (1)(i)
           and (1)(ii) do not apply if the information required to be
           included in a post-effective amendment by those paragraphs is
           contained in periodic reports filed by the Registrant 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 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.

(4) 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 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
    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.

<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 the City of La Jolla, State of California, on May 5, 2000.

SGI INTERNATIONAL

By: /s/ MICHAEL L. ROSE
   ----------------------------------------
   Michael L. Rose, Chief Executive Officer

Each person whose signature appears below constitutes and appoints Michael L.
Rose and John R. Taylor, and each of them, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, severally,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys- in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

Signature                       Title                           Date


/s/ MICHAEL L. ROSE             Chairman of the Board and       May 5, 2000
---------------------------     Chief Executive Officer
Michael L. Rose


/s/ ERNEST P. ESZTERGAR         Director                        May 5, 2000
---------------------------
Ernest P. Esztergar


/s/ NORMAN A. GRANT             Director                        May 5, 2000
---------------------------
Norman A. Grant


/s/ WILLIAM A. KERR             Director                        May 5, 2000
---------------------------
William A. Kerr


/s/ JAMES W. MAHLER             Director                        May 5, 2000
---------------------------
James W. Mahler


/s/ JOHN R. TAYLOR              Director                        May 5, 2000
---------------------------
John R. Taylor


/s/ JEFFREY L. SMITH            Director                        May 5, 2000
---------------------------
Jeffrey L. Smith


<PAGE>

                                 EXHIBIT INDEX


No.     Description

99.1    Amended SGI International 1996 Omnibus Stock Plan.

99.2    Form of Incentive Stock Option dated March 2, 2000.

99.3    Form of Incentive Stock Option dated April 1, 1999.

99.4    Form of Incentive Stock Option dated October 1, 1998.

99.5    Form of Incentive Stock Option dated April 21, 1998.

99.6    Form of Incentive Stock Option dated January 14, 1998.

99.7    Form of Incentive Stock Option dated September 11, 1997.

5.1     Opinion of Fisher Thurber, LLP. regarding the legality of the Common
        Stock registered hereby.

23.1    Consent of J.H. Cohn, LLP, Independent Accountants.

23.2    Consent of Fisher Thurber, LLP.(included in Exhibit 5).

24.1    Power of Attorney is contained on signature page.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19404}]
{"company-data": {"conformed-name": "SGI INTERNATIONAL", "cik": "0000737955", "assigned-sic": "8711", "irs-number": "330119035", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36504", "film-number": "621697"}, "business-address": {"street1": "1200 PROSPECT ST STE 325", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "6195511090"}, "mail-address": {"street1": "1200 PROSPECT STREET STE 325", "city": "LA JOLLA", "state": "CA", "zip": "92037"}, "former-company": {"former-conformed-name": "VISION DEVELOPMENT INC", "date-changed": "19850807"}}
As filed with the Securities and Exchange Commission on May 8, 2000
                                File No. 2-93124
================================================================================

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

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

                               SGI INTERNATIONAL
             (Exact Name of Registrant as Specified in its Charter)
                             =====================

          Utah                                                  33-0119035
(State or Other Jurisdiction                                 (I.R.S. Employer
    of Incorporation)                                       Identification No.)

                        1200 Prospect Street, Suite 325
                         La Jolla, California, CA 92037
              (Address of Registrant's Principal Executive Office)

               Amended SGI International 1996 Omnibus Stock Plan
                            (Full title of the plan)

                                 Mr. Lynn Mabey
                             Murphy, Tolboe & Mabey
                         124 South 600 East, Suite 100
                           Salt Lake City, Utah 84102
                    (Name and Address of Agent for Service)

                                 (801) 533-8505
         (Telephone number, including area code, of agent for service)

================================================================================

                          Copies of correspondence to:

                                David A. Fisher
                              Fisher Thurber, LLP
                       4225 Executive Square, Suite 1600
                        La Jolla, California 92037-1483
                                 (619) 535-9400

================================================================================
Calculation of Registration Fee
=====================================================================================================
                                           Proposed Maximum        Proposed            Amount of
Title of Securities     Amount to be        Offering Price     Maximum Aggregate     Registration
 to be Registered       Registered(1)        per share(2)      Offering Price(2)        Fee(3)
--------------------   ------------------  -----------------  --------------------  --------------
Common Stock,           2,000,000 shares       $ 0.36            $720,000             $190
No Par Value
====================================================================================================
(1) Includes approximately 1,990,000 shares underlying options previously
issued.

(2) Estimated solely for the purpose of determining the registration fee.

(3) Calculated pursuant to Rule 457(h)(1) based on the average of the bid and
ask prices of the Common Stock on the OTCBB on May 5, 2000.

================================================================================
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

        Not filed as part of this Registration Statement pursuant to Note to
        Part 1 of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

        Not filed as part of this Registration Statement pursuant to Note to
        Part 1 of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, which previously have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(i)     The Company's Annual Report on Form 10-KSB for the year ended December
        31, 1999;

(ii)    The Company's Current Report on Form 8-K, filed with the Commission on
        April 12, 2000;

(iii)   All other reports filed pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
        the end of the fiscal year covered by the Annual Report referred to in
        (i) above; and

(iv)    The description of the Common Stock contained in the Company's
        Registration Statement on Form 8-A dated April 6, 1988, as amended by
        an amendment to Application or Report on Form 8 dated April 13,
        1988, including any other amendment or report filed for the purpose of
        updating such description.

(v)     All reports and other documents filed by the Company pursuant to
        Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
        the date of this Registration Statement and prior to the filing of a
        post-effective amendment hereto, which indicates that all securities
        offered hereunder have been sold or which deregisters all securities
        then remaining unsold, shall be deemed to be incorporated by reference
        herein and to be a part hereof from the date of filing of such
        documents.

For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

The Bylaws of the Company provide that, subject to any limitations imposed by
the Utah Revised Business Corporation Act, the officers and directors of the
Company shall be indemnified by the Company against expenses, including
attorneys' fees, reasonably incurred in connection with or resulting from the
defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which such person becomes or is threatened
to be made part of by reason of his position as an officer, director, employee
or agent of the Company or his service at the request of the Company as an
officer, director, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that, in the context of such
action, such officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, such officer or
director had no reasonable cause to believe his conduct was unlawful.

Any indemnification made pursuant to the Bylaws shall be made only upon the
determination by a majority vote of a quorum of the Board of Directors,
provided, however, that such indemnification shall be made without such
determination to the extent that the officer or director is successful in the
defense of the action at issue. Additionally, any expenses incurred in defense
of an action against an officer or director shall be paid in advance of final
disposition of the action upon receipt of an undertaking by or on behalf of such
officer or director to repay the amount advanced if it is ultimately determined
that he is not entitled to be indemnified for such expenses.

The Utah Revised Business Corporation Act (the "Code") permits the Company to
indemnify an Officer or Director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the Officer or
Director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company. The Code authorizes the Company to advance
expenses incurred in defending any such proceeding under certain circumstances,
and if the Officer or Director is successful on the merits, it authorizes the
Company to indemnify the Officer or Director against all expenses, including
attorneys' fees, incurred in connection with any such proceeding.

The Company's Bylaws reflect the indemnification provisions contained in the
Utah Revised Business Corporation Act, except that pursuant to the Utah Revised
Business Corporation Act no indemnification may be made to an officer or
director in connection with an action by or in the right of the Company.
Additionally, no indemnification may be made where the officer or director has
been adjudged to be liable to the Company, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that such person is fairly and reasonably entitled to indemnity for
such expenses as the court considers proper.

Registrant has currently in effect a claims made directors and officers
liability insurance and company reimbursement insurance policy protecting its
directors and officers against liability by reason of their being or having been
directors or officers. The directors and officers liability portion of such
policy covers all directors and officers of the registrant and of certain
subsidiary companies. The policy provides for a payment on behalf of the
directors and officers up to the policy limits for all Losses (as defined) which
the directors and officers, or any of them, shall become legally obligated to
pay, from claims made against them during the policy period for defined Wrongful
Acts. The directors and officers or any of them shall become legally obligated
to pay, from claims made against them during the policy period for defined
wrongful acts, which include; errors, misstatements, misleading statements, acts
or omissions, neglect or breach of duty by the directors or officers in the
discharge of their duties solely in their capacity as directors and officers of
the company, individually or collectively. The insurance includes the cost of
defenses, appeals, bonds, settlements and judgments. The insurers limit of
liability under the policy is $2 million in the aggregate for all losses per
year. The policy contains various reporting requirements, deductibles, and
exclusions.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits

The following exhibits are filed pursuant to Item 601 of Regulation S-K:

99.1    Amended SGI International 1996 Omnibus Stock Plan.(1)

99.2    Form of Incentive Stock Option dated March 2, 2000.(1)

99.3    Form of Incentive Stock Option dated April 1, 1999.(1)

99.4    Form of Incentive Stock Option dated October 1, 1998.(1)

99.5    Form of Incentive Stock Option dated April 21, 1998.(1)

99.6    Form of Incentive Stock Option dated January 14, 1998.(1)

99.7    Form of Incentive Stock Option dated September 11, 1997.(1)

5.1     Opinion of Fisher Thurber, LLP. regarding the legality of the Common
        Stock registered hereby.(1)

23.1    Consent of J.H. Cohn, LLP, Independent Accountants.(1)

23.2    Consent of Fisher Thurber, LLP.(included in Exhibit 5).(1)

24.1    Power of Attorney is contained on signature page.

--------------------
(1)  Filed herewith.

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;

    (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. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high and of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more
           than a 20 percent change in the maximum aggregate offering price set
           forth in the "Calculation of Registration Fee" table in the effective
           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 (1)(i)
           and (1)(ii) do not apply if the information required to be
           included in a post-effective amendment by those paragraphs is
           contained in periodic reports filed by the Registrant 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 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.

(4) 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 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
    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.
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 the City of La Jolla, State of California, on May 5, 2000.

SGI INTERNATIONAL

By: /s/ MICHAEL L. ROSE
   ----------------------------------------
   Michael L. Rose, Chief Executive Officer

Each person whose signature appears below constitutes and appoints Michael L.
Rose and John R. Taylor, and each of them, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, severally,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys- in-fact and agents, or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

Signature                       Title                           Date

/s/ MICHAEL L. ROSE             Chairman of the Board and       May 5, 2000
---------------------------     Chief Executive Officer
Michael L. Rose

/s/ ERNEST P. ESZTERGAR         Director                        May 5, 2000
---------------------------
Ernest P. Esztergar

/s/ NORMAN A. GRANT             Director                        May 5, 2000
---------------------------
Norman A. Grant

/s/ WILLIAM A. KERR             Director                        May 5, 2000
---------------------------
William A. Kerr

/s/ JAMES W. MAHLER             Director                        May 5, 2000
---------------------------
James W. Mahler

/s/ JOHN R. TAYLOR              Director                        May 5, 2000
---------------------------
John R. Taylor

/s/ JEFFREY L. SMITH            Director                        May 5, 2000
---------------------------
Jeffrey L. Smith
EXHIBIT INDEX

No.     Description

99.1    Amended SGI International 1996 Omnibus Stock Plan.

99.2    Form of Incentive Stock Option dated March 2, 2000.

99.3    Form of Incentive Stock Option dated April 1, 1999.

99.4    Form of Incentive Stock Option dated October 1, 1998.

99.5    Form of Incentive Stock Option dated April 21, 1998.

99.6    Form of Incentive Stock Option dated January 14, 1998.

99.7    Form of Incentive Stock Option dated September 11, 1997.

5.1     Opinion of Fisher Thurber, LLP. regarding the legality of the Common
        Stock registered hereby.

23.1    Consent of J.H. Cohn, LLP, Independent Accountants.

23.2    Consent of Fisher Thurber, LLP.(included in Exhibit 5).

24.1    Power of Attorney is contained on signature page.