SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          -------------

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                          -------------

                   ADM TRONICS UNLIMITED, INC.
     (Exact name of registrant as specified in its charter) 

          DELAWARE                      22-1896032        
-----------------------------------------------------------------
(State or other jurisdiction of     (IRS Employer Identification  
incorporation or organization)       No.)                         
     
    
                       224-S Pegasus Avenue
                       Northvale, NJ 07647
 ----------------------------------------------------------------
             (Address of Principal Executive Offices)

             CONSULTING AGREEMENT, dated May 15,1998 
             between ADM TRONICS UNLIMITED, INC. and
                      WHARTON CAPITAL CORP.
-----------------------------------------------------------------
                     (Full title of the plan)

                          Andre' Di Mino
                    Executive Vice President  
                       224-S Pegasus Avenue
                       Northvale, NJ 07647
                          (201) 767-6040
-----------------------------------------------------------------
(Name, address, including telephone number of agent for service)

                         With copies to:

                    Jonathan B. Reisman, Esq.
                    Reisman & Associates, P.A.
                     5100 Town Center Circle
                            Suite 330
                       Boca Raton, FL 33486
                          (561) 361-9300


                         ----------------


                 CALCULATION OF REGISTRATION FEE
=================================================================
Title of                      Proposed  Proposed
securities     Amount         maximum   maximum   Amount of
to be          to be          offering  aggregate registr-
registered(1)  registered     per unit  offering  ation
                                        price     fee (2)
-----------------------------------------------------------------
Common Stock,  72,000 shares   $.50     $36,000   $10.63    
$.0005 par value
=================================================================
______________

(1) Represents shares to be issued pursuant to a Consulting
Agreement, dated May 15, 1998 by and between ADM Tronics
Unlimited, Inc. and Wharton Capital Corp.

(2) The registration fee with respect to these shares has been
computed in accordance with paragraphs (c) and(h) of Rule 457,
based upon the average of the high bid and the low asked prices
of the common stock, par value $.0005 per share, of ADM Tronics
Unlimited, Inc. on July 7, 1998 as reported on the Nasdaq Small
Cap Market.

This Registration Statement registers additional securities of the
same class as other securities for which a Registration Statement
filed on Form S-8, File No. 333-57823, relating to an Employee
Benefit Plan is effective.  The contents of such earlier Registration
Statement are incorporated by reference.


     ITEM 8.  Exhibits.

     
Exhibit
Number               Description of Exhibit
---------           ----------------------

  5.1          Opinion of Reisman & Associates, P.A. (1)

 23.1          Consent of Kaufman, Rossin & Co. (1)

 23.2          Consent of Reisman & Associates, P.A. is contained
               in the opinion filed as Exhibit 5.1 hereto.

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

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Northvale, State of New Jersey on July 9, 1998.


                           ADM TRONICS UNLIMITED, INC. 

                           By: /s/ Dr. Alfonso Di Mino            
                               ------------------------------     
                               President  


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated.


       Signatures            Title                     Date
       ----------            ------                    -----
 
/s/ Dr. Alfonso Di Mino  Chief Executive Officer    July 9, 1998
-----------------------   and Director
Dr. Alfonso Di Mino

/s/ Andre' Di Mino       Chief Financial            July 9, 1998
-----------------------  and Accounting 
Andre' Di Mino           Officer and Director

/s/ Vincent Di Mino      Director                   July 9, 1998
----------------------
Vincent Di Mino     

/s/ Thomas Petrie        Director                   July 9, 1998
---------------------
Thomas Petrie


                         Director
-----------------------
Dr. Stephen Brenner


                         Director
-----------------------
John Berenyi


EXHIBIT 5.1    Opinion of Reisman and Associates, PA


                           LAW OFFICES
                    REISMAN & ASSOCIATES, P.A.
                            Suite 330
                     5100 Town Center Circle
                    Boca Raton, Florida 33486

July 9, 1998                                 

ADM Tronics unlimited, Inc.
224-S Pegasus Avenue
Northvale, NJ 07647

Ladies & Gentlemen:

We have acted as your counsel in connection with its filing of a
registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act") covering
72,000 shares of Common Stock, $.0005 par value (the "Shares").

     We have examined such originals or certified, conformed or
photostatic copies, the authenticity of which we have assumed, of
certificates of public officials and your corporate officers and
other documents, certificates, records, authorizations and
proceedings as we have deemed relevant and necessary as the basis
for the opinion expressed herein. In all such examinations, we have
assumed the genuineness of all signatures on original and certified
documents and all copies submitted to us as conformed or
photostatic copies.

     On the basis of the foregoing, assuming that the value of the
services rendered in connection with the issuance of the Shares has
a value of at least the agrregate par value of the Shares, it is
our opinion that the Shares will, when issued as contemplated by
the Registration Statement, be legally issued, fully paid and
non-assessable. 

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not
thereby concede that we come within the categories of persons whose
consent is required by the Act or the General Rules and Regulations
promulgated thereunder.

 Very truly yours,

/s/Reisman & Associates, P.A.
REISMAN & ASSOCIATES, P.A.


Exhibit 23.1        Consent of Kaufman, Rossin & Co.



                                
                     CONSENT OF INDEPENDENT
                   CERTIFIED PUBLIC ACOUNTANT
                                
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report, dated June 6,
1997, which appears on page F-1 of the annual report on Form 10-KSB
of ADM Tronics Unlimited, Inc. For the year ended March 31, 1997.







                                              Kaufman, Rossin & Co.



Miami, Florida
July 9, 1998
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SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          -------------

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                          -------------

                   ADM TRONICS UNLIMITED, INC.
     (Exact name of registrant as specified in its charter) 

          DELAWARE                      22-1896032        
-----------------------------------------------------------------
(State or other jurisdiction of     (IRS Employer Identification  
incorporation or organization)       No.)                         
     
    
                       224-S Pegasus Avenue
                       Northvale, NJ 07647
 ----------------------------------------------------------------
             (Address of Principal Executive Offices)

             CONSULTING AGREEMENT, dated May 15,1998 
             between ADM TRONICS UNLIMITED, INC. and
                      WHARTON CAPITAL CORP.
-----------------------------------------------------------------
                     (Full title of the plan)

                          Andre' Di Mino
                    Executive Vice President  
                       224-S Pegasus Avenue
                       Northvale, NJ 07647
                          (201) 767-6040
-----------------------------------------------------------------
(Name, address, including telephone number of agent for service)

                         With copies to:

                    Jonathan B. Reisman, Esq.
                    Reisman & Associates, P.A.
                     5100 Town Center Circle
                            Suite 330
                       Boca Raton, FL 33486
                          (561) 361-9300

                         ----------------

                 CALCULATION OF REGISTRATION FEE
=================================================================
Title of                      Proposed  Proposed
securities     Amount         maximum   maximum   Amount of
to be          to be          offering  aggregate registr-
registered(1)  registered     per unit  offering  ation
                                        price     fee (2)
-----------------------------------------------------------------
Common Stock,  72,000 shares   $.50     $36,000   $10.63    
$.0005 par value
=================================================================
______________

(1) Represents shares to be issued pursuant to a Consulting
Agreement, dated May 15, 1998 by and between ADM Tronics
Unlimited, Inc. and Wharton Capital Corp.

(2) The registration fee with respect to these shares has been
computed in accordance with paragraphs (c) and(h) of Rule 457,
based upon the average of the high bid and the low asked prices
of the common stock, par value $.0005 per share, of ADM Tronics
Unlimited, Inc. on July 7, 1998 as reported on the Nasdaq Small
Cap Market.

This Registration Statement registers additional securities of the
same class as other securities for which a Registration Statement
filed on Form S-8, File No. 333-57823, relating to an Employee
Benefit Plan is effective.  The contents of such earlier Registration
Statement are incorporated by reference.

     ITEM 8.  Exhibits.

     
Exhibit
Number               Description of Exhibit
---------           ----------------------

  5.1          Opinion of Reisman & Associates, P.A. (1)

 23.1          Consent of Kaufman, Rossin & Co. (1)

 23.2          Consent of Reisman & Associates, P.A. is contained
               in the opinion filed as Exhibit 5.1 hereto.

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

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Northvale, State of New Jersey on July 9, 1998.

                           ADM TRONICS UNLIMITED, INC. 

                           By: /s/ Dr. Alfonso Di Mino            
                               ------------------------------     
                               President  

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated.

       Signatures            Title                     Date
       ----------            ------                    -----
 
/s/ Dr. Alfonso Di Mino  Chief Executive Officer    July 9, 1998
-----------------------   and Director
Dr. Alfonso Di Mino

/s/ Andre' Di Mino       Chief Financial            July 9, 1998
-----------------------  and Accounting 
Andre' Di Mino           Officer and Director

/s/ Vincent Di Mino      Director                   July 9, 1998
----------------------
Vincent Di Mino     

/s/ Thomas Petrie        Director                   July 9, 1998
---------------------
Thomas Petrie

                         Director
-----------------------
Dr. Stephen Brenner

                         Director
-----------------------
John Berenyi

EXHIBIT 5.1    Opinion of Reisman and Associates, PA

                           LAW OFFICES
                    REISMAN & ASSOCIATES, P.A.
                            Suite 330
                     5100 Town Center Circle
                    Boca Raton, Florida 33486

July 9, 1998                                 

ADM Tronics unlimited, Inc.
224-S Pegasus Avenue
Northvale, NJ 07647

Ladies & Gentlemen:

We have acted as your counsel in connection with its filing of a
registration statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act") covering
72,000 shares of Common Stock, $.0005 par value (the "Shares").

     We have examined such originals or certified, conformed or
photostatic copies, the authenticity of which we have assumed, of
certificates of public officials and your corporate officers and
other documents, certificates, records, authorizations and
proceedings as we have deemed relevant and necessary as the basis
for the opinion expressed herein. In all such examinations, we have
assumed the genuineness of all signatures on original and certified
documents and all copies submitted to us as conformed or
photostatic copies.

     On the basis of the foregoing, assuming that the value of the
services rendered in connection with the issuance of the Shares has
a value of at least the agrregate par value of the Shares, it is
our opinion that the Shares will, when issued as contemplated by
the Registration Statement, be legally issued, fully paid and
non-assessable. 

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not
thereby concede that we come within the categories of persons whose
consent is required by the Act or the General Rules and Regulations
promulgated thereunder.

 Very truly yours,

/s/Reisman & Associates, P.A.
REISMAN & ASSOCIATES, P.A.

Exhibit 23.1        Consent of Kaufman, Rossin & Co.

                                
                     CONSENT OF INDEPENDENT
                   CERTIFIED PUBLIC ACOUNTANT
                                
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report, dated June 6,
1997, which appears on page F-1 of the annual report on Form 10-KSB
of ADM Tronics Unlimited, Inc. For the year ended March 31, 1997.

                                              Kaufman, Rossin & Co.

Miami, Florida
July 9, 1998