<PAGE>
As filed with the Securities and Exchange commission on October 6, 1995

                                                  							   File No- 33 _____
- -----------------------------------------------------------------------------

              		     SECURITIES AND EXCHANGE COMMISSION
			                        Washington, DC  20549


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


                     			 ABATIX ENVIRONMENTAL CORP.
         	    (Exact name of issuer as specified in its charter)

Delaware                                                           75-1908110
(State or other jurisdiction                                 (I.R.S. employer
of incorporation or organization)                         Identification No.)

8311 Eastpoint Drive, Suite 400 
Dallas, Texas                                                           75227
(Address of principal executive offices)                           (Zip Code)

                     			   1994 STOCK OPTION PLAN 
                           				     AND
                     			    EMPLOYMENT AGREEMENT
                     			 (Full title of the plans)

                      			    Frank J. Cinatl, IV
                     			       Vice President
                     			 Abatix Environmental Corp.
               		      8311 Eastpoint Drive, Suite 400
                       			   Dallas, Texas  75227
                		  (Name and address of agent for service)

                     			       (214) 381-1146
         (Telephone number, including area code, of agent for service)

                            				   Copy to:

                      			     Jim Schneider, Esq.
                		    Atlas, Pearlman, Trop & Borkson, P.A.
                		    3200 North Military Trail, Suite 205
                       			 Boca Raton, Florida  33431
                       			       (407) 697-4828

<PAGE>
              		      CALCULATION OF REGISTRATION FEE


				                                 Proposed      Proposed
                            				     maximum       maximum
                            				     offering      aggregate    Amount of
Title of securities  Amount to be    price per     offering     registration
to be registered     registered(1)   share(1)      price(1)     fee
- -----------------------------------------------------------------------------

Common Stock
($.001 par value)    170,000 shares  $2.25-3.75    $451,563     $156.00
- -----------------------------------------------------------------------------

(1) Pursuant to Rule 457(h), the maximum aggregate offering price was 
calculated based upon the exercise price as to outstanding Options covering 
160,000 shares, and pursuant to Rule 457(c) the maximum aggregate offering 
price was calculated based upon the average of the bid and ask price within 
5 business days prior to the date of filing this registration statement 
covering 10,000 shares.

                                     2
<PAGE>
                    			 ABATIX ENVIRONMENTAL CORP.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

      FORM S-8 ITEM NUMBER AND               CAPTION IN PROSPECTUS
	      CAPTION

 1. Forepart of registration statement  Facing Page of Registration Statement
    and outside front cover page of     and Cover Page of Prospectus
    prospectus 

 2. Inside front and outside back       Inside Cover Page of Prospectus and
    cover pages of prospectus           Outside Cover Page of Prospectus 
   
 3. Summary information, risk factors 
    and ratio of earnings to fixed 
    charges                             Not Applicable 
   
 4. Use of proceeds                     Not Applicable 

 5. Determination of offering price     Not Applicable 

 6. Dilution                            Not Applicable 

 7. Selling security holders            Sales by Selling Security Holders 

 8. Plan of distribution                Cover Page of Prospectus and Sales by 
					Selling Security Holders 

 9. Description of securities to be     Description of Securities; Stock 
    registered                          Option Plan; Employment Agreement and 
                                   					Sales by Selling Security Holders
				       
10. Interests of named experts and      Not Applicable
    counsel

11. Material changes                    Not Applicable

12. Incorporation of certain            Incorporation of Certain Documents by
    information by reference            Reference

13. Disclosure of Commission 
    position on indemnification for 
    Securities Act liabilities          Indemnification

                                     3
<PAGE>    
PROSPECTUS
                      		  ABATIX ENVIRONMENTAL CORP.

                     			170,000 SHARES OF COMMON STOCK

                    			      ($.001 PAR VALUE)

     	      To be Issued pursuant to the 1994 Stock Option Plan
                    			 and the Employment Agreement

This Prospectus is part of a Registration Statement which registers an 
aggregate 170,000 shares of Common Stock, $.001 par value ("Common Stock") of 
Abatix Environmental Corp. ("Abatix" or the "Company") which have been 
issued, as set forth herein, to officers, directors and key employees of the 
Company pursuant to stock options to purchase up to 170,000 shares of the 
Common Stock (the "Options") under and in accordance with the 1994 Stock 
Option Plan (the "Option Plan") and the employment agreement (the "Employment 
Agreement") with an employee of the company.  Such selling stockholders are 
hereinafter collectively referred to as the "Selling Security Holders."  All 
of the Options were granted to such officers, directors or key employees 
pursuant to the Option Plan and Employment Agreement and concomitant to 
individual written options.  The Company has been advised by the Selling 
Security Holders that they may sell all or a portion of their shares of 
Common Stock from time to time in the over-the-counter market in negotiated 
transactions, directly or through brokers or otherwise, and that such shares 
will be sold at market prices prevailing at the time of such sales or at 
negotiated prices.

No person has been authorized by the Company to give any information or to 
make any representation other than as contained in this Prospectus, and if 
given or made, such information or representation must not be relied upon as 
having been authorized by the Company.  Neither the delivery of this 
Prospectus nor any distribution of the shares of the Common Stock issuable 
upon exercise of the Options under the terms of the Option Plan and 
Employment Agreement shall, under any circumstances, create any implication 
that there has been no change in the affairs of the Company since the date 
hereof.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE 
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

The date of this Prospectus is October 6, 1995.

                                      4
<PAGE>
                       			   AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance 
therewith, files reports, proxy statements and other information with the 
Securities and Exchange Commission (the "Commission").  Reports, proxy 
statements and other information filed with the Commission can be inspected 
and copied at the Public Reference facilities of the Commission at 450 Fifth 
street, N.W., Washington, D.C. 20549.  Copies of this material can also be 
obtained at prescribed rates from the Public Reference section of the 
Commission at its principal office at 450 Fifth street, N.W., Washington, 
D.C. 20549.  The Company's Common Stock is traded through NASDAQ under the 
symbol "ABIX."

The Company has filed with the Commission a Registration Statement on Form 
S-8 (the "Registration Statement") under the Securities Act of 1933, as 
amended (the "Act"), with respect to an aggregate of 170,000 shares of the 
Company's Common Stock, to be issued to certain officers, directors and key 
employees of the Company pursuant to the Option Plan and Employment Agreement 
and separate option agreements.  This Prospectus, which is Part I of the 
Registration Statement, omits certain information contained in the 
Registration Statement.  For further information with respect to the Company 
and the shares of the Common Stock offered by this Prospectus, reference is 
made to the Registration Statement, including the exhibits thereto.  
Statements in this Prospectus as to any document are not necessarily 
complete, and where any such document is an exhibit to the Registration 
Statement or is incorporated by reference herein, each such statement is 
qualified in all respects by the provisions of such exhibit or other 
document, to which reference is hereby made, for a full statement of the 
provisions thereof.  A copy of the Registration Statement, with exhibits, may 
be obtained from the Commission's office in Washington, D.C. (at the above 
address) upon payment of the fees prescribed by the rules and regulations of 
the Commission, or examined there without charge.

      	       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are 
incorporated herein by reference and made a part hereof:

The Company's Annual Report on Form 10-K for the year ended December 31, 1994.

The Company's Form 10-Q Quarterly Report for the quarterly period ended 
March 31, 1995.

The Company's Form 10-Q Quarterly Report for the quarterly period ended 
June 30, 1995.

                                      5   
<PAGE>
All reports and documents filed by the Company pursuant to section 13, 14 or 
15(d) of the Exchange Act, prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby 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 respective 
date of filing of such documents.  Any statement incorporated by reference 
herein shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any other 
subsequently filed document, which also is or is deemed to be incorporated by 
reference herein, modifies or supersedes such statement.  Any statement 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus.

The Company hereby undertakes to provide without charge to each person, 
including any beneficial owner, to whom a copy of the Prospectus has been 
delivered, on the written request of any such person, a copy of any or all 
of the documents referred to above which have been or may be incorporated by 
reference in this Prospectus, other than exhibits to such documents.  Written 
requests for such copies should be directed to Corporate Secretary, Abatix 
Environmental Corp., 8311 Eastpoint Drive, Suite 400, Dallas, Texas 75227, 
telephone (214) 381-1146.

                            				 THE COMPANY

Abatix markets and distributes personal protection and safety equipment, and 
durable and nondurable supplies to the asbestos and lead abatement, 
industrial safety and hazardous materials industries.  The Company also 
distributes tools to the construction industry.  During 1994, the Company 
sold over 8,000 products consisting of equipment and supplies to over 3,000 
customers from its eight distribution centers in Texas, California, Arizona, 
Colorado and Washington.  Currently, approximately 65 percent of the 
Company's sales are to the asbestos and lead abatement industries, and 
approximately 13 percent, 12 percent and 10 percent of its sales are to the 
construction, industrial safety and hazardous materials industries, 
respectively.  The Company believes a majority of its sales for the 
foreseeable future will continue to be made to asbestos and lead abatement 
contractors, and project organizers and managers.  At present, the Company 
estimates its share of the asbestos abatement supply market to be 
approximately 15 percent to 20 percent in the markets served by the Company.

                            				 OPTION PLAN

GENERAL INFORMATION

On September 30, 1994 the Board of Directors of the Company approved the 
issuance of stock Options pursuant to which the Board of Directors authorized 
and reserved up to 140,000 shares of the Company's Common Stock for issuance.  
The Board of Directors also gave the discretion of granting these Options to 
management, defined as the Chief Executive Officer and Chief Operating 
Officer ("Management").  At the time the Board of Directors authorized the 
Option Plan, the members of the Board of Directors and Management consisted 
of Terry W. Shaver and Gary L. Cox.  Mr. Lamont C. Laue joined the Board of 
Directors in January 1995.

                                      6
<PAGE>
PURPOSE

The purpose of this Option Plan is to reward key employees and executives of 
the Company for past contributions as well as to induce executives and key 
employees of the Company who are in a position to contribute materially to 
the Company's prosperity to remain with the Company, to offer incentives and 
rewards in recognition of their share in the Company's progress and to 
encourage participants to continue to promote the best interests of the 
Company.

ADMINISTRATION

The Option Plan is to be administered by Management, who is authorized to 
construe and interpret the Option Plan and to make all final determinations 
necessary or appropriate for its administration.  Management is charged with 
the responsibility to interpret the Option Plan and, to the extent and in the 
manner contemplated in the Option Plan, has discretion to prescribe, amend 
and rescind rules and regulations relating to the Option Plan.  Management 
also has the responsibility to determine the terms and provisions of any 
amendments of the respective option agreements relating to the issuance of 
the Options including the ability to conform the option agreements in order 
to comply with any law or regulation applicable thereto.  Management's 
determination as to all of the foregoing matters is deemed to be conclusive.  
Any action to be taken by Management shall require the unanimous consent of 
all members, but in the event the members cannot agree on any action to be 
taken with respect to any issue, then the Board of Directors shall act in 
lieu of the Management for purposes of determining any issue relating to the 
Option Plan.

ELIGIBILITY

An eligible optionee under the Option Plan shall be any person who, at the 
date the Option is granted, is either (i) an active employee of the Company 
having been employed for a minimum of sixty (60) days, or (ii) a Director or 
officer of the Company.  These Options may not be transferred or assigned by 
an optionee or pledged, encumbered or otherwise disposed of except by an 
optionee's last will and testament or by the laws of descent and distribution 
or with the express written consent of Management. Any forfeited or 
terminated Option shall be eligible for redesignation and regrant to eligible 
optionees as determined by Management.

The Option Plan, provides for and reconfirms the issuance of Options to 
purchase an aggregate of 140,000 shares of the Company's Common Stock.  
Messrs. Terry W. Shaver, Gary L. Cox and Frank J. Cinatl are officers of the 
Company.  Mr. Frank J. Cinatl was granted Options to purchase 30,000 shares 
of Common Stock; 10,000 of these Options were exercisable on the date of 
grant, 10,000 became exercisable January 1, 1995 and 10,000 Options will be 
exercisable January 1, 1996.  Messrs. Terry W. Shaver and Gary L. Cox were 
each granted Options to purchase 20,000 shares of Common Stock;  10,000 of 
these Options became exercisable January 1, 1995 and 10,000 Options will be 
exercisable January 1, 1996.  Messrs. Terry W. Shaver and Gary L. Cox were 
each granted additional Options to purchase 1,250 shares of Common Stock, 
exercisable January 1, 1996.  These Options became available for regrant 
after the termination of employment of the Optionee on July 13, 1995.

                                      8
<PAGE>
(a) OPTION PRICE. The exercise price per share of the Company's Common Stock 
issuable upon the exercise of the Options was established by the Board of 
Directors on the grant date at $2.25 per share for the Options vested on the 
date of grant, $2.50 per share for the Options exercisable on January 1, 1995 
and $2.75 per share for the Options exercisable on January 1, 1996.  Options 
to purchase 2,500 shares were forfeited upon the termination of an Optionee.  
On August 17, 1995, Options to purchase these 2,500 shares were regranted at 
the market price on that day of $3.375.

(b) TERM OF OPTION. Each Option shall be exercisable for a period of two 
years from the date such Options become exercisable.

(c) PAYMENT FOR SHARES. The purchase price for an Option is payable in cash 
and is to be paid in full upon exercise of the Option.

ACCELERATION OF VESTING PERIOD

Notwithstanding the designated exercise period for Options as heretofore 
described, the proposed dissolution or liquidation of the Corporation, or in 
the event of a proposed sale of all or substantially all of the assets of the 
Corporation, the Board of Directors may declare that each Option granted 
under this Option Plan shall terminate as of a date to be fixed by the Board 
of Directors; provided that not less than thirty (30) days written notice of 
the date so fixed shall be given to each Eligible Person holding an Option, 
and each such Eligible Person shall have the right, during the period of 
thirty (30) days preceding such termination to exercise his Option as to all 
or any part of the shares of Stock covered thereby, including shares of Stock 
as to which such Option would not otherwise be exercisable.  Nothing set 
forth herein shall extend the term set for purchasing the shares of Stock set 
forth in the Option.

TERMINATION OF EMPLOYMENT

In the event the Optionee's employment terminates, the option periods are 
described as follows:

(a)  If an Optionee shall die (i) while an employee of the Company or a 
Subsidiary or (ii) within three months after termination of his employment 
with the Company or a Subsidiary because of his disability, or retirement or 
otherwise, his Options may be exercised, to the extent that the Optionee 
shall have been entitled to do so on the date of his death or such 
termination of employment, by the person or persons to whom the Optionee's 
right under the Option pass by will or applicable law, or if no such person 
has such right, by his executors or administrators, at any time, or from time 
to time, but not later than the expiration date specified in Paragraph 5 
hereof or one year after the Optionee's death, whichever date is earlier.

                                      8
<PAGE>
(b)  If an Optionee's employment by the Company or a Subsidiary shall 
terminate because of his disability and such Optionee has not died within the 
following three months, he may exercise his Options, to the extent that he 
shall have been entitled to do so at the date of the termination of his 
employment, at any time, or from time to time, but not later than the 
expiration date specified in Paragraph 5 hereof or one year after termination 
of employment, whichever date is earlier.

(c)  If an Optionee's employment shall terminate by reason of his retirement 
in accordance with the terms of the Company's tax-qualified retirement plans 
or with the consent of the Board or the Stock Option Committee or 
involuntarily other than by termination for cause, and such Optionee has not 
died within the following three months, he may exercise his Option to the 
extent he shall have been entitled to do so at the date of the termination of 
his employment, at any time and from to time to time, but not later than the 
expiration date specified in Paragraph 5 hereof or thirty (30) days after 
termination of employment, whichever date is earlier.  For purposes of this 
Paragraph 11, termination for cause shall mean termination of employment by 
reason of the Optionee's commission of a felony, fraud, breach of contract, 
gross negligence or willful misconduct which has resulted, or is likely to 
result, in substantial and material damage to the Company or a Subsidiary, 
all as the Committee or the Company in its sole discretion may determine.

(d)  If, except as noted in 11(e), an Optionee's employment shall terminate 
for any reason other than death, disability, retirement or otherwise, all 
right to exercise his Option shall terminate on the date of such employment 
termination.

(e)  In the event the Company terminates the employment of Messrs. Shaver, 
Cox, or Cinatl whether or not for cause, the Options and the period for 
exercise thereof shall not be affected in any manner by such termination.

                     			     EMPLOYMENT AGREEMENT

Options to purchase 30,000 shares of the Company's Common Stock were granted 
to an employee pursuant to the Employment Agreement dated August 2, 1993.  If 
certain criteria are obtained each year of the three year Employment 
Agreement (defined to be August 1 through July 31), the employee earns 
Options to purchase 10,000 shares of the Company's Common Stock in each of 
those three years.  The exercise price of the Options is the bid price 
established by Nasdaq on the day after the date that the employee achieves 
the criteria.  The Options are exercisable for one year after they are earned.

On June 15, 1994, the employee met the requirements in the first year of the 
Employment Agreement and received Options to purchase 10,000 shares of Common 
Stock.  The opening bid price on the following day was $2.25.  On 
June 16, 1995, the Company granted the employee an extension to exercise 
these Options until October 14, 1995.

                                      9
<PAGE>
On March 2, 1995, the employee met the requirements in the second year of the 
Employment Agreement and received Options to purchase 10,000 shares of Common 
Stock.  The opening bid price on the following day was $3.00.  These Options 
expire, if not exercised, on March 3, 1996.

In July 1995, prior to the third year of the Employment Agreement, the 
Company and the employee negotiated a new employment agreement ("New 
Employment Agreement") which is dated August 1, 1995.  The first year of the 
New Employment Agreement supersedes the third and final year of the 
Employment Agreement.  If certain criteria are met, the New Employment 
Agreement entitles the employee to Options to purchase 10,000 shares of the 
Company's Common Stock only in the first year of the New Employment 
Agreement.  All other terms and conditions related to these Options remain 
unchanged from the Employment Agreement.  Any reference to Employment 
Agreement herein incorporates the New Employment Agreement.

    OPTIONS OUTSTANDING UNDER THE OPTION PLAN AND THE EMPLOYMENT AGREEMENT

As of September 22, 1995, 13 participants held and/or remain entitled to 
receive Options under the Option Plan and Employment Agreement to purchase 
an aggregate of 170,000 shares of Common Stock.  The number of shares 
underlying Options exercisable at such date under the Option Plan and 
Employment Agreement, to be exercisable at subsequent dates under the Option 
Plan and Employment Agreement and the names of the related participants are 
as set forth below.  
<TABLE>
<CAPTION>
                                   					  SHARES UNDERLYING 
                                   					     OUTSTANDING   SHARES UNDERLYING
                     			 SHARES UNDERLYING   EXERCISABLE     OPTIONS TO BE 
NAME OF HOLDER             INITIAL GRANT       OPTIONS        EXERCISABLE
____________________     _________________ _______________ ________________
<S>                      <C>               <C>             <C>
OPTION PLAN:
  Melanie Capps               10,000            5,000            5,000  
  Frank Cinatl                30,000           20,000           10,000  
  Gary Cox                    21,250           10,000           11,250  
  Leland Gearhart             12,500           10,000            2,500  
  Charles Harrington           5,000            2,500            2,500  
  Marvin Krueger               5,000            2,500            2,500  
  Brian MacGregor             15,000           10,000            5,000  
  Dan Roeber                   5,000            2,500            2,500  
  Terry Shaver                21,250           10,000           11,250  
  Bill Stratford               5,000            2,500            2,500  
  Jeffery Thompson             7,500            2,500            5,000  
  Becky Voorhees               2,500            2,500                -
EMPLOYMENT AGREEMENT:
  Barry Horvitz               30,000           20,000           10,000
</TABLE>
                                      10
<PAGE>  
                     			 FEDERAL INCOME TAX EFFECTS

The following discussion applies to Options issued under the Option Plan and 
Employment Agreement and is based on federal income tax laws and regulations 
in effect on December 31, 1994.  It does not purport to be a complete 
description of the federal income tax consequences of the Option Plan and 
Employment Agreement, and it does not describe the consequences of the state, 
local or foreign tax laws which may be applicable.  Accordingly, any person 
receiving a grant under the Option Plan and Employment Agreement should 
consult with his or her own tax adviser.

The Options are not subject to the provisions of the Employee Retirement 
Income Security Act of 1974 and are not qualified under Section 401(a) of the 
Internal Revenue Code of 1986, as amended (the "Code").  Furthermore, Options 
granted under the Option Plan and Employment Agreement are not "Incentive 
Stock Options," as described in Section 422 of the Code.

NON-STATUTORY OPTIONS

The recipient of an Option under the Option Plan and Employment Agreement 
("Non-Statutory Option") does not recognize taxable income on the date of 
grant of the Non-Statutory Option, but recognizes ordinary income generally 
at the date of exercise in the amount of the difference between the Option 
exercise price and the fair market value of the Common Stock on the date of 
exercise.  However, if the recipient is subject to the restrictions on resale 
of Common Stock under Section 16 of the Exchange Act, such person generally 
recognizes ordinary income at the end of the six-month period following the 
date of exercise in the amount of the difference between the Option exercise 
price and the fair market value of the Common Stock at the end of the 
six-month period.  Nevertheless, such person may elect within 30 days after 
the date of exercise to recognize ordinary income as of the date of exercise.  
The amount of ordinary income recognized by the Option holder is deductible 
by the Company in the year that income is recognized.

If a holder of Non-Statutory Options pays the Option exercise price solely in 
cash, his basis in the shares acquired is equal to the fair market value of 
the Common Stock on the date ordinary income is recognized, and upon 
subsequent disposition, any further gain or loss is taxable either as 
short-term or long-term capital gain or loss, depending on how long the 
shares are held.  The holding period for the Common Stock commences as of the 
date ordinary income is recognized.

If the holder of a Non-Statutory Option pays the exercise price, in full or 
in part, with shares of previously acquired Common Stock, if permitted under 
the Option Plan and Employment Agreement, no gain or loss is recognized upon 
the disposition of such previously acquired shares according to rulings 
issued by the Internal Revenue Service.  Shares received, equal in number to 
the previously acquired shares exchanged thereof or, have the same basis and 
holding period as the previously acquired shares.  Shares received in excess 
of the number of previously acquired shares have a basis equal to the fair 
market value of the additional shares as of the date ordinary income is 
recognized.  The holding period for such additional shares commences as of 
the date ordinary income is recognized.

                                      11
<PAGE>
              		    RESTRICTIONS UNDER SECURITIES LAWS

The sale of any shares of Common Stock acquired upon the exercise of stock 
options must be made in compliance with federal and state securities laws.  
Officers, directors and 10% or greater stockholders of the Company may be 
deemed to be "affiliates" of the Company under the federal securities laws 
and, as such, should be aware that resales by affiliates can only be made 
pursuant to an effective Registration Statement, Rule 144 or any other 
applicable exemption.  Officers, directors and 10% or greater stockholders 
are also subject to the "short swing" profit rule of Section 16(b) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").  Section 
16(b) of the Exchange Act generally provides that, if an officer, director or 
10% and greater stockholder sold any Common Stock of the Company acquired 
pursuant to the exercise of a stock option, he would generally be required to 
pay any "profits" resulting from the sale of the stock and receipt of the 
stock option. Section 16(b) exempts all option exercises from being treated 
as purchases and, instead, treats an option grant (including the grant of 
options pursuant to plans such as the Company's Option Plan and Employment 
Agreement) as a purchase of the underlying security, which grant/"purchase" 
may be matched with any sale of the underlying security within six (6) months 
of the date of grant. Stop transfer instructions will be placed with the 
transfer agent of the Company's Common Stock with respect to all stock 
certificates issued under the Option Plan and Employment Agreement.

                                      12
<PAGE>
              		      SALES BY SELLING SECURITY HOLDERS

The following table sets forth the name of each Selling Security Holder, the 
amount of shares of Common Stock held directly or indirectly or underlying 
the Options owned by each holder on September 22, 1995 (including Options 
vested and to be vested), the amount of shares of Common Stock underlying 
such Options to be offered by each such holder, the amount of Common Stock to 
be owned by each such holder following sale of such shares of Common Stock 
and the percentage of shares of Common Stock to be owned by each such holder 
following completion of such offering. 
<TABLE>
<CAPTION>
					                                        SHARES TO    PERCENTAGE
             		     NUMBER OF                 BE OWNED    TO BE OWNED
NAME OF SELLING       SHARES     SHARES TO     AFTER         AFTER
SECURITY HOLDER      OWNED (1)   BE OFFERED   OFFERING      OFFERING
- ------------------- ----------  -----------  ----------  -------------
<S>                 <C>         <C>          <C>         <C>
OPTION PLAN:
  Melanie Capps        10,000      10,000            -          -  
  Frank Cinatl         30,500      30,000          500          -  
  Gary Cox            414,750      21,250      393,500        16.9%  
  Leland Gearhart      14,500      12,500        2,000         0.1%  
  Charles Harrington    5,000       5,000            -          -  
  Marvin Krueger        5,000       5,000            -          -  
  Brian MacGregor      19,000      15,000        4,000         0.2%  
  Dan Roeber            5,000       5,000             -         -  
  Terry Shaver        624,250      21,250      603,200        25.9%  
  Bill Stratford        5,000       5,000            -          -  
  Jeffery Thompson      9,500       7,500        2,000         0.1%  
  Becky Voorhees        2,500       2,500            -          -
EMPLOYMENT AGREEMENT:
  Barry Horvitz        30,000      30,000            -          -
</TABLE>
  
(1) - Includes shares of Common Stock underlying the Options registered 
pursuant to this registration statement.

                     			 DESCRIPTION OF SECURITIES

The Company is currently authorized to issue up to 20,000,000 shares of 
Common Stock, par value $.00l per share, of which 2,161,814 shares were 
outstanding as of August 31, 1995. The Company is also authorized to issue 
up to 2,000,000 shares of Preferred Stock, par value $l.00 per share, none of 
which shares were outstanding as of the date of this Prospectus.

The Company anticipates filing with the State of Delaware an amendment to its 
Articles of Incorporation that will reduce the authorized capital to 
5,000,000 shares of Common Stock and 500,000 shares of Preferred Stock.  An 
Information Statement was mailed on September 1, 1995 to shareholders of 
record on August 18, 1995.

                                     13
<PAGE>
COMMON STOCK

Subject to the dividend rights of the holders of Preferred Stock, holders of 
shares of Common Stock are entitled to share, on a ratable basis, such 
dividends as may be declared by the Board of Directors out of funds legally 
available therefor.  Upon liquidation, dissolution or winding up of the 
Company, after payment to creditors and holders of preferred stock that may 
be outstanding, the assets of the Company will be divided pro rata on a per 
share basis among the holders of the Common Stock.

Each share of Common Stock entitles the holders thereof to one vote. Holders 
of Common Stock do not have cumulative voting rights which means that the 
holders of more than 50% of the shares voting for the election of Directors 
can elect all of the Directors if they choose to do so, and, in such event, 
the holders of the remaining shares will not be able to elect any Directors.  
The By-Laws of the Company require that only a majority of the issued and 
outstanding shares of Common Stock of the Company need be represented to 
constitute a quorum and to transact business at a stockholders' meeting. The 
Common Stock has no preemptive, subscription or conversion rights and is not 
redeemable by the Company.

PREFERRED STOCK

The Preferred Stock may be issued by resolutions of the Company's Board of 
Directors from time to time without any action of the stockholders.  Such 
resolutions may authorize issuances of such Preferred Stock in one or more 
series and may fix and determine dividend and liquidation preferences, voting 
rights, conversion privileges, redemption terms and other privileges and 
rights of the shares of each authorized series.

NASDAQ

The Company's Common Stock is traded on NASDAQ under the symbol "ABIX."

TRANSFER AGENT

The Transfer Agent for the shares of Common Stock is North American Transfer 
Co., 147 West Merrick Road, Freeport, New York 11520.

                            				LEGAL MATTERS

Legal matters in connection with the securities being offered hereby will be 
passed upon for the Company by Atlas, Pearlman, Trop & Borkson, P.A., 
3200 North Military Trail, Suite 205, Boca Raton, Florida 33431.

                                      14
<PAGE>
                            				   EXPERTS

The financial statements and schedule of the Company as of December 31, 1994 
and 1993, and for each of the years in the three-year period ended 
December 31, 1994, have been incorporated by reference herein and in the 
registration statement in reliance upon the report of KPMG Peat Marwick LLP, 
independent certified public accountants, incorporated by reference herein, 
and upon the authority of said firm as experts in accounting and auditing.  
The report of KPMG Peat Marwick LLP covering the December 31, 1994, financial 
statements refers to a change in method of accounting for income taxes in 
1993.

                     			       INDEMNIFICATION

Section 145 of the General Corporation Law of Delaware, under which 
jurisdiction the Company is incorporated, empowers a corporation to indemnify 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative by reason of the fact that he or 
she is or was a director, officer, employee or agent of the corporation or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation or enterprise.  A corporation may 
indemnify against expenses (including attorneys' fees) and, other than in 
respect of an action by or in the right of the corporation, against 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred in connection with such action, suit or proceeding if the person 
indemnified acted in good faith and in a manner he or she reasonably believed 
to be in or not opposed to the best interests of the corporation, and with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his or her conduct was unlawful.  In the case of an action by or in 
the right of the corporation, no indemnification of expenses may be made in 
respect to any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the corporation unless and only to the extant that 
the Court of Chancery or the court in which such action was brought shall 
determine that, despite the adjudication of liability, such person is fairly 
and reasonably entitled to indemnity for such expenses which the court shall 
deem proper section 145 of the General Corporation Law of Delaware further 
provides that to the extent a director, officer, employee or agent of the 
corporation has been successful in the defense of any action, suit or 
proceeding referred to above or in the defense of any claim, issue or matter 
therein, he or she shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him or her in connection 
therewith.

The Certificate of Incorporation and By-Laws of the Company will require the 
Company to indemnify its Directors and officers to the fullest extent 
permitted by the General Corporation Law of the State of Delaware.

                                      15
<PAGE>
                            				   PART II

        	      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) through (e) below are incorporated by reference 
in the Registration Statement.  All documents subsequently filed by the 
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, as amended (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 the Registration Statement and to 
be part thereof from the date or filing of such documents.

(a) The Registrant's latest annual report and, where interests in a plan are 
being registered, the plan's latest annual report filed pursuant to Section 
13(a) or 15(d) of the Exchange Act, or, in the case of the Registrant, either 
(i) the latest prospectus filed pursuant to Rule 424(b) under the Securities 
Act of 1933, as amended (the "Act"), that contains audited financial 
statements for the Registrant's latest fiscal year for which such statements 
have been filed or (2) the Registrant's effective registration statement on 
Form 10 or 30F filed under the Exchange Act containing audited financial 
statements for the Registrant's latest fiscal year.

(b) The Registrant's Form l0-Q Quarterly Report for the quarterly period 
ending March 31, 1995.

(c) The Registrant's Form l0-Q Quarterly Report for the quarterly period 
ending June 30, 1995.

(d) All other reports filed pursuant to Section 13 or 15(d) of the Exchange 
Act since the end of the fiscal year covered by the Registrant document 
referred to in (a) above.

(e) The description of the Common Stock of the Company which is contained in 
a registration statement filed under the Exchange Act, including any 
amendment or report filed for the purpose of updating such description.

ITEM 4. DESCRIPTION OF SECURITIES

The class of securities to be offered hereby is registered under section 12 
of the securities Exchange Act of 1934, as amended.  A description of the 
Registrant's securities is set forth in the Prospectus incorporated as a part 
of this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

                                      16
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of Delaware, under which 
jurisdiction the Company is incorporated, empowers a corporation to indemnify 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative by reason of the fact that he or 
she is or was a director, officer, employee or agent of the corporation or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation or enterprise.  A corporation may 
indemnify against expenses (including attorneys' fees) and, other than in 
respect of an action by or in the right of the corporation, against 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred in connection with such action, suit or proceeding if the person 
indemnified acted in good faith and in a manner he or she reasonably believed 
to be in or not opposed to the best interests of the corporation, and with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his or her conduct was unlawful. In the case of an action by or in 
the right of the corporation, no indemnification of expenses may be made in 
respect to any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the corporation unless and only to the extent that 
the Court of Chancery or the court in which such action was brought shall 
determine that, despite the adjudication of liability, such person is fairly 
and reasonably entitled to indemnity for such expenses which the court shall 
deem proper.  Section 145 of the General Corporation Law of Delaware further 
provides that to the extent a director, officer, employee or agent of the 
corporation has been successful in the defense of any action, suit or 
proceeding referred to above or in the defense of any claim, issue or matter 
therein, he or she shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him or her in connection 
therewith.

The Certificate of Incorporation and By-Laws of the Company will require the 
Company to indemnify its Directors and officers to the fullest extent 
permitted by the General Corporation Law of the State of Delaware.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

At the present time, Options to purchase 170,000 shares of the Registrant's 
Common Stock have been granted, and no Options to purchase have heretofore 
been exercised.  The designated Participants in the Option Plan and 
Employment Agreement were executive officers and key employees of the 
Registrant totaling 13 in number.  Inasmuch as the securities were issued to 
persons who were deemed knowledgeable, sophisticated and/or had access to 
comprehensive information relevant to the Registrant, such transactions were 
undertaken in reliance on the exemption from registration provided by Section 
4(2) of the Securities Act of 1933.

                                      17
<PAGE>
ITEM 8. EXHIBITS

EXHIBIT   DESCRIPTION
- --------  ------------
(4)  (a)  Copy of the Registrant's 1994 Stock Option Plan and Form of Option 
       	  Agreements   
     (b)  Employment Agreement of Barry Horvitz dated August 2, 1993   
     (c)  Employment Agreement of Barry Horvitz dated August 1, 1995

(5)       Opinion of Atlas, Pearlman, Trop & Borkson, P. A. relating to the 
       	  issuance of shares of Common Stock pursuant to the Option Plan, 
	         Employment Agreement and New Employment Agreement
	 
(24) (a)  Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in the 
	         opinion filed as exhibit (5) hereto
	  
(24) (b)  Independent Auditors' Consent

ITEM 9.  UNDERTAKINGS

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offerings or sales are being made, a 
post-effective amendment to this Registration Statement 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;

(b) That, for the purposes of determining any liability under the 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; and 

(c) 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.

(2) The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Act, each filing of the Registrant's 
annual report pursuant to Section 13 (a) or Section 15(d) of the Exchange Act 
(and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by 
reference in 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.

                                      18
<PAGE>
(3) Insofar as indemnification for liabilities arising under the 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 of 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.

                                      19
<PAGE>
                             				  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas and the State of Texas, on 
the 5th day of October, 1995.

                                     						ABATIX ENVIRONMENTAL CORP.


                                     						By: /S/ TERRY W. SHAVER
                                      						   -------------------------
                                      						   Terry W. Shaver
                                      						   Chairman of the Board, 
                                      						   President and Principal 
                                      						   Executive Officer

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

     SIGNATURE                        TITLE                        DATE
- --------------------  --------------------------------------  ---------------
/S/ TERRY W. SHAVER   Chairman of the Board, President and    October 5, 1995 
- -------------------   Principal Executive Officer
Terry W. Shaver       


/S/ GARY L. COX       Executive Vice President, Chief         October 5, 1995
- -------------------   Opterating Officer and Director
Gary L. Cox


/S/ FRANK J. CINATL   Vice President and Principal            October 5, 1995
- -------------------   Financial and Accounting Officer
Frank J. Cinatl, IV


/S/ LAMONT C. LAUE    Director                                October 5, 1995
- -------------------
Lamont C. Laue

                                      20
<PAGE>

                             				  EXHIBITS

                             				     OF

                      			  ABATIX ENVIRONMENTAL CORP.

                             				 FILED WITH

                      			  S-8 REGISTRATION STATEMENT

                      			       FILED WITH THE

                		     SECURITIES AND EXCHANGE COMMISSION

<PAGE>

                       			       EXHIBIT INDEX

                       			ABATIX ENVIRONMENTAL CORP.

EXHIBIT   DESCRIPTION                                                  PAGE
- --------  ------------                                                ------
(4)  (a)  Copy of the Registrant's 1994 Stock Option Plan and Form
       	  of Option Agreements   
     (b)  Employment Agreement of Barry Horvitz dated August 2, 1993   
     (c)  Employment Agreement of Barry Horvitz dated August 1, 1995

(5)       Opinion of Atlas, Pearlman, Trop & Borkson, P. A. relating
       	  to the issuance of shares of Common Stock pursuant to the
       	  Option Plan, Employment Agreement and New Employment
       	  Agreement
	 
(24) (a)  Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
	         in the opinion filed as exhibit (5) hereto
	  
(24) (b)  Independent Auditors' Consent
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 51055}]
{"company-data": {"conformed-name": "ABATIX ENVIRONMENTAL CORP", "cik": "0000845779", "assigned-sic": "5080", "irs-number": "751908110", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63265", "film-number": "95579187"}, "business-address": {"street1": "8311 EASTPOINT DR STE 400", "city": "DALLAS", "state": "TX", "zip": "75227", "phone": "2143811146"}, "mail-address": {"street1": "8311 EASTPOINT DRIVE", "street2": "SUITE 400", "city": "DALLAS", "state": "TX", "zip": "75227"}}
As filed with the Securities and Exchange commission on October 6, 1995

                                                  							   File No- 33 _____
- -----------------------------------------------------------------------------

              		     SECURITIES AND EXCHANGE COMMISSION
			                        Washington, DC  20549

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

                     			 ABATIX ENVIRONMENTAL CORP.
         	    (Exact name of issuer as specified in its charter)

Delaware                                                           75-1908110
(State or other jurisdiction                                 (I.R.S. employer
of incorporation or organization)                         Identification No.)

8311 Eastpoint Drive, Suite 400 
Dallas, Texas                                                           75227
(Address of principal executive offices)                           (Zip Code)

                     			   1994 STOCK OPTION PLAN 
                           				     AND
                     			    EMPLOYMENT AGREEMENT
                     			 (Full title of the plans)

                      			    Frank J. Cinatl, IV
                     			       Vice President
                     			 Abatix Environmental Corp.
               		      8311 Eastpoint Drive, Suite 400
                       			   Dallas, Texas  75227
                		  (Name and address of agent for service)

                     			       (214) 381-1146
         (Telephone number, including area code, of agent for service)

                            				   Copy to:

                      			     Jim Schneider, Esq.
                		    Atlas, Pearlman, Trop & Borkson, P.A.
                		    3200 North Military Trail, Suite 205
                       			 Boca Raton, Florida  33431
                       			       (407) 697-4828
CALCULATION OF REGISTRATION FEE

				                                 Proposed      Proposed
                            				     maximum       maximum
                            				     offering      aggregate    Amount of
Title of securities  Amount to be    price per     offering     registration
to be registered     registered(1)   share(1)      price(1)     fee
- -----------------------------------------------------------------------------

Common Stock
($.001 par value)    170,000 shares  $2.25-3.75    $451,563     $156.00
- -----------------------------------------------------------------------------

(1) Pursuant to Rule 457(h), the maximum aggregate offering price was 
calculated based upon the exercise price as to outstanding Options covering 
160,000 shares, and pursuant to Rule 457(c) the maximum aggregate offering 
price was calculated based upon the average of the bid and ask price within 
5 business days prior to the date of filing this registration statement 
covering 10,000 shares.

                                     2
ABATIX ENVIRONMENTAL CORP.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

      FORM S-8 ITEM NUMBER AND               CAPTION IN PROSPECTUS
	      CAPTION

 1. Forepart of registration statement  Facing Page of Registration Statement
    and outside front cover page of     and Cover Page of Prospectus
    prospectus 

 2. Inside front and outside back       Inside Cover Page of Prospectus and
    cover pages of prospectus           Outside Cover Page of Prospectus 
   
 3. Summary information, risk factors 
    and ratio of earnings to fixed 
    charges                             Not Applicable 
   
 4. Use of proceeds                     Not Applicable 

 5. Determination of offering price     Not Applicable 

 6. Dilution                            Not Applicable 

 7. Selling security holders            Sales by Selling Security Holders 

 8. Plan of distribution                Cover Page of Prospectus and Sales by 
					Selling Security Holders 

 9. Description of securities to be     Description of Securities; Stock 
    registered                          Option Plan; Employment Agreement and 
                                   					Sales by Selling Security Holders
				       
10. Interests of named experts and      Not Applicable
    counsel

11. Material changes                    Not Applicable

12. Incorporation of certain            Incorporation of Certain Documents by
    information by reference            Reference

13. Disclosure of Commission 
    position on indemnification for 
    Securities Act liabilities          Indemnification

                                     3
PROSPECTUS
                      		  ABATIX ENVIRONMENTAL CORP.

                     			170,000 SHARES OF COMMON STOCK

                    			      ($.001 PAR VALUE)

     	      To be Issued pursuant to the 1994 Stock Option Plan
                    			 and the Employment Agreement

This Prospectus is part of a Registration Statement which registers an 
aggregate 170,000 shares of Common Stock, $.001 par value ("Common Stock") of 
Abatix Environmental Corp. ("Abatix" or the "Company") which have been 
issued, as set forth herein, to officers, directors and key employees of the 
Company pursuant to stock options to purchase up to 170,000 shares of the 
Common Stock (the "Options") under and in accordance with the 1994 Stock 
Option Plan (the "Option Plan") and the employment agreement (the "Employment 
Agreement") with an employee of the company.  Such selling stockholders are 
hereinafter collectively referred to as the "Selling Security Holders."  All 
of the Options were granted to such officers, directors or key employees 
pursuant to the Option Plan and Employment Agreement and concomitant to 
individual written options.  The Company has been advised by the Selling 
Security Holders that they may sell all or a portion of their shares of 
Common Stock from time to time in the over-the-counter market in negotiated 
transactions, directly or through brokers or otherwise, and that such shares 
will be sold at market prices prevailing at the time of such sales or at 
negotiated prices.

No person has been authorized by the Company to give any information or to 
make any representation other than as contained in this Prospectus, and if 
given or made, such information or representation must not be relied upon as 
having been authorized by the Company.  Neither the delivery of this 
Prospectus nor any distribution of the shares of the Common Stock issuable 
upon exercise of the Options under the terms of the Option Plan and 
Employment Agreement shall, under any circumstances, create any implication 
that there has been no change in the affairs of the Company since the date 
hereof.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE 
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

The date of this Prospectus is October 6, 1995.

                                      4
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance 
therewith, files reports, proxy statements and other information with the 
Securities and Exchange Commission (the "Commission").  Reports, proxy 
statements and other information filed with the Commission can be inspected 
and copied at the Public Reference facilities of the Commission at 450 Fifth 
street, N.W., Washington, D.C. 20549.  Copies of this material can also be 
obtained at prescribed rates from the Public Reference section of the 
Commission at its principal office at 450 Fifth street, N.W., Washington, 
D.C. 20549.  The Company's Common Stock is traded through NASDAQ under the 
symbol "ABIX."

The Company has filed with the Commission a Registration Statement on Form 
S-8 (the "Registration Statement") under the Securities Act of 1933, as 
amended (the "Act"), with respect to an aggregate of 170,000 shares of the 
Company's Common Stock, to be issued to certain officers, directors and key 
employees of the Company pursuant to the Option Plan and Employment Agreement 
and separate option agreements.  This Prospectus, which is Part I of the 
Registration Statement, omits certain information contained in the 
Registration Statement.  For further information with respect to the Company 
and the shares of the Common Stock offered by this Prospectus, reference is 
made to the Registration Statement, including the exhibits thereto.  
Statements in this Prospectus as to any document are not necessarily 
complete, and where any such document is an exhibit to the Registration 
Statement or is incorporated by reference herein, each such statement is 
qualified in all respects by the provisions of such exhibit or other 
document, to which reference is hereby made, for a full statement of the 
provisions thereof.  A copy of the Registration Statement, with exhibits, may 
be obtained from the Commission's office in Washington, D.C. (at the above 
address) upon payment of the fees prescribed by the rules and regulations of 
the Commission, or examined there without charge.

      	       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are 
incorporated herein by reference and made a part hereof:

The Company's Annual Report on Form 10-K for the year ended December 31, 1994.

The Company's Form 10-Q Quarterly Report for the quarterly period ended 
March 31, 1995.

The Company's Form 10-Q Quarterly Report for the quarterly period ended 
June 30, 1995.

                                      5
All reports and documents filed by the Company pursuant to section 13, 14 or 
15(d) of the Exchange Act, prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby 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 respective 
date of filing of such documents.  Any statement incorporated by reference 
herein shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any other 
subsequently filed document, which also is or is deemed to be incorporated by 
reference herein, modifies or supersedes such statement.  Any statement 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus.

The Company hereby undertakes to provide without charge to each person, 
including any beneficial owner, to whom a copy of the Prospectus has been 
delivered, on the written request of any such person, a copy of any or all 
of the documents referred to above which have been or may be incorporated by 
reference in this Prospectus, other than exhibits to such documents.  Written 
requests for such copies should be directed to Corporate Secretary, Abatix 
Environmental Corp., 8311 Eastpoint Drive, Suite 400, Dallas, Texas 75227, 
telephone (214) 381-1146.

                            				 THE COMPANY

Abatix markets and distributes personal protection and safety equipment, and 
durable and nondurable supplies to the asbestos and lead abatement, 
industrial safety and hazardous materials industries.  The Company also 
distributes tools to the construction industry.  During 1994, the Company 
sold over 8,000 products consisting of equipment and supplies to over 3,000 
customers from its eight distribution centers in Texas, California, Arizona, 
Colorado and Washington.  Currently, approximately 65 percent of the 
Company's sales are to the asbestos and lead abatement industries, and 
approximately 13 percent, 12 percent and 10 percent of its sales are to the 
construction, industrial safety and hazardous materials industries, 
respectively.  The Company believes a majority of its sales for the 
foreseeable future will continue to be made to asbestos and lead abatement 
contractors, and project organizers and managers.  At present, the Company 
estimates its share of the asbestos abatement supply market to be 
approximately 15 percent to 20 percent in the markets served by the Company.

                            				 OPTION PLAN

GENERAL INFORMATION

On September 30, 1994 the Board of Directors of the Company approved the 
issuance of stock Options pursuant to which the Board of Directors authorized 
and reserved up to 140,000 shares of the Company's Common Stock for issuance.  
The Board of Directors also gave the discretion of granting these Options to 
management, defined as the Chief Executive Officer and Chief Operating 
Officer ("Management").  At the time the Board of Directors authorized the 
Option Plan, the members of the Board of Directors and Management consisted 
of Terry W. Shaver and Gary L. Cox.  Mr. Lamont C. Laue joined the Board of 
Directors in January 1995.

                                      6
PURPOSE

The purpose of this Option Plan is to reward key employees and executives of 
the Company for past contributions as well as to induce executives and key 
employees of the Company who are in a position to contribute materially to 
the Company's prosperity to remain with the Company, to offer incentives and 
rewards in recognition of their share in the Company's progress and to 
encourage participants to continue to promote the best interests of the 
Company.

ADMINISTRATION

The Option Plan is to be administered by Management, who is authorized to 
construe and interpret the Option Plan and to make all final determinations 
necessary or appropriate for its administration.  Management is charged with 
the responsibility to interpret the Option Plan and, to the extent and in the 
manner contemplated in the Option Plan, has discretion to prescribe, amend 
and rescind rules and regulations relating to the Option Plan.  Management 
also has the responsibility to determine the terms and provisions of any 
amendments of the respective option agreements relating to the issuance of 
the Options including the ability to conform the option agreements in order 
to comply with any law or regulation applicable thereto.  Management's 
determination as to all of the foregoing matters is deemed to be conclusive.  
Any action to be taken by Management shall require the unanimous consent of 
all members, but in the event the members cannot agree on any action to be 
taken with respect to any issue, then the Board of Directors shall act in 
lieu of the Management for purposes of determining any issue relating to the 
Option Plan.

ELIGIBILITY

An eligible optionee under the Option Plan shall be any person who, at the 
date the Option is granted, is either (i) an active employee of the Company 
having been employed for a minimum of sixty (60) days, or (ii) a Director or 
officer of the Company.  These Options may not be transferred or assigned by 
an optionee or pledged, encumbered or otherwise disposed of except by an 
optionee's last will and testament or by the laws of descent and distribution 
or with the express written consent of Management. Any forfeited or 
terminated Option shall be eligible for redesignation and regrant to eligible 
optionees as determined by Management.

The Option Plan, provides for and reconfirms the issuance of Options to 
purchase an aggregate of 140,000 shares of the Company's Common Stock.  
Messrs. Terry W. Shaver, Gary L. Cox and Frank J. Cinatl are officers of the 
Company.  Mr. Frank J. Cinatl was granted Options to purchase 30,000 shares 
of Common Stock; 10,000 of these Options were exercisable on the date of 
grant, 10,000 became exercisable January 1, 1995 and 10,000 Options will be 
exercisable January 1, 1996.  Messrs. Terry W. Shaver and Gary L. Cox were 
each granted Options to purchase 20,000 shares of Common Stock;  10,000 of 
these Options became exercisable January 1, 1995 and 10,000 Options will be 
exercisable January 1, 1996.  Messrs. Terry W. Shaver and Gary L. Cox were 
each granted additional Options to purchase 1,250 shares of Common Stock, 
exercisable January 1, 1996.  These Options became available for regrant 
after the termination of employment of the Optionee on July 13, 1995.

                                      8
(a) OPTION PRICE. The exercise price per share of the Company's Common Stock 
issuable upon the exercise of the Options was established by the Board of 
Directors on the grant date at $2.25 per share for the Options vested on the 
date of grant, $2.50 per share for the Options exercisable on January 1, 1995 
and $2.75 per share for the Options exercisable on January 1, 1996.  Options 
to purchase 2,500 shares were forfeited upon the termination of an Optionee.  
On August 17, 1995, Options to purchase these 2,500 shares were regranted at 
the market price on that day of $3.375.

(b) TERM OF OPTION. Each Option shall be exercisable for a period of two 
years from the date such Options become exercisable.

(c) PAYMENT FOR SHARES. The purchase price for an Option is payable in cash 
and is to be paid in full upon exercise of the Option.

ACCELERATION OF VESTING PERIOD

Notwithstanding the designated exercise period for Options as heretofore 
described, the proposed dissolution or liquidation of the Corporation, or in 
the event of a proposed sale of all or substantially all of the assets of the 
Corporation, the Board of Directors may declare that each Option granted 
under this Option Plan shall terminate as of a date to be fixed by the Board 
of Directors; provided that not less than thirty (30) days written notice of 
the date so fixed shall be given to each Eligible Person holding an Option, 
and each such Eligible Person shall have the right, during the period of 
thirty (30) days preceding such termination to exercise his Option as to all 
or any part of the shares of Stock covered thereby, including shares of Stock 
as to which such Option would not otherwise be exercisable.  Nothing set 
forth herein shall extend the term set for purchasing the shares of Stock set 
forth in the Option.

TERMINATION OF EMPLOYMENT

In the event the Optionee's employment terminates, the option periods are 
described as follows:

(a)  If an Optionee shall die (i) while an employee of the Company or a 
Subsidiary or (ii) within three months after termination of his employment 
with the Company or a Subsidiary because of his disability, or retirement or 
otherwise, his Options may be exercised, to the extent that the Optionee 
shall have been entitled to do so on the date of his death or such 
termination of employment, by the person or persons to whom the Optionee's 
right under the Option pass by will or applicable law, or if no such person 
has such right, by his executors or administrators, at any time, or from time 
to time, but not later than the expiration date specified in Paragraph 5 
hereof or one year after the Optionee's death, whichever date is earlier.

                                      8
(b)  If an Optionee's employment by the Company or a Subsidiary shall 
terminate because of his disability and such Optionee has not died within the 
following three months, he may exercise his Options, to the extent that he 
shall have been entitled to do so at the date of the termination of his 
employment, at any time, or from time to time, but not later than the 
expiration date specified in Paragraph 5 hereof or one year after termination 
of employment, whichever date is earlier.

(c)  If an Optionee's employment shall terminate by reason of his retirement 
in accordance with the terms of the Company's tax-qualified retirement plans 
or with the consent of the Board or the Stock Option Committee or 
involuntarily other than by termination for cause, and such Optionee has not 
died within the following three months, he may exercise his Option to the 
extent he shall have been entitled to do so at the date of the termination of 
his employment, at any time and from to time to time, but not later than the 
expiration date specified in Paragraph 5 hereof or thirty (30) days after 
termination of employment, whichever date is earlier.  For purposes of this 
Paragraph 11, termination for cause shall mean termination of employment by 
reason of the Optionee's commission of a felony, fraud, breach of contract, 
gross negligence or willful misconduct which has resulted, or is likely to 
result, in substantial and material damage to the Company or a Subsidiary, 
all as the Committee or the Company in its sole discretion may determine.

(d)  If, except as noted in 11(e), an Optionee's employment shall terminate 
for any reason other than death, disability, retirement or otherwise, all 
right to exercise his Option shall terminate on the date of such employment 
termination.

(e)  In the event the Company terminates the employment of Messrs. Shaver, 
Cox, or Cinatl whether or not for cause, the Options and the period for 
exercise thereof shall not be affected in any manner by such termination.

                     			     EMPLOYMENT AGREEMENT

Options to purchase 30,000 shares of the Company's Common Stock were granted 
to an employee pursuant to the Employment Agreement dated August 2, 1993.  If 
certain criteria are obtained each year of the three year Employment 
Agreement (defined to be August 1 through July 31), the employee earns 
Options to purchase 10,000 shares of the Company's Common Stock in each of 
those three years.  The exercise price of the Options is the bid price 
established by Nasdaq on the day after the date that the employee achieves 
the criteria.  The Options are exercisable for one year after they are earned.

On June 15, 1994, the employee met the requirements in the first year of the 
Employment Agreement and received Options to purchase 10,000 shares of Common 
Stock.  The opening bid price on the following day was $2.25.  On 
June 16, 1995, the Company granted the employee an extension to exercise 
these Options until October 14, 1995.

                                      9
On March 2, 1995, the employee met the requirements in the second year of the 
Employment Agreement and received Options to purchase 10,000 shares of Common 
Stock.  The opening bid price on the following day was $3.00.  These Options 
expire, if not exercised, on March 3, 1996.

In July 1995, prior to the third year of the Employment Agreement, the 
Company and the employee negotiated a new employment agreement ("New 
Employment Agreement") which is dated August 1, 1995.  The first year of the 
New Employment Agreement supersedes the third and final year of the 
Employment Agreement.  If certain criteria are met, the New Employment 
Agreement entitles the employee to Options to purchase 10,000 shares of the 
Company's Common Stock only in the first year of the New Employment 
Agreement.  All other terms and conditions related to these Options remain 
unchanged from the Employment Agreement.  Any reference to Employment 
Agreement herein incorporates the New Employment Agreement.

    OPTIONS OUTSTANDING UNDER THE OPTION PLAN AND THE EMPLOYMENT AGREEMENT

As of September 22, 1995, 13 participants held and/or remain entitled to 
receive Options under the Option Plan and Employment Agreement to purchase 
an aggregate of 170,000 shares of Common Stock.  The number of shares 
underlying Options exercisable at such date under the Option Plan and 
Employment Agreement, to be exercisable at subsequent dates under the Option 
Plan and Employment Agreement and the names of the related participants are 
as set forth below.
SHARES UNDERLYING 
                                   					     OUTSTANDING   SHARES UNDERLYING
                     			 SHARES UNDERLYING   EXERCISABLE     OPTIONS TO BE 
NAME OF HOLDER             INITIAL GRANT       OPTIONS        EXERCISABLE
____________________     _________________ _______________ ________________
OPTION PLAN:
  Melanie Capps               10,000            5,000            5,000  
  Frank Cinatl                30,000           20,000           10,000  
  Gary Cox                    21,250           10,000           11,250  
  Leland Gearhart             12,500           10,000            2,500  
  Charles Harrington           5,000            2,500            2,500  
  Marvin Krueger               5,000            2,500            2,500  
  Brian MacGregor             15,000           10,000            5,000  
  Dan Roeber                   5,000            2,500            2,500  
  Terry Shaver                21,250           10,000           11,250  
  Bill Stratford               5,000            2,500            2,500  
  Jeffery Thompson             7,500            2,500            5,000  
  Becky Voorhees               2,500            2,500                -
EMPLOYMENT AGREEMENT:
  Barry Horvitz               30,000           20,000           10,000
10
FEDERAL INCOME TAX EFFECTS

The following discussion applies to Options issued under the Option Plan and 
Employment Agreement and is based on federal income tax laws and regulations 
in effect on December 31, 1994.  It does not purport to be a complete 
description of the federal income tax consequences of the Option Plan and 
Employment Agreement, and it does not describe the consequences of the state, 
local or foreign tax laws which may be applicable.  Accordingly, any person 
receiving a grant under the Option Plan and Employment Agreement should 
consult with his or her own tax adviser.

The Options are not subject to the provisions of the Employee Retirement 
Income Security Act of 1974 and are not qualified under Section 401(a) of the 
Internal Revenue Code of 1986, as amended (the "Code").  Furthermore, Options 
granted under the Option Plan and Employment Agreement are not "Incentive 
Stock Options," as described in Section 422 of the Code.

NON-STATUTORY OPTIONS

The recipient of an Option under the Option Plan and Employment Agreement 
("Non-Statutory Option") does not recognize taxable income on the date of 
grant of the Non-Statutory Option, but recognizes ordinary income generally 
at the date of exercise in the amount of the difference between the Option 
exercise price and the fair market value of the Common Stock on the date of 
exercise.  However, if the recipient is subject to the restrictions on resale 
of Common Stock under Section 16 of the Exchange Act, such person generally 
recognizes ordinary income at the end of the six-month period following the 
date of exercise in the amount of the difference between the Option exercise 
price and the fair market value of the Common Stock at the end of the 
six-month period.  Nevertheless, such person may elect within 30 days after 
the date of exercise to recognize ordinary income as of the date of exercise.  
The amount of ordinary income recognized by the Option holder is deductible 
by the Company in the year that income is recognized.

If a holder of Non-Statutory Options pays the Option exercise price solely in 
cash, his basis in the shares acquired is equal to the fair market value of 
the Common Stock on the date ordinary income is recognized, and upon 
subsequent disposition, any further gain or loss is taxable either as 
short-term or long-term capital gain or loss, depending on how long the 
shares are held.  The holding period for the Common Stock commences as of the 
date ordinary income is recognized.

If the holder of a Non-Statutory Option pays the exercise price, in full or 
in part, with shares of previously acquired Common Stock, if permitted under 
the Option Plan and Employment Agreement, no gain or loss is recognized upon 
the disposition of such previously acquired shares according to rulings 
issued by the Internal Revenue Service.  Shares received, equal in number to 
the previously acquired shares exchanged thereof or, have the same basis and 
holding period as the previously acquired shares.  Shares received in excess 
of the number of previously acquired shares have a basis equal to the fair 
market value of the additional shares as of the date ordinary income is 
recognized.  The holding period for such additional shares commences as of 
the date ordinary income is recognized.

                                      11
RESTRICTIONS UNDER SECURITIES LAWS

The sale of any shares of Common Stock acquired upon the exercise of stock 
options must be made in compliance with federal and state securities laws.  
Officers, directors and 10% or greater stockholders of the Company may be 
deemed to be "affiliates" of the Company under the federal securities laws 
and, as such, should be aware that resales by affiliates can only be made 
pursuant to an effective Registration Statement, Rule 144 or any other 
applicable exemption.  Officers, directors and 10% or greater stockholders 
are also subject to the "short swing" profit rule of Section 16(b) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").  Section 
16(b) of the Exchange Act generally provides that, if an officer, director or 
10% and greater stockholder sold any Common Stock of the Company acquired 
pursuant to the exercise of a stock option, he would generally be required to 
pay any "profits" resulting from the sale of the stock and receipt of the 
stock option. Section 16(b) exempts all option exercises from being treated 
as purchases and, instead, treats an option grant (including the grant of 
options pursuant to plans such as the Company's Option Plan and Employment 
Agreement) as a purchase of the underlying security, which grant/"purchase" 
may be matched with any sale of the underlying security within six (6) months 
of the date of grant. Stop transfer instructions will be placed with the 
transfer agent of the Company's Common Stock with respect to all stock 
certificates issued under the Option Plan and Employment Agreement.

                                      12
SALES BY SELLING SECURITY HOLDERS

The following table sets forth the name of each Selling Security Holder, the 
amount of shares of Common Stock held directly or indirectly or underlying 
the Options owned by each holder on September 22, 1995 (including Options 
vested and to be vested), the amount of shares of Common Stock underlying 
such Options to be offered by each such holder, the amount of Common Stock to 
be owned by each such holder following sale of such shares of Common Stock 
and the percentage of shares of Common Stock to be owned by each such holder 
following completion of such offering.
SHARES TO    PERCENTAGE
             		     NUMBER OF                 BE OWNED    TO BE OWNED
NAME OF SELLING       SHARES     SHARES TO     AFTER         AFTER
SECURITY HOLDER      OWNED (1)   BE OFFERED   OFFERING      OFFERING
- ------------------- ----------  -----------  ----------  -------------
OPTION PLAN:
  Melanie Capps        10,000      10,000            -          -  
  Frank Cinatl         30,500      30,000          500          -  
  Gary Cox            414,750      21,250      393,500        16.9%  
  Leland Gearhart      14,500      12,500        2,000         0.1%  
  Charles Harrington    5,000       5,000            -          -  
  Marvin Krueger        5,000       5,000            -          -  
  Brian MacGregor      19,000      15,000        4,000         0.2%  
  Dan Roeber            5,000       5,000             -         -  
  Terry Shaver        624,250      21,250      603,200        25.9%  
  Bill Stratford        5,000       5,000            -          -  
  Jeffery Thompson      9,500       7,500        2,000         0.1%  
  Becky Voorhees        2,500       2,500            -          -
EMPLOYMENT AGREEMENT:
  Barry Horvitz        30,000      30,000            -          -
(1) - Includes shares of Common Stock underlying the Options registered 
pursuant to this registration statement.

                     			 DESCRIPTION OF SECURITIES

The Company is currently authorized to issue up to 20,000,000 shares of 
Common Stock, par value $.00l per share, of which 2,161,814 shares were 
outstanding as of August 31, 1995. The Company is also authorized to issue 
up to 2,000,000 shares of Preferred Stock, par value $l.00 per share, none of 
which shares were outstanding as of the date of this Prospectus.

The Company anticipates filing with the State of Delaware an amendment to its 
Articles of Incorporation that will reduce the authorized capital to 
5,000,000 shares of Common Stock and 500,000 shares of Preferred Stock.  An 
Information Statement was mailed on September 1, 1995 to shareholders of 
record on August 18, 1995.

                                     13
COMMON STOCK

Subject to the dividend rights of the holders of Preferred Stock, holders of 
shares of Common Stock are entitled to share, on a ratable basis, such 
dividends as may be declared by the Board of Directors out of funds legally 
available therefor.  Upon liquidation, dissolution or winding up of the 
Company, after payment to creditors and holders of preferred stock that may 
be outstanding, the assets of the Company will be divided pro rata on a per 
share basis among the holders of the Common Stock.

Each share of Common Stock entitles the holders thereof to one vote. Holders 
of Common Stock do not have cumulative voting rights which means that the 
holders of more than 50% of the shares voting for the election of Directors 
can elect all of the Directors if they choose to do so, and, in such event, 
the holders of the remaining shares will not be able to elect any Directors.  
The By-Laws of the Company require that only a majority of the issued and 
outstanding shares of Common Stock of the Company need be represented to 
constitute a quorum and to transact business at a stockholders' meeting. The 
Common Stock has no preemptive, subscription or conversion rights and is not 
redeemable by the Company.

PREFERRED STOCK

The Preferred Stock may be issued by resolutions of the Company's Board of 
Directors from time to time without any action of the stockholders.  Such 
resolutions may authorize issuances of such Preferred Stock in one or more 
series and may fix and determine dividend and liquidation preferences, voting 
rights, conversion privileges, redemption terms and other privileges and 
rights of the shares of each authorized series.

NASDAQ

The Company's Common Stock is traded on NASDAQ under the symbol "ABIX."

TRANSFER AGENT

The Transfer Agent for the shares of Common Stock is North American Transfer 
Co., 147 West Merrick Road, Freeport, New York 11520.

                            				LEGAL MATTERS

Legal matters in connection with the securities being offered hereby will be 
passed upon for the Company by Atlas, Pearlman, Trop & Borkson, P.A., 
3200 North Military Trail, Suite 205, Boca Raton, Florida 33431.

                                      14
EXPERTS

The financial statements and schedule of the Company as of December 31, 1994 
and 1993, and for each of the years in the three-year period ended 
December 31, 1994, have been incorporated by reference herein and in the 
registration statement in reliance upon the report of KPMG Peat Marwick LLP, 
independent certified public accountants, incorporated by reference herein, 
and upon the authority of said firm as experts in accounting and auditing.  
The report of KPMG Peat Marwick LLP covering the December 31, 1994, financial 
statements refers to a change in method of accounting for income taxes in 
1993.

                     			       INDEMNIFICATION

Section 145 of the General Corporation Law of Delaware, under which 
jurisdiction the Company is incorporated, empowers a corporation to indemnify 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative by reason of the fact that he or 
she is or was a director, officer, employee or agent of the corporation or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation or enterprise.  A corporation may 
indemnify against expenses (including attorneys' fees) and, other than in 
respect of an action by or in the right of the corporation, against 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred in connection with such action, suit or proceeding if the person 
indemnified acted in good faith and in a manner he or she reasonably believed 
to be in or not opposed to the best interests of the corporation, and with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his or her conduct was unlawful.  In the case of an action by or in 
the right of the corporation, no indemnification of expenses may be made in 
respect to any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the corporation unless and only to the extant that 
the Court of Chancery or the court in which such action was brought shall 
determine that, despite the adjudication of liability, such person is fairly 
and reasonably entitled to indemnity for such expenses which the court shall 
deem proper section 145 of the General Corporation Law of Delaware further 
provides that to the extent a director, officer, employee or agent of the 
corporation has been successful in the defense of any action, suit or 
proceeding referred to above or in the defense of any claim, issue or matter 
therein, he or she shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him or her in connection 
therewith.

The Certificate of Incorporation and By-Laws of the Company will require the 
Company to indemnify its Directors and officers to the fullest extent 
permitted by the General Corporation Law of the State of Delaware.

                                      15
PART II

        	      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) through (e) below are incorporated by reference 
in the Registration Statement.  All documents subsequently filed by the 
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, as amended (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 the Registration Statement and to 
be part thereof from the date or filing of such documents.

(a) The Registrant's latest annual report and, where interests in a plan are 
being registered, the plan's latest annual report filed pursuant to Section 
13(a) or 15(d) of the Exchange Act, or, in the case of the Registrant, either 
(i) the latest prospectus filed pursuant to Rule 424(b) under the Securities 
Act of 1933, as amended (the "Act"), that contains audited financial 
statements for the Registrant's latest fiscal year for which such statements 
have been filed or (2) the Registrant's effective registration statement on 
Form 10 or 30F filed under the Exchange Act containing audited financial 
statements for the Registrant's latest fiscal year.

(b) The Registrant's Form l0-Q Quarterly Report for the quarterly period 
ending March 31, 1995.

(c) The Registrant's Form l0-Q Quarterly Report for the quarterly period 
ending June 30, 1995.

(d) All other reports filed pursuant to Section 13 or 15(d) of the Exchange 
Act since the end of the fiscal year covered by the Registrant document 
referred to in (a) above.

(e) The description of the Common Stock of the Company which is contained in 
a registration statement filed under the Exchange Act, including any 
amendment or report filed for the purpose of updating such description.

ITEM 4. DESCRIPTION OF SECURITIES

The class of securities to be offered hereby is registered under section 12 
of the securities Exchange Act of 1934, as amended.  A description of the 
Registrant's securities is set forth in the Prospectus incorporated as a part 
of this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

                                      16
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of Delaware, under which 
jurisdiction the Company is incorporated, empowers a corporation to indemnify 
any person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative by reason of the fact that he or 
she is or was a director, officer, employee or agent of the corporation or is 
or was serving at the request of the corporation as a director, officer, 
employee or agent of another corporation or enterprise.  A corporation may 
indemnify against expenses (including attorneys' fees) and, other than in 
respect of an action by or in the right of the corporation, against 
judgments, fines and amounts paid in settlement actually and reasonably 
incurred in connection with such action, suit or proceeding if the person 
indemnified acted in good faith and in a manner he or she reasonably believed 
to be in or not opposed to the best interests of the corporation, and with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his or her conduct was unlawful. In the case of an action by or in 
the right of the corporation, no indemnification of expenses may be made in 
respect to any claim, issue or matter as to which such person shall have been 
adjudged to be liable to the corporation unless and only to the extent that 
the Court of Chancery or the court in which such action was brought shall 
determine that, despite the adjudication of liability, such person is fairly 
and reasonably entitled to indemnity for such expenses which the court shall 
deem proper.  Section 145 of the General Corporation Law of Delaware further 
provides that to the extent a director, officer, employee or agent of the 
corporation has been successful in the defense of any action, suit or 
proceeding referred to above or in the defense of any claim, issue or matter 
therein, he or she shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him or her in connection 
therewith.

The Certificate of Incorporation and By-Laws of the Company will require the 
Company to indemnify its Directors and officers to the fullest extent 
permitted by the General Corporation Law of the State of Delaware.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

At the present time, Options to purchase 170,000 shares of the Registrant's 
Common Stock have been granted, and no Options to purchase have heretofore 
been exercised.  The designated Participants in the Option Plan and 
Employment Agreement were executive officers and key employees of the 
Registrant totaling 13 in number.  Inasmuch as the securities were issued to 
persons who were deemed knowledgeable, sophisticated and/or had access to 
comprehensive information relevant to the Registrant, such transactions were 
undertaken in reliance on the exemption from registration provided by Section 
4(2) of the Securities Act of 1933.

                                      17
ITEM 8. EXHIBITS

EXHIBIT   DESCRIPTION
- --------  ------------
(4)  (a)  Copy of the Registrant's 1994 Stock Option Plan and Form of Option 
       	  Agreements   
     (b)  Employment Agreement of Barry Horvitz dated August 2, 1993   
     (c)  Employment Agreement of Barry Horvitz dated August 1, 1995

(5)       Opinion of Atlas, Pearlman, Trop & Borkson, P. A. relating to the 
       	  issuance of shares of Common Stock pursuant to the Option Plan, 
	         Employment Agreement and New Employment Agreement
	 
(24) (a)  Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in the 
	         opinion filed as exhibit (5) hereto
	  
(24) (b)  Independent Auditors' Consent

ITEM 9.  UNDERTAKINGS

(1) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offerings or sales are being made, a 
post-effective amendment to this Registration Statement 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;

(b) That, for the purposes of determining any liability under the 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; and 

(c) 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.

(2) The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Act, each filing of the Registrant's 
annual report pursuant to Section 13 (a) or Section 15(d) of the Exchange Act 
(and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by 
reference in 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.

                                      18
(3) Insofar as indemnification for liabilities arising under the 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 of 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.

                                      19
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dallas and the State of Texas, on 
the 5th day of October, 1995.

                                     						ABATIX ENVIRONMENTAL CORP.

                                     						By: /S/ TERRY W. SHAVER
                                      						   -------------------------
                                      						   Terry W. Shaver
                                      						   Chairman of the Board, 
                                      						   President and Principal 
                                      						   Executive Officer

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

     SIGNATURE                        TITLE                        DATE
- --------------------  --------------------------------------  ---------------
/S/ TERRY W. SHAVER   Chairman of the Board, President and    October 5, 1995 
- -------------------   Principal Executive Officer
Terry W. Shaver       

/S/ GARY L. COX       Executive Vice President, Chief         October 5, 1995
- -------------------   Opterating Officer and Director
Gary L. Cox

/S/ FRANK J. CINATL   Vice President and Principal            October 5, 1995
- -------------------   Financial and Accounting Officer
Frank J. Cinatl, IV

/S/ LAMONT C. LAUE    Director                                October 5, 1995
- -------------------
Lamont C. Laue

                                      20
EXHIBITS

                             				     OF

                      			  ABATIX ENVIRONMENTAL CORP.

                             				 FILED WITH

                      			  S-8 REGISTRATION STATEMENT

                      			       FILED WITH THE

                		     SECURITIES AND EXCHANGE COMMISSION
EXHIBIT INDEX

                       			ABATIX ENVIRONMENTAL CORP.

EXHIBIT   DESCRIPTION                                                  PAGE
- --------  ------------                                                ------
(4)  (a)  Copy of the Registrant's 1994 Stock Option Plan and Form
       	  of Option Agreements   
     (b)  Employment Agreement of Barry Horvitz dated August 2, 1993   
     (c)  Employment Agreement of Barry Horvitz dated August 1, 1995

(5)       Opinion of Atlas, Pearlman, Trop & Borkson, P. A. relating
       	  to the issuance of shares of Common Stock pursuant to the
       	  Option Plan, Employment Agreement and New Employment
       	  Agreement
	 
(24) (a)  Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
	         in the opinion filed as exhibit (5) hereto
	  
(24) (b)  Independent Auditors' Consent