As filed with the Securities and Exchange Commission on _______________,
1996,
                                   Registration No. 33-______________



                                    
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.   20549
                              _____________
                                    
                                FORM S-8
                         Registration Statement
                                  Under
                 The Securities Act of 1933, as amended.
                              _____________

                         U. S. TECHNOLOGIES INC.
           (Exact name of registrant as specified in charter)

         Delaware                                       73-1284747
    (State of other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                 Identification
Number)

                          1402 Industrial Blvd.
                         Lockhart, Texas   78644
                             (512) 376-1049
(Address and telephone number of registrant's principal executive offices
                         and place of business)

                             William Meehan
                  President and Chief Executive Officer
                         Lockhart, Texas   78644
                             (512) 376-1049
           (Name, address and telephone of agent for service)

 Copies of all communications, including all communications sent to the
                  agent for service, should be sent to:
                                    
                             Jack D. Bryant
                            7404 Napier Trail
                           Austin, Texas 78729
                             (512) 219-7232

    Approximate date of commencement of proposed sale to the public:
     As soon as practicable after the Registration Statement becomes
                               effective.

     If the  only securities  being registered  on this  Form  are  being
offered pursuant  to dividends  or interest reinvestment plans, check the
following line:______

     If any  of the  securities being  registered on  this Form are to be
offered on  a delayed  or continuous basis pursuant to Rule 415 under the
Securities Act  of 1933, other than securities offered only in connection
with dividend  or interest  reinvestment plans, check the following line:
x
              CALCULATION OF REGISTRATION FEE



Title of each class        Amount       Proposed     Propose
d                  Amount of
of securities to   to be   maximum      aggregate   Registra
tion
be registered     registered       offering price (1)  offer
ing price(1)      fee(1)




Common Shares, $0.02
par value per share,
issuable upon exercise
of stock options by
Selling Shareholders600,000* $0.165    $99,000.00   $250.00





Totals          600,000      $0.165    $99,000.00   $250.00


____________________________________________________________
_________________

[1]  Based upon the mean between the closing bid and ask
prices for the Common Shares on November 8, 1996, in
accordance with Rule 457(c).
























                           2

PROSPECTUS

U. S. TECHNOLOGIES INC.
600,000 Common Shares,
$0.02 per value per share

     All of  the $0.02  par value common shares (the "Common
Shares") of  U. S.  Technologies Inc.  (the  "Company")  are
issuable upon  exercise of  stock options  ("Options") to be
issued by  the Company to its officers, directors, employees
and/or consultants.   The  Options will  be issued  to  such
individuals and/or  entities  pursuant  to  written  benefit
plans maintained  by the  Company.   The  Company  will  not
receive any proceeds from the sale of the Common Shares sold
by Shareholders,  although  the  Company  will  receive  the
exercise price payable upon any exercise of the options.

     A total  of 600,000  Common Shares registered hereunder
are issuable  upon exercise  of stock  options issued by the
Company under  its  Nonqualifying  Stock  Option  Plan  (the
"Plan")  to   employees,  directors,  and/or  other  persons
associated with  the Company  whose services have benefitted
the Company.  An aggregate of 600,000 Common Shares underlie
the options,  none of  which are  presently outstanding, but
will be  for a  period of  ten (10)  years from  the date of
grant.   Options must  be issued  within ten (10) years from
April 30,  1996.   The exercise  price will be determined by
the Board of Directors of the Company.

     The  Company's   Common  Shares  are  listed  with  the
National Association  of Securities  Dealer, Inc. (NASD) and
traded on  the OTC Bulletin Board.  On November 8, 1996, the
last reported  sales price for the Common Shares as reported
on the OTC Bulletin Board was $0.15 and $0.18 asked.

     THE SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK, IMMEDIATE  SUBSTANTIAL DILUTION,  LIMITED  OPERATIONS,
OPERATING LOSSES,  AND CONTINUING  NEED FOR WORKING CAPITAL.
See "Risk Factors."

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

The date of this Prospectus is November 12, 1996.









                           3

As of the date of this Prospectus, none of the common Shares
underlying the Options described herein have been issued.

     The Company  anticipates  that  upon  exercise  of  the
Options, of  which there  is  no  assurance,  sales  by  the
holders thereof may be effected from time to time, by or for
the  accounts  of  the  Selling  Shareholders,  on  the  OTC
Bulletin Board  Automated Quotation  System ("OTCBB")  or in
the over-the-counter  market, in negotiated transactions, or
otherwise.  Sales will be made through broker/dealers acting
as agents  for the Selling Shareholders or to broker/dealers
who  may  purchase  the  Common  Shares  as  principals  and
thereafter sell  the shares  from time  to time  on the  OTC
Bulletin  Board,   in  the   over-the-counter   market,   in
negotiated transactions,  or otherwise.   Sales will be made
either at market prices prevailing at the times of the sales
or at negotiated prices.  See "Plan of Distribution."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's  Annual Report  on Form 10-K for the year
ended December  31, 1995 (herein collectively, the "Form 10-
K");   and, the  Company's Form  8-A Registration  Statement
filed with  the Commission  on June  11, 1987  (File No.  0-
15960) filed  under the Securities Exchange Act of 1934, are
hereby incorporated in this Prospectus by reference, and all
documents subsequently  filed by  the  Company  pursuant  to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of  1934, prior  to  the  termination  of  the  offering
described herein, shall be deemed to be incorporated in this
Prospectus and  to be  a part  hereof from  the date  of the
filing of  such documents.   Any  statement contained  in  a
document incorporation  by reference  herein shall be deemed
to be  modified or superseded for all purposes to the extent
that a  statement contained  in this  Prospectus or  in  any
other subsequently filed document which is also incorporated
herein by  reference modifies  or replaces  such  statement.
The Company  will provide  without charge  to each person to
whom this  Prospectus  is  delivered,  on  written  or  oral
request of  such person, a copy (without exhibits) of any or
all documents incorporation by reference in this Prospectus.
Requests for  such copies  should  be  directed  to  William
Meehan,  President,   U.S.  Technologies  Inc.,  (1)  if  by
telephone to  (512) 376-1049, or (ii) if by mail to P.O. Box
697, Lockhart, Texas 78644.












                           4

                        THE COMPANY

General Development of Business

     U.   S.   Technologies   Inc.   (the   "Company")   was
incorporated on  September 9, 1986, in the State of Delaware
as CareAmerica Inc.  From time to time the term "Company" as
used herein refers to U.S. Technologies Inc. by itself or to
collectively refer  to U.  S. Technologies  Inc. and some or
all of  its subsidiaries, past and present.  The Company was
formed to  furnish in-home  medical care services.  On April
14, 1987, the Company completed a public offering of 660,000
units, each unit consisting of one share of Common Stock and
one  Redeemable   Warrant,  each   separately   transferable
immediately upon issuance.  The foregoing reflects a 1 for 5
reverse split of the Registrant's Common Stock, Warrants and
Options which took place on February 8, 1993, and assumes no
additional shares issued in respect of any fractional shares
which may have resulted from the reverse split.

     In 1987 the Company changed business direction from the
medical industry  to electronics.  On September 1, 1988, the
Company moved  its corporate  headquarters from Kansas City,
Missouri, to  Austin, Texas.  The Company's decision to move
its headquarters to Austin, Texas, was made in order to more
effectively  monitor   the  day-to-day   activities  of  its
Subsidiaries.   The management  of  the  Company  felt  that
maintaining offices  in  Kansas  City,  Missouri,  when  its
operating  Subsidiaries   were  in  Austin,  Texas,  was  an
unnecessary expense for the Company.

     On July  14, 1989,  the  shareholders  of  the  Company
approved a  proposal to  change the  name of the Corporation
from CareAmerica Inc. to U.S. Technologies Inc.  On July 14,
1989, the  Company  filed  a  Certificate  of  Amendment  of
Certificate of  Incorporation with the Secretary of State of
Delaware causing  the name  of the corporation to be changed
to U.S.  Technologies Inc.   Effective  with  the  start  of
business July 17, 1989, the Company's Common Stock traded on
the over-the-counter  market  and  listed  on  the  National
Association  of   Securities  Dealers  Automated  Quotations
(NASDAQ) System.  The trading symbol was changed to USXX.

     Prior to  June,  1994,  the  Company  owned  three  (3)
additional subsidiaries  which had  been  in  operation  for
several years:    American  Microelectronics  Inc.  ("AMI"),
Republic  Technology   Corporation  ("Republic"),  and  U.S.
MicroLabs Inc.  ("MicroLabs").   AMI was  in the electronics
contract  manufacturing  business.    Republic  was  in  the
business of  designing  and  marketing  personal  computers.
MicroLabs had  been inactive  for several  years, but had at
one time  been in  the business  of developing and marketing
software.  AMI was the largest secured creditor of Republic.
The Company  was the  largest secured  creditor of  AMI.  In



                           5

June, 1994,  AMI foreclosed  on  its  security  interest  in
Republic and  accepted an  assignment of  all of  Republic's
assets  (all   of  which  were  covered  by  AMI's  security
agreement) in  satisfaction  of  Republic's  debts  to  AMI.
Subsequent thereto  the Company  foreclosed on  its security
interest in  AMI and  accepted an assignment of AMI's assets
(that were  covered by  the Company's security agreement) in
satisfaction of  AMI's debts  to the  company.   The Company
made a  capital contribution of the foreclosed assets to the
newly formed  company, Lockhart Technologies, Inc., "LTI" in
exchange for  all of  the capital  stock  of  that  company.
After the foreclosures, the Company sold all of its interest
in AMI, Republic, and MicroLabs for a total consideration of
$1,758.

     The   Company    presently   has   two   wholly   owned
subsidiaries:     Lockhart  Technologies,   Inc.,  a   Texas
corporation ("LTI") and Newdat, Inc., an Arizona corporation
("Newdat").  Newdat owns an eighty percent (80%) interest in
SensonCorp Limited,  an Arizona corporation ("Senson").  The
Company acquired Newdat on January 23, 1995, in exchange for
7,053,728 shares of the Company's common stock.



































                           6

     LTI was  incorporated  on  June  29,  1994.    LTI  was
capitalized by  the Company  by the  contribution of certain
assets, tangible  and intangible, which the Company received
through its  foreclosure of  AMI.  The assets were valued at
$1,764,580.     LTI   operates   an   electronics   contract
manufacturing facility  located inside  a  minimum  security
prison facility  located in  Lockhart, Texas.   LTI  has  an
Industry Work Program Agreement (the "IWPA"), which includes
a lease  agreement, with  Wackenhut Corrections Corporation,
The  Texas  Department  of  Criminal  Justice,  Division  of
Pardons, and  Paroles and  the City of Lockhart, Texas.  The
IWPA  and   Lease  were   assigned  to   LTI   by   American
Microelectronics Inc.,  a corporation  formerly owned by the
Company.   Wackenhut Corrections  Corporation  has  not  yet
formally ratified  the assignment  of the IWPA from American
Microelectronics  Inc.   to  LTI,  but  has  continued  full
cooperation with  LTI over the past 28 months.  The Industry
Work  Program  Agreement  provides  and  encourages  LTI  to
recruit and  hire qualified  employees  from  the  500  male
residents presently  in this facility.  Prospective resident
employees are  provided vocational  and educational training
by Wackenhut  and the  Texas Department of Criminal Justice,
Division of  Pardons and  Paroles tailored  to the Company's
specifications.   The Company  is required  to pay  resident
employees at a rate prevailing in the area for similar work,
but at  no time  less the  Federal Minimum  Wage rate.   The
lease agreement  provides for  approximately  27,800  square
feet of  manufacturing and  office space through January 31,
1997 and provides for automatic three year extensions unless
notification is  given by  either party  at least six months
prior to the expiration of each term.  LTI has been notified
by Wackenhut  that it  wishes to  review the  terms  of  the
second three  year lease  in the  near future.   The Company
does not anticipate any material changes in the terms of the
renewal option.   The lease provides for annual rental rates
of $1  per year for the primary term and the first automatic
three year extension.

     On September  5, 1996,  the  Company  was  notified  by
NASDAQ that  effective  September  6,  1996,  the  Company's
securities would be deleted from the Nasdaq Small Cap Market
because  the  Nasdaq  Listing  Qualifications  Panel  lacked
confidence in  the Company's  short term  plan  to  maintain
compliance with  the listing  requirements.   The  Company's
securities are  presently trading  on the OTC Bulletin Board
under the same trading symbol "USXX".

Principal Products, Services and Revenue Sources

     The Company  furnishes  direction,  administrative  and
consulting services to its Subsidiaries, and raises funds as
appropriate for their operation and expansion.





                           7

     LTI  offers   contract   manufacturing   services   for
electronic circuit  boards.   LTI does  not manufacture  the
actual  circuit   boards;  LTI  purchases  them  from  board
manufacturers.   Electrical components  placed on the boards
are furnished  by LTI's  customers in  kit form or purchased
directly   from    electrical   supply   houses   or   parts
manufacturers.   LTI places  the components  on  the  board,
solders  the   connections  and,  if  requested,  tests  the
assembled  board.    LTI  also  performs  electro-mechanical
assembly.

     The electronic  circuit board  is the basic element for
manufacturing  electronic   circuitry  today.     Individual
electrical components  such  as  resistors,  capacitors  and
solid state  devices are mounted on the circuit board.  Such
electrical components  are "packaged"  as "through-hole"  or
"surface mount"  devices.  Through-hole components have wire
leads which are placed through holes on the board.  The wire
leads are  soldered  to  the  board  on  the  reverse  side.
Surface mount  components are  smaller and have much shorter
leads or  metallic ends which are soldered directly to small
metal pads on top of the board.

     LTI's services  may be  used by  any business that uses
electronic circuit boards.  LTI presently assembles products
utilized in  computers, computer  peripherals, security  and
communications systems,  medical  equipment  and  electronic
testing devices.   LTI  markets its services through two (2)
in-house salespeople  and five  manufacturing representative
sales people.  It has increased the sales force by 350% over
the past six months and is attempting to expand its contract
manufacturing business  by including larger runs and turnkey
operations.

     Newdat,  Inc.  is  an  Arizona  corporation  which  has
developed to  market ready status a device for measuring (in
real time  during production)  the thickness  of coatings on
wire, e.g.,  measuring the  thickness of the zinc coating on
galvanized wire.   This  device has wide ranging alternative
applications.   For example  it can  also be  used to detect
flaws in  wire and  cable during production or while in use,
e.g.,  elevator   or  ski  lift  cables.    Newdat  is  also
developing a  high speed  tape backup  unit  for  computers,
utilizing a  helical scan  technology.   Newdat also owns an
eighty percent (80%) interest in SensonCorp Limited "Senson"
which is  presently  marketing  a  line  of  environmentally
friendly chemical  coatings developed  by a major Australian
chemical  company.     Senson   has  exclusive   rights   to
manufacture and market these products in North America.  The
coatings have  a variety of applications, all with non toxic
anti-corrosion  capability   using  vapor   phase  corrosion
inhibitors.     Over  the  past  half  year,  the  Company's
management has  consolidated much  of  Newdat's  engineering




                           8

business in  Lockhart as  a control  measure and cost saving
exercise.

The Company successfully concluded an agreement in the third
quarter of  1996 to acquire an 85% ownership interest in the
QuakeAlarm technology  from Komen Holdings Pty., a new South
Wales Holding  Company in  exchange for  3,536,000 shares of
the Company's common stock.  This technology, which has been
developed  and  prototyped,  is  a  fully  integrated  early
warning earthquake  alarm that  can detect the first sign of
an imminent  earthquake.   The QuakeAlarm can alert the user
before humans  begin to  feel the  earthquake by sensing the
quake's "P"  (primary) wave,  which precedes the "S" (shock)
waves which  cause the damage.  The purchase of the majority
ownership gives  the  Company  exclusive  manufacturing  and
marketing right to the product worldwide.  The Company plans
to commence  production of  the QuakeAlarm  immediately  and
market    this    product    through    several    marketing
representatives worldwide.

Another potential  business opportunity for LTI is a product
which it has developed on behalf of a customer.  The product
is an  energy saving  device which  has been developed for a
local company  and is  presently  in  field  testing.    The
product  offers   LTI  the  opportunity  to  undertake  long
production run work which will enable combining the building
of  circuit   boards  and   coils  with   electro-mechanical
assembly.

LTI has  entered into an exclusive three year agreement with
an Austin,  Texas, original  computer equipment manufacturer
"OEM" for  the assembly, testing and shipping to end users a
new line  of computers  using the MAC operating system.  The
OEM  estimated  that  approximately  60,000  units  will  be
produced  during   the  first   year  of  the  contract  and
approximately 120,000 units during the second year.

Raw Materials

     Some of  the components  and raw  materials used by the
Company's subsidiaries  are available  from a limited number
of suppliers  and/or are susceptible to non availability due
to periodic  shortages.   While  component  purchasing  lead
times are  improving due  to greater  competition.   In some
instances there  may be  lead times  of  several  months  or
longer  to   obtain  and   sustain  an  adequate  supply  of
components.   While parts are generally available, delays in
obtaining some  parts could  jeopardize orders  and increase
the cost  of  operations  for  LTI  and  Newdat.    LTI  has
experienced prolonged  or significant shortages in the past.
However, from  time to  time parts shortages may be expected
to cause  temporary delays  in production  of some products.
Senson's raw  materials include  chemical stocks  which  are
generally  available   and  management  does  not  presently



                           9

anticipate any  restrictions or  delays in production due to
shortages in raw materials.

Patents, Trademarks, Licenses, Franchises and Concessions

     The  Company   and  LTI   do  not   have  any  patents,
trademarks, licenses,  franchises or  concessions;  however,
they may apply for some in the future.  Because of the rapid
pace of  technological change,  the  Company  believes  that
copyright, trademark  and other  legal protections  are less
significant in  its industry than such factors as innovative
skills, technological expertise and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

Working Capital Practices

     The  Company's   subsidiaries  are   discouraged   from
carrying excess  quantities of  raw materials  or  purchased
parts because most of their products are produced to demand;
therefore, components  and parts  can usually  be ordered as
needed.   LTI has  an agreement  which  allows  one  of  its
suppliers to  purchase materials  from LTI's  inventory when
they have  needs for certain items.  This procedure is to be
extended to  other customers  and known  users of certain of
LTI's inventory.   In a determined effort to limit inventory
holdings, LTI  has introduced  a heavy hand in its write-off
program and has made a allowance for a $395,000 complemented
with a  determination to  find buyers for slow moving items.
LTI offers  selected customers  a 2%  discount if  bills are
paid within ten days.

Dependence on Customers

     LTI has  broadened its  customer base  during 1995  and
1996 and is less dependent on key customers than previously.
However, it  is now  seeking longer  production runs than in



                           10

the recent  past and  if it is successful, dependence on one
or more  customers is  inevitable.   The loss  of any one of
such customers  would have  a material adverse effect on LTI
and the  Company.   Management believes  that this situation
will abate as LTI's customer base expands.

Backlog

     At October  31, 1996,  LTI's backlog  (which represents
that portion  of outstanding  contracts not  yet included in
revenue) was  approximately $1,140,000.   It  is anticipated
that 100%  of the backlog will be delivered before April 30,
1997.

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

Competitive Conditions

     LTI, Newdat  and Senson are in competition with a large
number  of   firms.     Most  of   their   competitors   are
substantially larger  and have  greater financial resources.
LTI's business  is capital  intensive, i.e.,  a  significant
investment in equipment is necessary.  The greater financial
resources  of   many  of   LTI's  competitors   gives  those
competitors an  advantage over  LTI.  Newdat and Senson have
products which  face competition  from other  products.  The
Company believes  the products  of Newdat  and  Senson  have
features  and   qualities  which  give  them  a  competitive
advantage.   However, the  existing control  of  the  market
place by their competitors and the financial resources which
such competition  can apply  to their  competitive marketing
efforts are significant negative factors against the ability
of Newdat  and Senson  to  successfully  complete  in  their
markets.   Positive factors  pertaining to LTI's competitive
position are the experience of LTI's new management team and
what LTI believes is its ability to address the growing need
for mixed  technology circuit  boards, i.e.,  circuit boards
containing both  through-hole and  surface mount components.
LTI has  automated equipment  for the  assembly  of  circuit
boards using  surface  mount  and  through-hole  components.
However,  LTI's   surface  mount  equipment  is  limited  in



                           11

capacity.  If LTI is able to sustain and increase its volume
of business,  further investments  in capital equipment will
be required.   The  Company  will  require  additional  debt
and/or lease  financing to  acquire additional equipment and
expanded receivables  financing to fund any growth in sales.
Terms of  possible  lease  agreements  and/or  the  cost  of
borrowed funds may be prohibitive.

Research and Development Activities

     Newdat acquired  products of which one had already been
developed.     Newdat  is   limiting  further  research  and
development to  support the  latest possible  entry  of  its
proprietary products  into market,  and then the support and
enhancement of those products in the field.

Number of Persons Employed

     As of  October 31,  1996, the  Company had two salaried
employees.   Several employees  of LTI devoted a significant
portion of their time to the affairs of the Company.

     As of  October  31,  1996,  LTI  had  approximately  69
regular employees.  LTI employees include residents from the
minimum  security  prison  facility  where  the  Company  is
located.

     As of October 31, 1996, Newdat had no employees.

     As  of  October  31,  1996,  Senson  had  1  part  time
employee.

     None of  the Company's  employees are  represented by a
union.   The Company believes that its relationship with its
employees is good.

Regulation

     The Company  is subject to Food and Drug Administration
("FDA") regulations  relating to  medically related  devices
which its  subsidiary, LTI  manufactures.  These regulations
are generally  applicable  to  companies  producing  medical
electronics.     The  products   that  are  subject  to  FDA
regulation are  not a significant portion of LTI's business.
All of the Company's subsidiaries are subject to OSHA.


                      USE OF PROCEEDS

     The Company  will not  receive any of the proceeds from
the sale  of the  Common  Shares  by  the  Grantees  of  the
options.   However, the  Company may  receive proceeds  from
exercise of  the Options,  of which  there is  no assurance.
All net  proceeds received  by the  Company from exercise of



                           12

the Options shall be added to working capital of the Company
and utilized  for  any  valid  corporate  purpose.    It  is
presently anticipated  that the proceeds may be utilized for
payment of  outstanding accounts  payable  and  general  and
administrative expenses.




















































                           13

RISK FACTORS

     The purchase of these securities involves a high degree
of risk.   Prospective  investors should  carefully consider
the following  factors,  among  others  set  forth  in  this
Prospectus, before  making a decision to purchase the Common
Shares offered hereby.

     1.   Going Concern.   The  Company incurred significant
losses during  the years  ended December  31, 1995, 1994 and
1993 and  had a  working capital  deficiency at December 31,
1993.  The Company's auditors, Brown, Graham & Company P.C.,
have rendered  a "going concern" opinion in its report.  The
Company's  consolidated   financial  statements   have  been
presented on  the basis  that the Company is a going concern
which  contemplates   the  realization  of  assets  and  the
satisfaction  of   liabilities  in   the  normal  course  of
business.   The Company's  continued existence  is dependent
upon its ability to resolve its liquidity problems, which it
plans to  resolve principally  from  profitable  operations,
accounts  receivable  based  borrowing,  long-term  debt  or
equity financing  and the  continued support and forbearance
of its  vendors and  creditors.   (See Risk Factors - Future
Capital Needs and Possible Loss of Facilities)

     2.   NASDAQ Maintenance Requirements - the Common Stock
and Redeemable  Warrants have  been deleted  from the Nasdaq
SmallCap  Stock  Market.  The  Company's  Common  Stock  was
deleted effective  September 6,  1996,  because  the  Common
Stock was  trading at  $.125 per  share, which was below the
required minimum  bid price  of $1.00  per share.  Although,
the Company  did meet the alternative minimum bid price test
requirement  of   $2,000,000  in  capital  and  surplus  and
$1,000,000 in  market  value  of  public  float  the  Nasdaq
Listing Qualifications  Panel was  of the  opinion that  the
Company's plan  to  ensure  long  term  compliance  did  not
convince them  that the  Company would  be able  to continue
meeting the minimum requirements.  The company has requested
that the  Review Committee of the Nasdaq Listing and Hearing
Review Committee  review this  decision  and  reverse  their
decision.  As of this date no determination has been made by
the review committee.  The Common Stock is presently trading
on the OTC Bulletin Board.

Broker/Dealer Sales  of the  Company's Securities on the OTC
Bulletin  Board  are  subject  to  Securities  and  Exchange
Commission  Rules  that  impose  additional  sales  practice
requirements on  broker/dealers who  sell such securities to
persons other  than  established  customers  and  accredited
investors (generally  institutions with  assets in excess of
$5,000,000 or  individuals with  a net  worth in  excess  of
$1,000,000  or   an  annual  income  exceeding  $200,000  or
$300,000  jointly   with  their   spouse).    The  Company's
Redeemable Warrants  and Common  Stock are  subject to these



                           14

rules.     For  transactions   covered  by  the  Rules,  the
broker/dealer must  make a special suitability determination
for the  purchaser,  and  receive  the  purchaser's  written
agreement to  the transaction  prior to  the sale, deliver a
notice to  the customer of the hazards involved in investing
in such  securities, and  comply with additional regulations
which became  operative on  January 3,  1993.  Consequently,
the Rule  may affect  the ability  of broker/dealers to sell
the Company's  securities and also may affect the ability of
purchasers in  this offering  to sell  their shares  in  the
secondary market.

     3.   Operating Losses.   The  Company has accumulated a
deficit of  $8,345,220 since  its inception through the year
ending December  31, 1995.   There  is no assurance that the
Company will operate profitably in the future.

     4.   Absence of  Dividends.   No  dividends  have  been
declared or  paid by  the Company  on its Common Stock.  The
Company  intends  to  devote  all  available  funds  to  the
operation of  its business and, accordingly, does not intend
to pay any cash dividends in the foreseeable future.

     5.   Future Capital  Needs.  The circuit board contract
assembly business  is capital intensive.  LTI, the Company's
principal Subsidiary,  has need  for replacement  of some of
its surface  mount equipment to remain competitive with some
of its  competition.   LTI is presently seeking some of this
equipment and  is also attempting to finance this equipment.
If LTI  is unable  to finance  the equipment,  such an event
could have a material adverse impact on the Company's future
operations and  its ability  to compete in the industry.  If
LTI increases its volume of business, further investments in
capital equipment  or  replacement  thereof  and  facilities
expansion may  be required.   There can be no assurance that
additional financing will be available on favorable terms.

     6.   Competition.   The  Company  has  competitors  and
potential competitors,  many of  whom may  have considerably
greater financial and other resources than the Company.

     7.   Product Development.   The  Company and LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for some in the future.
Because of  the rapid  pace  of  technological  change,  the
Company believes  that copyright,  trademark and other legal
protections are  less significant  in its industry than such
factors as  innovative skills,  technological expertise  and
marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well



                           15

as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     8.   Possible Shortage of Working Capital to Market New
Product.  Senson and Newdat have no working capital of their
own and  will have  to rely upon the Company or intercompany
loans from LTI to market its new product.

     9.   Product Protection.   The  Company and  LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for same in the future.
The Company  believes that  copyright, trademark  and  other
legal protections  are less significant in its industry than
such factors  as innovative  skills, technological expertise
and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     10.  Backlog.       At October  31, 1996, LTI's backlog
(which represents  that portion of outstanding contracts not
yet included  in revenue)  was approximately $1,140,000.  It
is anticipated  that 100%  of the  backlog will be delivered
before April 30, 1997.





                           16

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

     11.   Importance of Volume Production.  The business of
the Company's  principal Subsidiary,  LTI, is  the  contract
assembly of surface mount, through-hole and mixed technology
circuit  boards.     That  business  is  capital  intensive,
requiring a  substantial investment  in automated equipment.
Hence, the  Company has significant fixed costs.  Because of
these fixed  costs, the  Company  must  have  a  significant
volume of  work to  cover manufacturing costs and to sustain
profitability.   In  this  regard,  production  problems  or
planning misjudgments  could have  a material adverse effect
on the Company.

     12.   Raw Materials.   Some  of the  components and raw
materials used by LTI and Senson are available from only one
supplier and/or are subject to unavailability due to general
shortages.   In some  instances, there  may be lead times of
several months  or longer  to obtain and sustain an adequate
supply of  components.  While parts are generally available,
delays in  obtaining some  parts can  jeopardize orders  and
increase the Company's cost of operations.

     13.   Reliance on  a  Few  Customers.    The  Company's
principal Subsidiary,  LTI, is  largely dependent  on a  few
customers for  a significant  portion of its cash flow.  The
loss of  any one  of these  customers may  have  a  material
adverse impact on the Company.

     14.   Dependence on  Key Personnel.  The success of the
Company depends,  in part,  on the continued availability of
the  executive   officers,  senior  staff  members  and  key
technical employees of its Subsidiaries.  The unavailability
of certain  of these  people, or  the Company's inability to
attract and  retain  other  key  employees,  could  severely
affect the  Company's ability  to  carry  on  its  business.
There is  no assurance that these officers or employees will
remain with  the Company or that the Company will be able to
attract and retain other key employees.





                           17

     15.   Effect of  Possible Bankruptcy, Reorganization or
Similar  Proceeding.     In   the  event  of  a  bankruptcy,
reorganization or  similar proceeding, the purchasers of the
shares offered  pursuant to this Prospectus could lose their
entire investment, even if the Company were to survive.

     16.   Litigation  Involving  the  Company.    There  is
litigation pending  against the  Company  and  some  of  its
subsidiaries.

     17.   Shares Eligible  for Future Sale.  As of the date
of this  Prospectus, the  Company has issued and outstanding
21,257,263 shares of Common Stock. 18,742,737 are authorized
but unissued at this time.

     18.    Shares  Issuable  Upon  Exercise  of  Redeemable
Warrants.  In connection with a public offering, the Company
issued and  sold 660,000 Common Stock Purchase Warrants (the
"Redeemable Warrants")  to purchase  660,000 shares  of  the
Company's Common Stock at $10.00 per share at any time until
5:00 p.m.,  Denver, Colorado,  time on  April 14, 1992, (the
"Warrant Expiration  Date") unless  extended by the Company.
(By action  of the Board of Directors the expiration date of
the Redeemable  Warrants was  extended through  December 31,
1996).   The Redeemable  Warrants expire  after the  Warrant
Expiration Date.   The Redeemable Warrants are redeemable by
the Company upon 30 days notice at any time upon the payment
of a  redemption premium  of $0.005  per Redeemable  Warrant
provided that,  prior to  such  redemption,  the  shares  of
Common Stock  have traded  in the public market for a period
of not  less than  twenty (20) consecutive trading days at a
closing bid  price of  not  less  than  $12.50.    Upon  the
redemption of  the Redeemable  Warrants, if  the holder does
not  exercise   the  Redeemable   Warrants,  the  Redeemable
Warrants will  lose all  value.   There is no assurance that
the Company's  Common Stock  will ever trade at a level high
enough to  cause the  exercise of  the Redeemable  Warrants.
The exercise  of the  Redeemable  Warrants  will  result  in
additional shares  of  Common  Stock  being  issued  with  a
resulting dilution  in the  interests of  other shareholders
and could  adversely affect  the market  price of the Common
Stock.

     19.   Possible Income  Tax Consequences Upon Expiration
of Any  Unexercised Warrants.   The Internal Revenue Service
has taken  a position  that upon  the expiration of warrants
which were  not exercised, the issuer of the warrants should
realize taxable  income in  the year  of  expiration  in  an
amount equal  to the consideration received upon issuance of
such warrants.   If  this position  should  prevail  in  the
courts, the  Company may  become liable  for federal  income
taxes on  the amount  of the proceeds realized from the sale
of the Redeemable Warrants which expire unexercised.




                           18

     20.  Possible loss of Facilities.  LTI's operations are
located in  a minimum security prison facility under a lease
agreement with  Wackenhut Corrections Corporation, The Texas
Department of  Criminal Justice,  Division  of  Pardons  and
Paroles  and   the  City   of  Lockhart,   Texas,  to  lease
approximately 27,800 square feet of manufacturing and office
space under  an operating lease through January 31, 1997 and
provides for  an automatic  three year  extension.   LTI has
been notified by Wackenhut that they wish to renegotiate the
terms  of   the  second   renewal  option   period.    These
negotiations will  take place  within the  next thirty days.
The Company  does not  anticipate  that  the  terms  of  the
contract will  change materially.   However,  if the company
were not  able to renegotiate reasonable terms or was forced
to vacate  the current  premises, this would have a material
adverse impact on the Company.

FOR ALL  OF THE  AFORESAID REASONS,  AND  OTHERS  SET  FORTH
HEREIN,  THE  PURCHASE  OF  THE  SECURITIES  OFFERED  HEREBY
INVOLVE A  HIGH DEGREE  OF RISK.   ANY PERSON CONSIDERING AN
INVESTMENT IN  THE SECURITIES OFFERED HEREBY SHOULD BE AWARE
OF THESE  AND OTHER  FACTORS SET  FORTH IN  THIS PROSPECTUS.
THE SECURITIES  SHOULD BE  PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO  ABSORB A  TOTAL LOSS  OF THEIR  INVESTMENT IN THE
COMPANY AND HAVE NO NEED FOR A RETURN ON THEIR INVESTMENT.

PLAN OF DISTRIBUTION

     Upon the exercise of any of the Options, sale of shares
may be effected from time to time in transactions (which may
include block  transactions) in  OTCBB, in  over-the-counter
market, in  negotiated transactions,  through the writing of
options on  the Common  Shares, or  a  combination  of  such
methods of  sale, at  fixed prices  which may be charged, at
market  prices  prevailing  at  the  time  of  sale,  or  at
negotiated prices.   Sales may be effected by selling Common
Shares   directly   to   purchasers   or   to   or   through
broker/dealers which  may act as agents or principals.  Such
broker/dealers may  receive  compensation  in  the  form  of
discounts, concessions,  or  commissions  from  the  sellers
and/or  the  purchasers  of  Common  Shares  for  whom  such
broker/dealers may  act as  agents or  to whom  they sell as
principal, or  both.  Sellers and any broker/dealer that act
in connection with the sale of Common Shares might be deemed
to be  "underwriters" within the meaning of Section 2(11) of
the Act of any commission received by them and any profit on
the resale of the Common Shares as principal might be deemed
to be underwriting discounts and commissions under the Act.

     Sellers of  the Common Stock may agree to indemnify any
agent,  dealer   or  broker/dealer   that  participates   in
transactions  involving   sales  of  Common  Shares  against
certain liabilities, including liabilities arising under the
Act.   The Company  will  indemnify  certain  other  persons



                           19

against certain  liabilities in connection with the offering
of the  Common Shares,  including liabilities  arising under
the Act.






















































                           20

COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     Under  Delaware   Corporation  Act  and  the  Company's
Articles  of   Incorporation,  as   amended,  the  Company's
Officers and  Directors may  be indemnified  against certain
liabilities which  they may  incur in  their  capacities  as
such.

     Section 145  of the General Corporation Law of Delaware
provides as follows:

     (a)   A corporation may 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
(other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer,
employee or  agent of  the corporation, or is or was serving
at the  request of  the corporation  as a director, officer,
employee or agent of another corporation, partnership, joint
venture,  trust   or  other   enterprise,  against  expenses
(including attorneys'  fees), judgments,  fines and  amounts
paid in  settlement actually  and reasonably incurred by him
in connection  with such  action, suit  or proceeding  if he
acted in  good faith  and in a manner he 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 conduct
was unlawful.   The  termination  of  any  action,  suit  or
proceeding by  judgment, order,  settlement, conviction,  or
upon a plea of nolo contendere or its equivalent, shall not,
of itself,  create a presumption that the person did not act
in good  faith and  in a manner which he 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  reasonable  cause  to  believe  that  this
conduct was unlawful.

     (b) A  corporation may  indemnify any person who was or
is a  party or  is  threatened  to  be  made  party  to  any
threatened, pending or completed action or suit by or in the
right of  the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or  agent of  the corporation, or is or was serving
at the  request of  the corporation  as a director, officer,
employee or agent of another corporation, partnership, joint
venture,  trust   or  other   enterprise  against   expenses
(including attorney's fees) actually and reasonably incurred
by him  in connection with the defense or settlement of such
action or  suit if he acted in good faith and in a manner he
reasonably believed  to be  in or  not opposed  to the  best
interests  of   the   corporation   and   except   that   no
indemnification shall be made in respect of any claim, issue



                           21

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 or  suit was brought shall determine upon application
that, despite  the adjudication  of liability but in lieu of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or
agent of  a corporation has been successful on the merits or
otherwise in  defense of  any  action,  suit  or  proceeding
referred to  in subsections  (a) and (b) of this section, or
in defense  of any  claim, issue or matter therein, he shall
be indemnified  against expenses (including attorney's fees)
actually  and  reasonably  incurred  by  him  in  connection
therewith.

     (d)   Any indemnification  under subsection (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a  determination   that  indemnification  of  the  director,
officer, employee  or agent  is proper  in the circumstances
because he  has met  the applicable  standard of conduct set
forth in  subsections (a)  and (b)  of this  section.   Such
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties  to such  action, suit  or proceeding, or (2) if
such a  quorum is  not obtainable,  or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal  counsel   in  a   written  opinion;  or  (3)  by  the
stockholders.

     (e)   Expenses incurred  by an  officer or  director in
defending a civil or criminal action, suit or proceeding may
be  paid   by  the  corporation  in  advance  of  the  final
disposition of  such action, suit or proceeding upon receipt
of an  undertaking by  or on  behalf  of  such  director  or
officer to  repay such  amount if  it  shall  ultimately  be
determined that  he is not entitled to be indemnified by the
corporation as  authorized in  this section.   Such expenses
incurred by  other employees  and agents may be so paid upon
such terms and conditions, if any, as the board of directors
deems appropriate.

     (f)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to, the other subsections
of this  section shall  not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote
of stockholders  or disinterested  directors  or  otherwise,
both as  to action in his official capacity and as to action
in another capacity while holding such office.




                           22

     (g)   A corporation  shall have  power to  purchase and
maintain insurance  on behalf  of any person who is or was a
director, officer,  employee or agent of the corporation, or
is or  was serving  at the  request of  the corporation as a
director, officer, employee or agent of another corporation,
partnership,  joint   venture,  trust  or  other  enterprise
against any  liability asserted  against him and incurred by
him in  any such  capacity, or  arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

     (h)   For purposes  of this  section, references to the
"corporation" shall  include, in  addition to  the resulting
corporation,  any  constituent  corporation  (including  any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had  power and  authority to  indemnify its  directors,
officers, and employees or agents, so that any person who is
or was  a director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request
of such  constituent corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint
venture, trust  or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation  as he would have with respect to such
constituent  corporation   if  its  separate  existence  had
continued.

     (i)  For purposes of this section, references to "other
enterprises"   shall   include   employee   benefit   plans;
references  to   "fines"  shall  include  any  excise  taxes
assessed on  a person  with respect  to any employee benefit
plan; and  references to  "serving at  the  request  of  the
corporation"  shall  include  any  service  as  a  director,
officer, employee, or agent of the corporation which imposes
duties on,  or involves services by, such director, officer,
employee or  agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in
good faith  and in  a manner he reasonably believed to be in
the interest  of the  participants and  beneficiaries of  an
employee benefit  plan shall  be deemed  to have  acted in a
manner "not opposed to the best interest of the corporation"
as referred to in this section.

     (j)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to,  this section  shall,
unless  otherwise  provided  when  authorized  or  ratified,
continue as  to a  person who  has ceased  to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     The Company's  Articles  of  Incorporation  and  Bylaws
provide:




                           23

Article IV of the Bylaws

Section 1.  Right to Indemnification

     Each person who was or is made a party or is threatened
to be  made a  party to  or is  involved (including, without
limitation, as  a  witness)  in  any  actual  or  threatened
action,  suit   or  proceeding,   whether  civil,  criminal,
administrative or  investigative, by reason of the fact that
he or she is or was a director or officer 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  of   a  partnership,   joint  venture,  trust  or  other
enterprise,  including  service  with  respect  to  employee
benefit plans,  whether the  basis  of  such  proceeding  is
alleged action  in  an  official  capacity  as  a  director,
officer, employee  or agent  or in  any other capacity while
serving as  a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the full
extent authorized  by the  Delaware General Corporation Law,
as the  same exists or may hereafter be amended (but, in the
case of  any such  amendment, only  to the  extent that such
amendment  permits   the  corporation   to  provide  broader
indemnification  rights   than  said   law   permitted   the
corporation to provide prior to such amendment), or by other
applicable law  as then  in  effect,  against  all  expense,
liability and  loss (including  attorney's  fees  judgments,
fines, ERISA,  excise taxes  or penalties  and amounts to be
paid in  settlement) actually  and  reasonably  incurred  or
suffered by  such person  in connection  therewith and  such
indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure
to  the   benefit  of   his  or  her  heirs,  executors  and
administrators; provided,  however, that  except as provided
in Section  2 of  this Article  with respect  to proceedings
seeking  to   enforce   rights   to   indemnification,   the
corporation  shall   indemnify  any   such  person   seeking
indemnification in  connection with  a proceeding  (or  part
thereof) initiated  by such  person only  if such proceeding
(or part  thereof) was  authorized by the Board of Directors
of the  corporation.  The right to indemnification conferred
in this  Section 1  shall be  a  contract  right  and  shall
include the right to be paid by the corporation the expenses
incurred in  defending any such proceeding in advance of its
final disposition;  provided, however, that, if the Delaware
General  Corporation  Law  requires,  the  payment  of  such
expenses incurred  by a  director or  officer in  his or her
capacity as  a director  or officer  (and not  in any  other
capacity in  which service was or is rendered by such person
while a  director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery
to the  corporation of  an undertaking,  by or  on behalf of
such director  or officer,  to repay all amounts so advanced



                           24

if it  shall ultimately  be determined that such director or
officer is not entitled to be indemnified under this Section
1 or otherwise.

Section 2.  Right of Claimant to Bring Suit.

     If a  claim under Section 1 of this Article is not paid
in full by the corporation within sixty days after a written
claim has  been received  by the  corporation, except in the
case of  a  claim  for  expenses  incurred  in  defending  a
proceeding in  advance of  its final  disposition, in  which
case  the  applicable  period  shall  be  twenty  days,  the
claimant may  at any  time thereafter bring suit against the
corporation to  recover the  unpaid amount of the claim and,
to the  extent successful  in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting
such claim.  It shall be a defense to any such action (other
than an  action brought  to enforce  a  claim  for  expenses
incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if  any  is
required, has  been tendered  to the  corporation) that  the
claimant has  not met the standards of conduct which make it
permissible under  the Delaware  General Corporation  Law of
the corporation  to indemnify  the claimant  for the  amount
claimed, but  the burden of proving such defense shall be on
the corporation.   Neither  the failure  of the  corporation
(including its Board of Directors, independent legal counsel
or its  stockholders) to  have made a determination prior to
the commencement  of such action that indemnification of the
claimant is  proper in  the circumstances  because he or she
has met  the applicable  stand of  conduct set  forth in the
Delaware General Corporation Law nor an actual determination
by  the  corporation  (including  its  Board  of  Directors,
independent legal  counsel, or  its stockholders)  that  the
claimant has  not met  such applicable  standard of  conduct
shall be  a defense  to the  action or  create a presumption
that the  claimant has  not met  the applicable  standard of
conduct.

Section 3.  Nonexclusivity of Rights.

     The  right   to  indemnification  and  the  payment  of
expenses incurred  in defending  a proceeding  in advance of
its final disposition conferred in this Section shall not be
exclusive of  any other  right which  any person may have or
hereafter  acquire   under  any  statue,  provision  of  the
Certificate of  Incorporation, Bylaws,  agreement,  vote  of
stockholders or disinterested directors or otherwise.









                           25

Section 4.  Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense,
to protect  itself and  any director,  officer, employee  or
agent   of   the   corporation   or   another   corporation,
partnership,  joint   venture,  trust  or  other  enterprise
against any  expense, liability  or loss, whether or not the
corporation would  have the  power to  indemnify such person
against such  expense, liability  or loss under the Delaware
General Corporation  Law.   The corporation  may enter  into
contracts with  any director  or officer  of the corporation
furtherance of the provisions of this Section and may create
a trust  fund, grant  a security interest or use other means
(including, without  limitation,  a  letter  of  credit)  to
ensure the  payment of  such amounts  as may be necessary to
effect indemnification as provided in this Section.

Section 5.   Indemnification  of Employees and Agents of the
Corporation.

     The  corporation   may,  by  action  of  its  Board  of
Directors from time to time, provide indemnification and pay
expenses in advance of the final disposition of a proceeding
to employees  and agents  of the  corporation with  the same
scope and  effect as  the provisions  of this  Section  with
respect to  the indemnification  and advancement of expenses
of directors and officers of the corporation.


Article 11 of the Articles of Incorporation

     To  the   full  extent   that  the   Delaware   General
Corporation Law,  as it  exists on  the date  hereof or  may
hereafter be  amended, permits the limitation or elimination
of the liability of directors, a director of the corporation
shall not  be liable  to the corporation or its stockholders
for monetary  damages for  breach of  fiduciary  duty  as  a
director.   Any amendment  to or  repeal of  this Article 11
shall not  adversely affect  any right  or protection  of  a
director of  the corporation for or with respect to any acts
or  omission  of  such  director  occurring  prior  to  such
amendment or repeal.















                           26

Position of the Commission

     Insofar  as  indemnification  for  liabilities  arising
under the  Act may  be  permitted  Officers,  Directors  and
controlling persons  of the Company pursuant to the forgoing
provisions or  otherwise, the  Company has been advised that
in the  opinion of  the Securities  and Exchange Commission,
such indemnification  is against  public policy as expressed
in the  Securities Act of 1933, as amended (the "1933 Act)")
and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by  the Company  of expenses  incurred or  paid by a
Officer, Director  or controlling  person of  the Company in
the successful defense of any action, suit or proceeding) is
asserted by  such Officer, Director or controlling person in
connection with the securities being registered, the Company
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   1933  Act  and  will  be  governed  by  the  final
adjudication of such issue.

OPINION OF COUNSEL

     The validity  of the  Common Shares  offered hereby has
been passed upon for the Company by Jack D. Bryant, Attorney
at Law, 7404 Napier Trail, Austin, Texas 78729.


EXPERTS

     The consolidated  financial  statements  and  financial
statements schedules  of  U.  S.  Technologies  Inc.  as  of
December 31,  1995 and  1994 and for each of the three years
in the  period ended  December 31, 1995 incorporated in this
Prospectus by  reference to  the Annual Report on Form 10-K,
have been  so incorporated  in reliance  on  the  report  of
Brown, Graham & Company, P.C. independent accountants, given
on the  authority of  that firm as experts in accounting and
auditing.


AVAILABLE INFORMATION

     The   Company   is   subject   to   the   informational
requirements of  the Securities  Exchange Act of 1934 and in
accordance therewith  files reports,  proxy  statements  and
other  information   with  the   Securities   and   Exchange
Commission (the  "Commission").   Information concerning the
Company can  be inspected  and copied  at the offices of the
Commission, 450  Fifth Street, N.W., Washington D.C., 20549.
Copies of  such material  can be  obtained from  the  Public




                           27

Reference Section  of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington D.C., 20549, at prescribed rates.

     NO PERSON  IS AUTHORIZED  TO GIVE ANY INFORMATION OR TO
MAKE ANY  REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED BY  REFERENCE IN  THIS PROSPECTUS AND, IF GIVEN
OR MADE,  SUCH INFORMATION  OR REPRESENTATION  MUST  NOT  BE
RELIED UPON AS HAVING BEEN AUTHORIZED.  THIS PROSPECTUS DOES
NOT CONSTITUTE  AN OFFER  TO SELL  OR A  SOLICITATION OF  AN
OFFER TO  BUY ANY  SECURITIES OTHER  THAN THE  COMMON SHARES
OFFERED BY  THIS  PROSPECTUS.    THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY  COMMON SHARES  IN ANY  CIRCUMSTANCES IN  WHICH SUCH
OFFER OR  SOLICITATION IS UNLAWFUL.  NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN  THE AFFAIRS  OF THE COMPANY SINCE THE DATE HEREOF
OR THAT  THE INFORMATION  CONTAINED BY  REFERENCE HEREIN  IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.






































                           28

                          PART II.

    Information Required in the Registration Statement.

Item 3.   Incorporation of documents by reference.

          Included in Prospectus.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Included in Prospectus.

Item 6.   Indemnification of Directors and Officers.

          Included in Prospectus.

Item 7.   Exemption from Registration.

          Not applicable.

Item 8.   Exhibits

          (a)  Exhibits

          Exhibit No.    Document.


          5 *  Opinion of Jack D. Bryant, 7404 Napier Trail,
               Austin, Texas 78729, regarding the legality
               of the securities registered under this
               Registration Statement.
          
          10.1 *    1996 Stock Option Plan.
          
          24.1 *    Consent of counsel for the Company (set
               forth in the opinion of counsel included as
               Exhibit 5).

          24.2 *    Consent of Brown, Graham & Company P.C.,
               independent public accountants for the
               Company.
          
*    Filed herewith.










                           29

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     1.    to  file, during  any period  in which  offers or
sales are  being made,  a post-effective  amendment to  this
Registration Statement  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;

     2.   that, for the purpose of determining any liability
under the  Securities Act  of 1933, 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,

     3.    to  remove from  registration by means of a post-
effective amendment  any of  the securities being registered
which remain unsold at the termination of the offering.

     The undersigned  registrant hereby undertakes that, for
the  purposes   of  determining   any  liability  under  the
Securities Act  of 1933,  each filing  of  the  Registrant's
annual report  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 that is incorporated by
reference in  the 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.


























                           30

                  U. S. TECHNOLOGIES INC.
                          FORM S-8
                       EXHIBIT INDEX

Exhibit
  No.     Description                            Page


 1.1      Articles of Incorporation of the Company

 1.2      Bylaws of the Company

 5 *      Opinion of Jack D. Bryant, 7404 Napier Trail,
          Austin, Texas 78729, regarding the legality of
          the securities registered under this Registration
          Statement.                              22

10.1 *    Nonqualifying Stock Option Plan         23

24.1 *    Consent of counsel for the Company (set forth     
30
          in the opinion of counsel included as Exhibit 5
          to this Registration Statement)

24.2 *    Consent of Brown, Graham & Company P.C., Certified
Public    31
          Accountants for the Company.

*    Filed herewith.

     Exhibits 1.1 and 1.2 were filed as exhibits to the
Company Registration Statement on Form S-1, SEC File No. 33-
47835 and SEC File No. 33-11720.  Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32.:























                           31

                                             EXHIBIT 5





November 12, 1996



U. S. Technologies Inc.
1402 Industrial Blvd.
Lockhart, Texas 78644

                         RE:  Registration Statement on
                              Form S-8 (S.E.C. File No.
                              33-_____________)
                              Covering Public Offering
                              of Common Shares of U. S.
                              Technologies, Inc.

Gentlemen:

     I have acted as counsel for U. S. Technologies Inc., a
Delaware corporation (the "Company"), in connection with the
registration by the Company of an aggregate of 600,000
Common Shares, par value $0.02 per share, underlying options
issuable to any employee, director, general partner,
officer, or consultant or advisor of the Company (the
"Options"), all as more fully set forth in the Registration
Statement on Form S-8 to be filed by the Company.

     In such capacity, I have examined, among other
documents, the Articles of Incorporation, as amended, Bylaws
and minutes of meetings of its Board of Directors and
shareholders, and the
1996 Qualifying Stock Option Plan of the Company.

     Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am
of the opinion that:

     1.   The Company is a corporation duly organized and
          validly existing under the laws of the State of
          Delaware.
          
     2.   The Options and underlying Common Shares have been
          legally and validly authorized under the Articles
          of Incorporation, as amended, of the Company, and
          when issued and paid for upon exercise of the
          Options, the Common Shares underlying the Options
          will constitute duly and validly issued and
          outstanding, fully paid and nonassessable Common
          Shares of the Company.



                           32

          

Yours truly,



Jack D. Bryant


















































                           33

                                                  EXHIBIT 10.1
                               
                     U. S. TECHNOLOGY INC
                               
                    1996 STOCK OPTION PLAN
                               
                               
                          ARTICLE I
                               
                           PURPOSE

     U.  S.   TECHNOLOGY  INC   (the  "Company"),  is  largely
dependent for  the successful  conduct of  its business on the
initiative, effort and judgment of its officers and employees.
This Stock Option Plan (the "Plan") is intended to provide the
key employees  of  the  Company  an  incentive  through  stock
ownership in  the Company  and encourage them to remain in the
Company's employ.  Moreover, since the Incentive Stock Options
and Non-Qualified  Stock Options  provided for in the Plan are
subject to  various alternative  provisions  of  the  Internal
Revenue Code  of 1986,  as amended (the "Code"), the Committee
(as hereinafter  defined) will  have considerable  latitude in
shaping options  granted under  the  Plan  to  the  particular
circumstances of  the  optionee,  thus  recognizing  the  full
incentive value of the option.

                          ARTICLE II
                               
                        ADMINISTRATION

     The Plan  shall be administered by the Board of Directors
(the "Board")  of the Company or the Board, at its option, may
delegate the  administration of the Plan to a committee of the
Board  (the   Board  and   the   Committee   are   hereinafter
collectively or  alternatively referred to as the "Committee")
subject to  the provisions of this Article II.  All members of
the Committee  shall be  Directors of the Company and shall be
selected by (and serve at the pleasure of) the Board.  Subject
to the  express provisions  of the  Plan, the  Committee shall
have plenary   authority,  in its  discretion, to recommend to
the Board  the individuals  within  the  class  set  forth  in
Article IV to whom, and the time and price per share at which,
options shall  be granted,  and the  number of  shares  to  be
subject to  each option.   In  making such  determination, the
Committee may  take into  account the  nature of  the services
rendered  by  the  respective  employees,  their  present  and
potential contributions  to the  Company's  success  and  such
other factors  as the  Committee in  its discretion shall deem
relevant.   Subject to the express provisions of the Plan, the
Committee shall  also have  plenary authority to interpret the
Plan, to  prescribe, amend  and rescind  rules and regulations
regulating it,  to  recommend  to  the  Board  the  terms  and
provisions of  the  respective  options  (which  need  not  be
identical) and  to make  all other determinations necessary or



                              2

advisable for the administration of the Plan.  The Committee's
determination on  the matters  referred to  in this Article II
shall be final, conclusive and binding upon all optionees.
                               
                         ARTICLE III
                               
             AMOUNT OF STOCK AND DURATION OF PLAN

     The aggregate  amount (subject  to adjustment as provided
in Article  VIII) of  stock which may be purchased pursuant to
options granted under this Plan shall be 600,000 shares of the
Company's Common  Stock.  Any option granted hereunder must be
granted within  ten (10)  years from  the date  of approval of
adoption of  the Plan  by the  Board or the date on which this
Plan is  approved by  the Company's shareholders, whichever is
earlier.  Shares subject to options under the Plan may, in the
sole  discretion  of  the  Board,  be  either  authorized  and
unissued shares  or issued  shares which have been acquired by
the Company  and are being held in its treasury.  When options
have been  granted under  the Plan and have lapsed unexercised
or  partially  unexercised,  the  shares  which  were  subject
thereto may be reoptioned under the Plan.

                          ARTICLE IV
                               
                ELIGIBILITY AND PARTICIPATION
                               
     All officers  and  employees  of  the  Company  shall  be
eligible to receive Stock Options under the Plan.

                          ARTICLE V
                               
               TERMS AND CONDITIONS OF OPTIONS

     Each option  granted under the Plan shall be evidenced by
a Stock  Option Agreement (the "Agreement"), the form of which
shall have  been approved  by the Committee and Counsel to the
Company.   The Agreement  shall be executed by the Company and
the optionee  and shall  set forth the terms and conditions of
the option,  which terms and conditions shall include, but not
by way of limitation, the following:

     1.   Option Price.   The option price shall be determined
by the  Committee, but shall not in any event be less than the
greater of  the (i) par value of the Company's Common Stock or
(ii) the  fair market value of the Company's Stock on the date
that the option is granted.

     2.   Term of  Option.   The term  of the  option shall be
selected by  the Committee,  but in  no event  shall such term
exceed ten (10) years.

     3.  Transferability.  Options granted hereunder shall not
be transferable  otherwise than  by will  or operation  of the



                              3

laws of  descent and distribution.  During the lifetime of the
optionee, options  granted hereunder  shall be executable only
by the optionee.

     4.   Termination of  Employment.   In  the  event  of  an
optionee's termination  of employment with the Company for any
reason other  than death,  all options granted hereunder shall
thereupon terminate.   The  Committee may,  in its discretion,
direct that  certain Agreements  contain provision  permitting
exercise of  an option  after an  optionee's retirement.  Upon
the termination  of an  optionee's employment by reason of his
death, such optionee's option(s) shall terminate to the extent
it was not executable at the date of his death.  To the extent
such options  were then executable by the optionee, optionee's
estate or  the beneficiaries  thereof  shall  be  entitled  to
exercise such  options for  a period  of three (3) months from
the date  of his  death, (unless  the option(s)  should sooner
terminate according to its own provisions) but not thereafter.
Notwithstanding the  other provisions  of this subparagraph 4,
no option shall be exercised more than ten (10) years from the
date upon which it is granted.

     5.   Other Conditions.    At  its  sole  discretion,  the
Committee may impose other conditions upon the options granted
hereunder, including, but not by way of limitation, percentage
limitations upon the exercise of options granted hereunder.

     If the  Plan and  the shares of Common Stock reserved for
options  hereunder   have  not   been  registered   under  the
Securities Act  of 1933, as amended (the "Act"), the Committee
shall satisfy  itself that  the  exemption  from  registration
afforded by Section 4(2) of the Act will be available.

























                              4

                          ARTICLE VI
                               
                   INCENTIVE STOCK OPTIONS

     The Committee and the Board, in recommending and granting
stock  options   hereunder,  shall   have  the  discretion  to
determine  that  certain  options  shall  be  Incentive  Stock
Options, as  defined in  Section 422A  of  the  Code  and  the
regulations thereunder,  while other  options  shall  be  Non-
Qualified  Stock   Options.     Neither  the  members  of  the
Committee, the  members of  the Board nor the Company shall be
under any  obligation or  incur any liability to any person by
reason of  the determination  by the  Committee or  the  Board
whether an option granted under the Plan shall be an Incentive
Stock Option  or a Non-Qualified Stock Option.  The provisions
of this  Article VI shall be applicable to all Incentive Stock
Options at any time granted or outstanding under the Plan.

     All Incentive  Stock Options granted or outstanding under
the  Plan  shall  be  granted  and  held  subject  to  and  in
compliance with  the terms  and  conditions  specifically  set
forth in  Articles II, III, IV, and V hereof and, in addition,
subject to  and in compliance with the following further terms
and conditions:

     1.  The option price of all Incentive Stock Options shall
not be less than one hundred percent (100%) of the fair market
value of  the Company's Common Stock at the time the option is
granted (notwithstanding  any provision of Article V hereof to
the contrary);

     2.   No Incentive  Stock Option  shall be  granted to any
person who,  at the  time of  the grant, owns stock possessing
more than ten percent (10%) of the total combined voting power
of the  Company.   Such ownership limitation will be waived if
(i) the  option price  is at  least one  hundred  ten  percent
(110%) of  the fair market value of the Company's Common Stock
at the  time the option is granted; and (ii) the option by its
terms must not be executable more than five (5) years from the
date it is granted; and,

     3.   The aggregate  fair market  value of  all shares  of
Common Stock  (determined at  the time  of the  grant  of  the
option) executable  for the  first time  by an employee during
any calendar year shall not exceed $100,000.

                         ARTICLE VII
                               
                     EXERCISE OF OPTIONS

     Options  granted  hereunder  may  be  exercised  only  by
tendering  to   the  Company   written  notice   of   exercise
accompanied by  the aggregate  purchase price  for the  shares
with respect  to which  the option  is being  exercised.    No



                              5

option shall  be executable  unless the shares issuable on the
exercise thereof  have been  registered under  the Act, or the
Company shall  have first  received the opinion of its counsel
that registration  under the Act is not required in connection
with such  issuance.   At the  time of exercise, if the shares
with respect  to which the option is being  exercised have not
been registered  under the  Act, the  Company may  require the
optionee  to  give  the  Company  whatever  written  assurance
counsel for  the Company may require that the shares are being
acquired  for   investment  and   not  with   a  view  to  the
distribution thereof, and that the shares will not be disposed
of  without   the  written   opinion  of   such  counsel  that
registration  under   the  Act   is  not   required.     Share
certificates issued  to the  optionee  upon  exercise  of  the
option shall  bear a  legend to  the foregoing  effect to  the
extent counsel  for the  Company  deems  it  advisable.    The
purchase price  of shares  of  Common  Stock  of  the  Company
acquired upon  the exercise  of any Non-Qualified Stock Option
or Incentive  Stock Option  granted under the Plan may be paid
by an optionee by the payment of cash, or by the assignment to
the  Company   of  shares   of  the   Company's  Common  Stock
theretofore owned by the optionee having a value equal to such
option price,  or by any combination thereof.  For purposes of
the Plan,  shares of  Common Stock  shall be  deemed to have a
value equal  to the  closing bid  price for  a share  for  the
trading day upon which such value is being determined.

                         ARTICLE VIII
                               
                         ADJUSTMENTS

     Subject to any required action by the Company's Directors
and shareholders,  the number  of shares  provided for in each
outstanding option  and the  price per  share thereof, and the
number  of   shares  provided   for  in  the  Plan,  shall  be
proportionately adjusted  for any  increase or decrease in the
number  of   issued  shares  of  the  Company's  Common  Stock
resulting from a subdivision or consolidation of shares or the
payment of  a stock dividend (but only on the Common Stock) or
any other  increase or  decrease in  the number of such shares
effected without  receipt of  consideration  by  the  Company.
Subject to  any required action by the Company's Directors and
shareholders,  if   the  Company   shall  be   the   surviving
corporation in  any merger  or consolidation, each outstanding
option shall pertain to and apply to the securities to which a
holder of  the number  of shares of the Company's Common Stock
subject to  the option would have been entitled.  In the event
(hereinafter collectively  referred to as an "Event of Sale or
Liquidation") of:   (a)  a dissolution  or liquidation  of the
Company; (b) a merger or consolidation in which the Company is
not  the   surviving  corporation;   (c)  a  sale  of  all  or
substantially all  of the assets of the Company; or (d) a sale
of all or substantially all of the outstanding Common Stock of
the Company  to on  purchaser, then  each  outstanding  option



                              6

shall terminate,  provided, however,  that in such event, each
optionee shall  have the  right immediately prior to any Event
of Sale  of Liquidation to exercise his option with respect to
the full  number of  shares covered thereby, without regard to
any installment provision contained in this Agreement.  In the
event of  a change  in the  Company's Common  Stock  which  is
limited to  a change of all of its  authorized shares with par
value into  the same  number of  shares with  a different  par
value or without par value, the shares resulting from any such
change shall  be deemed  to be Common Stock within the meaning
of the  Plan.   The aforesaid  adjustment shall be made by the
Committee whose  determination in that respect shall be final,
binding and  conclusive.   Except  as  hereinbefore  expressly
provided in  this Article  VIII, the  optionee shall  have  no
rights by  reason of subdivision or consolidation of shares of
stock of  any class  or payment  of any  stock dividend or any
other   increase or  decrease in  the number  of shares of any
class or  by reason  of any  Event of  Sale or Liquidation, or
spin-off of  assets or  stock of  another corporation; and any
issue by  the Company  of shares  of stock  of any  class,  or
securities convertible  into shares  of stock  of  any  class,
shall not  affect and no adjustment by reason thereof shall be
made with  respect to  the number  or price  of shares  of the
Company's Common Stock subject to any option.  The grant of an
option pursuant  to the  Plan shall  not affect in any way the
right  or   power  of   the  Company   to  make   adjustments,
reclassifications, reorganizations  or changes  of its capital
or business  structure or  to merge  or to  consolidate or  to
dissolve or  liquidate or  sell or transfer all or any part of
its business or assets.

                          ARTICLE IX
                               
                 AMENDMENT OR DISCONTINUANCE

     The Board may at any time amend, rescind or terminate the
Plan, as  it shall  deem advisable, provided, however, that no
change may  be made  in options  theretofore granted under the
Plan (without  the consent  of  the  optionees)  which  should
impair the  optionee's rights.   Provided,  however,  that  no
amendment to  the Plan will be effective unless and until such
amendment has  been approved  by the  holders of a majority of
the Company's   outstanding  voting stock  (voting as a single
class) present, or represented, and entitled to vote at a duly
constituted meeting of such shareholders.












                              7

                          ARTICLE X
                               
                     SHAREHOLDER APPROVAL

     The Plan  shall be  effective (the "Effective Date") when
it has  received the  approval of  a majority  of the Board of
Directors.   However, the  Plan and  all options granted under
the Plan  shall be  void if  the Plan  is not  approved by the
holders of  a majority  of the outstanding voting stock of the
Company (voting  as a  single class) within twelve (12) months
of the Effective Date.

                              U. S. TECHNOLOGY INC



                              BY:                           
                                   William Meehan, President

ATTEST:



____________________________
Secretary
































                              8

               INCENTIVE STOCK OPTION AGREEMENT

     THIS AGREEMENT is made and entered into by and between U.
S.  TECHNOLOGY  INC.  (the  "Company")  and  _________________
("_________").

     WHEREAS,  ________________  is  a  valuable  and  trusted
employee  of   the  Company  and  the  Company  considered  it
desirable  and   in  the   Company's   best   interests   that
________________________________ be  given  an  inducement  to
acquire a  propriety interest  in the  Company  and  an  added
incentive  to   advance  the   interests  of  the  Company  by
possessing an  option to  purchase stock  of  the  Company  in
accordance with  the Incentive  Stock Option Plan (the "Plan")
adopted by the Board of Directors (the "Board") of the Company
on _____________________, 19 _____.

     NOW THEREFORE,  in consideration  of the  promises, it is
agreed by and between the parties as follows:

     1.   Grant of  Option.   The  Company  hereby  grants  to
____________ the  right, privilege,  and  option  to  purchase
_____________________ shares  of the Company's Common Stock at
the purchase  price of  $______ per  share, in  the manner and
subject to  the conditions hereinafter provided and Article VI
of the "Stock Option Plan."

     2.   Time of  Exercise of  Options.  The aforesaid option
may, until the termination thereof as provided in paragraph 4,
be exercised  in any  increments, subject  to Article VI(1) of
the "Stock Option Plan."

     Provided  that  for  this  purpose  any  such  previously
granted option  not having  been exercised  in full  shall  be
deemed to  remain outstanding  until  the  expiration  of  the
period during  which under its initial term it could have been
exercised.

     3.   Method of Exercise.  The option shall be exercise by
written notice  (the "Notice")  from ______________________ to
the Executive  Committee (the  "Committee") of the Board.  The
Notice shall  specify the  number of shares of stock for which
the  option  is  being  exercised  and  by  accompanied  by  a
cashier's check  for payment  in full  of the option price for
the number  of shares  specified.   The option shall be deemed
exercised as  of the  time the  Notice is actually received by
the Company.   The  Company shall  make immediate  delivery of
such shares,  provided that  if any law or regulation required
the Company  to take  any action  with respect  to the  shares
specified in such Notice before the issuance thereof, then the
date of  delivery of  such shares  shall be  extended for  the
period necessary to take such action.





                              9

     4.  Termination of Option.  Except as otherwise provided,
the option  to the  extent nor already exercised or expired by
its own  terms shall  terminate upon the first to occur of the
of the following dates:

     (a)     Ninety  days   following  the   date   on   which
_____________________, employment  (or position  as an officer
or director)  by the  Company is  terminated  except  if  such
termination is  caused by  reason of  death or  permanent  and
total disability.

     (b)   The expiration of twelve (12) months after the date
on which  __________________' employment  (or position  as  an
officer or  director) by  the Company  is terminated,  if such
termination   is   caused   by   ______________'s   death   or
_____________________'s permanent and total disability.

     (c)  Midnight _____________, 199____.

     5.   Adjustments.   Subject to any required action by the
Company's Directors  and shareholders,  the number  of  shares
provided for  in this  option, and the price thereof, shall be
adjusted proportionately upward or downward in accordance with
the provisions of Article VII of the Plan.

     6.   Rights prior  to Exercise of Option.  This option is
nontransferable by ____________________ otherwise than by will
or the  laws of  descent and  distribution, and  is executable
during     _____________________'     lifetime     only     by
______________________.  ___________ shall have no rights as a
stockholder with respect to the option shares until payment of
the option price and delivery to them of such shares as herein
provided.

     7.   Restriction of  Disposition.  All shares acquired by
______________________ pursuant to this Incentive Stock Option
Agreement may  be subject  to restriction on sale, encumbrance
and other dispositions pursuant to state or federal law.

     8.  Notices.  The addresses to which all notices required
to be given hereunder shall be sent are, if to the Company:
                    
                    U.S. Technologies Inc.
                    P.O. Box 697
                    1402 Industrial Blvd.
                    Lockhart, Texas   78644

and if to ____________________:









                              10

Either party  may change  his address by giving written notice
to the  other party  at the  indicated address.   All  notices
given  hereunder   shall  be  deemed  received  when  actually
delivered to the indicated address.

     9.   Stock Option Plan.  This Agreement is subject to and
incorporated by  reference to all the terms and conditions set
forth in  the Plan.  In the event of any  conflict between the
terms of this Agreement and the Plan, the terms and conditions
of the Plan shall control.

     10.   Binding Effect.   This Agreement shall inure to the
benefit of  and be  binding upon  the parties hereto and their
respective heirs,  executors, administrators,  successors  and
assigns.

     IN WITNESS  WHEREOF, the  parties hereto have caused this
Agreement to be executed as of ___________, 199__.
                              
                              U. S. TECHNOLOGY INC.
                              
                              
                              
                              BY:                           
                                   William Meehan, President
ATTEST:
(Seal)



_________________________
Secretary

























                              11

                                                       EXHIBIT
24.1








                       CONSENT OF COUNSEL


I HEREBY  CONSENT to  the inclusion  of my name and references to
Jack D.  Bryant, Attorney at Law, beneath the caption "Opinion of
Counsel" in  the Prospectus  forming a  part of  the Registration
Statement and  to the  filing of a copy of our opinion as Exhibit
No. 5 thereto.

Dated this 11th day of November, 1996.


Yours truly,



Jack D. Bryant






























                                30

                                                  EXHIBIT 24.3









CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this registration
statement of  U.S. Technologies  Inc. on  Form S-8  of our report
dated April 14, 1996, on our audits of the consolidated financial
statements and financial statement schedules of U.S. Technologies
Inc. and  Subsidiaries, as of December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993, which report is
included in  the Annual  Report on Form 10-K.  We also consent to
the reference to our firm under the caption "Experts".





                              BROWN, GRAHAM AND COMPANY P.C.




Georgetown, Texas
November 12, 1996























                                31






                           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 the requirements for filing
on Form  S-8 and  has duly  caused this Registration Statement or
Amendment thereto  be signed  on its  behalf by  the undersigned,
thereunto duly authorized, on the 12th day of November, 1996.


                             U.S. TECHNOLOGIES INC.
                                                                 
                                                                 
                                                                 
                                                                 
                             BY:s/ John V. Allen
                                John V. Allen
                                Chairman of the Board,
     

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


Signature                    Title                Date



s/James Chen                Director         November 12, 1996   
James Chen



s/William Meehan                             President, Director 
November 12, 1996               
William Meehan         Acting Controller
               Acting Principal Accounting Officer          
               












                                32
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 97659}]
{"company-data": {"conformed-name": "U S TECHNOLOGIES INC", "cik": "0000810130", "assigned-sic": "3672", "irs-number": "731284747", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16199", "film-number": "96667345"}, "business-address": {"street1": "1402 INDUSTRIAL BLVD BLDG 3", "street2": "P O BOX 697", "city": "LOCKHEART", "state": "TX", "zip": "78644", "phone": "5123761040"}, "former-company": {"former-conformed-name": "CAREAMERICA INC", "date-changed": "19890720"}}
As filed with the Securities and Exchange Commission on _______________,
1996,
                                   Registration No. 33-______________

                                    
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.   20549
                              _____________
                                    
                                FORM S-8
                         Registration Statement
                                  Under
                 The Securities Act of 1933, as amended.
                              _____________

                         U. S. TECHNOLOGIES INC.
           (Exact name of registrant as specified in charter)

         Delaware                                       73-1284747
    (State of other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                 Identification
Number)

                          1402 Industrial Blvd.
                         Lockhart, Texas   78644
                             (512) 376-1049
(Address and telephone number of registrant's principal executive offices
                         and place of business)

                             William Meehan
                  President and Chief Executive Officer
                         Lockhart, Texas   78644
                             (512) 376-1049
           (Name, address and telephone of agent for service)

 Copies of all communications, including all communications sent to the
                  agent for service, should be sent to:
                                    
                             Jack D. Bryant
                            7404 Napier Trail
                           Austin, Texas 78729
                             (512) 219-7232

    Approximate date of commencement of proposed sale to the public:
     As soon as practicable after the Registration Statement becomes
                               effective.

     If the  only securities  being registered  on this  Form  are  being
offered pursuant  to dividends  or interest reinvestment plans, check the
following line:______

     If any  of the  securities being  registered on  this Form are to be
offered on  a delayed  or continuous basis pursuant to Rule 415 under the
Securities Act  of 1933, other than securities offered only in connection
with dividend  or interest  reinvestment plans, check the following line:
x
              CALCULATION OF REGISTRATION FEE

Title of each class        Amount       Proposed     Propose
d                  Amount of
of securities to   to be   maximum      aggregate   Registra
tion
be registered     registered       offering price (1)  offer
ing price(1)      fee(1)

Common Shares, $0.02
par value per share,
issuable upon exercise
of stock options by
Selling Shareholders600,000* $0.165    $99,000.00   $250.00

Totals          600,000      $0.165    $99,000.00   $250.00

____________________________________________________________
_________________

[1]  Based upon the mean between the closing bid and ask
prices for the Common Shares on November 8, 1996, in
accordance with Rule 457(c).

                           2

PROSPECTUS

U. S. TECHNOLOGIES INC.
600,000 Common Shares,
$0.02 per value per share

     All of  the $0.02  par value common shares (the "Common
Shares") of  U. S.  Technologies Inc.  (the  "Company")  are
issuable upon  exercise of  stock options  ("Options") to be
issued by  the Company to its officers, directors, employees
and/or consultants.   The  Options will  be issued  to  such
individuals and/or  entities  pursuant  to  written  benefit
plans maintained  by the  Company.   The  Company  will  not
receive any proceeds from the sale of the Common Shares sold
by Shareholders,  although  the  Company  will  receive  the
exercise price payable upon any exercise of the options.

     A total  of 600,000  Common Shares registered hereunder
are issuable  upon exercise  of stock  options issued by the
Company under  its  Nonqualifying  Stock  Option  Plan  (the
"Plan")  to   employees,  directors,  and/or  other  persons
associated with  the Company  whose services have benefitted
the Company.  An aggregate of 600,000 Common Shares underlie
the options,  none of  which are  presently outstanding, but
will be  for a  period of  ten (10)  years from  the date of
grant.   Options must  be issued  within ten (10) years from
April 30,  1996.   The exercise  price will be determined by
the Board of Directors of the Company.

     The  Company's   Common  Shares  are  listed  with  the
National Association  of Securities  Dealer, Inc. (NASD) and
traded on  the OTC Bulletin Board.  On November 8, 1996, the
last reported  sales price for the Common Shares as reported
on the OTC Bulletin Board was $0.15 and $0.18 asked.

     THE SECURITIES  OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK, IMMEDIATE  SUBSTANTIAL DILUTION,  LIMITED  OPERATIONS,
OPERATING LOSSES,  AND CONTINUING  NEED FOR WORKING CAPITAL.
See "Risk Factors."

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

The date of this Prospectus is November 12, 1996.

                           3

As of the date of this Prospectus, none of the common Shares
underlying the Options described herein have been issued.

     The Company  anticipates  that  upon  exercise  of  the
Options, of  which there  is  no  assurance,  sales  by  the
holders thereof may be effected from time to time, by or for
the  accounts  of  the  Selling  Shareholders,  on  the  OTC
Bulletin Board  Automated Quotation  System ("OTCBB")  or in
the over-the-counter  market, in negotiated transactions, or
otherwise.  Sales will be made through broker/dealers acting
as agents  for the Selling Shareholders or to broker/dealers
who  may  purchase  the  Common  Shares  as  principals  and
thereafter sell  the shares  from time  to time  on the  OTC
Bulletin  Board,   in  the   over-the-counter   market,   in
negotiated transactions,  or otherwise.   Sales will be made
either at market prices prevailing at the times of the sales
or at negotiated prices.  See "Plan of Distribution."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company's  Annual Report  on Form 10-K for the year
ended December  31, 1995 (herein collectively, the "Form 10-
K");   and, the  Company's Form  8-A Registration  Statement
filed with  the Commission  on June  11, 1987  (File No.  0-
15960) filed  under the Securities Exchange Act of 1934, are
hereby incorporated in this Prospectus by reference, and all
documents subsequently  filed by  the  Company  pursuant  to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of  1934, prior  to  the  termination  of  the  offering
described herein, shall be deemed to be incorporated in this
Prospectus and  to be  a part  hereof from  the date  of the
filing of  such documents.   Any  statement contained  in  a
document incorporation  by reference  herein shall be deemed
to be  modified or superseded for all purposes to the extent
that a  statement contained  in this  Prospectus or  in  any
other subsequently filed document which is also incorporated
herein by  reference modifies  or replaces  such  statement.
The Company  will provide  without charge  to each person to
whom this  Prospectus  is  delivered,  on  written  or  oral
request of  such person, a copy (without exhibits) of any or
all documents incorporation by reference in this Prospectus.
Requests for  such copies  should  be  directed  to  William
Meehan,  President,   U.S.  Technologies  Inc.,  (1)  if  by
telephone to  (512) 376-1049, or (ii) if by mail to P.O. Box
697, Lockhart, Texas 78644.

                           4

                        THE COMPANY

General Development of Business

     U.   S.   Technologies   Inc.   (the   "Company")   was
incorporated on  September 9, 1986, in the State of Delaware
as CareAmerica Inc.  From time to time the term "Company" as
used herein refers to U.S. Technologies Inc. by itself or to
collectively refer  to U.  S. Technologies  Inc. and some or
all of  its subsidiaries, past and present.  The Company was
formed to  furnish in-home  medical care services.  On April
14, 1987, the Company completed a public offering of 660,000
units, each unit consisting of one share of Common Stock and
one  Redeemable   Warrant,  each   separately   transferable
immediately upon issuance.  The foregoing reflects a 1 for 5
reverse split of the Registrant's Common Stock, Warrants and
Options which took place on February 8, 1993, and assumes no
additional shares issued in respect of any fractional shares
which may have resulted from the reverse split.

     In 1987 the Company changed business direction from the
medical industry  to electronics.  On September 1, 1988, the
Company moved  its corporate  headquarters from Kansas City,
Missouri, to  Austin, Texas.  The Company's decision to move
its headquarters to Austin, Texas, was made in order to more
effectively  monitor   the  day-to-day   activities  of  its
Subsidiaries.   The management  of  the  Company  felt  that
maintaining offices  in  Kansas  City,  Missouri,  when  its
operating  Subsidiaries   were  in  Austin,  Texas,  was  an
unnecessary expense for the Company.

     On July  14, 1989,  the  shareholders  of  the  Company
approved a  proposal to  change the  name of the Corporation
from CareAmerica Inc. to U.S. Technologies Inc.  On July 14,
1989, the  Company  filed  a  Certificate  of  Amendment  of
Certificate of  Incorporation with the Secretary of State of
Delaware causing  the name  of the corporation to be changed
to U.S.  Technologies Inc.   Effective  with  the  start  of
business July 17, 1989, the Company's Common Stock traded on
the over-the-counter  market  and  listed  on  the  National
Association  of   Securities  Dealers  Automated  Quotations
(NASDAQ) System.  The trading symbol was changed to USXX.

     Prior to  June,  1994,  the  Company  owned  three  (3)
additional subsidiaries  which had  been  in  operation  for
several years:    American  Microelectronics  Inc.  ("AMI"),
Republic  Technology   Corporation  ("Republic"),  and  U.S.
MicroLabs Inc.  ("MicroLabs").   AMI was  in the electronics
contract  manufacturing  business.    Republic  was  in  the
business of  designing  and  marketing  personal  computers.
MicroLabs had  been inactive  for several  years, but had at
one time  been in  the business  of developing and marketing
software.  AMI was the largest secured creditor of Republic.
The Company  was the  largest secured  creditor of  AMI.  In

                           5

June, 1994,  AMI foreclosed  on  its  security  interest  in
Republic and  accepted an  assignment of  all of  Republic's
assets  (all   of  which  were  covered  by  AMI's  security
agreement) in  satisfaction  of  Republic's  debts  to  AMI.
Subsequent thereto  the Company  foreclosed on  its security
interest in  AMI and  accepted an assignment of AMI's assets
(that were  covered by  the Company's security agreement) in
satisfaction of  AMI's debts  to the  company.   The Company
made a  capital contribution of the foreclosed assets to the
newly formed  company, Lockhart Technologies, Inc., "LTI" in
exchange for  all of  the capital  stock  of  that  company.
After the foreclosures, the Company sold all of its interest
in AMI, Republic, and MicroLabs for a total consideration of
$1,758.

     The   Company    presently   has   two   wholly   owned
subsidiaries:     Lockhart  Technologies,   Inc.,  a   Texas
corporation ("LTI") and Newdat, Inc., an Arizona corporation
("Newdat").  Newdat owns an eighty percent (80%) interest in
SensonCorp Limited,  an Arizona corporation ("Senson").  The
Company acquired Newdat on January 23, 1995, in exchange for
7,053,728 shares of the Company's common stock.

                           6

     LTI was  incorporated  on  June  29,  1994.    LTI  was
capitalized by  the Company  by the  contribution of certain
assets, tangible  and intangible, which the Company received
through its  foreclosure of  AMI.  The assets were valued at
$1,764,580.     LTI   operates   an   electronics   contract
manufacturing facility  located inside  a  minimum  security
prison facility  located in  Lockhart, Texas.   LTI  has  an
Industry Work Program Agreement (the "IWPA"), which includes
a lease  agreement, with  Wackenhut Corrections Corporation,
The  Texas  Department  of  Criminal  Justice,  Division  of
Pardons, and  Paroles and  the City of Lockhart, Texas.  The
IWPA  and   Lease  were   assigned  to   LTI   by   American
Microelectronics Inc.,  a corporation  formerly owned by the
Company.   Wackenhut Corrections  Corporation  has  not  yet
formally ratified  the assignment  of the IWPA from American
Microelectronics  Inc.   to  LTI,  but  has  continued  full
cooperation with  LTI over the past 28 months.  The Industry
Work  Program  Agreement  provides  and  encourages  LTI  to
recruit and  hire qualified  employees  from  the  500  male
residents presently  in this facility.  Prospective resident
employees are  provided vocational  and educational training
by Wackenhut  and the  Texas Department of Criminal Justice,
Division of  Pardons and  Paroles tailored  to the Company's
specifications.   The Company  is required  to pay  resident
employees at a rate prevailing in the area for similar work,
but at  no time  less the  Federal Minimum  Wage rate.   The
lease agreement  provides for  approximately  27,800  square
feet of  manufacturing and  office space through January 31,
1997 and provides for automatic three year extensions unless
notification is  given by  either party  at least six months
prior to the expiration of each term.  LTI has been notified
by Wackenhut  that it  wishes to  review the  terms  of  the
second three  year lease  in the  near future.   The Company
does not anticipate any material changes in the terms of the
renewal option.   The lease provides for annual rental rates
of $1  per year for the primary term and the first automatic
three year extension.

     On September  5, 1996,  the  Company  was  notified  by
NASDAQ that  effective  September  6,  1996,  the  Company's
securities would be deleted from the Nasdaq Small Cap Market
because  the  Nasdaq  Listing  Qualifications  Panel  lacked
confidence in  the Company's  short term  plan  to  maintain
compliance with  the listing  requirements.   The  Company's
securities are  presently trading  on the OTC Bulletin Board
under the same trading symbol "USXX".

Principal Products, Services and Revenue Sources

     The Company  furnishes  direction,  administrative  and
consulting services to its Subsidiaries, and raises funds as
appropriate for their operation and expansion.

                           7

     LTI  offers   contract   manufacturing   services   for
electronic circuit  boards.   LTI does  not manufacture  the
actual  circuit   boards;  LTI  purchases  them  from  board
manufacturers.   Electrical components  placed on the boards
are furnished  by LTI's  customers in  kit form or purchased
directly   from    electrical   supply   houses   or   parts
manufacturers.   LTI places  the components  on  the  board,
solders  the   connections  and,  if  requested,  tests  the
assembled  board.    LTI  also  performs  electro-mechanical
assembly.

     The electronic  circuit board  is the basic element for
manufacturing  electronic   circuitry  today.     Individual
electrical components  such  as  resistors,  capacitors  and
solid state  devices are mounted on the circuit board.  Such
electrical components  are "packaged"  as "through-hole"  or
"surface mount"  devices.  Through-hole components have wire
leads which are placed through holes on the board.  The wire
leads are  soldered  to  the  board  on  the  reverse  side.
Surface mount  components are  smaller and have much shorter
leads or  metallic ends which are soldered directly to small
metal pads on top of the board.

     LTI's services  may be  used by  any business that uses
electronic circuit boards.  LTI presently assembles products
utilized in  computers, computer  peripherals, security  and
communications systems,  medical  equipment  and  electronic
testing devices.   LTI  markets its services through two (2)
in-house salespeople  and five  manufacturing representative
sales people.  It has increased the sales force by 350% over
the past six months and is attempting to expand its contract
manufacturing business  by including larger runs and turnkey
operations.

     Newdat,  Inc.  is  an  Arizona  corporation  which  has
developed to  market ready status a device for measuring (in
real time  during production)  the thickness  of coatings on
wire, e.g.,  measuring the  thickness of the zinc coating on
galvanized wire.   This  device has wide ranging alternative
applications.   For example  it can  also be  used to detect
flaws in  wire and  cable during production or while in use,
e.g.,  elevator   or  ski  lift  cables.    Newdat  is  also
developing a  high speed  tape backup  unit  for  computers,
utilizing a  helical scan  technology.   Newdat also owns an
eighty percent (80%) interest in SensonCorp Limited "Senson"
which is  presently  marketing  a  line  of  environmentally
friendly chemical  coatings developed  by a major Australian
chemical  company.     Senson   has  exclusive   rights   to
manufacture and market these products in North America.  The
coatings have  a variety of applications, all with non toxic
anti-corrosion  capability   using  vapor   phase  corrosion
inhibitors.     Over  the  past  half  year,  the  Company's
management has  consolidated much  of  Newdat's  engineering

                           8

business in  Lockhart as  a control  measure and cost saving
exercise.

The Company successfully concluded an agreement in the third
quarter of  1996 to acquire an 85% ownership interest in the
QuakeAlarm technology  from Komen Holdings Pty., a new South
Wales Holding  Company in  exchange for  3,536,000 shares of
the Company's common stock.  This technology, which has been
developed  and  prototyped,  is  a  fully  integrated  early
warning earthquake  alarm that  can detect the first sign of
an imminent  earthquake.   The QuakeAlarm can alert the user
before humans  begin to  feel the  earthquake by sensing the
quake's "P"  (primary) wave,  which precedes the "S" (shock)
waves which  cause the damage.  The purchase of the majority
ownership gives  the  Company  exclusive  manufacturing  and
marketing right to the product worldwide.  The Company plans
to commence  production of  the QuakeAlarm  immediately  and
market    this    product    through    several    marketing
representatives worldwide.

Another potential  business opportunity for LTI is a product
which it has developed on behalf of a customer.  The product
is an  energy saving  device which  has been developed for a
local company  and is  presently  in  field  testing.    The
product  offers   LTI  the  opportunity  to  undertake  long
production run work which will enable combining the building
of  circuit   boards  and   coils  with   electro-mechanical
assembly.

LTI has  entered into an exclusive three year agreement with
an Austin,  Texas, original  computer equipment manufacturer
"OEM" for  the assembly, testing and shipping to end users a
new line  of computers  using the MAC operating system.  The
OEM  estimated  that  approximately  60,000  units  will  be
produced  during   the  first   year  of  the  contract  and
approximately 120,000 units during the second year.

Raw Materials

     Some of  the components  and raw  materials used by the
Company's subsidiaries  are available  from a limited number
of suppliers  and/or are susceptible to non availability due
to periodic  shortages.   While  component  purchasing  lead
times are  improving due  to greater  competition.   In some
instances there  may be  lead times  of  several  months  or
longer  to   obtain  and   sustain  an  adequate  supply  of
components.   While parts are generally available, delays in
obtaining some  parts could  jeopardize orders  and increase
the cost  of  operations  for  LTI  and  Newdat.    LTI  has
experienced prolonged  or significant shortages in the past.
However, from  time to  time parts shortages may be expected
to cause  temporary delays  in production  of some products.
Senson's raw  materials include  chemical stocks  which  are
generally  available   and  management  does  not  presently

                           9

anticipate any  restrictions or  delays in production due to
shortages in raw materials.

Patents, Trademarks, Licenses, Franchises and Concessions

     The  Company   and  LTI   do  not   have  any  patents,
trademarks, licenses,  franchises or  concessions;  however,
they may apply for some in the future.  Because of the rapid
pace of  technological change,  the  Company  believes  that
copyright, trademark  and other  legal protections  are less
significant in  its industry than such factors as innovative
skills, technological expertise and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

Working Capital Practices

     The  Company's   subsidiaries  are   discouraged   from
carrying excess  quantities of  raw materials  or  purchased
parts because most of their products are produced to demand;
therefore, components  and parts  can usually  be ordered as
needed.   LTI has  an agreement  which  allows  one  of  its
suppliers to  purchase materials  from LTI's  inventory when
they have  needs for certain items.  This procedure is to be
extended to  other customers  and known  users of certain of
LTI's inventory.   In a determined effort to limit inventory
holdings, LTI  has introduced  a heavy hand in its write-off
program and has made a allowance for a $395,000 complemented
with a  determination to  find buyers for slow moving items.
LTI offers  selected customers  a 2%  discount if  bills are
paid within ten days.

Dependence on Customers

     LTI has  broadened its  customer base  during 1995  and
1996 and is less dependent on key customers than previously.
However, it  is now  seeking longer  production runs than in

                           10

the recent  past and  if it is successful, dependence on one
or more  customers is  inevitable.   The loss  of any one of
such customers  would have  a material adverse effect on LTI
and the  Company.   Management believes  that this situation
will abate as LTI's customer base expands.

Backlog

     At October  31, 1996,  LTI's backlog  (which represents
that portion  of outstanding  contracts not  yet included in
revenue) was  approximately $1,140,000.   It  is anticipated
that 100%  of the backlog will be delivered before April 30,
1997.

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

Competitive Conditions

     LTI, Newdat  and Senson are in competition with a large
number  of   firms.     Most  of   their   competitors   are
substantially larger  and have  greater financial resources.
LTI's business  is capital  intensive, i.e.,  a  significant
investment in equipment is necessary.  The greater financial
resources  of   many  of   LTI's  competitors   gives  those
competitors an  advantage over  LTI.  Newdat and Senson have
products which  face competition  from other  products.  The
Company believes  the products  of Newdat  and  Senson  have
features  and   qualities  which  give  them  a  competitive
advantage.   However, the  existing control  of  the  market
place by their competitors and the financial resources which
such competition  can apply  to their  competitive marketing
efforts are significant negative factors against the ability
of Newdat  and Senson  to  successfully  complete  in  their
markets.   Positive factors  pertaining to LTI's competitive
position are the experience of LTI's new management team and
what LTI believes is its ability to address the growing need
for mixed  technology circuit  boards, i.e.,  circuit boards
containing both  through-hole and  surface mount components.
LTI has  automated equipment  for the  assembly  of  circuit
boards using  surface  mount  and  through-hole  components.
However,  LTI's   surface  mount  equipment  is  limited  in

                           11

capacity.  If LTI is able to sustain and increase its volume
of business,  further investments  in capital equipment will
be required.   The  Company  will  require  additional  debt
and/or lease  financing to  acquire additional equipment and
expanded receivables  financing to fund any growth in sales.
Terms of  possible  lease  agreements  and/or  the  cost  of
borrowed funds may be prohibitive.

Research and Development Activities

     Newdat acquired  products of which one had already been
developed.     Newdat  is   limiting  further  research  and
development to  support the  latest possible  entry  of  its
proprietary products  into market,  and then the support and
enhancement of those products in the field.

Number of Persons Employed

     As of  October 31,  1996, the  Company had two salaried
employees.   Several employees  of LTI devoted a significant
portion of their time to the affairs of the Company.

     As of  October  31,  1996,  LTI  had  approximately  69
regular employees.  LTI employees include residents from the
minimum  security  prison  facility  where  the  Company  is
located.

     As of October 31, 1996, Newdat had no employees.

     As  of  October  31,  1996,  Senson  had  1  part  time
employee.

     None of  the Company's  employees are  represented by a
union.   The Company believes that its relationship with its
employees is good.

Regulation

     The Company  is subject to Food and Drug Administration
("FDA") regulations  relating to  medically related  devices
which its  subsidiary, LTI  manufactures.  These regulations
are generally  applicable  to  companies  producing  medical
electronics.     The  products   that  are  subject  to  FDA
regulation are  not a significant portion of LTI's business.
All of the Company's subsidiaries are subject to OSHA.

                      USE OF PROCEEDS

     The Company  will not  receive any of the proceeds from
the sale  of the  Common  Shares  by  the  Grantees  of  the
options.   However, the  Company may  receive proceeds  from
exercise of  the Options,  of which  there is  no assurance.
All net  proceeds received  by the  Company from exercise of

                           12

the Options shall be added to working capital of the Company
and utilized  for  any  valid  corporate  purpose.    It  is
presently anticipated  that the proceeds may be utilized for
payment of  outstanding accounts  payable  and  general  and
administrative expenses.

                           13

RISK FACTORS

     The purchase of these securities involves a high degree
of risk.   Prospective  investors should  carefully consider
the following  factors,  among  others  set  forth  in  this
Prospectus, before  making a decision to purchase the Common
Shares offered hereby.

     1.   Going Concern.   The  Company incurred significant
losses during  the years  ended December  31, 1995, 1994 and
1993 and  had a  working capital  deficiency at December 31,
1993.  The Company's auditors, Brown, Graham & Company P.C.,
have rendered  a "going concern" opinion in its report.  The
Company's  consolidated   financial  statements   have  been
presented on  the basis  that the Company is a going concern
which  contemplates   the  realization  of  assets  and  the
satisfaction  of   liabilities  in   the  normal  course  of
business.   The Company's  continued existence  is dependent
upon its ability to resolve its liquidity problems, which it
plans to  resolve principally  from  profitable  operations,
accounts  receivable  based  borrowing,  long-term  debt  or
equity financing  and the  continued support and forbearance
of its  vendors and  creditors.   (See Risk Factors - Future
Capital Needs and Possible Loss of Facilities)

     2.   NASDAQ Maintenance Requirements - the Common Stock
and Redeemable  Warrants have  been deleted  from the Nasdaq
SmallCap  Stock  Market.  The  Company's  Common  Stock  was
deleted effective  September 6,  1996,  because  the  Common
Stock was  trading at  $.125 per  share, which was below the
required minimum  bid price  of $1.00  per share.  Although,
the Company  did meet the alternative minimum bid price test
requirement  of   $2,000,000  in  capital  and  surplus  and
$1,000,000 in  market  value  of  public  float  the  Nasdaq
Listing Qualifications  Panel was  of the  opinion that  the
Company's plan  to  ensure  long  term  compliance  did  not
convince them  that the  Company would  be able  to continue
meeting the minimum requirements.  The company has requested
that the  Review Committee of the Nasdaq Listing and Hearing
Review Committee  review this  decision  and  reverse  their
decision.  As of this date no determination has been made by
the review committee.  The Common Stock is presently trading
on the OTC Bulletin Board.

Broker/Dealer Sales  of the  Company's Securities on the OTC
Bulletin  Board  are  subject  to  Securities  and  Exchange
Commission  Rules  that  impose  additional  sales  practice
requirements on  broker/dealers who  sell such securities to
persons other  than  established  customers  and  accredited
investors (generally  institutions with  assets in excess of
$5,000,000 or  individuals with  a net  worth in  excess  of
$1,000,000  or   an  annual  income  exceeding  $200,000  or
$300,000  jointly   with  their   spouse).    The  Company's
Redeemable Warrants  and Common  Stock are  subject to these

                           14

rules.     For  transactions   covered  by  the  Rules,  the
broker/dealer must  make a special suitability determination
for the  purchaser,  and  receive  the  purchaser's  written
agreement to  the transaction  prior to  the sale, deliver a
notice to  the customer of the hazards involved in investing
in such  securities, and  comply with additional regulations
which became  operative on  January 3,  1993.  Consequently,
the Rule  may affect  the ability  of broker/dealers to sell
the Company's  securities and also may affect the ability of
purchasers in  this offering  to sell  their shares  in  the
secondary market.

     3.   Operating Losses.   The  Company has accumulated a
deficit of  $8,345,220 since  its inception through the year
ending December  31, 1995.   There  is no assurance that the
Company will operate profitably in the future.

     4.   Absence of  Dividends.   No  dividends  have  been
declared or  paid by  the Company  on its Common Stock.  The
Company  intends  to  devote  all  available  funds  to  the
operation of  its business and, accordingly, does not intend
to pay any cash dividends in the foreseeable future.

     5.   Future Capital  Needs.  The circuit board contract
assembly business  is capital intensive.  LTI, the Company's
principal Subsidiary,  has need  for replacement  of some of
its surface  mount equipment to remain competitive with some
of its  competition.   LTI is presently seeking some of this
equipment and  is also attempting to finance this equipment.
If LTI  is unable  to finance  the equipment,  such an event
could have a material adverse impact on the Company's future
operations and  its ability  to compete in the industry.  If
LTI increases its volume of business, further investments in
capital equipment  or  replacement  thereof  and  facilities
expansion may  be required.   There can be no assurance that
additional financing will be available on favorable terms.

     6.   Competition.   The  Company  has  competitors  and
potential competitors,  many of  whom may  have considerably
greater financial and other resources than the Company.

     7.   Product Development.   The  Company and LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for some in the future.
Because of  the rapid  pace  of  technological  change,  the
Company believes  that copyright,  trademark and other legal
protections are  less significant  in its industry than such
factors as  innovative skills,  technological expertise  and
marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well

                           15

as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     8.   Possible Shortage of Working Capital to Market New
Product.  Senson and Newdat have no working capital of their
own and  will have  to rely upon the Company or intercompany
loans from LTI to market its new product.

     9.   Product Protection.   The  Company and  LTI do not
have  any   patents,  trademarks,  licenses,  franchises  or
concessions; however, they may apply for same in the future.
The Company  believes that  copyright, trademark  and  other
legal protections  are less significant in its industry than
such factors  as innovative  skills, technological expertise
and marketing abilities.

     Newdat, Inc.  holds  U.S. and Canadian patents relating
to its wire measurement technology.  These patents; covering
the same  technology, reveal  a new technology for measuring
the thickness  of zinc  and similar coatings on wire as well
as   nondestructive   electromagnetic   testing   of   other
properties of  wire.  It is difficult to ascertain the value
of these  patents.   The novel  parts of  the device are its
ability  to   sense  changes   in  external   and   internal
structures, including  the on-line  measurement of  metallic
coating being  applied to  wire.   The Company believes that
the rapid  pace of  change in  high technology  fields today
makes the  ability to  continuously innovate and develop new
technologies as  important in  some instances as the patents
themselves.

     Senson's conformal  coatings are  widely  protected  by
patents, in  particularly the  "phased" emission  of  VPCI's
from the coatings.

     10.  Backlog.       At October  31, 1996, LTI's backlog
(which represents  that portion of outstanding contracts not
yet included  in revenue)  was approximately $1,140,000.  It
is anticipated  that 100%  of the  backlog will be delivered
before April 30, 1997.

                           16

     At October  31, 1996, Newdat had no backlog as the wire
measurement devices  have not passed through their Beta site
testing phases, and are therefore not offered for sale.

     At October  31, 1996,  Senson's had  no backlog  and at
this time  Senson should be able to meet its marketing needs
as the Company manufactures in large batches.

     Because LTI  and Newdat  receive price commitments from
their vendors, their costs normally do not increase relative
to backlog  orders.   Engineering changes in products by any
of LTI's customers or other events beyond the control of LTI
could result  in the  cancellation or  suspension of some of
LTI's present backlog.

     11.   Importance of Volume Production.  The business of
the Company's  principal Subsidiary,  LTI, is  the  contract
assembly of surface mount, through-hole and mixed technology
circuit  boards.     That  business  is  capital  intensive,
requiring a  substantial investment  in automated equipment.
Hence, the  Company has significant fixed costs.  Because of
these fixed  costs, the  Company  must  have  a  significant
volume of  work to  cover manufacturing costs and to sustain
profitability.   In  this  regard,  production  problems  or
planning misjudgments  could have  a material adverse effect
on the Company.

     12.   Raw Materials.   Some  of the  components and raw
materials used by LTI and Senson are available from only one
supplier and/or are subject to unavailability due to general
shortages.   In some  instances, there  may be lead times of
several months  or longer  to obtain and sustain an adequate
supply of  components.  While parts are generally available,
delays in  obtaining some  parts can  jeopardize orders  and
increase the Company's cost of operations.

     13.   Reliance on  a  Few  Customers.    The  Company's
principal Subsidiary,  LTI, is  largely dependent  on a  few
customers for  a significant  portion of its cash flow.  The
loss of  any one  of these  customers may  have  a  material
adverse impact on the Company.

     14.   Dependence on  Key Personnel.  The success of the
Company depends,  in part,  on the continued availability of
the  executive   officers,  senior  staff  members  and  key
technical employees of its Subsidiaries.  The unavailability
of certain  of these  people, or  the Company's inability to
attract and  retain  other  key  employees,  could  severely
affect the  Company's ability  to  carry  on  its  business.
There is  no assurance that these officers or employees will
remain with  the Company or that the Company will be able to
attract and retain other key employees.

                           17

     15.   Effect of  Possible Bankruptcy, Reorganization or
Similar  Proceeding.     In   the  event  of  a  bankruptcy,
reorganization or  similar proceeding, the purchasers of the
shares offered  pursuant to this Prospectus could lose their
entire investment, even if the Company were to survive.

     16.   Litigation  Involving  the  Company.    There  is
litigation pending  against the  Company  and  some  of  its
subsidiaries.

     17.   Shares Eligible  for Future Sale.  As of the date
of this  Prospectus, the  Company has issued and outstanding
21,257,263 shares of Common Stock. 18,742,737 are authorized
but unissued at this time.

     18.    Shares  Issuable  Upon  Exercise  of  Redeemable
Warrants.  In connection with a public offering, the Company
issued and  sold 660,000 Common Stock Purchase Warrants (the
"Redeemable Warrants")  to purchase  660,000 shares  of  the
Company's Common Stock at $10.00 per share at any time until
5:00 p.m.,  Denver, Colorado,  time on  April 14, 1992, (the
"Warrant Expiration  Date") unless  extended by the Company.
(By action  of the Board of Directors the expiration date of
the Redeemable  Warrants was  extended through  December 31,
1996).   The Redeemable  Warrants expire  after the  Warrant
Expiration Date.   The Redeemable Warrants are redeemable by
the Company upon 30 days notice at any time upon the payment
of a  redemption premium  of $0.005  per Redeemable  Warrant
provided that,  prior to  such  redemption,  the  shares  of
Common Stock  have traded  in the public market for a period
of not  less than  twenty (20) consecutive trading days at a
closing bid  price of  not  less  than  $12.50.    Upon  the
redemption of  the Redeemable  Warrants, if  the holder does
not  exercise   the  Redeemable   Warrants,  the  Redeemable
Warrants will  lose all  value.   There is no assurance that
the Company's  Common Stock  will ever trade at a level high
enough to  cause the  exercise of  the Redeemable  Warrants.
The exercise  of the  Redeemable  Warrants  will  result  in
additional shares  of  Common  Stock  being  issued  with  a
resulting dilution  in the  interests of  other shareholders
and could  adversely affect  the market  price of the Common
Stock.

     19.   Possible Income  Tax Consequences Upon Expiration
of Any  Unexercised Warrants.   The Internal Revenue Service
has taken  a position  that upon  the expiration of warrants
which were  not exercised, the issuer of the warrants should
realize taxable  income in  the year  of  expiration  in  an
amount equal  to the consideration received upon issuance of
such warrants.   If  this position  should  prevail  in  the
courts, the  Company may  become liable  for federal  income
taxes on  the amount  of the proceeds realized from the sale
of the Redeemable Warrants which expire unexercised.

                           18

     20.  Possible loss of Facilities.  LTI's operations are
located in  a minimum security prison facility under a lease
agreement with  Wackenhut Corrections Corporation, The Texas
Department of  Criminal Justice,  Division  of  Pardons  and
Paroles  and   the  City   of  Lockhart,   Texas,  to  lease
approximately 27,800 square feet of manufacturing and office
space under  an operating lease through January 31, 1997 and
provides for  an automatic  three year  extension.   LTI has
been notified by Wackenhut that they wish to renegotiate the
terms  of   the  second   renewal  option   period.    These
negotiations will  take place  within the  next thirty days.
The Company  does not  anticipate  that  the  terms  of  the
contract will  change materially.   However,  if the company
were not  able to renegotiate reasonable terms or was forced
to vacate  the current  premises, this would have a material
adverse impact on the Company.

FOR ALL  OF THE  AFORESAID REASONS,  AND  OTHERS  SET  FORTH
HEREIN,  THE  PURCHASE  OF  THE  SECURITIES  OFFERED  HEREBY
INVOLVE A  HIGH DEGREE  OF RISK.   ANY PERSON CONSIDERING AN
INVESTMENT IN  THE SECURITIES OFFERED HEREBY SHOULD BE AWARE
OF THESE  AND OTHER  FACTORS SET  FORTH IN  THIS PROSPECTUS.
THE SECURITIES  SHOULD BE  PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO  ABSORB A  TOTAL LOSS  OF THEIR  INVESTMENT IN THE
COMPANY AND HAVE NO NEED FOR A RETURN ON THEIR INVESTMENT.

PLAN OF DISTRIBUTION

     Upon the exercise of any of the Options, sale of shares
may be effected from time to time in transactions (which may
include block  transactions) in  OTCBB, in  over-the-counter
market, in  negotiated transactions,  through the writing of
options on  the Common  Shares, or  a  combination  of  such
methods of  sale, at  fixed prices  which may be charged, at
market  prices  prevailing  at  the  time  of  sale,  or  at
negotiated prices.   Sales may be effected by selling Common
Shares   directly   to   purchasers   or   to   or   through
broker/dealers which  may act as agents or principals.  Such
broker/dealers may  receive  compensation  in  the  form  of
discounts, concessions,  or  commissions  from  the  sellers
and/or  the  purchasers  of  Common  Shares  for  whom  such
broker/dealers may  act as  agents or  to whom  they sell as
principal, or  both.  Sellers and any broker/dealer that act
in connection with the sale of Common Shares might be deemed
to be  "underwriters" within the meaning of Section 2(11) of
the Act of any commission received by them and any profit on
the resale of the Common Shares as principal might be deemed
to be underwriting discounts and commissions under the Act.

     Sellers of  the Common Stock may agree to indemnify any
agent,  dealer   or  broker/dealer   that  participates   in
transactions  involving   sales  of  Common  Shares  against
certain liabilities, including liabilities arising under the
Act.   The Company  will  indemnify  certain  other  persons

                           19

against certain  liabilities in connection with the offering
of the  Common Shares,  including liabilities  arising under
the Act.

                           20

COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

     Under  Delaware   Corporation  Act  and  the  Company's
Articles  of   Incorporation,  as   amended,  the  Company's
Officers and  Directors may  be indemnified  against certain
liabilities which  they may  incur in  their  capacities  as
such.

     Section 145  of the General Corporation Law of Delaware
provides as follows:

     (a)   A corporation may 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
(other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer,
employee or  agent of  the corporation, or is or was serving
at the  request of  the corporation  as a director, officer,
employee or agent of another corporation, partnership, joint
venture,  trust   or  other   enterprise,  against  expenses
(including attorneys'  fees), judgments,  fines and  amounts
paid in  settlement actually  and reasonably incurred by him
in connection  with such  action, suit  or proceeding  if he
acted in  good faith  and in a manner he 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 conduct
was unlawful.   The  termination  of  any  action,  suit  or
proceeding by  judgment, order,  settlement, conviction,  or
upon a plea of nolo contendere or its equivalent, shall not,
of itself,  create a presumption that the person did not act
in good  faith and  in a manner which he 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  reasonable  cause  to  believe  that  this
conduct was unlawful.

     (b) A  corporation may  indemnify any person who was or
is a  party or  is  threatened  to  be  made  party  to  any
threatened, pending or completed action or suit by or in the
right of  the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or  agent of  the corporation, or is or was serving
at the  request of  the corporation  as a director, officer,
employee or agent of another corporation, partnership, joint
venture,  trust   or  other   enterprise  against   expenses
(including attorney's fees) actually and reasonably incurred
by him  in connection with the defense or settlement of such
action or  suit if he acted in good faith and in a manner he
reasonably believed  to be  in or  not opposed  to the  best
interests  of   the   corporation   and   except   that   no
indemnification shall be made in respect of any claim, issue

                           21

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 or  suit was brought shall determine upon application
that, despite  the adjudication  of liability but in lieu of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or
agent of  a corporation has been successful on the merits or
otherwise in  defense of  any  action,  suit  or  proceeding
referred to  in subsections  (a) and (b) of this section, or
in defense  of any  claim, issue or matter therein, he shall
be indemnified  against expenses (including attorney's fees)
actually  and  reasonably  incurred  by  him  in  connection
therewith.

     (d)   Any indemnification  under subsection (a) and (b)
of this section (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a  determination   that  indemnification  of  the  director,
officer, employee  or agent  is proper  in the circumstances
because he  has met  the applicable  standard of conduct set
forth in  subsections (a)  and (b)  of this  section.   Such
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties  to such  action, suit  or proceeding, or (2) if
such a  quorum is  not obtainable,  or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal  counsel   in  a   written  opinion;  or  (3)  by  the
stockholders.

     (e)   Expenses incurred  by an  officer or  director in
defending a civil or criminal action, suit or proceeding may
be  paid   by  the  corporation  in  advance  of  the  final
disposition of  such action, suit or proceeding upon receipt
of an  undertaking by  or on  behalf  of  such  director  or
officer to  repay such  amount if  it  shall  ultimately  be
determined that  he is not entitled to be indemnified by the
corporation as  authorized in  this section.   Such expenses
incurred by  other employees  and agents may be so paid upon
such terms and conditions, if any, as the board of directors
deems appropriate.

     (f)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to, the other subsections
of this  section shall  not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote
of stockholders  or disinterested  directors  or  otherwise,
both as  to action in his official capacity and as to action
in another capacity while holding such office.

                           22

     (g)   A corporation  shall have  power to  purchase and
maintain insurance  on behalf  of any person who is or was a
director, officer,  employee or agent of the corporation, or
is or  was serving  at the  request of  the corporation as a
director, officer, employee or agent of another corporation,
partnership,  joint   venture,  trust  or  other  enterprise
against any  liability asserted  against him and incurred by
him in  any such  capacity, or  arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section.

     (h)   For purposes  of this  section, references to the
"corporation" shall  include, in  addition to  the resulting
corporation,  any  constituent  corporation  (including  any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had  power and  authority to  indemnify its  directors,
officers, and employees or agents, so that any person who is
or was  a director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request
of such  constituent corporation  as  a  director,  officer,
employee or agent of another corporation, partnership, joint
venture, trust  or other enterprise, shall stand in the same
position under this section with respect to the resulting or
surviving corporation  as he would have with respect to such
constituent  corporation   if  its  separate  existence  had
continued.

     (i)  For purposes of this section, references to "other
enterprises"   shall   include   employee   benefit   plans;
references  to   "fines"  shall  include  any  excise  taxes
assessed on  a person  with respect  to any employee benefit
plan; and  references to  "serving at  the  request  of  the
corporation"  shall  include  any  service  as  a  director,
officer, employee, or agent of the corporation which imposes
duties on,  or involves services by, such director, officer,
employee or  agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in
good faith  and in  a manner he reasonably believed to be in
the interest  of the  participants and  beneficiaries of  an
employee benefit  plan shall  be deemed  to have  acted in a
manner "not opposed to the best interest of the corporation"
as referred to in this section.

     (j)   The indemnification  and advancement  of expenses
provided by,  or granted  pursuant to,  this section  shall,
unless  otherwise  provided  when  authorized  or  ratified,
continue as  to a  person who  has ceased  to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     The Company's  Articles  of  Incorporation  and  Bylaws
provide:

                           23

Article IV of the Bylaws

Section 1.  Right to Indemnification

     Each person who was or is made a party or is threatened
to be  made a  party to  or is  involved (including, without
limitation, as  a  witness)  in  any  actual  or  threatened
action,  suit   or  proceeding,   whether  civil,  criminal,
administrative or  investigative, by reason of the fact that
he or she is or was a director or officer 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  of   a  partnership,   joint  venture,  trust  or  other
enterprise,  including  service  with  respect  to  employee
benefit plans,  whether the  basis  of  such  proceeding  is
alleged action  in  an  official  capacity  as  a  director,
officer, employee  or agent  or in  any other capacity while
serving as  a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the full
extent authorized  by the  Delaware General Corporation Law,
as the  same exists or may hereafter be amended (but, in the
case of  any such  amendment, only  to the  extent that such
amendment  permits   the  corporation   to  provide  broader
indemnification  rights   than  said   law   permitted   the
corporation to provide prior to such amendment), or by other
applicable law  as then  in  effect,  against  all  expense,
liability and  loss (including  attorney's  fees  judgments,
fines, ERISA,  excise taxes  or penalties  and amounts to be
paid in  settlement) actually  and  reasonably  incurred  or
suffered by  such person  in connection  therewith and  such
indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure
to  the   benefit  of   his  or  her  heirs,  executors  and
administrators; provided,  however, that  except as provided
in Section  2 of  this Article  with respect  to proceedings
seeking  to   enforce   rights   to   indemnification,   the
corporation  shall   indemnify  any   such  person   seeking
indemnification in  connection with  a proceeding  (or  part
thereof) initiated  by such  person only  if such proceeding
(or part  thereof) was  authorized by the Board of Directors
of the  corporation.  The right to indemnification conferred
in this  Section 1  shall be  a  contract  right  and  shall
include the right to be paid by the corporation the expenses
incurred in  defending any such proceeding in advance of its
final disposition;  provided, however, that, if the Delaware
General  Corporation  Law  requires,  the  payment  of  such
expenses incurred  by a  director or  officer in  his or her
capacity as  a director  or officer  (and not  in any  other
capacity in  which service was or is rendered by such person
while a  director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery
to the  corporation of  an undertaking,  by or  on behalf of
such director  or officer,  to repay all amounts so advanced

                           24

if it  shall ultimately  be determined that such director or
officer is not entitled to be indemnified under this Section
1 or otherwise.

Section 2.  Right of Claimant to Bring Suit.

     If a  claim under Section 1 of this Article is not paid
in full by the corporation within sixty days after a written
claim has  been received  by the  corporation, except in the
case of  a  claim  for  expenses  incurred  in  defending  a
proceeding in  advance of  its final  disposition, in  which
case  the  applicable  period  shall  be  twenty  days,  the
claimant may  at any  time thereafter bring suit against the
corporation to  recover the  unpaid amount of the claim and,
to the  extent successful  in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting
such claim.  It shall be a defense to any such action (other
than an  action brought  to enforce  a  claim  for  expenses
incurred in defending any proceeding in advance of its final
disposition  where  the  required  undertaking,  if  any  is
required, has  been tendered  to the  corporation) that  the
claimant has  not met the standards of conduct which make it
permissible under  the Delaware  General Corporation  Law of
the corporation  to indemnify  the claimant  for the  amount
claimed, but  the burden of proving such defense shall be on
the corporation.   Neither  the failure  of the  corporation
(including its Board of Directors, independent legal counsel
or its  stockholders) to  have made a determination prior to
the commencement  of such action that indemnification of the
claimant is  proper in  the circumstances  because he or she
has met  the applicable  stand of  conduct set  forth in the
Delaware General Corporation Law nor an actual determination
by  the  corporation  (including  its  Board  of  Directors,
independent legal  counsel, or  its stockholders)  that  the
claimant has  not met  such applicable  standard of  conduct
shall be  a defense  to the  action or  create a presumption
that the  claimant has  not met  the applicable  standard of
conduct.

Section 3.  Nonexclusivity of Rights.

     The  right   to  indemnification  and  the  payment  of
expenses incurred  in defending  a proceeding  in advance of
its final disposition conferred in this Section shall not be
exclusive of  any other  right which  any person may have or
hereafter  acquire   under  any  statue,  provision  of  the
Certificate of  Incorporation, Bylaws,  agreement,  vote  of
stockholders or disinterested directors or otherwise.

                           25

Section 4.  Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense,
to protect  itself and  any director,  officer, employee  or
agent   of   the   corporation   or   another   corporation,
partnership,  joint   venture,  trust  or  other  enterprise
against any  expense, liability  or loss, whether or not the
corporation would  have the  power to  indemnify such person
against such  expense, liability  or loss under the Delaware
General Corporation  Law.   The corporation  may enter  into
contracts with  any director  or officer  of the corporation
furtherance of the provisions of this Section and may create
a trust  fund, grant  a security interest or use other means
(including, without  limitation,  a  letter  of  credit)  to
ensure the  payment of  such amounts  as may be necessary to
effect indemnification as provided in this Section.

Section 5.   Indemnification  of Employees and Agents of the
Corporation.

     The  corporation   may,  by  action  of  its  Board  of
Directors from time to time, provide indemnification and pay
expenses in advance of the final disposition of a proceeding
to employees  and agents  of the  corporation with  the same
scope and  effect as  the provisions  of this  Section  with
respect to  the indemnification  and advancement of expenses
of directors and officers of the corporation.

Article 11 of the Articles of Incorporation

     To  the   full  extent   that  the   Delaware   General
Corporation Law,  as it  exists on  the date  hereof or  may
hereafter be  amended, permits the limitation or elimination
of the liability of directors, a director of the corporation
shall not  be liable  to the corporation or its stockholders
for monetary  damages for  breach of  fiduciary  duty  as  a
director.   Any amendment  to or  repeal of  this Article 11
shall not  adversely affect  any right  or protection  of  a
director of  the corporation for or with respect to any acts
or  omission  of  such  director  occurring  prior  to  such
amendment or repeal.

                           26

Position of the Commission

     Insofar  as  indemnification  for  liabilities  arising
under the  Act may  be  permitted  Officers,  Directors  and
controlling persons  of the Company pursuant to the forgoing
provisions or  otherwise, the  Company has been advised that
in the  opinion of  the Securities  and Exchange Commission,
such indemnification  is against  public policy as expressed
in the  Securities Act of 1933, as amended (the "1933 Act)")
and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by  the Company  of expenses  incurred or  paid by a
Officer, Director  or controlling  person of  the Company in
the successful defense of any action, suit or proceeding) is
asserted by  such Officer, Director or controlling person in
connection with the securities being registered, the Company
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   1933  Act  and  will  be  governed  by  the  final
adjudication of such issue.

OPINION OF COUNSEL

     The validity  of the  Common Shares  offered hereby has
been passed upon for the Company by Jack D. Bryant, Attorney
at Law, 7404 Napier Trail, Austin, Texas 78729.

EXPERTS

     The consolidated  financial  statements  and  financial
statements schedules  of  U.  S.  Technologies  Inc.  as  of
December 31,  1995 and  1994 and for each of the three years
in the  period ended  December 31, 1995 incorporated in this
Prospectus by  reference to  the Annual Report on Form 10-K,
have been  so incorporated  in reliance  on  the  report  of
Brown, Graham & Company, P.C. independent accountants, given
on the  authority of  that firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

     The   Company   is   subject   to   the   informational
requirements of  the Securities  Exchange Act of 1934 and in
accordance therewith  files reports,  proxy  statements  and
other  information   with  the   Securities   and   Exchange
Commission (the  "Commission").   Information concerning the
Company can  be inspected  and copied  at the offices of the
Commission, 450  Fifth Street, N.W., Washington D.C., 20549.
Copies of  such material  can be  obtained from  the  Public

                           27

Reference Section  of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington D.C., 20549, at prescribed rates.

     NO PERSON  IS AUTHORIZED  TO GIVE ANY INFORMATION OR TO
MAKE ANY  REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED BY  REFERENCE IN  THIS PROSPECTUS AND, IF GIVEN
OR MADE,  SUCH INFORMATION  OR REPRESENTATION  MUST  NOT  BE
RELIED UPON AS HAVING BEEN AUTHORIZED.  THIS PROSPECTUS DOES
NOT CONSTITUTE  AN OFFER  TO SELL  OR A  SOLICITATION OF  AN
OFFER TO  BUY ANY  SECURITIES OTHER  THAN THE  COMMON SHARES
OFFERED BY  THIS  PROSPECTUS.    THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY  COMMON SHARES  IN ANY  CIRCUMSTANCES IN  WHICH SUCH
OFFER OR  SOLICITATION IS UNLAWFUL.  NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN  THE AFFAIRS  OF THE COMPANY SINCE THE DATE HEREOF
OR THAT  THE INFORMATION  CONTAINED BY  REFERENCE HEREIN  IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                           28

                          PART II.

    Information Required in the Registration Statement.

Item 3.   Incorporation of documents by reference.

          Included in Prospectus.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interest of Named Experts and Counsel.

          Included in Prospectus.

Item 6.   Indemnification of Directors and Officers.

          Included in Prospectus.

Item 7.   Exemption from Registration.

          Not applicable.

Item 8.   Exhibits

          (a)  Exhibits

          Exhibit No.    Document.

          5 *  Opinion of Jack D. Bryant, 7404 Napier Trail,
               Austin, Texas 78729, regarding the legality
               of the securities registered under this
               Registration Statement.
          
          10.1 *    1996 Stock Option Plan.
          
          24.1 *    Consent of counsel for the Company (set
               forth in the opinion of counsel included as
               Exhibit 5).

          24.2 *    Consent of Brown, Graham & Company P.C.,
               independent public accountants for the
               Company.
          
*    Filed herewith.

                           29

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     1.    to  file, during  any period  in which  offers or
sales are  being made,  a post-effective  amendment to  this
Registration Statement  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;

     2.   that, for the purpose of determining any liability
under the  Securities Act  of 1933, 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,

     3.    to  remove from  registration by means of a post-
effective amendment  any of  the securities being registered
which remain unsold at the termination of the offering.

     The undersigned  registrant hereby undertakes that, for
the  purposes   of  determining   any  liability  under  the
Securities Act  of 1933,  each filing  of  the  Registrant's
annual report  pursuant to Section 13(a) or Section 15(d) of
the Securities  Exchange Act of 1934 that is incorporated by
reference in  the 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.

                           30

                  U. S. TECHNOLOGIES INC.
                          FORM S-8
                       EXHIBIT INDEX

Exhibit
  No.     Description                            Page

 1.1      Articles of Incorporation of the Company

 1.2      Bylaws of the Company

 5 *      Opinion of Jack D. Bryant, 7404 Napier Trail,
          Austin, Texas 78729, regarding the legality of
          the securities registered under this Registration
          Statement.                              22

10.1 *    Nonqualifying Stock Option Plan         23

24.1 *    Consent of counsel for the Company (set forth     
30
          in the opinion of counsel included as Exhibit 5
          to this Registration Statement)

24.2 *    Consent of Brown, Graham & Company P.C., Certified
Public    31
          Accountants for the Company.

*    Filed herewith.

     Exhibits 1.1 and 1.2 were filed as exhibits to the
Company Registration Statement on Form S-1, SEC File No. 33-
47835 and SEC File No. 33-11720.  Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32.:

                           31

                                             EXHIBIT 5

November 12, 1996

U. S. Technologies Inc.
1402 Industrial Blvd.
Lockhart, Texas 78644

                         RE:  Registration Statement on
                              Form S-8 (S.E.C. File No.
                              33-_____________)
                              Covering Public Offering
                              of Common Shares of U. S.
                              Technologies, Inc.

Gentlemen:

     I have acted as counsel for U. S. Technologies Inc., a
Delaware corporation (the "Company"), in connection with the
registration by the Company of an aggregate of 600,000
Common Shares, par value $0.02 per share, underlying options
issuable to any employee, director, general partner,
officer, or consultant or advisor of the Company (the
"Options"), all as more fully set forth in the Registration
Statement on Form S-8 to be filed by the Company.

     In such capacity, I have examined, among other
documents, the Articles of Incorporation, as amended, Bylaws
and minutes of meetings of its Board of Directors and
shareholders, and the
1996 Qualifying Stock Option Plan of the Company.

     Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am
of the opinion that:

     1.   The Company is a corporation duly organized and
          validly existing under the laws of the State of
          Delaware.
          
     2.   The Options and underlying Common Shares have been
          legally and validly authorized under the Articles
          of Incorporation, as amended, of the Company, and
          when issued and paid for upon exercise of the
          Options, the Common Shares underlying the Options
          will constitute duly and validly issued and
          outstanding, fully paid and nonassessable Common
          Shares of the Company.

                           32

          

Yours truly,

Jack D. Bryant

                           33

                                                  EXHIBIT 10.1
                               
                     U. S. TECHNOLOGY INC
                               
                    1996 STOCK OPTION PLAN
                               
                               
                          ARTICLE I
                               
                           PURPOSE

     U.  S.   TECHNOLOGY  INC   (the  "Company"),  is  largely
dependent for  the successful  conduct of  its business on the
initiative, effort and judgment of its officers and employees.
This Stock Option Plan (the "Plan") is intended to provide the
key employees  of  the  Company  an  incentive  through  stock
ownership in  the Company  and encourage them to remain in the
Company's employ.  Moreover, since the Incentive Stock Options
and Non-Qualified  Stock Options  provided for in the Plan are
subject to  various alternative  provisions  of  the  Internal
Revenue Code  of 1986,  as amended (the "Code"), the Committee
(as hereinafter  defined) will  have considerable  latitude in
shaping options  granted under  the  Plan  to  the  particular
circumstances of  the  optionee,  thus  recognizing  the  full
incentive value of the option.

                          ARTICLE II
                               
                        ADMINISTRATION

     The Plan  shall be administered by the Board of Directors
(the "Board")  of the Company or the Board, at its option, may
delegate the  administration of the Plan to a committee of the
Board  (the   Board  and   the   Committee   are   hereinafter
collectively or  alternatively referred to as the "Committee")
subject to  the provisions of this Article II.  All members of
the Committee  shall be  Directors of the Company and shall be
selected by (and serve at the pleasure of) the Board.  Subject
to the  express provisions  of the  Plan, the  Committee shall
have plenary   authority,  in its  discretion, to recommend to
the Board  the individuals  within  the  class  set  forth  in
Article IV to whom, and the time and price per share at which,
options shall  be granted,  and the  number of  shares  to  be
subject to  each option.   In  making such  determination, the
Committee may  take into  account the  nature of  the services
rendered  by  the  respective  employees,  their  present  and
potential contributions  to the  Company's  success  and  such
other factors  as the  Committee in  its discretion shall deem
relevant.   Subject to the express provisions of the Plan, the
Committee shall  also have  plenary authority to interpret the
Plan, to  prescribe, amend  and rescind  rules and regulations
regulating it,  to  recommend  to  the  Board  the  terms  and
provisions of  the  respective  options  (which  need  not  be
identical) and  to make  all other determinations necessary or

                              2

advisable for the administration of the Plan.  The Committee's
determination on  the matters  referred to  in this Article II
shall be final, conclusive and binding upon all optionees.
                               
                         ARTICLE III
                               
             AMOUNT OF STOCK AND DURATION OF PLAN

     The aggregate  amount (subject  to adjustment as provided
in Article  VIII) of  stock which may be purchased pursuant to
options granted under this Plan shall be 600,000 shares of the
Company's Common  Stock.  Any option granted hereunder must be
granted within  ten (10)  years from  the date  of approval of
adoption of  the Plan  by the  Board or the date on which this
Plan is  approved by  the Company's shareholders, whichever is
earlier.  Shares subject to options under the Plan may, in the
sole  discretion  of  the  Board,  be  either  authorized  and
unissued shares  or issued  shares which have been acquired by
the Company  and are being held in its treasury.  When options
have been  granted under  the Plan and have lapsed unexercised
or  partially  unexercised,  the  shares  which  were  subject
thereto may be reoptioned under the Plan.

                          ARTICLE IV
                               
                ELIGIBILITY AND PARTICIPATION
                               
     All officers  and  employees  of  the  Company  shall  be
eligible to receive Stock Options under the Plan.

                          ARTICLE V
                               
               TERMS AND CONDITIONS OF OPTIONS

     Each option  granted under the Plan shall be evidenced by
a Stock  Option Agreement (the "Agreement"), the form of which
shall have  been approved  by the Committee and Counsel to the
Company.   The Agreement  shall be executed by the Company and
the optionee  and shall  set forth the terms and conditions of
the option,  which terms and conditions shall include, but not
by way of limitation, the following:

     1.   Option Price.   The option price shall be determined
by the  Committee, but shall not in any event be less than the
greater of  the (i) par value of the Company's Common Stock or
(ii) the  fair market value of the Company's Stock on the date
that the option is granted.

     2.   Term of  Option.   The term  of the  option shall be
selected by  the Committee,  but in  no event  shall such term
exceed ten (10) years.

     3.  Transferability.  Options granted hereunder shall not
be transferable  otherwise than  by will  or operation  of the

                              3

laws of  descent and distribution.  During the lifetime of the
optionee, options  granted hereunder  shall be executable only
by the optionee.

     4.   Termination of  Employment.   In  the  event  of  an
optionee's termination  of employment with the Company for any
reason other  than death,  all options granted hereunder shall
thereupon terminate.   The  Committee may,  in its discretion,
direct that  certain Agreements  contain provision  permitting
exercise of  an option  after an  optionee's retirement.  Upon
the termination  of an  optionee's employment by reason of his
death, such optionee's option(s) shall terminate to the extent
it was not executable at the date of his death.  To the extent
such options  were then executable by the optionee, optionee's
estate or  the beneficiaries  thereof  shall  be  entitled  to
exercise such  options for  a period  of three (3) months from
the date  of his  death, (unless  the option(s)  should sooner
terminate according to its own provisions) but not thereafter.
Notwithstanding the  other provisions  of this subparagraph 4,
no option shall be exercised more than ten (10) years from the
date upon which it is granted.

     5.   Other Conditions.    At  its  sole  discretion,  the
Committee may impose other conditions upon the options granted
hereunder, including, but not by way of limitation, percentage
limitations upon the exercise of options granted hereunder.

     If the  Plan and  the shares of Common Stock reserved for
options  hereunder   have  not   been  registered   under  the
Securities Act  of 1933, as amended (the "Act"), the Committee
shall satisfy  itself that  the  exemption  from  registration
afforded by Section 4(2) of the Act will be available.

                              4

                          ARTICLE VI
                               
                   INCENTIVE STOCK OPTIONS

     The Committee and the Board, in recommending and granting
stock  options   hereunder,  shall   have  the  discretion  to
determine  that  certain  options  shall  be  Incentive  Stock
Options, as  defined in  Section 422A  of  the  Code  and  the
regulations thereunder,  while other  options  shall  be  Non-
Qualified  Stock   Options.     Neither  the  members  of  the
Committee, the  members of  the Board nor the Company shall be
under any  obligation or  incur any liability to any person by
reason of  the determination  by the  Committee or  the  Board
whether an option granted under the Plan shall be an Incentive
Stock Option  or a Non-Qualified Stock Option.  The provisions
of this  Article VI shall be applicable to all Incentive Stock
Options at any time granted or outstanding under the Plan.

     All Incentive  Stock Options granted or outstanding under
the  Plan  shall  be  granted  and  held  subject  to  and  in
compliance with  the terms  and  conditions  specifically  set
forth in  Articles II, III, IV, and V hereof and, in addition,
subject to  and in compliance with the following further terms
and conditions:

     1.  The option price of all Incentive Stock Options shall
not be less than one hundred percent (100%) of the fair market
value of  the Company's Common Stock at the time the option is
granted (notwithstanding  any provision of Article V hereof to
the contrary);

     2.   No Incentive  Stock Option  shall be  granted to any
person who,  at the  time of  the grant, owns stock possessing
more than ten percent (10%) of the total combined voting power
of the  Company.   Such ownership limitation will be waived if
(i) the  option price  is at  least one  hundred  ten  percent
(110%) of  the fair market value of the Company's Common Stock
at the  time the option is granted; and (ii) the option by its
terms must not be executable more than five (5) years from the
date it is granted; and,

     3.   The aggregate  fair market  value of  all shares  of
Common Stock  (determined at  the time  of the  grant  of  the
option) executable  for the  first time  by an employee during
any calendar year shall not exceed $100,000.

                         ARTICLE VII
                               
                     EXERCISE OF OPTIONS

     Options  granted  hereunder  may  be  exercised  only  by
tendering  to   the  Company   written  notice   of   exercise
accompanied by  the aggregate  purchase price  for the  shares
with respect  to which  the option  is being  exercised.    No

                              5

option shall  be executable  unless the shares issuable on the
exercise thereof  have been  registered under  the Act, or the
Company shall  have first  received the opinion of its counsel
that registration  under the Act is not required in connection
with such  issuance.   At the  time of exercise, if the shares
with respect  to which the option is being  exercised have not
been registered  under the  Act, the  Company may  require the
optionee  to  give  the  Company  whatever  written  assurance
counsel for  the Company may require that the shares are being
acquired  for   investment  and   not  with   a  view  to  the
distribution thereof, and that the shares will not be disposed
of  without   the  written   opinion  of   such  counsel  that
registration  under   the  Act   is  not   required.     Share
certificates issued  to the  optionee  upon  exercise  of  the
option shall  bear a  legend to  the foregoing  effect to  the
extent counsel  for the  Company  deems  it  advisable.    The
purchase price  of shares  of  Common  Stock  of  the  Company
acquired upon  the exercise  of any Non-Qualified Stock Option
or Incentive  Stock Option  granted under the Plan may be paid
by an optionee by the payment of cash, or by the assignment to
the  Company   of  shares   of  the   Company's  Common  Stock
theretofore owned by the optionee having a value equal to such
option price,  or by any combination thereof.  For purposes of
the Plan,  shares of  Common Stock  shall be  deemed to have a
value equal  to the  closing bid  price for  a share  for  the
trading day upon which such value is being determined.

                         ARTICLE VIII
                               
                         ADJUSTMENTS

     Subject to any required action by the Company's Directors
and shareholders,  the number  of shares  provided for in each
outstanding option  and the  price per  share thereof, and the
number  of   shares  provided   for  in  the  Plan,  shall  be
proportionately adjusted  for any  increase or decrease in the
number  of   issued  shares  of  the  Company's  Common  Stock
resulting from a subdivision or consolidation of shares or the
payment of  a stock dividend (but only on the Common Stock) or
any other  increase or  decrease in  the number of such shares
effected without  receipt of  consideration  by  the  Company.
Subject to  any required action by the Company's Directors and
shareholders,  if   the  Company   shall  be   the   surviving
corporation in  any merger  or consolidation, each outstanding
option shall pertain to and apply to the securities to which a
holder of  the number  of shares of the Company's Common Stock
subject to  the option would have been entitled.  In the event
(hereinafter collectively  referred to as an "Event of Sale or
Liquidation") of:   (a)  a dissolution  or liquidation  of the
Company; (b) a merger or consolidation in which the Company is
not  the   surviving  corporation;   (c)  a  sale  of  all  or
substantially all  of the assets of the Company; or (d) a sale
of all or substantially all of the outstanding Common Stock of
the Company  to on  purchaser, then  each  outstanding  option

                              6

shall terminate,  provided, however,  that in such event, each
optionee shall  have the  right immediately prior to any Event
of Sale  of Liquidation to exercise his option with respect to
the full  number of  shares covered thereby, without regard to
any installment provision contained in this Agreement.  In the
event of  a change  in the  Company's Common  Stock  which  is
limited to  a change of all of its  authorized shares with par
value into  the same  number of  shares with  a different  par
value or without par value, the shares resulting from any such
change shall  be deemed  to be Common Stock within the meaning
of the  Plan.   The aforesaid  adjustment shall be made by the
Committee whose  determination in that respect shall be final,
binding and  conclusive.   Except  as  hereinbefore  expressly
provided in  this Article  VIII, the  optionee shall  have  no
rights by  reason of subdivision or consolidation of shares of
stock of  any class  or payment  of any  stock dividend or any
other   increase or  decrease in  the number  of shares of any
class or  by reason  of any  Event of  Sale or Liquidation, or
spin-off of  assets or  stock of  another corporation; and any
issue by  the Company  of shares  of stock  of any  class,  or
securities convertible  into shares  of stock  of  any  class,
shall not  affect and no adjustment by reason thereof shall be
made with  respect to  the number  or price  of shares  of the
Company's Common Stock subject to any option.  The grant of an
option pursuant  to the  Plan shall  not affect in any way the
right  or   power  of   the  Company   to  make   adjustments,
reclassifications, reorganizations  or changes  of its capital
or business  structure or  to merge  or to  consolidate or  to
dissolve or  liquidate or  sell or transfer all or any part of
its business or assets.

                          ARTICLE IX
                               
                 AMENDMENT OR DISCONTINUANCE

     The Board may at any time amend, rescind or terminate the
Plan, as  it shall  deem advisable, provided, however, that no
change may  be made  in options  theretofore granted under the
Plan (without  the consent  of  the  optionees)  which  should
impair the  optionee's rights.   Provided,  however,  that  no
amendment to  the Plan will be effective unless and until such
amendment has  been approved  by the  holders of a majority of
the Company's   outstanding  voting stock  (voting as a single
class) present, or represented, and entitled to vote at a duly
constituted meeting of such shareholders.

                              7

                          ARTICLE X
                               
                     SHAREHOLDER APPROVAL

     The Plan  shall be  effective (the "Effective Date") when
it has  received the  approval of  a majority  of the Board of
Directors.   However, the  Plan and  all options granted under
the Plan  shall be  void if  the Plan  is not  approved by the
holders of  a majority  of the outstanding voting stock of the
Company (voting  as a  single class) within twelve (12) months
of the Effective Date.

                              U. S. TECHNOLOGY INC

                              BY:                           
                                   William Meehan, President

ATTEST:

____________________________
Secretary

                              8

               INCENTIVE STOCK OPTION AGREEMENT

     THIS AGREEMENT is made and entered into by and between U.
S.  TECHNOLOGY  INC.  (the  "Company")  and  _________________
("_________").

     WHEREAS,  ________________  is  a  valuable  and  trusted
employee  of   the  Company  and  the  Company  considered  it
desirable  and   in  the   Company's   best   interests   that
________________________________ be  given  an  inducement  to
acquire a  propriety interest  in the  Company  and  an  added
incentive  to   advance  the   interests  of  the  Company  by
possessing an  option to  purchase stock  of  the  Company  in
accordance with  the Incentive  Stock Option Plan (the "Plan")
adopted by the Board of Directors (the "Board") of the Company
on _____________________, 19 _____.

     NOW THEREFORE,  in consideration  of the  promises, it is
agreed by and between the parties as follows:

     1.   Grant of  Option.   The  Company  hereby  grants  to
____________ the  right, privilege,  and  option  to  purchase
_____________________ shares  of the Company's Common Stock at
the purchase  price of  $______ per  share, in  the manner and
subject to  the conditions hereinafter provided and Article VI
of the "Stock Option Plan."

     2.   Time of  Exercise of  Options.  The aforesaid option
may, until the termination thereof as provided in paragraph 4,
be exercised  in any  increments, subject  to Article VI(1) of
the "Stock Option Plan."

     Provided  that  for  this  purpose  any  such  previously
granted option  not having  been exercised  in full  shall  be
deemed to  remain outstanding  until  the  expiration  of  the
period during  which under its initial term it could have been
exercised.

     3.   Method of Exercise.  The option shall be exercise by
written notice  (the "Notice")  from ______________________ to
the Executive  Committee (the  "Committee") of the Board.  The
Notice shall  specify the  number of shares of stock for which
the  option  is  being  exercised  and  by  accompanied  by  a
cashier's check  for payment  in full  of the option price for
the number  of shares  specified.   The option shall be deemed
exercised as  of the  time the  Notice is actually received by
the Company.   The  Company shall  make immediate  delivery of
such shares,  provided that  if any law or regulation required
the Company  to take  any action  with respect  to the  shares
specified in such Notice before the issuance thereof, then the
date of  delivery of  such shares  shall be  extended for  the
period necessary to take such action.

                              9

     4.  Termination of Option.  Except as otherwise provided,
the option  to the  extent nor already exercised or expired by
its own  terms shall  terminate upon the first to occur of the
of the following dates:

     (a)     Ninety  days   following  the   date   on   which
_____________________, employment  (or position  as an officer
or director)  by the  Company is  terminated  except  if  such
termination is  caused by  reason of  death or  permanent  and
total disability.

     (b)   The expiration of twelve (12) months after the date
on which  __________________' employment  (or position  as  an
officer or  director) by  the Company  is terminated,  if such
termination   is   caused   by   ______________'s   death   or
_____________________'s permanent and total disability.

     (c)  Midnight _____________, 199____.

     5.   Adjustments.   Subject to any required action by the
Company's Directors  and shareholders,  the number  of  shares
provided for  in this  option, and the price thereof, shall be
adjusted proportionately upward or downward in accordance with
the provisions of Article VII of the Plan.

     6.   Rights prior  to Exercise of Option.  This option is
nontransferable by ____________________ otherwise than by will
or the  laws of  descent and  distribution, and  is executable
during     _____________________'     lifetime     only     by
______________________.  ___________ shall have no rights as a
stockholder with respect to the option shares until payment of
the option price and delivery to them of such shares as herein
provided.

     7.   Restriction of  Disposition.  All shares acquired by
______________________ pursuant to this Incentive Stock Option
Agreement may  be subject  to restriction on sale, encumbrance
and other dispositions pursuant to state or federal law.

     8.  Notices.  The addresses to which all notices required
to be given hereunder shall be sent are, if to the Company:
                    
                    U.S. Technologies Inc.
                    P.O. Box 697
                    1402 Industrial Blvd.
                    Lockhart, Texas   78644

and if to ____________________:

                              10

Either party  may change  his address by giving written notice
to the  other party  at the  indicated address.   All  notices
given  hereunder   shall  be  deemed  received  when  actually
delivered to the indicated address.

     9.   Stock Option Plan.  This Agreement is subject to and
incorporated by  reference to all the terms and conditions set
forth in  the Plan.  In the event of any  conflict between the
terms of this Agreement and the Plan, the terms and conditions
of the Plan shall control.

     10.   Binding Effect.   This Agreement shall inure to the
benefit of  and be  binding upon  the parties hereto and their
respective heirs,  executors, administrators,  successors  and
assigns.

     IN WITNESS  WHEREOF, the  parties hereto have caused this
Agreement to be executed as of ___________, 199__.
                              
                              U. S. TECHNOLOGY INC.
                              
                              
                              
                              BY:                           
                                   William Meehan, President
ATTEST:
(Seal)

_________________________
Secretary

                              11

                                                       EXHIBIT
24.1

                       CONSENT OF COUNSEL

I HEREBY  CONSENT to  the inclusion  of my name and references to
Jack D.  Bryant, Attorney at Law, beneath the caption "Opinion of
Counsel" in  the Prospectus  forming a  part of  the Registration
Statement and  to the  filing of a copy of our opinion as Exhibit
No. 5 thereto.

Dated this 11th day of November, 1996.

Yours truly,

Jack D. Bryant

                                30

                                                  EXHIBIT 24.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement of  U.S. Technologies  Inc. on  Form S-8  of our report
dated April 14, 1996, on our audits of the consolidated financial
statements and financial statement schedules of U.S. Technologies
Inc. and  Subsidiaries, as of December 31, 1995 and 1994, and for
the years ended December 31, 1995, 1994 and 1993, which report is
included in  the Annual  Report on Form 10-K.  We also consent to
the reference to our firm under the caption "Experts".

                              BROWN, GRAHAM AND COMPANY P.C.

Georgetown, Texas
November 12, 1996

                                31

                           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 the requirements for filing
on Form  S-8 and  has duly  caused this Registration Statement or
Amendment thereto  be signed  on its  behalf by  the undersigned,
thereunto duly authorized, on the 12th day of November, 1996.

                             U.S. TECHNOLOGIES INC.
                                                                 
                                                                 
                                                                 
                                                                 
                             BY:s/ John V. Allen
                                John V. Allen
                                Chairman of the Board,
     

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

Signature                    Title                Date

s/James Chen                Director         November 12, 1996   
James Chen

s/William Meehan                             President, Director 
November 12, 1996               
William Meehan         Acting Controller
               Acting Principal Accounting Officer          
               

                                32