As filed with the Securities and Exchange Commission on January 21, 1999

                                      Registration Statement No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

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

                        Waste Systems International, Inc.
                    (formerly "BioSafe International, Inc.")
             (Exact name of Registrant as specified in its charter)

      Delaware                                          95-4203626
(State of incorporation)                 (I.R.S. Employer Identification Number)

                          420 Bedford Street, Suite 300
                               Lexington, MA 02173
                                 (781) 862-3000

   (Address,  including zip code, and telephone number,  including area code, of
Registrant's principal executive offices)

                        WASTE SYSTEMS INTERNATIONAL, INC.
            AMENDED AND RESTATED 1995 STOCK OPTION AND INCENTIVE PLAN

                        WASTE SYSTEMS INTERNATIONAL, INC.
       AMENDED AND RESTATED 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plans)


                                  Robert Rivkin
                        Waste Systems International, Inc.
                          420 Bedford Street, Suite 300
                               Lexington, MA 02173
                                (781) 862-3000

(Name, address, including zip code, and telephone number, including area code, 
                    of agent for service)
                         ----------------------------

                                 With copies to:
                             THOMAS P. STORER, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                         -----------------------------




<PAGE>

<TABLE>



                         CALCULATION OF REGISTRATION FEE
<C>                           <C>                      <C>                      <C>                        <C>
============================= ----------------------- ------------------------- ------------------------- ------------------
 Title of Securities Being         Amount to be           Proposed Maximum          Proposed Maximum          Amount of
         Registered               Registered (1)      Offering Price Per Share  Aggregate Offering Price  Registration Fee
============================= ======================= ========================= ========================= ==================
         Common Stock,            411,518 shares              $6.25(2)                        $2,571,988       $2,334
         $.01 par value per        3,000 shares               $6.50(2)                           $19,500
share                              7,500 shares               $6.63(2)                           $49,725
                                  98,500 shares               $9.00(2)                          $886,500
                                   2,000 shares               $8.00(2)                           $16,000
                                  20,000 shares               $8.88(2)                          $177,600
                                   5,000 shares               $7.25(2)                           $36,250
                                  80,000 shares               $9.25(2)                          $740,000
                                   2,000 shares               $8.63(2)                           $17,260
                                   5,000 shares               $9.23(2)                           $46,150
                                   7,500 shares               $7.00(2)                           $52,500
                                657,982 shares(3)             $5.75(4)                        $3,783,397
                                -------                                                        ---------
                                1,300,000                     $5.75                           $8,396,870
                                =========                                                     ==========
     
============================= ======================= ========================= ========================= ==================

</TABLE>


(1)      Plus such  additional  number of shares as may be required  pursuant to
         the Waste Systems  International,  Inc. Amended and Restated 1995 Stock
         Option and Incentive Plan (the "Employee Plan") in the event of a stock
         dividend,  reverse  stock split,  split-up,  recapitalization  or other
         similar event.

(2)      This estimate is made pursuant to Rule 457(h) under the  Securities Act
         of 1933,  as amended  (the  "Securities  Act"),  solely for purposes of
         determining the  registration  fee and is based upon the price at which
         outstanding options may be exercised.

(3)      Includes shares reserved for issuance pursuant to the Employee Plan.

(4)      This  estimate  is made  pursuant  to Rule  457(c)  and (h)  under  the
         Securities Act, solely for purposes of determining the registration fee
         based on the average of the high and low prices of the Issuer's  Common
         Stock on the Nasdaq SmallCap market on January 6, 1999.


<PAGE>



                     STATEMENT OF INCORPORATION BY REFERENCE

         In accordance  with General  Instruction E to Form S-8, the contents of
the following  document filed by Waste Systems  International,  Inc., a Delaware
corporation  ("the  Company"),  with the Securities and Exchange  Commission are
incorporated herein by reference:  the Company's  Registration Statement on Form
S-8 filed on April 24, 1998 (File No.  333-50955)  relating to the Waste Systems
International,  Inc.  Amended and Restated 1995 Stock Option and Incentive  Plan
(the  "Employee  Plan") and the Waste Systems  International,  Inc.  Amended and
Restated 1995 Stock Option Plan for Non-Employee  Directors.  This  Registration
Statement is being filed to register an  additional  1,300,000  shares of common
stock subject to issuance under the Employee Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel

         The  validity  of  securities  offered  hereby has been  passed upon by
Goodwin, Procter & Hoar LLP, Boston, Massachusetts, as counsel for the Company.


Item 8.  Exhibits.

         The following is a complete list of exhibits filed or  incorporated  by
reference as part of this registration statement.

Exhibit

        5.1       Opinion of Goodwin, Procter & Hoar LLP  as to the legality of 
                    the securities being registered.
       23.1       Consent of Goodwin, Procter & Hoar LLP (included in 
                    Exhibit 5.1 hereto).
       23.2       Consent of KPMG LLP, Independent Accountants.
       24.1       Powers of Attorney (included in signature page on page 2 of 
                    this registration statement).


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Lexington,  Commonwealth of  Massachusetts,  on this
20th day of January, 1999.

                             WASTE SYSTEMS INTERNATIONAL, INC.


                         By: /s/   Robert Rivkin
                                  -----------------
                                   Robert Rivkin
                                   Executive Vice President - Acquisitions, 
                                   Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that we, the  undersigned  officers and
directors of Waste  Systems  International,  Inc.  hereby  severally  constitute
Philip Strauss and Robert Rivkin,  and each of them singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and  directors to enable Waste  Systems  International,  Inc. to comply with the
provisions of the Securities Act of 1933 and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be  signed  by our  said  attorneys,  or any of them,  to said  Registration
Statement and any and all amendments thereto.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


<PAGE>


 Signature                         Capacity                           Date

/s/ Philip Strauss     Chairman, President and Chief           January 21, 1999
------------------     Executive Officer (Principal
Philip Straus          Executive Officer)

/s/ Robert Rivkin      Executive Vice President -
----------------       Acquisitions, Chief Financial           January 21, 1999
Robert Rivkin          Officer, Secretary and Treasurer
                       (Principal Financial and
                       Accounting Officer)

/s/ Jay Matulich       Director                                January 21, 1999
----------------                                               
Jay Matulich


/s/ David Breazzano    Director                                January 21, 1999
-------------------
David Breazzano


/s/ Charles Johnston   Director                                January 21, 1999
--------------------
Charles Johnston


/s/ Judy Mencher       Director                                January 21, 1999
----------------
Judy Mencher


/s/ William Philipbar  Director                                January 21, 1999
---------------------
William Philipbar



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                                     Description

      5.1           Opinion of Goodwin, Procter & Hoar LLP as to the legality 
                    of the securities being registered.

     23.1           Consent of Goodwin, Procter & Hoar LLP (included in 
                    Exhibit 5.1 hereto).

     23.2           Consent of KPMG LLP, Independent Accountants.

     24.1           Powers of Attorney (included on page 2 of this 
                    Registration statement).











<PAGE>


                                                                     Exhibit 5.1


                                Janbuary 20, 1999


Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02173

         Re:      Legality of Securities to be Registered Under
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         This  opinion  is  furnished  in  connection   with  the  filing  of  a
Registration Statement on Form S-8 (the "Registration  Statement"),  pursuant to
the  Securities  Act of 1933, as amended (the  "Securities  Act"),  of 1,300,000
shares (the  "Shares")  of common  stock,  par value $.01 per share (the "Common
Stock"),  of Waste  Systems  International,  Inc., a Delaware  corporation  (the
"Company").

         In connection with rendering this opinion, we have examined the Amended
and  Restated  Certificate  of  Incorporation  of the  Company,  as amended  and
restated to the date hereof and on file with the  Delaware  Secretary  of State;
the By-laws of the Company;  such records of the  corporate  proceedings  of the
Company  as  we  deem  appropriate  for  the  purposes  of  this  opinion;   the
Registration  Statement;  and the Waste Systems International,  Inc. Amended and
Restated 1995 Stock Option and Incentive  Plan, as amended to date (the "Plan").
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons,  the authenticity of all documents  submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such  copies  and the  authenticity  of  telephonic  confirmations  of public
officials and others.  As to facts material to our opinion,  we have relied upon
certificates or telephonic  confirmations of public officials and  certificates,
documents, statements and other information of the Company or representatives or
officers thereof.

         We  are  attorneys   admitted  to  practice  in  The   Commonwealth  of
Massachusetts.  We express no opinion  concerning the laws of any  jurisdictions
other  than  the  laws  of  the  United  States  of  America,  the  laws  of The
Commonwealth of  Massachusetts  and the General  Corporation Law of the State of
Delaware.

         Based upon the  foregoing,  we are of the opinion  that when the Shares
have been  issued and paid for in  accordance  with the terms of the Plan,  such
Shares will be duly authorized, validly issued, fully paid and non-assessable.

         The foregoing  assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                    Very truly yours,

                                                 /s/Goodwin, Procter & Hoar LLP
                                                    --------------------------
                                                   GOODWIN, PROCTER & HOAR LLP
                                                                              

<PAGE>

                                                                Exhibit 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the  incorporation  by  reference  in the  registration  statement
pertaining  to the Waste Systems  International,  Inc. 1995 Amended and Restated
Stock Option and  Incentive  Plan,  as amended,  on Form S-8 of our report dated
March 26,  1998,  on our audits of the  financial  statements  of Waste  Systems
International,  Inc. (formerly BioSafe  International,  Inc.) as of December 31,
1997,  which  report is  included in the 1997  Annual  Report on Form 10-K.  Our
report dated March 26, 1998 includes an  explanatory  paragraph that states that
the Company must raise substantial  additional  capital and must achieve a level
of revenues  adequate to support its cost structure,  which raiases  substantial
doubt  about its  ability  to  continue  as a going  concern.  The  consolidated
financial  statements  incorporated  by  reference  herein  do not  include  any
adjustments that might result from the outcome of that uncertainty.



                                                        KPMG Peat Marwick  LLP

Boston, Massachusetts
January 18, 1999
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15802}]
{"company-data": {"conformed-name": "WASTE SYSTEMS INTERNATIONAL INC", "cik": "0000847468", "assigned-sic": "6794", "irs-number": "954203626", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70889", "film-number": "99509015"}, "business-address": {"street1": "420 BEDFORD STREET", "street2": "SUITE 300", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "7818623000"}, "mail-address": {"street1": "420 BEDFORD STREET", "street2": "SUITE 300", "city": "LEXINGTON", "state": "MA", "zip": "02173"}, "former-company": [{"former-conformed-name": "BIOSAFE INTERNATIONAL INC", "date-changed": "19950504"}, {"former-conformed-name": "ZOE CAPITAL CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on January 21, 1999

                                      Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

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

                        Waste Systems International, Inc.
                    (formerly "BioSafe International, Inc.")
             (Exact name of Registrant as specified in its charter)

      Delaware                                          95-4203626
(State of incorporation)                 (I.R.S. Employer Identification Number)

                          420 Bedford Street, Suite 300
                               Lexington, MA 02173
                                 (781) 862-3000

   (Address,  including zip code, and telephone number,  including area code, of
Registrant's principal executive offices)

                        WASTE SYSTEMS INTERNATIONAL, INC.
            AMENDED AND RESTATED 1995 STOCK OPTION AND INCENTIVE PLAN

                        WASTE SYSTEMS INTERNATIONAL, INC.
       AMENDED AND RESTATED 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plans)

                                  Robert Rivkin
                        Waste Systems International, Inc.
                          420 Bedford Street, Suite 300
                               Lexington, MA 02173
                                (781) 862-3000

(Name, address, including zip code, and telephone number, including area code, 
                    of agent for service)
                         ----------------------------

                                 With copies to:
                             THOMAS P. STORER, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000
                         -----------------------------
CALCULATION OF REGISTRATION FEE
============================= ----------------------- ------------------------- ------------------------- ------------------
 Title of Securities Being         Amount to be           Proposed Maximum          Proposed Maximum          Amount of
         Registered               Registered (1)      Offering Price Per Share  Aggregate Offering Price  Registration Fee
============================= ======================= ========================= ========================= ==================
         Common Stock,            411,518 shares              $6.25(2)                        $2,571,988       $2,334
         $.01 par value per        3,000 shares               $6.50(2)                           $19,500
share                              7,500 shares               $6.63(2)                           $49,725
                                  98,500 shares               $9.00(2)                          $886,500
                                   2,000 shares               $8.00(2)                           $16,000
                                  20,000 shares               $8.88(2)                          $177,600
                                   5,000 shares               $7.25(2)                           $36,250
                                  80,000 shares               $9.25(2)                          $740,000
                                   2,000 shares               $8.63(2)                           $17,260
                                   5,000 shares               $9.23(2)                           $46,150
                                   7,500 shares               $7.00(2)                           $52,500
                                657,982 shares(3)             $5.75(4)                        $3,783,397
                                -------                                                        ---------
                                1,300,000                     $5.75                           $8,396,870
                                =========                                                     ==========
     
============================= ======================= ========================= ========================= ==================
(1)      Plus such  additional  number of shares as may be required  pursuant to
         the Waste Systems  International,  Inc. Amended and Restated 1995 Stock
         Option and Incentive Plan (the "Employee Plan") in the event of a stock
         dividend,  reverse  stock split,  split-up,  recapitalization  or other
         similar event.

(2)      This estimate is made pursuant to Rule 457(h) under the  Securities Act
         of 1933,  as amended  (the  "Securities  Act"),  solely for purposes of
         determining the  registration  fee and is based upon the price at which
         outstanding options may be exercised.

(3)      Includes shares reserved for issuance pursuant to the Employee Plan.

(4)      This  estimate  is made  pursuant  to Rule  457(c)  and (h)  under  the
         Securities Act, solely for purposes of determining the registration fee
         based on the average of the high and low prices of the Issuer's  Common
         Stock on the Nasdaq SmallCap market on January 6, 1999.
STATEMENT OF INCORPORATION BY REFERENCE

         In accordance  with General  Instruction E to Form S-8, the contents of
the following  document filed by Waste Systems  International,  Inc., a Delaware
corporation  ("the  Company"),  with the Securities and Exchange  Commission are
incorporated herein by reference:  the Company's  Registration Statement on Form
S-8 filed on April 24, 1998 (File No.  333-50955)  relating to the Waste Systems
International,  Inc.  Amended and Restated 1995 Stock Option and Incentive  Plan
(the  "Employee  Plan") and the Waste Systems  International,  Inc.  Amended and
Restated 1995 Stock Option Plan for Non-Employee  Directors.  This  Registration
Statement is being filed to register an  additional  1,300,000  shares of common
stock subject to issuance under the Employee Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel

         The  validity  of  securities  offered  hereby has been  passed upon by
Goodwin, Procter & Hoar LLP, Boston, Massachusetts, as counsel for the Company.

Item 8.  Exhibits.

         The following is a complete list of exhibits filed or  incorporated  by
reference as part of this registration statement.

Exhibit

        5.1       Opinion of Goodwin, Procter & Hoar LLP  as to the legality of 
                    the securities being registered.
       23.1       Consent of Goodwin, Procter & Hoar LLP (included in 
                    Exhibit 5.1 hereto).
       23.2       Consent of KPMG LLP, Independent Accountants.
       24.1       Powers of Attorney (included in signature page on page 2 of 
                    this registration statement).
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Lexington,  Commonwealth of  Massachusetts,  on this
20th day of January, 1999.

                             WASTE SYSTEMS INTERNATIONAL, INC.

                         By: /s/   Robert Rivkin
                                  -----------------
                                   Robert Rivkin
                                   Executive Vice President - Acquisitions, 
                                   Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that we, the  undersigned  officers and
directors of Waste  Systems  International,  Inc.  hereby  severally  constitute
Philip Strauss and Robert Rivkin,  and each of them singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and  directors to enable Waste  Systems  International,  Inc. to comply with the
provisions of the Securities Act of 1933 and all  requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be  signed  by our  said  attorneys,  or any of them,  to said  Registration
Statement and any and all amendments thereto.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                         Capacity                           Date

/s/ Philip Strauss     Chairman, President and Chief           January 21, 1999
------------------     Executive Officer (Principal
Philip Straus          Executive Officer)

/s/ Robert Rivkin      Executive Vice President -
----------------       Acquisitions, Chief Financial           January 21, 1999
Robert Rivkin          Officer, Secretary and Treasurer
                       (Principal Financial and
                       Accounting Officer)

/s/ Jay Matulich       Director                                January 21, 1999
----------------                                               
Jay Matulich

/s/ David Breazzano    Director                                January 21, 1999
-------------------
David Breazzano

/s/ Charles Johnston   Director                                January 21, 1999
--------------------
Charles Johnston

/s/ Judy Mencher       Director                                January 21, 1999
----------------
Judy Mencher

/s/ William Philipbar  Director                                January 21, 1999
---------------------
William Philipbar
EXHIBIT INDEX

Exhibit No.                                     Description

      5.1           Opinion of Goodwin, Procter & Hoar LLP as to the legality 
                    of the securities being registered.

     23.1           Consent of Goodwin, Procter & Hoar LLP (included in 
                    Exhibit 5.1 hereto).

     23.2           Consent of KPMG LLP, Independent Accountants.

     24.1           Powers of Attorney (included on page 2 of this 
                    Registration statement).
Exhibit 5.1

                                Janbuary 20, 1999

Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02173

         Re:      Legality of Securities to be Registered Under
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         This  opinion  is  furnished  in  connection   with  the  filing  of  a
Registration Statement on Form S-8 (the "Registration  Statement"),  pursuant to
the  Securities  Act of 1933, as amended (the  "Securities  Act"),  of 1,300,000
shares (the  "Shares")  of common  stock,  par value $.01 per share (the "Common
Stock"),  of Waste  Systems  International,  Inc., a Delaware  corporation  (the
"Company").

         In connection with rendering this opinion, we have examined the Amended
and  Restated  Certificate  of  Incorporation  of the  Company,  as amended  and
restated to the date hereof and on file with the  Delaware  Secretary  of State;
the By-laws of the Company;  such records of the  corporate  proceedings  of the
Company  as  we  deem  appropriate  for  the  purposes  of  this  opinion;   the
Registration  Statement;  and the Waste Systems International,  Inc. Amended and
Restated 1995 Stock Option and Incentive  Plan, as amended to date (the "Plan").
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons,  the authenticity of all documents  submitted to us
as certified, photostatic or facsimile copies, the authenticity of the originals
of such  copies  and the  authenticity  of  telephonic  confirmations  of public
officials and others.  As to facts material to our opinion,  we have relied upon
certificates or telephonic  confirmations of public officials and  certificates,
documents, statements and other information of the Company or representatives or
officers thereof.

         We  are  attorneys   admitted  to  practice  in  The   Commonwealth  of
Massachusetts.  We express no opinion  concerning the laws of any  jurisdictions
other  than  the  laws  of  the  United  States  of  America,  the  laws  of The
Commonwealth of  Massachusetts  and the General  Corporation Law of the State of
Delaware.

         Based upon the  foregoing,  we are of the opinion  that when the Shares
have been  issued and paid for in  accordance  with the terms of the Plan,  such
Shares will be duly authorized, validly issued, fully paid and non-assessable.

         The foregoing  assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                    Very truly yours,

                                                 /s/Goodwin, Procter & Hoar LLP
                                                    --------------------------
                                                   GOODWIN, PROCTER & HOAR LLP
Exhibit 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the  incorporation  by  reference  in the  registration  statement
pertaining  to the Waste Systems  International,  Inc. 1995 Amended and Restated
Stock Option and  Incentive  Plan,  as amended,  on Form S-8 of our report dated
March 26,  1998,  on our audits of the  financial  statements  of Waste  Systems
International,  Inc. (formerly BioSafe  International,  Inc.) as of December 31,
1997,  which  report is  included in the 1997  Annual  Report on Form 10-K.  Our
report dated March 26, 1998 includes an  explanatory  paragraph that states that
the Company must raise substantial  additional  capital and must achieve a level
of revenues  adequate to support its cost structure,  which raiases  substantial
doubt  about its  ability  to  continue  as a going  concern.  The  consolidated
financial  statements  incorporated  by  reference  herein  do not  include  any
adjustments that might result from the outcome of that uncertainty.

                                                        KPMG Peat Marwick  LLP

Boston, Massachusetts
January 18, 1999