Registration No.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     _______________EMCON_______________
             (Exact name of registrant as specified in its charter)

         California                                       94-1738964
---------------------------------            -----------------------------------
(State or other jurisdiction                (I.R.S. employer identification no.)
 of incorporation or organization)



                      400 South El Camino Real, Suite 1200
                           San Mateo, California 94402
               (Address of principal executive offices) (Zip code)

                                      EMCON
                             1998 Stock Option Plan
                            (Full title of the plan)


                              R. Michael Momboisse
                           Chief Financial Officer and
                      Vice President - Legal and Secretary
                                      EMCON
                      400 South El Camino Real, Suite 1200
                           San Mateo, California 94402
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (650) 375-1522

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                      1
<PAGE>

<TABLE>
<CAPTION>

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

                                          CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                                  Proposed maximum        Proposed maximum
Title of Securities to                             offering price        aggregate offering
    be registered1           Amount to be            per share3                price3                Amount of
                              registered2                                                        registration fee
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S>                             <C>                    <C>                   <C>                      <C> 

Stock Option Plan
Common Stock,                   108,000                $4.500               $  486,000.00             $  143.37
without par value               892,000                $4.21875             $3,763,125.00             $1,110.12









TOTALS                         1,000,000                                    $4,249,125.00             $1,253.49

</TABLE>

1 The securities to be registered include options to acquire Common Stock.

2  Pursuant  to  Rule  416(a),  this  registration  statement  also  covers  any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

3  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration  fee. As to shares subject to outstanding but  unexercised  options
under the Stock Option Plan,  the price is computed on the basis of the weighted
average  exercise price. As to the remaining shares under the Stock Option Plan,
the price is based  upon the  average  of the high and low  prices of the Common
Stock on August 05, 1998 as reported on the National  Association  of Securities
Dealers Automated Quotations System (NASDAQ).

                                       2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  EMCON (the "Company") hereby incorporates by reference in this
registration statement the following documents:

                  (a) The  Company's  latest  annual  report on Form 10-K  filed
pursuant to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  containing  audited financial  statements for the
Company's  latest  fiscal  year  ended  December  31,  1997 as  filed  with  the
Commission on March 30, 1998.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the  Exchange  Act the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act")  since the end of the fiscal  year  covered  by the  registrant
document referred to in (a) above.

                  (c) The description of the Company's Common Stock contained in
the  Company's  Registration  Statement  on Form  8-A  (No.  016225),  effective
September  17, 1987,  filed under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this registration  statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.           Description of Securities

                  The class of  securities  to be  offered is  registered  under
Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel

                  Inapplicable.

Item 6.           Indemnification of Directors and Officers

                  The Company's Restated Articles of Incorporation  provide that
the liability of the  directors for monetary  damages shall be eliminated to the
fullest extent permissible under California law. Pursuant to California law, the
Company's  directors shall not be liable for monetary  damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders.  However,
this  provision  does  not  eliminate  the  duty  of  care,  and in  appropriate

                                       3
<PAGE>

circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
nonmonetary relief will remain available under California law.

                  In  addition,  each  director  will  continue to be subject to
liability  for (i) acts or omissions  that involve  intentional  misconduct or a
knowing and culpable  violation of law,  (ii) acts or omissions  that a director
believes to be contrary to the best interests of the Company or its shareholders
or that involve the absence of good faith on the part of the director, (iii) any
transaction from which a director  derived an improper  personal  benefit,  (iv)
acts or omissions that show a reckless  disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should  have been aware,  in the  ordinary  course of  performing  a  director's
duties, of a risk of serious injury to the Company or its shareholders, (v) acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's  duty to the Company or its  shareholders,  (vi)
any  transaction  that  constitutes  an illegal  distribution  or dividend under
California  law, and (vii) any  transaction  involving  an unlawful  conflict of
interest  between  the  director  and the  Company  under  California  law.  The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.

                  In addition,  the Company's Restated Articles of Incorporation
provide that the Company is authorized to provide  indemnification of agents (as
defined  under  California  law)  for  breach  of  duty to the  Company  and its
shareholders  through bylaw provisions or through agreements with the agents, or
through shareholder resolutions,  or otherwise, in excess of the indemnification
otherwise  permitted  by  California  law,  subject to the limits on such excess
indemnification set forth in California law.

                  The Company's  Bylaws  provide that the Company will indemnify
its  directors and  executive  officers and may  indemnify  its other  officers,
employees and other agents to the fullest  extent  permitted by California  law.
Such indemnification is intended to provide the full flexibility available under
California law and may, under certain circumstances, include indemnification for
negligence, gross negligence and certain types of recklessness. Under California
law and the  Company's  Bylaws,  the Company will be permitted to indemnify  its
directors,  executive officers, officers, employees and other agents, within the
limits  established by law and public policy,  pursuant to an express  contract,
bylaw  provision,  shareholder  vote or  otherwise,  any or all of  which  could
provide  indemnification  rights broader than those  expressly  available  under
California law.

                  The Company is also  empowered  under its Bylaws to enter into
indemnification  agreements  with its  directors  and  officers  and to purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company has entered into  agreements  with its  directors and certain of its
executive  officers that require the Company to indemnify  such persons  against
expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred  (including  expenses of a derivative action) in connection
with any proceeding,  whether actual or threatened, to which any such person may
be made a party by reason of the fact that such  person is or was a director  or
an  executive  officer  of the  Company  or any of its  affiliated  enterprises,
provided such person acted in good faith and in a manner such 

                                       4
<PAGE>

person reasonably  believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. The indemnification  agreements also set forth
certain  procedures that will apply in the event of a claim for  indemnification
thereunder.

                  Section  317  of  the  California   Corporations   Code  makes
provisions for the  indemnification  of officers,  directors and other corporate
agents in terms  sufficiently  broad to indemnify  such  persons,  under certain
circumstances,  for liabilities  (including  reimbursement of expenses incurred)
arising under the  Securities  Act of 1933, as amended (the  "Securities  Act").
Section 317 also provides that the  indemnification  provided by this section is
not exclusive to the extent  additional rights are authorized in a corporation's
articles of incorporation.

Item 7.           Exemption From Registration Claimed

                  Inapplicable.

Item 8.           Exhibits

                  See Exhibit Index.

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement; and

                      (iii) To include any material  information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (l)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                                       5
<PAGE>

                  (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.

                  (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
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 Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       6
<PAGE>



                                    SIGNATURE

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San Mateo,  State of California,  on August 6,
1998.


                                EMCON



                                By:  /s/ R. Michael Momboisse
                                ---------------------------------------------
                                R. Michael Momboisse, Chief Financial
                                Officer, Vice President - Legal and Secretary







                                       7
<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

         The officers  and  directors of EMCON whose  signatures  appear  below,
hereby  constitute  and appoint Eugene M. Herson and R. Michael  Momboisse,  and
each of them,  their true and lawful  attorneys-in-fact  and  agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm  all  that  each of said  attorney-in-fact  and  agent,  or their or his
substitutes, shall do or cause to be done by virtue hereof.

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

     Signature                           Title                         Date
--------------------------     ---------------------------      ----------------


/s/ Douglas P. Crane                                                 7/24/98
--------------------------     Chairman of the Board            ----------------
Douglas P. Crane

/s/ Eugene M. Herson                                                 8/6/98
--------------------------     President and Chief Executive    ----------------
Eugene M. Herson               Officer and Director

/s/ Franklin J. Agardy                                               7/24/98
--------------------------     Director                         ----------------
Dr. Franklin J. Agardy

/s/ Donald R. Kerstetter                                             7/27/98
--------------------------     Director                         ----------------
Donald R. Kerstetter

/s/ Richard A. Peluso                                                8/6/98
--------------------------     Vice President and Director      ----------------
Richard A. Peluso

/s/ Peter Vardy                                                      8/6/98
--------------------------     Director                         ----------------
Peter Vardy

/s/ R. Michael Momboisse                                             8/6/98
--------------------------     Chief Financial Officer, Vice    ----------------
R. Michael Momboisse           President - Legal and Secretary


                                       8
<PAGE>



                                  EXHIBIT INDEX



4.1      Articles of  Incorporation  of the Company is incorporated by reference
         to Exhibit  3.1 to the  Company's  Registration  Statement  on Form S-1
         filed with the Securities and Exchange Commission on September 16, 1987
         (File No. 33-1637).

4.2      Certificate of Amendment of Restated  Articles of  Incorporation of the
         Company is  incorporated  by reference to Exhibit 3.2 to the  Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1988.

4.3      Certificate of Amendment of Restated  Articles of  Incorporation of the
         Company is  incorporated  by reference to Exhibit 4.1 to the  Company's
         Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended June 30,
         1991

4.4      Amended  and  Restated  Bylaws  of  the  Company  are  incorporated  by
         reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q
         for the fiscal quarter ended June 30, 1991.

5        Opinion of legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young  LLP

24  Power  of  Attorney  (included  in  signature  pages  to  this  registration
statement)


                                       9
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{"company-data": {"conformed-name": "EMCON", "cik": "0000819977", "assigned-sic": "8711", "irs-number": "941738964", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61151", "film-number": "98681951"}, "business-address": {"street1": "1433 NORTH MARKET BLVD STE 2", "street2": "P O BOX 349014", "city": "SACRAMENTO", "state": "CA", "zip": "95834", "phone": "9169281090"}, "mail-address": {"street1": "P O BOX 349014", "street2": "STE 1200", "city": "SACRAMENTO", "state": "CA", "zip": "95834-9014"}, "former-company": {"former-conformed-name": "EMCON ASSOCIATES /CA/", "date-changed": "19910611"}}
Registration No.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     _______________EMCON_______________
             (Exact name of registrant as specified in its charter)

         California                                       94-1738964
---------------------------------            -----------------------------------
(State or other jurisdiction                (I.R.S. employer identification no.)
 of incorporation or organization)

                      400 South El Camino Real, Suite 1200
                           San Mateo, California 94402
               (Address of principal executive offices) (Zip code)

                                      EMCON
                             1998 Stock Option Plan
                            (Full title of the plan)

                              R. Michael Momboisse
                           Chief Financial Officer and
                      Vice President - Legal and Secretary
                                      EMCON
                      400 South El Camino Real, Suite 1200
                           San Mateo, California 94402
                     (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (650) 375-1522

This registration  statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

                                      1
---------------------------------------------------------------------------------------------------------------------

                                          CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
                                                  Proposed maximum        Proposed maximum
Title of Securities to                             offering price        aggregate offering
    be registered1           Amount to be            per share3                price3                Amount of
                              registered2                                                        registration fee
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Stock Option Plan
Common Stock,                   108,000                $4.500               $  486,000.00             $  143.37
without par value               892,000                $4.21875             $3,763,125.00             $1,110.12

TOTALS                         1,000,000                                    $4,249,125.00             $1,253.49
1 The securities to be registered include options to acquire Common Stock.

2  Pursuant  to  Rule  416(a),  this  registration  statement  also  covers  any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.

3  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration  fee. As to shares subject to outstanding but  unexercised  options
under the Stock Option Plan,  the price is computed on the basis of the weighted
average  exercise price. As to the remaining shares under the Stock Option Plan,
the price is based  upon the  average  of the high and low  prices of the Common
Stock on August 05, 1998 as reported on the National  Association  of Securities
Dealers Automated Quotations System (NASDAQ).

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  EMCON (the "Company") hereby incorporates by reference in this
registration statement the following documents:

                  (a) The  Company's  latest  annual  report on Form 10-K  filed
pursuant to Sections 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  containing  audited financial  statements for the
Company's  latest  fiscal  year  ended  December  31,  1997 as  filed  with  the
Commission on March 30, 1998.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the  Exchange  Act the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act")  since the end of the fiscal  year  covered  by the  registrant
document referred to in (a) above.

                  (c) The description of the Company's Common Stock contained in
the  Company's  Registration  Statement  on Form  8-A  (No.  016225),  effective
September  17, 1987,  filed under the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective  amendment to this registration  statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.           Description of Securities

                  The class of  securities  to be  offered is  registered  under
Section 12 of the Exchange Act.

Item 5.           Interests of Named Experts and Counsel

                  Inapplicable.

Item 6.           Indemnification of Directors and Officers

                  The Company's Restated Articles of Incorporation  provide that
the liability of the  directors for monetary  damages shall be eliminated to the
fullest extent permissible under California law. Pursuant to California law, the
Company's  directors shall not be liable for monetary  damages for breach of the
directors' fiduciary duty of care to the Company and its shareholders.  However,
this  provision  does  not  eliminate  the  duty  of  care,  and in  appropriate

                                       3
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
nonmonetary relief will remain available under California law.

                  In  addition,  each  director  will  continue to be subject to
liability  for (i) acts or omissions  that involve  intentional  misconduct or a
knowing and culpable  violation of law,  (ii) acts or omissions  that a director
believes to be contrary to the best interests of the Company or its shareholders
or that involve the absence of good faith on the part of the director, (iii) any
transaction from which a director  derived an improper  personal  benefit,  (iv)
acts or omissions that show a reckless  disregard for the director's duty to the
Company or its shareholders in circumstances in which the director was aware, or
should  have been aware,  in the  ordinary  course of  performing  a  director's
duties, of a risk of serious injury to the Company or its shareholders, (v) acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's  duty to the Company or its  shareholders,  (vi)
any  transaction  that  constitutes  an illegal  distribution  or dividend under
California  law, and (vii) any  transaction  involving  an unlawful  conflict of
interest  between  the  director  and the  Company  under  California  law.  The
provision  also does not affect a  director's  responsibilities  under any other
law, such as the federal securities laws or state or federal environmental laws.

                  In addition,  the Company's Restated Articles of Incorporation
provide that the Company is authorized to provide  indemnification of agents (as
defined  under  California  law)  for  breach  of  duty to the  Company  and its
shareholders  through bylaw provisions or through agreements with the agents, or
through shareholder resolutions,  or otherwise, in excess of the indemnification
otherwise  permitted  by  California  law,  subject to the limits on such excess
indemnification set forth in California law.

                  The Company's  Bylaws  provide that the Company will indemnify
its  directors and  executive  officers and may  indemnify  its other  officers,
employees and other agents to the fullest  extent  permitted by California  law.
Such indemnification is intended to provide the full flexibility available under
California law and may, under certain circumstances, include indemnification for
negligence, gross negligence and certain types of recklessness. Under California
law and the  Company's  Bylaws,  the Company will be permitted to indemnify  its
directors,  executive officers, officers, employees and other agents, within the
limits  established by law and public policy,  pursuant to an express  contract,
bylaw  provision,  shareholder  vote or  otherwise,  any or all of  which  could
provide  indemnification  rights broader than those  expressly  available  under
California law.

                  The Company is also  empowered  under its Bylaws to enter into
indemnification  agreements  with its  directors  and  officers  and to purchase
insurance on behalf of any person whom it is required or permitted to indemnify.
The Company has entered into  agreements  with its  directors and certain of its
executive  officers that require the Company to indemnify  such persons  against
expenses,   judgments,   fines,  settlements  and  other  amounts  actually  and
reasonably  incurred  (including  expenses of a derivative action) in connection
with any proceeding,  whether actual or threatened, to which any such person may
be made a party by reason of the fact that such  person is or was a director  or
an  executive  officer  of the  Company  or any of its  affiliated  enterprises,
provided such person acted in good faith and in a manner such 

                                       4
person reasonably  believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. The indemnification  agreements also set forth
certain  procedures that will apply in the event of a claim for  indemnification
thereunder.

                  Section  317  of  the  California   Corporations   Code  makes
provisions for the  indemnification  of officers,  directors and other corporate
agents in terms  sufficiently  broad to indemnify  such  persons,  under certain
circumstances,  for liabilities  (including  reimbursement of expenses incurred)
arising under the  Securities  Act of 1933, as amended (the  "Securities  Act").
Section 317 also provides that the  indemnification  provided by this section is
not exclusive to the extent  additional rights are authorized in a corporation's
articles of incorporation.

Item 7.           Exemption From Registration Claimed

                  Inapplicable.

Item 8.           Exhibits

                  See Exhibit Index.

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement; and

                      (iii) To include any material  information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (l)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                                       5
(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.

                  (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
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 Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURE

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of San Mateo,  State of California,  on August 6,
1998.

                                EMCON

                                By:  /s/ R. Michael Momboisse
                                ---------------------------------------------
                                R. Michael Momboisse, Chief Financial
                                Officer, Vice President - Legal and Secretary

                                       7
SIGNATURES AND POWER OF ATTORNEY

         The officers  and  directors of EMCON whose  signatures  appear  below,
hereby  constitute  and appoint Eugene M. Herson and R. Michael  Momboisse,  and
each of them,  their true and lawful  attorneys-in-fact  and  agents,  with full
power of  substitution,  each with  power to act alone,  to sign and  execute on
behalf of the  undersigned  any  amendment or  amendments  to this  registration
statement  on Form S-8,  and each of the  undersigned  does  hereby  ratify  and
confirm  all  that  each of said  attorney-in-fact  and  agent,  or their or his
substitutes, shall do or cause to be done by virtue hereof.

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

     Signature                           Title                         Date
--------------------------     ---------------------------      ----------------

/s/ Douglas P. Crane                                                 7/24/98
--------------------------     Chairman of the Board            ----------------
Douglas P. Crane

/s/ Eugene M. Herson                                                 8/6/98
--------------------------     President and Chief Executive    ----------------
Eugene M. Herson               Officer and Director

/s/ Franklin J. Agardy                                               7/24/98
--------------------------     Director                         ----------------
Dr. Franklin J. Agardy

/s/ Donald R. Kerstetter                                             7/27/98
--------------------------     Director                         ----------------
Donald R. Kerstetter

/s/ Richard A. Peluso                                                8/6/98
--------------------------     Vice President and Director      ----------------
Richard A. Peluso

/s/ Peter Vardy                                                      8/6/98
--------------------------     Director                         ----------------
Peter Vardy

/s/ R. Michael Momboisse                                             8/6/98
--------------------------     Chief Financial Officer, Vice    ----------------
R. Michael Momboisse           President - Legal and Secretary

                                       8
EXHIBIT INDEX

4.1      Articles of  Incorporation  of the Company is incorporated by reference
         to Exhibit  3.1 to the  Company's  Registration  Statement  on Form S-1
         filed with the Securities and Exchange Commission on September 16, 1987
         (File No. 33-1637).

4.2      Certificate of Amendment of Restated  Articles of  Incorporation of the
         Company is  incorporated  by reference to Exhibit 3.2 to the  Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1988.

4.3      Certificate of Amendment of Restated  Articles of  Incorporation of the
         Company is  incorporated  by reference to Exhibit 4.1 to the  Company's
         Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended June 30,
         1991

4.4      Amended  and  Restated  Bylaws  of  the  Company  are  incorporated  by
         reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q
         for the fiscal quarter ended June 30, 1991.

5        Opinion of legality

23.1     Consent of Counsel (included in Exhibit 5)

23.2     Consent of Ernst & Young  LLP

24  Power  of  Attorney  (included  in  signature  pages  to  this  registration
statement)

                                       9