{PRIVATE }
   As filed with the Securities and Exchange Commission on November 27, 1996
                             Registration No. 333-
--------------------------------------------------------------------------------
                                       -
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                               HANDEX CORPORATION
             (Exact name of registrant as specified in its charter)
          Delaware                                22-2941704
--------------------------------        ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)
                                500 Campus Drive
                         Morganville, New Jersey 07751
          (Address of principal executive offices, including zip code)
         -------------------------------------------------------------

                               HANDEX CORPORATION
                        KEY EMPLOYEES STOCK OPTION PLAN
                               HANDEX CORPORATION
                      OUTSIDE DIRECTORS STOCK OPTION PLAN

                           (Full title of the plans)
                       ----------------------------------
                                             Copy to:
Curtis Lee Smith, Jr.
Chairman and Chief Executive Officer         Scott R. Wilson, Esq.
Handex Corporation                           Calfee, Halter & Griswold
500 Campus Drive                             1400 McDonald Investment Center
Morganville, New Jersey 07751                800 Superior Avenue
(908) 536-8500                               Cleveland, Ohio  44114-2688
                                             (216) 622-8200
(Name, address and telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                   Proposed       Proposed
Title of                           maximum        maximum
securities           Amount        offering       aggregate       Amount of
to be                to be         price          offering        registration
registered           registered    per share (1)  price (1)       fee
-------------------------------------------------------------------------------

Common Stock,        630,000       $ 11.25        $7,087,500.00   $2,148.00
$.01 par value per   shares
share
--------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee.






                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
          -----------------------------------------------

          The  following  documents  of  Handex  Corporation  (the   "Company"),
previously filed with the Securities  and Exchange Commission, are  incorporated
herein by reference:

          1.   The Company's  Annual Report  on Form  10-K for  the fiscal  year
               ended December 30, 1995;
          2.   The Company's Quarterly  Reports on  Form 10-Q  for the  quarters
               ending March 31, 1996, June 30, 1996 and September 30, 1996;
          3.   The Company's definitive Proxy Statement used in connection  with
               its Annual Meeting of Stockholders held on May 7, 1996; and
          4.   The Company's Form 8-A Registration Statement with respect to its
               shares of Common Stock.

          All documents filed by the Company pursuant to Sections 13(a),  13(c),
14 or  15(d) of  the Securities  Exchange Act  of 1934  after the  date of  this
Registration Statement, prior to the filing of a post-effective amendment  which
indicates that all securities  offered have been sold  or which deregisters  all
securities then  remaining  unsold,  shall  be  deemed  to  be  incorporated  by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

     Section 145  of  the  Delaware  General  Corporation  Law  sets  forth  the
conditions and limitations governing the indemnification of officers,  directors
and other persons.  Section 145 provides that a corporation shall have the power
to indemnify any person  who was or  is a party  or is threatened  to be made  a
party to any  threatened, pending or  contemplated 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 was serving at  the
request of the  corporation in a  similar capacity with  another corporation  or
other entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection therewith if he acted in  good
faith and in a manner that he reasonably believed to be in the best interests of
the corporation.  With respect to a suit by or in the right of the  corporation,
indemnity may be provided to the foregoing persons under Section 145 on a  basis
similar to that set  forth above, except  that no indemnity  may be provided  in
respect of any claim, issue or matter as to which such person has been  adjudged
to be liable to the corporation unless and to the extent that the Delaware Court
of Chancery or the court  in which such action,  suit or proceeding was  brought
determines that despite  the adjudication of  liability but in  view of all  the
circumstances of the case such person is entitled to indemnity for such expenses
as the  court  deems proper.    Moreover,  Section 145  provides  for  mandatory
indemnification of a director, officer, employee or agent of the corporation  to
the extent that such person has been  successful in defense of any such  action,
suit or proceeding and provides that a   corporation may pay the expenses of  an
officer or director in defending an  action, suit or proceeding upon receipt  of
an undertaking to repay  such amounts if it  is ultimately determined that  such
person is not entitled  to be indemnified.   Section 145 establishes  provisions
for determining that  a given person  is entitled to  indemnification, and  also
provides that the indemnification  provided by or granted  under Section 145  is
not exclusive of  any rights to  indemnity or advancement  of expenses to  which
such person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

     Article V of the  Registrant's By-laws provides that the  Registrant shall
indemnify, to the  fullest extent  permitted by  Delaware law,  any Director  or
officer who was or is a party or is threatened to be made a party to any action,
suit or proceeding by reason of  the fact that he or she,  or a person of he  or
she is  the  legal representative,  is  or was  a  Director or  officer  of  the
Registrant, or is or was serving at the request of the Registrant as a Director,
officer, partner,  trustee, employee  or agent  of another  entity, against  all
expenses, liabilities and losses  (including attorneys' fees, judgments,  fines,
ERISA excise  taxes  or penalties  or  amounts paid  in  settlement)  reasonably
incurred by such  person in connection  therewith.  In  addition, provisions  of
Article V of the Registrant's By-laws  provide for the advancement of  expenses,
including attorneys' fees, incurred by a  Director or officer of the  Registrant
in defending any proceeding for which indemnification is provided under  Article
V upon receipt  of an  undertaking to  repay such  amounts if  it is  ultimately
determined that he or she is not entitled to be indemnified by the Registrant as
authorized in  Article V.   In  addition, Article  V permits  the Registrant  to
maintain insurance, at its expense, to  protect itself and any of its  Directors
or officers  or  individuals serving  at  the request  of  the registrant  as  a
director, officer,  partner,  trustee,  employee or  agent  of  another  entity,
against any expense, liability or loss, whether or not the Registrant would have
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.

     Section  102  (b)   of  the  Delaware   General  Corporation  Law   permits
corporations to eliminate or limit the  personal liability of a director to  the
corporation  or  its  stockholders  for  monetary  damages  for  breach  of  the
director's duty of care.  Accordingly,  Article VII of the Registrant's  Amended
Certificate of Incorporation provides  that a Director  of the Registrant  shall
not be personally  liable to  the Registrant  or its  stockholders for  monetary
damages for breach of fiduciary  duty as a Director,   except for liability  (i)
for any breach  of the  Director's duty  of loyalty  to the  corporation or  its
stockholders, (ii)  for  acts or  omissions  not  in good  faith  which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which  the
Director derived an improper personal benefit.  Article VII of the  Registrant's
Amended Certificate of Incorporation further provides that any repeal, amendment
or other modification of  Article VII will not  affect the liability or  alleged
liability of any Director of the  corporation then existing with respect to  any
state of facts then  or theretofore existing or  any action, suit or  proceeding
theretofore or thereafter brought or threatened  based in whole or in part  upon
any such state of facts.

     In addition to  the foregoing, the  Registrant has  entered into  indemnity
agreements with its executive officers and Directors.  The indemnity  agreements
provide that such persons will be indemnified to the fullest extent permitted by
law against all expenses (including attorneys' fees), judgments, fines,  amounts
paid or incurred by them for settlement  in any action or proceeding on  account
of their service as a Director or officer of the Registrant or of any subsidiary
of the  Registrant or  of any  other entity  in which  they are  serving at  the
request of the Registrant.

     The agreements bind the registrant to provide indemnification to Directors
and officers  whether or  not the  Registrant maintains  Directors and  officers
liability insurance coverage  and regardless of  any future changes  in the  By-
laws.  The protection to be afforded Directors and officers by the agreements is
broader than that provided under the indemnification provisions contained in the
By-laws, in  that  the  agreements expressly  provide  for  the  advancement  of
expenses and for indemnification with respect to amounts paid in settlements  of
derivative actions.

Item 7.   Exemption from Registration Claimed
          -----------------------------------
          Not applicable.

Item 8.   Exhibits
          --------
          See the Exhibit Index at Page E-1 of this Registration Statement.

Item 9.   Undertakings
          ------------
     A.   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.  Notwithstanding the foregoing,  any
                         increase or decrease in the volume of securities
                         offered (if the total  dollar  value  of securities
                         offered  would  not exceed that which was
                         registered) and any deviation from the low or high
                         and of the estimated maximum offering range  may
                         be reflected  in  the  form of  prospectus  filed
                         with the Commission pursuant to Rule 424(b) if, in
                         the aggregate, the changes in  volume  and  price
                         represent  no  more  than  20 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in  the
                         Registration Statement;

               (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  (a)(1)(i) and  (a)(1)(ii) do  not
apply if the Registration Statement is  on Form S-3, Form  S-8 or Form F-3,  and
the information required to be included  in a post-effective amendment by  those
paragraphs is  contained in  periodic reports  filed with  or furnished  to  the
Commission by the  registrant pursuant  to Section 13  or Section  15(d) of  the
Securities Exchange  Act of  1934  that are  incorporated  by reference  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.

          (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.

          (4)  If the Registrant is  a foreign private issuer,  to file a  post-
               effective amendment to the registration statement to include  any
               financial statements required by Rule 3-19 of this chapter at the
               start  of  any  delayed  offering  or  throughout  a   continuous
               offering.    Financial   statements  and  information   otherwise
               required by Section 10(a)(3) of the  Securities Act of 1933  need
               not be furnished, provided, that  the Registrant includes in  the
               prospectus, by  means of  a post-effective  amendment,  financial
               statements required pursuant to  this paragraph (a)(4) and  other
               information necessary to ensure that all other information in the
               prospectus is at least as current as the date of those  financial
               statements.   Notwithstanding  the  foregoing,  with  respect  to
               registration statements on Form  F-3, a post-effective  amendment
               need not be filed to include financial statements and information
               required by Section  10(a)(3) of the  Securities Act  of 1933  or
               Rule 3-19  of  this  chapter if  such  financial  statements  and
               information are  contained  in  periodic reports  filed  with  or
               furnished to the Commission by the Registrant pursuant to Section
               13 or Section 15(d) of the  Securities Exchange Act of 1934  that
               are incorporated by reference in the Form F-3.

     B.   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  Securities Exchange  Act  of 1934  (and,  where
          applicable, each filing  of an employee  benefit plan's annual  report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in  this Registration Statement shall  be
          deemed to be a new registration  statement relating to the  securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     C.   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  Securities Act of  1933
          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 Securities Act of 1933
          and will be governed by the final adjudication of such issue.


                                   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 TOWNSHIP OF MARLBOROUGH, STATE OF NEW JERSEY, ON THE 27TH  DAY
OF NOVEMBER, 1996.
                              HANDEX CORPORATION

                              By   /s/Curtis Lee Smith, Jr.
                                   ----------------------------------
                                   Curtis Lee Smith, Jr., Chairman of
                                   the Board of Directors and Chief
                                   Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
below, constitutes and appoints Curtis Lee  Smith, Jr., Thomas J. Bresnan,  John
T. St. James or Scott R. Wilson, or any one of them, his or her true and  lawful
attorneys-in-fact and agents, with full power of substitution for him or her and
his or her name, place and stead, in any and all capacities, to sign any or  all
amendments or post-effective amendments to  this Registration Statement, and  to
file the  same, with  all Exhibits  thereto and  other documents  in  connection
therewith, with  the  Securities and  Exchange  Commission, granting  unto  such
attorneys-in-fact and agents, or any one of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done  in
and about the premises, as fully  and to all intents and  purposes as he or  she
might or  could do  in person,  hereby ratifying  and confirming  all that  such
attorneys-in-fact and agents or any one of  them, or their or his substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

     PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THIS
REGISTRATION  STATEMENT  HAS  BEEN  SIGNED  BY  THE  FOLLOWING  PERSONS  IN  THE
CAPACITIES INDICATED AND ON THE 27TH DAY OF NOVEMBER, 1996.

     SIGNATURE                          TITLE
     ---------                          -----

/s/Curtis Lee Smith, Jr.           Chairman of the Board of
------------------------           Directors and Chief Executive
Curtis Lee Smith, Jr.              Officer (principal executive
                                   officer)

/s/John T. St. James               Senior Vice President, Treasurer and Chief
------------------------           Financial Officer (principal financial and
John T. St. James                  accounting officer)

/s/Stuart O. Smith                Director
------------------------
Stuart O. Smith


     SIGNATURE                          TITLE
     ---------                          -----

/s/Thomas J. Bresnan               Director
-----------------------
Thomas J. Bresnan


/s/David A. Goldfinger            Director
-----------------------
David A. Goldfinger


/s/William H. Heller             Director
-----------------------
William H. Heller


/s/Richard L. Osborne           Director
-----------------------
Richard L. Osborne


/s/Scott R. Wilson              Director
-----------------------
Scott R. Wilson
[{"type": "S-8", "sequence": "1", "description": "FORMS-8", "secsgml_size_bytes": 22519}]
{"company-data": {"conformed-name": "HANDEX ENVIRONMENTAL RECOVERY INC", "cik": "0000850414", "assigned-sic": "4955", "irs-number": "222941704", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16903", "film-number": "96673131"}, "business-address": {"street1": "500 CAMPUS DR", "city": "MORGANVILLE", "state": "NJ", "zip": "07751", "phone": "9085368500"}, "mail-address": {"street1": "CO JOHN ST JAMES", "street2": "500 CAMPUS DRIVE", "city": "MORGANVILLE", "state": "NJ", "zip": "07751"}}
{PRIVATE }
   As filed with the Securities and Exchange Commission on November 27, 1996
                             Registration No. 333-
--------------------------------------------------------------------------------
                                       -
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                               HANDEX CORPORATION
             (Exact name of registrant as specified in its charter)
          Delaware                                22-2941704
--------------------------------        ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)
                                500 Campus Drive
                         Morganville, New Jersey 07751
          (Address of principal executive offices, including zip code)
         -------------------------------------------------------------

                               HANDEX CORPORATION
                        KEY EMPLOYEES STOCK OPTION PLAN
                               HANDEX CORPORATION
                      OUTSIDE DIRECTORS STOCK OPTION PLAN

                           (Full title of the plans)
                       ----------------------------------
                                             Copy to:
Curtis Lee Smith, Jr.
Chairman and Chief Executive Officer         Scott R. Wilson, Esq.
Handex Corporation                           Calfee, Halter & Griswold
500 Campus Drive                             1400 McDonald Investment Center
Morganville, New Jersey 07751                800 Superior Avenue
(908) 536-8500                               Cleveland, Ohio  44114-2688
                                             (216) 622-8200
(Name, address and telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                   Proposed       Proposed
Title of                           maximum        maximum
securities           Amount        offering       aggregate       Amount of
to be                to be         price          offering        registration
registered           registered    per share (1)  price (1)       fee
-------------------------------------------------------------------------------

Common Stock,        630,000       $ 11.25        $7,087,500.00   $2,148.00
$.01 par value per   shares
share
--------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
          -----------------------------------------------

          The  following  documents  of  Handex  Corporation  (the   "Company"),
previously filed with the Securities  and Exchange Commission, are  incorporated
herein by reference:

          1.   The Company's  Annual Report  on Form  10-K for  the fiscal  year
               ended December 30, 1995;
          2.   The Company's Quarterly  Reports on  Form 10-Q  for the  quarters
               ending March 31, 1996, June 30, 1996 and September 30, 1996;
          3.   The Company's definitive Proxy Statement used in connection  with
               its Annual Meeting of Stockholders held on May 7, 1996; and
          4.   The Company's Form 8-A Registration Statement with respect to its
               shares of Common Stock.

          All documents filed by the Company pursuant to Sections 13(a),  13(c),
14 or  15(d) of  the Securities  Exchange Act  of 1934  after the  date of  this
Registration Statement, prior to the filing of a post-effective amendment  which
indicates that all securities  offered have been sold  or which deregisters  all
securities then  remaining  unsold,  shall  be  deemed  to  be  incorporated  by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities
          -------------------------
          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

     Section 145  of  the  Delaware  General  Corporation  Law  sets  forth  the
conditions and limitations governing the indemnification of officers,  directors
and other persons.  Section 145 provides that a corporation shall have the power
to indemnify any person  who was or  is a party  or is threatened  to be made  a
party to any  threatened, pending or  contemplated 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 was serving at  the
request of the  corporation in a  similar capacity with  another corporation  or
other entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection therewith if he acted in  good
faith and in a manner that he reasonably believed to be in the best interests of
the corporation.  With respect to a suit by or in the right of the  corporation,
indemnity may be provided to the foregoing persons under Section 145 on a  basis
similar to that set  forth above, except  that no indemnity  may be provided  in
respect of any claim, issue or matter as to which such person has been  adjudged
to be liable to the corporation unless and to the extent that the Delaware Court
of Chancery or the court  in which such action,  suit or proceeding was  brought
determines that despite  the adjudication of  liability but in  view of all  the
circumstances of the case such person is entitled to indemnity for such expenses
as the  court  deems proper.    Moreover,  Section 145  provides  for  mandatory
indemnification of a director, officer, employee or agent of the corporation  to
the extent that such person has been  successful in defense of any such  action,
suit or proceeding and provides that a   corporation may pay the expenses of  an
officer or director in defending an  action, suit or proceeding upon receipt  of
an undertaking to repay  such amounts if it  is ultimately determined that  such
person is not entitled  to be indemnified.   Section 145 establishes  provisions
for determining that  a given person  is entitled to  indemnification, and  also
provides that the indemnification  provided by or granted  under Section 145  is
not exclusive of  any rights to  indemnity or advancement  of expenses to  which
such person may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

     Article V of the  Registrant's By-laws provides that the  Registrant shall
indemnify, to the  fullest extent  permitted by  Delaware law,  any Director  or
officer who was or is a party or is threatened to be made a party to any action,
suit or proceeding by reason of  the fact that he or she,  or a person of he  or
she is  the  legal representative,  is  or was  a  Director or  officer  of  the
Registrant, or is or was serving at the request of the Registrant as a Director,
officer, partner,  trustee, employee  or agent  of another  entity, against  all
expenses, liabilities and losses  (including attorneys' fees, judgments,  fines,
ERISA excise  taxes  or penalties  or  amounts paid  in  settlement)  reasonably
incurred by such  person in connection  therewith.  In  addition, provisions  of
Article V of the Registrant's By-laws  provide for the advancement of  expenses,
including attorneys' fees, incurred by a  Director or officer of the  Registrant
in defending any proceeding for which indemnification is provided under  Article
V upon receipt  of an  undertaking to  repay such  amounts if  it is  ultimately
determined that he or she is not entitled to be indemnified by the Registrant as
authorized in  Article V.   In  addition, Article  V permits  the Registrant  to
maintain insurance, at its expense, to  protect itself and any of its  Directors
or officers  or  individuals serving  at  the request  of  the registrant  as  a
director, officer,  partner,  trustee,  employee or  agent  of  another  entity,
against any expense, liability or loss, whether or not the Registrant would have
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.

     Section  102  (b)   of  the  Delaware   General  Corporation  Law   permits
corporations to eliminate or limit the  personal liability of a director to  the
corporation  or  its  stockholders  for  monetary  damages  for  breach  of  the
director's duty of care.  Accordingly,  Article VII of the Registrant's  Amended
Certificate of Incorporation provides  that a Director  of the Registrant  shall
not be personally  liable to  the Registrant  or its  stockholders for  monetary
damages for breach of fiduciary  duty as a Director,   except for liability  (i)
for any breach  of the  Director's duty  of loyalty  to the  corporation or  its
stockholders, (ii)  for  acts or  omissions  not  in good  faith  which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which  the
Director derived an improper personal benefit.  Article VII of the  Registrant's
Amended Certificate of Incorporation further provides that any repeal, amendment
or other modification of  Article VII will not  affect the liability or  alleged
liability of any Director of the  corporation then existing with respect to  any
state of facts then  or theretofore existing or  any action, suit or  proceeding
theretofore or thereafter brought or threatened  based in whole or in part  upon
any such state of facts.

     In addition to  the foregoing, the  Registrant has  entered into  indemnity
agreements with its executive officers and Directors.  The indemnity  agreements
provide that such persons will be indemnified to the fullest extent permitted by
law against all expenses (including attorneys' fees), judgments, fines,  amounts
paid or incurred by them for settlement  in any action or proceeding on  account
of their service as a Director or officer of the Registrant or of any subsidiary
of the  Registrant or  of any  other entity  in which  they are  serving at  the
request of the Registrant.

     The agreements bind the registrant to provide indemnification to Directors
and officers  whether or  not the  Registrant maintains  Directors and  officers
liability insurance coverage  and regardless of  any future changes  in the  By-
laws.  The protection to be afforded Directors and officers by the agreements is
broader than that provided under the indemnification provisions contained in the
By-laws, in  that  the  agreements expressly  provide  for  the  advancement  of
expenses and for indemnification with respect to amounts paid in settlements  of
derivative actions.

Item 7.   Exemption from Registration Claimed
          -----------------------------------
          Not applicable.

Item 8.   Exhibits
          --------
          See the Exhibit Index at Page E-1 of this Registration Statement.

Item 9.   Undertakings
          ------------
     A.   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.  Notwithstanding the foregoing,  any
                         increase or decrease in the volume of securities
                         offered (if the total  dollar  value  of securities
                         offered  would  not exceed that which was
                         registered) and any deviation from the low or high
                         and of the estimated maximum offering range  may
                         be reflected  in  the  form of  prospectus  filed
                         with the Commission pursuant to Rule 424(b) if, in
                         the aggregate, the changes in  volume  and  price
                         represent  no  more  than  20 percent change in the
                         maximum aggregate offering price set forth in the
                         "Calculation of Registration Fee" table in  the
                         Registration Statement;

               (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  (a)(1)(i) and  (a)(1)(ii) do  not
apply if the Registration Statement is  on Form S-3, Form  S-8 or Form F-3,  and
the information required to be included  in a post-effective amendment by  those
paragraphs is  contained in  periodic reports  filed with  or furnished  to  the
Commission by the  registrant pursuant  to Section 13  or Section  15(d) of  the
Securities Exchange  Act of  1934  that are  incorporated  by reference  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.

          (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.

          (4)  If the Registrant is  a foreign private issuer,  to file a  post-
               effective amendment to the registration statement to include  any
               financial statements required by Rule 3-19 of this chapter at the
               start  of  any  delayed  offering  or  throughout  a   continuous
               offering.    Financial   statements  and  information   otherwise
               required by Section 10(a)(3) of the  Securities Act of 1933  need
               not be furnished, provided, that  the Registrant includes in  the
               prospectus, by  means of  a post-effective  amendment,  financial
               statements required pursuant to  this paragraph (a)(4) and  other
               information necessary to ensure that all other information in the
               prospectus is at least as current as the date of those  financial
               statements.   Notwithstanding  the  foregoing,  with  respect  to
               registration statements on Form  F-3, a post-effective  amendment
               need not be filed to include financial statements and information
               required by Section  10(a)(3) of the  Securities Act  of 1933  or
               Rule 3-19  of  this  chapter if  such  financial  statements  and
               information are  contained  in  periodic reports  filed  with  or
               furnished to the Commission by the Registrant pursuant to Section
               13 or Section 15(d) of the  Securities Exchange Act of 1934  that
               are incorporated by reference in the Form F-3.

     B.   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  Securities Exchange  Act  of 1934  (and,  where
          applicable, each filing  of an employee  benefit plan's annual  report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in  this Registration Statement shall  be
          deemed to be a new registration  statement relating to the  securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     C.   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  Securities Act of  1933
          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 Securities Act of 1933
          and will be governed by the final adjudication of such issue.

                                   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 TOWNSHIP OF MARLBOROUGH, STATE OF NEW JERSEY, ON THE 27TH  DAY
OF NOVEMBER, 1996.
                              HANDEX CORPORATION

                              By   /s/Curtis Lee Smith, Jr.
                                   ----------------------------------
                                   Curtis Lee Smith, Jr., Chairman of
                                   the Board of Directors and Chief
                                   Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
below, constitutes and appoints Curtis Lee  Smith, Jr., Thomas J. Bresnan,  John
T. St. James or Scott R. Wilson, or any one of them, his or her true and  lawful
attorneys-in-fact and agents, with full power of substitution for him or her and
his or her name, place and stead, in any and all capacities, to sign any or  all
amendments or post-effective amendments to  this Registration Statement, and  to
file the  same, with  all Exhibits  thereto and  other documents  in  connection
therewith, with  the  Securities and  Exchange  Commission, granting  unto  such
attorneys-in-fact and agents, or any one of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done  in
and about the premises, as fully  and to all intents and  purposes as he or  she
might or  could do  in person,  hereby ratifying  and confirming  all that  such
attorneys-in-fact and agents or any one of  them, or their or his substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

     PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THIS
REGISTRATION  STATEMENT  HAS  BEEN  SIGNED  BY  THE  FOLLOWING  PERSONS  IN  THE
CAPACITIES INDICATED AND ON THE 27TH DAY OF NOVEMBER, 1996.

     SIGNATURE                          TITLE
     ---------                          -----

/s/Curtis Lee Smith, Jr.           Chairman of the Board of
------------------------           Directors and Chief Executive
Curtis Lee Smith, Jr.              Officer (principal executive
                                   officer)

/s/John T. St. James               Senior Vice President, Treasurer and Chief
------------------------           Financial Officer (principal financial and
John T. St. James                  accounting officer)

/s/Stuart O. Smith                Director
------------------------
Stuart O. Smith

     SIGNATURE                          TITLE
     ---------                          -----

/s/Thomas J. Bresnan               Director
-----------------------
Thomas J. Bresnan

/s/David A. Goldfinger            Director
-----------------------
David A. Goldfinger

/s/William H. Heller             Director
-----------------------
William H. Heller

/s/Richard L. Osborne           Director
-----------------------
Richard L. Osborne

/s/Scott R. Wilson              Director
-----------------------
Scott R. Wilson