As filed with the Securities and Exchange Commission on April 24, 1998


                                         Registration Statement No. 33-

                       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
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>

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

 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
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
   <C>                             <C>                      <C>                       <C>
   Common Stock ,                  1,000,418 shares         $1.40625(2)               $1,406,837.81           [1,616.00]
   $.01 par value per share            1,000                 2.1875                        2,187.50
                                       5,000                 3.7500                       18,750.00
                                       1,000                 3.1250                        3,125.00
                                      22,000                 1.8750                       41,250.00
                                      13,480                 2.1850                       29,453.80
                                      12,000                 1.4060                       16,872.00
                                      25,000                  .7500                       18,750.00
                                     570,102                 6.91(3)                   3,939,404.82
                                   -----------                                         ------------
                                   1,650,000 shares(4)                                 5,476,630.93
                                    shares(4)                                        

</TABLE>




<PAGE>




(1)      Plus such  additional  number of shares as may be required  pursuant to
         the  1995  Stock  Option  and  Incentive  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)      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 Small Cap market on April 24, 1998.

(4)      Includes  1,400,000 shares and 250,000 shares to be offered pursuant to
         the Amended and Restated 1995 Stock Option and  Incentive  Plan and the
         Amended and Restated 1995 Stock Option Plan for Non-Employee Directors,
         respectively.



<PAGE>


--------------------------------------------------------------------------------
                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

         Waste Systems International, Inc. (the "Company") hereby incorporates 
by reference the documents listed in (a) through (c) below, which have 
previously been filed with the Securities and Exchange Commission.

         (a)   The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1997,

         (b)   all other reports filed with the Securities and Exchange 
Commission by the Company pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 since December 31, 1997; and

         (c)   the  description of the Company's  Common Stock  contained in the
Registrant's  Registration  Statement on Form 8-A filed with the  Securities and
Exchange Commission on or about April 27, 1995, under Section 12 of the Exchange
Act and any  amendments  and  reports  filed for the  purpose of  updating  such
description.

         In addition,  all documents  subsequently filed with the Securities and
Exchange  Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then 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.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent  that a  statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.


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  (the  "DGCL")
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement  in respect of or in  successful  defense of any action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

          The Company has obtained  directors' and officers' insurance providing
benefits aggregating $5 million. In addition,  Article X of the Company's Second
Amended and Restated  Certificate of Incorporation (the "Charter") provides that
directors or officers of the Company, or others serving as a director or officer
of another  corporation  at the request of the Company,  shall be indemnified to
the fullest extent  permitted by the DGCL.  Article X further  provides that the
indemnification  rights provided by such Article X shall not be deemed exclusive
of any other rights to which those  indemnified  may be entitled  under any law,
agreement or vote of  stockholders  or  disinterested  directors  or  otherwise.
Article VII of the Charter further provides that no director shall be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary  duty by such  person as a  director,  except to the  extent  that the
elimination  or limitation  of liability is not  permitted  under the DGCL as in
effect when such liability is determined. Any amendment or repeal of Article VII
by the  stockholders or an amendment to the DGCL shall not adversely  affect any
right or protection under such Article existing at the time of such amendment or
repeal with respect to any act or omission  occurring prior to such amendment or
repeal  of a person  serving  as a  director  at the time of such  amendment  or
repeal.



<PAGE>




         Article V of the  Company's  By-laws  provides  that present and former
directors and officers of the Company shall be indemnified by the Company to the
fullest  extent  authorized by the DGCL, as the same exists or may in the future
be amended to provide for broader  indemnification  rights,  against any and all
reasonable  expenses or liability  incurred in connection  with any  threatened,
pending or completed legal  proceeding in which any such person is involved as a
result of serving or having served as a director or officer of the Company, as a
director or officer of any subsidiary of the Company,  or acting or having acted
in any capacity with any other entity at the written request or direction of the
Company,  in each case if such person  acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
Company,  and with respect to criminal actions or proceedings,  that such person
had no reasonable cause to believe his or her conduct was unlawful.  The By-laws
provide that any  indemnification  extended to an officer  pursuant to Article V
shall  include the  reimbursement  of expenses by the Company prior to the final
disposition  of the  proceeding  upon  the  receipt  of an  undertaking  by such
indemnified  person  to  repay  such  payment  if it  is  determined  that  such
indemnified  person is not entitled to such  reimbursement.  The By-laws further
provide that the previously described provisions of Article V are deemed to be a
contract  between the Company and each  director and officer.  In addition,  the
By-laws provide that the provisions with respect to indemnification  and payment
of expenses incurred in defending a covered proceeding shall not be exclusive of
any right  which any person may have or  hereafter  acquire  under any  statute,
provision of the Charter or the By-laws,  agreement, vote of the stockholders or
disinterested directors or otherwise.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


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 Peat Marwick LLP, Independent Accountants.
       24.1       Powers of Attorney (included in signature page on page 4 
                  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;

                                    (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 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 effective 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;



<PAGE>



                  provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
                  herein do not apply if 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  undersigned  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;
                  and

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

         (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 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
                  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.

         (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, 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 and will be governed by the final 
                  adjudication of such issue.



<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 __
of April, 1998.

                                              WASTE SYSTEMS INTERNATIONAL, INC.

                                              By: /s/ Robert Rivkin
                                                  ------------------
                                                 Robert Rivkin
                                                 Vice President, 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        April 24, 1998
--------------------         Executive Officer (Principal
    Philip Strauss           Executive Officer)
                                                    

/s/ Robert Rivkin            Vice President, Chief Financial      April 24, 1998
--------------------         Officer, Secretary and Treasurer
    Robert Rivkin            (Principal Financial and
                             Accounting Officer)            
                                                    

/s/ Jay Matulich             Director                             April 24, 1998
--------------------
    Jay Matulich


/s/ David Breazzano          Director                             April 24, 1998
--------------------
    David Breazzano


/s/ Charles Johnston         Director                             April 24, 1998
--------------------
    Charles Johnston


/s/ Judy Mencher             Director                             April 24, 1998
--------------------
    Judy Mencher


/s/ William Philipbar        Director                             April 24, 1998
---------------------
    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 Peat Marwick LLP, Independent Accountants.

24.1    Powers of Attorney (included on page 4 of this Registration statement).










<PAGE>


Exhibit 5.1



                                 April 20, 1998


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 1,650,000
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;  the Waste  Systems  International,  Inc.  Amended  and
Restated  1995 Stock  Option and  Incentive  Plan;  and the Amended and Restated
Waste  Systems  International,  Inc.  1995 Stock  Option  Plan for  Non-Employee
Directors (the "Plans"). 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 Plans,  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 and the Waste  Systems  International,  Inc.
Amended and Restated 1995 Stock Option Plan for  Non-Employee  Directors on Form
S-8 of our report dated March 26, 1998, on our audits of the consolidated 
financial statements of Waste Systems International, Inc. as of December  31,  
1997 and 1996,  and for each of the years in the three-year period ended 
December 31, 1997, which report is included in the 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 raises 
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
April 23, 1998
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 26934}]
{"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": "333-50955", "film-number": "98600637"}, "business-address": {"street1": "10 FAWCETT ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02138", "phone": "6174974500"}, "mail-address": {"street1": "10 FAWCETT ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02138"}, "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 April 24, 1998

                                         Registration Statement No. 33-

                       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
                                 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 ,                  1,000,418 shares         $1.40625(2)               $1,406,837.81           [1,616.00]
   $.01 par value per share            1,000                 2.1875                        2,187.50
                                       5,000                 3.7500                       18,750.00
                                       1,000                 3.1250                        3,125.00
                                      22,000                 1.8750                       41,250.00
                                      13,480                 2.1850                       29,453.80
                                      12,000                 1.4060                       16,872.00
                                      25,000                  .7500                       18,750.00
                                     570,102                 6.91(3)                   3,939,404.82
                                   -----------                                         ------------
                                   1,650,000 shares(4)                                 5,476,630.93
                                    shares(4)
(1)      Plus such  additional  number of shares as may be required  pursuant to
         the  1995  Stock  Option  and  Incentive  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)      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 Small Cap market on April 24, 1998.

(4)      Includes  1,400,000 shares and 250,000 shares to be offered pursuant to
         the Amended and Restated 1995 Stock Option and  Incentive  Plan and the
         Amended and Restated 1995 Stock Option Plan for Non-Employee Directors,
         respectively.
--------------------------------------------------------------------------------
                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         Waste Systems International, Inc. (the "Company") hereby incorporates 
by reference the documents listed in (a) through (c) below, which have 
previously been filed with the Securities and Exchange Commission.

         (a)   The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1997,

         (b)   all other reports filed with the Securities and Exchange 
Commission by the Company pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 since December 31, 1997; and

         (c)   the  description of the Company's  Common Stock  contained in the
Registrant's  Registration  Statement on Form 8-A filed with the  Securities and
Exchange Commission on or about April 27, 1995, under Section 12 of the Exchange
Act and any  amendments  and  reports  filed for the  purpose of  updating  such
description.

         In addition,  all documents  subsequently filed with the Securities and
Exchange  Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then 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.  Any  statement
contained in a document  incorporated by reference  herein shall be deemed to be
modified  or  superseded  for  purposes  hereof to the extent  that a  statement
contained  herein  or  in  any   subsequently   filed  document  which  also  is
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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  (the  "DGCL")
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement  in respect of or in  successful  defense of any action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

          The Company has obtained  directors' and officers' insurance providing
benefits aggregating $5 million. In addition,  Article X of the Company's Second
Amended and Restated  Certificate of Incorporation (the "Charter") provides that
directors or officers of the Company, or others serving as a director or officer
of another  corporation  at the request of the Company,  shall be indemnified to
the fullest extent  permitted by the DGCL.  Article X further  provides that the
indemnification  rights provided by such Article X shall not be deemed exclusive
of any other rights to which those  indemnified  may be entitled  under any law,
agreement or vote of  stockholders  or  disinterested  directors  or  otherwise.
Article VII of the Charter further provides that no director shall be personally
liable to the Company or its stockholders for monetary damages for any breach of
fiduciary  duty by such  person as a  director,  except to the  extent  that the
elimination  or limitation  of liability is not  permitted  under the DGCL as in
effect when such liability is determined. Any amendment or repeal of Article VII
by the  stockholders or an amendment to the DGCL shall not adversely  affect any
right or protection under such Article existing at the time of such amendment or
repeal with respect to any act or omission  occurring prior to such amendment or
repeal  of a person  serving  as a  director  at the time of such  amendment  or
repeal.
Article V of the  Company's  By-laws  provides  that present and former
directors and officers of the Company shall be indemnified by the Company to the
fullest  extent  authorized by the DGCL, as the same exists or may in the future
be amended to provide for broader  indemnification  rights,  against any and all
reasonable  expenses or liability  incurred in connection  with any  threatened,
pending or completed legal  proceeding in which any such person is involved as a
result of serving or having served as a director or officer of the Company, as a
director or officer of any subsidiary of the Company,  or acting or having acted
in any capacity with any other entity at the written request or direction of the
Company,  in each case if such person  acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
Company,  and with respect to criminal actions or proceedings,  that such person
had no reasonable cause to believe his or her conduct was unlawful.  The By-laws
provide that any  indemnification  extended to an officer  pursuant to Article V
shall  include the  reimbursement  of expenses by the Company prior to the final
disposition  of the  proceeding  upon  the  receipt  of an  undertaking  by such
indemnified  person  to  repay  such  payment  if it  is  determined  that  such
indemnified  person is not entitled to such  reimbursement.  The By-laws further
provide that the previously described provisions of Article V are deemed to be a
contract  between the Company and each  director and officer.  In addition,  the
By-laws provide that the provisions with respect to indemnification  and payment
of expenses incurred in defending a covered proceeding shall not be exclusive of
any right  which any person may have or  hereafter  acquire  under any  statute,
provision of the Charter or the By-laws,  agreement, vote of the stockholders or
disinterested directors or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

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 Peat Marwick LLP, Independent Accountants.
       24.1       Powers of Attorney (included in signature page on page 4 
                  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;

                                    (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 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 effective 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  (a)(1)(i) and (a)(1)(ii)
                  herein do not apply if 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  undersigned  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;
                  and

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

         (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 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
                  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.

         (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, 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 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 Town of Lexington,  Commonwealth of Massachusetts, on this __
of April, 1998.

                                              WASTE SYSTEMS INTERNATIONAL, INC.

                                              By: /s/ Robert Rivkin
                                                  ------------------
                                                 Robert Rivkin
                                                 Vice President, 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        April 24, 1998
--------------------         Executive Officer (Principal
    Philip Strauss           Executive Officer)
                                                    

/s/ Robert Rivkin            Vice President, Chief Financial      April 24, 1998
--------------------         Officer, Secretary and Treasurer
    Robert Rivkin            (Principal Financial and
                             Accounting Officer)            
                                                    

/s/ Jay Matulich             Director                             April 24, 1998
--------------------
    Jay Matulich

/s/ David Breazzano          Director                             April 24, 1998
--------------------
    David Breazzano

/s/ Charles Johnston         Director                             April 24, 1998
--------------------
    Charles Johnston

/s/ Judy Mencher             Director                             April 24, 1998
--------------------
    Judy Mencher

/s/ William Philipbar        Director                             April 24, 1998
---------------------
    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 Peat Marwick LLP, Independent Accountants.

24.1    Powers of Attorney (included on page 4 of this Registration statement).
Exhibit 5.1

                                 April 20, 1998

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 1,650,000
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;  the Waste  Systems  International,  Inc.  Amended  and
Restated  1995 Stock  Option and  Incentive  Plan;  and the Amended and Restated
Waste  Systems  International,  Inc.  1995 Stock  Option  Plan for  Non-Employee
Directors (the "Plans"). 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 Plans,  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 and the Waste  Systems  International,  Inc.
Amended and Restated 1995 Stock Option Plan for  Non-Employee  Directors on Form
S-8 of our report dated March 26, 1998, on our audits of the consolidated 
financial statements of Waste Systems International, Inc. as of December  31,  
1997 and 1996,  and for each of the years in the three-year period ended 
December 31, 1997, which report is included in the 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 raises 
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
April 23, 1998