As filed with the Securities and Exchange Commission on 
                          February 23, 1999 
                     Registration No. ___________

                   SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C.  20549


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

                        WASTEMASTERS, INC.
       (Exact Name of Registrant as Specified in Its Charter)

         Maryland                                   52-1507818
(State of Incorporation)                     (I.R.S. Employer ID No.)

            1117 Perimeter Center West, Suite 500 East, 
                      Atlanta, Georgia 30338
                         (404) 888-0158
                (Address and Telephone Number of 
                   Principal Executive Offices)

       1999 Employee, Consultant and Advisor Stock Compensation Plan
                      (Full title of the plan)

                    Michael J. Smith, President
                         WasteMasters, Inc.
             1117 Perimeter Center West, Suite 500 East
                      Atlanta, Georgia 30338
                     Telephone: (404) 888-0158
             (Name and address of agent for service)

                           COPIES TO:
                   Robert J. Mottern, Esq.
              Mottern, Fisher & Rosenthal, P.C.
            2300 Northlake Centre Drive, Suite 200
                      Tucker, Georgia 30084
                   Telephone: (770) 496-4565

========================================================================
                    CALCULATION OF REGISTRATION FEE
========================================================================
  Title of      Amount to be      Proposed      Proposed     Amount of 
 Securities      Registered       Maximum       Maximum     Registration 
   to be                          Offering      Aggregate      Fee  
 Registered                       Price Per     Offering 
                                  Share(1)      Price 
 ----------    -------------      ---------    ----------   ------------ 
 Common          5,000,000         $0.3125     $1,562,500     $434.38 
 Stock             shares 

(1)   Calculated based on Rule 457 under the Securities Act of 1933, as 
amended, solely for the purposes of calculating the registration fee and 
based upon the closing bid price of the Common Stock as reported through 
the NASDAQ SmallCap Market on February 22, 1999.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, 
this Registration Statement also covers an indeterminate number of shares 
of Common Stock to be offered and sold pursuant to the antidilution 
provides of the 1999 Employee, Consultant and Advisor Stock Compensation 
Plan.

<PAGE>

                            PART I

ITEM I.     Plan Information. 

Not required to be filed with this Registration Statement.

ITEM 2.     Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

<PAGE>

                             PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      Incorporation of Documents by Reference.


The following documents are incorporated by reference in this 
registration statement:

(a)Registrant's Annual Report on Form 10-KSB for the fiscal year ended 
December 31, 1997, filed pursuant to Section 13(a) of the Securities 
Exchange Act of 1934, as amended; 

(b)Registrant's Quarterly Reports on Form 10-QSB for the quarters ended 
March 31, 1998, June 30, 1998 and September 30, 1998; 

(c)all other reports, if any, filed by the Registrant pursuant to Section 
13(a) of the Securities Exchange Act of 1934 since the end of the fiscal 
year ended December 31, 1997.

(d)from the date of filing of such documents, all documents filed by the 
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, as amended, after the date of this 
Registration Statement and before the filing of a post-effective 
amendment to this Registration Statement that indicates that all 
securities covered by the Registration Statement have been sold or that 
deregisters all securities covered by the Registration Statement then 
remaining unsold. 

ITEM 4.      Description of Securities.

     The Common Stock to be offered is registered under Section 12 of the 
Securities Exchange Act of 1934.

ITEM 5.      Interests of Named Experts and Counsel.

     Counsel for the Registrant, Mottern, Fisher & Rosenthal, P.C., has 
rendered an opinion to the effect that the Common Stock offered hereby, 
if and when issued in accordance with the Plan, will have been validly 
issued, fully paid, and nonassessable.  Mottern, Fisher & Rosenthal, P.C. 
expects that it may be offered shares registered under this Registration 
Statement in payment of the Registrant's obligations to the firm. 

ITEM 6.      Indemnification of Directors and Officers. 

     Section 2-418 of the Maryland General Corporation Law provides that 
a corporation may indemnify its directors or officers and may purchase 
and maintain liability insurance for those persons as and to the extent 
permitted thereby.

     Article V of the By-Laws of the Company provides for indemnification 
of the Registrant's directors and officers in connection with the defense 
of any litigation to which they may be a party because they were 
directors or officers of the Registrant except where the director or 
officer has been adjudged liable to the Registrant for negligent or 
misconduct in the performance of his or her duties. 

     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Company pursuant to the Maryland General 
Corporation Law, the Registrant's Certificate of Incorporation, the 
Registrant's By-Laws or any indemnification agreements of the Registrant 
with its directors and officers, the Registrant has been informed 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.

ITEM 7.      Exemption from Registration Claimed. 

     Not applicable.

ITEM 8.      Exhibits.
Exhibit No.                     Exhibit

4.1               WasteMasters, Inc. 1999 Employee, Consultant and 
                  Advisor Stock Compensation Plan

4.2               Form of Stock Payment Agreement under 1999 Employee,
                  Consultant and Advisor Stock Compensation Plan

5                 Opinion re Legality

23.1              Consent of Turner, Jones & Associates, P.C. to the use 
                  of its opinion included in the Annual Report of the 
                  Registrant on Form 10-KSB for the fiscal year ended 
                  December 31, 1997.

23.2              Consent of Mottern, Fisher & Rosenthal, P.C. to the 
                  filing of its opinion with respect to the legality of 
                  the securities being registered hereby (included in 
                  Exhibit No. 5)

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;

         (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.

(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 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 Act and is, therefore, 
unenforceable. In the event that a claim for indemnification against such 
liabilities (other than the payment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in connection 
with the securities being registered, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the  question 
whether such indemnification by it is against public policy as  expressed 
in the Act and will be governed by the final adjudication of such  issue.

<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 City of Atlanta, State of 
Georgia, on February 22, 1999.

                                   WASTEMASTERS, INC.

                                   By:  /s/ Leon Blaser
                                        Leon Blaser 
                                        President

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


Signature                   Title                          Date 


/s/ Leon Blaser         Chairman and Chief          February 22, 1999
                        Executive Officer


/s/ Michael J. Smith    Director and President      February 22, 1999



/s/ Douglas Holsted     Director, Secretary and     February 22, 1999
                        Chief Financial Officer
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{"company-data": {"conformed-name": "WASTEMASTERS INC", "cik": "0000748055", "assigned-sic": "5090", "irs-number": "521507818", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72795", "film-number": "99547667"}, "business-address": {"street1": "1117 PERIMETER CENTER WEST", "street2": "STE 500 EAST", "city": "ATLANTA", "state": "GA", "zip": "30338", "phone": "4048880158"}, "mail-address": {"street1": "1117 PERIMETER CENTER WEST", "street2": "STE 500 EAST", "city": "ATLANTA", "state": "GA", "zip": "30338"}, "former-company": {"former-conformed-name": "TOXICOM TECHNOLOGIES INC", "date-changed": "19900208"}}
As filed with the Securities and Exchange Commission on 
                          February 23, 1999 
                     Registration No. ___________

                   SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C.  20549

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

                        WASTEMASTERS, INC.
       (Exact Name of Registrant as Specified in Its Charter)

         Maryland                                   52-1507818
(State of Incorporation)                     (I.R.S. Employer ID No.)

            1117 Perimeter Center West, Suite 500 East, 
                      Atlanta, Georgia 30338
                         (404) 888-0158
                (Address and Telephone Number of 
                   Principal Executive Offices)

       1999 Employee, Consultant and Advisor Stock Compensation Plan
                      (Full title of the plan)

                    Michael J. Smith, President
                         WasteMasters, Inc.
             1117 Perimeter Center West, Suite 500 East
                      Atlanta, Georgia 30338
                     Telephone: (404) 888-0158
             (Name and address of agent for service)

                           COPIES TO:
                   Robert J. Mottern, Esq.
              Mottern, Fisher & Rosenthal, P.C.
            2300 Northlake Centre Drive, Suite 200
                      Tucker, Georgia 30084
                   Telephone: (770) 496-4565

========================================================================
                    CALCULATION OF REGISTRATION FEE
========================================================================
  Title of      Amount to be      Proposed      Proposed     Amount of 
 Securities      Registered       Maximum       Maximum     Registration 
   to be                          Offering      Aggregate      Fee  
 Registered                       Price Per     Offering 
                                  Share(1)      Price 
 ----------    -------------      ---------    ----------   ------------ 
 Common          5,000,000         $0.3125     $1,562,500     $434.38 
 Stock             shares 

(1)   Calculated based on Rule 457 under the Securities Act of 1933, as 
amended, solely for the purposes of calculating the registration fee and 
based upon the closing bid price of the Common Stock as reported through 
the NASDAQ SmallCap Market on February 22, 1999.

(2)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, 
this Registration Statement also covers an indeterminate number of shares 
of Common Stock to be offered and sold pursuant to the antidilution 
provides of the 1999 Employee, Consultant and Advisor Stock Compensation 
Plan.
PART I

ITEM I.     Plan Information. 

Not required to be filed with this Registration Statement.

ITEM 2.     Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      Incorporation of Documents by Reference.

The following documents are incorporated by reference in this 
registration statement:

(a)Registrant's Annual Report on Form 10-KSB for the fiscal year ended 
December 31, 1997, filed pursuant to Section 13(a) of the Securities 
Exchange Act of 1934, as amended; 

(b)Registrant's Quarterly Reports on Form 10-QSB for the quarters ended 
March 31, 1998, June 30, 1998 and September 30, 1998; 

(c)all other reports, if any, filed by the Registrant pursuant to Section 
13(a) of the Securities Exchange Act of 1934 since the end of the fiscal 
year ended December 31, 1997.

(d)from the date of filing of such documents, all documents filed by the 
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934, as amended, after the date of this 
Registration Statement and before the filing of a post-effective 
amendment to this Registration Statement that indicates that all 
securities covered by the Registration Statement have been sold or that 
deregisters all securities covered by the Registration Statement then 
remaining unsold. 

ITEM 4.      Description of Securities.

     The Common Stock to be offered is registered under Section 12 of the 
Securities Exchange Act of 1934.

ITEM 5.      Interests of Named Experts and Counsel.

     Counsel for the Registrant, Mottern, Fisher & Rosenthal, P.C., has 
rendered an opinion to the effect that the Common Stock offered hereby, 
if and when issued in accordance with the Plan, will have been validly 
issued, fully paid, and nonassessable.  Mottern, Fisher & Rosenthal, P.C. 
expects that it may be offered shares registered under this Registration 
Statement in payment of the Registrant's obligations to the firm. 

ITEM 6.      Indemnification of Directors and Officers. 

     Section 2-418 of the Maryland General Corporation Law provides that 
a corporation may indemnify its directors or officers and may purchase 
and maintain liability insurance for those persons as and to the extent 
permitted thereby.

     Article V of the By-Laws of the Company provides for indemnification 
of the Registrant's directors and officers in connection with the defense 
of any litigation to which they may be a party because they were 
directors or officers of the Registrant except where the director or 
officer has been adjudged liable to the Registrant for negligent or 
misconduct in the performance of his or her duties. 

     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the Company pursuant to the Maryland General 
Corporation Law, the Registrant's Certificate of Incorporation, the 
Registrant's By-Laws or any indemnification agreements of the Registrant 
with its directors and officers, the Registrant has been informed 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.

ITEM 7.      Exemption from Registration Claimed. 

     Not applicable.

ITEM 8.      Exhibits.
Exhibit No.                     Exhibit

4.1               WasteMasters, Inc. 1999 Employee, Consultant and 
                  Advisor Stock Compensation Plan

4.2               Form of Stock Payment Agreement under 1999 Employee,
                  Consultant and Advisor Stock Compensation Plan

5                 Opinion re Legality

23.1              Consent of Turner, Jones & Associates, P.C. to the use 
                  of its opinion included in the Annual Report of the 
                  Registrant on Form 10-KSB for the fiscal year ended 
                  December 31, 1997.

23.2              Consent of Mottern, Fisher & Rosenthal, P.C. to the 
                  filing of its opinion with respect to the legality of 
                  the securities being registered hereby (included in 
                  Exhibit No. 5)

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;

         (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.

(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 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 Act and is, therefore, 
unenforceable. In the event that a claim for indemnification against such 
liabilities (other than the payment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
Registrant in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in connection 
with the securities being registered, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the  question 
whether such indemnification by it is against public policy as  expressed 
in the Act and will be governed by the final adjudication of such  issue.
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 City of Atlanta, State of 
Georgia, on February 22, 1999.

                                   WASTEMASTERS, INC.

                                   By:  /s/ Leon Blaser
                                        Leon Blaser 
                                        President

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

Signature                   Title                          Date 

/s/ Leon Blaser         Chairman and Chief          February 22, 1999
                        Executive Officer

/s/ Michael J. Smith    Director and President      February 22, 1999

/s/ Douglas Holsted     Director, Secretary and     February 22, 1999
                        Chief Financial Officer