As filed with the Securities and Exchange Commission on August 5, 1999

                         Registration Statement No. 333-



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

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

                        WASTE SYSTEMS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                             95-420366
(State of incorporation)                 (I.R.S. Employer Identification Number)

                          420 Bedford Street, Suite 300
                         Lexington, Massachusetts 02420
                                 (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

                            (Full Title of the Plan)



                                PHILIP W. STRAUSS
                 Chairman, Chief Executive Officer and President
                        WASTE SYSTEMS INTERNATIONAL, INC.
                          420 Bedford Street, Suite 300
                         Lexington, Massachusetts 02420
                                 (781) 862-3000

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

                             Thomas P. Storer, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                           Boston, Massachusetts 02109
                                 (617) 570-1000
                          ----------------------------

                                           CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                            <C>                    <C>                       <C>                       <C>

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

 Title of Securities to be         Amount to be           Proposed Maximum          Proposed Maximum          Amount of
         Registered               Registered (1)      Offering Price Per Share  Aggregate Offering Price  Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
----------------------------- ----------------------- ------------------------- ------------------------- ==================

Common Stock, par value           225,768 shares             $4.25 (2)                 $ 959,514              $ 266.75
$.01 per share
                                  788,218 shares             $6.44 (3)                 $5,076,123             $1,411.16
----------------------------- ----------------------- ------------------------- ------------------------- ==================
----------------------------- ----------------------- ------------------------- ------------------------- ==================

Total                            1,013,986 shares                --                    $6,035,637             $1,677.91
----------------------------- ----------------------- ------------------------- ------------------------- ==================
</TABLE>

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

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

(3)      This  estimate  is made  pursuant  to Rule  457(c)  and (h)  under  the
         Securities Act, solely for purposes of determining the registration fee
         based on the average of the high and low prices of the Issuer's  Common
         Stock on the Nasdaq SmallCap market on August 2, 1999.




<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         In accordance  with General  Instruction E to Form S-8, the contents of
the following  document filed by Waste Systems  International,  Inc., a Delaware
corporation  ("the  Company"),  with the Securities and Exchange  Commission are
incorporated herein by reference:  the Company's Registration Statements on Form
S-8 filed on April 24, 1998 (File No.  333-50955) and January 21, 1999 (File No.
333-70889)  relating  to the  Waste  Systems  International,  Inc.  Amended  and
Restated  1995 Stock Option and  Incentive  Plan (the  "Employee  Plan") and the
Waste Systems  International,  Inc.  Amended and Restated 1995 Stock Option Plan
for  Non-Employee  Directors.  This  Registration  Statement  is being  filed to
register an  additional  1,013,986  shares of common  stock  subject to issuance
under the Employee Plan.

Item 8.  Exhibits.

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


  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 their
                      opinion filed as Exhibit 5.1 hereto).

     23.2             Consent of KPMG LLP, Independent Public Accountants.

     24.1             Power of Attorney (included on the signature page of this
                      registration statement).

<PAGE>



                                                     SIGNATURES

Pursuant to the  requirements  of Securities Act, the registrant 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 4th day of August, 1999.

                        WASTE SYSTEMS INTERNATIONAL, INC.

                        By:      /s/     Robert Rivkin
                           Robert Rivkin
                           Executive Vice President_Acquisitions,
                           Chief Financial Officer, Secretary, Treasurer and
                           Director
                          (Principal Financial and Accounting Officer)


<PAGE>


                                                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
directors of Waste Systems International,  Inc. hereby constitute Robert Rivkin,
our true and  lawful  attorney  with full power to him 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 attorney,  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 of the Board     August 4, 1999
----------------------------------
Philip Strauss                         and Chief Executive Officer
                                       and President
                                       (Principal Executive Officer)


     /s/   Robert Rivkin               Executive Vice President  August 4, 1999
----------------------------------
Robert Rivkin                          Acquisitions, Chief Financial
                                       Officer, Secretary, Treasurer
                                       and Director
                                    (Principal Financial and Accounting Officer)


     /s/   Jay J. Matulich             Director                  August 4, 1999
----------------------------------
Jay J. Matulich


     /s/   David J. Breazzano          Director                  August 4, 1999
----------------------------------
David J. Breazzano


     /s/   Charles Johnston            Director                  August 4, 1999
----------------------------------
Charles Johnston


     /s/   Judy K. Mencher             Director                  August 4, 1999
----------------------------------
Judy K. Mencher


     /s/   William B. Philipbar        Director                  August 4, 1999
----------------------------------
William B. 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 their
                      opinion filed as Exhibit 5.1 hereto).

     23.2             Consent of KPMG LLP, Independent Public Accountants.

     24.1             Power of Attorney (included on the signature page of this
                      registration statement).


<PAGE>


                                                              Exhibit 5.1






                                                   August 4, 1999


Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02420


    Re:  Legality of Securities to be Registered under Registration Statement on
         Form S-8 Pursuant to Waste Systems, Inc.'s 1995 Stock Option and
         Incentive Plan, as amended.

Ladies and Gentlemen:

         This opinion is  delivered in our capacity as counsel to Waste  Systems
International,  Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  of a registration
statement  on Form S-8 (the  "Registration  Statement")  relating  to  1,013,986
shares of the Company's  common stock, par value $.01 per share (the "Registered
Shares"),  which may be issued  pursuant to the Company's  1995 Stock Option and
Incentive Plan, as amended (the "Plan").

         As counsel for the Company,  we have examined  copies of the Plan,  the
Registration   Statement,   and  the  Company's   Second  Amended  and  Restated
Certificate  of  Incorporation,  as amended,  and By-laws,  each as presently in
effect,  such  records of the  corporate  proceedings  of the Company as we have
deemed to be material and such other certificates,  receipts, records, and other
documents as we have deemed  necessary or  appropriate  for the purposes of this
opinion.

         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  and the  Commonwealth  of
Massachusetts,  and also  express  no  opinion  with  respect to the blue sky or
securities laws of any state, including Massachusetts.


<PAGE>




Waste Systems International, Inc.
August 4, 1999
Page 2


         Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plans,  the Registered
Shares will be duly authorized, validly issued, fully paid and non-assessable by
the Company under the Delaware General Corporation Law.

         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 being  named as  counsel  to the  Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.


                                            Very truly yours,

                                             /s/ Goodwin, Procter & Hoar  LLP

                                             GOODWIN, PROCTER & HOAR  LLP





<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We  consent  to the  incorporation  by  reference  in the  registration
statement pertaining to the Waste Systems  International,  Inc. 1995 Amended and
Restated Stock Option and Incentive Plan, as amended,  on Form S-8 of our report
dated March 26, 1998, on our audits of the financial statements of Waste Systems
International,  Inc. (formerly BioSafe  International,  Inc.) as of December 31,
1997,  which  report is  included in the 1997  Annual  Report on Form 10-K.  Our
report dated March 26, 1998 includes an  explanatory  paragraph that states that
the Company must raise substantial  additional  capital and must achieve a level
of revenues  adequate to support its cost  structure,  which 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.


                                                        /s/ KPMG LLP

                                                        KPMG LLP

Boston, Massachusetts
August 4, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14383}]
{"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": "333-84645", "film-number": "99679432"}, "business-address": {"street1": "420 BEDFORD STREET", "street2": "SUITE 300", "city": "LEXINGTON", "state": "MA", "zip": "02173", "phone": "7818623000"}, "mail-address": {"street1": "420 BEDFORD STREET", "street2": "SUITE 300", "city": "LEXINGTON", "state": "MA", "zip": "02173"}, "former-company": [{"former-conformed-name": "BIOSAFE INTERNATIONAL INC", "date-changed": "19950504"}, {"former-conformed-name": "ZOE CAPITAL CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on August 5, 1999

                         Registration Statement No. 333-

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

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

                        WASTE SYSTEMS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                             95-420366
(State of incorporation)                 (I.R.S. Employer Identification Number)

                          420 Bedford Street, Suite 300
                         Lexington, Massachusetts 02420
                                 (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

                            (Full Title of the Plan)

                                PHILIP W. STRAUSS
                 Chairman, Chief Executive Officer and President
                        WASTE SYSTEMS INTERNATIONAL, INC.
                          420 Bedford Street, Suite 300
                         Lexington, Massachusetts 02420
                                 (781) 862-3000

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

                             Thomas P. Storer, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 Exchange Place
                           Boston, Massachusetts 02109
                                 (617) 570-1000
                          ----------------------------

                                           CALCULATION OF REGISTRATION FEE
----------------------------- ----------------------- ------------------------- ------------------------- ------------------

 Title of Securities to be         Amount to be           Proposed Maximum          Proposed Maximum          Amount of
         Registered               Registered (1)      Offering Price Per Share  Aggregate Offering Price  Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
----------------------------- ----------------------- ------------------------- ------------------------- ==================

Common Stock, par value           225,768 shares             $4.25 (2)                 $ 959,514              $ 266.75
$.01 per share
                                  788,218 shares             $6.44 (3)                 $5,076,123             $1,411.16
----------------------------- ----------------------- ------------------------- ------------------------- ==================
----------------------------- ----------------------- ------------------------- ------------------------- ==================

Total                            1,013,986 shares                --                    $6,035,637             $1,677.91
----------------------------- ----------------------- ------------------------- ------------------------- ==================
(1)      Plus such  additional  number of shares as may be required  pursuant to
         the Waste Systems  International,  Inc. Amended and Restated 1995 Stock
         Option and Incentive Plan (the "Employee Plan") in the event of a stock
         dividend,  reverse  stock split,  split-up,  recapitalization  or other
         similar event.

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

(3)      This  estimate  is made  pursuant  to Rule  457(c)  and (h)  under  the
         Securities Act, solely for purposes of determining the registration fee
         based on the average of the high and low prices of the Issuer's  Common
         Stock on the Nasdaq SmallCap market on August 2, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         In accordance  with General  Instruction E to Form S-8, the contents of
the following  document filed by Waste Systems  International,  Inc., a Delaware
corporation  ("the  Company"),  with the Securities and Exchange  Commission are
incorporated herein by reference:  the Company's Registration Statements on Form
S-8 filed on April 24, 1998 (File No.  333-50955) and January 21, 1999 (File No.
333-70889)  relating  to the  Waste  Systems  International,  Inc.  Amended  and
Restated  1995 Stock Option and  Incentive  Plan (the  "Employee  Plan") and the
Waste Systems  International,  Inc.  Amended and Restated 1995 Stock Option Plan
for  Non-Employee  Directors.  This  Registration  Statement  is being  filed to
register an  additional  1,013,986  shares of common  stock  subject to issuance
under the Employee Plan.

Item 8.  Exhibits.

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

  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 their
                      opinion filed as Exhibit 5.1 hereto).

     23.2             Consent of KPMG LLP, Independent Public Accountants.

     24.1             Power of Attorney (included on the signature page of this
                      registration statement).
SIGNATURES

Pursuant to the  requirements  of Securities Act, the registrant 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 4th day of August, 1999.

                        WASTE SYSTEMS INTERNATIONAL, INC.

                        By:      /s/     Robert Rivkin
                           Robert Rivkin
                           Executive Vice President_Acquisitions,
                           Chief Financial Officer, Secretary, Treasurer and
                           Director
                          (Principal Financial and Accounting Officer)
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
directors of Waste Systems International,  Inc. hereby constitute Robert Rivkin,
our true and  lawful  attorney  with full power to him 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 attorney,  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 of the Board     August 4, 1999
----------------------------------
Philip Strauss                         and Chief Executive Officer
                                       and President
                                       (Principal Executive Officer)

     /s/   Robert Rivkin               Executive Vice President  August 4, 1999
----------------------------------
Robert Rivkin                          Acquisitions, Chief Financial
                                       Officer, Secretary, Treasurer
                                       and Director
                                    (Principal Financial and Accounting Officer)

     /s/   Jay J. Matulich             Director                  August 4, 1999
----------------------------------
Jay J. Matulich

     /s/   David J. Breazzano          Director                  August 4, 1999
----------------------------------
David J. Breazzano

     /s/   Charles Johnston            Director                  August 4, 1999
----------------------------------
Charles Johnston

     /s/   Judy K. Mencher             Director                  August 4, 1999
----------------------------------
Judy K. Mencher

     /s/   William B. Philipbar        Director                  August 4, 1999
----------------------------------
William B. 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 their
                      opinion filed as Exhibit 5.1 hereto).

     23.2             Consent of KPMG LLP, Independent Public Accountants.

     24.1             Power of Attorney (included on the signature page of this
                      registration statement).
Exhibit 5.1

                                                   August 4, 1999

Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02420

    Re:  Legality of Securities to be Registered under Registration Statement on
         Form S-8 Pursuant to Waste Systems, Inc.'s 1995 Stock Option and
         Incentive Plan, as amended.

Ladies and Gentlemen:

         This opinion is  delivered in our capacity as counsel to Waste  Systems
International,  Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange Commission under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  of a registration
statement  on Form S-8 (the  "Registration  Statement")  relating  to  1,013,986
shares of the Company's  common stock, par value $.01 per share (the "Registered
Shares"),  which may be issued  pursuant to the Company's  1995 Stock Option and
Incentive Plan, as amended (the "Plan").

         As counsel for the Company,  we have examined  copies of the Plan,  the
Registration   Statement,   and  the  Company's   Second  Amended  and  Restated
Certificate  of  Incorporation,  as amended,  and By-laws,  each as presently in
effect,  such  records of the  corporate  proceedings  of the Company as we have
deemed to be material and such other certificates,  receipts, records, and other
documents as we have deemed  necessary or  appropriate  for the purposes of this
opinion.

         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  and the  Commonwealth  of
Massachusetts,  and also  express  no  opinion  with  respect to the blue sky or
securities laws of any state, including Massachusetts.
Waste Systems International, Inc.
August 4, 1999
Page 2

         Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plans,  the Registered
Shares will be duly authorized, validly issued, fully paid and non-assessable by
the Company under the Delaware General Corporation Law.

         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 being  named as  counsel  to the  Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                             /s/ Goodwin, Procter & Hoar  LLP

                                             GOODWIN, PROCTER & HOAR  LLP
CONSENT OF INDEPENDENT ACCOUNTANTS

         We  consent  to the  incorporation  by  reference  in the  registration
statement pertaining to the Waste Systems  International,  Inc. 1995 Amended and
Restated Stock Option and Incentive Plan, as amended,  on Form S-8 of our report
dated March 26, 1998, on our audits of the financial statements of Waste Systems
International,  Inc. (formerly BioSafe  International,  Inc.) as of December 31,
1997,  which  report is  included in the 1997  Annual  Report on Form 10-K.  Our
report dated March 26, 1998 includes an  explanatory  paragraph that states that
the Company must raise substantial  additional  capital and must achieve a level
of revenues  adequate to support its cost  structure,  which 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.

                                                        /s/ KPMG LLP

                                                        KPMG LLP

Boston, Massachusetts
August 4, 1999