As filed with the Securities and Exchange Commission on 
                          March 25, 1999
                    Registration No. 333-72795

                   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         10,000,000         $0.3125     $3,125,000     $868.75 
 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 March 24, 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 II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement on Form S-8 is being filed solely to register 
additional securities.  In accordance with General Instruction E of Form S-8, 
the Company hereby incorporates by reference the contents of the Company's 
regsitration statement on Form S-8 (No. 333-10723), originally filed with the 
Securities and Exchange Commission on February 23, 1999, relating to the 1999 
Employee, Consultant and Advisor Stock Compensation Plan except for items that 
are restated in this Registration Statement.

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. 
beneficially owns approximately 180,000 shares of the Registrant's common 
stock.  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 8.      Exhibits.

Exhibit No.                     Exhibit

4.1               WasteMasters, Inc. 1999 Employee, Consultant and 
                  Advisor Stock Compensation Plan (incorporated by 
                  reference to Exhibit 4.1 to the Registration Statement 
                  on Form S-8 of the Company filed on February 23, 1999,
                  Registration No. 333-72795)

4.2               Form of Stock Payment Agreement under 1999 Employee,
                  Consultant and Advisor Stock Compensation Plan 
                  (incorporated by reference to Exhibit 4.2 to the 
                  Registration Statement on Form S-8 of the Company filed 
                  on February 23, 1999, Registration No. 333-72795)

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)

<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 March 25, 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          March 25, 1999
                        Executive Officer


/s/ Michael J. Smith    Director and President      March 25, 1999



/s/ Douglas Holsted     Director, Secretary and     March 25, 1999
                        Chief Financial Officer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6489}]
{"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": "333-75135", "film-number": "99574862"}, "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 
                          March 25, 1999
                    Registration No. 333-72795

                   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         10,000,000         $0.3125     $3,125,000     $868.75 
 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 March 24, 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 II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement on Form S-8 is being filed solely to register 
additional securities.  In accordance with General Instruction E of Form S-8, 
the Company hereby incorporates by reference the contents of the Company's 
regsitration statement on Form S-8 (No. 333-10723), originally filed with the 
Securities and Exchange Commission on February 23, 1999, relating to the 1999 
Employee, Consultant and Advisor Stock Compensation Plan except for items that 
are restated in this Registration Statement.

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. 
beneficially owns approximately 180,000 shares of the Registrant's common 
stock.  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 8.      Exhibits.

Exhibit No.                     Exhibit

4.1               WasteMasters, Inc. 1999 Employee, Consultant and 
                  Advisor Stock Compensation Plan (incorporated by 
                  reference to Exhibit 4.1 to the Registration Statement 
                  on Form S-8 of the Company filed on February 23, 1999,
                  Registration No. 333-72795)

4.2               Form of Stock Payment Agreement under 1999 Employee,
                  Consultant and Advisor Stock Compensation Plan 
                  (incorporated by reference to Exhibit 4.2 to the 
                  Registration Statement on Form S-8 of the Company filed 
                  on February 23, 1999, Registration No. 333-72795)

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)
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 March 25, 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          March 25, 1999
                        Executive Officer

/s/ Michael J. Smith    Director and President      March 25, 1999

/s/ Douglas Holsted     Director, Secretary and     March 25, 1999
                        Chief Financial Officer