SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

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

                            KBF POLLUTION MANAGEMENT, INC.
            (Exact name of Registrant as specified in its charter)




     NEW YORK                           11-2687588
(State or other jurisdiction                 (I.R.S. Employer
incorporation or organization)               Identification No.)

KBF Plaza, One Jasper St., Paterson, NJ       07522
(Address of principal executive offices)          (Zip Code)



     KBF POLLUTION MANAGEMENT, INC. 1994 STOCK OPTION PLAN; 
      KBF POLLUTION MANAGEMENT, INC. 1998 STOCK OPTION PLAN
                           (Full Title of the Plan)
                            ______________________

                                Lawrence Kreisler
                      President, Chief Executive Officer
                            KBF Pollution Management, Inc.
      KBF Plaza, One Jasper St., Paterson, New Jersey 07522
                               (973) 942-7700
                     (Name, Address, and Telephone Number,
                  Including Area Code, of Agent For Service)
                            ______________________
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<C>        <C>          <C>        <C>               <C>  
Title     Amount to   Proposed    Proposed Maximum   Amount of  
of        Be          Maximum     Offering Price     Registration
Each      Registered  Offering    (2)                Fee
Class     (1)          Price Per  
of                    Share
Securities 
to be 
Offered



Common    50,000,000     $.17       $9,500,000       $   2,641.00
Stock,
$.00001 par
value,
issuable upon
exercise of
options under
KBF Pollution
Management,
Inc. 1994
Employee
Stock Option
Plan and KBF
Pollution
Management,
Inc. 1998
Employee
Stock Option
Plan

</TABLE>

(1)  This amount reflects an aggregate of: 50,000,000 shares of Common
Stock which are issuable pursuant to stock options granted under the KBF
Pollution Management, Inc. 1994 Employee Stock Option Plan and the KBF 
Pollution Management, Inc. 1998 Employee Stock Option Plan.  


(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices reported in the
NASDAQ National Market Over the Counter Bulletin Board on November 19, 1998.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

          Not required to be included herewith.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not required to be included herewith.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Documents Incorporated By Reference.

          KBF Pollution Management, Inc. (the "Company") incorporates herein
by reference the following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission"):

          (1)  The Company's latest annual report on Form 10-KSB for the year
ended December 31, 1997, and filed with the Commission on April 6, 1998.;

          (2) The Company's Quarterly reports on Form 10-QSB for the quarters
ended June 30, 1998; March 31, 1998 as filed with the Commission on August 18,
1998, and May 21, 1998, respectively; 

          (3) the Company's registration statement on Form 10-SB filed with
the Commission on August 27, 1998.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all of the securities offered hereby have been sold or which deregisters all
of such 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, including financial
statements, contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such 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.

          Inapplicable.

Item 5.   Interests of Named Experts and Counsel.

          Inapplicable.
<PAGE>
 
Item 6.   Indemnification of Directors and Officers.

Indemnification.  The Company shall indemnify to the fullest extend permitted
by, and in the manner permissible under the laws of the State of New York, any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that he is or was a director or officers of the Company, or served any
other enterprise as director, officer or employee at the request of the
Company.  The Board of Directors, in its discretion, shall have the power on
behalf of the Company to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Company.  

Insofar as indemnification for liabilities arising under the Act may be
permitted to director, officers and controlling person of the Company, the
Company 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 therefor, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with any securities being registered, the Company 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 its is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS HELD TO
BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION, AND IS
THEREFOR UNENFORCEABLE.


Item 7.   Exemption From Registration Claimed.

          Inapplicable.

Item 8.   Exhibits

          4.1  KBF Pollution Management, Inc. 1994 Employee Stock Option
               Plan

          4.2  KBF Pollution Management, Inc. 1998 Employee Stock Option
               Plan

          5.1  Opinion of Schonfeld & Weinstein, L.L.P.

          23.1 Opinion of Shapiro Bress & Guidice, P.C., Independent
               Auditors 
          
          23.2 Consent of Shapiro Bress & Guidice, P.C.

          23.3 Opinion of Irving Handel & Co., Independent Auditors

          23.4. Consent of Irving Handel & Co.
 
          23.5 Consent of Schonfeld & Weinstein, L.L.P.(reference is made
               to Exhibit 5.1)




The Company will submit the Plans and any amendments thereto to the Internal
Revenue Service (IRS) in a timely manner, and will make all changes required
by the IRS in order to qualify the Plans.


Item 9.   Undertakings

          (a)  The Company 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;

                    (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;


          (2)  That, for the purpose of determining any liability under the
Securities Act, 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
bonafide 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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)-(g)   Inapplicable.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the provisions described under Item 6
above, or otherwise, the Company has been advised that in the opinion of the
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
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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.

     (I)-(j)   Inapplicable.

<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Patterson, New Jersey on November
18, 1998.

                                       KBF Pollution Management, Inc.

                                       By:   Lawrence Kreisler
                                                                          
                                                 Lawrence Kreisler
                                                                
                                        Chairman of the Board and
                                        Chief Executive Officer

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

           Signature                             Title                    Date


Lawrence Kreisler                                               11/18/98
                                        Chief Executive Officer
Lawrence Kreisler                       Chairman of the Board
                                   President
Kathi Kreisler                                             11/18/98
                                        Secretary, Treasurer
Kathi Kreisler                     Director

Joseph J. Cassuccio, Jr. CPA                                    11/18/98
                                        Chief Financial Officer
Joseph J. Cassuccio, Jr., CPA           Vice President, Director

Kevin Kreisler                                             11/18/98
                                        Vice President, Director
Kevin Kreisler                     


                                        Director
Frederick Eisenbud  


                                        Director
Anthony Leteri


                                        Director
Stephen Lewen
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SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

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

                            KBF POLLUTION MANAGEMENT, INC.
            (Exact name of Registrant as specified in its charter)

     NEW YORK                           11-2687588
(State or other jurisdiction                 (I.R.S. Employer
incorporation or organization)               Identification No.)

KBF Plaza, One Jasper St., Paterson, NJ       07522
(Address of principal executive offices)          (Zip Code)

     KBF POLLUTION MANAGEMENT, INC. 1994 STOCK OPTION PLAN; 
      KBF POLLUTION MANAGEMENT, INC. 1998 STOCK OPTION PLAN
                           (Full Title of the Plan)
                            ______________________

                                Lawrence Kreisler
                      President, Chief Executive Officer
                            KBF Pollution Management, Inc.
      KBF Plaza, One Jasper St., Paterson, New Jersey 07522
                               (973) 942-7700
                     (Name, Address, and Telephone Number,
                  Including Area Code, of Agent For Service)
                            ______________________
CALCULATION OF REGISTRATION FEE
Title     Amount to   Proposed    Proposed Maximum   Amount of  
of        Be          Maximum     Offering Price     Registration
Each      Registered  Offering    (2)                Fee
Class     (1)          Price Per  
of                    Share
Securities 
to be 
Offered

Common    50,000,000     $.17       $9,500,000       $   2,641.00
Stock,
$.00001 par
value,
issuable upon
exercise of
options under
KBF Pollution
Management,
Inc. 1994
Employee
Stock Option
Plan and KBF
Pollution
Management,
Inc. 1998
Employee
Stock Option
Plan
(1)  This amount reflects an aggregate of: 50,000,000 shares of Common
Stock which are issuable pursuant to stock options granted under the KBF
Pollution Management, Inc. 1994 Employee Stock Option Plan and the KBF 
Pollution Management, Inc. 1998 Employee Stock Option Plan.  

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices reported in the
NASDAQ National Market Over the Counter Bulletin Board on November 19, 1998.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

          Not required to be included herewith.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not required to be included herewith.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Documents Incorporated By Reference.

          KBF Pollution Management, Inc. (the "Company") incorporates herein
by reference the following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission"):

          (1)  The Company's latest annual report on Form 10-KSB for the year
ended December 31, 1997, and filed with the Commission on April 6, 1998.;

          (2) The Company's Quarterly reports on Form 10-QSB for the quarters
ended June 30, 1998; March 31, 1998 as filed with the Commission on August 18,
1998, and May 21, 1998, respectively; 

          (3) the Company's registration statement on Form 10-SB filed with
the Commission on August 27, 1998.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all of the securities offered hereby have been sold or which deregisters all
of such 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, including financial
statements, contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such 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.

          Inapplicable.

Item 5.   Interests of Named Experts and Counsel.

          Inapplicable.
Item 6.   Indemnification of Directors and Officers.

Indemnification.  The Company shall indemnify to the fullest extend permitted
by, and in the manner permissible under the laws of the State of New York, any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that he is or was a director or officers of the Company, or served any
other enterprise as director, officer or employee at the request of the
Company.  The Board of Directors, in its discretion, shall have the power on
behalf of the Company to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Company.  

Insofar as indemnification for liabilities arising under the Act may be
permitted to director, officers and controlling person of the Company, the
Company 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 therefor, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with any securities being registered, the Company 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 its is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IS HELD TO
BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION, AND IS
THEREFOR UNENFORCEABLE.

Item 7.   Exemption From Registration Claimed.

          Inapplicable.

Item 8.   Exhibits

          4.1  KBF Pollution Management, Inc. 1994 Employee Stock Option
               Plan

          4.2  KBF Pollution Management, Inc. 1998 Employee Stock Option
               Plan

          5.1  Opinion of Schonfeld & Weinstein, L.L.P.

          23.1 Opinion of Shapiro Bress & Guidice, P.C., Independent
               Auditors 
          
          23.2 Consent of Shapiro Bress & Guidice, P.C.

          23.3 Opinion of Irving Handel & Co., Independent Auditors

          23.4. Consent of Irving Handel & Co.
 
          23.5 Consent of Schonfeld & Weinstein, L.L.P.(reference is made
               to Exhibit 5.1)

The Company will submit the Plans and any amendments thereto to the Internal
Revenue Service (IRS) in a timely manner, and will make all changes required
by the IRS in order to qualify the Plans.

Item 9.   Undertakings

          (a)  The Company 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;

                    (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;

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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
bonafide 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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)-(g)   Inapplicable.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the provisions described under Item 6
above, or otherwise, the Company has been advised that in the opinion of the
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
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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.

     (I)-(j)   Inapplicable.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Patterson, New Jersey on November
18, 1998.

                                       KBF Pollution Management, Inc.

                                       By:   Lawrence Kreisler
                                                                          
                                                 Lawrence Kreisler
                                                                
                                        Chairman of the Board and
                                        Chief Executive Officer

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

           Signature                             Title                    Date

Lawrence Kreisler                                               11/18/98
                                        Chief Executive Officer
Lawrence Kreisler                       Chairman of the Board
                                   President
Kathi Kreisler                                             11/18/98
                                        Secretary, Treasurer
Kathi Kreisler                     Director

Joseph J. Cassuccio, Jr. CPA                                    11/18/98
                                        Chief Financial Officer
Joseph J. Cassuccio, Jr., CPA           Vice President, Director

Kevin Kreisler                                             11/18/98
                                        Vice President, Director
Kevin Kreisler                     

                                        Director
Frederick Eisenbud  

                                        Director
Anthony Leteri

                                        Director
Stephen Lewen