UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


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



                     PHOENIX INTERNATIONAL INDUSTRIES, INC.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)


           FLORIDA                                     59-2564162
-------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


           1750 Osceola Drive
       West Palm Beach, Florida                              33409
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)


       PHOENIX INTERNATIONAL INDUSTRIES, INC. 2001 STOCK OPTION PLAN
       -------------------------------------------------------------
                          (Full name of the plans)


                            Thomas N. Donaldson
                             1750 Osceola Drive
                       West Palm Beach, Florida 33409
                  ---------------------------------------
                  (Name and address of agent for service)


                              (561) 688-0440
       -------------------------------------------------------------
       (Telephone number, including area code, of agent for service)


                                COPY TO:

                          L. Van Stillman, Esq.
                  Law Office of L. Van Stillman, P.A.
                   1177 George Bush Blvd., Suite 308
                       Delray Beach, Florida 33483

                       Total Number of Pages:   18

           Exhibit Index begins on sequentially numbered page: 7


<PAGE>    1


                    CALCULATION OF REGISTRATION FEE
                    -------------------------------
<TABLE>
<CAPTION>

Title of                               Proposed            Proposed
Securities        Maximum Amount       Maximum             Amount of
to be             to be                Offering            Aggregate           Registration
Registered        Registered           Price per Share     Offering Price      Fee
<S>               <C>                  <C>                 <C>                 <C>

$.001 par         5,000,000            $0.10[1]            $500,000            $125.00

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

</TABLE>



[1]   Pursuant to Rule 457(h), the maximum aggregate offering price
      (estimated solely for the purpose of calculating the registration fee
      based upon the average of the bid and asked price of the Registrant's
      Common Stock as of January 24, 2001 : 5,000,000 shares with a value of
      $0.10/share.



<PAGE>   2


                                PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


     The following documents filed by Registrant with the Securities and
Exchange Commission (the "COMMISSION") are incorporated by reference:

     The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:

     (a)   Our Annual Report on Form 10-KSB filed with the Commission
           on August 31, 2000.

     (b)   The 10-QSB/A filed February 9, 2000 for the period ending
           November 30, 1999 and subsequently filed 10-Q's, filed on
           April 20, 2000 and October 20, 2000.

     (c)   The S-1 and S-1/A, filed August 4, 2000 and August 28,
           2000, respectively.

     (d)   A description of our activities and common stock contained
           in exhibits to our filing pursuant to the previously stated
           filings in (a), (b), and (c), above.

     (e)   All documents subsequently filed by us pursuant to the
           Exchange Act prior to the filing of a post-effective amendment
           indicating that all such securities then unsold, shall be deemed
           to be incorporated by reference into this Registration
           Statement and to be part hereof from the date of filing such
           documents.


ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

II-1

     Certain legal matters with respect to the shares will be passed
upon by the Law Office of L. Van Stillman, PA of Delray Beach, Florida


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of
the corporation to the fullest extent provided by the Corporate Law of
the State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws.  These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to the Company.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.



<PAGE>    3


ITEM 8.  EXHIBITS

     Exhibit Number

     4.1    Phoenix International Industries, Inc. 1996 Stock
            Option Plan and form of Option Agreement thereunder.

     5.1    Opinion of L. Van Stillman, P.A

     23.1   Consent of L. Van Stillman, P.A (included in Exhibit
            5.1).

     23.2   Consent of Weisneck, Andres & Company, P.A.,
            Independent Accountants.

     24.1   Powers of Attorney (see p. II-5).


ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

II-2

     (1)     To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement 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 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 this offering.

     (4)     That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to
Section  13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference  in the Registration Statement shall be
deemed to be a new registration  statement relating to the securities
offered therein, and the offering of  such securities at that time
shall be deemed to be the initial bona fide  offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of  Registrant pursuant to the foregoing provisions, or
otherwise, Registrant 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 Registrant of expenses incurred or  paid by a director,
officer or controlling person of 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, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is  against public policy as expressed in the Securities Act and
will be governed  by the final adjudication of such issue.

	[Signature Pages Follow]


<PAGE>    4

II-3

                             SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as
amended,  Registrant, Phoenix International Industries, Inc., a
corporation organized and existing under the laws  of the State of
Floridaa, 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 West Palm
Beach, Florida on February 7, 2001.

                  Phoenix International Industries, Inc.



                  By: /s/ GERARD HARYMAN
                     --------------------------------------
                     Gerard Haryman
                     President and Chief Executive Officer
                     (and acting CFO)



<PAGE>    5

II-4


POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature  appears below constitutes and appoints Gerard Haryman and
Thomas Donaldson,  jointly and severally, his attorneys-in-fact and
agents, each with the power  of substitution and resubstitution, for
him and in his name, place or stead,  in any and all capacities, to
sign any amendments to this Registration  Statement on Form S-8, and
to file such amendments, together with exhibits  and other documents
in connection therewith, with the Securities and Exchange  Commission,
granting to each attorney-in-fact and agent, full power and  authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he might
or could  do in person, and ratifying and confirming all that the
attorneys-in-fact and  agents, or his substitute or substitutes, may
do or cause to be done by  virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as
amended,  this Registration Statement has been signed by the following
persons in the  capacities and on the dates indicated.


 Signature               Title                                 Date
 ----------------------------------------------------------------------------

/s/ GERARD HARYMAN       President, Chief Executive Officer    April 18, 2001
-----------------------  and Director (Chairman of the Board)
Gerard Haryman


/s/ THOMAS DONALDSON     Vice President, Secretary and         April 18, 2001
-----------------------  Director
Thomas Donaldson


/s/ TIMOTHY PALMER       Director                              April 18, 2001
-----------------------
Timothy Palmer




<PAGE>    6

II-5

                             INDEX TO EXHIBITS

Exhibit Number
--------------

4.1      Phoenix International Industries, Inc. 1996 Stock Option Plan
         and Form of Option Agreement thereunder

5.1      Opinion of  L. Van Stillman, P.A

23.1     Consent of  L. Van Stillman, P.A (included in Exhibit 5.1).

23.2     Consent of  Weisneck, Andres & Company, P.A., Independent
         Accountants.

24.1     Powers of Attorney (see p. II-5).




<PAGE>    7
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{"company-data": {"conformed-name": "PHOENIX INTERNATIONAL INDUSTRIES INC /FL/", "cik": "0000800401", "assigned-sic": "4813", "irs-number": "592564162", "state-of-incorporation": "FL", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59422", "film-number": "1609207"}, "business-address": {"street1": "501 SOUTH DIXIE HIGHWAY", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "5618325208"}, "mail-address": {"street1": "501 SOUTH DIXIE HIGHWAY", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}, "former-company": [{"former-conformed-name": "TRIDENT ENVIRONMENTAL SYSTEMS INC", "date-changed": "19941109"}, {"former-conformed-name": "PROBAC INTERNATIONAL CORP", "date-changed": "19920703"}]}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

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

                     PHOENIX INTERNATIONAL INDUSTRIES, INC.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)

           FLORIDA                                     59-2564162
-------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

           1750 Osceola Drive
       West Palm Beach, Florida                              33409
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)

       PHOENIX INTERNATIONAL INDUSTRIES, INC. 2001 STOCK OPTION PLAN
       -------------------------------------------------------------
                          (Full name of the plans)

                            Thomas N. Donaldson
                             1750 Osceola Drive
                       West Palm Beach, Florida 33409
                  ---------------------------------------
                  (Name and address of agent for service)

                              (561) 688-0440
       -------------------------------------------------------------
       (Telephone number, including area code, of agent for service)

                                COPY TO:

                          L. Van Stillman, Esq.
                  Law Office of L. Van Stillman, P.A.
                   1177 George Bush Blvd., Suite 308
                       Delray Beach, Florida 33483

                       Total Number of Pages:   18

           Exhibit Index begins on sequentially numbered page: 7
1

                    CALCULATION OF REGISTRATION FEE
                    -------------------------------
Title of                               Proposed            Proposed
Securities        Maximum Amount       Maximum             Amount of
to be             to be                Offering            Aggregate           Registration
Registered        Registered           Price per Share     Offering Price      Fee
$.001 par         5,000,000            $0.10[1]            $500,000            $125.00

--------------------------------
[1]   Pursuant to Rule 457(h), the maximum aggregate offering price
      (estimated solely for the purpose of calculating the registration fee
      based upon the average of the bid and asked price of the Registrant's
      Common Stock as of January 24, 2001 : 5,000,000 shares with a value of
      $0.10/share.
2

                                PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Registrant with the Securities and
Exchange Commission (the "COMMISSION") are incorporated by reference:

     The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:

     (a)   Our Annual Report on Form 10-KSB filed with the Commission
           on August 31, 2000.

     (b)   The 10-QSB/A filed February 9, 2000 for the period ending
           November 30, 1999 and subsequently filed 10-Q's, filed on
           April 20, 2000 and October 20, 2000.

     (c)   The S-1 and S-1/A, filed August 4, 2000 and August 28,
           2000, respectively.

     (d)   A description of our activities and common stock contained
           in exhibits to our filing pursuant to the previously stated
           filings in (a), (b), and (c), above.

     (e)   All documents subsequently filed by us pursuant to the
           Exchange Act prior to the filing of a post-effective amendment
           indicating that all such securities then unsold, shall be deemed
           to be incorporated by reference into this Registration
           Statement and to be part hereof from the date of filing such
           documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

II-1

     Certain legal matters with respect to the shares will be passed
upon by the Law Office of L. Van Stillman, PA of Delray Beach, Florida

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of
the corporation to the fullest extent provided by the Corporate Law of
the State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws.  These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.
3

ITEM 8.  EXHIBITS

     Exhibit Number

     4.1    Phoenix International Industries, Inc. 1996 Stock
            Option Plan and form of Option Agreement thereunder.

     5.1    Opinion of L. Van Stillman, P.A

     23.1   Consent of L. Van Stillman, P.A (included in Exhibit
            5.1).

     23.2   Consent of Weisneck, Andres & Company, P.A.,
            Independent Accountants.

     24.1   Powers of Attorney (see p. II-5).

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

II-2

     (1)     To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement 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 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 this offering.

     (4)     That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to
Section  13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference  in the Registration Statement shall be
deemed to be a new registration  statement relating to the securities
offered therein, and the offering of  such securities at that time
shall be deemed to be the initial bona fide  offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of  Registrant pursuant to the foregoing provisions, or
otherwise, Registrant 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 Registrant of expenses incurred or  paid by a director,
officer or controlling person of 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, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is  against public policy as expressed in the Securities Act and
will be governed  by the final adjudication of such issue.

	[Signature Pages Follow]
4

II-3

                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended,  Registrant, Phoenix International Industries, Inc., a
corporation organized and existing under the laws  of the State of
Floridaa, 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 West Palm
Beach, Florida on February 7, 2001.

                  Phoenix International Industries, Inc.

                  By: /s/ GERARD HARYMAN
                     --------------------------------------
                     Gerard Haryman
                     President and Chief Executive Officer
                     (and acting CFO)
5

II-4

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature  appears below constitutes and appoints Gerard Haryman and
Thomas Donaldson,  jointly and severally, his attorneys-in-fact and
agents, each with the power  of substitution and resubstitution, for
him and in his name, place or stead,  in any and all capacities, to
sign any amendments to this Registration  Statement on Form S-8, and
to file such amendments, together with exhibits  and other documents
in connection therewith, with the Securities and Exchange  Commission,
granting to each attorney-in-fact and agent, full power and  authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he might
or could  do in person, and ratifying and confirming all that the
attorneys-in-fact and  agents, or his substitute or substitutes, may
do or cause to be done by  virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as
amended,  this Registration Statement has been signed by the following
persons in the  capacities and on the dates indicated.

 Signature               Title                                 Date
 ----------------------------------------------------------------------------

/s/ GERARD HARYMAN       President, Chief Executive Officer    April 18, 2001
-----------------------  and Director (Chairman of the Board)
Gerard Haryman

/s/ THOMAS DONALDSON     Vice President, Secretary and         April 18, 2001
-----------------------  Director
Thomas Donaldson

/s/ TIMOTHY PALMER       Director                              April 18, 2001
-----------------------
Timothy Palmer
6

II-5

                             INDEX TO EXHIBITS

Exhibit Number
--------------

4.1      Phoenix International Industries, Inc. 1996 Stock Option Plan
         and Form of Option Agreement thereunder

5.1      Opinion of  L. Van Stillman, P.A

23.1     Consent of  L. Van Stillman, P.A (included in Exhibit 5.1).

23.2     Consent of  Weisneck, Andres & Company, P.A., Independent
         Accountants.

24.1     Powers of Attorney (see p. II-5).
7