SECURITIES AND EXCHANGE COMMISSION
             Washington, D.C. 20549


                    FORM S-8

Registration Statement Under The Securities Act of 1933

       CONTROLLED ENVIRONMENT AQUACULTURE
                TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)


COLORADO                          84-1293167
(State or other jurisdiction          (I.R.S. Employer
of incorporation or                   Identification No.)
organization)

CEA TECH USA, INC
7 Waterfront Plaza, Suite 400
500 Ala Moana Blvd.
Honolulu, HI                                      96813
(Address of principal executive offices)     (Zip Code)

           Consultation Agreement Plan
             (Full name of the plan)

Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO  80303
(Name and address of agent for service)

(303)494-3000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered:  Common Stock
Amount to be registered:  85,230 shares
Proposed maximum offering price per share:  $0.03 
Proposed maximum aggregate offering price:  $2,556.90
Amount of registration fee:  $100.00(1)

(1) Minimum registration fee pursuant to Rule 457


PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information required by Part I is included in documents sent
or given to participants in the Consultation Agreement Plan pursuant to
Rule 428(b)(1)

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files
reports with the Securities and Exchange Commission.  The documents
listed below are hereby incorporated by reference in this Registration
Statement on Form S-8; and all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference in this Registration Statement on Form S-8, and shall
be a part hereof from the date of the filing of such documents.

(a)  The annual report of the Registrant on Form 10-KSB for the fiscal
year ended January 31, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934.

(b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since January 31, 1997.

(c)  The description of common stock contained in Item 8 of Part I of
the Registrant's First Amended Registration Statement on Form 10-SB
filed pursuant to Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating
such description.


ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable

<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Frascona, Joiner and Goodman, P.C., is legal counsel for the
Company.  Gary S.  4 Colorado 80303.  Gary S. Joiner, is a shareholder
of Frascona, Joiner and Goodman, P.C., is the Secretary and a Director
of the Registrant, and is a selling shareholder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account of their being
or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or willful
misconduct.  The Company's Articles of Incorporation also exclude
personal liability for its directors for monetary damages based upon any
violation of their fiduciary duties as directors, except as to liability for
any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
which constitute improper distributions to shareholders in violation of
Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. 
This exclusion of liability does not limit any right which a director may
have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Restricted securities of the Registrant are to be reoffered or
resold pursuant to this registration statement.  Such securities were
initially offered and sold by the Registrant pursuant to an exemption
from registration under Rule 701.  Such securities were issued pursuant
to written contracts and as compensation for bona fide services
performed, and were issued at a time when the Registrant was not
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act. 

ITEM 8.  EXHIBITS.

The following documents are included as exhibits to this registration
statement:
<PAGE>
4.1       Articles of Incorporation of the Registrant -
          Incorporated by reference from annual report of Registrant
on Form 10-KSB for the fiscal year ended January 31, 1997, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934.

4.2       Bylaws of the Registrant -
          Incorporated by reference from annual report of Registrant
on Form 10-KSB for the fiscal year ended January 31, 1997, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934.

27        Financial Data Schedule -
          Incorporated by reference from annual report of Registrant
on Form 10-KSB for the fiscal year ended January 31, 1997, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934.

ITEM 9.  UNDERTAKINGS

1.  The undersigned Registrant hereby undertakes 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.  The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

3.  The undersigned Registrant hereby undertakes 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.

4.  The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

5.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.





SIGNATURES


THE REGISTRANT.  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 Encino, State of
California, on May 29, 1997.

CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY,
INC.
(Registrant)

     /s/
J.A. Garcia, President
(By) (Signature and Title)
<PAGE>

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 date indicated.

(Signature)  /s/  J.A. Garcia
(Title)  President, Director, Principal Executive Officer
(Date) May 29, 1997


(Signature)  /s/  Ronald J. Ilsley
(Title)   Principal Financial Officer, Principal Accounting
          Officer, Director
(Date)  May 29, 1997

(Signature)  /s/  Gary S. Joiner
(Title)  Director, Secretary of Corporation
(Date)  May 29, 1997


(Signature)  /s/  Ernest K. Dias
(Title)  Director
(Date)  May 29, 1997
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SECURITIES AND EXCHANGE COMMISSION
             Washington, D.C. 20549

                    FORM S-8

Registration Statement Under The Securities Act of 1933

       CONTROLLED ENVIRONMENT AQUACULTURE
                TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

COLORADO                          84-1293167
(State or other jurisdiction          (I.R.S. Employer
of incorporation or                   Identification No.)
organization)

CEA TECH USA, INC
7 Waterfront Plaza, Suite 400
500 Ala Moana Blvd.
Honolulu, HI                                      96813
(Address of principal executive offices)     (Zip Code)

           Consultation Agreement Plan
             (Full name of the plan)

Gary S. Joiner, 4750 Table Mesa Drive,
Boulder, CO  80303
(Name and address of agent for service)

(303)494-3000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered:  Common Stock
Amount to be registered:  85,230 shares
Proposed maximum offering price per share:  $0.03 
Proposed maximum aggregate offering price:  $2,556.90
Amount of registration fee:  $100.00(1)

(1) Minimum registration fee pursuant to Rule 457

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The information required by Part I is included in documents sent
or given to participants in the Consultation Agreement Plan pursuant to
Rule 428(b)(1)

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files
reports with the Securities and Exchange Commission.  The documents
listed below are hereby incorporated by reference in this Registration
Statement on Form S-8; and all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference in this Registration Statement on Form S-8, and shall
be a part hereof from the date of the filing of such documents.

(a)  The annual report of the Registrant on Form 10-KSB for the fiscal
year ended January 31, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934.

(b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since January 31, 1997.

(c)  The description of common stock contained in Item 8 of Part I of
the Registrant's First Amended Registration Statement on Form 10-SB
filed pursuant to Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating
such description.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Frascona, Joiner and Goodman, P.C., is legal counsel for the
Company.  Gary S.  4 Colorado 80303.  Gary S. Joiner, is a shareholder
of Frascona, Joiner and Goodman, P.C., is the Secretary and a Director
of the Registrant, and is a selling shareholder.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or satisfy any
civil or criminal action brought against them on account of their being
or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or willful
misconduct.  The Company's Articles of Incorporation also exclude
personal liability for its directors for monetary damages based upon any
violation of their fiduciary duties as directors, except as to liability for
any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
which constitute improper distributions to shareholders in violation of
Section 7-106-401 of the Colorado Business Corporation Act, or any
transaction from which a director receives an improper personal benefit. 
This exclusion of liability does not limit any right which a director may
have to be indemnified and does not affect any director's liability under
federal or applicable state securities laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Restricted securities of the Registrant are to be reoffered or
resold pursuant to this registration statement.  Such securities were
initially offered and sold by the Registrant pursuant to an exemption
from registration under Rule 701.  Such securities were issued pursuant
to written contracts and as compensation for bona fide services
performed, and were issued at a time when the Registrant was not
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act. 

ITEM 8.  EXHIBITS.

The following documents are included as exhibits to this registration
statement:
4.1       Articles of Incorporation of the Registrant -
          Incorporated by reference from annual report of Registrant
on Form 10-KSB for the fiscal year ended January 31, 1997, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934.

4.2       Bylaws of the Registrant -
          Incorporated by reference from annual report of Registrant
on Form 10-KSB for the fiscal year ended January 31, 1997, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934.

27        Financial Data Schedule -
          Incorporated by reference from annual report of Registrant
on Form 10-KSB for the fiscal year ended January 31, 1997, filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934.

ITEM 9.  UNDERTAKINGS

1.  The undersigned Registrant hereby undertakes 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.  The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

3.  The undersigned Registrant hereby undertakes 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.

4.  The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

5.  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

SIGNATURES

THE REGISTRANT.  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 Encino, State of
California, on May 29, 1997.

CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY,
INC.
(Registrant)

     /s/
J.A. Garcia, President
(By) (Signature and Title)
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 date indicated.

(Signature)  /s/  J.A. Garcia
(Title)  President, Director, Principal Executive Officer
(Date) May 29, 1997

(Signature)  /s/  Ronald J. Ilsley
(Title)   Principal Financial Officer, Principal Accounting
          Officer, Director
(Date)  May 29, 1997

(Signature)  /s/  Gary S. Joiner
(Title)  Director, Secretary of Corporation
(Date)  May 29, 1997

(Signature)  /s/  Ernest K. Dias
(Title)  Director
(Date)  May 29, 1997