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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933
                              --------------------

                            ALTAIR INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

        Province of                                     None
          Ontario,                               (I.R.S. Employer
           Canada                                Identification No.)
(State or other jurisdiction of
incorporation or organization)
                              --------------------

                         1725 Sheridan Avenue, Suite 140
                               Cody, Wyoming 82414
                    (Address of Principal Executive Offices,
                               including Zip Code)

                            ALTAIR INTERNATIONAL INC.
                                STOCK OPTION PLAN

                            (Full title of the plan)

        WILLIAM P. LONG                                Copy to:
           President                                BRIAN G. LLOYD
   Altair International Inc.              Kimball, Parr, Waddoups, Brown & Gee
1725 Sheridan Avenue, Suite 140            185 South State Street, Suite 1300
      Cody, Wyoming 82414                     Salt Lake City, Utah 84111
        (307) 587-8245                             (801) 532-7840
 (Name, address and telephone
 number, including area code,
     of agent for service)
                              --------------------

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

                                                                  Proposed           Proposed
                                                                  Maximum             Maximum
                                            Amount to be       Offering Price        Aggregate           Amount of
  Title of Securities to be Registered       Registered         per Share(1)     Offering Price(1)  Registration Fee(1)
------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>              <C>                    <C>   
Common Shares, no par value.............      2,000,000            $8.875           $17,750,000            $5,325
                                               shares
========================================================================================================================
</TABLE>

(1)      Pursuant to Rules  457(h)(1) and 457(c),  the offering price per share,
         aggregate offering price and registration fee are computed on the basis
         of the  average  of the high and low sales  prices as  reported  on the
         Nasdaq National Market on September 25, 1998.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*
         ------------------
Item 2.  Registrant Information and Plan Annual Information.*
         ----------------------------------------------------

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8 promulgated thereunder.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The  following  documents  filed  by  Altair  International  Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
December 31, 1997, as amended by an Amendment No. 1 to the  Registrant's  Annual
Report on Form 10-K/A filed with the Commission on May 18, 1998.

         (b) The Registrant's  Quarterly  Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998.

         (c) The description registrant's Common Shares, no par value, contained
in the Registrant's Registration Statement on Form 10 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

         In  addition,  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  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

         The financial  statements and schedules of the  Registrant  included in
the  Registrant's  Annual  Report on Form 10-K for the year ended  December  31,
1997,  as amended by Amendment No. 1 to the  Registrant's  Annual Report on Form
10-K/A filed with the Commission on May 18, 1998, and  incorporated by reference
in  this  Registration  Statement,  have  been  audited  by  McGovern,   Hurley,
Cunningham,  independent public accountants,  as indicated in their reports with
respect thereto,  and are incorporated  herein in reliance upon the authority of
said firm as experts in giving said reports.

         Future  financial  statements of the Registrant and the reports thereon
by McGovern,  Hurley,  Cunningham  also will be incorporated by reference in the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports;  provided,  however, only to the extent that said firm has
audited  those  financial  statements  and consented to the use of their reports
thereon.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.


                                       -2-

<PAGE>


Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.


Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Subsection 136(1) of the Business  Corporation Act, Ontario (the "Act")
provides  that  a  corporation  may  indemnify  a  director  or  officer  of the
corporation,  a former  director or officer of the  corporation  or a person who
acts or acted at the  corporation's  request as a director  or officer of a body
corporate of which the corporation is or was a shareholder or creditor,  and his
heirs and legal  representatives,  against  all  costs,  charges  and  expenses,
including  an amount paid to settle an action or satisfy a judgment,  reasonably
incurred  by him or her in  respect  of any civil,  criminal  or  administrative
action  or  proceeding  to which he is made a party by reason of being or having
been a director or officer of such corporation or body corporation, if,

         (a)      he acted  honestly  and in good  faith with a view to the best
                  interests of the corporation; and

         (b)      in  the  case  of  a  criminal  or  administrative  action  or
                  proceeding  that is  enforced  by a monetary  penalty,  he had
                  reasonable  grounds for believing  that his or her conduct was
                  lawful.

         Subsection  136(2) of the Act provides that a corporation may, with the
approval of the court,  indemnify a person  referred to in subsection  136(1) of
the Act in  respect  of an action by or on  behalf  of the  corporation  or body
corporate  to  procure a judgment  in its  favor,  to which the person is made a
party  by  reason  of being or  having  been a  director  or an  officer  of the
corporation  or  body  corporate,   against  all  costs,  charges  and  expenses
reasonably  incurred by the person in connection with such action if he fulfills
the conditions set out in clauses 136(1)(a) and 136(1))(b) of the Act.

         Subsection  136(3) of the Act provides that despite anything in section
136 of the Act, a person referred to in subsection 136(1) of the Act is entitled
to indemnity from the corporation in respect of all costs,  charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative  action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,

         (a)      was  substantially  successful on the merits in his defense of
                  the action or proceeding; and

         (b)      fulfills  the  conditions  set out in  clauses  136(1)(a)  and
                  136(1)(b) of the Act.

         Subsection  136(4) of the Act provides that a corporation  may purchase
and maintain  insurance for the benefit of any person  referred to in subsection
136(1) of the Act against any liability incurred by the person,

         (a)      in his  capacity as a director or officer of the  corporation,
                  except where the liability  relates to the person's failure to
                  act  honestly  and in  good  faith  with a  view  to the  best
                  interests of the corporation; or

         (b)      in his  capacity  as a director  or  officer  of another  body
                  corporate  where the person acts or acted in that  capacity at
                  the corporation's request,  except where the liability relates
                  to the person's failure to act honestly and in good faith with
                  a view to the best interests of the body corporate.

         Subsection  136(5) of the Act provides that a  corporation  or a person
referred to in subsection  136(1) of the Act may apply to the court for an order
approving an indemnity  under  section 136 of the Act and the court may so order
and make any further order it thinks fit.

         Subsection  136(6) of the Act provides that upon an  application  under
subsection  136(5) of the Act,  the  court  may order  notice to be given to any
interested  person and such  person is entitled to appear and be heard in person
or by counsel.

                                       -3-
<PAGE>


         The  Registrant's   By-laws,  as  amended,   provide  that  subject  to
subsection  2 of  section  147 of the Act,  every  director  and  officer of the
Registrant  and his heirs,  executors,  administrators  and other legal personal
representatives  shall,  from time to time, be indemnified and saved harmless by
the  Registrant  from and  against  any  liability  and all costs,  charges  and
expenses  that such  director  or officer  sustains  or incurs in respect of any
action,  suit or proceeding that is proposed or commenced  against him for or in
respect of anything  done or permitted by him in respect of the execution of the
duties of his office and all other costs,  charges and expenses that he sustains
or incurs in  respect of the  affairs  of the  Registrant,  except  such  costs,
charges or expenses as are occasioned by his own wilful  neglect or default.  In
addition,  the  board  of  directors  of the  Registrant  has  passed,  and  the
shareholders  have confirmed,  several special By-laws  authorizing the board of
directors, among other things, to borrow money and issue bonds or debentures and
to secure  any such  borrowing  by  mortgaging  or  pledging  all or part of the
Registrant's  assets.  The  special  By-laws  further  authorize  the  board  of
directors  to delegate  the  foregoing  powers to any director or officer and to
give  indemnities  to any such  director or other person acting on behalf of the
registrant  and  secure  any such  person  against  loss by giving him by way of
security a mortgage or charge upon all of the  currently  owned or  subsequently
acquired property, undertakings, and rights of the Registrant.

         Pursuant  to  an  employment   agreement  with  William  P.  Long,  the
President,  Chief  Executive  Officer  and a  director  of the  Registrant,  the
Registrant  has agreed to assume all liability  for and to  indemnify,  protect,
save,  and hold Dr. Long  harmless  from and against any and all losses,  costs,
expenses,  attorneys' fees, claims,  demands,  liability,  suits, and actions of
every kind and  character  which may be imposed  upon or incurred by Dr. Long on
account of, arising directly or indirectly from, or in any way connected with or
related  to Dr.  Long's  activities  as an  officer  and  member of the board of
directors  of the  Registrant,  except as arise as a result of fraud,  felonious
conduct, gross negligence or acts of moral turpitude on the part of Dr. Long. In
addition,  Mineral Recovery Systems, Inc. ("MRS"), a wholly-owned  subsidiary of
the  Registrant,  has  agreed  to assume  all  liability  for and to  indemnify,
protect,  save,  and  hold  harmless  Patrick  Costin  (Vice  President  of  the
Registrant  and  President  of MRS) from and against any and all losses,  costs,
expenses,  attorneys' fees, claims, demands,  liabilities,  suits and actions of
every kind and  character  which may be imposed on or incurred by Mr.  Costin on
account of,  arising  directly or indirectly  from, or in any way connected with
Mr.  Costin's  activities  as  manager,  officer,  or  director  of  MRS  or the
Registrant.

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant  maintains  insurance  through a commercial  carrier  against certain
liabilities  which may be incurred by its directors and officers.  The foregoing
description is necessarily  general and does not describe all details  regarding
the  indemnification  of  officers,  directors  or  controlling  persons  of the
Registrant.


Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.


Item 8.  Exhibits.
         ---------

         See the Exhibit Index on page 7.


Item 9.  Undertakings.
         -------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i) To include  any prospectus required by section 10
                  (a)(3) of the Securities Act;


                                       -4-

<PAGE>


                           (ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference 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 the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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 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.

                                       -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 Cody, State of Wyoming, on September 28, 1998.

                                 ALTAIR INTERNATIONAL INC.


                                 By    /s/ William P. Long
                                       -------------------
                                           William P. Long
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         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.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints William P.
Long  and C.  Patrick  Costin,  and  each  of  them,  as  his  true  and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
              Signature                         Title                                    Date
              ---------                         -----                                    ----


<S>                            <C>                                                   <C> 
/s/  William P. Long           President, Chief Executive Officer, and Director      September 28, 1998
----------------------         (Principal Executive Officer and authorized
William P. Long                representative of the Registrant in the United States)


/s/  C. Patrick Costin         Vice President and Chief Financial Officer            September 28, 1998
----------------------         (Principal Financial Officer and Principal
C. Patrick Costin              Accounting Officer)


/s/ James I. Golla             Secretary and Director                                September 28, 1998
----------------------
James I. Golla


/s/ George E. Hartman          Director                                              September 28, 1998
----------------------
George E. Hartman


/s/ Robert Sheldon             Director                                              September 28, 1998
----------------------
Robert Sheldon
</TABLE>


                                       -6-

<PAGE>



<TABLE>
<CAPTION>
                                             ALTAIR INTERNATIONAL INC

                                                   EXHIBIT INDEX

Exhibit                                                                                         Sequential System
  No.                                           Exhibit                                              Page No.
-------         ------------------------------------------------------------------------       --------------------
<S>   <C>       <C>                                                                                     <C>
      4.1       Articles of Incorporation of the Registrant (incorporated by reference to
                Registration Statement on Form 10-SB filed with the Commission on
                November 25, 1996).                                                                     --

      4.2       Amendment to Articles of Incorporation of the Registrant dated
                November 6, 1996 (incorporated by reference to Amendment No. 1 to
                Registration Statement on Form 10 filed with the Commission on
                December 23, 1996).                                                                     --

      4.3       Bylaws of the Registrant (incorporated by reference to Registration
                Statement on Form 10-SB filed with the Commission on November 25,
                1996).                                                                                  --

      4.4       Form of Common Stock Certificate (incorporated by reference to
                Registration Statement on Form 10-SB filed with the Commission on
                November 25, 1996).                                                                     --

      4.5       1998 Altair International Inc. Stock Option Plan (incorporated by
                reference to Management Information Circular and Proxy Statement
                filed with the Commission on May 12, 1998).                                             --

      5         Opinion of Beach, Hepburn as to the legality of the securities offered                  8

     23.1       Consent of Beach, Hepburn (included in Exhibit No. 5)                                   --

     23.2       Consent of McGovern, Hurley, Cunningham                                                 10

     24         Powers of Attorney (included on page 6 of the Registration Statement).                  --
</TABLE>

                                       -7-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24628}]
{"company-data": {"conformed-name": "ALTAIR INTERNATIONAL INC", "cik": "0001016546", "assigned-sic": "1000", "irs-number": "870372759", "state-of-incorporation": "A6", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64495", "film-number": "98716992"}, "business-address": {"street1": "1725 SHERIDAN AVE", "street2": "SUITE 140", "city": "CODY", "state": "WY", "zip": "82414", "phone": "3075878245"}, "mail-address": {"street1": "1070 W 2300 SOUTH", "city": "SALT LAKE CITY", "state": "UT", "zip": "84119"}, "former-company": {"former-conformed-name": "ALTAIR INTERNATIONAL GOLD INC", "date-changed": "19960611"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933
                              --------------------

                            ALTAIR INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

        Province of                                     None
          Ontario,                               (I.R.S. Employer
           Canada                                Identification No.)
(State or other jurisdiction of
incorporation or organization)
                              --------------------

                         1725 Sheridan Avenue, Suite 140
                               Cody, Wyoming 82414
                    (Address of Principal Executive Offices,
                               including Zip Code)

                            ALTAIR INTERNATIONAL INC.
                                STOCK OPTION PLAN

                            (Full title of the plan)

        WILLIAM P. LONG                                Copy to:
           President                                BRIAN G. LLOYD
   Altair International Inc.              Kimball, Parr, Waddoups, Brown & Gee
1725 Sheridan Avenue, Suite 140            185 South State Street, Suite 1300
      Cody, Wyoming 82414                     Salt Lake City, Utah 84111
        (307) 587-8245                             (801) 532-7840
 (Name, address and telephone
 number, including area code,
     of agent for service)
                              --------------------
CALCULATION OF REGISTRATION FEE
========================================================================================================================

                                                                  Proposed           Proposed
                                                                  Maximum             Maximum
                                            Amount to be       Offering Price        Aggregate           Amount of
  Title of Securities to be Registered       Registered         per Share(1)     Offering Price(1)  Registration Fee(1)
------------------------------------------------------------------------------------------------------------------------
Common Shares, no par value.............      2,000,000            $8.875           $17,750,000            $5,325
                                               shares
========================================================================================================================
(1)      Pursuant to Rules  457(h)(1) and 457(c),  the offering price per share,
         aggregate offering price and registration fee are computed on the basis
         of the  average  of the high and low sales  prices as  reported  on the
         Nasdaq National Market on September 25, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ------------------
Item 2.  Registrant Information and Plan Annual Information.*
         ----------------------------------------------------

         *        Information  required by Part I to be contained in the Section
                  10(a) prospectus is omitted from this  Registration  Statement
                  in accordance  with Rule 428 under the Securities Act of 1933,
                  as amended (the  "Securities  Act"), and the Note to Part I of
                  Form S-8 promulgated thereunder.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The  following  documents  filed  by  Altair  International  Inc.  (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
December 31, 1997, as amended by an Amendment No. 1 to the  Registrant's  Annual
Report on Form 10-K/A filed with the Commission on May 18, 1998.

         (b) The Registrant's  Quarterly  Reports on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998.

         (c) The description registrant's Common Shares, no par value, contained
in the Registrant's Registration Statement on Form 10 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

         In  addition,  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  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

         The financial  statements and schedules of the  Registrant  included in
the  Registrant's  Annual  Report on Form 10-K for the year ended  December  31,
1997,  as amended by Amendment No. 1 to the  Registrant's  Annual Report on Form
10-K/A filed with the Commission on May 18, 1998, and  incorporated by reference
in  this  Registration  Statement,  have  been  audited  by  McGovern,   Hurley,
Cunningham,  independent public accountants,  as indicated in their reports with
respect thereto,  and are incorporated  herein in reliance upon the authority of
said firm as experts in giving said reports.

         Future  financial  statements of the Registrant and the reports thereon
by McGovern,  Hurley,  Cunningham  also will be incorporated by reference in the
Registration Statement in reliance upon the authority of that firm as experts in
giving those reports;  provided,  however, only to the extent that said firm has
audited  those  financial  statements  and consented to the use of their reports
thereon.

Item 4.  Description of Securities.
         --------------------------

         Not applicable.

                                       -2-
Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Subsection 136(1) of the Business  Corporation Act, Ontario (the "Act")
provides  that  a  corporation  may  indemnify  a  director  or  officer  of the
corporation,  a former  director or officer of the  corporation  or a person who
acts or acted at the  corporation's  request as a director  or officer of a body
corporate of which the corporation is or was a shareholder or creditor,  and his
heirs and legal  representatives,  against  all  costs,  charges  and  expenses,
including  an amount paid to settle an action or satisfy a judgment,  reasonably
incurred  by him or her in  respect  of any civil,  criminal  or  administrative
action  or  proceeding  to which he is made a party by reason of being or having
been a director or officer of such corporation or body corporation, if,

         (a)      he acted  honestly  and in good  faith with a view to the best
                  interests of the corporation; and

         (b)      in  the  case  of  a  criminal  or  administrative  action  or
                  proceeding  that is  enforced  by a monetary  penalty,  he had
                  reasonable  grounds for believing  that his or her conduct was
                  lawful.

         Subsection  136(2) of the Act provides that a corporation may, with the
approval of the court,  indemnify a person  referred to in subsection  136(1) of
the Act in  respect  of an action by or on  behalf  of the  corporation  or body
corporate  to  procure a judgment  in its  favor,  to which the person is made a
party  by  reason  of being or  having  been a  director  or an  officer  of the
corporation  or  body  corporate,   against  all  costs,  charges  and  expenses
reasonably  incurred by the person in connection with such action if he fulfills
the conditions set out in clauses 136(1)(a) and 136(1))(b) of the Act.

         Subsection  136(3) of the Act provides that despite anything in section
136 of the Act, a person referred to in subsection 136(1) of the Act is entitled
to indemnity from the corporation in respect of all costs,  charges and expenses
reasonably incurred by him in connection with the defense of any civil, criminal
or administrative  action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body corporate,
if the person seeking indemnity,

         (a)      was  substantially  successful on the merits in his defense of
                  the action or proceeding; and

         (b)      fulfills  the  conditions  set out in  clauses  136(1)(a)  and
                  136(1)(b) of the Act.

         Subsection  136(4) of the Act provides that a corporation  may purchase
and maintain  insurance for the benefit of any person  referred to in subsection
136(1) of the Act against any liability incurred by the person,

         (a)      in his  capacity as a director or officer of the  corporation,
                  except where the liability  relates to the person's failure to
                  act  honestly  and in  good  faith  with a  view  to the  best
                  interests of the corporation; or

         (b)      in his  capacity  as a director  or  officer  of another  body
                  corporate  where the person acts or acted in that  capacity at
                  the corporation's request,  except where the liability relates
                  to the person's failure to act honestly and in good faith with
                  a view to the best interests of the body corporate.

         Subsection  136(5) of the Act provides that a  corporation  or a person
referred to in subsection  136(1) of the Act may apply to the court for an order
approving an indemnity  under  section 136 of the Act and the court may so order
and make any further order it thinks fit.

         Subsection  136(6) of the Act provides that upon an  application  under
subsection  136(5) of the Act,  the  court  may order  notice to be given to any
interested  person and such  person is entitled to appear and be heard in person
or by counsel.

                                       -3-
The  Registrant's   By-laws,  as  amended,   provide  that  subject  to
subsection  2 of  section  147 of the Act,  every  director  and  officer of the
Registrant  and his heirs,  executors,  administrators  and other legal personal
representatives  shall,  from time to time, be indemnified and saved harmless by
the  Registrant  from and  against  any  liability  and all costs,  charges  and
expenses  that such  director  or officer  sustains  or incurs in respect of any
action,  suit or proceeding that is proposed or commenced  against him for or in
respect of anything  done or permitted by him in respect of the execution of the
duties of his office and all other costs,  charges and expenses that he sustains
or incurs in  respect of the  affairs  of the  Registrant,  except  such  costs,
charges or expenses as are occasioned by his own wilful  neglect or default.  In
addition,  the  board  of  directors  of the  Registrant  has  passed,  and  the
shareholders  have confirmed,  several special By-laws  authorizing the board of
directors, among other things, to borrow money and issue bonds or debentures and
to secure  any such  borrowing  by  mortgaging  or  pledging  all or part of the
Registrant's  assets.  The  special  By-laws  further  authorize  the  board  of
directors  to delegate  the  foregoing  powers to any director or officer and to
give  indemnities  to any such  director or other person acting on behalf of the
registrant  and  secure  any such  person  against  loss by giving him by way of
security a mortgage or charge upon all of the  currently  owned or  subsequently
acquired property, undertakings, and rights of the Registrant.

         Pursuant  to  an  employment   agreement  with  William  P.  Long,  the
President,  Chief  Executive  Officer  and a  director  of the  Registrant,  the
Registrant  has agreed to assume all liability  for and to  indemnify,  protect,
save,  and hold Dr. Long  harmless  from and against any and all losses,  costs,
expenses,  attorneys' fees, claims,  demands,  liability,  suits, and actions of
every kind and  character  which may be imposed  upon or incurred by Dr. Long on
account of, arising directly or indirectly from, or in any way connected with or
related  to Dr.  Long's  activities  as an  officer  and  member of the board of
directors  of the  Registrant,  except as arise as a result of fraud,  felonious
conduct, gross negligence or acts of moral turpitude on the part of Dr. Long. In
addition,  Mineral Recovery Systems, Inc. ("MRS"), a wholly-owned  subsidiary of
the  Registrant,  has  agreed  to assume  all  liability  for and to  indemnify,
protect,  save,  and  hold  harmless  Patrick  Costin  (Vice  President  of  the
Registrant  and  President  of MRS) from and against any and all losses,  costs,
expenses,  attorneys' fees, claims, demands,  liabilities,  suits and actions of
every kind and  character  which may be imposed on or incurred by Mr.  Costin on
account of,  arising  directly or indirectly  from, or in any way connected with
Mr.  Costin's  activities  as  manager,  officer,  or  director  of  MRS  or the
Registrant.

         Indemnification may be granted pursuant to any other agreement,  bylaw,
or  vote of  shareholders  or  directors.  In  addition  to the  foregoing,  the
Registrant  maintains  insurance  through a commercial  carrier  against certain
liabilities  which may be incurred by its directors and officers.  The foregoing
description is necessarily  general and does not describe all details  regarding
the  indemnification  of  officers,  directors  or  controlling  persons  of the
Registrant.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

Item 8.  Exhibits.
         ---------

         See the Exhibit Index on page 7.

Item 9.  Undertakings.
         -------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i) To include  any prospectus required by section 10
                  (a)(3) of the Securities Act;

                                       -4-
(ii) To reflect in the prospectus any facts or events
                  arising  after  the  effective   date  of  this   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  this
                  Registration Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant  pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference 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 the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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
Securities 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 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.

                                       -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 Cody, State of Wyoming, on September 28, 1998.

                                 ALTAIR INTERNATIONAL INC.

                                 By    /s/ William P. Long
                                       -------------------
                                           William P. Long
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         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.  Each person  whose  signature  to this
Registration  Statement appears below hereby constitutes and appoints William P.
Long  and C.  Patrick  Costin,  and  each  of  them,  as  his  true  and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.
Signature                         Title                                    Date
              ---------                         -----                                    ----
/s/  William P. Long           President, Chief Executive Officer, and Director      September 28, 1998
----------------------         (Principal Executive Officer and authorized
William P. Long                representative of the Registrant in the United States)

/s/  C. Patrick Costin         Vice President and Chief Financial Officer            September 28, 1998
----------------------         (Principal Financial Officer and Principal
C. Patrick Costin              Accounting Officer)

/s/ James I. Golla             Secretary and Director                                September 28, 1998
----------------------
James I. Golla

/s/ George E. Hartman          Director                                              September 28, 1998
----------------------
George E. Hartman

/s/ Robert Sheldon             Director                                              September 28, 1998
----------------------
Robert Sheldon
-6-
ALTAIR INTERNATIONAL INC

                                                   EXHIBIT INDEX

Exhibit                                                                                         Sequential System
  No.                                           Exhibit                                              Page No.
-------         ------------------------------------------------------------------------       --------------------
4.1       Articles of Incorporation of the Registrant (incorporated by reference to
                Registration Statement on Form 10-SB filed with the Commission on
                November 25, 1996).                                                                     --

      4.2       Amendment to Articles of Incorporation of the Registrant dated
                November 6, 1996 (incorporated by reference to Amendment No. 1 to
                Registration Statement on Form 10 filed with the Commission on
                December 23, 1996).                                                                     --

      4.3       Bylaws of the Registrant (incorporated by reference to Registration
                Statement on Form 10-SB filed with the Commission on November 25,
                1996).                                                                                  --

      4.4       Form of Common Stock Certificate (incorporated by reference to
                Registration Statement on Form 10-SB filed with the Commission on
                November 25, 1996).                                                                     --

      4.5       1998 Altair International Inc. Stock Option Plan (incorporated by
                reference to Management Information Circular and Proxy Statement
                filed with the Commission on May 12, 1998).                                             --

      5         Opinion of Beach, Hepburn as to the legality of the securities offered                  8

     23.1       Consent of Beach, Hepburn (included in Exhibit No. 5)                                   --

     23.2       Consent of McGovern, Hurley, Cunningham                                                 10

     24         Powers of Attorney (included on page 6 of the Registration Statement).                  --
-7-