As filed with the Securities and Exchange Commission on February 16, 1996
                       CONFORMED SIGNATURES WITH EXHIBITS
                                                                  
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                   

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

                  ALANCO ENVIRONMENTAL RESOURCES CORPORATION
            (Exact name of Registrant as specified in its charter)

ARIZONA                                      86-0220694
(State of Incorporation)                (I.R.S. Employer ID No.)

      4110 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85251      
(Address of Principal Offices)

                The Alanco Environmental Resources Corporation
                       1995 Incentive Stock Option Plan
                           (Full Title of the Plan)

                                Norman E. Meyer
                  Alanco Environmental Resources Corporation
                      4110 N. Scottsdale Road, Suite 200
                              Scottsdale, AZ 85251
                    (Name and address of Agent for Service)
 
                                (602) 874-0448
         (Telephone number, including area code of Agent for Service)


                        CALCULATION OF REGISTRATION FEE

Title of       Amount of      Max. Off.  Maximum       Amount of
Securities     Securities     Price Per  Aggregate     Registration
Registered     Registered     Share (1)  Offering      Price Fee  
----------     ----------     ---------  ----------    -------------

Common Stock   1,000,000       3.875     3,875,000      1,336.22
(2)

(1)  Estimated pursuant to Rule 457 and based upon the average of  the closing
     bid and asked price for the Registrant's common stock on February 15,
     1996, a date within 5 business days of the filing of this Registration
     Statement.

(2)  Issuable upon the exercise of Options granted and to be granted pursuant
     to the Plan.<PAGE>

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

Item 1.  Plan Information.

     The documents containing the information related to the Alanco
Environmental Resources Corporation 1995 Incentive Stock Option Plan which is
not being filed as part of this Registration Statement (the "Registration
Statement") and documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement, which taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933 (the "Securities Act") will be sent or given to a participant by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.


Item 2.  Registrant Information and Employee Plan Annual Information.

     As required by this Item, the Registrant shall provide to a participant a
written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule
428(b) under the Securities Act.  The statement shall include the address
listing the title or department and telephone number to which the request is to
be directed.


                                    Part II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

     The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
         June 30, 1995.

     (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 1995.

     (c) All other documents filed by Registrant after the date of this
         Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
         Securities Exchange Act of 1934, (the Exchange Act) since the end of
         the fiscal year covered by the annual report referred to in (a) above.

Item 4.  Description of Securities: The Registrant's no par value common stock
         is listed for trading on the NASDAQ System under the symbol "ALAN".  
         Each share of common stock is entitled to its pro rata share of any
         dividends declared by the Registrant. Each share of common stock is
         entitled to one vote on all matters submitted to the stockholders. 
         Cumulative voting for the election of directors is permitted.  There
         are no other liquidation rights, preemptive rights or other rights
         attached to the common stock and nor is the common stock subject to
         any call, assessment or liability of the Registrant. 

Item 5.  Interests of Named Experts and Counsel: Not applicable.

Item 6.  Indemnification of Officers and Directors.

     The Registrant's Articles of Incorporation and Bylaws and the laws of the
State of Arizona provide for indemnification of directors of the Registrant who


                                       2<PAGE>
are indemnified generally against expenses actually and reasonably incurred in
connection with proceedings, whether civil or criminal, provided that it is
determined that they acted in good faith, were not found guilty, and, in any
criminal matter, had reasonable cause to believe that their conduct was not
unlawful.

Item 7.  Exemption from Registration Claimed: Not Applicable

Item 8.  Exhibits.
                                 EXHIBIT INDEX

        Exhibit                                           Page or
        Number              Description              Method of Filing
        -------            ------------              ----------------


          4.1    1995 Incentive Stock Option Plan     Filed herewith

          4.2    Form of Incentive Stock Option       Filed herewith
                 Agreement

           5     Opinion rendered by Squire,          Filed herewith
                 Sanders & Dempsey, counsel for
                 the Registrant (including
                 consent)

         23.1    Consent of Billie J. Allred,         Filed herewith
                 Certified Public Accountant

         23.2    Consent of Counsel                    See Exhibit 5

 
Item 9.  Undertakings.

           (a) The undersigned Registrant hereby undertakes.

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

           (i) To include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
           the effective date of the Registration Statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information in the
           Registration Statement;

           (iii) To include any material information with respect to the Plan
           of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement.

           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 Securities Exchange Act of 1934,
as amended that are incorporated by reference into this Registration Statement.

           (2) 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 to the securities offered therein, and the


                                       3<PAGE>
offering of such securities offered 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

(c) 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 provisions described in Item 6, 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 its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue. 


































                                       4<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 Scottsdale, State of Arizona on this 16th day
of February, 1996.

ALANCO ENVIRONMENTAL RESOURCES CORPORATION


By: Norman E. Meyer                           
--------------------------------
     Norman E. Meyer, President

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


       NAME                                   TITLE                 DATE

       Kevin L. Jones         Chief Financial Officer              2/15/96
       ------------------     Director
       Kevin L. Jones        

       James G. Ricketts      Director                             2/5/96   
       ------------------
       James G.  Ricketts

       Larry G. Nelson        Director                             2/2/96   
       ------------------
       Larry G. Nelson

       Peter D Van Oosterhout Director                             2/8/96
       ------------------
       Peter D. Van Oosterhout

       Bradley L. Gordon      Director                             2/9/96   
       ------------------
       Bradley L. Gordon

                              Director                     
       ------------------
       Robert J. Scannell

       Dennis Schlegel        Director                             2/2/96   
       ------------------
       Dennis Schlegel

       Harold S. Carpenter    Director                             2/9/96   
       ------------------
       Harold S. Carpenter

       John Connelly          Director                             2/7/96   
       ------------------
       John Connelly

       Steven H. Davis        Director                             2/6/96   
       ------------------
       Steven H. Davis
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12333}]
{"company-data": {"conformed-name": "ALANCO ENVIRONMENTAL RESOURCES CORP", "cik": "0000098618", "assigned-sic": "3564", "irs-number": "860220694", "state-of-incorporation": "AZ", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01015", "film-number": "96522831"}, "business-address": {"street1": "151 SOUTH MAIN STREET", "street2": "STE 200", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111", "phone": "8015327776"}, "mail-address": {"street1": "4110 N SCOTTSDALE ROAD", "street2": "SUITE 200", "city": "SCOTTSDALE", "state": "AZ", "zip": "85251"}, "former-company": [{"former-conformed-name": "ALANCO RESOURCES CORP", "date-changed": "19920703"}, {"former-conformed-name": "ALANCO LTD", "date-changed": "19901004"}, {"former-conformed-name": "TOMBSTONE MINERAL RESERVES INC", "date-changed": "19801106"}]}
As filed with the Securities and Exchange Commission on February 16, 1996
                       CONFORMED SIGNATURES WITH EXHIBITS
                                                                  
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                   

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

                  ALANCO ENVIRONMENTAL RESOURCES CORPORATION
            (Exact name of Registrant as specified in its charter)

ARIZONA                                      86-0220694
(State of Incorporation)                (I.R.S. Employer ID No.)

      4110 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85251      
(Address of Principal Offices)

                The Alanco Environmental Resources Corporation
                       1995 Incentive Stock Option Plan
                           (Full Title of the Plan)

                                Norman E. Meyer
                  Alanco Environmental Resources Corporation
                      4110 N. Scottsdale Road, Suite 200
                              Scottsdale, AZ 85251
                    (Name and address of Agent for Service)
 
                                (602) 874-0448
         (Telephone number, including area code of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

Title of       Amount of      Max. Off.  Maximum       Amount of
Securities     Securities     Price Per  Aggregate     Registration
Registered     Registered     Share (1)  Offering      Price Fee  
----------     ----------     ---------  ----------    -------------

Common Stock   1,000,000       3.875     3,875,000      1,336.22
(2)

(1)  Estimated pursuant to Rule 457 and based upon the average of  the closing
     bid and asked price for the Registrant's common stock on February 15,
     1996, a date within 5 business days of the filing of this Registration
     Statement.

(2)  Issuable upon the exercise of Options granted and to be granted pursuant
     to the Plan.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information related to the Alanco
Environmental Resources Corporation 1995 Incentive Stock Option Plan which is
not being filed as part of this Registration Statement (the "Registration
Statement") and documents incorporated by reference in response to Item 3 of
Part II of this Registration Statement, which taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933 (the "Securities Act") will be sent or given to a participant by the
Registrant as specified by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

     As required by this Item, the Registrant shall provide to a participant a
written statement advising them of the availability without charge, upon
written or oral request, of documents incorporated by reference in Item 3 of
Part II hereof and of documents required to be delivered pursuant to Rule
428(b) under the Securities Act.  The statement shall include the address
listing the title or department and telephone number to which the request is to
be directed.

                                    Part II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

     The Registrant incorporates the following documents filed with the
Securities and Exchange Commission by reference in this Registration Statement:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
         June 30, 1995.

     (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         September 30, 1995.

     (c) All other documents filed by Registrant after the date of this
         Registration Statement under Section 13(a), 13(c), 14 and 15(d) of the
         Securities Exchange Act of 1934, (the Exchange Act) since the end of
         the fiscal year covered by the annual report referred to in (a) above.

Item 4.  Description of Securities: The Registrant's no par value common stock
         is listed for trading on the NASDAQ System under the symbol "ALAN".  
         Each share of common stock is entitled to its pro rata share of any
         dividends declared by the Registrant. Each share of common stock is
         entitled to one vote on all matters submitted to the stockholders. 
         Cumulative voting for the election of directors is permitted.  There
         are no other liquidation rights, preemptive rights or other rights
         attached to the common stock and nor is the common stock subject to
         any call, assessment or liability of the Registrant. 

Item 5.  Interests of Named Experts and Counsel: Not applicable.

Item 6.  Indemnification of Officers and Directors.

     The Registrant's Articles of Incorporation and Bylaws and the laws of the
State of Arizona provide for indemnification of directors of the Registrant who

                                       2
are indemnified generally against expenses actually and reasonably incurred in
connection with proceedings, whether civil or criminal, provided that it is
determined that they acted in good faith, were not found guilty, and, in any
criminal matter, had reasonable cause to believe that their conduct was not
unlawful.

Item 7.  Exemption from Registration Claimed: Not Applicable

Item 8.  Exhibits.
                                 EXHIBIT INDEX

        Exhibit                                           Page or
        Number              Description              Method of Filing
        -------            ------------              ----------------

          4.1    1995 Incentive Stock Option Plan     Filed herewith

          4.2    Form of Incentive Stock Option       Filed herewith
                 Agreement

           5     Opinion rendered by Squire,          Filed herewith
                 Sanders & Dempsey, counsel for
                 the Registrant (including
                 consent)

         23.1    Consent of Billie J. Allred,         Filed herewith
                 Certified Public Accountant

         23.2    Consent of Counsel                    See Exhibit 5

 
Item 9.  Undertakings.

           (a) The undersigned Registrant hereby undertakes.

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

           (i) To include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
           the effective date of the Registration Statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information in the
           Registration Statement;

           (iii) To include any material information with respect to the Plan
           of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement.

           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 Securities Exchange Act of 1934,
as amended that are incorporated by reference into this Registration Statement.

           (2) 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 to the securities offered therein, and the

                                       3
offering of such securities offered 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

(c) 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 provisions described in Item 6, 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 its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the questions whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue. 

                                       4
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 Scottsdale, State of Arizona on this 16th day
of February, 1996.

ALANCO ENVIRONMENTAL RESOURCES CORPORATION

By: Norman E. Meyer                           
--------------------------------
     Norman E. Meyer, President

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

       NAME                                   TITLE                 DATE

       Kevin L. Jones         Chief Financial Officer              2/15/96
       ------------------     Director
       Kevin L. Jones        

       James G. Ricketts      Director                             2/5/96   
       ------------------
       James G.  Ricketts

       Larry G. Nelson        Director                             2/2/96   
       ------------------
       Larry G. Nelson

       Peter D Van Oosterhout Director                             2/8/96
       ------------------
       Peter D. Van Oosterhout

       Bradley L. Gordon      Director                             2/9/96   
       ------------------
       Bradley L. Gordon

                              Director                     
       ------------------
       Robert J. Scannell

       Dennis Schlegel        Director                             2/2/96   
       ------------------
       Dennis Schlegel

       Harold S. Carpenter    Director                             2/9/96   
       ------------------
       Harold S. Carpenter

       John Connelly          Director                             2/7/96   
       ------------------
       John Connelly

       Steven H. Davis        Director                             2/6/96   
       ------------------
       Steven H. Davis