As filed with the Securities and Exchange Commission
                      on August 23, 1996
                                       Registration No. 33-_____
================================================================

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

                          FORM S-8
                   REGISTRATION STATEMENT
                            Under
                 The Securities Act of 1933
                                         
                    ---------------------
                 ENVIRODYNE INDUSTRIES, INC.
   (Exact name of registrant as specified in its charter)

    Delaware                               95-2677354
(State or other jurisdiction of         (I.R.S. Employer 
 incorporation or organization)        Identification No.)

                 Envirodyne Industries, Inc.
                 701 Harger Road, Suite 190
                 Oak Brook, Illinois  60521
                       (630) 571-8800
          (Address of Principal Executive Offices)

                Envirodyne Industries, Inc.
                  1993 Stock Option Plan
                (As Amended and Restated)
                 (Full title of the plan)


     STEPHEN M. SCHUSTER
        Vice President,
Secretary and General Counsel
 Envirodyne Industries, Inc.
 701 Harger Road, Suite 190
 Oak Brook, Illinois  60521
        (630) 571-8800
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
Gary D. Gerstman
Sidley & Austin
One First National Plaza
Chicago, Illinois  60603
(312) 853-2060

<TABLE>
CALCULATION OF REGISTRATION FEE

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                Proposed                 Proposed                Proposed
Title of securities            Amount to be          maximum offering        maximum aggregate         Amount of
 to be registered               registered            price per share         offering price         registration fee 
- ----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                    <C>                      <C>  
Common Stock, $.01 par value    900,000 shares             $3.8125 (1)            $3,431,250 (1)          $1,183.19

Common Stock Purchase Rights    900,000 (2)                     -- (2)                    -- (2)                 -- (2)

<FN>
(1)  Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c)
     under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock of the
     Registrant on The Nasdaq National Market on August 21, 1996.

(2)  Rights are initially carried and traded with the Common Stock of the Registrant.  Value attributable to such
     rights, if any, is reflected in the market price of the Common Stock.  

</TABLE>

============================================================
<PAGE>
                                  PART II
                     INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT


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

          The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by
Envirodyne Industries, Inc. (the "Company") are incorporated
herein by reference:  

      (a)     The Company's Annual Report on Form 10-K
              for the fiscal year ended December 28, 1995.  

      (b)      All other reports filed by the Company
               pursuant to Section 13(a) or 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"),
               since December 28, 1995.  

      (c)     The description of the Company's common
              stock, par value $.01 per share (the "Common Stock"),
              which is contained in the Registration Statement on
              Form 8-A filed with the Commission on November 12, 1993
              under the Exchange Act, including any subsequent
              amendment or any report filed for the purpose of
              updating such description.  

      (d)     The description of the Company's common
              stock purchase rights, which is contained in the
              Registration Statement filed with the Commission on
              June 26, 1996 under the Exchange Act, including any
              subsequent amendment or any report filed for the
              purpose of updating such description.  

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").  

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

          Not applicable.

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

          Mr. Stephen M. Schuster, Vice President, Secretary and
General Counsel of the Company, beneficially owns 75,948 shares
of Common Stock of the Company (which includes options to
purchase 45,750 shares and 15,104 shares owned by Mr. Schuster's
spouse).  

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

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides that, in accordance with
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), a director of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payment of dividends
under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.  It
further provides that if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Company will be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides indemnification for directors
or officers to the fullest extent permitted by the DGCL.  The
Company's By-laws permit the Company to insure its directors,
officers, employees or agents against certain liabilities without
regard to whether they may be indemnified under Delaware law.

          Reference is made to Section 145 of the DGCL which
provides for indemnification of directors and officers in certain
circumstances.  Section 145 of the DGCL permits the
indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the
corporation) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
illegal.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. 
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action referred to above or in defense of any
claim, issue or matter therein, such representative shall be
indemnified against expenses (including attorney's fees) actually
and reasonably incurred in connection therewith.


Item 7.   Exemption from Registration Claimed
          -----------------------------------
          Not applicable.


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

          The Exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.  


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
          this 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 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.  Notwithstanding the foregoing, any
              increase or decrease in volume of securities
              offered (if the total dollar value of securities
              offered would not exceed that which was registered)
              and any deviation from the low or high and of the
              estimated maximum offering range may be reflected
              in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the
              changes in volume and price represent no more than
              a 20 percent change in the maximum aggregate
              offering price forth in the "Calculation of
              Registration Fee" table in the effective
              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 with
          or furnished to the Commission by the Company pursuant
          to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by
          reference in 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 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 of 1933, each filing of the registrant's annual
report pursuant to 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 this 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 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 of 1933 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 of 1933 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 Village of Oak
Brook, State of Illinois, on this 23rd day of August, 1996.

                              ENVIRODYNE INDUSTRIES, INC.

                              By:  /s/                            
                                  -------------------------------
                                         F. Edward Gustafson 
                                         Chairman of the Board,
                                         President, Chief
                                         Executive Officer and
                                         Director

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 23rd day of August,
1996.  Each person whose signature appears below hereby appoints
Stephen M. Schuster his or her true and lawful attorney-in-fact,
with power to act with or without the other and with full power
of substitution and resubstitution, in any and all capacities, to
sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue thereof.

   Signature and Title              Signature and Title
   -------------------              -------------------

/s/                             /s/                          
- -------------------------       ----------------------------
F. Edward Gustafson             Michael E. Heisley
Chairman of the Board,          Director
President, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/                             /s/                          
- -------------------------       ---------------------------
Gordon S. Donovan               Gregory R. Page
Vice President and Treasurer    Director
(Principal Financial
  and Accounting Officer)


/s/                             /s/                          
- -------------------------       ---------------------------
Robert N. Dangremond            Mark D. Senkpiel
Director                        Director

/s/                        
- -------------------------
Avram A. Glazer
Director


/s/                        
- --------------------------
Malcolm I. Glazer
Director

     INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
     -------------------------------------------------------

Exhibit      Description of Exhibit
- --------     ----------------------

 4.1          Amended and Restated Certificate of Incorporation of
              the Company (incorporated herein by reference to
              Exhibit 3.1 to Form 8-K filed under the Exchange Act,
              File No. 0-5485).  

 4.2          Bylaws of the Company (incorporated herein by reference
              to Exhibit 3.1 to Form 8-K filed under the Exchange Act,
              File No. 0-5485).

 4.3          Rights Agreement dated as of June 26, 1996 between the
              Company and Harris Trust and Savings Bank, as rights agent,
              together with the specimen certificate representing common
              stock purchase rights attached as Exhibit A thereto
              (incorporated herein by reference to Exhibit 1 of the
              Company's Registration Statement on Form 8-A filed under the 
              Exchange Act, File No. 0-5485).  

 4.4          Envirodyne Industries, Inc. 1993 Stock Option Plan (As Amended
              and Restated) (incorporated herein by reference to Appendix A
              to the Proxy Statement dated April 11, 1996 for the 1996 Annual
              Meeting of the Stockholders filed under the Exchange Act,
              File No. 0-5485).  

*5            Opinion of Stephen M. Schuster, Esq.

*23.1         Consent of Stephen M. Schuster, Esq. (included in Exhibit 5).

*23.2         Consent of Coopers & Lybrand L.L.P.

*24.1         Powers of Attorney (reference is made to the Signatures section
              of this Registration Statement for the Power of Attorney
              contained therein.)


_____________________
*     Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "S-8 EDYN '93 STOCK OPT PLAN, AMENDED-RESTATED", "secsgml_size_bytes": 19257}]
{"company-data": {"conformed-name": "ENVIRODYNE INDUSTRIES INC", "cik": "0000033073", "assigned-sic": "3089", "irs-number": "952677354", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10689", "film-number": "96619624"}, "business-address": {"street1": "701 HARGER ROAD STE 190", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7085718800"}, "former-company": {"former-conformed-name": "MGN INC", "date-changed": "19790425"}}
As filed with the Securities and Exchange Commission
                      on August 23, 1996
                                       Registration No. 33-_____
================================================================

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

                          FORM S-8
                   REGISTRATION STATEMENT
                            Under
                 The Securities Act of 1933
                                         
                    ---------------------
                 ENVIRODYNE INDUSTRIES, INC.
   (Exact name of registrant as specified in its charter)

    Delaware                               95-2677354
(State or other jurisdiction of         (I.R.S. Employer 
 incorporation or organization)        Identification No.)

                 Envirodyne Industries, Inc.
                 701 Harger Road, Suite 190
                 Oak Brook, Illinois  60521
                       (630) 571-8800
          (Address of Principal Executive Offices)

                Envirodyne Industries, Inc.
                  1993 Stock Option Plan
                (As Amended and Restated)
                 (Full title of the plan)

     STEPHEN M. SCHUSTER
        Vice President,
Secretary and General Counsel
 Envirodyne Industries, Inc.
 701 Harger Road, Suite 190
 Oak Brook, Illinois  60521
        (630) 571-8800
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
Gary D. Gerstman
Sidley & Austin
One First National Plaza
Chicago, Illinois  60603
(312) 853-2060

CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
                                Proposed                 Proposed                Proposed
Title of securities            Amount to be          maximum offering        maximum aggregate         Amount of
 to be registered               registered            price per share         offering price         registration fee 
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value    900,000 shares             $3.8125 (1)            $3,431,250 (1)          $1,183.19

Common Stock Purchase Rights    900,000 (2)                     -- (2)                    -- (2)                 -- (2)
(1)  Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c)
     under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock of the
     Registrant on The Nasdaq National Market on August 21, 1996.

(2)  Rights are initially carried and traded with the Common Stock of the Registrant.  Value attributable to such
     rights, if any, is reflected in the market price of the Common Stock.
============================================================
PART II
                     INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

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

          The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by
Envirodyne Industries, Inc. (the "Company") are incorporated
herein by reference:  

      (a)     The Company's Annual Report on Form 10-K
              for the fiscal year ended December 28, 1995.  

      (b)      All other reports filed by the Company
               pursuant to Section 13(a) or 15(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"),
               since December 28, 1995.  

      (c)     The description of the Company's common
              stock, par value $.01 per share (the "Common Stock"),
              which is contained in the Registration Statement on
              Form 8-A filed with the Commission on November 12, 1993
              under the Exchange Act, including any subsequent
              amendment or any report filed for the purpose of
              updating such description.  

      (d)     The description of the Company's common
              stock purchase rights, which is contained in the
              Registration Statement filed with the Commission on
              June 26, 1996 under the Exchange Act, including any
              subsequent amendment or any report filed for the
              purpose of updating such description.  

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").  

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

          Not applicable.

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

          Mr. Stephen M. Schuster, Vice President, Secretary and
General Counsel of the Company, beneficially owns 75,948 shares
of Common Stock of the Company (which includes options to
purchase 45,750 shares and 15,104 shares owned by Mr. Schuster's
spouse).  

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

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides that, in accordance with
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), a director of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payment of dividends
under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.  It
further provides that if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Company will be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides indemnification for directors
or officers to the fullest extent permitted by the DGCL.  The
Company's By-laws permit the Company to insure its directors,
officers, employees or agents against certain liabilities without
regard to whether they may be indemnified under Delaware law.

          Reference is made to Section 145 of the DGCL which
provides for indemnification of directors and officers in certain
circumstances.  Section 145 of the DGCL permits the
indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the
corporation) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
illegal.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. 
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action referred to above or in defense of any
claim, issue or matter therein, such representative shall be
indemnified against expenses (including attorney's fees) actually
and reasonably incurred in connection therewith.

Item 7.   Exemption from Registration Claimed
          -----------------------------------
          Not applicable.

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

          The Exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.  

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
          this 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 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.  Notwithstanding the foregoing, any
              increase or decrease in volume of securities
              offered (if the total dollar value of securities
              offered would not exceed that which was registered)
              and any deviation from the low or high and of the
              estimated maximum offering range may be reflected
              in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the
              changes in volume and price represent no more than
              a 20 percent change in the maximum aggregate
              offering price forth in the "Calculation of
              Registration Fee" table in the effective
              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 with
          or furnished to the Commission by the Company pursuant
          to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by
          reference in 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 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 of 1933, each filing of the registrant's annual
report pursuant to 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 this 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 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 of 1933 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 of 1933 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 Village of Oak
Brook, State of Illinois, on this 23rd day of August, 1996.

                              ENVIRODYNE INDUSTRIES, INC.

                              By:  /s/                            
                                  -------------------------------
                                         F. Edward Gustafson 
                                         Chairman of the Board,
                                         President, Chief
                                         Executive Officer and
                                         Director

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 23rd day of August,
1996.  Each person whose signature appears below hereby appoints
Stephen M. Schuster his or her true and lawful attorney-in-fact,
with power to act with or without the other and with full power
of substitution and resubstitution, in any and all capacities, to
sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue thereof.

   Signature and Title              Signature and Title
   -------------------              -------------------

/s/                             /s/                          
- -------------------------       ----------------------------
F. Edward Gustafson             Michael E. Heisley
Chairman of the Board,          Director
President, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/                             /s/                          
- -------------------------       ---------------------------
Gordon S. Donovan               Gregory R. Page
Vice President and Treasurer    Director
(Principal Financial
  and Accounting Officer)

/s/                             /s/                          
- -------------------------       ---------------------------
Robert N. Dangremond            Mark D. Senkpiel
Director                        Director

/s/                        
- -------------------------
Avram A. Glazer
Director

/s/                        
- --------------------------
Malcolm I. Glazer
Director

     INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
     -------------------------------------------------------

Exhibit      Description of Exhibit
- --------     ----------------------

 4.1          Amended and Restated Certificate of Incorporation of
              the Company (incorporated herein by reference to
              Exhibit 3.1 to Form 8-K filed under the Exchange Act,
              File No. 0-5485).  

 4.2          Bylaws of the Company (incorporated herein by reference
              to Exhibit 3.1 to Form 8-K filed under the Exchange Act,
              File No. 0-5485).

 4.3          Rights Agreement dated as of June 26, 1996 between the
              Company and Harris Trust and Savings Bank, as rights agent,
              together with the specimen certificate representing common
              stock purchase rights attached as Exhibit A thereto
              (incorporated herein by reference to Exhibit 1 of the
              Company's Registration Statement on Form 8-A filed under the 
              Exchange Act, File No. 0-5485).  

 4.4          Envirodyne Industries, Inc. 1993 Stock Option Plan (As Amended
              and Restated) (incorporated herein by reference to Appendix A
              to the Proxy Statement dated April 11, 1996 for the 1996 Annual
              Meeting of the Stockholders filed under the Exchange Act,
              File No. 0-5485).  

*5            Opinion of Stephen M. Schuster, Esq.

*23.1         Consent of Stephen M. Schuster, Esq. (included in Exhibit 5).

*23.2         Consent of Coopers & Lybrand L.L.P.

*24.1         Powers of Attorney (reference is made to the Signatures section
              of this Registration Statement for the Power of Attorney
              contained therein.)

_____________________
*     Filed herewith.