As filed with the Securities and Exchange Commission
                        on September 27, 1996

                                                Registration No. 333-_____


                    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 Retirement Income Plan
                      ---------------------------------
                           (Full title of the plan)

      Stephen M. Schuster                         Copy to:
        Vice President,
 Secretary and General Counsel               Gary  D. Gerstman
  Envirodyne Industries, Inc.                 Sidley & Austin
  701 Harger Road, Suite 190              One First National Plaza
     Oak Brook, IL 60521                     Chicago, IL 60603
        (630) 571-8800                        (312) 853-2060
(Name, address and telephone number,
 including area code, of agent for service)

<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------------
                                                     Proposed                Proposed
Title of securities             Amount to be      maximum offering       maximum aggregate         Amount of
to be registered (1)             registered        price per share         offering price       registration fee 
- ----------------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                    <C>                     <C>  
Common Stock, $.01 par value   500,000 shares         $3.9375 (2)          $1,968,750 (2)           $678.88  

Common Stock Purchase Rights   500,000 (3)              --    (3)              --     (3)               --   (3)

<FN>
================================================================================================================

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.  

(2)  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
     September 24, 1996.

(3)  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 and all documents
filed by the employee benefit plan described herein pursuant to
Section 15(a) 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
         --------------------------------------

         Not applicable.  

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.  

          The Company will submit or has submitted the employee
benefit plan described herein and any amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the Plan.  


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 27th day of September,
1996.

                             ENVIRODYNE INDUSTRIES, INC.

                             By:  _______________________
                                  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 27th
day of September, 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
- -------------------                ---------------------

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


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


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

                                                            
- --------------------------          ------------------------
Avram A. Glazer                     Malcolm I. Glazer
Director                            Director


          The Plan.  Pursuant to the requirements of the
          --------
 Securities Act of 1933, the Plan Administrator under the
Envirodyne Retirement Income Plan 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 27th day of September,
1996.  

                         ENVIRODYNE RETIREMENT INCOME PLAN



                         By:  ____________________________
                              Gordon S. Donovan
                              As Plan Administrator
                                under the Trust Agreement

<PAGE>
         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 Retirement Income Plan (January 1, 1995
            Restatement)

*23.1       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 RETIREMENT INCOME PLAN", "secsgml_size_bytes": 19389}]
{"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": "333-12829", "film-number": "96635681"}, "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 September 27, 1996

                                                Registration No. 333-_____

                    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 Retirement Income Plan
                      ---------------------------------
                           (Full title of the plan)

      Stephen M. Schuster                         Copy to:
        Vice President,
 Secretary and General Counsel               Gary  D. Gerstman
  Envirodyne Industries, Inc.                 Sidley & Austin
  701 Harger Road, Suite 190              One First National Plaza
     Oak Brook, IL 60521                     Chicago, IL 60603
        (630) 571-8800                        (312) 853-2060
(Name, address and telephone number,
 including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------------
                                                     Proposed                Proposed
Title of securities             Amount to be      maximum offering       maximum aggregate         Amount of
to be registered (1)             registered        price per share         offering price       registration fee 
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value   500,000 shares         $3.9375 (2)          $1,968,750 (2)           $678.88  

Common Stock Purchase Rights   500,000 (3)              --    (3)              --     (3)               --   (3)
================================================================================================================

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
     this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.  

(2)  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
     September 24, 1996.

(3)  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 and all documents
filed by the employee benefit plan described herein pursuant to
Section 15(a) 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
         --------------------------------------

         Not applicable.  

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.  

          The Company will submit or has submitted the employee
benefit plan described herein and any amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the Plan.  

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 27th day of September,
1996.

                             ENVIRODYNE INDUSTRIES, INC.

                             By:  _______________________
                                  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 27th
day of September, 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
- -------------------                ---------------------

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

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

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

                                                            
- --------------------------          ------------------------
Avram A. Glazer                     Malcolm I. Glazer
Director                            Director

          The Plan.  Pursuant to the requirements of the
          --------
 Securities Act of 1933, the Plan Administrator under the
Envirodyne Retirement Income Plan 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 27th day of September,
1996.  

                         ENVIRODYNE RETIREMENT INCOME PLAN

                         By:  ____________________________
                              Gordon S. Donovan
                              As Plan Administrator
                                under the Trust Agreement
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 Retirement Income Plan (January 1, 1995
            Restatement)

*23.1       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.