UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
                 (Name of small business issuer in its charter)

    COLORADO                                               88-0218499
--------------------------                        --------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

16101 LaGrande Drive, Suite 100
Little Rock, AR                                            72223
------------------------------                     ---------------------------
(Address of principal place                              (Zip Code)
of business)

         STOCK COMPENSATION PLANS DATED May 1, 1998 and August 18, 1999
                 -----------------------------------------------
                            (Full title of the plan)

  Donald F. Mintmire, Esq, 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480;
                               Tel: (561) 832-5696
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

TITLE OF        PROPOSED        ROPOSED       MAXIMUM           AMOUNT OF
SECURITIES      AMOUNT          MAXIMUM       AGGREGATE         REGISTRATION
TO BE           TO BE           OFFERING      OFFERING          FEE (1)
REGISTERED      REGISTERED      PRICE PER     PRICE PER
                                SHARE         SHARE

Common Stock   4,215,000 (2)    $0.065        $268,125          $100.00
Par value $.001

(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating  the  Registration  Fee, which is based on the closing sale price of
the Company's  Common Stock on August 19, 1999 as reported on the OTC Electronic
Bulletin  Board for the Company's  Common Stock and par value of the  underlying
Common Stock for the Company's Options.

(2) Represents the number of shares of Commons Stock registered pursuant to this
registration  statement  available  for  issuance as of  September 1, 1999 under
Environmental Remediations Corporation Stock Compensation Plans.



<PAGE>



            PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the  Securities  Act of 1933 (the "Act") and the  Securities  Exchange Act of
1934 (the "Exchange  Act") are  incorporated  by reference in this  Registration
Statement:

   (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
September 30, 1998, as amended (File No. 0-17325)

   (2) The  Registrant's  Form 10-Q for the  quarters  ended  December 31, 1998,
March 31, 1999 and June 30, 1999 and all other reports  filed by the  Registrant
with the  Commission  pursuant to Section 13(a) or Section 15(d) of the Exchange
Act since the end of the fiscal year covered by the  Registrant's  Annual Report
referred to above; and

   (3) The  description of the Common Stock of the  Registrant  contained in the
Registrant's   Registration  Statement  filed  on  Form  S-1  (Registration  No.
333-43919), as amended filed pursuant to the Act.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     There are no other such interests.

Item 6. Indemnification of Directors and Officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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 Company of expenses incurred or
paid by a  director,  officer,  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person,  in connection with securities  being
registered, the Company


<PAGE>



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  of whether  such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

Item     7.       Exemption from Registration Claimed.

     Not applicable.

Item     8.       Exhibits.

*    5.1   Opinion of Mintmire & Associates

    10.1   Form of Stock Compensation Plan for Charles N. Wooten, Ltd. dated May
           1, 1998 (previously filed November 19, 1998)

*   10.2   Retainer Settlement Agreement with Hartke & Hartke for Legal Services
           dated August 18, 1999

*   23.1   Consent of Durland & Company CPA's

*   23.2   Consent of Mintmire & Associates. (contained in the opinion filed as
           Exhibit 5.1 hereof)

(* filed herewith)

Item 9. Undertakings.

     The Registrant hereby undertakes:

     (1) to file,  during any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  to  treat  each  post-effective  amendment  as a new  registration
statement of the securities offered,  and the offering of the securities at that
time to be the initial bona fide offering;

     (3) to remove from registration by means of a post-effective  amendment any
of the securities that remain unsold at the end of the offering.



                                   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


<PAGE>



requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement to be signed on its behalf,  in the City of Little Rock,  AR on August
24, 1999.

                       ENVIRONMENTAL REMEDIATION HOLDING
                       CORPORATION

                       By:/s/Geoffrey Tirman
                       --------------------------------
                       Geoffrey Tirman, Director, President
                       and Chief Executive Officer

                       By:/s/ Laura Kleber
                       --------------------------------
                       Laura Kleber, Director, Treasurer
                       and Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                      Title                            Date


/s/ Geoffrey Tirman            Chairman, President and          August 24, 1999
-----------------------
Geoffrey Tirman                Chief Executive Officer


/s/ Laura Kleber               Director, Treasurer and          August 24, 1999
-----------------------        Chief Financial Officer
Laura Kleber


/s/ Mark A.  Lee               Director and Vice President      August 24, 1999
-----------------------
Mark A.  Lee


/s/ Brian Ladin                Director and Secretary           August 24, 1999
-----------------------
Brian Ladin


/s/ James Callender, Sr.       Director                         August 24, 1999
-----------------------
James Callender, Sr.


/s/ Noreen Wilson              Director                         August 24, 1999
-----------------------
Noreen Wilson

[signature page S-8 8/24/99]
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8755}]
{"company-data": {"conformed-name": "ENVIRONMENTAL REMEDIATION HOLDING CORP", "cik": "0000799235", "assigned-sic": "1389", "irs-number": "880218499", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86351", "film-number": "99704687"}, "business-address": {"street1": "16101 LA GRANDE DRIVE SUITE 100", "city": "LITTLE ROCK", "state": "AR", "zip": "72223", "phone": "5018212222"}, "mail-address": {"street1": "16101 LA GRANDE DRIVE SUITE 100", "city": "LITTLE ROCK", "state": "AR", "zip": "72223"}, "former-company": {"former-conformed-name": "REGIONAL AIR GROUP CORP", "date-changed": "19950424"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                  ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
                 (Name of small business issuer in its charter)

    COLORADO                                               88-0218499
--------------------------                        --------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

16101 LaGrande Drive, Suite 100
Little Rock, AR                                            72223
------------------------------                     ---------------------------
(Address of principal place                              (Zip Code)
of business)

         STOCK COMPENSATION PLANS DATED May 1, 1998 and August 18, 1999
                 -----------------------------------------------
                            (Full title of the plan)

  Donald F. Mintmire, Esq, 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480;
                               Tel: (561) 832-5696
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

TITLE OF        PROPOSED        ROPOSED       MAXIMUM           AMOUNT OF
SECURITIES      AMOUNT          MAXIMUM       AGGREGATE         REGISTRATION
TO BE           TO BE           OFFERING      OFFERING          FEE (1)
REGISTERED      REGISTERED      PRICE PER     PRICE PER
                                SHARE         SHARE

Common Stock   4,215,000 (2)    $0.065        $268,125          $100.00
Par value $.001

(1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
calculating  the  Registration  Fee, which is based on the closing sale price of
the Company's  Common Stock on August 19, 1999 as reported on the OTC Electronic
Bulletin  Board for the Company's  Common Stock and par value of the  underlying
Common Stock for the Company's Options.

(2) Represents the number of shares of Commons Stock registered pursuant to this
registration  statement  available  for  issuance as of  September 1, 1999 under
Environmental Remediations Corporation Stock Compensation Plans.
PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents  which  have  been  heretofore  filed  with  the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the  Securities  Act of 1933 (the "Act") and the  Securities  Exchange Act of
1934 (the "Exchange  Act") are  incorporated  by reference in this  Registration
Statement:

   (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
September 30, 1998, as amended (File No. 0-17325)

   (2) The  Registrant's  Form 10-Q for the  quarters  ended  December 31, 1998,
March 31, 1999 and June 30, 1999 and all other reports  filed by the  Registrant
with the  Commission  pursuant to Section 13(a) or Section 15(d) of the Exchange
Act since the end of the fiscal year covered by the  Registrant's  Annual Report
referred to above; and

   (3) The  description of the Common Stock of the  Registrant  contained in the
Registrant's   Registration  Statement  filed  on  Form  S-1  (Registration  No.
333-43919), as amended filed pursuant to the Act.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto which indicates that all securities  offered have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     There are no other such interests.

Item 6. Indemnification of Directors and Officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed 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 Company of expenses incurred or
paid by a  director,  officer,  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling  person,  in connection with securities  being
registered, the Company
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  of whether  such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

Item     7.       Exemption from Registration Claimed.

     Not applicable.

Item     8.       Exhibits.

*    5.1   Opinion of Mintmire & Associates

    10.1   Form of Stock Compensation Plan for Charles N. Wooten, Ltd. dated May
           1, 1998 (previously filed November 19, 1998)

*   10.2   Retainer Settlement Agreement with Hartke & Hartke for Legal Services
           dated August 18, 1999

*   23.1   Consent of Durland & Company CPA's

*   23.2   Consent of Mintmire & Associates. (contained in the opinion filed as
           Exhibit 5.1 hereof)

(* filed herewith)

Item 9. Undertakings.

     The Registrant hereby undertakes:

     (1) to file,  during any period in which it offers or sells  securities,  a
post  effective  amendment  to  this  registration   statement  to  include  any
prospectus required by Section 10(a) (3) of the Securities Act;

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933,  to  treat  each  post-effective  amendment  as a new  registration
statement of the securities offered,  and the offering of the securities at that
time to be the initial bona fide offering;

     (3) to remove from registration by means of a post-effective  amendment any
of the securities that remain unsold at the end of the offering.

                                   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,  in the City of Little Rock,  AR on August
24, 1999.

                       ENVIRONMENTAL REMEDIATION HOLDING
                       CORPORATION

                       By:/s/Geoffrey Tirman
                       --------------------------------
                       Geoffrey Tirman, Director, President
                       and Chief Executive Officer

                       By:/s/ Laura Kleber
                       --------------------------------
                       Laura Kleber, Director, Treasurer
                       and Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                      Title                            Date

/s/ Geoffrey Tirman            Chairman, President and          August 24, 1999
-----------------------
Geoffrey Tirman                Chief Executive Officer

/s/ Laura Kleber               Director, Treasurer and          August 24, 1999
-----------------------        Chief Financial Officer
Laura Kleber

/s/ Mark A.  Lee               Director and Vice President      August 24, 1999
-----------------------
Mark A.  Lee

/s/ Brian Ladin                Director and Secretary           August 24, 1999
-----------------------
Brian Ladin

/s/ James Callender, Sr.       Director                         August 24, 1999
-----------------------
James Callender, Sr.

/s/ Noreen Wilson              Director                         August 24, 1999
-----------------------
Noreen Wilson

[signature page S-8 8/24/99]