Registration No. 333-______

================================================================================

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

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                      11-2844247
   (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

100 Sweeneydale Avenue, Bay Shore, New York                     11706
(Address of principal executive offices)                      (Zip Code)

              Stock Option Grants Issued By the Board of Directors
                            (Full title of the plan)

                           Michael O'Reilly, President
                       Windswept Environmental Group, Inc.
                             100 Sweeneydale Avenue
                            Bay Shore, New York 11706
                     (Name and address of agent for service)

                                 (516) 434-1300
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                             Kaufman & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100
                               -----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                             Proposed           Proposed
                                              Amount to       maximum            maximum        Amount of
      Title of each  class of                     be       offering price       aggregate      registration
    securities to be registered               registered      per unit       offering price        fee
<S>                                           <C>              <C>             <C>                     <C>

Common Stock, par value $.0001 per share      2,000,000        $.01            $   20,000                 6
(the "Common Stock"), subject to stock           26,221         .115                3,015                 1
options granted to employees and                285,000         .13                37,050                10
directors (2). . . . . . . . . . . . . . .      750,000        .1875              140,625                39
                                                200,000        .2031               40,620                11
                                              2,864,330         .22               630,153               176
                                                 50,000        .3125               15,625                 4
                                                850,000         .34               289,000                80
                                                171,407        .3438               58,930                16
                                                543,000         .375              203,625                57
                                                 10,000        .3906                3,906                 1
                                                 50,000         .40                20,000                 6

Total                                         7,799,958          --            $1,462,548              $407

<FN>
(1)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant  to Rule 457(h) under the Securities  Act of 1933,  based upon the
     price at which the options may be exercised.
(2)  Pursuant to Rule 416, there are also being registered such   indeterminable
     additional  shares of Common Stock as may  become   issuable   pursuant  to
     stock  splits,   stock  dividends  or  similar transactions.
</FN>
</TABLE>

<PAGE>

EXPLANATORY NOTE:

          In accordance with the Note to  Part I of Form  S-8,  the  information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement  on Form S-8 for  offers of Common  Stock of  Windswept  Environmental
Group, Inc. (the "Registrant").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The following  documents  filed by the Registrant  with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act  of 1934, as amended (the "Exchange  Act")  (Commission  File No.  0-17072),
are hereby  incorporated  into  this  Registration  Statement on Form  S-8 (this
"Registration Statement") by reference thereto:

               (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal
          year ended April 30, 1999; and
               (b)  The  description  of   the  Common  Stock  contained  in the
          Registrant's  Registration   Statement  on  Form  8-A,  including  any
          amendment   or   report   filed   for   the  purpose  of updating such
          description.

          In   addition,   all  documents  subsequently  filed by the Registrant
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering  of  the  Common  Stock pursuant to the Options (the
"Plan"),  shall be deemed to be  incorporated  by reference in this Registration
Statement and made a part  hereof as of the date  of  filing of such  documents.
Any  statement   contained   in   a   document  incorporated  or  deemed  to  be
incorporated by reference in this Registration  Statement shall be deemed to  be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein  or  in  any other subsequently filed document
which also is or is deemed to be incorporated  by  reference  herein modifies or
supersedes such statement.  Any such  statement  so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


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 Registrant's Certificate of Incorporation,  as  amended  to  date,
eliminates,  in  certain  circumstances,  the  liability  of  directors  of  the
Registrant  for  monetary  damages  for  breach  of their  fiduciary  duties  as
directors  unless the breach  involves:  (i) a director's duty of loyalty to the
Registrant or the Registrants' stockholders,  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  liability for unlawful  payments of dividends or unlawful stock purchases
or  redemptions  by the  Registrant or (iv) a transaction  from which a director
derived an improper personal  benefit.  Additionally,  the Registrant's  By-laws
provide  that any  person  who is made  party to an action by reason of the fact
that such person is or was a director,  officer,  advisor,  employee or agent of
the  Registrant  shall be  indemnified  by the  Registrant to the fullest extent
authorized by Delaware law, which

                                       2

<PAGE>

indemnification  shall  not be deemed exclusive of any other rights to which any
indemnified  person   may  be  entitled  under  any By-Law,  agreement, vote  of
stockholders or disinterested directors or otherwise.


Item 7.   Exemption from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.

          Set forth below are all exhibits to the Registration Statement:

Exhibit
Number    Description
4.1       Form of Option Certificates for employees.
4.2       Form of Option Certificates for officers and directors.
4.3       Option  Certificate for options to purchase 2,000,000 shares of Common
          Stock granted to Michael O'Reilly.
4.4       Option Certificate for options granted to David R. Behanna.
5.1       Opinion of Kaufman & Moomjian, LLC. 23.1 Consent of BDO Seidman, LLP.
23.2      Consent of Kaufman & Moomjian,  LLC.  (Included in legal opinion filed
          as Exhibit 5.1.)
24        Powers   of   Attorney   (set  forth  on  the  Signature  Page  of the
          Registration Statement).


Item 9.   Undertakings.

          Insofar   as   indemnification   for   liabilities  arising  under the
Securities Act of 1933 (the  "Securities  Act") may be  permitted  to directors,
officers and controlling  persons  of the  Registrant  pursuant  to  any of  the
provisions described under Item 6 above, or otherwise, the Registrant  has  been
advised that in the opinion of the Commission such  indemnification  is  against
public   policy   as  expressed  in   the  Securities  Act  and  is,  therefore,
unenforceable.  In  the event that a claim  for  indemnification   against  such
liabilities (other than  the  payment  by the Registrant of expenses incurred or
paid  by  a  director,  officer  or controlling  person of the Registrant in the
successful  defense  of  any  action, suit  or proceeding)  is  asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled  by  controlling precedent,  submit to a court  of appropriate
jurisdiction the question whether such indemnification by it is  against  public
policy   as  expressed  in  the  Securities  Act  and will governed by the final
adjudication of such issue.

          The Registrant hereby undertakes that it will:

          (1)  File, during any period in  which  it offers or sells securities,
          a post-effective amendment to this registration statement to:
               (a)  include  any  prospectus required by Section 10(a)(3) of the
               Securities Act;
               (b)  reflect   in   the  prospectus  any facts or events  arising
               after the effective  date  of the Registration Statement (or most
               recent post-effective  amendment  thereof)   which,  individually
               or  in  the   aggregate,  represent  a  fundamental change in the
               information   set   forth  in   the    Registration    Statement;
               notwithstanding   the  forgoing,  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   end 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 the volume and price
               represent  no  more  than  a  20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table  in  the  effective Registration Statement; and

                                      3

<PAGE>

               (c)  Include  any   material   information   with  respect to the
               plan   of   distribution   not   previously   disclosed   in  the
               Registration   Statement  or   any   material   change   to  such
               information  in  the  Registration Statement;  provided, however,
               the undertakings set forth  in  clauses  (1)(a)  and (1)(b) above
               shall not apply if the  information required to be  included in a
               post-effective   amendment  by  such  clauses  is   contained  in
               periodic  reports  filed with or  furnished  to the Commission by
               the  Registrant  pursuant  to Section 13 or 15(d) of the Exchange
               Act,  that  are  incorporated  by  reference in the  Registration
               Statement.

          (2)  For  determining  any  liability  under the Securities Act, 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; and

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

          The  Registrant  hereby  further  undertakes  that,  for  purposes  of
determining  liability  under  the  Securities  Act, each  of  the  Registrant's
annual reports pursuant  to section  13(a) or section  15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant  to  section  15(d) of  the  Exchange  Act) that  is  incorporated   by
reference  in  the  Registration  Statement  shall   be   deemed  to   be  a new
registration  statement relating to  the securities offered  therein,  and   the
offering of such securities at that  time shall be deemed to be the initial bona
fide offering thereof.

                                       4

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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  Town of  Islip,  State  of New  York,  on the  10th  day of
September 1999.

                                 WINDSWEPT ENVIRONMENTAL GROUP, INC.


                              By:            /s/ Michael O'Reilly
                                 -----------------------------------------------
                                               Michael O'Reilly
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed  on  September  10,  1999 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Michael O'Reilly and Daniel G. Rosenberg,
or either of them,  with full  power of  substitution,  his/her  true and lawful
attorneys-in-fact  and agents to do any and all acts and things in his/her  name
and on his/her behalf in his/her capacities indicated below which they or either
of them may deem necessary or advisable to enable Windswept Environmental Group,
Inc.  to comply with the  Securities  Act of 1933,  as  amended,  and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with this  Registration  Statement  including  specifically,  but not
limited  to,  power and  authority  to sign for  him/her in his/her  name in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  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 such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or said attorneys-in-fact's and agents' substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.


                                 Chairman, President and Chief Executive Officer
    /s/ Michael O'Reilly         (Principal Executive Officer)
-------------------------------
      Michael O'Reilly


    /s/ Daniel G. Rosenberg      Chief Financial Officer (Principal Accounting
-------------------------------  Officer)
      Daniel G. Rosenberg


    /s/ Anthony Towell           Director
-------------------------------
      Anthony Towell


    /s/ Samuel Sadove            Director
-------------------------------
      Samuel Sadove


   /s/ Joann O'Reilly            Director
-------------------------------
      Joann O'Reilly


   /s/ Kevin Phillips            Director
-------------------------------
    Dr. Kevin Phillips

                                       5

<PAGE>


                       WINDSWEPT ENVIRONMENTAL GROUP, INC

                       REGISTRATION STATEMENT ON FORM S-8

                                  Exhibit Index


Exhibit
Number    Description
4.1       Form of Option Certificates for employees.
4.2       Form of Option Certificates for officers and directors.
4.3       Option  Certificate for options to purchase 2,000,000 shares of Common
          Stock granted to Michael O'Reilly.
4.4       Option Certificate for options granted to David R. Behanna.
5.1       Opinion of Kaufman & Moomjian, LLC.
23.1      Consent of BDO Seidman, LLP.
23.2      Consent of Kaufman & Moomjian,  LLC.  (Included in legal opinion filed
          as Exhibit 5.1.)
24        Powers   of   Attorney  (set  forth  on  the  Signature  Page  of  the
          Registration Statement).




                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17599}]
{"company-data": {"conformed-name": "WINDSWEPT ENVIRONMENTAL GROUP INC", "cik": "0000814915", "assigned-sic": "4955", "irs-number": "112844247", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86871", "film-number": "99709308"}, "business-address": {"street1": "100 SWEENEYDALE AVE", "city": "BAY SHORE", "state": "NY", "zip": "11706", "phone": "5166947060"}, "mail-address": {"street1": "100 SWEENEYDALE AVE", "city": "BAY SHORE", "state": "NY", "zip": "11706"}, "former-company": [{"former-conformed-name": "COMPREHENSIVE ENVIRONMENTAL SYSTEMS INC", "date-changed": "19950222"}, {"former-conformed-name": "INTEGRATED RESOURCE TECHNOLOGIES INC /DE/", "date-changed": "19941014"}, {"former-conformed-name": "INTERNATIONAL BANKCARD SERVICES CORP", "date-changed": "19920703"}]}
Registration No. 333-______

================================================================================

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

                       WINDSWEPT ENVIRONMENTAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                      11-2844247
   (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

100 Sweeneydale Avenue, Bay Shore, New York                     11706
(Address of principal executive offices)                      (Zip Code)

              Stock Option Grants Issued By the Board of Directors
                            (Full title of the plan)

                           Michael O'Reilly, President
                       Windswept Environmental Group, Inc.
                             100 Sweeneydale Avenue
                            Bay Shore, New York 11706
                     (Name and address of agent for service)

                                 (516) 434-1300
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              Neil M. Kaufman, Esq.
                             Kaufman & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100
                               -----------------

                         CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                              Amount to       maximum            maximum        Amount of
      Title of each  class of                     be       offering price       aggregate      registration
    securities to be registered               registered      per unit       offering price        fee
Common Stock, par value $.0001 per share      2,000,000        $.01            $   20,000                 6
(the "Common Stock"), subject to stock           26,221         .115                3,015                 1
options granted to employees and                285,000         .13                37,050                10
directors (2). . . . . . . . . . . . . . .      750,000        .1875              140,625                39
                                                200,000        .2031               40,620                11
                                              2,864,330         .22               630,153               176
                                                 50,000        .3125               15,625                 4
                                                850,000         .34               289,000                80
                                                171,407        .3438               58,930                16
                                                543,000         .375              203,625                57
                                                 10,000        .3906                3,906                 1
                                                 50,000         .40                20,000                 6

Total                                         7,799,958          --            $1,462,548              $407
(1)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant  to Rule 457(h) under the Securities  Act of 1933,  based upon the
     price at which the options may be exercised.
(2)  Pursuant to Rule 416, there are also being registered such   indeterminable
     additional  shares of Common Stock as may  become   issuable   pursuant  to
     stock  splits,   stock  dividends  or  similar transactions.
EXPLANATORY NOTE:

          In accordance with the Note to  Part I of Form  S-8,  the  information
specified  by Part I of  Form  S-8  has  been  omitted  from  this  Registration
Statement  on Form S-8 for  offers of Common  Stock of  Windswept  Environmental
Group, Inc. (the "Registrant").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following  documents  filed by the Registrant  with the Securities
and Exchange  Commission (the "Commission")  pursuant to the Securities Exchange
Act  of 1934, as amended (the "Exchange  Act")  (Commission  File No.  0-17072),
are hereby  incorporated  into  this  Registration  Statement on Form  S-8 (this
"Registration Statement") by reference thereto:

               (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal
          year ended April 30, 1999; and
               (b)  The  description  of   the  Common  Stock  contained  in the
          Registrant's  Registration   Statement  on  Form  8-A,  including  any
          amendment   or   report   filed   for   the  purpose  of updating such
          description.

          In   addition,   all  documents  subsequently  filed by the Registrant
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering  of  the  Common  Stock pursuant to the Options (the
"Plan"),  shall be deemed to be  incorporated  by reference in this Registration
Statement and made a part  hereof as of the date  of  filing of such  documents.
Any  statement   contained   in   a   document  incorporated  or  deemed  to  be
incorporated by reference in this Registration  Statement shall be deemed to  be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein  or  in  any other subsequently filed document
which also is or is deemed to be incorporated  by  reference  herein modifies or
supersedes such statement.  Any such  statement  so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

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 Registrant's Certificate of Incorporation,  as  amended  to  date,
eliminates,  in  certain  circumstances,  the  liability  of  directors  of  the
Registrant  for  monetary  damages  for  breach  of their  fiduciary  duties  as
directors  unless the breach  involves:  (i) a director's duty of loyalty to the
Registrant or the Registrants' stockholders,  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  liability for unlawful  payments of dividends or unlawful stock purchases
or  redemptions  by the  Registrant or (iv) a transaction  from which a director
derived an improper personal  benefit.  Additionally,  the Registrant's  By-laws
provide  that any  person  who is made  party to an action by reason of the fact
that such person is or was a director,  officer,  advisor,  employee or agent of
the  Registrant  shall be  indemnified  by the  Registrant to the fullest extent
authorized by Delaware law, which

                                       2
indemnification  shall  not be deemed exclusive of any other rights to which any
indemnified  person   may  be  entitled  under  any By-Law,  agreement, vote  of
stockholders or disinterested directors or otherwise.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          Set forth below are all exhibits to the Registration Statement:

Exhibit
Number    Description
4.1       Form of Option Certificates for employees.
4.2       Form of Option Certificates for officers and directors.
4.3       Option  Certificate for options to purchase 2,000,000 shares of Common
          Stock granted to Michael O'Reilly.
4.4       Option Certificate for options granted to David R. Behanna.
5.1       Opinion of Kaufman & Moomjian, LLC. 23.1 Consent of BDO Seidman, LLP.
23.2      Consent of Kaufman & Moomjian,  LLC.  (Included in legal opinion filed
          as Exhibit 5.1.)
24        Powers   of   Attorney   (set  forth  on  the  Signature  Page  of the
          Registration Statement).

Item 9.   Undertakings.

          Insofar   as   indemnification   for   liabilities  arising  under the
Securities Act of 1933 (the  "Securities  Act") may be  permitted  to directors,
officers and controlling  persons  of the  Registrant  pursuant  to  any of  the
provisions described under Item 6 above, or otherwise, the Registrant  has  been
advised that in the opinion of the Commission such  indemnification  is  against
public   policy   as  expressed  in   the  Securities  Act  and  is,  therefore,
unenforceable.  In  the event that a claim  for  indemnification   against  such
liabilities (other than  the  payment  by the Registrant of expenses incurred or
paid  by  a  director,  officer  or controlling  person of the Registrant in the
successful  defense  of  any  action, suit  or proceeding)  is  asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled  by  controlling precedent,  submit to a court  of appropriate
jurisdiction the question whether such indemnification by it is  against  public
policy   as  expressed  in  the  Securities  Act  and will governed by the final
adjudication of such issue.

          The Registrant hereby undertakes that it will:

          (1)  File, during any period in  which  it offers or sells securities,
          a post-effective amendment to this registration statement to:
               (a)  include  any  prospectus required by Section 10(a)(3) of the
               Securities Act;
               (b)  reflect   in   the  prospectus  any facts or events  arising
               after the effective  date  of the Registration Statement (or most
               recent post-effective  amendment  thereof)   which,  individually
               or  in  the   aggregate,  represent  a  fundamental change in the
               information   set   forth  in   the    Registration    Statement;
               notwithstanding   the  forgoing,  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   end 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 the volume and price
               represent  no  more  than  a  20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table  in  the  effective Registration Statement; and

                                      3
(c)  Include  any   material   information   with  respect to the
               plan   of   distribution   not   previously   disclosed   in  the
               Registration   Statement  or   any   material   change   to  such
               information  in  the  Registration Statement;  provided, however,
               the undertakings set forth  in  clauses  (1)(a)  and (1)(b) above
               shall not apply if the  information required to be  included in a
               post-effective   amendment  by  such  clauses  is   contained  in
               periodic  reports  filed with or  furnished  to the Commission by
               the  Registrant  pursuant  to Section 13 or 15(d) of the Exchange
               Act,  that  are  incorporated  by  reference in the  Registration
               Statement.

          (2)  For  determining  any  liability  under the Securities Act, 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; and

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

          The  Registrant  hereby  further  undertakes  that,  for  purposes  of
determining  liability  under  the  Securities  Act, each  of  the  Registrant's
annual reports pursuant  to section  13(a) or section  15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant  to  section  15(d) of  the  Exchange  Act) that  is  incorporated   by
reference  in  the  Registration  Statement  shall   be   deemed  to   be  a new
registration  statement relating to  the securities offered  therein,  and   the
offering of such securities at that  time shall be deemed to be the initial bona
fide offering thereof.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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  Town of  Islip,  State  of New  York,  on the  10th  day of
September 1999.

                                 WINDSWEPT ENVIRONMENTAL GROUP, INC.

                              By:            /s/ Michael O'Reilly
                                 -----------------------------------------------
                                               Michael O'Reilly
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been  signed  on  September  10,  1999 by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Michael O'Reilly and Daniel G. Rosenberg,
or either of them,  with full  power of  substitution,  his/her  true and lawful
attorneys-in-fact  and agents to do any and all acts and things in his/her  name
and on his/her behalf in his/her capacities indicated below which they or either
of them may deem necessary or advisable to enable Windswept Environmental Group,
Inc.  to comply with the  Securities  Act of 1933,  as  amended,  and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with this  Registration  Statement  including  specifically,  but not
limited  to,  power and  authority  to sign for  him/her in his/her  name in the
capacities  stated  below,  any and  all  amendments  (including  post-effective
amendments) thereto,  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 such connection, as fully to all intents and purposes as
we might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents, or said attorneys-in-fact's and agents' substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

                                 Chairman, President and Chief Executive Officer
    /s/ Michael O'Reilly         (Principal Executive Officer)
-------------------------------
      Michael O'Reilly

    /s/ Daniel G. Rosenberg      Chief Financial Officer (Principal Accounting
-------------------------------  Officer)
      Daniel G. Rosenberg

    /s/ Anthony Towell           Director
-------------------------------
      Anthony Towell

    /s/ Samuel Sadove            Director
-------------------------------
      Samuel Sadove

   /s/ Joann O'Reilly            Director
-------------------------------
      Joann O'Reilly

   /s/ Kevin Phillips            Director
-------------------------------
    Dr. Kevin Phillips

                                       5
WINDSWEPT ENVIRONMENTAL GROUP, INC

                       REGISTRATION STATEMENT ON FORM S-8

                                  Exhibit Index

Exhibit
Number    Description
4.1       Form of Option Certificates for employees.
4.2       Form of Option Certificates for officers and directors.
4.3       Option  Certificate for options to purchase 2,000,000 shares of Common
          Stock granted to Michael O'Reilly.
4.4       Option Certificate for options granted to David R. Behanna.
5.1       Opinion of Kaufman & Moomjian, LLC.
23.1      Consent of BDO Seidman, LLP.
23.2      Consent of Kaufman & Moomjian,  LLC.  (Included in legal opinion filed
          as Exhibit 5.1.)
24        Powers   of   Attorney  (set  forth  on  the  Signature  Page  of  the
          Registration Statement).

                                       6