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)

777 Flagler Drive, Suite 909
West Palm Beach, Florida                                33401
---------------------------------          -------------------------------
(Address of principal place                           (Zip Code)
of business)

                 STOCK COMPENSATION PLAN DATED JANUARY 24, 1997
                 -----------------------------------------------
                            (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       PROPOSED        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 4,000,000(2)   $0.125          $500,000          $139.00

(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 June 11,  1999,  1998 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  June  11,  1999  under
Environmental Remediation Holding Corporation's Stock Compensation Plan.


<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-KSB 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 March 31, 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 on January 25, 1999 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.

     See Legal  Consulting  Agreement  of Donald F.  Mintmire  listed as Exhibit
10.1. There are no other such interests.

Item 6. Indemnification of Directors and Officers.

     The  Company's  Certificate  of  Incorporation  limits the liability to the
Company of individual  directors for certain breaches of their fiduciary duty to
the  Company.  The effect of this  provision is to  eliminate  the  liability of
directors for monetary damages arising out of their failure,  through  negligent
or grossly negligent conduct, to satisfy their duty of care, which requires them
to exercise  informed  business  judgment.  The liability of directors under the
federal  securities laws is not affected.  A director may be liable for monetary
damages only if a claimant can show a breach of an individual director's duty of


<PAGE>



loyalty to the Company, a failure to act in good faith,  intentional misconduct,
a knowing  violation  of the law,  an  improper  personal  benefit or an illegal
dividend or stock purchase.

     The Company's Certificate of Incorporation also provides that each director
or officer of the Company  serving as director or officer  shall be  indemnified
and held  harmless  by the  Company to the  fullest  extent  authorized  by law,
against all expense,  liability and loss (including  attorneys fees,  judgments,
fines,  Employee  Retirement  Income Security Act, excise taxes or penalties and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
such person in connection therewith.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     *   5.1        Opinion of Mintmire & Associates

         10.1       Form of Legal  Consulting  Agreement  of Donald F.  Mintmire
                    dated January 24, 1997 (previously  filed February 10, 1997,
                    Registration No. 0-17325)

     *   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, 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 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.

     (3) insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be  permitted  to  directors,  officers or persons


<PAGE>



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.

                                   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 West Palm Beach, Florida on
August 5, 1999.

                  ENVIRONMENTAL REMEDIATION HOLDING
                  CORPORATION

                  By:/s/ERNEST CHU
                     -------------
                  Ernest Chu, Chairman of the Board 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/ ERNEST CHU               Chairman of the Board                 08-05-99
Ernest Chu                   and Chief Financial Officer

/s/ STEVEN WARNER            Director and President                07-30-99
Steven Warner

/s/ LEE HENDELSON            Director and Secretary                08-05-99
Lee Hendelson

/s/ JAMES A. GRIFFIN         Director                              07-30-99
James A. Griffin

/s/JAMES R.CALLENDAR,Sr.     Director, Interim Vice President      07-23-99
James R. Callendar, Sr.      and Interim Chief Operating
                             Officer

/s/ ROBERT MCKNIGHT          Director                              07-22-99
Robert McKnight

/S/KEN WATERS                Director                              07-22-99
Ken Waters


<PAGE>



EXHIBIT INDEX

EXHIBIT                             DESCRIPTION

5.1                        Opinion of Mintmire & Associates

23.1                       Consent of Durland & Company CPA's
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10267}]
{"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": "333-84601", "film-number": "99678812"}, "business-address": {"street1": "777 SOUTH FLAGLER DRIVE", "street2": "STE 903", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401", "phone": "5164334730"}, "mail-address": {"street1": "777 SOUTH FLAGLER DRIVE", "street2": "STE 903", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}, "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)

777 Flagler Drive, Suite 909
West Palm Beach, Florida                                33401
---------------------------------          -------------------------------
(Address of principal place                           (Zip Code)
of business)

                 STOCK COMPENSATION PLAN DATED JANUARY 24, 1997
                 -----------------------------------------------
                            (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       PROPOSED        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 4,000,000(2)   $0.125          $500,000          $139.00

(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 June 11,  1999,  1998 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  June  11,  1999  under
Environmental Remediation Holding Corporation's Stock Compensation Plan.
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-KSB 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 March 31, 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 on January 25, 1999 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.

     See Legal  Consulting  Agreement  of Donald F.  Mintmire  listed as Exhibit
10.1. There are no other such interests.

Item 6. Indemnification of Directors and Officers.

     The  Company's  Certificate  of  Incorporation  limits the liability to the
Company of individual  directors for certain breaches of their fiduciary duty to
the  Company.  The effect of this  provision is to  eliminate  the  liability of
directors for monetary damages arising out of their failure,  through  negligent
or grossly negligent conduct, to satisfy their duty of care, which requires them
to exercise  informed  business  judgment.  The liability of directors under the
federal  securities laws is not affected.  A director may be liable for monetary
damages only if a claimant can show a breach of an individual director's duty of
loyalty to the Company, a failure to act in good faith,  intentional misconduct,
a knowing  violation  of the law,  an  improper  personal  benefit or an illegal
dividend or stock purchase.

     The Company's Certificate of Incorporation also provides that each director
or officer of the Company  serving as director or officer  shall be  indemnified
and held  harmless  by the  Company to the  fullest  extent  authorized  by law,
against all expense,  liability and loss (including  attorneys fees,  judgments,
fines,  Employee  Retirement  Income Security Act, excise taxes or penalties and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
such person in connection therewith.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     *   5.1        Opinion of Mintmire & Associates

         10.1       Form of Legal  Consulting  Agreement  of Donald F.  Mintmire
                    dated January 24, 1997 (previously  filed February 10, 1997,
                    Registration No. 0-17325)

     *   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, 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 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.

     (3) 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.

                                   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 West Palm Beach, Florida on
August 5, 1999.

                  ENVIRONMENTAL REMEDIATION HOLDING
                  CORPORATION

                  By:/s/ERNEST CHU
                     -------------
                  Ernest Chu, Chairman of the Board 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/ ERNEST CHU               Chairman of the Board                 08-05-99
Ernest Chu                   and Chief Financial Officer

/s/ STEVEN WARNER            Director and President                07-30-99
Steven Warner

/s/ LEE HENDELSON            Director and Secretary                08-05-99
Lee Hendelson

/s/ JAMES A. GRIFFIN         Director                              07-30-99
James A. Griffin

/s/JAMES R.CALLENDAR,Sr.     Director, Interim Vice President      07-23-99
James R. Callendar, Sr.      and Interim Chief Operating
                             Officer

/s/ ROBERT MCKNIGHT          Director                              07-22-99
Robert McKnight

/S/KEN WATERS                Director                              07-22-99
Ken Waters
EXHIBIT INDEX

EXHIBIT                             DESCRIPTION

5.1                        Opinion of Mintmire & Associates

23.1                       Consent of Durland & Company CPA's