As filed with the Securities and Exchange Commission on August 3, 2000
                                                  Registration No.
                                                                   -------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                               ENVIROSOURCE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           34-0617390
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)

          1155 Business Center Drive, Horsham, Pennsylvania 19044-3454
          (Address of principal executive offices, including zip code)

                    ENVIROSOURCE, INC. 1999 STOCK OPTION PLAN
                            (Full title of the Plan)


                              Leon Z. Heller, Esq.
                               ENVIROSOURCE, INC.
                           1155 Business Center Drive
                        Horsham, Pennsylvania 19044-3454
                                 (215) 956-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=================================================================================================
                                            Proposed Maximum  Proposed Maximum
Title of Securities         Amount To        Offering Price      Aggregate          Amount Of
To Be  Registered         Be Registered       Per Share(1)    Offering Price(1)  Registration Fee

<S>                      <C>                     <C>              <C>                 <C>
Common Stock, par value  500,000 Shares(2)       $.25             $125,000            $33.00
   $0.05 per share
=================================================================================================
</TABLE>

1    Estimated for the sole purpose of computing the registration  fee. Pursuant
     to Rule 457(c), the stated price represents the average of the high and low
     prices  of the  registrant's Common  Stock in composite trading on July 28,
     2000.

2    Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement  also covers such  additional  indeterminate  number of shares of
     Common Stock or other  securities  as may become  issuable upon exercise of
     purchase  rights or  otherwise  by reason of  adjustments  pursuant  to the
     anti-dilution provisions of the Envirosource, Inc. 1999 Stock Option Plan.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant  to the note to Part I of Form S-8 and Rule  428(b)(1)  of the
Securities  Act of 1933,  as  amended  ("Securities  Act")  and the  regulations
thereunder,  the document or documents  containing the information  specified in
Part I of Form S-8 are not required to be filed with the Securities and Exchange
Commission  ("SEC")  as  part of  this  Form  S-8  Registration  Statement  and,
therefore, are not set forth herein.

         The documents  containing the  information  specified in Part I of this
Form S-8 have been or will be sent or given to  employees  as  specified by Rule
428(b)(1) under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The  following  documents  filed  with  the SEC by  Envirosource,  Inc.
("Company") are hereby incorporated by reference:

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  December  31, 1999 filed on March 29, 2000  pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

         2.       The  Company's  Quarterly  Report on  Form 10-Q for the fiscal
                  quarter ended  March 31, 2000 filed on May 9, 2000 pursuant to
                  the Exchange Act.

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


ITEM 4.           DESCRIPTION OF SECURITIES.

General

         At  August  1,  2000,  the  authorized  capital  stock  of the  Company
consisted of 20,000,000  shares of common  stock,  par value $.05 per share (the
"Common  Stock") and  5,620,000  shares of preferred  stock,  par value $.25 per
share.  At  August  1,  2000,  there  were  5,813,394  shares  of  Common  Stock
outstanding,  and there  were  approximately  875,586  shares  of  Common  Stock
reserved for  issuance in  connection  with  options,  warrants  and  conversion
rights. At August 1, 2000, there were no shares of preferred stock outstanding.

         The Company may issue  additional  shares of Common Stock and preferred
stock in the future in connection with acquisitions,  corporate  combinations or
financing activities.

                                      -2-

<PAGE>

Common Stock

         Holders of the  Common  Stock are  entitled  to one vote for each share
held of record,  and are entitled to receive any dividends  that may be declared
by the Board of Directors  out of funds  legally  available  therefor and (after
satisfaction  in full of the  prior  rights  of  creditors  and the  holders  of
preferred  stock)  to  share  pro rata in the net  assets  of the  Company  upon
liquidation. Holders of the Common Stock do not have preemptive, subscription or
redemption rights.  Upon issuance in accordance with the terms of the 1999 Stock
Option Plan,  and after  receipt of  consideration  therefor,  all shares of the
Common  Stock   offered   hereby  will  be  validly   issued,   fully  paid  and
nonassessable.

         The  Company  has not paid a cash  dividend  on its Common  Stock since
November  1983 and has no present  plan to pay cash  dividends.  The  Company is
currently  prohibited from paying cash dividends on its Common Stock by its bank
loan and security agreement. In addition, the indentures governing the Company's
9-3/4% Senior Notes due 2003  restrict  the payment  of dividends  under certain
circumstances.

         The Company's  Certificate of  Incorporation  requires the  affirmative
vote of the holders of 80% of the outstanding  shares of the Common Stock voting
separately as a class to remove any director and requires the  affirmative  vote
of the holders of 66-2/3% of the  outstanding  shares of the Common Stock voting
separately as a class (i) to amend the Certificate of  Incorporation  (except to
change  the  name  of  the  Company  or  its  principal  office,  which  may  be
accomplished  by a majority  vote) or (ii) to approve  the  issuance  during any
24-month  period of shares of capital  stock or other  securities,  which  would
entitle the holders  thereof to cast 5% or more of the votes for the election of
directors, any merger, consolidation or other reorganization of the Company, any
dissolution, liquidation or winding up of the Company or any sale or disposition
of any  substantial  portion  of the  assets of the  Company;  except  that such
66-2/3%  vote of the  stockholders  is not  required to  authorize or effect any
transaction  described in clause (ii) that has been approved by 80% of the Board
of  Directors.   In  addition,   the  Company's  By-laws  provide  that  special
stockholders'  meetings  may be held only  pursuant to a call by the Chairman of
the  Board,  the  President,  the Board of  Directors  or any  person or persons
holding at least 50% of the outstanding shares entitled to vote at such meeting.

         The Common  Stock is traded on the OTC  Bulletin  Board.  The  transfer
agent and registrar for the Common Stock and preferred  stock is American  Stock
Transfer & Trust Company.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Common Stock offered  hereby will be opined upon by
Leon Z. Heller, Esq. Mr. Heller is Vice President, Secretary and General Counsel
of the Company,  owns shares of the Company's Common Stock, and holds options to
purchase shares of the Company's Common Stock under one or more of the Company's
stock incentive plans.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Envirosource, Inc. is a Delaware corporation.  Article VII Section 4 of
the Company's  By-Laws  provides that the Company may indemnify its officers and
directors  to the full  extent  permitted  by law.  Section  145 of the  General
Corporation  Law of the  State of  Delaware  ("GCL")  provides  that a  Delaware
corporation  has the power to indemnify  its  officers and  directors in certain
circumstances.

                                      -3-

<PAGE>

         Subsection  (a) of Section  145 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the corporation, and with respect to any criminal action or proceeding, provided
that such  director  or officer  had no cause to believe  his or her conduct was
unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
director or officer, or former director or officer,  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such  person  acted in any of the  capacities  set forth
above,  against expenses actually and reasonably incurred in connection with the
defense or  settlement  of such action or suit  provided  that such  director or
officer acted in good faith and in a manner  reasonably  believe to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim,  issue or matter as to which such  director
or officer shall have been adjudged to be liable to the  corporation  unless and
only to the extent  that the Court of Chancery or the court in which such action
was brought shall  determine  that despite the  adjudication  of liability  such
director  or officer is fairly and  reasonably  entitled to  indemnity  for such
expenses which the court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim, issue or matter therein,  he or she shall be indemnified against expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  shall have power to purchase  and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or arising  out of his status as such  whether or not the  corporation
would have the power to indemnify  him against such  liabilities  under  Section
145.

         Article TENTH of the Company's  Certificate of Incorporation  currently
provides  that no  director  shall 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) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit.

         The  directors and officers of the Company are insured  against  losses
arising from claims against them as such for wrongful acts or omissions, subject
to certain limitations.

ITEM 7.           EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -4-

<PAGE>


ITEM 8.           EXHIBITS.

         The  following   exhibits  have  been  filed  with  this   Registration
Statement:

         Exhibit No.           Exhibit

           5.1*                Opinion of Leon Z. Heller, Esq.

           10.1                Envirosource,   Inc.   1999  Stock   Option  Plan
                               (incorporated  herein by  reference to Appendix A
                               to the Company's  Proxy Statement filed April 30,
                               1999,  in respect of its 1999  Annual  Meeting of
                               Stockholders (File No. 1-1363)).

           23.1*               Consent of Grant Thornton LLP.

           23.2*               Consent of Ernst & Young LLP.

           23.3*               Consent of Leon Z.  Heller,  Esq.  (contained  in
                               Exhibit 5.1)


           *     Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) 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;

              (ii)    To reflect in the  prospectus  any facts or events arising
                      after the effective date of the 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 the  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 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 volume and price  represent no more than 20
                      percent change in the maximum aggregate offering price set
                      forth in the  "Calculation of  Registration  Fee" table in
                      the effective registration statement; and

              (iii)   to 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;

                                      -5-

<PAGE>


         (b) that,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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;

         (c) 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; and

         (d)  that,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  Registrant's  annual  report  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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC 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 be  governed by the final
adjudication of such issue.

                                      -6-

<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
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 Horsham, Pennsylvania.

Dated:  August 3, 2000
                                                           ENVIROSOURCE, INC.



                                                        By: /s/ JOHN T. DILACQUA
                                                            --------------------
                                                            John T. DiLacqua
                                                            President and Chief
                                                            Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on August 3, 2000.


Signature                                   Title
---------                                   -----

/s/ JOHN T. DILACQUA                         President, Chief Executive Officer
--------------------
John T. DiLacqua                             and Director (Principal Executive
                                             Officer)


/s/ JOHN C. HEENAN                           Senior Vice President and Chief
------------------
John C. Heenan                               Financial Officer (Principal
                                             Financial and Accounting Officer)


/s/ ROBERT N. GURNITZ                        Chairman of the Board of Directors
---------------------
Robert N. Gurnitz

/s/ WALLACE B. ASKINS                        Director
---------------------
Wallace B. Askins


/s/ RAYMOND P. CALDIERO                      Director
-----------------------
Raymond P. Caldiero


                                             Director
---------------------
Jeffrey G. Miller

                                      -7-

<PAGE>

/s/ JON D. RALPH                             Director
----------------
Jon D. Ralph


/s/ JOHN M. ROTH                             Director
----------------
John M. Roth


/s/ J. FREDERICK SIMMONS                     Director
------------------------
J. Frederick Simmons


                                             Director
--------------------
Ronald P. Spogli

                                      -8-

<PAGE>


                                  EXHIBIT INDEX


         Exhibit No.                Exhibit

           5.1                      Opinion of Leon Z. Heller, Esq.

           23.1                     Consent of Grant Thornton LLP.

           23.2                     Consent of Ernst & Young LLP.

           23.3                     Consent of Leon Z. Heller,  Esq.  (contained
                                    in Exhibit 5.1)

                                      -9-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "ENVIROSOURCE, INC. S-8", "secsgml_size_bytes": 21990}]
{"company-data": {"conformed-name": "ENVIROSOURCE INC", "cik": "0000106752", "assigned-sic": "5090", "irs-number": "340617390", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42954", "film-number": "685384"}, "business-address": {"street1": "1155 BUSINESS CENTER DRIVE", "city": "HORSHAM", "state": "PA", "zip": "19044-3454", "phone": "2159565500"}, "mail-address": {"street1": "1155 BUSINESS CENTER DRIVE", "city": "HORSHAM", "state": "PA", "zip": "19044"}, "former-company": [{"former-conformed-name": "NEOAX INC /DE/", "date-changed": "19891116"}, {"former-conformed-name": "NORTHEAST OHIO AXLE INC", "date-changed": "19860519"}, {"former-conformed-name": "WHITE MOTOR CORP", "date-changed": "19831201"}]}
As filed with the Securities and Exchange Commission on August 3, 2000
                                                  Registration No.
                                                                   -------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                               ENVIROSOURCE, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           34-0617390
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)

          1155 Business Center Drive, Horsham, Pennsylvania 19044-3454
          (Address of principal executive offices, including zip code)

                    ENVIROSOURCE, INC. 1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                              Leon Z. Heller, Esq.
                               ENVIROSOURCE, INC.
                           1155 Business Center Drive
                        Horsham, Pennsylvania 19044-3454
                                 (215) 956-5500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

=================================================================================================
                                            Proposed Maximum  Proposed Maximum
Title of Securities         Amount To        Offering Price      Aggregate          Amount Of
To Be  Registered         Be Registered       Per Share(1)    Offering Price(1)  Registration Fee
Common Stock, par value  500,000 Shares(2)       $.25             $125,000            $33.00
   $0.05 per share
=================================================================================================
1    Estimated for the sole purpose of computing the registration  fee. Pursuant
     to Rule 457(c), the stated price represents the average of the high and low
     prices  of the  registrant's Common  Stock in composite trading on July 28,
     2000.

2    Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement  also covers such  additional  indeterminate  number of shares of
     Common Stock or other  securities  as may become  issuable upon exercise of
     purchase  rights or  otherwise  by reason of  adjustments  pursuant  to the
     anti-dilution provisions of the Envirosource, Inc. 1999 Stock Option Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant  to the note to Part I of Form S-8 and Rule  428(b)(1)  of the
Securities  Act of 1933,  as  amended  ("Securities  Act")  and the  regulations
thereunder,  the document or documents  containing the information  specified in
Part I of Form S-8 are not required to be filed with the Securities and Exchange
Commission  ("SEC")  as  part of  this  Form  S-8  Registration  Statement  and,
therefore, are not set forth herein.

         The documents  containing the  information  specified in Part I of this
Form S-8 have been or will be sent or given to  employees  as  specified by Rule
428(b)(1) under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The  following  documents  filed  with  the SEC by  Envirosource,  Inc.
("Company") are hereby incorporated by reference:

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  December  31, 1999 filed on March 29, 2000  pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

         2.       The  Company's  Quarterly  Report on  Form 10-Q for the fiscal
                  quarter ended  March 31, 2000 filed on May 9, 2000 pursuant to
                  the Exchange Act.

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

ITEM 4.           DESCRIPTION OF SECURITIES.

General

         At  August  1,  2000,  the  authorized  capital  stock  of the  Company
consisted of 20,000,000  shares of common  stock,  par value $.05 per share (the
"Common  Stock") and  5,620,000  shares of preferred  stock,  par value $.25 per
share.  At  August  1,  2000,  there  were  5,813,394  shares  of  Common  Stock
outstanding,  and there  were  approximately  875,586  shares  of  Common  Stock
reserved for  issuance in  connection  with  options,  warrants  and  conversion
rights. At August 1, 2000, there were no shares of preferred stock outstanding.

         The Company may issue  additional  shares of Common Stock and preferred
stock in the future in connection with acquisitions,  corporate  combinations or
financing activities.

                                      -2-
Common Stock

         Holders of the  Common  Stock are  entitled  to one vote for each share
held of record,  and are entitled to receive any dividends  that may be declared
by the Board of Directors  out of funds  legally  available  therefor and (after
satisfaction  in full of the  prior  rights  of  creditors  and the  holders  of
preferred  stock)  to  share  pro rata in the net  assets  of the  Company  upon
liquidation. Holders of the Common Stock do not have preemptive, subscription or
redemption rights.  Upon issuance in accordance with the terms of the 1999 Stock
Option Plan,  and after  receipt of  consideration  therefor,  all shares of the
Common  Stock   offered   hereby  will  be  validly   issued,   fully  paid  and
nonassessable.

         The  Company  has not paid a cash  dividend  on its Common  Stock since
November  1983 and has no present  plan to pay cash  dividends.  The  Company is
currently  prohibited from paying cash dividends on its Common Stock by its bank
loan and security agreement. In addition, the indentures governing the Company's
9-3/4% Senior Notes due 2003  restrict  the payment  of dividends  under certain
circumstances.

         The Company's  Certificate of  Incorporation  requires the  affirmative
vote of the holders of 80% of the outstanding  shares of the Common Stock voting
separately as a class to remove any director and requires the  affirmative  vote
of the holders of 66-2/3% of the  outstanding  shares of the Common Stock voting
separately as a class (i) to amend the Certificate of  Incorporation  (except to
change  the  name  of  the  Company  or  its  principal  office,  which  may  be
accomplished  by a majority  vote) or (ii) to approve  the  issuance  during any
24-month  period of shares of capital  stock or other  securities,  which  would
entitle the holders  thereof to cast 5% or more of the votes for the election of
directors, any merger, consolidation or other reorganization of the Company, any
dissolution, liquidation or winding up of the Company or any sale or disposition
of any  substantial  portion  of the  assets of the  Company;  except  that such
66-2/3%  vote of the  stockholders  is not  required to  authorize or effect any
transaction  described in clause (ii) that has been approved by 80% of the Board
of  Directors.   In  addition,   the  Company's  By-laws  provide  that  special
stockholders'  meetings  may be held only  pursuant to a call by the Chairman of
the  Board,  the  President,  the Board of  Directors  or any  person or persons
holding at least 50% of the outstanding shares entitled to vote at such meeting.

         The Common  Stock is traded on the OTC  Bulletin  Board.  The  transfer
agent and registrar for the Common Stock and preferred  stock is American  Stock
Transfer & Trust Company.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the Common Stock offered  hereby will be opined upon by
Leon Z. Heller, Esq. Mr. Heller is Vice President, Secretary and General Counsel
of the Company,  owns shares of the Company's Common Stock, and holds options to
purchase shares of the Company's Common Stock under one or more of the Company's
stock incentive plans.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Envirosource, Inc. is a Delaware corporation.  Article VII Section 4 of
the Company's  By-Laws  provides that the Company may indemnify its officers and
directors  to the full  extent  permitted  by law.  Section  145 of the  General
Corporation  Law of the  State of  Delaware  ("GCL")  provides  that a  Delaware
corporation  has the power to indemnify  its  officers and  directors in certain
circumstances.

                                      -3-
Subsection  (a) of Section  145 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than an action  by or in the  right of the  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the corporation, and with respect to any criminal action or proceeding, provided
that such  director  or officer  had no cause to believe  his or her conduct was
unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
director or officer, or former director or officer,  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such  person  acted in any of the  capacities  set forth
above,  against expenses actually and reasonably incurred in connection with the
defense or  settlement  of such action or suit  provided  that such  director or
officer acted in good faith and in a manner  reasonably  believe to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim,  issue or matter as to which such  director
or officer shall have been adjudged to be liable to the  corporation  unless and
only to the extent  that the Court of Chancery or the court in which such action
was brought shall  determine  that despite the  adjudication  of liability  such
director  or officer is fairly and  reasonably  entitled to  indemnity  for such
expenses which the court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim, issue or matter therein,  he or she shall be indemnified against expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled;  and that the  corporation  shall have power to purchase  and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity  or arising  out of his status as such  whether or not the  corporation
would have the power to indemnify  him against such  liabilities  under  Section
145.

         Article TENTH of the Company's  Certificate of Incorporation  currently
provides  that no  director  shall 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) under
Section  174 of the GCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit.

         The  directors and officers of the Company are insured  against  losses
arising from claims against them as such for wrongful acts or omissions, subject
to certain limitations.

ITEM 7.           EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -4-
ITEM 8.           EXHIBITS.

         The  following   exhibits  have  been  filed  with  this   Registration
Statement:

         Exhibit No.           Exhibit

           5.1*                Opinion of Leon Z. Heller, Esq.

           10.1                Envirosource,   Inc.   1999  Stock   Option  Plan
                               (incorporated  herein by  reference to Appendix A
                               to the Company's  Proxy Statement filed April 30,
                               1999,  in respect of its 1999  Annual  Meeting of
                               Stockholders (File No. 1-1363)).

           23.1*               Consent of Grant Thornton LLP.

           23.2*               Consent of Ernst & Young LLP.

           23.3*               Consent of Leon Z.  Heller,  Esq.  (contained  in
                               Exhibit 5.1)

           *     Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (a) 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;

              (ii)    To reflect in the  prospectus  any facts or events arising
                      after the effective date of the 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 the  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 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 volume and price  represent no more than 20
                      percent change in the maximum aggregate offering price set
                      forth in the  "Calculation of  Registration  Fee" table in
                      the effective registration statement; and

              (iii)   to 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;

                                      -5-
(b) that,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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;

         (c) 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; and

         (d)  that,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  Registrant's  annual  report  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.

         Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC 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 be  governed by the final
adjudication of such issue.

                                      -6-
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  by  the  undersigned,  thereunto  duly
authorized, in Horsham, Pennsylvania.

Dated:  August 3, 2000
                                                           ENVIROSOURCE, INC.

                                                        By: /s/ JOHN T. DILACQUA
                                                            --------------------
                                                            John T. DiLacqua
                                                            President and Chief
                                                            Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on August 3, 2000.

Signature                                   Title
---------                                   -----

/s/ JOHN T. DILACQUA                         President, Chief Executive Officer
--------------------
John T. DiLacqua                             and Director (Principal Executive
                                             Officer)

/s/ JOHN C. HEENAN                           Senior Vice President and Chief
------------------
John C. Heenan                               Financial Officer (Principal
                                             Financial and Accounting Officer)

/s/ ROBERT N. GURNITZ                        Chairman of the Board of Directors
---------------------
Robert N. Gurnitz

/s/ WALLACE B. ASKINS                        Director
---------------------
Wallace B. Askins

/s/ RAYMOND P. CALDIERO                      Director
-----------------------
Raymond P. Caldiero

                                             Director
---------------------
Jeffrey G. Miller

                                      -7-
/s/ JON D. RALPH                             Director
----------------
Jon D. Ralph

/s/ JOHN M. ROTH                             Director
----------------
John M. Roth

/s/ J. FREDERICK SIMMONS                     Director
------------------------
J. Frederick Simmons

                                             Director
--------------------
Ronald P. Spogli

                                      -8-
EXHIBIT INDEX

         Exhibit No.                Exhibit

           5.1                      Opinion of Leon Z. Heller, Esq.

           23.1                     Consent of Grant Thornton LLP.

           23.2                     Consent of Ernst & Young LLP.

           23.3                     Consent of Leon Z. Heller,  Esq.  (contained
                                    in Exhibit 5.1)

                                      -9-