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

                            Form S-8
                     REGISTRATION STATEMENT
                             Under
                   The Securities Act of 1933


                Commission file number 000-25415


          SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
       (Exact name of registrant as specified in charter)


          Nevada                                  86-0857752
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     10240 - 124th Street, Suite 208
     Edmonton, Alberta, Canada                    T5N 3W6
     (Address of Principal Executive Office)      (Zip Code)

                    Consultant Stock Compensation Plan
                         (Full Title of the Plan)
                              (780) 488-9193
           (Registrant's Telephone Number, Including Area Code)



<TABLE>
                               Proposed      Proposed
Title of           Amount to    maximum      maximum
Securities to be      be       Offering     aggregate       Amount of
registered        registered   price per     offering    registration fee
                               share(2)       price
<S>              <C>           <C>           <C>         <C>
Common Stock (1)    56,800      1.0625       $60,350          $16.78
</TABLE>

1     Represents  up  to 56,800 shares of common stock to  be  offered  for
resale by the persons indicated in the prospectus included as part of  this
Registration  Statement,  in  addition to  the  additional  shares  offered
herein.

2     Calculated in accordance with Rule 457(h)(1) using the 5-day  average
of the bid and asked prices for the common stock on December 10, 1999.

<PAGE>

PROSPECTUS       The date of this Prospectus is December 15, 1999


                SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.

                    Up to 56,800 Shares of Common Stock
        Received by Directors, Officers, Consultants and Employees
             Under the Company's Consultant and Employee Stock
        Compensation Plan and Reoffered by Means of this Prospectus
        To Be Sold Either Privately or Through a Broker Transaction



Selling   shareholders  of  Sustainable  Development  International,   Inc.
("Company") will offer their shares through the over-the-counter market  or
through  NASDAQ,  if  the  Company's common  stock  is  then  included  for
quotation on NASDAQ. Selling shareholders, if control persons, are required
to  sell their shares in accordance with the volume limitations of Rule 144
under  the  Securities  Act of 1933, which limits  sales  by  each  selling
shareholder  in  any one month period to the greater of  1%  of  the  total
outstanding common stock (or approximately 13,819 shares after the issuance
of the shares herein) or the average weekly trading volume of the Company's
common  stock  during  the four calendar weeks immediately  preceding  such
sale.  It is expected that brokers and dealers effecting transactions  will
be  paid  the  normal  and customary commissions for  market  transactions;
however the Shares may be sold in a private transaction.



THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE  SECURITIES
AND  EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY  OR
THE  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY  IS  A
CRIMINAL OFFENSE.




No  person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and,  if
given  or made, such information or representation must not be relied  upon
as  having  been  authorized by the Company. Neither the delivery  of  this
Prospectus nor any distribution of the shares of the Common Stock  issuable
under  the  terms  of the Plan shall, under any circumstances,  create  any
implication  that there has been no change in the affairs  of  the  Company
since the date hereof.

  This Prospectus does not constitute an offer to sell securities in any
   state to any person to whom it is unlawful to make such offer in such
                                  state.

  The securities offered hereby involve a high degree of risk. See "Risk
                                 Factors."

<PAGE>

                     SUMMARY OF PROSPECTUS

The Company

This  prospectus accompanies reoffers by consultants and employees  of  the
Company of shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant  to  the   S-8
Registration, dated this same date, has registered 56,800 of the  Company's
common  stock,  of  which  all such shares have been  received,  concurrent
herewith,  pursuant  to the Company's Consultant and Employee  Compensation
Plan.  The Company's principal offices are located at 10240 - 124th Street,
Suite 208, Edmonton, Alberta, Canada, T5N 3W6, telephone number (780)  488-
9193.

                          RISK FACTORS

The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.

Need  for Additional Financing. The Company currently operates through cash
generated  by  loans  and  the sale of the Company's  stock.  There  is  no
assurance that such loans and sale of our stock will continue as it has  in
the  past, or will increase in the future. In order to succeed the  Company
will  require  additional capital for working capital  and  for  marketing.
There  can  be  no  assurance that such financing will be  available,  when
required, on acceptable terms.

Markets  Uncertain.  Despite  the  business  experience  of  the  officers,
directors,  and  principal shareholders of the Company, and  the  Company's
products  there can be no assurance that markets for the Company's products
will  develop  to  be  sizable  enough to permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management of the
Company  will  be  made exclusively by its officers and directors.    To  a
large  extent, the success of the Company will depend upon the  quality  of
the management provided by its officers and directors.

Dependence  upon Key Personnel. The success of the Company will be  largely
dependent  on  the  personal  efforts  of  key  employees,  officers,   and
directors, who are responsible for the development of the business  of  the
Company.   If  any of the key employees, officers or directors should,  for
whatever  the reason, cease to serve the Company, the Company may  find  it
difficult  to  find replacements within a short time frame, and  thus,  the
Company's ability to meet its goals could be adversely affected.


                                  PART I

General

     Sustainable Development International, Inc., a Nevada corporation (the
"Company")  is  a development stage company formed in 1998 to commercialize
innovative  technologies  in  the  environmental  energy  from  waste,  and
alternative  power  system industries. The Company's  goal  is  to  acquire
technology rights and licenses from patent holders and others, then  secure
a  market,  and  raise  sufficient  capital  to  build,  own,  and  operate
facilities throughout the world.

     We  have obtained the rights in Germany from Enviro-Mining Inc. for  a
process  which  can  produce a high-grade low sulfur  diesel  fuel  meeting
European standards for diesel fuel.  The process is an alternative  to  the
present  waste  disposal methods by converting automotive  waste  oil  into
light heating oil and high quality diesel fuel.

     We  have  added  separate  innovations to the  processing  package  to
provide  stability to the products, which meet the lower sulphur  standards
required  in Europe. The Company has combined these technologies under  the
operating name of the EMI Process. The objective is to establish  the  most
appropriate system, which will meet the operating, technical, and  business
objectives to be operated by us in Europe.


<PAGE>

Management
<TABLE>

       Name          Age                        Title
<S>               <C>     <C>
Harold Jahn          30    President, CEO, Secretary/Treasurer, Director
Lew Mansell          52    Senior Vice President
Garry R. Knull       52    Chief Financial Officer
</TABLE>

Harold Jahn -  President and Chief Executive Officer

Mr.  Jahn  has served as the Company's Chief Executive Officer,  President,
and  Chairman of the Board since May 1998. From mid 1995 until present  Mr.
Jahn  has been president of Enviro-Mining Inc. a company co-founded by  Mr.
Jahn  as  a solution for recycling needs in the tire industry.  Its mission
has  expanded, developing a broader recycling mandate internationally  with
the  inclusion  of innovative technologies in power generation  and  mining
equipment worldwide.  From July, 1991, to July, 1997, Mr. Jahn was involved
in  real  estate sales. Mr. Jahn graduated from the University  of  Alberta
with  a  BA  degree in International Relations and Economics in 1991.   His
education  contributed to his knowledge of business and government  issues,
creativity  in  problem  solving,  strengthened  concerns  for  sustainable
development, and managing projects in a timely manner.

Lew Mansell - Senior Vice President

Lew  Mansell  has  served as a Senior Vice President of the  Company  since
June,  1998.  From August, 1995, to June, 1998, Mr. Mansell  was  the  Vice
President of Enviro-Mining, Inc. From 1993 until present Mr. Mansell  owned
and  operated  INVEQ  Services,  a mortgage  brokerage  firm.  Mr.  Mansell
graduated  with a B.Sc. in chemistry in 1968, and brings over 25  years  of
management  skills  to  this  position.  His  experience  includes  polymer
research,   industrial   sales   and   services   in   the   manufacturing,
petrochemical,  and  corrosion industry. Since 1978,  he  has  successfully
turned  around several Company's implementing new quality control  systems,
and   production   procedures.  The  marketing  and  commercialization   of
innovative technologies became his focus from 1990.

Garry R. Knull - Chief Financial Officer

Garry  R.  Knull, CA, has served as Chief Financial Officer of the  Company
since  June,  1998.  From 1979 until present Mr. Knull has  been  a  senior
partner  in  the accounting firm of Knull, Hales & Chapelsy.  He  has  been
involved  in  corporate and commercial accounting, auditing  and  providing
financial  and taxation advice to a variety of clients.  He is  also  Chief
Financial Officer of a midsize oilfield manufacturing and supply company.

Legal Proceedings

The  Company  is  not  presently a party to  any  litigation,  nor  to  the
knowledge  of management is any litigation threatened against the  Company,
which would materially affect the Company.

Submission of Matters to Vote to Shareholders

      No  matter  was submitted to a vote of security holders, through  the
solicitation  of  proxies or otherwise, during the  Company's  fiscal  year
ended October 31, 1999.

Properties.

     The  Company's main offices are located at 10240 - 124th Street, Suite
208,  Edmonton, Alberta, Canada , and its telephone number  is  (780)  488-
9193,  Fax  No. (780) 488-9100. The facility is a leased approximately  600
square foot facility utilized for general corporate purposes.

<PAGE>


                           OFFERING SHAREHOLDERS

The  following table lists the shares of Company common stock held by  Erin
McNeil,  Gordon  Noland,  Joseph Batty, Andria Monyror,  Dabiel  Pahl,  Ian
Klassen  and  Donald  Stoecklein  proposing  to  sell  their  shares,   the
percentage held by each, and the shares currently proposed to be  reoffered
by them pursuant to this Prospectus.
<TABLE>

      Shareholder               New Shares      Percent of Total
                                 Offered         After Offering
<S>                             <C>            <C>
      Erin McNeill                 500               0.00%
      Gordon Noland               5,000              0.04%
      Joseph Batty                5,000              0.04%
      Andria Monyror              5,000              0.04%
      Daniel Pahl                 10,000             0.07%
      Ian Klassen                 16,300             0.12%
      Donald Stoecklein           15,000             0.11%
      TOTAL                       56,800
</TABLE>

                                  PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB, and its  latest
Quarterly Reports filed subsequent thereto, for quarter ending January  31,
1999,  2nd  Quarter ending April 30, 1999 and 3rd Quarter  July  31,  1999.
These Quarterly and Current Reports, as well as all other reports filed  by
the  Company  pursuant  to  Sections 13(a),  13(c),  14  or  15(d)  of  the
Securities  Exchange Act of 1934, are hereby incorporated by  reference  in
this prospectus and may be obtained upon the oral or written request of any
person  to  the  Company  at  10240 - 124th Street,  Suite  208,  Edmonton,
Alberta, Canada T5N 3W6 telephone number (780) 488-9193.

Incorporation of Documents by Reference.

The  registrant incorporates the following documents by reference  in  this
Registration Statement:

(a) The registrants Form 10SB filed for the year ended July 20, 1999.
(b)  The registrants Quarterly Report on Form 10-QSB for the quarter ending
January 31, 1999.
(c)  The registrants Quarterly Report on Form 10-QSB for the quarter ending
April 30, 1999.
(d)  The registrants Quarterly Report on Form 10-QSB for the quarter ending
July 31, 1999.

Item 4. Description of Securities

General

      A  description  of securities is incorporated by reference  from  the
registrants Registration Statement on Form 10SB, File No. 000-25409.

<PAGE>

       The   Company's  authorized  capitalization  is  50,000,000  shares,
consisting of 50,000,000 shares of Common Stock, par value $.001 per share,
of  which 13,818,600, (as of December 14, 1999 there were 13,761,800 shares
outstanding)  shares will be issued and outstanding after issuance  to  the
selling  shareholders,  and  the additional  shares,  referred  to  in  the
preceding section.

Common Stock

      Holders  of Common Stock are entitled to one vote per share  on  each
matter  submitted to vote at any meeting of shareholders. Shares of  Common
Stock  do  not carry cumulative voting rights and therefore, holders  of  a
majority  of the outstanding shares of Common Stock will be able  to  elect
the  entire  board  of directors and, if they do so, minority  shareholders
would  not  be  able  to elect any members to the board of  directors.  The
Company's board of directors has authority, without action by the Company's
shareholders,  to issue all or any portion of the authorized  but  unissued
shares of Common Stock, which would reduce the percentage ownership of  the
Company  of  its shareholders and which may dilute the book  value  of  the
Common  Stock.  Shareholders of the Company have no pre-emptive  rights  to
acquire  additional shares of Common Stock. The Common Stock is not subject
to  redemption  and carries no subscription or conversion  rights.  In  the
event  of  liquidation  of  the Company, the shares  of  Common  Stock  are
entitled  to  share equally in corporate assets after satisfaction  of  all
liabilities. Holders of Common Stock are entitled to receive such dividends
as  the  board  of  directors may from time to time declare  out  of  funds
legally  available for the payment of dividends. The Company has  not  paid
dividends  on  its Common Stock and does not anticipate that  it  will  pay
dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel

     NA

Item 6. Indemnification

     The  Articles  of Incorporation for the Company do contain  provisions
for  indemnification  of the officers and directors; in  addition,  Section
78.751 of the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees and agents;
advance of expenses.
     1.    A corporation may indemnify any person 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,  except an action by or in the right of the corporation,  by
reason of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint venture, trust or other enterprise,  against  expenses,
including  attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed  to be in or not opposed to the best interests of the corporation,
and,  with  respect to any criminal action or proceeding, had no reasonable
cause  to believe his conduct was unlawful.  The termination of any action,
suit  or proceeding by judgment, order, settlement, conviction, or  upon  a
plea  of  nolo contendere or its equivalent, does not, of itself, create  a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation,  and that, with respect to any criminal action or  proceeding,
he had reasonable cause to believe that his conduct was unlawful.
     2.    A corporation may indemnify any person 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 he is or was a director, officer,
employee  or agent of the corporation, or is or was serving at the  request
of  the  corporation as a director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust or other enterprise  against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of  the  action or suit if he acted in good faith and in a manner which  he
reasonably  believed to be in or not opposed to the best interests  of  the
corporation.   Indemnification may not be made  for  any  claim,  issue  or
matter  as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to  be  liable  to
the  corporation  or  for amounts paid in settlement  to  the  corporation,
unless  and only to the extent that the court in which the action  or  suit
was  brought  or  other  court  of competent jurisdiction  determines  upon
application that in view of all the circumstances of the case,  the  person
is  fairly  and reasonably entitled to indemnity for such expenses  as  the
court deems proper.

<PAGE>
     3.    To the extent that a director, officer, employee or agent  of  a
corporation  has been successful on the merits or otherwise in  defense  of
any  action, suit or proceeding referred to in subsections 1 and 2,  or  in
defense  of  any claim, issue or matter therein, he must be indemnified  by
the  corporation against expenses, including attorneys' fees, actually  and
reasonably incurred by him in connection with the defense.
     4.    Any indemnification under subsections 1 and 2, unless ordered by
a  court  or  advanced  pursuant to subsection  5,  must  be  made  by  the
corporation  only as authorized in the specific case upon  a  determination
that  indemnification of the director, officer, employee or agent is proper
in the circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.   The articles of incorporation, the bylaws or an agreement made by
the  corporation  may provide that the expenses of officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be  paid
by  the  corporation  as  they are incurred and in  advance  of  the  final
disposition  of  the  action,  suit  or  proceeding,  upon  receipt  of  an
undertaking by or on behalf of the director or officer to repay the  amount
if it is ultimately determined by a court of competent jurisdiction that he
is  not entitled to be indemnified by corporation.  The provisions of  this
subsection  do  not affect any rights to advancement of expenses  to  which
corporate  personnel other than the directors or officers may  be  entitled
under any contract or otherwise by law.
     6.    The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
 a)  Does  not  exclude  any other rights to which  a  person  seeking
     indemnification or advancement of expenses may be entitled under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in another capacity while holding his office, except
     that indemnification, unless ordered by a court pursuant to subsection 2 or
     for the advancement of expenses made pursuant to subsection 5, may not be
     made to or on behalf of any director or officer if a final adjudication
     establishes that his act or omissions involved intentional misconduct,
     fraud or a knowing violation of the law and was material to the cause of
     action.
(b)  Continues for a person who has ceased to be a director,  officer,
     employee or agent and inures to the benefit of the heirs, executors and
      administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All  of the shares were exempt from the registration requirements  of
the  Securities  Act of 1933 as amended by virtue of Section  4(2)  thereof
covering  transactions not involving any public offering or  not  involving
any  "offer" or "sale".

Item 8. Exhibits.

3.1  Articles of Incorporation of registrant(1).
3.2  Bylaws (2).
5    Opinion  of Donald J. Stoecklein, Attorney-at-law, regarding  legality
     of shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25409;
(2)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25409;
(3)  Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

<PAGE>

(1)  To file, during any period in which offers or sales are being made,  a
post-effective amendment to this registration statement:
          (i)   To  include any prospectus required by section 10(a)(3)  of
          the Securities Act of 1933;
          (ii)  To  reflect in the prospectus any facts or  events  arising
          after  the effective date of 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;
          (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,  including  (but  not  limited  to)  any
          addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and  the
offering of such securities offered at that time shall be deemed to be  the
initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination
of the offering.
      The  undersigned registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  Company's  annual report pursuant to Section 13(a)  or  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
referring  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  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise,  the  Company  has  been advised 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 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 Company will,  unless
in  the  opinion of its counsel that 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 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 by the undersigned,
thereunto  duly authorized, in the City of Las Vegas, State of  Nevada,  on
this 14th day of December, 1999.

SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.

By :/s/ Harold Jahn
     Harold Jahn, President

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
registration  statement  has been signed by the following  persons  in  the
capacities indicated on December 14, 1999.

Signature                Title                                   Date

/s/ Harold Jahn          President, Director           December 15, 1999
Harold Jahn

/s/ Lew Mansell          Senior Vice President         December 15, 1999
Lew Mansell
<PAGE>
                                 EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
                                                    Telephone (702) 794-2590
                                                    Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
--------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        December 15, 1999

Harold Jahn
President
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
10240 - 124th Street, Suite 208
Edmonton, Alberta, Canada

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Jahn:

You  have  requested our opinion as to the legality of the registration  by
you, Sustainable Development International, Inc. (the "Corporation") of  up
to 56,800 shares of Common Stock ( the "shares") pursuant to a Registration
Statement,  dated  December  14, 1999, on  Form  S-8  (  the  "Registration
Statement") to be filed on December 14, 1999:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the Corporation, as  amended  (the
     "Articles");

2.   The  Bylaws of the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The Corporation's 10SB filed July 20, 1999;

6.   The Corporation's 10-QSB for first quarter 1999;

7.   The Corporation's 10-QSB for second quarter 1999;

8.   The Corporation's 10-QSB for third quarter 1999;

9.   The Consultant and Employee Stock Compensation Plan; and

10.  Such  other  matters as we have deemed relevant in order to  form  our
     opinion.

In   giving  our  opinion,  we  have  assumed  without  investigation   the
authenticity of any document or instrument submitted to us as an  original,
the  conformity to the original of any document or instrument submitted  to
us  as  a copy, and the genuineness of all signatures on such originals  or
copies.

Based  upon  the  foregoing, and subject to the  qualifications  set  forth
below,  we  are  of  the opinion that the Shares, if  issued  and  sold  as
described  in the Registration Statement (provided that at least par  value
is  paid  for  the  shares):  (i) will have been duly  authorized,  legally
issued, fully paid and nonassessable, (ii) when issued will be a valid  and
binding  obligation of the corporation, and  (iii) do not require a  permit
from any governmental agency.

Our  opinion  is subject to the qualification that no opinion is  expressed
herein as to the application of the state securities or Blue-Sky laws.

<PAGE>

This  Opinion is furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this opinion nor copies hereof may be  relied  upon  by,
delivered  to, or quoted in whole or in part to any governmental agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in  regards
to  the  Request  to Transfer Agent for transfer of the above  referred  to
shares.




                                        Yours Very Truly,



                                        s/Donald J. Stoecklein
                                        Donald J. Stoecklein








s8opin.899
<PAGE>


                                EXHIBIT 10
                 CONSULTANT AND EMPLOYEE STOCK OPTION PLAN

<PAGE>

                     EMPLOYEE STOCK COMPENSATION PLAN
                Sustainable Development International, Inc.

                               I.
                      Purpose of the Plan.

The  purpose  of  this  Plan  is  to  further  the  growth  of  Sustainable
Development  International, Inc.  ("Sustainable")  by allowing the  Company
to  compensate  officers, directors, consultants and certain other  persons
providing  bona  fide  services to the Company or to  compensate  officers,
directors  and  employees  for  accrual of salary,  through  the  award  of
Sustainable's common stock.

                              II.
                           Definitions

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of Sustainable.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4.  "Common Stock" means the common stock, par value $ .001 per  share,  of
Sustainable.

5.  "Date  of  Grant" means the day the Board of Directors  authorizes  the
grant  of  an Award or such later date as may be specified by the Board  of
Directors as the date a particular Award will become effective.

6. "Employee" means any person or entity that renders bona fide services to
the  Company  (including,  without  limitation,  the  following:  a  person
employed  by  the  Company in a key capacity; an  officer  or  director  of
Sustainable or one or more Subsidiaries; a person or company engaged by the
Company  as  a consultant; or a lawyer, law firm, accountant or  accounting
firm.

7.  "Subsidiary" means any corporation that is a subsidiary with regard  to
Sustainable as that term is defined in Section 424(f) of the Code.

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is December 14, 1999.


                              IV.
                   Administration of the Plan

The  Board of Directors will be responsible for the administration of  this
Plan,  and  will  grant  Awards under this Plan.  Subject  to  the  express
provisions  of this Plan, the Board of Directors shall have full  authority
and  sole  and  absolute discretion to interpret this Plan,  to  prescribe,
amend  and  rescind rules and regulations relating to it, and to  make  all
other  determinations  which it believes to be necessary  or  advisable  in
administering  this Plan. The determinations of the Board of  Directors  on
the  matters referred to in this Section shall be conclusive. The Board  of
Directors shall have sole and absolute discretion to amend this  Plan.   No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.


<PAGE>
                                    V.
                   Stock Subject to the Plan

The  maximum  number of shares of Common Stock as to which  Awards  may  be
granted under this Plan as of this date and subject to subsequent amendment
is  500,000 shares. The Common Stock which is issued on grant of awards may
be  authorized  but unissued shares or shares which have  been  issued  and
reacquired by Sustainable. The Board of Directors may increase the  maximum
number of shares of Common Stock as to which Awards may be granted at  such
time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

Awards may be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                   VII.
                        Grants of Awards

Except  as  otherwise  provided herein, the Board of Directors  shall  have
complete discretion to determine when and to which Employees or Consultants
Awards  are to be granted, and the number of shares of Common Stock  as  to
which  awards granted to each Employee or consultant will relate. No  grant
will  be  made if, in the judgment of the Board of Directors, such a  grant
would constitute a public distribution within the meaning of the Securities
Act  of  1933,  as  amended  (the  "Act"), or  the  rules  and  regulations
promulgated  thereunder.   The  Board of Directors  upon  approval  of  the
issuance  of shares pursuant to this plan shall provide as an exhibit,  the
party to whom shares are issued, and the number of shares issued.

                                   VIII.
                 Delivery of Stock Certificates

As  promptly  as  practicable  after authorizing  the  grant  of  an  Award
Sustainable shall deliver to the person who is the recipient of the  Award,
a   certificate   or  certificates  registered  in  that   person's   name,
representing the number of shares of Common Stock that were granted.

                              IX.
                           Employment

Nothing  in  this  Plan or in the grant of an Award shall confer  upon  any
Employee  or consultant the right to continue in the employ of the  Company
nor  shall  it  interfere with or restrict in any way  the  rights  of  the
Company  to  discharge any employee at any time for any reason  whatsoever,
with or without cause.

                               X.
                      Laws and Regulations

The obligation of Sustainable to sell and deliver shares of Common Stock on
the  grant  of  an Award under this Plan shall be subject to the  condition
that  counsel  for  Sustainable be satisfied that  the  sale  and  delivery
thereof  will  not violate the Act or any other applicable laws,  rules  or
regulations.

                              XI.
                      Withholding of Taxes

If  subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money  as
are  necessary to pay the Employee's withholding tax. The Company may elect
to  withhold from the shares to be issued hereunder a sufficient number  of
shares  to  satisfy the Company's withholding obligations. If  the  Company
becomes  required  to pay withholding tax to any federal,  state  or  other
taxing  authority as a result of the granting of an Award and the  Employee
fails  to  provide  the  Company with the funds  with  which  to  pay  that
withholding  tax,  the Company may withhold up to 50% of  each  payment  of
salary  or  bonus to the Employee (which will be in addition to  any  other
required  or permitted withholding), until the Company has been  reimbursed
for the entire withholding tax it was required to pay.

<PAGE>

                             XII.
                     Reservation of Shares

Sustainable  shall  at  all times keep reserved for issuance  on  grant  of
awards  under  this Plan a number of authorized but unissued or  reacquired
shares  of  Common Stock equal to the maximum number of shares  Sustainable
may be required to be issued on the grant of Awards under this Plan.

                             XII.
                    Termination of the Plan

The  Board of Directors may suspend or terminate this Plan at any  time  or
from time to time, but no such action shall adversely affect the rights  of
a person granted an Award under this Plan prior to that date.

                             XIV.
                        Delivery of Plan

A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the  granting  of  the  Award  and  establishing  the  terms,  if  any,  of
participation.

No dealer, salesman, or any other person has been authorized by the Company
to  give  any information or to make any representations other  than  those
contained  in this Prospectus in connection with the offering made  hereby,
and  if  given  or made, such information or representations  must  not  be
relied  upon. This Prospectus does not constitute an offer to sell  or  the
solicitation  of  an  offer  to  buy  any  securities  other   than   those
specifically  offered hereby or an offer to sell, or a solicitation  of  an
offer to buy, to any person in any jurisdiction in which such offer or sale
would  be  unlawful. Neither the delivery of this Prospectus nor  any  sale
made  hereunder  shall under any circumstances create any implication  that
there  has  been no change in the affairs of the Company since any  of  the
dates  as  of  which information is furnished or since  the  date  of  this
Prospectus.


/s/ Harold Jahn                President, Director           December 15, 1999
Harold Jahn
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39902}]
{"company-data": {"conformed-name": "SUSTAINABLE DEVELOPMENT INTERNATIONAL INC", "cik": "0001075999", "assigned-sic": "6770", "irs-number": "943310203", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92801", "film-number": "99775002"}, "business-address": {"street1": "10240 124 ST", "street2": "SUITE 208", "city": "EDMONSTON ALBERTA T5", "state": "A0", "zip": "00000", "phone": "4034889221"}, "mail-address": {"street1": "SUITE 208 10240 124 STREET", "city": "EDMONTON ALBERTA", "state": "A0", "zip": "0000000"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C., 20549

                            Form S-8
                     REGISTRATION STATEMENT
                             Under
                   The Securities Act of 1933

                Commission file number 000-25415

          SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
       (Exact name of registrant as specified in charter)

          Nevada                                  86-0857752
     (State of other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)

     10240 - 124th Street, Suite 208
     Edmonton, Alberta, Canada                    T5N 3W6
     (Address of Principal Executive Office)      (Zip Code)

                    Consultant Stock Compensation Plan
                         (Full Title of the Plan)
                              (780) 488-9193
           (Registrant's Telephone Number, Including Area Code)

                               Proposed      Proposed
Title of           Amount to    maximum      maximum
Securities to be      be       Offering     aggregate       Amount of
registered        registered   price per     offering    registration fee
                               share(2)       price
Common Stock (1)    56,800      1.0625       $60,350          $16.78
1     Represents  up  to 56,800 shares of common stock to  be  offered  for
resale by the persons indicated in the prospectus included as part of  this
Registration  Statement,  in  addition to  the  additional  shares  offered
herein.

2     Calculated in accordance with Rule 457(h)(1) using the 5-day  average
of the bid and asked prices for the common stock on December 10, 1999.
PROSPECTUS       The date of this Prospectus is December 15, 1999

                SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.

                    Up to 56,800 Shares of Common Stock
        Received by Directors, Officers, Consultants and Employees
             Under the Company's Consultant and Employee Stock
        Compensation Plan and Reoffered by Means of this Prospectus
        To Be Sold Either Privately or Through a Broker Transaction

Selling   shareholders  of  Sustainable  Development  International,   Inc.
("Company") will offer their shares through the over-the-counter market  or
through  NASDAQ,  if  the  Company's common  stock  is  then  included  for
quotation on NASDAQ. Selling shareholders, if control persons, are required
to  sell their shares in accordance with the volume limitations of Rule 144
under  the  Securities  Act of 1933, which limits  sales  by  each  selling
shareholder  in  any one month period to the greater of  1%  of  the  total
outstanding common stock (or approximately 13,819 shares after the issuance
of the shares herein) or the average weekly trading volume of the Company's
common  stock  during  the four calendar weeks immediately  preceding  such
sale.  It is expected that brokers and dealers effecting transactions  will
be  paid  the  normal  and customary commissions for  market  transactions;
however the Shares may be sold in a private transaction.

THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE  SECURITIES
AND  EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY  OR
THE  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY  IS  A
CRIMINAL OFFENSE.

No  person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and,  if
given  or made, such information or representation must not be relied  upon
as  having  been  authorized by the Company. Neither the delivery  of  this
Prospectus nor any distribution of the shares of the Common Stock  issuable
under  the  terms  of the Plan shall, under any circumstances,  create  any
implication  that there has been no change in the affairs  of  the  Company
since the date hereof.

  This Prospectus does not constitute an offer to sell securities in any
   state to any person to whom it is unlawful to make such offer in such
                                  state.

  The securities offered hereby involve a high degree of risk. See "Risk
                                 Factors."
SUMMARY OF PROSPECTUS

The Company

This  prospectus accompanies reoffers by consultants and employees  of  the
Company of shares of common stock received through the Company's Consultant
and   Employee  Compensation  Plan.  The  Company,  pursuant  to  the   S-8
Registration, dated this same date, has registered 56,800 of the  Company's
common  stock,  of  which  all such shares have been  received,  concurrent
herewith,  pursuant  to the Company's Consultant and Employee  Compensation
Plan.  The Company's principal offices are located at 10240 - 124th Street,
Suite 208, Edmonton, Alberta, Canada, T5N 3W6, telephone number (780)  488-
9193.

                          RISK FACTORS

The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.

Need  for Additional Financing. The Company currently operates through cash
generated  by  loans  and  the sale of the Company's  stock.  There  is  no
assurance that such loans and sale of our stock will continue as it has  in
the  past, or will increase in the future. In order to succeed the  Company
will  require  additional capital for working capital  and  for  marketing.
There  can  be  no  assurance that such financing will be  available,  when
required, on acceptable terms.

Markets  Uncertain.  Despite  the  business  experience  of  the  officers,
directors,  and  principal shareholders of the Company, and  the  Company's
products  there can be no assurance that markets for the Company's products
will  develop  to  be  sizable  enough to permit  the  Company  to  operate
profitably.

Reliance on Management. All decisions with respect to the management of the
Company  will  be  made exclusively by its officers and directors.    To  a
large  extent, the success of the Company will depend upon the  quality  of
the management provided by its officers and directors.

Dependence  upon Key Personnel. The success of the Company will be  largely
dependent  on  the  personal  efforts  of  key  employees,  officers,   and
directors, who are responsible for the development of the business  of  the
Company.   If  any of the key employees, officers or directors should,  for
whatever  the reason, cease to serve the Company, the Company may  find  it
difficult  to  find replacements within a short time frame, and  thus,  the
Company's ability to meet its goals could be adversely affected.

                                  PART I

General

     Sustainable Development International, Inc., a Nevada corporation (the
"Company")  is  a development stage company formed in 1998 to commercialize
innovative  technologies  in  the  environmental  energy  from  waste,  and
alternative  power  system industries. The Company's  goal  is  to  acquire
technology rights and licenses from patent holders and others, then  secure
a  market,  and  raise  sufficient  capital  to  build,  own,  and  operate
facilities throughout the world.

     We  have obtained the rights in Germany from Enviro-Mining Inc. for  a
process  which  can  produce a high-grade low sulfur  diesel  fuel  meeting
European standards for diesel fuel.  The process is an alternative  to  the
present  waste  disposal methods by converting automotive  waste  oil  into
light heating oil and high quality diesel fuel.

     We  have  added  separate  innovations to the  processing  package  to
provide  stability to the products, which meet the lower sulphur  standards
required  in Europe. The Company has combined these technologies under  the
operating name of the EMI Process. The objective is to establish  the  most
appropriate system, which will meet the operating, technical, and  business
objectives to be operated by us in Europe.
Management

       Name          Age                        Title
Harold Jahn          30    President, CEO, Secretary/Treasurer, Director
Lew Mansell          52    Senior Vice President
Garry R. Knull       52    Chief Financial Officer
Harold Jahn -  President and Chief Executive Officer

Mr.  Jahn  has served as the Company's Chief Executive Officer,  President,
and  Chairman of the Board since May 1998. From mid 1995 until present  Mr.
Jahn  has been president of Enviro-Mining Inc. a company co-founded by  Mr.
Jahn  as  a solution for recycling needs in the tire industry.  Its mission
has  expanded, developing a broader recycling mandate internationally  with
the  inclusion  of innovative technologies in power generation  and  mining
equipment worldwide.  From July, 1991, to July, 1997, Mr. Jahn was involved
in  real  estate sales. Mr. Jahn graduated from the University  of  Alberta
with  a  BA  degree in International Relations and Economics in 1991.   His
education  contributed to his knowledge of business and government  issues,
creativity  in  problem  solving,  strengthened  concerns  for  sustainable
development, and managing projects in a timely manner.

Lew Mansell - Senior Vice President

Lew  Mansell  has  served as a Senior Vice President of the  Company  since
June,  1998.  From August, 1995, to June, 1998, Mr. Mansell  was  the  Vice
President of Enviro-Mining, Inc. From 1993 until present Mr. Mansell  owned
and  operated  INVEQ  Services,  a mortgage  brokerage  firm.  Mr.  Mansell
graduated  with a B.Sc. in chemistry in 1968, and brings over 25  years  of
management  skills  to  this  position.  His  experience  includes  polymer
research,   industrial   sales   and   services   in   the   manufacturing,
petrochemical,  and  corrosion industry. Since 1978,  he  has  successfully
turned  around several Company's implementing new quality control  systems,
and   production   procedures.  The  marketing  and  commercialization   of
innovative technologies became his focus from 1990.

Garry R. Knull - Chief Financial Officer

Garry  R.  Knull, CA, has served as Chief Financial Officer of the  Company
since  June,  1998.  From 1979 until present Mr. Knull has  been  a  senior
partner  in  the accounting firm of Knull, Hales & Chapelsy.  He  has  been
involved  in  corporate and commercial accounting, auditing  and  providing
financial  and taxation advice to a variety of clients.  He is  also  Chief
Financial Officer of a midsize oilfield manufacturing and supply company.

Legal Proceedings

The  Company  is  not  presently a party to  any  litigation,  nor  to  the
knowledge  of management is any litigation threatened against the  Company,
which would materially affect the Company.

Submission of Matters to Vote to Shareholders

      No  matter  was submitted to a vote of security holders, through  the
solicitation  of  proxies or otherwise, during the  Company's  fiscal  year
ended October 31, 1999.

Properties.

     The  Company's main offices are located at 10240 - 124th Street, Suite
208,  Edmonton, Alberta, Canada , and its telephone number  is  (780)  488-
9193,  Fax  No. (780) 488-9100. The facility is a leased approximately  600
square foot facility utilized for general corporate purposes.
OFFERING SHAREHOLDERS

The  following table lists the shares of Company common stock held by  Erin
McNeil,  Gordon  Noland,  Joseph Batty, Andria Monyror,  Dabiel  Pahl,  Ian
Klassen  and  Donald  Stoecklein  proposing  to  sell  their  shares,   the
percentage held by each, and the shares currently proposed to be  reoffered
by them pursuant to this Prospectus.

      Shareholder               New Shares      Percent of Total
                                 Offered         After Offering
Erin McNeill                 500               0.00%
      Gordon Noland               5,000              0.04%
      Joseph Batty                5,000              0.04%
      Andria Monyror              5,000              0.04%
      Daniel Pahl                 10,000             0.07%
      Ian Klassen                 16,300             0.12%
      Donald Stoecklein           15,000             0.11%
      TOTAL                       56,800
PART II

Item 3. Information with Respect to the Company

This  prospectus is accompanied by the Company's Form 10SB, and its  latest
Quarterly Reports filed subsequent thereto, for quarter ending January  31,
1999,  2nd  Quarter ending April 30, 1999 and 3rd Quarter  July  31,  1999.
These Quarterly and Current Reports, as well as all other reports filed  by
the  Company  pursuant  to  Sections 13(a),  13(c),  14  or  15(d)  of  the
Securities  Exchange Act of 1934, are hereby incorporated by  reference  in
this prospectus and may be obtained upon the oral or written request of any
person  to  the  Company  at  10240 - 124th Street,  Suite  208,  Edmonton,
Alberta, Canada T5N 3W6 telephone number (780) 488-9193.

Incorporation of Documents by Reference.

The  registrant incorporates the following documents by reference  in  this
Registration Statement:

(a) The registrants Form 10SB filed for the year ended July 20, 1999.
(b)  The registrants Quarterly Report on Form 10-QSB for the quarter ending
January 31, 1999.
(c)  The registrants Quarterly Report on Form 10-QSB for the quarter ending
April 30, 1999.
(d)  The registrants Quarterly Report on Form 10-QSB for the quarter ending
July 31, 1999.

Item 4. Description of Securities

General

      A  description  of securities is incorporated by reference  from  the
registrants Registration Statement on Form 10SB, File No. 000-25409.
The   Company's  authorized  capitalization  is  50,000,000  shares,
consisting of 50,000,000 shares of Common Stock, par value $.001 per share,
of  which 13,818,600, (as of December 14, 1999 there were 13,761,800 shares
outstanding)  shares will be issued and outstanding after issuance  to  the
selling  shareholders,  and  the additional  shares,  referred  to  in  the
preceding section.

Common Stock

      Holders  of Common Stock are entitled to one vote per share  on  each
matter  submitted to vote at any meeting of shareholders. Shares of  Common
Stock  do  not carry cumulative voting rights and therefore, holders  of  a
majority  of the outstanding shares of Common Stock will be able  to  elect
the  entire  board  of directors and, if they do so, minority  shareholders
would  not  be  able  to elect any members to the board of  directors.  The
Company's board of directors has authority, without action by the Company's
shareholders,  to issue all or any portion of the authorized  but  unissued
shares of Common Stock, which would reduce the percentage ownership of  the
Company  of  its shareholders and which may dilute the book  value  of  the
Common  Stock.  Shareholders of the Company have no pre-emptive  rights  to
acquire  additional shares of Common Stock. The Common Stock is not subject
to  redemption  and carries no subscription or conversion  rights.  In  the
event  of  liquidation  of  the Company, the shares  of  Common  Stock  are
entitled  to  share equally in corporate assets after satisfaction  of  all
liabilities. Holders of Common Stock are entitled to receive such dividends
as  the  board  of  directors may from time to time declare  out  of  funds
legally  available for the payment of dividends. The Company has  not  paid
dividends  on  its Common Stock and does not anticipate that  it  will  pay
dividends in the foreseeable future.

Item 5.  Interests of Named Experts and Counsel

     NA

Item 6. Indemnification

     The  Articles  of Incorporation for the Company do contain  provisions
for  indemnification  of the officers and directors; in  addition,  Section
78.751 of the Nevada General Corporation Laws provides as follows:

      78.751  Indemnification of officers, directors, employees and agents;
advance of expenses.
     1.    A corporation may indemnify any person 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,  except an action by or in the right of the corporation,  by
reason of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation
as   a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint venture, trust or other enterprise,  against  expenses,
including  attorney's fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed  to be in or not opposed to the best interests of the corporation,
and,  with  respect to any criminal action or proceeding, had no reasonable
cause  to believe his conduct was unlawful.  The termination of any action,
suit  or proceeding by judgment, order, settlement, conviction, or  upon  a
plea  of  nolo contendere or its equivalent, does not, of itself, create  a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation,  and that, with respect to any criminal action or  proceeding,
he had reasonable cause to believe that his conduct was unlawful.
     2.    A corporation may indemnify any person 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 he is or was a director, officer,
employee  or agent of the corporation, or is or was serving at the  request
of  the  corporation as a director, officer, employee or agent  of  another
corporation, partnership, joint venture, trust or other enterprise  against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of  the  action or suit if he acted in good faith and in a manner which  he
reasonably  believed to be in or not opposed to the best interests  of  the
corporation.   Indemnification may not be made  for  any  claim,  issue  or
matter  as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to  be  liable  to
the  corporation  or  for amounts paid in settlement  to  the  corporation,
unless  and only to the extent that the court in which the action  or  suit
was  brought  or  other  court  of competent jurisdiction  determines  upon
application that in view of all the circumstances of the case,  the  person
is  fairly  and reasonably entitled to indemnity for such expenses  as  the
court deems proper.
3.    To the extent that a director, officer, employee or agent  of  a
corporation  has been successful on the merits or otherwise in  defense  of
any  action, suit or proceeding referred to in subsections 1 and 2,  or  in
defense  of  any claim, issue or matter therein, he must be indemnified  by
the  corporation against expenses, including attorneys' fees, actually  and
reasonably incurred by him in connection with the defense.
     4.    Any indemnification under subsections 1 and 2, unless ordered by
a  court  or  advanced  pursuant to subsection  5,  must  be  made  by  the
corporation  only as authorized in the specific case upon  a  determination
that  indemnification of the director, officer, employee or agent is proper
in the circumstances.  The determination must be made:
     (a)  By the stockholders:
     (b)  By the board of directors by majority vote of a quorum consisting o
       directors who were not parties to act, suit or proceeding;
     (c)  If a majority vote of a quorum consisting of directors who were not
       parties to the act, suit or proceeding so orders, by independent legal
       counsel in a written opinion; or
     (d)  If a quorum consisting of directors who were not parties to the act,
       suit or proceeding cannot to obtained, by independent legal counsel in a
       written opinion; or
     5.   The articles of incorporation, the bylaws or an agreement made by
the  corporation  may provide that the expenses of officers  and  directors
incurred in defending a civil or criminal, suit or proceeding must be  paid
by  the  corporation  as  they are incurred and in  advance  of  the  final
disposition  of  the  action,  suit  or  proceeding,  upon  receipt  of  an
undertaking by or on behalf of the director or officer to repay the  amount
if it is ultimately determined by a court of competent jurisdiction that he
is  not entitled to be indemnified by corporation.  The provisions of  this
subsection  do  not affect any rights to advancement of expenses  to  which
corporate  personnel other than the directors or officers may  be  entitled
under any contract or otherwise by law.
     6.    The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
 a)  Does  not  exclude  any other rights to which  a  person  seeking
     indemnification or advancement of expenses may be entitled under the
     articles of incorporation or any bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, for either an action in his official
     capacity or an action in another capacity while holding his office, except
     that indemnification, unless ordered by a court pursuant to subsection 2 or
     for the advancement of expenses made pursuant to subsection 5, may not be
     made to or on behalf of any director or officer if a final adjudication
     establishes that his act or omissions involved intentional misconduct,
     fraud or a knowing violation of the law and was material to the cause of
     action.
(b)  Continues for a person who has ceased to be a director,  officer,
     employee or agent and inures to the benefit of the heirs, executors and
      administrators of such a person.

Item 7. Exemption From Registration Claimed.

      All  of the shares were exempt from the registration requirements  of
the  Securities  Act of 1933 as amended by virtue of Section  4(2)  thereof
covering  transactions not involving any public offering or  not  involving
any  "offer" or "sale".

Item 8. Exhibits.

3.1  Articles of Incorporation of registrant(1).
3.2  Bylaws (2).
5    Opinion  of Donald J. Stoecklein, Attorney-at-law, regarding  legality
     of shares being issued (3).
10   Consultant Stock Compensation Plan/Consultants Agreements (3).
__________________________________________
(1)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25409;
(2)  Incorporated by reference from the registrants Registration  Statement
     on Form 10SB, File No. 000-25409;
(3)  Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made,  a
post-effective amendment to this registration statement:
          (i)   To  include any prospectus required by section 10(a)(3)  of
          the Securities Act of 1933;
          (ii)  To  reflect in the prospectus any facts or  events  arising
          after  the effective date of 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;
          (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,  including  (but  not  limited  to)  any
          addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and  the
offering of such securities offered at that time shall be deemed to be  the
initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of  the  securities being registered which remain unsold at the termination
of the offering.
      The  undersigned registrant hereby undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  Company's  annual report pursuant to Section 13(a)  or  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
referring  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  of  1933  may  be permitted  to  directors,  officers  and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise,  the  Company  has  been advised 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 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 Company will,  unless
in  the  opinion of its counsel that 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 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 by the undersigned,
thereunto  duly authorized, in the City of Las Vegas, State of  Nevada,  on
this 14th day of December, 1999.

SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.

By :/s/ Harold Jahn
     Harold Jahn, President

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
registration  statement  has been signed by the following  persons  in  the
capacities indicated on December 14, 1999.

Signature                Title                                   Date

/s/ Harold Jahn          President, Director           December 15, 1999
Harold Jahn

/s/ Lew Mansell          Senior Vice President         December 15, 1999
Lew Mansell
EXHIBIT 5
                     Opinion and Consent of
                      Donald J. Stoecklein
ATTORNEY AT LAW
                                                    Telephone (702) 794-2590
                                                    Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
--------------------------------------------------------------------------------
1850 E. Flamingo Rd., Suite #111, Las Vegas, Nevada 89119

                                        December 15, 1999

Harold Jahn
President
SUSTAINABLE DEVELOPMENT INTERNATIONAL, INC.
10240 - 124th Street, Suite 208
Edmonton, Alberta, Canada

     RE: REGISTRATION STATEMENT ON FORM S-8

Dear Mr. Jahn:

You  have  requested our opinion as to the legality of the registration  by
you, Sustainable Development International, Inc. (the "Corporation") of  up
to 56,800 shares of Common Stock ( the "shares") pursuant to a Registration
Statement,  dated  December  14, 1999, on  Form  S-8  (  the  "Registration
Statement") to be filed on December 14, 1999:

As your counsel we have reviewed and examined:

1.   The  Articles  of  Incorporation of the Corporation, as  amended  (the
     "Articles");

2.   The  Bylaws of the Corporation, as certified by the Secretary  of  the
     Corporation;

3.   The Resolutions of the corporation authorizing the registration;

4.   The minute book of the Corporation;

5.   The Corporation's 10SB filed July 20, 1999;

6.   The Corporation's 10-QSB for first quarter 1999;

7.   The Corporation's 10-QSB for second quarter 1999;

8.   The Corporation's 10-QSB for third quarter 1999;

9.   The Consultant and Employee Stock Compensation Plan; and

10.  Such  other  matters as we have deemed relevant in order to  form  our
     opinion.

In   giving  our  opinion,  we  have  assumed  without  investigation   the
authenticity of any document or instrument submitted to us as an  original,
the  conformity to the original of any document or instrument submitted  to
us  as  a copy, and the genuineness of all signatures on such originals  or
copies.

Based  upon  the  foregoing, and subject to the  qualifications  set  forth
below,  we  are  of  the opinion that the Shares, if  issued  and  sold  as
described  in the Registration Statement (provided that at least par  value
is  paid  for  the  shares):  (i) will have been duly  authorized,  legally
issued, fully paid and nonassessable, (ii) when issued will be a valid  and
binding  obligation of the corporation, and  (iii) do not require a  permit
from any governmental agency.

Our  opinion  is subject to the qualification that no opinion is  expressed
herein as to the application of the state securities or Blue-Sky laws.
This  Opinion is furnished by us as counsel to you and is solely  for  your
benefit.  Neither  this opinion nor copies hereof may be  relied  upon  by,
delivered  to, or quoted in whole or in part to any governmental agency  or
other person without our prior written consent.

Notwithstanding the above, we consent to the use of our opinion in  regards
to  the  Request  to Transfer Agent for transfer of the above  referred  to
shares.

                                        Yours Very Truly,

                                        s/Donald J. Stoecklein
                                        Donald J. Stoecklein

s8opin.899
EXHIBIT 10
                 CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
EMPLOYEE STOCK COMPENSATION PLAN
                Sustainable Development International, Inc.

                               I.
                      Purpose of the Plan.

The  purpose  of  this  Plan  is  to  further  the  growth  of  Sustainable
Development  International, Inc.  ("Sustainable")  by allowing the  Company
to  compensate  officers, directors, consultants and certain other  persons
providing  bona  fide  services to the Company or to  compensate  officers,
directors  and  employees  for  accrual of salary,  through  the  award  of
Sustainable's common stock.

                              II.
                           Definitions

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. "Award" means any grant of Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of Sustainable.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4.  "Common Stock" means the common stock, par value $ .001 per  share,  of
Sustainable.

5.  "Date  of  Grant" means the day the Board of Directors  authorizes  the
grant  of  an Award or such later date as may be specified by the Board  of
Directors as the date a particular Award will become effective.

6. "Employee" means any person or entity that renders bona fide services to
the  Company  (including,  without  limitation,  the  following:  a  person
employed  by  the  Company in a key capacity; an  officer  or  director  of
Sustainable or one or more Subsidiaries; a person or company engaged by the
Company  as  a consultant; or a lawyer, law firm, accountant or  accounting
firm.

7.  "Subsidiary" means any corporation that is a subsidiary with regard  to
Sustainable as that term is defined in Section 424(f) of the Code.

                              III.
                   Effective Date of the Plan

The effective date of this Amended Plan is December 14, 1999.

                              IV.
                   Administration of the Plan

The  Board of Directors will be responsible for the administration of  this
Plan,  and  will  grant  Awards under this Plan.  Subject  to  the  express
provisions  of this Plan, the Board of Directors shall have full  authority
and  sole  and  absolute discretion to interpret this Plan,  to  prescribe,
amend  and  rescind rules and regulations relating to it, and to  make  all
other  determinations  which it believes to be necessary  or  advisable  in
administering  this Plan. The determinations of the Board of  Directors  on
the  matters referred to in this Section shall be conclusive. The Board  of
Directors shall have sole and absolute discretion to amend this  Plan.   No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
V.
                   Stock Subject to the Plan

The  maximum  number of shares of Common Stock as to which  Awards  may  be
granted under this Plan as of this date and subject to subsequent amendment
is  500,000 shares. The Common Stock which is issued on grant of awards may
be  authorized  but unissued shares or shares which have  been  issued  and
reacquired by Sustainable. The Board of Directors may increase the  maximum
number of shares of Common Stock as to which Awards may be granted at  such
time as it deems advisable.

                              VI.
               Persons Eligible to Receive Awards

Awards may be granted only to Employees, or Consultants of the Company,  in
their individual capacity only.

                                   VII.
                        Grants of Awards

Except  as  otherwise  provided herein, the Board of Directors  shall  have
complete discretion to determine when and to which Employees or Consultants
Awards  are to be granted, and the number of shares of Common Stock  as  to
which  awards granted to each Employee or consultant will relate. No  grant
will  be  made if, in the judgment of the Board of Directors, such a  grant
would constitute a public distribution within the meaning of the Securities
Act  of  1933,  as  amended  (the  "Act"), or  the  rules  and  regulations
promulgated  thereunder.   The  Board of Directors  upon  approval  of  the
issuance  of shares pursuant to this plan shall provide as an exhibit,  the
party to whom shares are issued, and the number of shares issued.

                                   VIII.
                 Delivery of Stock Certificates

As  promptly  as  practicable  after authorizing  the  grant  of  an  Award
Sustainable shall deliver to the person who is the recipient of the  Award,
a   certificate   or  certificates  registered  in  that   person's   name,
representing the number of shares of Common Stock that were granted.

                              IX.
                           Employment

Nothing  in  this  Plan or in the grant of an Award shall confer  upon  any
Employee  or consultant the right to continue in the employ of the  Company
nor  shall  it  interfere with or restrict in any way  the  rights  of  the
Company  to  discharge any employee at any time for any reason  whatsoever,
with or without cause.

                               X.
                      Laws and Regulations

The obligation of Sustainable to sell and deliver shares of Common Stock on
the  grant  of  an Award under this Plan shall be subject to the  condition
that  counsel  for  Sustainable be satisfied that  the  sale  and  delivery
thereof  will  not violate the Act or any other applicable laws,  rules  or
regulations.

                              XI.
                      Withholding of Taxes

If  subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money  as
are  necessary to pay the Employee's withholding tax. The Company may elect
to  withhold from the shares to be issued hereunder a sufficient number  of
shares  to  satisfy the Company's withholding obligations. If  the  Company
becomes  required  to pay withholding tax to any federal,  state  or  other
taxing  authority as a result of the granting of an Award and the  Employee
fails  to  provide  the  Company with the funds  with  which  to  pay  that
withholding  tax,  the Company may withhold up to 50% of  each  payment  of
salary  or  bonus to the Employee (which will be in addition to  any  other
required  or permitted withholding), until the Company has been  reimbursed
for the entire withholding tax it was required to pay.
XII.
                     Reservation of Shares

Sustainable  shall  at  all times keep reserved for issuance  on  grant  of
awards  under  this Plan a number of authorized but unissued or  reacquired
shares  of  Common Stock equal to the maximum number of shares  Sustainable
may be required to be issued on the grant of Awards under this Plan.

                             XII.
                    Termination of the Plan

The  Board of Directors may suspend or terminate this Plan at any  time  or
from time to time, but no such action shall adversely affect the rights  of
a person granted an Award under this Plan prior to that date.

                             XIV.
                        Delivery of Plan

A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the  granting  of  the  Award  and  establishing  the  terms,  if  any,  of
participation.

No dealer, salesman, or any other person has been authorized by the Company
to  give  any information or to make any representations other  than  those
contained  in this Prospectus in connection with the offering made  hereby,
and  if  given  or made, such information or representations  must  not  be
relied  upon. This Prospectus does not constitute an offer to sell  or  the
solicitation  of  an  offer  to  buy  any  securities  other   than   those
specifically  offered hereby or an offer to sell, or a solicitation  of  an
offer to buy, to any person in any jurisdiction in which such offer or sale
would  be  unlawful. Neither the delivery of this Prospectus nor  any  sale
made  hereunder  shall under any circumstances create any implication  that
there  has  been no change in the affairs of the Company since any  of  the
dates  as  of  which information is furnished or since  the  date  of  this
Prospectus.

/s/ Harold Jahn                President, Director           December 15, 1999
Harold Jahn