As filed with the Securities and Exchange Commission on May 14, 1996
                         Registration No. 33-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>


                   <S>                                                                            <C>       
                              Delaware                                                            11-2863244
                   (State or other jurisdiction of                                             (I.R.S. Employer
                   Incorporation or organization)                                            Identification No.)

                     1335 Greg Street. Unit #104
                           Sparks, Nevada                                                           89431
              (Address of principal executive offices)                                            (Zip Code)

</TABLE>



         VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 STOCK OPTION PLAN
    VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 INCENTIVE STOCK OPTION PLAN
                      EMPLOYMENT CONTRACT FOR AMYN S. DAHYA
                            (Full title of the plans)




        Amyn S. Dahya, Chairman & CEO                   Copy to:
   Vector Environmental Technologies, Inc.       John M. Stephenson, Esq.
      1335 Greg Street, Unit #104                  Jenkens & Gilchrist,
         Sparks, Nevada 89431                     A Professional Corporation
          (702) 331-5524 1445                     Ross Avenue, Suite 3200
                                                   Dallas, Texas 75202

 (Name, address and telephone number including area code of agent for service)



<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE


                                                         Proposed            Proposed Maximum
Title of Class of Securities to   Amount to be            Maximum           Aggregate Offering       Amount of Registration Fee (3)
        be Registered             Registered(1)     Offering Price per         Price (2)(3)
                                                       Share (2)(3)
   <S>                              <C>                    <C>                  <C>                                 <C>   
   Common Stock, $0.005 par         2,575,000              $2.50                $3,056,540                          $1,054
       value per share
<FN>

     (1) The securities to be registered  consist of 875,000 shares reserved for
issuance  under the Vector  Environmental  Technologies,  Inc. 1995 Stock Option
Plan,  700,000  shares  reserved  for  issuance  under the Vector  Environmental
Technologies,  Inc. 1995 Incentive Stock Option Plan, and 1,000,000 shares under
employment contract.


<PAGE>



     (2) Estimated solely for the purpose of calculating the registration fee.

     (3) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price per
share of the common stock  offered  hereunder  pursuant to the Plans is based on
(i) 89,000 shares of common stock  reserved for issuance under the Plans but not
subject to outstanding  stock options,  at a price per share of $2.50,  which is
the average of the bid and asked price per share of common stock on the 10th day
of May, 1996 on NASD Bulletin Board,  and (ii) 2,486,000  shares of common stock
reserved for issuance under the Plans and subject to outstanding  stock options,
at the average exercise price of approximately $1.14 per share.
</FN>

</TABLE>

                                                              PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby  incorporates by reference in this registration  statement
the following  documents  previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):

     (1) the Registrant's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended September 30, 1995;

     (2) the Registrant's  Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1995 filed with the Commission;
    
 (3) the description of the common stock, par value $0.005 per share, of the
Registrant (the "Common Stock") set forth in the Registration  Statement on Form
10 filed with the  Commission  on February 10, 1994,  including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant  with the Commission  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this  registration  statement
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of the filing of such  documents  until  such time as there  shall
have been filed a  post-effective  amendment  that indicates that all securities
offered  hereby  have been sold or that  deregisters  all  securities  remaining
unsold at the time of such amendment.

Item 5.  Interests of Named Experts and Counsel.

Certain  matters  with respect to the validity of the Common Stock to be offered
hereby  will  be  passed  on for  the  Registrant  by  Jenkens  &  Gilchrist,  a
Professional Corporation.

Item 6.  Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling  person,  director or officer of the Registrant is insured
or  indemnified  in any manner  against any liability  which he may incur in his
capacity as such, is as follows:

     (1) Article XIII of the Articles of Incorporation  of Registrant,  filed as
Exhibit  3(i) to the  Registration  Statement. 

     (2) Section 145 of the  Delaware

General Corporation Law.
The general effect of the foregoing is to indemnify a control person, officer or
director from  liability,  thereby  making the  Registrant  responsible  for any
expenses or damages incurred by such control person,  officer or director in any
action brought  against them based on their conduct in such  capacity,  provided
they did not engage in fraud or criminal activity.

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


<PAGE>







Item 8.  Exhibits.

     (a)      Exhibits.

              The  following  documents  are filed as part of this  registration
statement.

     Exhibit                                     Description of Exhibit

     4.1 Articles of Incorporation of the Registrant  (incorporated by reference
to Exhibit 3(i) to the Registrant's Registration Statement on Form S-4 (Reg. No.
33-86716)).

     4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) to
the Registrant's Registration Statement on Form S-4 (Reg. No. 33-86716)).

    4.3* Vector Environmental Technologies, Inc. 1995 Incentive Stock Option 
Plan.

     4.4*  Form  of  Stock  Option  Agreement  under  the  Vector  Environmental
Technologies, Inc. 1995 Incentive Stock Option Plan.

4.5* Vector Environmental Technologies, Inc. 1995 Stock Option Plan.

     4.6*  Form  of  Stock  Option  Agreement  under  the  Vector  Environmental
Technologies, Inc. 1995 Stock Option Plan.

4.7* Employment Contract with Amyn S. Dahya.

5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation.

     23.1* Consent of Jenkens & Gilchrist, a Professional  Corporation (included
in their opinion filed as Exhibit 5.1).

23.2* Consent of Deloitte & Touche LLP.

Item 9.  Undertakings.

     A.       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 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;

                           (2)  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; and

                           (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.

                  B. The  undersigned  Registrant  hereby  undertakes  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.

                  -------------------

                  *  Filed herewith.



<PAGE>



                  C. 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   Commission   such
                  indemnification  is against  public policy as expressed in the
                  Securities Act and is, therefore,  unenforceable. In the event
                  that a claim  for  indemnification  against  such  liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director,  officer or  controlling  person of the
                  Registrant in the  successful  defense of any action,  suit or
                  proceeding)   is  asserted  by  such   director,   officer  or
                  controlling  person in connection  with the  securities  being
                  registered,  the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling  precedent,
                  submit to a court of appropriate  jurisdiction the question of
                  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.



<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 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 Reno, Nevada, on May 6, 1996.


                                                                          

                                     VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.


                                     By: /s/ Amyn S. Dahya           
                                     Amyn S. Dahya, Chief Executive Officer

                                                         POWER OF ATTORNEY


     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Amyn S. Dahya and Douglas C. Washburn his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same with all exhibits, thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and  agents or either of them,  or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration  statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

<TABLE>
<CAPTION>

Signature                               Capacity                                    Date

<S>  <C>                                <C>                                         <C>           
/s/  Amyn S Dahya                                                                        5/6/96

______________________________          Chief Executive Officer                     ____________
Amyn S. Dahya                                    (Principal Executive Officer)

/s/  Douglas C. Washburn                                                                  5/6/96
______________________________          Vice President Secretary Treasurer          ____________
Douglas C. Washburn                              (Principal Financial Officer)

/s/  Dennis E. Welling                                                                    5/6/96
______________________________          Controller                                  ____________
Dennis E. Welling                       (Principal Accounting Officer)

/s/  Vijay J. Fozdar                                                                      5/6/96
______________________________          President & Director                        ____________
Vijay J. Fozdar

/s/  Martin D. Fife                                                                       5/6/96
______________________________          Director                                    ____________
         Martin D. Fife
</TABLE>


<PAGE>



                                                                EXHIBIT INDEX


               Exhibit Number                              Document Description

              4.3                       Vector Environmental Technologies, Inc.
                                        1995 Incentive Stock Option Plan

              4.4                       Form of Incentive Stock Option Agreement
                                        under the Vector Environmental
                                        Technologies, Inc. 1995 Incentive Stock
                                        Option Plan

              4.5                       Vector Environmental Technologies, Inc.
                                        1995 Stock Option Plan

              4.6                       Form of Stock Option Agreement under the
                                        Vector Environmental Technologies, Inc.
                                        1995 Stock Option Plan

              4.7                       Employment Contract for Amyn S. Dahya

              5.1                       Opinion of Jenkens & Gilchrist, a
                                        Professional Corporation

             23.1                       Consent of Jenkens & Gilchrist, a
                                        Professional Corporation 
                                        (included in their
                                        opinion filed as Exhibit 5.1)

             23.2                       Consent of Deloitte & Touche LLP
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR VECTOR", "secsgml_size_bytes": 17949}]
{"company-data": {"conformed-name": "VECTOR ENVIRONMENTAL TECHNOLOGIES INC", "cik": "0000918997", "assigned-sic": "1540", "irs-number": "112863244", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03707", "film-number": "96563872"}, "business-address": {"street1": "1335 GREG ST", "street2": "UNIT 104", "city": "SPARKS", "state": "NV", "zip": "89431", "phone": "7023315524"}}
As filed with the Securities and Exchange Commission on May 14, 1996
                         Registration No. 33-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)
Delaware                                                            11-2863244
                   (State or other jurisdiction of                                             (I.R.S. Employer
                   Incorporation or organization)                                            Identification No.)

                     1335 Greg Street. Unit #104
                           Sparks, Nevada                                                           89431
              (Address of principal executive offices)                                            (Zip Code)
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 STOCK OPTION PLAN
    VECTOR ENVIRONMENTAL TECHNOLOGIES, INC. 1995 INCENTIVE STOCK OPTION PLAN
                      EMPLOYMENT CONTRACT FOR AMYN S. DAHYA
                            (Full title of the plans)

        Amyn S. Dahya, Chairman & CEO                   Copy to:
   Vector Environmental Technologies, Inc.       John M. Stephenson, Esq.
      1335 Greg Street, Unit #104                  Jenkens & Gilchrist,
         Sparks, Nevada 89431                     A Professional Corporation
          (702) 331-5524 1445                     Ross Avenue, Suite 3200
                                                   Dallas, Texas 75202

 (Name, address and telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE

                                                         Proposed            Proposed Maximum
Title of Class of Securities to   Amount to be            Maximum           Aggregate Offering       Amount of Registration Fee (3)
        be Registered             Registered(1)     Offering Price per         Price (2)(3)
                                                       Share (2)(3)
Common Stock, $0.005 par         2,575,000              $2.50                $3,056,540                          $1,054
       value per share
(1) The securities to be registered  consist of 875,000 shares reserved for
issuance  under the Vector  Environmental  Technologies,  Inc. 1995 Stock Option
Plan,  700,000  shares  reserved  for  issuance  under the Vector  Environmental
Technologies,  Inc. 1995 Incentive Stock Option Plan, and 1,000,000 shares under
employment contract.
(2) Estimated solely for the purpose of calculating the registration fee.

     (3) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price per
share of the common stock  offered  hereunder  pursuant to the Plans is based on
(i) 89,000 shares of common stock  reserved for issuance under the Plans but not
subject to outstanding  stock options,  at a price per share of $2.50,  which is
the average of the bid and asked price per share of common stock on the 10th day
of May, 1996 on NASD Bulletin Board,  and (ii) 2,486,000  shares of common stock
reserved for issuance under the Plans and subject to outstanding  stock options,
at the average exercise price of approximately $1.14 per share.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby  incorporates by reference in this registration  statement
the following  documents  previously filed by the Registrant with the Securities
and Exchange Commission (the "Commission"):

     (1) the Registrant's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended September 30, 1995;

     (2) the Registrant's  Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1995 filed with the Commission;
    
 (3) the description of the common stock, par value $0.005 per share, of the
Registrant (the "Common Stock") set forth in the Registration  Statement on Form
10 filed with the  Commission  on February 10, 1994,  including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant  with the Commission  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this  registration  statement
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of the filing of such  documents  until  such time as there  shall
have been filed a  post-effective  amendment  that indicates that all securities
offered  hereby  have been sold or that  deregisters  all  securities  remaining
unsold at the time of such amendment.

Item 5.  Interests of Named Experts and Counsel.

Certain  matters  with respect to the validity of the Common Stock to be offered
hereby  will  be  passed  on for  the  Registrant  by  Jenkens  &  Gilchrist,  a
Professional Corporation.

Item 6.  Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling  person,  director or officer of the Registrant is insured
or  indemnified  in any manner  against any liability  which he may incur in his
capacity as such, is as follows:

     (1) Article XIII of the Articles of Incorporation  of Registrant,  filed as
Exhibit  3(i) to the  Registration  Statement. 

     (2) Section 145 of the  Delaware

General Corporation Law.
The general effect of the foregoing is to indemnify a control person, officer or
director from  liability,  thereby  making the  Registrant  responsible  for any
expenses or damages incurred by such control person,  officer or director in any
action brought  against them based on their conduct in such  capacity,  provided
they did not engage in fraud or criminal activity.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933  (the  "Securities  Act")  may be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
Item 8.  Exhibits.

     (a)      Exhibits.

              The  following  documents  are filed as part of this  registration
statement.

     Exhibit                                     Description of Exhibit

     4.1 Articles of Incorporation of the Registrant  (incorporated by reference
to Exhibit 3(i) to the Registrant's Registration Statement on Form S-4 (Reg. No.
33-86716)).

     4.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii) to
the Registrant's Registration Statement on Form S-4 (Reg. No. 33-86716)).

    4.3* Vector Environmental Technologies, Inc. 1995 Incentive Stock Option 
Plan.

     4.4*  Form  of  Stock  Option  Agreement  under  the  Vector  Environmental
Technologies, Inc. 1995 Incentive Stock Option Plan.

4.5* Vector Environmental Technologies, Inc. 1995 Stock Option Plan.

     4.6*  Form  of  Stock  Option  Agreement  under  the  Vector  Environmental
Technologies, Inc. 1995 Stock Option Plan.

4.7* Employment Contract with Amyn S. Dahya.

5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation.

     23.1* Consent of Jenkens & Gilchrist, a Professional  Corporation (included
in their opinion filed as Exhibit 5.1).

23.2* Consent of Deloitte & Touche LLP.

Item 9.  Undertakings.

     A.       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 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;

                           (2)  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; and

                           (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.

                  B. The  undersigned  Registrant  hereby  undertakes  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.

                  -------------------

                  *  Filed herewith.
C. 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   Commission   such
                  indemnification  is against  public policy as expressed in the
                  Securities Act and is, therefore,  unenforceable. In the event
                  that a claim  for  indemnification  against  such  liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director,  officer or  controlling  person of the
                  Registrant in the  successful  defense of any action,  suit or
                  proceeding)   is  asserted  by  such   director,   officer  or
                  controlling  person in connection  with the  securities  being
                  registered,  the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling  precedent,
                  submit to a court of appropriate  jurisdiction the question of
                  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.
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 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 Reno, Nevada, on May 6, 1996.

                                                                          

                                     VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.

                                     By: /s/ Amyn S. Dahya           
                                     Amyn S. Dahya, Chief Executive Officer

                                                         POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Amyn S. Dahya and Douglas C. Washburn his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same with all exhibits, thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and  agents or either of them,  or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this registration  statement
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.
Signature                               Capacity                                    Date
/s/  Amyn S Dahya                                                                        5/6/96

______________________________          Chief Executive Officer                     ____________
Amyn S. Dahya                                    (Principal Executive Officer)

/s/  Douglas C. Washburn                                                                  5/6/96
______________________________          Vice President Secretary Treasurer          ____________
Douglas C. Washburn                              (Principal Financial Officer)

/s/  Dennis E. Welling                                                                    5/6/96
______________________________          Controller                                  ____________
Dennis E. Welling                       (Principal Accounting Officer)

/s/  Vijay J. Fozdar                                                                      5/6/96
______________________________          President & Director                        ____________
Vijay J. Fozdar

/s/  Martin D. Fife                                                                       5/6/96
______________________________          Director                                    ____________
         Martin D. Fife
EXHIBIT INDEX

               Exhibit Number                              Document Description

              4.3                       Vector Environmental Technologies, Inc.
                                        1995 Incentive Stock Option Plan

              4.4                       Form of Incentive Stock Option Agreement
                                        under the Vector Environmental
                                        Technologies, Inc. 1995 Incentive Stock
                                        Option Plan

              4.5                       Vector Environmental Technologies, Inc.
                                        1995 Stock Option Plan

              4.6                       Form of Stock Option Agreement under the
                                        Vector Environmental Technologies, Inc.
                                        1995 Stock Option Plan

              4.7                       Employment Contract for Amyn S. Dahya

              5.1                       Opinion of Jenkens & Gilchrist, a
                                        Professional Corporation

             23.1                       Consent of Jenkens & Gilchrist, a
                                        Professional Corporation 
                                        (included in their
                                        opinion filed as Exhibit 5.1)

             23.2                       Consent of Deloitte & Touche LLP