As filed with the Securities and Exchange Commission on June 4, 1998.
                                                Registration No. 333-_____


                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

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

                               ZMAX CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                              52-2040275
   -------------------------------         ----------------------------
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

                            20251 CENTURY BOULEVARD
                          GERMANTOWN, MARYLAND 20874
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

                               ZMAX CORPORATION
                           1997 STOCK INCENTIVE PLAN

                               ZMAX CORPORATION
                            1997 DIRECTORS FORMULA
                               STOCK OPTION PLAN


                              MICHAEL C. HIGGINS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               ZMAX CORPORATION
                            20251 CENTURY BOULEVARD
                          GERMANTOWN, MARYLAND 20874
         -------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                (301) 353-9500
         -------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                         COPIES OF COMMUNICATIONS TO:

          MICHAEL C. HIGGINS                     MICHAEL H. CHANIN,ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER   POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
           ZMAX CORPORATION                           SIXTH FLOOR
       20251 CENTURY BOULEVARD              1001 PENNSYLVANIA AVENUE, N.W.
     GERMANTOWN, MARYLAND  20874                WASHINGTON, D.C. 30303


<PAGE>

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
 ============================================================================================================
                                                 Proposed Maximum      Proposed Maximum
Title of Securities            Amount to Be       Offering Price      Aggregate Offering         Amount of
To Be Registered               Registered(1)       Per Share(2)            Price(2)          Registration Fee
<S>                             <C>                   <C>                <C>                    <C>
Common Stock, par value
$.001 per share........         1,820,000             $ 9.42             $ 17,144,400           $ 5,057.60
 ============================================================================================================
<FN>
(1)   Plus an  indeterminate  number of shares  of  Common  Stock  that may be
      issuable  by  reason  of  stock  options,  stock  dividends  or  similar
      transactions  in accordance  with Rule 416 under the  Securities  Act of
      1933.
(2)   The  amounts are based on the average of the high and low prices for the
      Common Stock as reported in the NASDAQ Small Cap Market on May 28, 1998,
      in  accordance  with  paragraphs  (c) and  (h)(i)  of Rule 457 under the
      Securities Act of 1933.
</FN>
</TABLE>


<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


      The document(s) containing the information specified in this Part I will
be sent or given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities Act of 1933.


                                      I-1

<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following   documents   filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

      (1)   The  Registrant's  Quarterly Report on Form 10-Q for the quarterly
            period ended March 31, 1998 (File No. 000-23967);

      (2)   The  Registrant's  Annual  Report on Form 10-K for the fiscal year
            ended December 31, 1997 (File No. 000-23967); and

      (3)   The description of the Registrant's  Common Stock contained on the
            Registrant's  Registration Statement on Form 8-A as filed with the
            Commission  on  March  27,  1998  pursuant  to  Section  12 of the
            Securities  Exchange Act of 1934, as amended (the "Exchange  Act")
            (File No. 000-23967).

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


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant is organized under the laws of the State of Delaware. The
Delaware  General  Corporation  Law, as amended (the "DGCL"),  provides that a
Delaware  corporation  has the power  generally  to indemnify  its  directors,
officers,  employees  and other agents  (each,  a "Corporate  Agent")  against
expenses and liabilities  (including amounts paid in settlement) in connection
with any  proceeding  involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation,  if such
person acted in good faith and in a manner he reasonably  believed to be in or
not opposed to the best interests of the corporation  and, with respect to any
criminal  proceeding,  such  person had no  reasonable  cause to  believe  his
conduct was unlawful.  In the case of an action  brought by or in the right of
the  corporation,  indemnification  of a Corporate  Agent against  expenses is
permitted  if such  person  acted in good faith and in a manner he  reasonably
believed to be in or not  opposed to the best  interests  of the  corporation;
however,  no  indemnification  is permitted in respect of any claim,  issue or
matters as to which such person  shall have been  adjudged to be liable to the
corporation,  unless and only to the extent  that the Court of Chancery or the
court in which such  proceeding was brought shall  determine upon  application


<PAGE>

that despite the adjudication of liability,  but in view of all  circumstances
of  the  case,  such  person  is  fairly  and  reasonably   entitled  to  such
indemnification.  To the extent that a director or officer has been successful
on the  merits of such  proceeding,  whether  or not by or in the right of the
corporation,  or in the  defense of any claim,  issue or matter  therein,  the
corporation  is required to indemnify such director or officer for expenses in
connection  therewith  pursuant to the DGCL. To the extent that an employee or
agent has been successful on the merits of such proceeding,  whether or not by
or in the right of the corporation,  or in the defense of any claim,  issue or
matter therein, the corporation is only required to indemnify such employee or
agent for expenses in  connection  therewith if required by the  corporation's
certificate of incorporation  or bylaws or by a contract or board  resolution.
The  elimination  of statutory  mandatory  indemnification  for  employees and
agents is, however, effective only with respect to acts or omissions occurring
on or after July 1, 1997. Expenses incurred by a Corporate Agent in connection
with a proceeding may, under certain circumstances, be paid by the corporation
in advance of the final  disposition  of the  proceeding  as authorized by the
board of directors.  The power to indemnify and advance the expenses under the
DGCL does not exclude other rights to which a Corporate  Agent may be entitled
under  the  certificate  of   incorporation,   bylaws,   agreement,   vote  of
stockholders or disinterested directors or otherwise.

      Under the DGCL,  a Delaware  corporation  has the power to purchase  and
maintain  insurance on behalf of any Corporate  Agent against any  liabilities
asserted and incurred by him in such capacity,  whether or not the corporation
has the power to indemnify him against such liabilities under the DGCL.

      As permitted by the DGCL, the Registrant's Certificate of Incorporation,
as amended,  and Bylaws,  as amended and restated,  contain a provision  which
limit the personal liability of directors for all judgments, fines, penalties,
excise  taxes,  amounts  paid in  settlement  and costs,  charges and expenses
(including  attorneys' fees and  disbursements)  for breach of their fiduciary
duties as  directors  except to the extent such  limitation  of  liability  is
prohibited by the DGCL. In accordance with the DGCL,  these  provisions do not
limit the liability of any director for any breach of the  director's  duty of
loyalty to the  Registrant or its  stockholders;  for acts or omissions not in
good faith or which involve  intentional  misconduct or a knowing violation of
law; for certain  unlawful  payments of dividends or stock  repurchases  under
Section  174 of the DGCL;  or for any  transaction  from  which  the  director
derives an improper personal benefit. These provisions do not limit the rights
of the  Registrant  or any  stockholder  to seek an  injunction  or any  other
non-monetary relief in the event of a breach of a director's fiduciary duty.

      In addition,  the Registrant's Bylaws, as amended and restated,  provide
for the indemnification of officers, employees, agents or other individuals to
such extent and in such manner as  determined by the Board of Directors in its
sole discretion to the extent authorized by the DGCL.


                                     - 2 -

<PAGE>

ITEM 8.     EXHIBITS.

   Exhibit No.          Description
   -----------          -----------
      5                 Opinion of Powell, Goldstein, Frazer & Murphy LLP.

      10.1              ZMAX    Corporation   1997   Stock   Incentive   Plan.
                        (Incorporated  herein by  reference to Exhibit 10.1 to
                        the  Registrant's  Registration  Statement on Form S-4
                        (File No. 333-29833).)

      10.2              ZMAX Corporation  1997 Directors  Formula Stock Option
                        Plan.  (Incorporated  herein by  reference  to Exhibit
                        10.3 to the  Registrant's  Registration  Statement  on
                        Form S-4 (File No. 333-29833).)

      23.1              Consent  of  Powell,  Goldstein,  Frazer & Murphy  LLP
                        (contained in Exhibit No. 5 hereto).

      23.2              Consent of Arthur Andersen LLP.


                                     - 3 -

<PAGE>

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 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  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.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference in the
Registration  Statement  shall be  deemed to be a new  registration  statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at the time shall be deemed to be the initial  BONA FIDE  offering
thereof.

      (c)   Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  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
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 Act
and will be governed by the final adjudication of such issue.


                                     - 4 -

<PAGE>

                                  SIGNATURES


      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all 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, hereunto
duly authorized,  in the City of Germantown,  State of Maryland,  on this 28th
day of May, 1998.

                                      ZMAX CORPORATION

                                   By:/s/MICHAEL C. HIGGINS
                                      ---------------------
                                      Michael C. Higgins
                                      Chief Executive Officer and President


                                   By:/s/G.W. NORMAN WAREHAM
                                      ----------------------
                                      G. W. Norman Wareham
                                      Vice President, Chief Financial Officer,
                                      Treasurer and Secretary


                                     - 5 -

<PAGE>

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
       Signature                  Title               Date
       ---------                  -----               ----
<S>                              <C>               <C>
 /s/MICHAEL C. HIGGINS           Director          May 28, 1998
 ----------------------
 Michael C. Higgins


 /s/G.W. NORMAN WAREHAM          Director          May 28, 1998
 ----------------------
 G. W. Norman Wareham


 /s/MICHEL BERTY                 Director          May 28, 1998
 ----------------------
 Michel Berty


 /s/STEVE KOMAR                  Director          May 28, 1998
 ----------------------
 Steve Komar


 /s/TED FINE                     Director          May 28, 1998
 ----------------------
 Ted Fine


 /s/EDWARD YOURDON               Director          May 28, 1998
 ----------------------
 Edward Yourdon


 /s/MELVIN MCCUBBIN              Director          May 28, 1998
 ----------------------
 Melvin McCubbin
</TABLE>


                                     - 6 -

<PAGE>

                                 EXHIBIT INDEX
                                 -------------


   Exhibit No.          Description
   -----------          -----------
      5                 Opinion of Powell, Goldstein, Frazer & Murphy LLP.

      10.1              ZMAX    Corporation   1997   Stock   Incentive   Plan.
                        (Incorporated  herein by  reference to Exhibit 10.1 to
                        the  Registrant's  Registration  Statement on Form S-4
                        (File No. 333-29833).)

      10.2              ZMAX Corporation  1997 Directors  Formula Stock Option
                        Plan.  (Incorporated  herein by  reference  to Exhibit
                        10.3 to the  Registrant's  Registration  Statement  on
                        Form S-4 (File No. 333-29833).)

      23.1              Consent  of  Powell,  Goldstein,  Frazer & Murphy  LLP
                        (contained in Exhibit No. 5 hereto).

      23.2              Consent of Arthur Andersen LLP.


                                     - 7 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17840}]
{"company-data": {"conformed-name": "NEW ZMAX CORP", "cik": "0001040257", "assigned-sic": "7373", "irs-number": "522040275", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55993", "film-number": "98642184"}, "business-address": {"street1": "20251 CENTURY BLVD", "city": "GERMANTOWN", "state": "MD", "zip": "20874", "phone": "3013539500"}}
As filed with the Securities and Exchange Commission on June 4, 1998.
                                                Registration No. 333-_____

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

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

                               ZMAX CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                              52-2040275
   -------------------------------         ----------------------------
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

                            20251 CENTURY BOULEVARD
                          GERMANTOWN, MARYLAND 20874
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

                               ZMAX CORPORATION
                           1997 STOCK INCENTIVE PLAN

                               ZMAX CORPORATION
                            1997 DIRECTORS FORMULA
                               STOCK OPTION PLAN

                              MICHAEL C. HIGGINS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               ZMAX CORPORATION
                            20251 CENTURY BOULEVARD
                          GERMANTOWN, MARYLAND 20874
         -------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                (301) 353-9500
         -------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                         COPIES OF COMMUNICATIONS TO:

          MICHAEL C. HIGGINS                     MICHAEL H. CHANIN,ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER   POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
           ZMAX CORPORATION                           SIXTH FLOOR
       20251 CENTURY BOULEVARD              1001 PENNSYLVANIA AVENUE, N.W.
     GERMANTOWN, MARYLAND  20874                WASHINGTON, D.C. 30303
CALCULATION OF REGISTRATION FEE
 ============================================================================================================
                                                 Proposed Maximum      Proposed Maximum
Title of Securities            Amount to Be       Offering Price      Aggregate Offering         Amount of
To Be Registered               Registered(1)       Per Share(2)            Price(2)          Registration Fee
Common Stock, par value
$.001 per share........         1,820,000             $ 9.42             $ 17,144,400           $ 5,057.60
 ============================================================================================================
(1)   Plus an  indeterminate  number of shares  of  Common  Stock  that may be
      issuable  by  reason  of  stock  options,  stock  dividends  or  similar
      transactions  in accordance  with Rule 416 under the  Securities  Act of
      1933.
(2)   The  amounts are based on the average of the high and low prices for the
      Common Stock as reported in the NASDAQ Small Cap Market on May 28, 1998,
      in  accordance  with  paragraphs  (c) and  (h)(i)  of Rule 457 under the
      Securities Act of 1933.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in this Part I will
be sent or given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities Act of 1933.

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following   documents   filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated herein by reference:

      (1)   The  Registrant's  Quarterly Report on Form 10-Q for the quarterly
            period ended March 31, 1998 (File No. 000-23967);

      (2)   The  Registrant's  Annual  Report on Form 10-K for the fiscal year
            ended December 31, 1997 (File No. 000-23967); and

      (3)   The description of the Registrant's  Common Stock contained on the
            Registrant's  Registration Statement on Form 8-A as filed with the
            Commission  on  March  27,  1998  pursuant  to  Section  12 of the
            Securities  Exchange Act of 1934, as amended (the "Exchange  Act")
            (File No. 000-23967).

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

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant is organized under the laws of the State of Delaware. The
Delaware  General  Corporation  Law, as amended (the "DGCL"),  provides that a
Delaware  corporation  has the power  generally  to indemnify  its  directors,
officers,  employees  and other agents  (each,  a "Corporate  Agent")  against
expenses and liabilities  (including amounts paid in settlement) in connection
with any  proceeding  involving such person by reason of his being a Corporate
Agent, other than a proceeding by or in the right of the corporation,  if such
person acted in good faith and in a manner he reasonably  believed to be in or
not opposed to the best interests of the corporation  and, with respect to any
criminal  proceeding,  such  person had no  reasonable  cause to  believe  his
conduct was unlawful.  In the case of an action  brought by or in the right of
the  corporation,  indemnification  of a Corporate  Agent against  expenses is
permitted  if such  person  acted in good faith and in a manner he  reasonably
believed to be in or not  opposed to the best  interests  of the  corporation;
however,  no  indemnification  is permitted in respect of any claim,  issue or
matters as to which such person  shall have been  adjudged to be liable to the
corporation,  unless and only to the extent  that the Court of Chancery or the
court in which such  proceeding was brought shall  determine upon  application
that despite the adjudication of liability,  but in view of all  circumstances
of  the  case,  such  person  is  fairly  and  reasonably   entitled  to  such
indemnification.  To the extent that a director or officer has been successful
on the  merits of such  proceeding,  whether  or not by or in the right of the
corporation,  or in the  defense of any claim,  issue or matter  therein,  the
corporation  is required to indemnify such director or officer for expenses in
connection  therewith  pursuant to the DGCL. To the extent that an employee or
agent has been successful on the merits of such proceeding,  whether or not by
or in the right of the corporation,  or in the defense of any claim,  issue or
matter therein, the corporation is only required to indemnify such employee or
agent for expenses in  connection  therewith if required by the  corporation's
certificate of incorporation  or bylaws or by a contract or board  resolution.
The  elimination  of statutory  mandatory  indemnification  for  employees and
agents is, however, effective only with respect to acts or omissions occurring
on or after July 1, 1997. Expenses incurred by a Corporate Agent in connection
with a proceeding may, under certain circumstances, be paid by the corporation
in advance of the final  disposition  of the  proceeding  as authorized by the
board of directors.  The power to indemnify and advance the expenses under the
DGCL does not exclude other rights to which a Corporate  Agent may be entitled
under  the  certificate  of   incorporation,   bylaws,   agreement,   vote  of
stockholders or disinterested directors or otherwise.

      Under the DGCL,  a Delaware  corporation  has the power to purchase  and
maintain  insurance on behalf of any Corporate  Agent against any  liabilities
asserted and incurred by him in such capacity,  whether or not the corporation
has the power to indemnify him against such liabilities under the DGCL.

      As permitted by the DGCL, the Registrant's Certificate of Incorporation,
as amended,  and Bylaws,  as amended and restated,  contain a provision  which
limit the personal liability of directors for all judgments, fines, penalties,
excise  taxes,  amounts  paid in  settlement  and costs,  charges and expenses
(including  attorneys' fees and  disbursements)  for breach of their fiduciary
duties as  directors  except to the extent such  limitation  of  liability  is
prohibited by the DGCL. In accordance with the DGCL,  these  provisions do not
limit the liability of any director for any breach of the  director's  duty of
loyalty to the  Registrant or its  stockholders;  for acts or omissions not in
good faith or which involve  intentional  misconduct or a knowing violation of
law; for certain  unlawful  payments of dividends or stock  repurchases  under
Section  174 of the DGCL;  or for any  transaction  from  which  the  director
derives an improper personal benefit. These provisions do not limit the rights
of the  Registrant  or any  stockholder  to seek an  injunction  or any  other
non-monetary relief in the event of a breach of a director's fiduciary duty.

      In addition,  the Registrant's Bylaws, as amended and restated,  provide
for the indemnification of officers, employees, agents or other individuals to
such extent and in such manner as  determined by the Board of Directors in its
sole discretion to the extent authorized by the DGCL.

                                     - 2 -
ITEM 8.     EXHIBITS.

   Exhibit No.          Description
   -----------          -----------
      5                 Opinion of Powell, Goldstein, Frazer & Murphy LLP.

      10.1              ZMAX    Corporation   1997   Stock   Incentive   Plan.
                        (Incorporated  herein by  reference to Exhibit 10.1 to
                        the  Registrant's  Registration  Statement on Form S-4
                        (File No. 333-29833).)

      10.2              ZMAX Corporation  1997 Directors  Formula Stock Option
                        Plan.  (Incorporated  herein by  reference  to Exhibit
                        10.3 to the  Registrant's  Registration  Statement  on
                        Form S-4 (File No. 333-29833).)

      23.1              Consent  of  Powell,  Goldstein,  Frazer & Murphy  LLP
                        (contained in Exhibit No. 5 hereto).

      23.2              Consent of Arthur Andersen LLP.

                                     - 3 -
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 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  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.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference in the
Registration  Statement  shall be  deemed to be a new  registration  statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities  at the time shall be deemed to be the initial  BONA FIDE  offering
thereof.

      (c)   Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  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
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 Act
and will be governed by the final adjudication of such issue.

                                     - 4 -
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all 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, hereunto
duly authorized,  in the City of Germantown,  State of Maryland,  on this 28th
day of May, 1998.

                                      ZMAX CORPORATION

                                   By:/s/MICHAEL C. HIGGINS
                                      ---------------------
                                      Michael C. Higgins
                                      Chief Executive Officer and President

                                   By:/s/G.W. NORMAN WAREHAM
                                      ----------------------
                                      G. W. Norman Wareham
                                      Vice President, Chief Financial Officer,
                                      Treasurer and Secretary

                                     - 5 -
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by the  following  persons  in the
capacities and on the dates indicated.
Signature                  Title               Date
       ---------                  -----               ----
/s/MICHAEL C. HIGGINS           Director          May 28, 1998
 ----------------------
 Michael C. Higgins

 /s/G.W. NORMAN WAREHAM          Director          May 28, 1998
 ----------------------
 G. W. Norman Wareham

 /s/MICHEL BERTY                 Director          May 28, 1998
 ----------------------
 Michel Berty

 /s/STEVE KOMAR                  Director          May 28, 1998
 ----------------------
 Steve Komar

 /s/TED FINE                     Director          May 28, 1998
 ----------------------
 Ted Fine

 /s/EDWARD YOURDON               Director          May 28, 1998
 ----------------------
 Edward Yourdon

 /s/MELVIN MCCUBBIN              Director          May 28, 1998
 ----------------------
 Melvin McCubbin
- 6 -
EXHIBIT INDEX
                                 -------------

   Exhibit No.          Description
   -----------          -----------
      5                 Opinion of Powell, Goldstein, Frazer & Murphy LLP.

      10.1              ZMAX    Corporation   1997   Stock   Incentive   Plan.
                        (Incorporated  herein by  reference to Exhibit 10.1 to
                        the  Registrant's  Registration  Statement on Form S-4
                        (File No. 333-29833).)

      10.2              ZMAX Corporation  1997 Directors  Formula Stock Option
                        Plan.  (Incorporated  herein by  reference  to Exhibit
                        10.3 to the  Registrant's  Registration  Statement  on
                        Form S-4 (File No. 333-29833).)

      23.1              Consent  of  Powell,  Goldstein,  Frazer & Murphy  LLP
                        (contained in Exhibit No. 5 hereto).

      23.2              Consent of Arthur Andersen LLP.

                                     - 7 -