As filed with the Securities and Exchange Commission on
                          June 12, 1998

                                   Registration No. 333-_____
                                                                 


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

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

                     TOTAL CONTAINMENT, INC.
     (Exact name of Registrant as specified in its charter)

           Pennsylvania                             23-2394872   
     (State or other juris-                      (I.R.S. Employer
     diction of incorporation                    Identification
     or organization)                            Number)

         Total Containment, Inc. Stock Compensation Plan
                      (Full title of Plan)

Total Containment, Inc.            Pierre Desjardins, President
422 Business Center,                and Chief Executive Officer
A130 North Drive                   Total Containment, Inc.
P.O. Box 939                       422 Business Center,
Oaks, Pennsylvania  19456          A130 North Drive
(610) 666-7777                     P.O. Box 939
(Address, including zip            Oaks, Pennsylvania  19456
code, and telephone number,        (610) 666-7777
including area code, of            (Name, address, including zip
Registrant's principal             code, and telephone number,
executive offices)                 including area code, of agent
                                   for service)

                           Copies to:

Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
                      ____________________


<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE                         
                                      Proposed   Proposed
                                      Maximum    Maximum           Amount
Title of each          Amount         Offering   Aggregate         of
Class of Securities    to be          Price      Offering          Registration
to be Registered       Registered     per Unit   Price             Fee         
<S>                    <C>            <C>        <C>               <C>
Common Stock,          400,000        $5.375     $2,150,000         $651.52 (1)
 par value $.01 
 per share

<FN>
(1)  Calculated in accordance with Rule 457, based on the closing price of
     $5.375 as reported on the Nasdaq Stock Market on June 10, 1998.

</TABLE>
                                                                              
<PAGE>
                             PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and made a part hereof:

(a)  The Company's Annual Report on Form 10-KSB for the fiscal
     year ended December 31, 1997 filed on March 23, 1988, as
     amended by Form 10-KSB/A filed on March 25, 1998;

(b)  The Company's Definitive Proxy Statement for the fiscal year
     ended December 31, 1997;

(c)  The Company's Quarterly Report on Form 10-QSB for the
     quarter ended March 31, 1998; and

(d)  Current Reports on Form 8-K filed on January 15, 1998 and
     March 13, 1998;

(e)  Registration Statement on Form 8-A filed by the Company to
     register its Common Stock pursuant to Section 12(g) of the
     Exchange Act dated February 17, 1994; and

(f)  All other documents filed by the Company after the date of
     this Registration Statement under Section 13(a), 13(c), 14
     and 15(d) of the Securities Exchange Act of 1934, prior to
     the filing of a post-effective amendment to the Registration
     Statement which indicated that all securities offered have
     been sold or which deregisters all securities then remaining
     in the Registration Statement, which documents shall be
     deemed to be part of this Registration Statement from the
     date of filing of such documents.

Item 4.  Description of Securities.

     The description of the Common Stock is incorporated by
reference herein to the Company's Registration Statement on Form
8-A.  See "Item 3.  Incorporation of Documents by Reference."

Item 5.  Interest of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful 
<PAGE II-1> misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

     The bylaws of the Company provide for (1) indemnification of
directors, officers, employees and agents of the Registrant and
(2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law
unless the director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as it may be
amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Title
------    -----

 4.1      Certificate of Incorporation of Total Containment, Inc. 
          (Incorporated by reference to Exhibit 3.1 to the
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1997).

 4.2      Specimen of Common Stock Certificate (Incorporated by
          reference to Exhibit 4(a) to the Registration Statement
          on Form S-1 (File No. 33-70456) of Total Containment,
          Inc.).

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Grant Thornton, LLP

24.1      Power of Attorney (included on signature page)

99.1      Stock Compensation Plan, dated January 14, 1994,
          (Incorporated by reference to Exhibit 10(a) to
          Registration Statement No. 33-70456 on Form S-1 of the
          Registrant).  <PAGE II-2>
_____


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:

               (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.

                      Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by these paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.

     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 
<PAGE II-3> 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 registrant, 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.
  PAGE II-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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the Town of Oaks,
State of Pennsylvania on June 8, 1998.

                         TOTAL CONTAINMENT, INC.

                         By:/s/ Pierre Desjardins               
                              Pierre Desjardins,
                              President and
                              Chief Executive Officer



                         By:/s/ Keith R. Ruck                     
                               Keith R. Ruck              
                               Finance and Chief
                               Financial Officer
                               (Principal Financial
                               Officer)


     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Pierre
Desjardins or Jeffrey P. Waldron, Esquire, and each of them, his
true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacity, to sign any or all amendments
to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting to such
attorney-in-fact and agents full power and authority to do and
perform each and every act and this requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
  PAGE II-5
<PAGE>
     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.

       Signature


/s/ Pierre Desjardins      President and Chief    June 8, 1998
Pierre Desjardins          Executive Officer
                           (Principal Executive
                           Officer) and Director

/s/ Marc Guindon           Director               June 3, 1998
Marc Guindon

/s/ Jean-Claude Arpin      Director               June 4, 1998
Jean-Claude Arpin

/s/ Marcel Dutil           Director               June 4, 1998
Marcel Dutil

/s/ Paul Gobeil            Director               June 8, 1998
Paul Gobeil

                           Director               June __, 1998
Nycole Pugeau-Goyette

/s/ Bernard Gouin          Director               June 2, 1998
Bernard Gouin
  PAGE II-6
<PAGE>
                          EXHIBIT INDEX

Number    Title
------    -----

 4.1      Certificate of Incorporation of Total Containment, Inc. 
          (Incorporated by reference to Exhibit 3.1 to the
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1997).

 4.2      Specimen of Common Stock Certificate (Incorporated by
          reference to Exhibit 4(a) to the Registration Statement
          on Form S-1 (File No. 33-70456) of Total Containment,
          Inc.).

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Grant Thornton, LLP

24.1      Power of Attorney (included on signature page)

99.1      Stock Compensation Plan, dated January 14, 1994,
          (Incorporated by reference to Exhibit 10(a) to the
          Registration Statement No. 33-70456 on Form S-1 of the
          Registrant).
_____  <PAGE II-7>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14586}]
{"company-data": {"conformed-name": "TOTAL CONTAINMENT INC", "cik": "0000913666", "assigned-sic": "3080", "irs-number": "232394872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56707", "film-number": "98647207"}, "business-address": {"street1": "422 BUSINESS CENTER", "street2": "A130 N DRIVE", "city": "OAKS", "state": "PA", "zip": "19456", "phone": "6106667777"}, "mail-address": {"street1": "422 BUSINESS CENTER A130 N", "city": "OAKS", "state": "PA", "zip": "19456"}}
As filed with the Securities and Exchange Commission on
                          June 12, 1998

                                   Registration No. 333-_____
                                                                 

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

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

                     TOTAL CONTAINMENT, INC.
     (Exact name of Registrant as specified in its charter)

           Pennsylvania                             23-2394872   
     (State or other juris-                      (I.R.S. Employer
     diction of incorporation                    Identification
     or organization)                            Number)

         Total Containment, Inc. Stock Compensation Plan
                      (Full title of Plan)

Total Containment, Inc.            Pierre Desjardins, President
422 Business Center,                and Chief Executive Officer
A130 North Drive                   Total Containment, Inc.
P.O. Box 939                       422 Business Center,
Oaks, Pennsylvania  19456          A130 North Drive
(610) 666-7777                     P.O. Box 939
(Address, including zip            Oaks, Pennsylvania  19456
code, and telephone number,        (610) 666-7777
including area code, of            (Name, address, including zip
Registrant's principal             code, and telephone number,
executive offices)                 including area code, of agent
                                   for service)

                           Copies to:

Jeffrey P. Waldron, Esquire
Stevens & Lee
One Glenhardie Corporate Center
1275 Drummers Lane
P.O. Box 236
Wayne, Pennsylvania 19087
(610) 964-1480
                      ____________________
CALCULATION OF REGISTRATION FEE                         
                                      Proposed   Proposed
                                      Maximum    Maximum           Amount
Title of each          Amount         Offering   Aggregate         of
Class of Securities    to be          Price      Offering          Registration
to be Registered       Registered     per Unit   Price             Fee
Common Stock,          400,000        $5.375     $2,150,000         $651.52 (1)
 par value $.01 
 per share
(1)  Calculated in accordance with Rule 457, based on the closing price of
     $5.375 as reported on the Nasdaq Stock Market on June 10, 1998.
PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission are incorporated by reference in this
Registration Statement and made a part hereof:

(a)  The Company's Annual Report on Form 10-KSB for the fiscal
     year ended December 31, 1997 filed on March 23, 1988, as
     amended by Form 10-KSB/A filed on March 25, 1998;

(b)  The Company's Definitive Proxy Statement for the fiscal year
     ended December 31, 1997;

(c)  The Company's Quarterly Report on Form 10-QSB for the
     quarter ended March 31, 1998; and

(d)  Current Reports on Form 8-K filed on January 15, 1998 and
     March 13, 1998;

(e)  Registration Statement on Form 8-A filed by the Company to
     register its Common Stock pursuant to Section 12(g) of the
     Exchange Act dated February 17, 1994; and

(f)  All other documents filed by the Company after the date of
     this Registration Statement under Section 13(a), 13(c), 14
     and 15(d) of the Securities Exchange Act of 1934, prior to
     the filing of a post-effective amendment to the Registration
     Statement which indicated that all securities offered have
     been sold or which deregisters all securities then remaining
     in the Registration Statement, which documents shall be
     deemed to be part of this Registration Statement from the
     date of filing of such documents.

Item 4.  Description of Securities.

     The description of the Common Stock is incorporated by
reference herein to the Company's Registration Statement on Form
8-A.  See "Item 3.  Incorporation of Documents by Reference."

Item 5.  Interest of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

     The bylaws of the Company provide for (1) indemnification of
directors, officers, employees and agents of the Registrant and
(2) the elimination of a director's liability for monetary
damages, to the fullest extent permitted by Pennsylvania law
unless the director has breached or failed to perform the duties
of his or her office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as it may be
amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Company.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Title
------    -----

 4.1      Certificate of Incorporation of Total Containment, Inc. 
          (Incorporated by reference to Exhibit 3.1 to the
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1997).

 4.2      Specimen of Common Stock Certificate (Incorporated by
          reference to Exhibit 4(a) to the Registration Statement
          on Form S-1 (File No. 33-70456) of Total Containment,
          Inc.).

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Grant Thornton, LLP

24.1      Power of Attorney (included on signature page)

99.1      Stock Compensation Plan, dated January 14, 1994,
          (Incorporated by reference to Exhibit 10(a) to
          Registration Statement No. 33-70456 on Form S-1 of the
          Registrant).
_____

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:

               (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.

                      Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by these paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.

     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 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 registrant, 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.
  PAGE II-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 of filing on
Form S-8 and has authorized this registration statement to be
signed on its behalf by the undersigned in the Town of Oaks,
State of Pennsylvania on June 8, 1998.

                         TOTAL CONTAINMENT, INC.

                         By:/s/ Pierre Desjardins               
                              Pierre Desjardins,
                              President and
                              Chief Executive Officer

                         By:/s/ Keith R. Ruck                     
                               Keith R. Ruck              
                               Finance and Chief
                               Financial Officer
                               (Principal Financial
                               Officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Pierre
Desjardins or Jeffrey P. Waldron, Esquire, and each of them, his
true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacity, to sign any or all amendments
to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting to such
attorney-in-fact and agents full power and authority to do and
perform each and every act and this requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
  PAGE II-5
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement was signed below by the
following persons and in the capacities and on the dates stated.

       Signature

/s/ Pierre Desjardins      President and Chief    June 8, 1998
Pierre Desjardins          Executive Officer
                           (Principal Executive
                           Officer) and Director

/s/ Marc Guindon           Director               June 3, 1998
Marc Guindon

/s/ Jean-Claude Arpin      Director               June 4, 1998
Jean-Claude Arpin

/s/ Marcel Dutil           Director               June 4, 1998
Marcel Dutil

/s/ Paul Gobeil            Director               June 8, 1998
Paul Gobeil

                           Director               June __, 1998
Nycole Pugeau-Goyette

/s/ Bernard Gouin          Director               June 2, 1998
Bernard Gouin
  PAGE II-6
EXHIBIT INDEX

Number    Title
------    -----

 4.1      Certificate of Incorporation of Total Containment, Inc. 
          (Incorporated by reference to Exhibit 3.1 to the
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1997).

 4.2      Specimen of Common Stock Certificate (Incorporated by
          reference to Exhibit 4(a) to the Registration Statement
          on Form S-1 (File No. 33-70456) of Total Containment,
          Inc.).

 5.1      Opinion of Stevens & Lee

23.1      Consent of Stevens & Lee (included in Exhibit 5.1)

23.2      Consent of Grant Thornton, LLP

24.1      Power of Attorney (included on signature page)

99.1      Stock Compensation Plan, dated January 14, 1994,
          (Incorporated by reference to Exhibit 10(a) to the
          Registration Statement No. 33-70456 on Form S-1 of the
          Registrant).
_____