As filed with the Securities and Exchange Commission on August 8,
                                         1995
                                 Registration No. 33-


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

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

                             HITOX CORPORATION OF AMERICA
                (Exact Name of Registrant as Specified in its Charter)


          Delaware                                               74-2081929
          (State or other jurisdiction of
               (I.R.S. Employer
          incorporation or organization)
               Identification No.)

          Furman Plaza Building
          418 Peoples Street
          P. O. Box 2544
          Corpus Christi, Texas
          78403-2544
          (Address of Principal Executive Offices)
                    (Zip Code)

                         ___________________________________

                                 1990 INCENTIVE PLAN
                                         FOR
                             HITOX CORPORATION OF AMERICA
                         ___________________________________

                               (Full Title of the Plan)
                         ___________________________________


          Mr. Thomas A. Landshof, President  Copies of Communications:
          Hitox Corporation of America       L. Steven Leshin, Esq.
          Furman Plaza Building              Jenkens & Gilchrist,
          418 Peoples Street                 a Professional Corporation
          P. O. Box 2544                     Suite 3200
          Corpus Christi, Texas 78403-2544   Dallas, Texas  75202-2799
          (512) 882-5175
          (Name, Address and Telephone
          Number, including area code
          of Agent for Service)
                          _________________________________


                                    CALCULATION OF REGISTRATION FEE





<PAGE>


               
<TABLE>
             
<CAPTION>
               Title of                       Proposed maximum      Proposed maximum                                  
          securities to be   Amount to be   offering price per        aggregate               Amount of
              registered        registered       share(2)(3)       offering price (2)(3)   registration fee
             <S>               <C>              <C>                <C>                        <C>             
             Common Stock,
               par value
                  $.25
               per share        450,000          $4.25              $1,643,225                $567


</TABLE>


                  (1)  Pursuant  to  Rule  416,  an  indeterminate  number  of
          additional  shares  of  Common  Stock  of  the  Company  issuable
          pursuant  to the exercise of options  and/or awards granted or to
          be granted under  the plan in order to prevent dilution resulting
          from  any  future   stock  split,  stock   dividend  or   similar
          transaction are also being registered hereunder.

               (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  common  stock   offered
          hereunder pursuant  to the Plan is based  on (i) 95,800 shares of
          common stock  reserved  for  issuance under  the  Plan,  but  not
          subject to  outstanding stock options,  at a  price per share  of
          $4.25, which is  the average of the highest and  lowest price per
          share  of  the  Common  Stock  on  the  National  Association  of
          Securities  Dealers, Inc.  Automated  Quotation System  Small-Cap
          Market on August 2, 1995, and (ii) the following shares of common
          stock reserved for issuance under the Plan and subject to options
          already granted thereunder at the following exercise prices:

            Number of Shares
            of Common Stock                Exercise Price
          Reserved for Issuance               Per Share  

                    150,000                  $2.625
                    204,200                  $4.125

<PAGE>
                                       PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Item 1.   Plan Information*

          Item 2.   Registrant   Information   and  Employee   Plan  Annual
          Information*

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

               Hitox  Corporation  of  America (the  "Corporation")  hereby
          incorporates by reference its  registration statement on Form S-8
          previously  filed with  the  Securities and  Exchange  Commission
          (Registration No. 33-39755), which  related to the 1990 Incentive
          Plan for Hitox Corporation of America.
                            

               *Information required  by Part  I to be  contained in  the
            Section 10(a) prospectus  is omitted from the Registration Statement
            in accordance with Rule 428 under the Securities Act of 1933 and the
            Note to Part I of Form S-8.

<PAGE>

                                      SIGNATURES

               Pursuant to the requirements of the  Securities Act of 1933,
          as  amended,  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  Corpus Christi, Texas,  on August 8,
          1995:

                                   HITOX CORPORATION OF AMERICA


                                   By:  /s/ Thomas A. Landshof
                                   Thomas A. Landshof
                                   President and Chief Executive Officer


<PAGE>

           Exhibit                                     
              No.               Description of Exhibit                

               4.1  Certificate of   Incorporation  of the Corporation,  as
          amended [1]

               4.2  Bylaws of the Corporation, as amended [1]

               4.3  Amendment to the Bylaws of the Corporation [1]

               4.4  1990 Incentive  Plan for  Hitox Corporation of  America
          [2]

               4.5  Form of Common Stock Certificate [1]

               4.6  Form  of  Convertible  Subordinated  Debenture  of  the
                    Corporation dated June  15, 1992, and related  purchase
                    agreements [3]

               4.7  Form of First Amendment  to the Note Purchase Agreement
                    covering the Convertible  Subordinated Debenture of the
                    Company, dated September 30, 1994 [4]

               4.8  Form of Second Amendment to the Note Purchase Agreement
                    covering the Convertible Subordinated Debenture  of the
                    Company, dated February 28, 1995[5].

               4.9  Form of Incentive Stock Option Agreement 

               4.10 Form of Nonqualified Stock Option Agreement 

               5.1  Opinion of Jenkens & Gilchrist, P.C.

               24.1 Consent of Jenkens & Gilchrist, P.C. (included in their
                    opinion filed as Exhibit 5.1)

               24.2 Consent of Deloitte & Touche

               25.1 Power  of   Attorney  (see   signature  page  of   this
          Registration Statement)


          [1]  Included  as an  exhibit in  the Corporation's  Registration
               Statement  on  Form  S-1,  Registration  No.  33-25354,  and
               incorporated herein by reference.

          [2]  Included as  an  Exhibit in  the Corporation's  Registration
               Statement  on  Form  S-8,  Registration  No.  33-39755,  and
               incorporated herein by reference.

          [3]  Included as an  Exhibit in the Corporation's  filing on Form
               8-K  dated  June  15,   1992,  and  incorporated  herein  by
               reference.

<PAGE>
          [4]  Included as  an Exhibit in the Corporation's  filing on Form
               10-KSB  for the  fiscal  year ended  December  31, 1994  and
               incorporated herein by reference.

          [5]  Included  as an Exhibit in the  Corporation's filing on Form
               10-QSB for the quarter ended March 31, 1995.


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8859}]
As filed with the Securities and Exchange Commission on August 8,
                                         1995
                                 Registration No. 33-

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

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

                             HITOX CORPORATION OF AMERICA
                (Exact Name of Registrant as Specified in its Charter)

          Delaware                                               74-2081929
          (State or other jurisdiction of
               (I.R.S. Employer
          incorporation or organization)
               Identification No.)

          Furman Plaza Building
          418 Peoples Street
          P. O. Box 2544
          Corpus Christi, Texas
          78403-2544
          (Address of Principal Executive Offices)
                    (Zip Code)

                         ___________________________________

                                 1990 INCENTIVE PLAN
                                         FOR
                             HITOX CORPORATION OF AMERICA
                         ___________________________________

                               (Full Title of the Plan)
                         ___________________________________

          Mr. Thomas A. Landshof, President  Copies of Communications:
          Hitox Corporation of America       L. Steven Leshin, Esq.
          Furman Plaza Building              Jenkens & Gilchrist,
          418 Peoples Street                 a Professional Corporation
          P. O. Box 2544                     Suite 3200
          Corpus Christi, Texas 78403-2544   Dallas, Texas  75202-2799
          (512) 882-5175
          (Name, Address and Telephone
          Number, including area code
          of Agent for Service)
                          _________________________________

                                    CALCULATION OF REGISTRATION FEE
Title of                       Proposed maximum      Proposed maximum                                  
          securities to be   Amount to be   offering price per        aggregate               Amount of
              registered        registered       share(2)(3)       offering price (2)(3)   registration fee
Common Stock,
               par value
                  $.25
               per share        450,000          $4.25              $1,643,225                $567
(1)  Pursuant  to  Rule  416,  an  indeterminate  number  of
          additional  shares  of  Common  Stock  of  the  Company  issuable
          pursuant  to the exercise of options  and/or awards granted or to
          be granted under  the plan in order to prevent dilution resulting
          from  any  future   stock  split,  stock   dividend  or   similar
          transaction are also being registered hereunder.

               (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  common  stock   offered
          hereunder pursuant  to the Plan is based  on (i) 95,800 shares of
          common stock  reserved  for  issuance under  the  Plan,  but  not
          subject to  outstanding stock options,  at a  price per share  of
          $4.25, which is  the average of the highest and  lowest price per
          share  of  the  Common  Stock  on  the  National  Association  of
          Securities  Dealers, Inc.  Automated  Quotation System  Small-Cap
          Market on August 2, 1995, and (ii) the following shares of common
          stock reserved for issuance under the Plan and subject to options
          already granted thereunder at the following exercise prices:

            Number of Shares
            of Common Stock                Exercise Price
          Reserved for Issuance               Per Share  

                    150,000                  $2.625
                    204,200                  $4.125
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Item 1.   Plan Information*

          Item 2.   Registrant   Information   and  Employee   Plan  Annual
          Information*

                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

               Hitox  Corporation  of  America (the  "Corporation")  hereby
          incorporates by reference its  registration statement on Form S-8
          previously  filed with  the  Securities and  Exchange  Commission
          (Registration No. 33-39755), which  related to the 1990 Incentive
          Plan for Hitox Corporation of America.
                            

               *Information required  by Part  I to be  contained in  the
            Section 10(a) prospectus  is omitted from the Registration Statement
            in accordance with Rule 428 under the Securities Act of 1933 and the
            Note to Part I of Form S-8.
SIGNATURES

               Pursuant to the requirements of the  Securities Act of 1933,
          as  amended,  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  Corpus Christi, Texas,  on August 8,
          1995:

                                   HITOX CORPORATION OF AMERICA

                                   By:  /s/ Thomas A. Landshof
                                   Thomas A. Landshof
                                   President and Chief Executive Officer
Exhibit                                     
              No.               Description of Exhibit                

               4.1  Certificate of   Incorporation  of the Corporation,  as
          amended [1]

               4.2  Bylaws of the Corporation, as amended [1]

               4.3  Amendment to the Bylaws of the Corporation [1]

               4.4  1990 Incentive  Plan for  Hitox Corporation of  America
          [2]

               4.5  Form of Common Stock Certificate [1]

               4.6  Form  of  Convertible  Subordinated  Debenture  of  the
                    Corporation dated June  15, 1992, and related  purchase
                    agreements [3]

               4.7  Form of First Amendment  to the Note Purchase Agreement
                    covering the Convertible  Subordinated Debenture of the
                    Company, dated September 30, 1994 [4]

               4.8  Form of Second Amendment to the Note Purchase Agreement
                    covering the Convertible Subordinated Debenture  of the
                    Company, dated February 28, 1995[5].

               4.9  Form of Incentive Stock Option Agreement 

               4.10 Form of Nonqualified Stock Option Agreement 

               5.1  Opinion of Jenkens & Gilchrist, P.C.

               24.1 Consent of Jenkens & Gilchrist, P.C. (included in their
                    opinion filed as Exhibit 5.1)

               24.2 Consent of Deloitte & Touche

               25.1 Power  of   Attorney  (see   signature  page  of   this
          Registration Statement)

          [1]  Included  as an  exhibit in  the Corporation's  Registration
               Statement  on  Form  S-1,  Registration  No.  33-25354,  and
               incorporated herein by reference.

          [2]  Included as  an  Exhibit in  the Corporation's  Registration
               Statement  on  Form  S-8,  Registration  No.  33-39755,  and
               incorporated herein by reference.

          [3]  Included as an  Exhibit in the Corporation's  filing on Form
               8-K  dated  June  15,   1992,  and  incorporated  herein  by
               reference.
[4]  Included as  an Exhibit in the Corporation's  filing on Form
               10-KSB  for the  fiscal  year ended  December  31, 1994  and
               incorporated herein by reference.

          [5]  Included  as an Exhibit in the  Corporation's filing on Form
               10-QSB for the quarter ended March 31, 1995.