As filed with the Securities and Exchange Commission on May 6, 2004


                                                     REGISTRATION NO. 333-115061
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM S-3


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     PERMA-FIX ENVIRONMENTAL SERVICES, INC.
               (Exact name of registrant as specified in charter)


           DELAWARE                                        58-1954497
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                            1940 NORTHWEST 67TH PLACE
                           GAINESVILLE, FLORIDA 32653
                                 (352) 373-4200
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive office)

                             DR. LOUIS F. CENTOFANTI
                              CHAIRMAN OF THE BOARD
                     PERMA-FIX ENVIRONMENTAL SERVICES, INC.
                            1940 NORTHWEST 67TH PLACE
                           GAINESVILLE, FLORIDA 32653
                                 (352) 373-4200
               (Address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                           IRWIN H. STEINHORN, ESQUIRE
                             CONNER & WINTERS, P.C.
                        ONE LEADERSHIP SQUARE, SUITE 1700
                               211 NORTH ROBINSON
                          OKLAHOMA CITY, OKLAHOMA 73102
                                 (405) 272-5711


      Approximate  date of commencement of proposed sale to the public:  AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

      If the only  securities  being  registered  on this form are being offered
pursuant  to a  dividend  or  interest  reinvestment  plans,  please  check  the
following box: |_|

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box: |X|

      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering: |_|

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering: |_|

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: |_|



      THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES  ACT OF 1933 OR UNTIL THIS  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.





                                                   CALCULATION OF REGISTRATION FEE
=============================== ====================== ======================= ===================== ================
                                                              PROPOSED               PROPOSED
     TITLE OF EACH CLASS              NUMBER OF               MAXIMUM                MAXIMUM            AMOUNT OF
     OF SECURITIES TO BE            SHARES TO BE           OFFERING PRICE           AGGREGATE         REGISTRATION
          REGISTERED                 REGISTERED              PER SHARE            OFFERING PRICE           FEE
------------------------------- ---------------------- ----------------------- --------------------- ----------------
                                                                                             
Common Stock                        6,391,751(1)              $2.08(2)            $13,294,842(2)         $1,685(3)
=============================== ====================== ======================= ===================== ================



(1)   Includes (a)  4,616,113  shares  which have been issued by the  Registrant
      pursuant to a private  placement and (b) 1,775,638  shares issuable by the
      Registrant upon the exercise of various  warrants issued by the Registrant
      in the  private  placement  having an  exercise  price of $2.92 per share.
      Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  the
      number of shares  of common  stock  registered  hereby  shall  include  an
      indeterminate  number  of shares  of  common  stock  that may be issued in
      connection with a stock split, stock dividend, recapitalization or similar
      event.

(2)   Estimated  solely for the purposes of calculating the  registration fee in
      accordance  with Rule  457(c) on the basis of the  average of the high and
      low price as quoted on the NASDAQ Small Cap Market on April 26, 2004.

(3)   Previously paid.



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

THE  INFORMATION  IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THESE
SECURITIES MAY NOT BE SOLD UNTIL THE RELATED  REGISTRATION  STATEMENT FILED WITH
THE SEC IS EFFECTIVE.  THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE  SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

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

                    SUBJECT TO COMPLETION: DATED MAY 6, 2004

PROSPECTUS

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

                     [PERMAFIX ENVIRONMENTAL SERVICES LOGO]

                                6,391,751 SHARES

                     PERMA-FIX ENVIRONMENTAL SERVICES, INC.

                                  COMMON STOCK

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

      This prospectus  relates to the offer or sale of up to 6,391,751 shares of
Perma-Fix  Environmental  Services,  Inc.  common stock from time to time by the
Selling Stockholders listed in this prospectus. We will not receive any proceeds
from the sale of such shares by the Selling Stockholders.

      Our common stock is traded on the Nasdaq  SmallCap Market under the symbol
"PESI" and on the Boston  Stock  Exchange  under the symbol  "PES." On April 26,
2004,  the closing price of our common stock as reported on the Nasdaq  SmallCap
Market was $2.06.

      We have agreed to pay all the costs and fees relating to the  registration
of the  shares  covered  by  this  prospectus.  However,  we  will  not  pay any
discounts,  concessions,  or commissions  payable to underwriters,  dealers,  or
agents incident to the offering of such shares or the fees and expenses incurred
by counsel for the Selling Stockholders.

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

         INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
          SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS FOR
                       CERTAIN RISKS YOU SHOULD CONSIDER.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
   COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
      ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.

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


                The date of this prospectus is __________, 2004.



                                TABLE OF CONTENTS

ABOUT OUR BUSINESS............................................................1
RISK FACTORS..................................................................2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................10
RECENT DEVELOPMENTS..........................................................10
USE OF PROCEEDS..............................................................12
SELLING STOCKHOLDERS.........................................................12
PLAN OF DISTRIBUTION.........................................................15
LEGAL OPINION................................................................17
EXPERTS .....................................................................17
WHERE YOU CAN FIND MORE INFORMATION..........................................17



      Unless the context  otherwise  requires,  references in this prospectus to
"Perma-Fix,"   "the   company,"   "we,"  "our,"  and  "us"  refer  to  Perma-Fix
Environmental Services, Inc. and its consolidated subsidiaries.


                                       i



                               ABOUT OUR BUSINESS

      We are  engaged,  through  our  subsidiaries,  in the  following  lines of
business:

                      INDUSTRIAL WASTE MANAGEMENT SERVICES

      Our Industrial Waste Management Services include:

      o     treatment,  storage,  processing,  and  disposal  of  hazardous  and
            non-hazardous waste;

      o     industrial waste and wastewater  management services,  including the
            collection,  treatment,  processing  and disposal of  hazardous  and
            non-hazardous waste; and

      o     various waste management services to certain governmental agencies.

      These services are primarily  conducted  through eight of our subsidiaries
and through various locations within our government services group:

      o     Perma-Fix Treatment Services, Inc. located in Tulsa, Oklahoma;

      o     Perma-Fix of Dayton, Inc. located in Dayton, Ohio;

      o     Perma-Fix of Ft. Lauderdale, Inc. located in Davie, Florida;

      o     Perma-Fix of Orlando, Inc. located in Orlando, Florida;

      o     Perma-Fix of South Georgia, Inc. located in Valdosta, Georgia;

      o     Perma-Fix of Michigan, Inc. located in Detroit, Michigan;

      o     Perma-Fix of Maryland, Inc. located in Baltimore, Maryland; and

      o     Perma-Fix of Pittsburgh, Inc. located in Pittsburgh, Pennsylvania.

                        NUCLEAR WASTE MANAGEMENT SERVICES

      Our Nuclear Waste Management Services include:

      o     treatment,  storage,  processing  and disposal of mixed waste (waste
            containing both low-level radioactive and hazardous waste); and

      o     nuclear and low-level  radioactive  waste treatment,  processing and
            disposal, which includes research,  development, and on and off-site
            waste remediation and processing.

      These services are primarily conducted through three of our subsidiaries:

      o     Perma-Fix of Florida, Inc. located in Gainesville, Florida;

      o     Diversified   Scientific   Services,   Inc.   located  in  Kingston,
            Tennessee; and

      o     East  Tennessee  Materials  and  Energy  Corporation  located in Oak
            Ridge, Tennessee.

                         CONSULTING ENGINEERING SERVICES

      Our Consulting  Engineering  Services  include  broad-scope  environmental
issues, including:

      o     environmental management programs

      o     regulatory permitting

      o     compliance and auditing

      o     field testing and characterization


                                       1



      These services are primarily conducted through our subsidiary,  Schreiber,
Yonley & Associates, Inc., located in St. Louis, Missouri.

      We have grown  through both  acquisitions  and internal  development.  Our
present objective is to focus on the operations, maximize profitability,  and to
continue  the  research  and  development  of  innovative  technologies  for the
treatment of nuclear, mixed and industrial waste.

      We service research institutions,  commercial companies, public utilities,
and governmental agencies nationwide. The distribution channels for services are
through direct sales to customers or via intermediaries.

      We were  incorporated  in the State of  Delaware  in  December  1990.  Our
executive  offices are located at 1940 N.W.  67th  Place,  Gainesville,  Florida
32653,  and our telephone  number is (352)  373-4200.  Our website is located at
www.perma-fix.com.  The information contained in our website is not incorporated
by reference in this prospectus.


                                  RISK FACTORS

      Investing in our securities  involves a high degree of risk. Before making
an investment decision, you should carefully consider the risk factors set forth
in this prospectus and any  accompanying  prospectus  supplement  delivered with
this  prospectus,  as well as other  information  we include or  incorporate  by
reference in this prospectus and any accompanying  prospectus supplement and the
additional  information  in the other  reports we file with the  Securities  and
Exchange Commission ("SEC").

OUR SUBSTANTIAL AMOUNT OF DEBT COULD ADVERSELY AFFECT OUR OPERATIONS.


      We have a  substantial  amount of debt.  At March 31, 2004,  our aggregate
consolidated  debt was  approximately  $20.9  million.  If our floating rates of
interest  experienced an upward  increase of 1%, our debt service would increase
by approximately  $209,000 annually.  Our secured revolving credit facility (the
"Credit  Facility")  provides  for  an  aggregate  commitment  of  $25  million,
consisting  of an $18  million  revolving  line of credit  and a term loan of $7
million.  The  maximum  we can  borrow  under the  revolving  part of the Credit
Facility  is based on a  percentage  of the amount of our  eligible  receivables
outstanding at any one time. The Credit Facility is due December, 2005. Although
we used a  substantial  portion  of the net  proceeds  received  from a recently
completed private placement (see "Recent  Developments - Private  Placement") to
reduce our  indebtedness  under the revolving  part of the Credit  Facility,  we
intend to continue to borrow  under that  facility  from time to time,  and this
reduction did not reduce the amount we can borrow under the Credit Facility.  As
of March 31, 2004,  we had  borrowings  under our  revolving  part of our Credit
Facility of $1.7 million and borrowing availability of up to an additional $11.4
million based on our then outstanding eligible receivables.

      Our high leverage could have material adverse  consequences on our ability
to operate our business, including the following:

      o     it may make it  difficult  for us to  satisfy  our  obligations  and
            contractual and commercial commitments

      o     our  ability  to  obtain  additional  financing  in the  future  for
            refinancing  indebtedness,  acquisitions,  working capital,  capital
            expenditures or other purposes may be impaired;

      o     funds  available  to us for our  operations  and  general  corporate
            purposes  or for  capital  expenditures  will be  reduced  because a
            substantial  portion of our  consolidated  cash flow from operations
            will be  dedicated to the payment of the  principal  and interest on
            our indebtedness;

      o     we may be more highly  leveraged  than  certain of our  competitors,
            which may place us at a competitive disadvantage;

      o     we  may  be  more  vulnerable  to a  downturn  in  general  economic
            conditions;

      o     certain of the borrowings  under our debt  agreements  have floating
            rates of interest,  which cause us to be  vulnerable to increases in
            interest rates; and


                                       2



      o     we must use a substantial  portion of our cash flow from  operations
            to pay  interest  on  our  indebtedness,  which  reduces  the  funds
            available to us for other purposes.

      Our ability to make  principal  and  interest  payments,  or to  refinance
indebtedness,  will depend on both our and our  subsidiaries'  future  operating
performance and cash flow. Prevailing economic conditions, interest rate levels,
and financial, competitive, business, and other factors affect us. Many of these
factors are beyond our control.

THE  DOCUMENTS  GOVERNING  OUR  INDEBTEDNESS  RESTRICT  OUR ABILITY TO ENGAGE IN
CERTAIN BUSINESS TRANSACTIONS.

      The terms of the Credit  Facility  restrict our ability and the ability of
our subsidiaries, without the lender's approval, to, among other things:

      o     incur or guarantee additional indebtedness;

      o     pay cash dividends on, redeem or repurchase capital stock;

      o     make certain investments;

      o     incur or permit to exist liens;

      o     make material changes in the nature or conduct of our business;

      o     merge or consolidate with or acquire  substantially all of the stock
            or assets of other companies; and

      o     transfer or sell assets.

      The Credit Facility also requires that we meet specified  financial ratios
and financial  condition tests. Our ability to make additional  borrowings under
the Credit Facility depends upon satisfaction of these covenants. Our ability to
meet these  covenants  and  requirements  may be affected  by events  beyond our
control.

      Our failure to comply with  obligations  under the Credit  Facility  could
result in an event of default  under the  facility.  A default,  if not cured or
waived, could permit acceleration of our indebtedness. We cannot be certain that
we will be able to remedy any default.  If our  indebtedness is accelerated,  we
cannot be  certain  that we will have  funds  available  to pay the  accelerated
indebtedness  or that we will have the  ability  to  refinance  the  accelerated
indebtedness on terms favorable to us or at all.

THE  CONVERSION  OF  OUR  CONVERTIBLE   PREFERRED  STOCK  AND  EXERCISE  OF  OUR
OUTSTANDING  WARRANTS  AND OPTIONS  COULD  CAUSE THE MARKET  PRICE OF OUR COMMON
STOCK  TO  FALL  AND  MAY  HAVE  DILUTION  AND  OTHER  EFFECTS  ON OUR  EXISTING
STOCKHOLDERS.

      The conversion of our outstanding Series 17 Class Q Convertible  Preferred
Stock, par value $.001 per share (the "Series 17 Preferred") could result in the
issuance of up to  1,666,667  shares of common  stock at a  conversion  price of
$1.50 per share of common  stock,  subject  to  adjustment  pursuant  to certain
anti-dilution  provisions.  The exercise of our outstanding warrants and options
into common stock could result in the issuance of up to approximately 12,980,493
shares  and  3,139,950  shares,  respectfully  (assuming  that all  options  and
warrants are  currently  exercisable).  The exercise  prices of the  outstanding
warrants and options  range from $1.00 per share to $3.25 per share,  subject to
adjustment pursuant to certain anti-dilution provisions. Consequently, upon such
issuances,  our stockholders  could  experience a significant  dilution of their
investment. Dilution of our common stock may potentially have a material adverse
impact on our  earnings  per share and could,  among other  things,  depress the
price of our common stock. This result could detrimentally affect our ability to
raise additional equity capital.

      The conversion of our outstanding  Series 17 Preferred and the exercise of
all  of  our  outstanding  warrants  and  options  could  result  in  us  having
outstanding  a  total  of  59,214,835  shares  of  common  stock,  assuming  all
outstanding  warrants  and  options  are  currently  exercisable  and subject to
adjustment pursuant to certain  anti-dilution  provisions.  Such issuances would
significantly  reduce the percentage ownership of our existing and future common
stockholders.

      Many of the beneficial holders of our convertible  preferred stock and the
holders of many of our outstanding warrants and options may immediately sell the
full  amount  of  common  stock  received  upon  conversion  of the  convertible
preferred  stock and exercise of the warrants and  options,  as  applicable,  as
those shares of common stock are subject to  effective  registration  statements
that are currently in effect.  As these shares are sold, the price of the common
stock may decrease.


                                       3



CAPITAL  BANK'S  INVESTORS   BENEFICIALLY  OWN  A  SIGNIFICANT   NUMBER  OF  OUR
OUTSTANDING  SHARES,  HAVE THE RIGHT TO ACQUIRE  ADDITIONAL SHARES, AND HAVE THE
ABILITY TO RESELL SUCH SHARES,  WHICH MAY ADVERSELY  AFFECT OUR ABILITY TO RAISE
ADDITIONAL FUNDS AND TO UNDERTAKE CERTAIN TRANSACTIONS.

      As of April 22, 2004, Capital Bank-Grawe Gruppe AG ("Capital Bank"), owned
of record, as agent for certain of its investors, 7,246,045 shares of our common
stock or approximately  17.5% of the outstanding shares of common stock, and had
the right to acquire an additional  4,334,805 shares of common stock pursuant to
the  convertible  preferred  stock and warrants held in Capital  Bank's name, as
agent for certain investors. If Capital Bank acquires all of the shares issuable
pursuant to such preferred stock and warrants,  Capital Bank would own of record
11,580,850  shares of common  stock,  representing  25.3% of our then issued and
outstanding common stock,  assuming we issue no other shares of common stock and
Capital  Bank does not  dispose  of any  shares.  We receive  proceeds  from the
exercise for cash of the warrants held by Capital Bank's investors,  but we will
not  receive  any  proceeds  from the resale of these  shares by Capital  Bank's
investors.

      A substantial  amount of the shares  beneficially  owned by Capital Bank's
investors are registered for resale. To the extent that Capital Bank's investors
sell these shares at times when we are attempting to raise  additional  capital,
our ability to raise these additional funds may be adversely impacted.

      We are not aware of any agreement or  understanding  among Capital  Bank's
investors to act as a group (as defined in Rule  13d-5(b)  under the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act")).  However,  if Capital
Bank's  investors agree to act as a group or otherwise to act in concert for the
purpose of voting on matters subject to stockholder  vote, our management  could
be greatly  impacted.  For instance,  this investor group could instruct Capital
Bank to vote for or against the approval of a merger or other proposal requiring
stockholder  approval.  As a result,  the ability of our other  stockholders  to
influence our  management  and policies  could be limited,  and their ability to
realize  opportunities  to sell  some  or all of  their  stock  at  prices  that
represent a premium over market prices could be lost.

THE  ISSUANCE  OF  ADDITIONAL  SHARES OF OUR COMMON  STOCK MAY ALSO  RESULT IN A
CHANGE IN CONTROL.

      The issuance of additional  shares of our common stock upon  conversion of
the Series 17 Preferred and exercise of our currently outstanding warrants could
result in a substantial number of shares being held by one or more groups acting
in concert.  In that event, such group or groups may have the ability to cause a
change in control under our Credit Agreement.  Our Credit Facility provides that
a change of control will occur if (a) Dr.  Louis F.  Centofanti,  our  Chairman,
President,  and  Chief  Executive  Officer,  or  Richard  T.  Kelecy,  our Chief
Financial   Officer,   ceases  to  serve  as  a  senior  executive   officer  in
substantially  the same capacity as served on the date of the Credit Facility or
(b) the  persons  who were  members  of our Board on the  closing  of the Credit
Facility cease to constitute 50% of our Board.  Each of these events could be an
event of default under the terms of the credit facility.

      The  terms of the  Purchase  Agreement  covering  our  subordinated  notes
provide that if Dr.  Centofanti  ceases to be our President and Chief  Executive
Officer,  the holders of the subordinated notes have the option to require us to
prepay all amounts owing under the  subordinated  notes.  As of the date of this
prospectus,  we owe  under the  subordinated  notes  the  principal  sum of $5.6
million,  which  principal  sum is due in full on July 31,  2006.  The  Purchase
Agreement  covering the  subordinated  notes also provides that if any person or
group is  successful in electing its nominees to 50% or more of the positions on
our Board, then the holders of the Subordinated Notes have the option to require
us to prepay all amounts owing under the Subordinated  Notes,  plus a prepayment
premium.

      If anyone or a group  were to  successfully  attempt to cause any of these
changes  in our  management  or  Board,  we could be in  default  under our loan
agreements.

IF WE ARE UNABLE TO  MAINTAIN  OUR DOE  SUBCONTRACTS,  OR THE  SUBCONTRACTS  ARE
DELAYED, WE COULD LOSE A PRIMARY REVENUE SOURCE.

      Currently,  a  material  amount  of our  nuclear  segment's  revenues  are
generated  pursuant to subcontracts under contracts with the U. S. Department of
Energy (the "DOE"). Each subcontract provides that the contractor, on its or the
DOE's behalf,  may terminate or delay each contract under which the subcontracts
were  issued at any time by  notifying  us. If we fail to  maintain,  renew,  or
replace these  contracts,  our revenues  could be materially  reduced,  and your
investment  could be materially  and  adversely  affected.  We have  significant
revenues  under  subcontracts  granted to our nuclear  segment by Bechtel Jacobs
Company, LLC, a contractor to the DOE, which were approximately $13,139,000, and
$9,664,000,  representing  15.5% and 11.6%,  respectively,  of our  consolidated
revenues for 2003 and 2002.


                                       4



THE INABILITY TO COMPLETE  EXISTING  GOVERNMENT  CONTRACTS OR WIN NEW GOVERNMENT
CONTRACTS OVER AN EXTENDED PERIOD COULD HARM OUR OPERATIONS AND ADVERSELY AFFECT
OUR FUTURE REVENUES.

      Most  of our  government  contracts  or  our  subcontracts  granted  under
government  contracts  are  awarded  through  a  regulated  competitive  bidding
process.  Some government contracts are awarded to multiple  competitors,  which
increases  overall  competition and pricing  pressure and may require us to make
sustained   post-award  efforts  to  realize  revenues  under  these  government
contracts.  In addition,  government  clients can generally  terminate or modify
their  contracts  at their  convenience.  The  inability  to  complete  existing
government  contracts or win new government  contracts  over an extended  period
could harm our operations and adversely affect our future revenues.

IF WE  CANNOT  MAINTAIN  OUR  GOVERNMENTAL  PERMITS  OR CANNOT  OBTAIN  REQUIRED
PERMITS, WE MAY NOT BE ABLE TO CONTINUE OR EXPAND OUR OPERATIONS.

      We are a waste management  company.  Our business is subject to extensive,
evolving,  and increasingly  stringent federal,  state, and local  environmental
laws and  regulations.  Such federal,  state, and local  environmental  laws and
regulations govern our activities regarding the treatment,  storage,  recycling,
disposal,  and transportation of hazardous and non-hazardous waste and low-level
radioactive  waste.  We  must  obtain  and  maintain  permits,  licenses  and/or
approvals  to  conduct  these  activities  in  compliance  with  such  laws  and
regulations.  Failure to obtain and  maintain  the  required  permits,  licenses
and/or  approvals  would have a material  adverse  effect on our  operations and
financial  condition.  If we are unable to maintain our currently  held permits,
licenses,  and/or  approvals or obtain any additional  permits,  licenses and/or
approvals which may be required as we expand our operations,  we may not be able
to continue certain of our operations.  See "Risk Factors - Our Industrial waste
management  services  and  nuclear  waste  management  services  subject  us  to
potential environmental liability."

CHANGES IN ENVIRONMENTAL  REGULATIONS AND ENFORCEMENT  POLICIES COULD SUBJECT US
TO ADDITIONAL  LIABILITY AND  ADVERSELY  AFFECT OUR ABILITY TO CONTINUE  CERTAIN
OPERATIONS.

      Because the environmental industry continues to develop rapidly, we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.

IF WE ARE  UNABLE TO  MAINTAIN  PROFITABILITY,  WE MAY BE UNABLE TO COMPLY  WITH
CERTAIN GOVERNMENT  REGULATIONS AND COULD BECOME SUBJECT TO SUBSTANTIAL FINES OR
LOSE OUR PERMITS.

      The standards  imposed by federal,  state,  and local  environmental  laws
require us to incur additional expenses as necessary to upgrade our facility. If
we are unable to continue to be profitable on a long-term  basis, our ability to
remain in  compliance  with  various  federal,  state,  and local  environmental
regulations  would be impaired.  Violation  of such  federal,  state,  and local
regulations could result in the loss of one or more of our permits or subject us
to substantial fines, penalties, or other liabilities that could have a material
adverse impact on our financial condition and our ability to continue certain of
our operations.

OUR INDUSTRIAL WASTE MANAGEMENT  SERVICES AND NUCLEAR WASTE MANAGEMENT  SERVICES
SEGMENTS SUBJECT US TO POTENTIAL ENVIRONMENTAL LIABILITY.

      Our business of rendering services in connection with management of waste,
including  certain  types of hazardous  waste and low-level  radioactive  waste,
subjects us to risks of liability for damages.  Such  liability  could  involve,
without limitation:

      o     claims  for  clean-up  costs,  personal  injury  or  damage  to  the
            environment  in  cases in  which  we are  held  responsible  for the
            release of hazardous or radioactive materials;


                                       5



      o     claims of employees, customers, or third parties for personal injury
            or property damage occurring in the course of our operations; and

      o     claims alleging  negligence or  professional  errors or omissions in
            the planning or performance of our services.

      Our operations are subject to numerous environmental laws and regulations.
We have in the past, and could in the future,  be subject to substantial  fines,
penalties,  and sanctions for violations of  environmental  laws and substantial
expenditures  as a responsible  party for the cost of  remediating  any property
which may be contaminated by hazardous  substances  generated by us and disposed
at such  property  or  transported  by us to a site  selected  by us,  including
properties we own or lease.

      During  the  first  quarter  of  2004,  we  discovered  that  one  of  our
subsidiaries   has  been  storing  a   substantial   amount  of  hazardous   and
non-hazardous  waste in violation of certain  environmental laws. We voluntarily
reported this matter to the appropriate state governmental  authorities and have
removed this waste to permitted treatment,  storage,  and/or disposal facilities
("TSD facilities"). As of the date of this prospectus, the state has not advised
us as to what  action  or  actions,  if any,  it  intends  to take  against  our
subsidiary as a result of this matter. The state could assert monetary fines and
penalties or take other action against our subsidiary as a result of this matter
(including,  but not  limited to,  loss of  permits),  which may have a material
adverse effect upon us.

AS OUR OPERATIONS EXPAND, WE MAY BE SUBJECT TO INCREASED LITIGATION, WHICH COULD
HAVE A NEGATIVE IMPACT ON OUR FUTURE FINANCIAL RESULTS.

      Our  operations  are regulated by numerous laws  regarding  procedures for
waste treatment,  storage, recycling,  transportation,  and disposal activities,
all of which may provide the basis for  litigation  against us. In recent years,
the waste treatment industry has experienced a significant increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents,  which  occur  in  the  course  of  our  business  activities.   Such
litigation,  if significant and not adequately insured against,  could adversely
affect  our  financial  condition  and  our  ability  to  fund  our  operations.
Protracted  litigation would likely cause us to spend significant amounts of our
time,  effort, and money. This could prevent our management from focusing on our
operations and expansion.


                                       6



IF WE CANNOT MAINTAIN ADEQUATE INSURANCE COVERAGE, WE WILL BE UNABLE TO CONTINUE
CERTAIN OPERATIONS.

      Our business  exposes us to various  risks,  including  claims for causing
damage to property  and  injuries to persons  that may  involve  allegations  of
negligence  or  professional  errors  or  omissions  in the  performance  of our
services.  Such  claims  could be  substantial.  We believe  that our  insurance
coverage is  presently  adequate and similar to, or greater  than,  the coverage
maintained  by other  companies in the industry of our size. If we are unable to
obtain  adequate  or  required  insurance  coverage  in the  future  or,  if our
insurance is not  available at  affordable  rates,  we would  violate our permit
conditions  and  other  requirements  of  the  environmental  laws,  rules,  and
regulations  under which we operate.  Such violations  would render us unable to
continue  certain of our operations.  These events would have a material adverse
effect on our financial condition.

OUR  OPERATIONS  ARE SUBJECT TO SEASONAL  FACTORS,  WHICH CAUSE OUR  REVENUES TO
FLUCTUATE.


      We have  historically  experienced  reduced revenues and losses during the
first and fourth  quarters  of our fiscal  years due to a seasonal  slowdown  in
operations from poor weather  conditions and overall reduced  activities  during
these  periods.  This trend has  continued  through  the first  quarter of 2004.
During the first quarter of 2004, we had unaudited revenues of $17.5 million and
net loss  applicable  to common  stockholders  of $2.0  million,  as compared to
unaudited   revenues  of  $19.5  million  and  net  loss  applicable  to  common
stockholders  of $431,000 for the first quarter of 2003. See below "Risk Factors
- Our Industrial  waste management  services  segment has sustained  substantial
losses,  which,  if  continuing,  may have a  material  adverse  effect  on your
investment  in our common  stock."  During our second and third fiscal  quarters
there has historically been an increase in revenues and operating profits. If we
do not continue to have increased  revenues and profitability  during the second
and third  fiscal  quarters,  this will have a  material  adverse  effect on our
results of operation and liquidity.

OUR  INDUSTRIAL  WASTE  MANAGEMENT  SERVICES  SEGMENT HAS SUSTAINED  SUBSTANTIAL
LOSSES  WHICH,  IF  CONTINUING,  COULD  HAVE A MATERIAL  ADVERSE  EFFECT ON YOUR
INVESTMENT IN OUR COMMON STOCK.

      The  revenues  from  our  industrial  waste  management  services  segment
constituted  approximately 52.1% and 45.1% of our consolidated  revenues in 2003
and 2002, respectively,  and 41.6% of our consolidated revenues during the first
quarter of 2004. Our industrial  waste  management  services  segment  sustained
losses  in 2003  and  2002 of  approximately  $2.0  million  and  $3.9  million,
respectively.  This segment has also sustained an unaudited loss of $2.5 million
for the first  quarter of 2004,  as compared  to a loss of  $828,000  during the
first quarter of 2003. This segment is generally  adversely affected by economic
downturns,  due, in part, to reductions in industrial  production that result in
reduced  levels of  hazardous  and  non-hazardous  waste.  We  believe  that the
revenues and profits in this segment were negatively impacted by the downturn in
our economy that began in 2001 and continued during part of the first quarter of
2004.

      During the fourth  quarter of 2003,  we completed a  restructuring  of our
industrial waste management services segment, changing this segment's management
and  increasing  its  focus  on  higher-margin  generator  direct  revenues  and
eliminating  lower-margin  outside  broker  revenues.   During  March  2004,  we
completed  certain  acquisitions  in the industrial  waste  management  services
segment. See "Recent Developments - Acquisitions."

      If our  industrial  waste  management  services  segment  fails to  become
profitable on an annualized basis in the foreseeable  future,  this could have a
material  adverse  effect  on our  results  of  operations,  liquidity  and  our
potential growth.

IF WE ARE UNABLE TO PROTECT  OUR  PROPRIETARY  TECHNOLOGY,  OUR GROWTH  COULD BE
LIMITED.

      Our success is  dependent  upon our ability to  maintain  our  proprietary
technologies.  There can be no  assurance  that the steps taken by us to protect
our proprietary  technologies  will be adequate to prevent  misappropriation  of
these  technologies  by  third  parties.  Misappropriation  of  our  proprietary
technology  could  have  an  adverse  effect  on our  operations  and  financial
condition.  Changes to current  environmental  laws and  regulations  also could
limit the use of our proprietary technology.

LOSS OF CERTAIN KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON US.

      Our  success  depends  on  the   contributions   of  our  key  management,
environmental  and engineering  personnel,  especially Dr. Louis F.  Centofanti,
Chairman,  President,  and Chief Executive  Officer.  The loss of Dr. Centofanti
could have a material adverse effect on our operations, revenues, prospects, and
our ability to raise additional funds. Our future success depends on our ability
to retain and expand our staff of qualified personnel,  including  environmental
specialists and technicians,  sales personnel, and engineers.  Without qualified
personnel,  we may incur delays in rendering our services or be unable to render
certain services. We cannot be certain that we will be successful in our efforts
to attract and retain qualified  personnel as their  availability is limited due
to the demand for hazardous waste management services and the highly competitive
nature of the hazardous waste management industry. We do not maintain key person
insurance on any of our employees, officers, or directors.

IF  ENVIRONMENTAL  REGULATION  OR  ENFORCEMENT  IS  RELAXED,  THE DEMAND FOR OUR
SERVICES WILL DECREASE.

      The demand for our services is  substantially  dependent upon the public's
concern  with,  and  the  continuation  and   proliferation  of,  the  laws  and
regulations  governing  the  treatment,  storage,  recycling,  and  disposal  of
hazardous,  non-hazardous,  and low-level  radioactive  waste. A decrease in the
level of public  concern,  the  repeal or  modification  of these  laws,  or any
significant  relaxation  of  regulations  relating  to the  treatment,  storage,
recycling, and disposal of hazardous waste and low-level radioactive waste would
significantly  reduce  the  demand  for our  services  and could have a material
adverse effect on our operations  and financial  condition.  We are not aware of
any current federal or state  government or agency efforts in which a moratorium
or  limitation  has been,  or will be, placed upon the creation of new hazardous
waste  regulations that would have a material adverse effect on us; however,  no
assurance  can be  made  that  such  a  moratorium  or  limitation  will  not be
implemented in the future.


                                       7



OUR OPERATIONS WILL SUFFER IF WE ARE UNABLE TO MANAGE OUR GROWTH.

      We  are  currently  experiencing  a  period  of  growth  through  internal
expansion and strategic acquisitions,  including two acquisitions in March 2004.
See "Recent  Developments --  Acquisitions."  This growth has placed,  and could
continue to place, a significant strain on our management,  personnel, and other
resources.  Our growth  requires  us to  effectively  manage  our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train, motivate, and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the  expected  benefits of such growth,  and such  failure  could have a
material adverse effect on our operations and financial condition.

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE.

      Since our inception,  we have not paid cash dividends on our common stock,
and we do not anticipate paying any cash dividends in the foreseeable future. We
intend to retain  future  earnings,  if any, to provide  funds for the operation
and/or expansion of our business.

      The terms of the  Series 17  Preferred  allow us to pay  dividends  on the
outstanding  Series 17 Preferred in cash or common stock. We currently intend to
pay the  dividends  accruing on the Series 17  Preferred in common stock if, and
when,  declared and paid by our Board of Directors.  The actual number of shares
of common  stock  issuable  in  payment of  accrued  dividends  on the Series 17
Preferred  will  depend  upon the  length  of time the  Series 17  Preferred  is
outstanding  and the  price  of the  common  stock  at the  time of  payment  of
dividends.   Our  Credit  Facility  prohibits  us  from  paying  cash  dividends
(including cash dividends on our Series 17 Preferred) without the lender's prior
written consent.

EXPIRATION OF THE  PRICE-ANDERSON  ACT'S  INDEMNIFICATION  AUTHORITY  COULD HAVE
ADVERSE  CONSEQUENCES ON OUR POWER,  DEFENSE,  AND ENERGY & ENVIRONMENT BUSINESS
UNITS.

      We provide  services  to the  nuclear  industry.  The  Price-Anderson  Act
promotes the nuclear  industry by offering broad  indemnification  to commercial
nuclear power plant operators and DOE contractors for liabilities arising out of
nuclear  incidents  at  power  plants  licensed  by the NRC  and at DOE  nuclear
facilities.  That indemnification protects not only the NRC license or DOE prime
contractor,  but also  others  like us who may be doing work under  contract  or
subcontract for a licensed power plant or under a DOE prime contract.  While the
Price-Anderson  Act's  indemnification  provisions  are  broad,  it has not been
determined  whether  they apply to all  liabilities  that might be incurred by a
radioactive  materials cleanup  contractor.  Moreover,  the  Price-Anderson  Act
indemnification  authority expired on December 31, 2003, for NRC licensees,  and
it will expire on December 31, 2004 for DOE  contractors.  There are legislative
proposals  to enact a  long-term  extension  of Price  Anderson  indemnification
authority,  as has been done several times in the past. Those proposals are part
of the omnibus energy  legislation  that is pending in Congress.  However,  that
bill has been held up during the last several  legislative  sessions for reasons
unrelated to Price  Anderson.  DOE  contractors  who have coverage under current
contracts  would be unaffected by the  expiration of authority at the end of the
year.   Their   coverage   continues   until  the   contract   under  which  the
indemnification was granted terminates.  However,  our federal business could be
adversely  affected if DOE prime  contractors  are  reluctant  to enter into new
contracts  involving  nuclear  hazards in the absence of an  extension  of Price
Anderson  indemnification  authority for them after  December 31, 2004.  DOE has
alternative,  although more limited,  indemnification authority under Public Law
85-804,  and when Price Anderson has  temporarily  lapsed in the past, DOE prime
contractors were generally  willing to accept that coverage on an interim basis.
Private  insurers,  however,  have  generally  not been willing to cover nuclear
hazards associated with DOE work.

WE WILL NOT REALIZE A BENEFIT  FROM OUR LOSS  CARRYFORWARDS  IF WE ARE UNABLE TO
GENERATE INCOME.

      We have  approximately  $23.1 million in net operating loss  carryforwards
which will expire from 2007 to 2023 if not used against  future  federal  income
tax liabilities.  Our net loss carryforwards are subject to various  limitations
and have not been audited by the Internal Revenue Service. We anticipate the net
loss  carryforwards will be used to reduce the federal income tax payments which
we would otherwise be required to make with respect to income, if any, generated
in future years.


                                       8



DELAWARE LAW, CERTAIN OF OUR CHARTER PROVISIONS, THE PRESENCE OF ONE SUBSTANTIAL
STOCKHOLDER  OF  RECORD,  AND OUR STOCK  OPTION  PLANS  MAY  INHIBIT A CHANGE OF
CONTROL  UNDER  CIRCUMSTANCES  THAT COULD GIVE YOU AN  OPPORTUNITY  TO REALIZE A
PREMIUM OVER PREVAILING MARKET PRICES.

      We are a Delaware  corporation  governed,  in part,  by the  provisions of
Section 203 of the General Corporation Law of Delaware, an anti-takeover law. In
general,  Section 203 prohibits a Delaware public corporation from engaging in a
"business  combination"  with an "interested  stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder,  unless the  business  contribution  is  approved  in a  prescribed
manner. As a result of Section 203, potential  acquirers may be discouraged from
attempting  to  effect  acquisition   transactions  with  us,  thereby  possibly
depriving our security  holders of certain  opportunities  to sell, or otherwise
dispose  of,  their  stock  in  us  at  above-market  prices  pursuant  to  such
transactions.

      Our 1991  Performance  Equity Plan,  1992 Outside  Directors  Stock Option
Plan, 1993 Nonqualified Stock Option Plan, and 2003 Outside Directors Stock Plan
provide for the immediate  acceleration  of, and removal of  restrictions  from,
options and other awards under such plans upon a "change of control" (as defined
in  the  respective  plans).  Such  provisions  may  also  have  the  result  of
discouraging acquisition of us.

      Capital Bank, as agent for its investors, is the record owner of shares of
common stock,  the issued and  outstanding  shares of Series 17  Preferred,  and
outstanding  warrants for the purchase of shares of common stock.  The existence
of one  substantial  stockholder of record could  discourage  other persons from
attempting to acquire us.

      Under  our  Restated   Certificate  of  Incorporation,   as  amended  (the
"Certificate"),  as of  April  22,  2004,  33,572,275  shares  of  common  stock
(including 988,000 treasury shares) are available for future issuance,  of which
17,787,110  are reserved for issuance  under our  outstanding  preferred  stock,
options and warrants.  These authorized  shares are necessary to provide us with
the  ability  to issue  common  stock  from  time to time as needed  for  proper
corporate purposes, such as:

      o     raising capital funds through private or public offerings;

      o     acquiring other companies;

      o     declaring stock splits or stock dividends; and

      o     issuing  common  stock under  warrants,  preferred  stock,  or other
            rights which may be granted by us from time to time in the future.

      Additional  authorization  of  shares  of  common  stock  could be used by
incumbent  management  to make it more  difficult,  and  thereby  discourage  an
attempt to acquire control of us, even though our  stockholders may deem such an
acquisition  desirable.  The  issuance  of new  shares  of common  stock  and/or
preferred  stock  could  also be used to dilute the stock  ownership  and voting
power of a third  party  seeking  to remove  the  directors,  replace  incumbent
directors,  accomplish  certain business  combinations  alter,  amend, or repeal
portions of our Certificate or discourage or prohibit a takeover of us.

TERRORIST ATTACKS, SUCH AS THE ATTACKS THAT OCCURRED IN NEW YORK AND WASHINGTON,
D.C. ON SEPTEMBER  11, 2001,  AND OTHER ACTS OF VIOLENCE OR WAR,  INCLUDING  THE
MILITARY  CONFLICT IN IRAQ, HAVE AND COULD  NEGATIVELY  IMPACT US AND OTHER U.S.
AND FOREIGN COMPANIES,  THE FINANCIAL MARKETS,  THE INDUSTRIES WHERE WE OPERATE,
OUR OPERATIONS AND PROFITABILITY.

      The  terrorist  attacks  that  occurred on September  11, 2001  negatively
effected our operations and your investment,  as the DOE and other  governmental
agencies  that generate  radioactive  waste  suspended  shipments of these waste
streams to various  off-site TSD radioactive  waste facilities for a substantial
period of time after September 11, 2001 and did not begin to ship waste to these
off-site TSD facilities such as ours until the third quarter of 2003.  There can
be no  assurance  that there will not be further  terrorist  attacks  worldwide.
These attacks have contributed to economic  instability in the United States and
elsewhere,  and future acts of terrorism,  violence or war could further  affect
the  industries  where we  operate,  our  business,  results of  operations  and
financial  condition.  The consequences of any terrorist  attacks or hostilities
are  unpredictable,  and we may not be able to foresee events that could have an
adverse effect on our operations or your investment.


                                       9



               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements. All statements, other
than  statements of  historical  fact, in this  prospectus  are  forward-looking
statements, including statements regarding, among other things:

      o     the adequacy of our insurance;

      o     our ability to continue to borrow under the Credit Facility;

      o     our ability to manage our growth;

      o     potential for litigation against us;

      o     our ability to be profitable on a long term basis;

      o     our ability to protect our proprietary technologies;

      o     our  ability to utilize net  operating  loss  carryforwards  against
            future federal income tax liabilities;

      o     our ability to comply with our general working capital requirements;

      o     our ability to retain certain permits or licenses;

      o     the  adoption  of  moratoriums  or  limitations  by federal or state
            governments   regarding   the  creation  of  new   hazardous   waste
            regulations.

      Although we believe our  expectations  reflected in those  forward-looking
statements are based on reasonable assumptions,  we cannot assure you that these
expectations  will prove to be  correct.  Important  factors  which  could cause
actual results and future outcomes to differ  materially from those described in
this prospectus include, but are not limited to, the following:

      o     general economic conditions;

      o     material reduction in revenues;

      o     inability  to  collect  in a timely  manner  a  material  amount  of
            receivables;

      o     increased competitive pressures;

      o     inability to maintain and obtain  required  permits and approvals to
            conduct operations;

      o     reduction in revenues and  profitability of services  provided by us
            due to increased competition;

      o     future  federal  tax audit or audits  which  could  reduce  our loss
            carryforwards;

      o     limitations imposed by the Internal Revenue Code or our inability to
            utilize our loss carryforwards;

      o     inability to develop new and existing technologies in the conduct of
            operations or to develop such technologies for commercial use;

      o     changes  in  federal,   state,   and  local  laws  and  regulations,
            especially  environmental  regulations,  or in the interpretation of
            such laws and regulations;

      o     potential  increases in equipment,  maintenance,  operating or labor
            costs;

      o     management retention and development;

      o     inability to secure  additional  liquidity in the form of additional
            equity or debt;

      o     inability to maintain the listing of our common stock on the Nasdaq;

      o     cancellation of one or more DOE subcontracts;  and o the factors set
            forth under "Risk Factors" beginning on page 2 of this prospectus.

      In some cases, you can identify forward-looking  statements by terminology
such  as  "may,"  "will,"   "should,"   "could,"   "would,"   "expect,"  "plan,"
"anticipate,"  "believe,"  "continue," or the derivative of these terms or other
similar  expressions.  All  forward-looking  statements  attributable  to  us or
persons  acting  on  our  behalf  are  expressly  qualified  by  the  cautionary
statements included in this prospectus.  We undertake no obligation to update or
revise our forward-looking  statements,  whether as a result of new information,
future  events  or  otherwise.  In  light  of  these  risks,  uncertainties  and
assumptions,  the forward-looking  events discussed in this prospectus might not
occur.

                               RECENT DEVELOPMENTS

      The following are all material  changes to our affairs which have occurred
since the end of our latest fiscal year for which audited  financial  statements
were included in our Form 10-K for year ended  December 31, 2003, and which have
not been described in a report on Form 8-K filed under the Exchange Act:


                                       10



PRIVATE PLACEMENT

      Pursuant to a Securities  Purchase  Agreement,  dated March 22,  2004,  we
completed a private  placement of our common stock and warrants for the purchase
of our common stock, and received gross proceeds of approximately  $10.4 million
in connection with this offering.  We sold to 15 accredited  investors 4,616,113
shares of common stock at $2.25 per share and warrants for the purchase of up to
an additional  1,615,638  shares of common stock.  The warrants have an exercise
price of $2.92 per share and a three year term.  The  warrants  may be exercised
pursuant to a cashless  exercise  option if, at any time after one year from the
date of issuance of the warrants,  there is no effective  registration statement
registering  the resale of the shares issuable upon exercise of the warrants and
such  shares  are  not  eligible  to be sold  pursuant  to  Rule  144(k)  of the
Securities Act.

      We realized net proceeds from the private placement of approximately  $9.9
million,  after  paying  fees of  $515,000  to the  placement  agent and certain
expenses of the placement agent. The net proceeds were used as follows:

      o     $2.9  million in  connection  with a certain  acquisition  discussed
            below; and

      o     the  remaining  $7.0  million to reduce debt,  make certain  capital
            expenditures and for working capital purposes.

      As  compensation  for consulting  services in connection  with the private
placement,  we issued warrants ("Consultant Warrants") to outside consultants to
purchase  an  aggregate  of  160,000  shares of our  common  stock,  subject  to
adjustment.  The  Consultant  Warrants have an exercise price of $2.92 per share
and a three year term.

      The exercise  price of, and number of shares of common stock issuable upon
exercise of, the warrants and Consulting Warrants are each subject to adjustment
upon  certain  events.  These events  include,  among  others,  stock splits and
reclassifications of our common stock, and certain reorganizations,  mergers and
consolidations.

      The issuance of shares,  warrants and Consultant  Warrants described above
was made pursuant to a private  placement under Section 4(2) and/or Regulation D
of the Securities  Act. The shares issued in the private  placement and issuable
upon exercise of the warrants  issued in the private  placement  (excluding  the
shares  issuable  under the  Consultant  Warrants)  are  subject  to demand  and
piggyback registration rights. All of the shares listed above are registered for
resale in the registration statement, of which this prospectus is a part.

ACQUISITIONS

      In March 2004,  we  completed  the  acquisition  of certain  assets of two
companies  owned by US Liquids,  Inc. We  acquired  assets of USL  Environmental
Services, Inc., d/b/a A&A Environmental ("A&A"), primarily located in Baltimore,
Maryland.  We also acquired  certain assets of US Liquids of Pennsylvania  d/b/a
EMAX ("EMAX"), located in Pittsburgh, Pennsylvania. We paid $2.9 million in cash
for  these  assets.  A&A and EMAX had  unaudited  combined  revenues  in 2003 of
approximately   $15  million  and  had  an   unaudited   combined  net  loss  of
approximately $299,000.

      A&A is a full  line  provider  of  environmental,  marine  and  industrial
maintenance  services.  A&A has been in business for over 45 years and continues
to adapt to meet  the  specialized  needs of  today's  environmental  and  plant
managers.  A&A offers expert  environmental  services such as 24 hour  emergency
response,  vacuum services,  hazardous and non-hazardous waste disposal,  marine
environmental  and  other  remediation  services.  EMAX,  through  its field and
industrial services group, provides a variety of environmental  services such as
transportation of drums and bulk loads, tank cleaning,  industrial  maintenance,
dewatering,  drum management and chemical packaging.  EMAX also has a wastewater
treatment group,  which provides for the treatment of non-hazardous  wastewaters
such as leachates, oily waters, industrial process waters and off-spec products.
We currently intend to continue  operating the assets acquired from A&A and EMAX
substantially as they were operated prior to acquisition.


                                       11



                                 USE OF PROCEEDS

      We will not  receive any  proceeds  from the sale of shares by the Selling
Stockholders.   We  will  receive   approximately   $5,184,863  if  the  Selling
Stockholders  exercise,  for cash, all of the warrants and  Consultant  Warrants
covering the shares included in this prospectus.  We currently intend to use any
proceeds  received  by us from  the  exercise  of the  warrants  and  Consultant
Warrants to reduce debt and/or general working capital.

      We have agreed to pay all costs and fees relating to the  registration  of
the  common  stock  covered  by  this  prospectus,  except  for  any  discounts,
concessions, or commissions payable to underwriters, dealers, or agents incident
to the  offering  of the shares  covered by this  prospectus,  or any legal fees
incurred by any Selling Stockholders relating to this offering.

                              SELLING STOCKHOLDERS

      The  shares of common  stock  being  offered by the  Selling  Stockholders
consist of (a)  4,616,113  shares  issued in the private  placement  effected in
March 2004,  (b)  1,615,638  shares  issuable  upon the exercise of the warrants
issued in the  private  placement,  and (c)  160,000  shares  issuable  upon the
exercise  of the  Consultant  Warrants  issued in  connection  with the  private
placement. These shares of common stock are described under "RECENT DEVELOPMENTS
- Private  Placement." We are registering the shares of common stock in order to
permit the  Selling  Stockholders  to offer the  shares for resale  from time to
time.  Except for the  ownership of the shares of common stock and the warrants,
the Selling  Stockholders have not had any material  relationship with us within
the past three  years other than (a) R. Keith  Fetter,  Joe  Dilustro,  and Chet
Dubov,  who  provided   consulting  services  in  connection  with  the  private
placement, and (b) Andy Reckless, who, in his capacity as managing member of PEF
Advisors,   LLC,  the  investment   advisor  for  Palisades  Master  Fund,  L.P.
("Palisades"),  has voting and dispositive power over the shares owned of record
by Palisades, is chairman of HPC Capital Management Corporation,  which acted as
our placement agent in the Private Placement.

      The  following  table sets forth as to each Selling  Stockholder:  (a) the
name of each Selling Stockholder, (b) the amount of shares beneficially owned as
of April 12,  2004,  (c) the  number of  shares  of common  stock  owned by each
Selling Stockholder which are included under this prospectus,  (d) the number of
shares beneficially owned after the offering, assuming that all shares of common
stock being offered hereby are sold and that such are  outstanding,  and (e) the
percentage of common stock  beneficially owned after completion of the offering.
Unless otherwise noted, each Selling  Stockholder has sole voting and investment
power  over the  shares of common  stock  listed  as  beneficially  owned by the
Selling Stockholder.

      The common stock being offered includes shares of common stock that may be
acquired upon the exercise of outstanding  warrants,  whether such are currently
exercisable. The Selling Stockholders may sell all, some or none of their shares
in this offering. See "PLAN OF DISTRIBUTION."

      The percentage of common stock beneficially owned after completion of this
offering assumes:  (a) all shares of common stock covered by this prospectus are
sold,  (b) the Selling  Stockholder  does not acquire  beneficial  ownership  of
additional shares of common stock after the date of this prospectus,  and (c) we
do not  issue any  additional  shares  of  common  stock  after the date of this
prospectus,  except the shares of common  stock  which a person has the right to
acquire  upon the  exercise  of  warrants  and  conversion  of  preferred  stock
outstanding  as of the  date  of  this  prospectus,  but  such  shares  are  not
determined  to be  outstanding  for the  purpose  of  computing  the  percentage
ownership  of  any  other  person.  The  percentages   indicated  are  based  on
outstanding common stock of 41,427,725 shares as of April 12, 2004.

      This  prospectus  covers the resale of the shares of common stock issuable
upon exercise of the warrants issued in the private  placement and the shares of
common stock issuable upon exercise of the Consultant Warrants, determined as if
the  warrants  and  Consultant  Warrants  were  exercised  in full.  Because the
exercise  price of the warrants  and  Consultant  Warrants may be adjusted,  the
number  of  shares  that will  actually  be issued  may be more or less than the
number of shares being offered by this prospectus.

      Under the terms of the warrants,  a selling  stockholder  may not exercise
the warrants,  to the extent such exercise would cause such selling stockholder,
together with its affiliates,  to beneficially  own a number of shares of common
stock which would  exceed 4.99% of our then  outstanding  shares of common stock
following such exercise,  excluding for purposes of such determination shares of
common  stock  issuable  upon  exercise  of the  warrants  which  have  not been
exercised. The table below does not reflect this limitation.

                                       12



     Except as noted in the footnotes to the following table, none of the
Selling Stockholders are broker-dealers or affiliates of broker-dealers. Based
on the information provided to us, each of the Selling Stockholders purchased
the shares and the warrants, and upon the exercise of the warrants, will
purchase the shares underlying the warrants in the ordinary course of business
and did not at the time of their purchase have an arrangement to effect any
distribution of the shares, warrants and shares underlying the warrants to or
through any person or entity




                                               SHARES OWNED            SHARES BEING            SHARES OWNED
                                              BEFORE OFFERING             OFFERED             AFTER OFFERING
                                       ----------------------------- ------------------  --------------------------
SELLING STOCKHOLDER                        NUMBER           PERCENT       NUMBER            NUMBER         PERCENT
                                       ----------------    --------- ------------------  --------------  ----------
                                                                                          
Alexandra Global Master Fund Ltd             1,012,500 (1)     2.4%          1,012,500        --            --
Alpha Capital AG                               210,000 (2)        *            210,000        --            --
Baystar Capital II, L.P.                       243,000 (3)        *            243,000        --            --
Bristol Investment Fund, Ltd.                  240,000 (4)        *            240,000        --            --
Crescent International Ltd                     405,000 (5)        *            405,000        --            --
Crestview Capital Master LLC                   900,002 (6)     2.2%            900,002        --            --
Geduld Capital Partners LP                     101,250 (7)        *            101,250        --            --
Gruber & McBaine International                 150,000 (8)        *            150,000        --            --
Irwin Geduld Revocable Trust                    67,500 (9)        *             67,500        --            --
J Patterson McBaine                             59,999 (10)       *             59,999        --            --
Jon D. Gruber and Linda W. Gruber              150,000 (11)       *            150,000        --            --
Lagunitas Partners LP                          360,000 (12)       *            360,000        --            --
Omicron Master Trust                           300,000 (13)       *            300,000        --            --
Palisades Master Fund, L.P.                  1,822,500 (14)    4.3%          1,822,500        --            --
Stonestreet LP                                 210,000 (15)       *            210,000        --            --
R. Keith Fetter                                100,000 (16)       *            100,000        --            --
Joe Dilustro                                    30,260 (17)       *             30,000        260            *
Chet Dubov                                      30,000 (18)       *             30,000        --            --


      *     Less than 1%

      (1)   Includes  750,000  shares,  and  262,500  shares  issuable  upon the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Alexandra Investment  Management,  LLC, a Delaware limited liability
            company  ("Alexandra"),  serves as  investment  adviser to Alexandra
            Global Master Fund Ltd., a British Virgin Islands  company  ("Master
            Fund"). By reason of such  relationship,  Alexandra may be deemed to
            share  dispositive  power over the shares of common  stock stated as
            benefically  owned by Master Fund.  Alexandra  disclaims  beneficial
            ownership  of such  shares of  commons  stock.  Messrs.  Mikhail  A.
            Filimonov   ("Filimonov")  and  Dimitri  Sogoloff  ("Sogoloff")  are
            managing  members  of  Alexandra.  By reason of such  relationships,
            Filimonov  and  Sogoloff may be deemed to  share  dispositive  power
            over the  shares of common  stock  stated as  beneficially  owned by
            Master Fund. Filimonov and Sogoloff disclaim beneficial ownership of
            such shares of common stock.


      (2)   Includes  155,556  shares,  and  54,444  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Konrad  Ackerman and Rainer Posch share voting and investment  power
            over these shares.


      (3)   Includes  180,000  shares,  and  63,000  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Steve Derby,  Lawrence  Goldfarb,  and Steven M. Lamar,  as managing
            members of Baystar Capital  Management,  LLC, the general partner of
            Baystar  Capital II, L.P.,  share voting and  investment  power over
            these shares and disclaim beneficial ownership of these shares.

                                       13


      (4)   Includes  177,778  shares,  and  62,222  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Paul  Kessler,  as director  and managing  member of the  investment
            manager to Bristol  Investment Fund, Ltd., has voting and investment
            power over these shares.

      (5)   Includes  300,000  shares,  and  105,000  shares  issuable  upon the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Mel  Craw  and  Maxi  Brezzi,  in  their  capacity  as  managers  of
            GreenLight  (Switzerland)  SA, the  investment  advisor to  Crescent
            International  Ltd.,  have voting control and investment  discretion
            over the shares owned by Crescent  International  Ltd. Messrs.  Craw
            and Brezzi disclaim beneficial ownership of such shares.


      (6)   Includes  666,668  shares,  and  233,334  shares  issuable  upon the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Crestview   Capital  Master  LLC  is  a  limited  liability  company
            registered in Delaware controlled by Richard Levy and Stewart Flink.
            The  fund  is   affiliated   with  Dillon Capital, Inc., a
            registered broker-dealer owned by Mr. Flink.


      (7)   Includes 75,000 shares, and 26,250 shares issuable upon the exercise
            of  warrants,  issued  in  connection  with  the  private  placement
            discussed under "Recent  Developments - Private  Placement."  Steven
            Geduld, in his capacity as president of Geduld Capital Partners, LP,
            has voting and investment power over these shares.

      (8)   Includes  111,111  shares,  and  38,889  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Gruber & McBaine  Capital  Management is the  investment  advisor of
            Gruber & McBaine  International and the general partner of Lagunitas
            Partners,  L.P. and  consequently  has voting control and investment
            discretion   over  the   securities   held  by   Gruber  &   McBaine
            International  and  Lagunitas  Partners,  L.P.  Gruber & McBaine Cap
            Management  is managed by Jon D.  Gruber and J.  Patterson  McBaine.
            Lagunitas  Partners,  L.P., Gruber & McBaine  International,  Jon D.
            Gruber and J. Patterson  McBaine  disclaim  beneficial  ownership of
            shares held by each other.

      (9)   Includes 50,000 shares, and 17,500 shares issuable upon the exercise
            of  warrants,  issued  in  connection  with  the  private  placement
            discussed  under "Recent  Developments - Private  Placement."  Irwin
            Geduld,  as  trustee,  has voting and  dispositive  power over these
            shares.

      (10)  Includes 44,444 shares, and 15,555 shares issuable upon the exercise
            of  warrants,  issued  in  connection  with  the  private  placement
            discussed  under  "Recent  Developments  - Private  Placement."  See
            footnote (8) for a discussion of certain relationships.

      (11)  Includes  111,111  shares,  and  38,889  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            See footnote (8) for a discussion of certain relationships.

      (12)  Includes  266,667  shares,  and  93,333  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            See footnote (8) for a discussion of certain relationships.


      (13)  Includes 222,222 shares, and 77,778 shares issuable upon the
            exercise of warrants, issued in connection with the private
            placement discussed under "Recent Developments - Private Placement."
            We have been advised by Omicron Master Trust as follows: Omicron
            Capital, L.P., a Delaware limited partnership ("Omicron Capital"),
            serves as investment manager to Omicron Master Trust, a trust formed
            under the laws of Bermuda (`Omicron"), Omicron Capital, Inc., a
            Delaware corporation ("OCI"), serves as general partner of Omicron
            Capital, and Winchester Global Trust Company Limited ("Winchester")
            serves as the trustee of Omicron. By reason of such relationships,
            Omicron Capital and OCI may be deemed to share dispositive power
            over the shares of our common stock owned by Omicron, and Winchester
            may be deemed to share voting and dispositive power over the shares
            of our common stock owner by Omicron. Omicron Capital, OCI and
            Winchester disclaim beneficial ownership of such shares of our
            common stock. Omicron Capital has delegated authority from the board
            of directors of Winchester regarding the portfolio management
            decisions with respect to the shares of common stock owned by

                                       14


            Omicron and, as of April 21, 2003, Mr. Olivier H. Morali and Mr.
            Bruce T. Bernstein, officers of OCI, have delegated authority from
            the board of directors of OCI regarding the portfolio management
            decisions of Omicron Capital with respect to the shares of common
            stock owned by Omicron. By reason of such delegated authority,
            Messrs. Morali and Bernstein disclaim beneficial ownership of such
            shares of our common stock and neither of such persons has any legal
            right to maintain such delegated authority. No other person has sole
            or shared voting or dispositive power with respect to the shares of
            our common stock being offered by Omicron, as those terms are used
            for purposes under Regulation 13D of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"). Omicron and Winchester are
            not "affiliates" of one another, as that term is used for purposes
            of the Exchange Act or of any other person named in this prospectus
            as a selling stockholder. No person or "group" (as that term is used
            in Section 13(d) of the Exchange Act or the SEC's Regulation 13D)
            controls Omicron and Winchester.


      (14)  Includes  1,350,000  shares,  and 472,500  shares  issuable upon the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Andy Reckless is the managing  member of PEF Advisors,  LLC ("PEF"),
            the investment  manager to Palisades  Masterfund,  L.P. By reason of
            such  relationship,  Mr.  Reckless  may be deemed to have voting and
            investment power over these shares.

      (15)  Includes  155,556  shares,  and  54,444  shares  issuable  upon  the
            exercise  of  warrants,   issued  in  connection  with  the  private
            placement discussed under "Recent Developments - Private Placement."
            Michael  Finkelstein  and Elizabeth  Leonard,  in their  capacity as
            officers of Stonestreet  LP share voting and  investment  power over
            these shares.

      (16)  Includes  100,000  shares  issuable  upon the exercise of Consultant
            Warrants discussed under "Recent Developments - Private Placement."

      (17)  Includes  30,000  shares  issuable  upon the exercise of  Consultant
            Warrants discussed under "Recent  Developments - Private Placement,"
            and 260 shares  beneficially  owned by Mr.  Dilustro's  spouse.  Mr.
            Dilustro may be considered to share  beneficial  ownership  with his
            spouse over the shares beneficially owned by her.

      (18)  Includes  30,000 shares issuable upon the exercise of the Consultant
            Warrants discussed under "Recent Developments - Private Placement."

                              PLAN OF DISTRIBUTION

      The Selling  Stockholders  of our common stock and any of their  pledgees,
assignees and successors-in-interest  may, from time to time, sell any or all of
their shares of common stock on any stock exchange,  market or trading  facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling  Stockholders may use any one or more of
the following methods when selling shares:

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits purchasers;

      o     block  trades in which the  broker-dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker-dealer  as  principal  and  resale  by  the
            broker-dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     settlement of short sales;

      o     broker-dealers  may agree with the  Selling  Stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale;

                                       15


      o     through  the  writing or  settlement  of  options  or other  hedging
            transactions, whether through an options exchange or otherwise; or

      o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  Each  Selling  Stockholder  does not expect these  commissions  and
discounts  relating to its sales of shares to exceed what are  customary  in the
types of transactions involved.

      In connection with the sale of our common stock or interests therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any  agreement  or  understanding,
directly or indirectly, with any person to distribute the Common Stock.

      We are required to pay certain  fees and expenses  incurred by us incident
to  the  registration  of  the  shares.  We  agreed  to  indemnify  the  Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has  advised  us that they have not  entered  into any  agreements,
understandings or arrangements  with any underwriter or broker-dealer  regarding
the sale of the resale shares.  There is no underwriter or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

      We agreed to keep this  prospectus  effective until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

      Under applicable rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of the  distribution.  In addition,  the
Selling  Stockholders  will be subject to applicable  provisions of the Exchange
Act and the rules and regulations thereunder,  including Regulation M, which may
limit the timing of  purchases  and sales of shares of our  common  stock by the
Selling Stockholders or any other person. We will make copies of this prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale.

                                       16


                                  LEGAL OPINION

      Conner &  Winters,  P.C.,  Oklahoma  City,  Oklahoma  will opine as to the
validity of the shares of common stock being offered hereby.

                                     EXPERTS

Our  financial  statements  and  schedule  incorporated  by  reference  in  this
prospectus have been audited by BDO Seidman,  LLP, independent  certified public
accountants,  to the  extent  and for the  periods  set  forth in  their  report
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

      Approximately  85% and 87% of the  total  hours  spent on the audit of our
financial   statements   for  the  years  ended  December  31,  2003  and  2002,
respectively,  were spent by  Gallogly,  Fernandez & Riley,  LLP  ("GFR"),  as a
member of the BDO alliance network of firms. Members of the BDO alliance network
of firms, including GFR, are not full time, permanent employees of BDO.

                       WHERE YOU CAN FIND MORE INFORMATION

We file  annual,  quarterly  and special  reports,  proxy  statements  and other
information  with the SEC.  You may  read and copy any  document  we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,  D.C., 20549.
Please  call the SEC at  1-800-SEC-0330  for further  information  on the Public
Reference  Room.  Our SEC filings are also  available to the public on the SEC's
web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information we file with it.
This allows us to disclose  important  information  to you by  referring  you to
those documents  instead of having to repeat the information in this prospectus.
The  information  incorporated  by  reference is  considered  to be part of this
prospectus,  and later information that we file with the SEC will  automatically
update and supersede this information. We incorporate by reference the documents
listed  below and any future  filings  made with the SEC under  Sections  13(a),
13(c), 14, or 15(d) of the Exchange Act until the Selling  Stockholders sell all
the Shares:

      o     Our annual  report on Form 10-K for the fiscal  year ended  December
            31, 2003;

      o     Our current report on Form 8-K filed on March 2, 2004;

      o     Our current report on Form 8-K filed on March 23, 2004;

      o     Our current report on Form 8-K/A filed on April 2, 2004;

      o     Our current report on Form 8-K filed on April 8, 2004;

      o     Our current report on Form 8-K filed on April 30, 2004; and

      o     Description  of our  common  stock  contained  in  our  Registration
            Statement on Form 8-A, dated October 30, 1992.

      You can  request  a copy of these  filings,  at no  cost,  by  writing  or
telephoning us at the following address and telephone number:

                     Perma-Fix Environmental Services, Inc.
                          Attention: Richard T. Kelecy
                            1940 Northwest 67th Place
                           Gainesville, Florida 32653
                            Telephone (352) 373-4200

                                       17


      You should rely only on the  information  contained in this  prospectus or
any  supplement  and in the documents  incorporated  by  reference.  We have not
authorized  anyone else to provide you with different  information.  The Selling
Stockholders will not make an offer of these Shares in any state where the offer
is not permitted.


     This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-115061). That registration statement and the exhibits
filed along with the registration statement contain more information about the
shares sold by the Selling Stockholders. Because information about contracts
referred to in this prospectus is not always complete, you should read the full
contracts, which are filed as exhibits to the registration statement. You may
read and copy the full registration statement and its exhibits at the SEC's
public reference rooms or their website.



                                       18


                     [PERMAFIX ENVIRONMENTAL SERVICES LOGO]



                                6,391,751 SHARES

                     PERMA-FIX ENVIRONMENTAL SERVICES, INC.

                                  COMMON STOCK




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

                                   PROSPECTUS

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





                                __________, 2004




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

Nature of Expenses

        SEC Registration Fee                                $          1,685
        Legal Fees (Including Blue Sky)                     $         25,000
        Accounting Fees and Expenses                        $          6,500
        Printing                                            $            500
        Miscellaneous                                       $              0
                                                            ----------------

              Total:                                        $         33,685
                                                            ----------------


The foregoing expenses,  except for the registration fee, are estimated pursuant
to Item 511 of Regulation S-K.

Item 15. Indemnification of Officers and Directors

      Section 145 of the Delaware  Corporation  Law provides  that a corporation
has the  power  to  indemnify  a  director,  officer,  employee  or agent of the
corporation  and certain other persons serving at the request of the corporation
in related  capacities  against amounts paid and expenses incurred in connection
with an action or  proceeding to which he is or is threatened to be made a party
by reason of such position, if such person shall have 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,  in any  criminal  proceeding,  if  such  person  had no
reasonable  cause to  believe  his  conduct  was  unlawful;  provided  that,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the adjudicating  court determines that, despite the adjudication of
liability but in view of all the circumstance of the case, such person is fairly
and reasonably entitled to indemnification.

      Article EIGHTH of our Restated  Certificate of Incorporation,  as amended,
provides as follows  with  respect to the  indemnification  of our  officers and
directors:

            All persons who the  Corporation is empowered to indemnify  pursuant
            to the provisions of Section 145 of the General  Corporation  Law of
            the State of Delaware  (or any similar  provision or  provisions  of
            applicable  law at the time in effect),  shall be indemnified by the
            Corporation  to the full extent  permitted  thereby.  The  foregoing
            right of indemnification  shall not be deemed to be exclusive of any
            other rights to which those seeking  indemnification may be entitled
            under any bylaw,  agreement,  vote of stockholders or  disinterested
            directors,  or  otherwise.  No repeal or  amendment  of this Article
            EIGHTH shall  adversely  affect any rights of any person pursuant to
            this  Article  EIGHTH  which  existed at the time of such  repeal or
            amendment with respect to acts or omissions  occurring prior to such
            repeal or amendment.

      Our Restated  Certificate of Incorporation,  as amended,  provides that no
director shall be personally  liable to us or its  stockholders for any monetary
damages  for  breaches  of  fiduciary  duty as a  director,  provided  that this
provision  shall not  eliminate or limit the liability of a director (i) for any
breach of the  director's  duty of loyalty to us or our  stockholders;  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the General Corporation Law
of the State of Delaware;  or (iv) for any  transaction  from which the director
derived an improper personal benefit.


                                      II-1


Item 16. Exhibits


EXHIBIT NO.                             DESCRIPTION
--------------------------------------------------------------------------------

         4.1*     Securities  Purchase  Agreement dated March 16, 2004,  between
                  the Company and  Alexandra  Global  Master Fund,  Ltd.,  Alpha
                  Capital AG, Baystar Capital II, L.P., Bristol Investment Fund,
                  Ltd.,  Crescent  International  Ltd,  Crestview Capital Master
                  LLC,   Geduld   Capital   Partners   LP,   Gruber  &   McBaine
                  International,  Irwin  Geduld  Revocable  Trust,  J  Patterson
                  McBaine, Jon D. Gruber and Linda W. Gruber, Lagunitas Partners
                  LP,  Omicron  Master  Trust,   Palisades  Master  Fund,  L.P.,
                  Stonestreet LP. The Company will furnish supplementally a copy
                  of all omitted schedules to the Commission upon request.

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

         4.2*     Registration  Rights Agreement,  dated March 16, 2004, between
                  the Company and  Alexandra  Global  Master Fund,  Ltd.,  Alpha
                  Capital AG, Baystar Capital II, L.P., Bristol Investment Fund,
                  Ltd.,  Crescent  International  Ltd,  Crestview Capital Master
                  LLC,   Geduld   Capital   Partners   LP,   Gruber  &   McBaine
                  International,  Irwin  Geduld  Revocable  Trust,  J  Patterson
                  McBaine, Jon D. Gruber and Linda W. Gruber, Lagunitas Partners
                  LP,  Omicron  Master  Trust,   Palisades  Master  Fund,  L.P.,
                  Stonestreet LP.

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

         4.3*      Common Stock Purchase  Warrant,  dated March 16, 2004, issued
                   by the company to Alexandra Global Master Fund, Ltd., for the
                   purchase of 262,500  shares of the  Company's  common  stock.
                   Substantially  similar warrants were issued by the Company to
                   the  following:  (1) Alpha Capital AG, for the purchase of up
                   to  54,444  shares;  (2)Baystar  Capital  II,  L.P.,  for the
                   purchase of up to 63,000 shares; (3) Bristol Investment Fund,
                   Ltd., for the purchase of up to 62,222  shares;  (4) Crescent
                   International  Ltd, for the purchase of up to 105,000 shares;
                   (5) Crestview  Capital  Master LLC, for the purchase of up to
                   233,334  shares;  (6)  Geduld  Capital  Partners  LP, for the
                   purchase  of  up to  26,250  shares;  (7)  Gruber  &  McBaine
                   International,  for the purchase of up to 38,889 shares;  (8)
                   Irwin  Geduld  Revocable  Trust,  for the  purchase  of up to
                   17,500 shares; (9) J Patterson  McBaine,  for the purchase of
                   up to 15,555 shares;  (10) Jon D. Gruber and Linda W. Gruber,
                   for the  purchase  of up to  38,889  shares;  (11)  Lagunitas
                   Partners  LP, for the purchase of up to 93,333  shares;  (12)
                   Omicron  Master  Trust,  for  the  purchase  of up to  77,778
                   shares; (13) Palisades Master Fund, L.P., for the purchase of
                   up to  472,500  shares;  and  (14)  Stonestreet  LP,  for the
                   purchase of up to 54,444  shares.  Copies will be provided to
                   the Commission upon request.

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

         4.4      Loan  and  Security  Agreement  by and  between  the  Company,
                  subsidiaries  of the Company as signatories  thereto,  and PNC
                  Bank,  National  Association,  dated  December  22,  2000,  as
                  incorporated  by reference  from Exhibit 99.1 to the Company's
                  Form 8-K dated December 22, 2000.

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

         4.5      First  Amendment to Loan Agreement and Consent,  dated January
                  30,  2001,   between  the  Company  and  PNC  Bank,   National
                  Association as  incorporated by reference from Exhibit 99.7 to
                  the Company's Form 8-K dated January 31, 2001.

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

         4.6      Note and  Warrant  Purchase  Agreement,  dated July 31,  2001,
                  among the Company,  AMI, and BEC is  incorporated by reference
                  from Exhibit 99.1 to the  Company's  Form 8-K,  dated July 30,
                  2001.

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

         5.1+     Opinion of Conner & Winters, P.C.

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

         10.1     Asset  Purchase  Agreement  dated March 23, 2004,  between the
                  Company  and USL  Environmental  Services,  Inc.,  a  Maryland
                  corporation,  d/b/a A & A  Environmental,  is  incorporated by
                  reference  from Exhibit 5.1 of our Current  Report on Form 8-K
                  dated March 23, 2004,  and filed on April 8, 2004. The Company
                  will furnish supplementally a copy of all omitted schedules to
                  the Commission upon request.

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

         10.2     Asset  Purchase  Agreement  dated March 23, 2004,  between the
                  Company and US Liquids of  Pennsylvania,  Inc., a Pennsylvania
                  corporation, d/b/a EMAX of Pittsburgh, Pa., is incorporated by
                  reference  from Exhibit 5.2 of our Current  Report on Form 8-K
                  dated March 23, 2004,  and filed on April 8, 2004. The Company
                  will furnish supplementally a copy of all omitted schedules to
                  the Commission upon request.

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


                                      II-2


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

         10.3     Common Stock Purchase Warrant,  dated March 16, 2004,  granted
                  by the  Company  to R.  Keith  Fetter.  Substantially  similar
                  warrants were granted to Joe Dilustro and Chet Dubov, each for
                  the purchase of 30,000 shares of the  Company's  common stock.
                  Copies will be provided to the Commission upon request.

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

         23.1+    Consent of BDO Seidman, LLP.

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

         23.2+    Consent  of Conner & Winters,  as  contained  in  Exhibit  5.1
                  hereto and incorporated herein by reference.
--------------------------------------------------------------------------------


      *     Previously filed.

      +     Filed herewithin.


                                      II-3


Item 17.  Undertakings

The Company hereby undertakes:

(1)   To file,  during any  period in which  offers or sales are being  made,  a
      post-effective amendment to the Registration Statement:

      (i)   To include any prospectus required by Section 10(a)(3) of the Act;

      (ii)  To reflect in the  prospectus  any facts or events arising after the
            effective  date of this  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 (1)(i) and (1)(ii) do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission  by  the  Company  pursuant  to  Section  13 or  15(d)  of  the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
      incorporated by reference in this Registration Statement.

(2)   That,  for the purpose of  determining  any liability  under the Act, each
      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 the 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 Company hereby  undertakes  that, for purposes of determining  any liability
under the Act,  each filing of the Company's  annual report  pursuant to Section
13(a) or 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 the time shall be deemed to be
the initial bona fide offering thereof.

Insofar  as  indemnification  for  liabilities  arising  under  the  Act  may be
permitted to directors, officers and controlling persons of the Company pursuant
to the indemnification  provisions  described herein, or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by the  Company of  expenses  incurred  or paid by a director,
officer or controlling  person of the Company in the  successful  defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel 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.


                                      II-4



                             SIGNATURES FOR FORM S-3

      Pursuant to the requirements of the 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-3 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Gainesville, State of Florida, on the 6th day of May, 2004.


                                PERMA-FIX ENVIRONMENTAL SERVICES, INC.

                                By: /s/ Dr. Louis F. Centofanti
                                    ----------------------------------------
                                    Dr. Louis F. Centofanti
                                    Chairman of the Board
                                    Chief Executive Officer


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




                SIGNATURE                              TITLE                     DATE
                ---------                              -----                     ----
                                                                       
/s/ Dr. Louis F. Centofanti
--------------------------------
Dr. Louis F. Centofanti                  Chairman of the Board of            May 6, 2004
                                         Directors, President, and Chief
                                         Executive Officer
                                         (Principal Executive Officer)


/s/ Richard T. Kelecy
--------------------------------
Richard T. Kelecy                        Chief Financial Officer             May 6, 2004
                                         (Principal Financial and
                                         Accounting Officer)


             *
--------------------------------
Jon Colin                                Director                            May 6, 2004


             *
--------------------------------
Jack Lahav                               Director                            May 6, 2004


             *
--------------------------------
Joe R. Reeder                            Director                            May 6, 2004




                                      II-5



                                                                       
             *
--------------------------------
Alfred C. Warrington, IV                 Director                            May 6, 2004


             *
--------------------------------
Dr. Charles E. Young                     Director                            May 6, 2004


             *
--------------------------------
Mark A. Zwecker                          Director                            May 6, 2004


* By: /s/ Dr. Louis F. Centofanti
     ---------------------------
     Dr. Louis F. Centofanti                                                 May 6, 2004
     Attorney in Fact




                                      II-6