<PAGE>   1
                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended:   December 31, 1996

Commission File Number: 0-15241

                            NYTEST ENVIRONMENTAL INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                                <C>       
                       Delaware                                                 11-2725582
(State or other jurisdiction of incorporation or organization)     (I.R.S Employer Identification No.

        60 Seaview Boulevard, Port Washington, NY                                  11050
        (Address of principal executive offices)                                 (Zip Code)
</TABLE>

Registrant's telephone number, including area code:  (516) 625-5500

Securities registered pursuant to Section 12 (b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:  Common Stock, 
                                                              $.01 par value

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements by
reference in Part III of this Form 10-KSB or any amendment to the Form 10-KSB.
[ ]

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

      As of April 1, 1997, the aggregate value of the registrant's voting stock
held by non-affiliates was approximately $838,153 (computed by multiplying the
last reported sale price on April 1, 1997 by the number of shares of common
stock held by persons other than officers, directors or by record holders of 10%
or more of the registrant's outstanding common stock. This characterization of
officers, directors and 10% or more beneficial owners as affiliates is for
purposes of computation only and is not an admission for any purposes that such
persons are affiliates of the registrant.

      As of April 1, 1997, there were 6,705,230 shares of the registrant's
common stock, $.01 par value, issued and outstanding.

      DOCUMENTS INCORPORATED BY REFERENCE:

<TABLE>
<CAPTION>
      Document                                                                        Form 10-KSB Reference
      --------                                                                        ---------------------

<S>                                                                                   <C>
Portions of the Registrant's Proxy Statement for its 1997 Annual Meeting (to be
filed in definitive form within 120 days of the Registrant's Fiscal Year End)                 III
</TABLE>


                             This is page 1 of 
                           Exhibit index on page 
<PAGE>   2
                                     PART I

ITEM 1.  BUSINESS

GENERAL

      Nytest Environmental Inc. (the "Company"), a Delaware corporation
organized in 1985, provides specialized analytical services for the accurate
measurement of hazardous wastes. The Company's executive offices are located at
60 Seaview Boulevard, Port Washington, New York 11050 and its telephone number
is (516) 625-5500.

      In December 1995, NEI/GTEL Environmental Laboratories, Inc. ("NEI /GTEL"),
a wholly owned subsidiary of the Company acquired the business and substantially
all of the assets of GTEL Environmental Laboratories, Inc. ("GTEL"), a
subsidiary of Groundwater Technologies Inc. ("Groundwater"). The assets acquired
include equipment, leasehold improvements, customer contracts and other assets
relating to the business of GTEL, except for real estate owned in Wichita,
Kansas, and certain GTEL assets located in Tempe, Arizona and Concord,
California, cash and accounts receivable. NEI/GTEL, as part of the transaction,
entered into a long-term lease for the use of the GTEL Wichita facility and
assignment and assumption agreements for the leases of GTEL facilities in Tampa,
Florida and Milford, New Hampshire. NEI/GTEL also hired all of the active
employees of GTEL as of the effective date of the transaction. In exchange for
the assets acquired, the NEI/GTEL paid $3.2 million in a combination of cash,
assumption of liabilities and the issuance of a secured convertible note in the
amount of approximately $1.1 million.

      Effective August 31, 1996, the Company closed the operations of NEI
Pennsylvania, Inc. ("NEIP"), a subsidiary which acquired certain assets of BCM
Laboratory from BCM Engineers, Inc. as subsidiary of Smith Technologies, Inc.
("Smith") in August 1995. On April 11, 1997, the Company and Smith agreed to
terminate facilities and equipment subleases and portions of the purchase
agreement pursuant to which Smith had agreed to implement a marketing
arrangement for the Company's services.

      The Company's analytical services include obtaining and isolating samples
of industrial and other waste materials including potentially hazardous wastes;
analyzing samples by identifying and quantifying their toxic components; and
electronically archiving data. The Company advises its clients as to whether
regulatory limits are exceeded with respect to applicable federal and state
environmental regulations. The Company does not develop solutions for the
control of pollution. The public's awareness of environmental needs, supported
by legislation, has created a demand for services of the type performed by the
Company from industrial concerns and governmental agencies. The demand for the
Company's services is driven, in large part, by Federal and State regulations to
preserve the environment.  See "Business - Government Regulation."


                                       2
<PAGE>   3
THE COMPANY'S SERVICES

      The Company performs analyses which must be used by regulatory authorities
and site owners to report the risks posed by the potential or actual presence or
release of hazardous substances at any site. The Company performs an analysis of
the waste materials to determine the chemical compounds present, organizes the
data obtained and presents a comprehensive report of this data. There may be a
myriad of potentially harmful chemical compounds present in wastes, and multiple
tests may be required to determine the levels of contaminants at a single site.
Results obtained indicate only the amount of contaminant at the time of the
test. To assess the probability of future hazards or the degree of correction of
the pollutants requires several tests at relatively constant intervals. There is
also the possibility that the hazardous waste may have migrated from its initial
site. In such event, additional analysis by the Company and remedial action by
the client at other locations may be required.

      The first step in an analytical program is to define the goals of the
client. In so doing, the Company will ascertain the tests to be performed, as
well as advise the client of the proper procedures for collecting and storing
the samples to be tested.

      Samples of the material to be tested are taken by either the Company's
clients or the Company's personnel and forwarded to the Company for analysis.
Where the client does the sampling, the Company provides a "Sample Pack,"
containing vials and bottles in which the samples to be tested are stored and
maintained at a constant temperature. The Company is required to establish the
authenticity of the test samples and therefore each "Sample Pack" is accompanied
by the Company's chain of custody form. The Company's technical staff utilizes
mobile sampling equipment and personnel for the sampling and testing of
hazardous waste sites, monitoring wells or industrial discharges.

      Upon receipt of the testing samples, the Company prepares the samples and
performs one or more of the following tests:

      Gas Chromatograph/Mass Spectrometry ("GC/MS") is utilized to aid in the
identification and quantification of toxic chemicals and complex organic
mixtures. Prior to the sample being introduced to the GC/MS system, it may be
extracted, concentrated and, where required, subjected to clean-up procedures to
eliminate extraneous compounds from the sample. The GC/MS testing itself
involves a three-step process. First, a test sample is introduced into the gas
chromatograph portion of the system which separates the individual chemical
compounds. The separated compound then elutes into the mass spectrometer portion
of the system where it is bombarded by an electron beam. Each compound gives off
a unique mass spectral pattern which is then automatically compared with known
mass spectral data from within the system's NIST (National Institute of Science
and Technology), NIH (National Institute of Health) and EPA library of spectral
patterns. If the system finds a match in its data bank, it calculates the amount
present and stores the information for analysis and retrieval. GC/MS is highly
complex and the results produced typically require sophisticated analysis and
interpretation to accurately identify 


                                       3
<PAGE>   4
the compounds present. Interpretation is presently performed in accordance with
Data Evaluation as described below.

      Gas Chromatography is used when specific organic compounds are sought to
be identified and quantified. It separates complex mixtures into individual
components. This is accomplished by utilizing specific detectors which include
flame ionization, electron capture, thermal conductivity or flame photometric
detectors.

      High Pressure Liquid Chromatography is utilized to screen and quantify
polynuclear aromatics such as chrysene, anthracene, pyrene, and other EPA
priority pollutants.

      Inductively Coupled Argon Plasma and Atomic Absorption Spectrophotometry
is utilized to analyze liquids and solids for trace metals such as arsenic,
mercury, and lead.

      The Company performs additional tests which involve the classification of
the chemical and physical properties of waste samples, and which include tests
for reactivity, corrosivity, ignitability, chemical oxygen demand and other
similar tests.

      The Company's equipment consists of GC/MS systems; chromatographs;
spectrophotometers; auto analyzers; a computer system; a laboratory, data
management and a business information system; associated laboratory equipment
and office furnishings. All of such equipment is in good condition and adequate
for present requirements.

      All of the Company's assets are pledged to State Bank of Long Island as
security for its indebtedness to the bank. See Note D of the Notes to Financial
Statements and Item 6 "Management's Discussion and Analysis of Financial
Condition and Results of Operation." See also Notes E and H of the Notes to
Financial Statements regarding obligations by the Company under capital leasing
agreements and equipment notes secured by chattel liens.

      Data Evaluation

      The Company's computers enable it to quickly evaluate the data generated
by its laboratory instruments. This data can then be compared to regulatory
requirements or stored for future statistical or trend analysis. Results are
presented in a comprehensive, certified test report which details test
protocols, analytical data and accepted limits for each parameter, as
applicable. The Company's customers generally utilize the data obtained in
determining its impact with regard to applicable environmental laws. As part of
its analytical services, the Company makes its staff available to assist its
customers and authorized third parties to comprehend the test results.

      Laboratory Information Management System (L.I.M.S.)

      Laboratory analysis generates substantial quantities of data, especially
where a client monitors for hazards created by discharges which may not be
readily discernible except over an extended period of time. Additionally, large
industrial clients with facilities in more than one 


                                       4
<PAGE>   5
state are often subject to multiple regulatory requirements. The Company has a
laboratory data management and business system, which has appropriate security
and data backup procedures, to process, track and invoice samples, and the
ability to store and manage analytical data.

      Quality Assurance

      The Company maintains strict quality control in all facets of testing and
analysis to insure accuracy of results. Internal quality assurance procedures,
formulated within EPA guidelines, govern how samples and controls are handled
and are monitored daily. Standards are used to calibrate the equipment on a
daily basis.

      Test samples are periodically issued by both the quality control manager
and various federal, state and local certifying licensing agencies, to determine
whether laboratory analytical results from such samples furnished by the
agencies fall within acceptable limits.

SALES AND MARKETING

      The Company presently markets its services through its sales personnel,
and utilizes direct mail, trade exhibitions and promotional literature. The
Company's revenues in 1995 were realized from clients in the greater New York
and Philadelphia metropolitan regions as well as from the northeast and eastern
part of the United States. As part of the Company's acquisition, through
NEI/GTEL of assets from Groundwater Technology Inc., the Company acquired
operating laboratories in Milford, NH, Tampa, FL and Wichita, KS. The expansion
of the Company's laboratory network resulted in revenues from a wider geographic
area, although a majority of revenue is still derived from clients located in
the Eastern half of the United States.

GOVERNMENT REGULATION

      The United States Environmental Protection Agency ("EPA") is the principal
federal agency responsible for environmental matters, including the disposal and
discharge of hazardous substances. State and local governments are involved in
implementing environmental programs on a state and local level. EPA, state and
local policies can adversely affect the demand for the Company's services by
relaxing regulations requiring tests, by delaying the effective date of
regulations which require tests and by relaxing its enforcement efforts.
Furthermore, to the extent that the budgets of administrating agencies are
reduced, or funds not made available to them, the demand for the Company's
services can also be adversely affected. Applicable federal legislation includes
the Resource Conservation Recovery Act ("RCRA"), the Clean Water Act, the Safe
Drinking Water Act, the Clean Air Act, Toxic Substances Control Act, the
Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"),
and the Superfund Amendments and Reauthorization Act ("SARA") and the Technical
Standards and Corrective Action Requirements for Owners and Operators of
Underground Storage Tanks Act ("UST").

      The Company's activities and its facilities are subject to regulation
under federal, state and local laws, ordinances and rules and regulations
relating to the environment, environmental 


                                       5
<PAGE>   6
quality and occupational health and safety including RCRA, the federal
Occupational Safety and Health Act ("OSHA") and similar state laws and
regulations promulgated thereunder. The Company receives and uses various
hazardous chemicals in its environmental testing operations, and is licensed for
these activities. While the Company believes that its operations have at all
times been conducted in compliance with all federal, state and local
environmental laws and regulations, any business handling hazardous waste is
subject to potential contingent liabilities under certain of these laws. The
full impact of applicable laws and regulations on the Company is difficult to
predict because of their complex nature and the possibility of changes because
of political and economic pressures. In connection with the Company's business
of waste analysis, the Company believes it is acting in compliance with
applicable environmental laws.

      The Company has obtained certifications from all jurisdictions in which it
does business as required to conduct its laboratory testing business. The
Company is required to pass proficiency tests and evaluations which are given on
a periodic basis to retain its certification and to participate in contracts
under the Federal Superfund Program. The Company believes, but there can be no
assurances, that it will be able to obtain the required certifications and
approvals in all jurisdictions where it does business and plans to do business
in the future. The inability of the Company to retain present, or obtain new,
certifications or approvals where required would adversely affect its business.

INSURANCE

      The Company currently carries an annual errors and omission insurance
policy with an aggregate limit of $5,000,000 (each claim and aggregate) on a
claims made basis. This insurance is provided by an insurance company rated as
A+IX (Superior, Adjusted Policyholder's Surplus between $100,000,000 and
$250,000,000) by Best's Insurance Reports but which is not licensed by the State
of New York. The Company therefore is not protected in the event of the
insurer's insolvency by New York State Security Funds. The policy expires May,
1996, with a retroactive date to January 1, 1985 with respect to the Port
Washington facility, August 5, 1995 with respect to the Norristown PA facility
and December 31, 1995 for operations acquired from Groundwater Technology, Inc.,
covering errors and omissions liability for environmental and material testing
and analysis with a $50,000 deductible for each claim. The policy contains
various exclusions including exclusions for the discharge of pollutants. The
Company also maintains comprehensive general liability insurance on an
occurrence basis which expires April, 1996, with an annual limit of $1,000,000,
including completed operations coverage. In addition, the Company maintains an
umbrella insurance policy of $5,000,000 (each claim and aggregate). The general
liability policy contains various exclusions, including (1) claims related to
the discharge of pollutants, (2) professional liability and (3) asbestos related
claims. The umbrella policy contains substantially the same exclusions as the
liability policy. The Company intends to maintain the same coverage, either by
renewal or by obtaining similar coverage. However, no assurances can be given
that the Company will be able to maintain any or all of the above described
policies of insurance which may also be canceled before expiration in accordance
with the terms of each policy. Further, while management believes this coverage
is adequate, there can be no assurance that a recovery or settlement of a
material claim will not exceed the Company's coverage.


                                       6
<PAGE>   7
BACKLOG

      As of March 1, 1997, the Company had a backlog of orders it believed to be
firm of approximately $384,000 compared to approximately $654,000 as of March
1, 1996. All of the backlog as of March 1, 1997 is expected to be filled during
1997. In addition, the Company has entered into several contracts to provide,
upon request of several clients, laboratory services having a potential value of
up to $7,000,000 at fixed prices which are to be completed during 1997. The
actual dollar amount of laboratory services to be performed pursuant to these
contracts can not be accurately predicted at the present time and, accordingly,
has not been included in the of backlog above. See "Item 6. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

COMPETITION

      There are many independent analytical testing laboratories which compete
for the environmental and hazardous waste testing business nationwide. The
Company believes that the principal competitive factors in the analytical
testing of environmental and hazardous waste are customer service, expertise,
data accuracy, turn-around time and price.

EMPLOYEES

        As of December 31, 1996, the Company had 172 full time employees. Of
these employees 7 were executives,  14 in sales, 138 in technical laboratory
activities and 13 were in administrative and support functions. In addition,
the Company employs 17 persons on a part-time basis.

      The Company is not subject to any collective bargaining agreement and
management believes that its employee relations are good.

ITEM 2.  PROPERTIES

      The Company occupies office and laboratory facilities as follows:

<TABLE>
<CAPTION>
                                            Approximate Size
                                            ----------------

<S>                                         <C>                  
            Port Washington, NY             18,600 Sq. Ft. Leased
            Milford, NH                     25,400 Sq. Ft. Leased
            Tampa, FL                       10,000 Sq. Ft. Leased
            Wichita, KS                     16,000 Sq. Ft. Leased
</TABLE>

      The leased space has generally been improved to suit the office or
laboratory needs of the Company. The Company leases its facility in Wichita, KS
from Groundwater Technology, Inc. and recently terminated a sublease with Smith
for a facility in Norristown, PA.


                                       7
<PAGE>   8
      In addition to the above, the Company occupies sales offices in Concord,
CA and Atlanta, GA.

      The Company believes that its office and laboratory facilities are
adequate for its present needs.

ITEM 3.  LEGAL PROCEEDINGS

      The Company initially reported in its Annual Report on Form 10-K for the
fiscal year ended December 31, 1987 that it was a third-party defendant to an
action commenced against it during February, 1988 and brought by Pebble Cove
Home Owners Association Inc. and Herbert Rubin in the Supreme Court of the State
of New York, County of Nassau against eight defendants. The Company's insurance
carriers are defending the case and a second related action. Management does not
anticipate liability because it believes that it has meritorious defenses to the
action and participated only to a limited extent in the matter. The Company
believes that its insurance will cover any liability, subject to provisions for
deductibility. Counsel defending the Company, appointed by the Company's
insurance carrier, has advised the Company that, based upon information
presently available to the firm, it believes both actions to be speculative and
unsubstantiated. Further, the matter has been inactive since 1990. Management
believes, although no assurances can be given, that in view of its insurance
coverage, this lawsuit will not have a material adverse effect upon the
Company's earnings or financial condition.

      The Company initially reported in its Annual Report on Form 10-K for the
year ended December 31, 1989 that the Company commenced suit in the Superior
Court of New Jersey, Law Division, Hudson County, against Standard Tank Cleaning
Corp. ("Standard Tank") and three (3) other defendants for nonpayment of testing
services performed in the sum of $35,713 and that Standard Tank had served a
counterclaim against the Company for $450,000 in damages alleged to have
resulted from penalties assessed against it. Standard Tank filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on September 18, 1990 and the
action has been inactive for several years. Management believes that the
counterclaim against the Company is without merit. Management also believes,
that due to its insurance coverage and subject to a $50,000 deductible, that the
counterclaim by Standard Tank will not have a material adverse effect upon the
Company's financial condition or earnings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


                                       8
<PAGE>   9
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      Prior to September 27, 1996, the Company's Common Stock was traded in the
NASDAQ Stock Markets' SmallCap Stock Market (the "NASDAQ Small-Cap Market"). The
common stock is currently traded over-the-counter on the National Association of
Securities Dealers, Inc. Automated Quotation Stock Market's Electronic Bulletin
Board (the "OTC Bulletin Board") under the symbol "NYTS." The following table
sets forth the high and low bid prices of shares of the Company's Common Stock
as reported on the NASDAQ Small Cap Market or the OTC Bulletin Board for the
calendar period indicated. The information represents inter-dealer quotations,
without retail mark-ups, mark-downs or commissions, and does not necessarily
represent actual quotations.

<TABLE>
<CAPTION>
                                                 High       Low
                                                 ----       ---

<S>                                             <C>         <C>
      1996
      ----

      First Quarter                              3/4         1/2
      Second Quarter                             9/16        3/8
      Third Quarter                              9/32        1/8
      Fourth Quarter                             5/16        1/8

      1995
      ----

      First Quarter                             25/64        1/4
      Second Quarter                             7/16        1/4
      Third Quarter                             1-1/2       15/32
      Fourth Quarter                            11/16        3/8
</TABLE>


      The number of holders of record of the Company's common stock as of March
21, 1997 was 370.

      No dividends have been paid during the past two years. The Company has no
present intention of paying any cash dividends in the foreseeable future and
intends to retain future earnings to finance its growth.


                                       9
<PAGE>   10
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

              The Company was not able to complete its financial statements in
         time to file this form 10-KSB report because the results of the
         negotiations between the Company and Smith, which were concluded
         April 11, 1997, will have a material effect on the Company's assets
         and results of operations.

              In August 1996, the Company reserved the full amount of real
         estate and equipment leases of approximately $750,000 related to the 
         Company's acquisition of the assets of BCM Laboratories from Smith in  
         1995 and the discontinuation of these operations in August 1996.  The
         Company and Smith agreed to terminate the leases and release the 
         Company's NEIPA subsidiary from its obligations on April 11, 1997.  As
         a result, the Company will recoup approximately $600,000 of the
         reserve reducing the Company's net loss for the year ended December 
         31, 1996 from approximately $3.8 million to $3.2 million.  In
         addition, the Company and Smith agreed to fix a payment schedule for
         $681,082 of accounts receivable from Smith on or about April 18, 1997.
         As a result of the resolution of these two matters, the Company 
         anticipates that its stockholder's equity at December 31, 1996 was 
         approximately $150,000 compared to a possible deficit of $(675,000) if
         this matter was not resolved.

              The foregoing discussion represents management's estimate at the
         present time and has not been passed upon by the Company's independent
         auditors.  The Company intends to amend the form 10-KSB to include 
         unaudited financial statements and a full discussion of financial
         condition and results of operations as soon as possible.


ITEM 7.  FINANCIAL STATEMENTS

         See Item 6, above.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None


                                       10
<PAGE>   11
                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information with respect to executive officers and directors of the
Company will be set forth in the Company's definitive proxy statement which is
expected to be filed within 120 days of December 31, 1996 and is incorporated
herein by reference.

ITEM 10. EXECUTIVE COMPENSATION.

      Information with respect to executive compensation will be set forth in
the Company's definitive proxy statement which is expected to be filed within
120 days of December 31, 1996 and is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      Information with respect to the ownership of the Company's securities by
certain persons will be set forth in the Company's definitive proxy statement
which is expected to be filed within 120 days of December 31, 1996 and is
incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Information with respect to transactions with management and others will
be set forth in the Company's definitive proxy statement which is expected to be
filed within 120 days of December 31, 1996 and is incorporated herein by
reference.


                                       11
<PAGE>   12
                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits.

      The following exhibits are filed as part of this report. Where such filing
is made by incorporation by reference to a previously filed statement or report
such report is identified in parenthesis:

(3)   Articles of Incorporation and By-laws:

      (a)   Certificate of incorporation of Nytest Environmental Inc. dated
            January 15, 1985 (Exhibit 3(a) to the Company's Form S-1
            registration statement, File No. 33-2047)

      (b)   Amendment to the certificate of incorporation of Nytest
            Environmental Inc. dated July 21, 1987 (Exhibit 3.1 to the
            Company's Form 10-K Report dated December 31, 1987)

      (c)   By-laws of Nytest Environmental Inc., as amended through July 15,
            1987 (Exhibit 3.2 to the Company Form 10-K Report dated December 31,
            1987)

      (d)   Amendment to the Certificate of Incorporation of Nytest
            Environmental Inc. dated April 7, 1997.

(4)   Instruments defining the rights of security holders:

      (a)   Specimen Common Stock Certificate (Exhibit 4(a) to the Company's
            Form S-1 registration statement, File No. 33-2047)

      (b)   Form of Underwriter's Warrant issued to Royce Investment Group,
            Inc. (Exhibit 4.4 to the Company's Form S-2 registration
            statement, File No. 33-40570)

      (c)   Subordinated Convertible Note of NEI/GTEL Environmental
            Laboratories, Inc. dated December 31, 1995. (Exhibit 99.2 to the
            Company's Form 8-K Report dated December 31, 1995)

(10)  Material Contracts:

      (a)   Employment agreement between the Company and John Gaspari dated
            January 1, 1989 (Exhibit 10.3 to the Company's Report on Form 10-Q
            dated June 30, 1988)


                                       12
<PAGE>   13
      (b)   Amendment dated May 14, 1991 to employment agreement between the
            Company and John Gaspari (Exhibit 10.8 to the Company's Form S-2
            Registration Statement, File No. 33-40570)

      (c)   1991 Executive Option Plan (Exhibit 10.12 to the Company's Form
            S-2 Registration Statement, File No. 33-40570)

      (d)   Form of Option Agreement under the 1991 Executive Option Plan
            (Exhibit 10.14 to Amendment No. 1 to the Company's Form S-2
            Registration Statement, File No. 33-40570)

      (e)   Employment Agreement dated November 2, 1992 between the Company
            and James W. Shearard, Jr. (Exhibit 10(i) to the Company's Form
            10-KSB dated December 31, 1994)

      (f)   Amendment to Employment Agreement dated January 18, 1993 between
            the Company and James W. Shearard, Jr. (Exhibit 10(j) to the
            Company's Form 10-KSB dated December 31, 1994)

      (g)   1992 Employee Stock Incentive Plan (Exhibit 10(k) to the Company's
            Form 10-KSB dated December 31, 1994)

      (h)   Asset and Business Purchase Agreement dated August 3, 1995
            between NEI of Pennsylvania, Inc. and BCM Engineers, Inc.
            (Exhibit 2.1 to the Company's Form 8-K Report dated August 5,
            1995)

      (i)   Sublease dated August 3, 1995 between NEI of Pennsylvania, Inc.
            and BCM Engineers, Inc. concerning 1850 Gravers Road, Norristown,
            PA (Exhibit 99.1 to the Company's Form 8-K Report dated August 5,
            1995)

      (j)   Equipment Subleases dated August 3, 1995 between BCM Engineers and
            affiliates and NEI of Pennsylvania, Inc. (Exhibit 99.2 to the
            Company's Form 8-K Report dated August 5, 1995)

      (k)   Guaranty dated August 3, 1995 by Smith Environmental Technology
            Inc. in the form of NEI of Pennsylvania, Inc. (Exhibit 99.3 to
            the Company's Form 8-K Report dated August 5, 1995)

      (l)   Guaranty dated August 3, 1995 by Nytest Environmental Inc. in
            favor of BCM Engineers, Inc.  (Exhibit 99.4 to the Company's Form
            8-K Report dated August 5, 1995)

      (m)   Asset and Business Purchase Agreement dated December 28, 1995 and
            effective as of December 31, 1995 between NEI/GTEL Environmental
            Laboratories, Inc. 


                                       13
<PAGE>   14
            and GTEL Environmental Laboratories, Inc. (Exhibit 2.1 to the
            Company's Form 8-K Report dated December 31, 1995)

      (n)   Market and Supply Agreement dated December 31, 1995 between
            NEI/GTEL Environmental Laboratories, Inc. and Groundwater
            Technology, Inc. (Exhibit 99.1 to the Company's Form 8-K Report
            dated December 31, 1995)

      (o)   Security Agreement dated December 31, 1995 among NEI/GTEL
            Environmental Laboratories, Inc., GTEL Environmental
            Laboratories, Inc. and Nytest Environmental Inc. (Exhibit 99.3 to
            the Company's Form 8-K Report dated December 31, 1995)

      (p)   Registration Rights Agreement dated December 28, 1995 between
            Nytest Environmental Inc. and Groundwater Technology, Inc.
            (Exhibit 99.4 to the Company's Form 8-K Report dated December 31,
            1995)

      (q)   Guaranty of Nytest Environmental Inc. dated December 31, 1995
            (Exhibit 99.5 to the Company's Form 8-K Report dated December 31,
            1995)

      (r)   Lease of 4211 West May, Wichita, KS, dated December 31, 1995
            (Exhibit 99.6 to the Company's Form 8-K Report dated December 31,
            1995)

      (s)   Assignment of Patent Rights dated December 31, 1995 (Exhibit 99.7 to
            the Company's Form 8-K Report dated December 31, 1995)

      (t)   Promissory Note from Nytest Environmental, Inc. to State Bank of
            Long Island dated July 18, 1995 (Exhibit 10(t) to the Company's
            Form 10-KSB Report dated December 31, 1995)

      (u)   Commercial Security Agreement dated July 18, 1995 between Nytest
            Environmental Inc. and State Bank of Long Island (Exhibit 10(u)
            to the Company's Form 10-KSB Report dated December 31, 1995)

      (v)   Promissory Note in the amount of $300,000 from Nytest
            Environmental Inc. to State Bank of Long Island (Exhibit 10(v) to
            the Company's Form 10-KSB Report dated December 31, 1995)

      (w)   Commercial Security Agreement dated February 8 , 1996 between NEIP
            and State Bank of Long Island (Exhibit 10(w) to the Company's Form
            10-KSB Report dated December 31, 1995)

      (x)   Loan and Security Agreement dated April 22, 1996 between Nytest
            Environmental Inc., NEI/GTEL Environmental Laboratories, Inc.,
            NEI of Pennsylvania, 


                                       14
<PAGE>   15
            Inc. and The CIT Group/Credit Finance, Inc. (Exhibit 10.1 to the
            Company's Form 10-QSB Report dated March 31, 1996)

      (y)   Term Note dated April 22, 1996 in the amount of $1,840,120 due
            from Nytest Environmental Inc., NEI/GTEL Environmental
            Laboratories, Inc. and NEI of Pennsylvania, Inc. to The CIT
            Group/Credit Finance, Inc. (Exhibit 10.2 to the Company's Form
            10-QSB Report dated March 31, 1996)

      (z)   General Intangibles Mortgage and Security Agreement dated April
            22, 1996 between Nytest Environmental Inc. and The CIT
            Group/Credit Finance, Inc. (Exhibit 10.3 to the Company's Form
            10-QSB Report dated March 31, 1996)

      (aa)  Cross Corporate Guaranty of Nytest Environmental Inc. to The CIT
            Group/Credit Finance, Inc. dated April 22, 1996. (Exhibit 10.4 to
            the Company's Form 10-QSB Report dated March 31, 1996)

      (bb)  Cross Corporate Guaranty of NEI/GTEL Environmental Laboratories,
            Inc.  to The CIT Group/Credit Finance, Inc. dated April 22, 1996.
            (Exhibit 10.5 to the Company's Form 10-QSB Report dated March 31,
            1996)

      (cc)  Cross Corporate Guaranty of NEI of Pennsylvania, Inc. to The CIT
            Group/Credit Finance, Inc. dated April 22, 1996. (Exhibit 10.6 to
            the Company's Form 10-QSB Report dated March 31, 1996)

      (dd)  Subordination and Intercreditor Agreement dated April 22, 1996
            among GTEL Environmental Laboratories, Inc., Nytest Environmental
            Inc., NEI/GTEL Environmental Laboratories, Inc. and NEI of
            Pennsylvania, Inc. and The CIT Group/Credit Finance, Inc.
            (Exhibit 10.7 to the Company's Form 10-QSB Report dated March 31,
            1996)

      (ee)  Subordination and Intercreditor Agreement among State Bank of
            Long Island, GTEL Environmental Laboratories, Inc., Nytest
            Environmental Inc., NEI/GTEL Environmental Laboratories, Inc. and
            NEI of Pennsylvania, Inc. and The CIT Group/Credit Finance, Inc.
            (Exhibit 10.8 to the Company's Form 10-QSB Report dated March 31,
            1996)

      (ff)  Letter Agreement dated April 22, 1996 re: Permitted Rent among
            Groundwater Technology, Inc., Nytest Environmental Inc., NEI/GTEL
            Environmental Laboratories, Inc. and NEI of Pennsylvania, Inc.
            and The CIT Group/Credit Finance, Inc. (Exhibit 10.9 to the
            Company's Form 10-QSB Report dated March 31, 1996)

      (gg)  Termination and Waiver of Claims dated April 11, 1997 between NEI
            of Pennsylvania, Inc., Nytest Environmental, Inc., BCM Engines, 
            Inc. and Smith Technology Corporation.

(16)  Letter re: change in certifying accountant

      None


                                       15
<PAGE>   16
(18)  Letter on change in accounting principles

      None


(21)  Subsidiaries of registrant

      NEI of Pennsylvania, Inc. (Del.) 100% owned.
      NEI/GTEL Environmental Laboratories, Inc. (Del.) 100% owned.

(23)  Consents of experts and counsel

      By Amendment.

      (b)   Reports of Form 8-K

       None


                                       16
<PAGE>   17
                                   SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed by the
undersigned, thereunto duly authorized.

                                       NYTEST ENVIRONMENTAL INC.

                                       By:   /s/ John Gaspari
                                          ---------------------------------
                                             John Gaspari, President and
Dated: April 15, 1997                  Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.

<TABLE>
<CAPTION>
Signature                        Capacity                               Date
---------                        --------                               ----

<S>                              <C>                                    <C> 
/s/ John Gaspari                 President, Chief Executive             April 15, 1997
-----------------------------    Officer and Director
John Gaspari                     (Principal Executive Officer)


/s/ James W. Shearard, Jr.       Vice President - Marketing and         April 15, 1997
-----------------------------    Sales, Secretary and Director
James W. Shearard, Jr.


/s/ Elliot J. Laitman            Treasurer, Chief Financial Officer     April 15, 1997
-----------------------------    (Principal Accounting and
Elliot J. Laitman                Financial Officer)


                                 Director                               April 15, 1997
-----------------------------
Anthony P. Towell                                                       


/s/ Thomas E. Lent               Director                               April 15, 1997
-----------------------------
Thomas E. Lent                                                          


                                 Director                               April 15, 1997
-----------------------------
Martin Fleisher
</TABLE>


                                       17
<PAGE>   18
                                EXHIBIT INDEX


Item No.                         Description
--------                         -----------


      The following exhibits are filed as part of this report. Where such filing
is made by incorporation by reference to a previously filed statement or report
such report is identified in parenthesis:

(3)   Articles of Incorporation and By-laws:

      (a)   Certificate of incorporation of Nytest Environmental Inc. dated
            January 15, 1985 (Exhibit 3(a) to the Company's Form S-1
            registration statement, File No. 33-2047)

      (b)   Amendment to the certificate of incorporation of Nytest
            Environmental Inc. dated July 21, 1987 (Exhibit 3.1 to the
            Company's Form 10-K Report dated December 31, 1987)

      (c)   By-laws of Nytest Environmental Inc., as amended through July 15,
            1987 (Exhibit 3.2 to the Company Form 10-K Report dated December 31,
            1987)

      (d)   Amendment to the Certificate of Incorporation of Nytest
            Environmental Inc. dated April 7, 1997.

(4)   Instruments defining the rights of security holders:

      (a)   Specimen Common Stock Certificate (Exhibit 4(a) to the Company's
            Form S-1 registration statement, File No. 33-2047)

      (b)   Form of Underwriter's Warrant issued to Royce Investment Group,
            Inc. (Exhibit 4.4 to the Company's Form S-2 registration
            statement, File No. 33-40570)

      (c)   Subordinated Convertible Note of NEI/GTEL Environmental
            Laboratories, Inc. dated December 31, 1995. (Exhibit 99.2 to the
            Company's Form 8-K Report dated December 31, 1995)

(10)  Material Contracts:

      (a)   Employment agreement between the Company and John Gaspari dated
            January 1, 1989 (Exhibit 10.3 to the Company's Report on Form 10-Q
            dated June 30, 1988)



<PAGE>   19
                                EXHIBIT INDEX

Item No.                         Description
--------                         -----------

      (b)   Amendment dated May 14, 1991 to employment agreement between the
            Company and John Gaspari (Exhibit 10.8 to the Company's Form S-2
            Registration Statement, File No. 33-40570)

      (c)   1991 Executive Option Plan (Exhibit 10.12 to the Company's Form
            S-2 Registration Statement, File No. 33-40570)

      (d)   Form of Option Agreement under the 1991 Executive Option Plan
            (Exhibit 10.14 to Amendment No. 1 to the Company's Form S-2
            Registration Statement, File No. 33-40570)

      (e)   Employment Agreement dated November 2, 1992 between the Company
            and James W. Shearard, Jr. (Exhibit 10(i) to the Company's Form
            10-KSB dated December 31, 1994)

      (f)   Amendment to Employment Agreement dated January 18, 1993 between
            the Company and James W. Shearard, Jr. (Exhibit 10(j) to the
            Company's Form 10-KSB dated December 31, 1994)

      (g)   1992 Employee Stock Incentive Plan (Exhibit 10(k) to the Company's
            Form 10-KSB dated December 31, 1994)

      (h)   Asset and Business Purchase Agreement dated August 3, 1995
            between NEI of Pennsylvania, Inc. and BCM Engineers, Inc.
            (Exhibit 2.1 to the Company's Form 8-K Report dated August 5,
            1995)

      (i)   Sublease dated August 3, 1995 between NEI of Pennsylvania, Inc.
            and BCM Engineers, Inc. concerning 1850 Gravers Road, Norristown,
            PA (Exhibit 99.1 to the Company's Form 8-K Report dated August 5,
            1995)

      (j)   Equipment Subleases dated August 3, 1995 between BCM Engineers and
            affiliates and NEI of Pennsylvania, Inc. (Exhibit 99.2 to the
            Company's Form 8-K Report dated August 5, 1995)

      (k)   Guaranty dated August 3, 1995 by Smith Environmental Technology
            Inc. in the form of NEI of Pennsylvania, Inc. (Exhibit 99.3 to
            the Company's Form 8-K Report dated August 5, 1995)

      (l)   Guaranty dated August 3, 1995 by Nytest Environmental Inc. in
            favor of BCM Engineers, Inc.  (Exhibit 99.4 to the Company's Form
            8-K Report dated August 5, 1995)

      (m)   Asset and Business Purchase Agreement dated December 28, 1995 and
            effective as of December 31, 1995 between NEI/GTEL Environmental
            Laboratories, Inc. 



<PAGE>   20
                                EXHIBIT INDEX

Item No.                         Description
--------                         -----------


            and GTEL Environmental Laboratories, Inc. (Exhibit 2.1 to the
            Company's Form 8-K Report dated December 31, 1995)

      (n)   Market and Supply Agreement dated December 31, 1995 between
            NEI/GTEL Environmental Laboratories, Inc. and Groundwater
            Technology, Inc. (Exhibit 99.1 to the Company's Form 8-K Report
            dated December 31, 1995)

      (o)   Security Agreement dated December 31, 1995 among NEI/GTEL
            Environmental Laboratories, Inc., GTEL Environmental
            Laboratories, Inc. and Nytest Environmental Inc. (Exhibit 99.3 to
            the Company's Form 8-K Report dated December 31, 1995)

      (p)   Registration Rights Agreement dated December 28, 1995 between
            Nytest Environmental Inc. and Groundwater Technology, Inc.
            (Exhibit 99.4 to the Company's Form 8-K Report dated December 31,
            1995)

      (q)   Guaranty of Nytest Environmental Inc. dated December 31, 1995
            (Exhibit 99.5 to the Company's Form 8-K Report dated December 31,
            1995)

      (r)   Lease of 4211 West May, Wichita, KS, dated December 31, 1995
            (Exhibit 99.6 to the Company's Form 8-K Report dated December 31,
            1995)

      (s)   Assignment of Patent Rights dated December 31, 1995 (Exhibit 99.7 to
            the Company's Form 8-K Report dated December 31, 1995)

      (t)   Promissory Note from Nytest Environmental, Inc. to State Bank of
            Long Island dated July 18, 1995 (Exhibit 10(t) to the Company's
            Form 10-KSB Report dated December 31, 1995)

      (u)   Commercial Security Agreement dated July 18, 1995 between Nytest
            Environmental Inc. and State Bank of Long Island (Exhibit 10(u)
            to the Company's Form 10-KSB Report dated December 31, 1995)

      (v)   Promissory Note in the amount of $300,000 from Nytest
            Environmental Inc. to State Bank of Long Island (Exhibit 10(v) to
            the Company's Form 10-KSB Report dated December 31, 1995)

      (w)   Commercial Security Agreement dated February 8 , 1996 between NEIP
            and State Bank of Long Island (Exhibit 10(w) to the Company's Form
            10-KSB Report dated December 31, 1995)

      (x)   Loan and Security Agreement dated April 22, 1996 between Nytest
            Environmental Inc., NEI/GTEL Environmental Laboratories, Inc.,
            NEI of Pennsylvania, 



<PAGE>   21
                                EXHIBIT INDEX

Item No.                         Description
--------                         -----------

            Inc. and The CIT Group/Credit Finance, Inc. (Exhibit 10.1 to the
            Company's Form 10-QSB Report dated March 31, 1996)

      (y)   Term Note dated April 22, 1996 in the amount of $1,840,120 due
            from Nytest Environmental Inc., NEI/GTEL Environmental
            Laboratories, Inc. and NEI of Pennsylvania, Inc. to The CIT
            Group/Credit Finance, Inc. (Exhibit 10.2 to the Company's Form
            10-QSB Report dated March 31, 1996)

      (z)   General Intangibles Mortgage and Security Agreement dated April
            22, 1996 between Nytest Environmental Inc. and The CIT
            Group/Credit Finance, Inc. (Exhibit 10.3 to the Company's Form
            10-QSB Report dated March 31, 1996)

      (aa)  Cross Corporate Guaranty of Nytest Environmental Inc. to The CIT
            Group/Credit Finance, Inc. dated April 22, 1996. (Exhibit 10.4 to
            the Company's Form 10-QSB Report dated March 31, 1996)

      (bb)  Cross Corporate Guaranty of NEI/GTEL Environmental Laboratories,
            Inc.  to The CIT Group/Credit Finance, Inc. dated April 22, 1996.
            (Exhibit 10.5 to the Company's Form 10-QSB Report dated March 31,
            1996)

      (cc)  Cross Corporate Guaranty of NEI of Pennsylvania, Inc. to The CIT
            Group/Credit Finance, Inc. dated April 22, 1996. (Exhibit 10.6 to
            the Company's Form 10-QSB Report dated March 31, 1996)

      (dd)  Subordination and Intercreditor Agreement dated April 22, 1996
            among GTEL Environmental Laboratories, Inc., Nytest Environmental
            Inc., NEI/GTEL Environmental Laboratories, Inc. and NEI of
            Pennsylvania, Inc. and The CIT Group/Credit Finance, Inc.
            (Exhibit 10.7 to the Company's Form 10-QSB Report dated March 31,
            1996)

      (ee)  Subordination and Intercreditor Agreement among State Bank of
            Long Island, GTEL Environmental Laboratories, Inc., Nytest
            Environmental Inc., NEI/GTEL Environmental Laboratories, Inc. and
            NEI of Pennsylvania, Inc. and The CIT Group/Credit Finance, Inc.
            (Exhibit 10.8 to the Company's Form 10-QSB Report dated March 31,
            1996)

      (ff)  Letter Agreement dated April 22, 1996 re: Permitted Rent among
            Groundwater Technology, Inc., Nytest Environmental Inc., NEI/GTEL
            Environmental Laboratories, Inc. and NEI of Pennsylvania, Inc.
            and The CIT Group/Credit Finance, Inc. (Exhibit 10.9 to the
            Company's Form 10-QSB Report dated March 31, 1996)

      (gg)  Termination and Waiver of Claims dated April 11, 1997 between NEI
            of Pennsylvania, Inc., Nytest Environmental, Inc., BCM Engines, 
            Inc. and Smith Technology Corporation.

(16)  Letter re: change in certifying accountant

      None



<PAGE>   22
                                EXHIBIT INDEX

Item No.                         Description
--------                         -----------

(18)  Letter on change in accounting principles

      None


(21)  Subsidiaries of registrant

      NEI of Pennsylvania, Inc. (Del.) 100% owned.
      NEI/GTEL Environmental Laboratories, Inc. (Del.) 100% owned.

(23)  Consents of experts and counsel

      By Amendment.