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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.


                            FORM 8-K


                         CURRENT REPORT

       Pursuant to Sections 13 of 15(d) of the Securities
                      Exchange Act of 1934

        Date of Report (Date of earliest event reported):

                         October 15, 1996



                ENVIRONMENTAL PLUS, INCORPORATED
                --------------------------------
     (Exact name of registrant as specified in its charter)


Texas                        0-13041                   75-1939021
-----------------------------------------------------------------
(State or other          (Commission File           (IRS Employer
jurisdiction of               Number)              Identification
incorporation                                             Number)


        2995 LBJ Freeway, Suite 200, Dallas, Texas 75234
        ------------------------------------------------
            (Address of Principal Executive offices)


                         (214) 481-1211
_________________________________________________________________
      (Registrant's Telephone Number, Including Area Code)



                               N/A
_________________________________________________________________
  (Former Name or Former Address, if Changed Since Last Report)


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     ITEM 2.   Acquisition or Disposition of Assets.

     (a)  On August 31, 1996, effective June 1, 1996, the Company
     acquired all of the issued and outstanding shares of common
     stock of Fire Zap, Inc. ("FireZap"), a Texas Corporation.  The
     acquisition resulted in FireZap becoming a wholly owned
     subsidiary of the Company.  Firezap will continue its business
     of marketing a fire retarding foam as a fire fighting device
     for industrial use.

          The purchase price for the FireZap shares was (i) 450,000
     shares of the Company's preferred stock, par value $1.00 per
     share, convertible on a one-for-one basis into the Company's
     common stock; and (ii) an additional payment of 450,000 of the
     Company's preferred stock par value $1.00 per share,
     convertible on a one-for-one basis into the Company's common
     stock, provided that FireZap has total revenues for the 12
     months ending June 1, 1997 of $900,000.

          FireZap was incorporated in Texas in February 1996 and
     will be accounted for on the purchase method of accounting for
     the Company's financial statement purposes, and it will be
     included in the Company's Form 10-K filings for the year ended
     August 31, 1996.

     (b)  On October 15, 1996, effective October 1, 1996, the
     Company acquired all of the issued and outstanding shares of
     common stock of C.T. Lewis Industries, a Texas Corporation
     ("CTL").  CTL, a machine fabrication company, is engaged in
     the business of fabrication of heavy metal, industrial
     equipment processes, brakes, lathes, drill presses, vessels
     and other metal products and equipment.  CTL is a member of
     the American Society of Mechanical Engineers.  The acquisition
     resulted in CTL becoming a wholly owned subsidiary of the
     Company.  CTL will continue its business as a subsidiary of
     the Company.

          The purchase price of the CTL shares was 300,000 shares
     of the Company's preferred stock, par value $1.00 per share,
     convertible on a one-for-one basis into the Company's common
     stock.


     ITEM 7.   Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired.

          It is impractical to provide the financial statements of
     the businesses acquired and described in Item 2 above at this
     time,  The Registrant intends to prepare the required
     financial statements and file same under the cover of Form
     8-K/A as soon as practical, but in no event later than
     December 30, 1996.

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     ITEM 7.   Financial Statements and Exhibits. (cont.)

     (b)  Proforma Financial Information.

          It is impractical to provide the pro forma financial
     information required by this Item at this time.  The
     Registrant intends to prepare the required pro forma financial
     statements and file same under the cover of Form 8-K/A as soon
     as practical, but in no event later than December 30, 1996.

     (c)  Exhibits

          Exhibit No.    Document Description
          -----------    --------------------

          2.1            Agreement of Purchase and Sale, dated as
                         of October 1, 1996, by and between
                         Environmental Plus, Incorporated and Carl
                         Lewis.*

          2.2            Agreement of Purchase and Sale, dated as
                         of June 1, 1996, by and between
                         Environmental Plus, Incorporated, Wayne
                         Franklin, Thomas Garner and Marshall
                         Southerland.*


* filed herewith


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                              SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                              ENVIRONMENTAL PLUS, INCORPORATED



                         By:  /s/ George Davis
                              ------------------------------
                              George Davis, Chairman, Secretary
                              and Treasurer

Date: October 30, 1996


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

Exhibit No.         Document Description
-----------         --------------------

     2.1            Agreement of Purchase and Sale, dated as of
                    October 1, 1996, by and between Environmental
                    Plus, Incorporated and Carl Lewis.


     2.2            Agreement of Purchase and Sale, dated as of
                    June 1, 1996, by and between Environmental
                    Plus, Incorporated, Wayne Franklin, Thomas
                    Garner and Marshall Southerland.*