AIR & WATER TECHNOLOGIES CORP
8-K, 1997-10-27
ENGINEERING SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ______________________

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                              October 27, 1997

                     AIR & WATER TECHNOLOGIES CORPORATION
            (Exact name of registrant as specified in its charter)

                Delaware           033-017921        13-3418759
    (State of other jurisdiction  (Commission       (IRS Employer
            of incorporation)     File Number)    Identification No.)

      U.S. Highway 22 West and Station Road
      Branchburg, New Jersey                             08876
     (Address of principal executive offices)          (Zip Code)

      Registrant's telephone number, including area code: (908) 685-4600
      ------------------------------------------------------------------
    Former name or former address, if changed since last report: No change


          ITEM 5.   OTHER EVENTS

               On October 27, 1997, Air & Water Technologies Corporation
          (the "Company") issued a press release announcing that Mr.
          William Kriegel would succeed Mr. Robert B. Sheh as Chairman of
          the Board of the Company and that Mr. Thierry Malet would
          succeed Mr. Sheh as President and Chief Executive Officer of
          the Company. A copy of the press release concerning the
          management change is attached hereto as Exhibit 99.1 and is
          incorporated by reference herein.
           
          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.

                    (c)  Exhibit

                         99.1      Press release of the Company
                                   dated October 27, 1997.

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

                              AIR & WATER TECHNOLOGIES CORPORATION

                              By:   /s/ Douglas A. Satzger, Esq.
                                  --------------------------------
                                    Name:  Douglas A. Satzger, Esq.
                                    Title: Senior Vice President


          Date:   October 27, 1997


                                 EXHIBIT INDEX

        EXHIBIT NO.           DESCRIPTION                      PAGE NO.

          99.1      Press release of the Company and
                    CGE dated October 27, 1997.





                                                           EXHIBIT 99.1


          CONTACT:  JOSEPH R. VIDAL
                    AIR & WATER TECHNOLOGIES CORPORATION
                    (908) 685-4600


                                               FOR IMMEDIATE RELEASE


                     AIR & WATER TECHNOLOGIES CORPORATION
                      ANNOUNCES SENIOR MANAGEMENT CHANGE

          Branchburg, New Jersey -- October 27, 1997 --  Air &
          Water Technologies Corporation (AMEX: AWT) announced
          that, effective immediately, the Board of directors has
          appointed board member William Kriegel as Chairman of the
          Board and has appointed Thierry Malet as President and
          Chief Executive Officer.  Robert B. Sheh previously held
          these positions.

          Mr. Kriegel, has been a Director of AWT since 1994. 
          Since December 1996, he has served as Chairman and Chief
          Executive Officer of Anjou International Company, the
          United States holding company subsidiary of Compagnie
          Generale des Eaux (CGE).  Mr. Kriegel is also Chairman,
          President and Chief Executive Officer of Sithe Energies,
          Inc. and all of its subsidiaries.  

          Mr. Kriegel said, "These management changes confirm CGE's
          renewed commitment to AWT and to the expansion of its
          business in North America in light of our previously
          announced plan for recapitalizing AWT.  Mr. Malet has
          considerable experience in the water and wastewater
          management industry on a worldwide basis.  His personal
          capabilities and knowledge of CGE's water business and
          resources will be brought to bear in focusing AWT on its
          core businesses."

          Prior to his appointment, Mr. Malet served as Chief
          Executive Officer of CGE's water and wastewater
          activities in Spain.  CGE, which holds approximately 50%
          of the voting power of AWT, is one of the largest private
          companies in France.

          Air & Water Technologies Corporation, through its
          subsidiary Professional Services Group (PSG), a leader in
          the growing wastewater privatization market, provides a
          comprehensive range of services and technologies for the
          operation, maintenance and management of water and
          wastewater systems.  Metcalf & Eddy specializes in
          engineering, design and construction of water and
          wastewater facilities and the remediation of contaminated
          soil, and subsidiary Research-Cottrell, Inc. offers
          services and technologies for controlling air pollution. 





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