ECO SOIL SYSTEMS INC
8-A12G, 1997-01-14
AGRICULTURAL SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                             ECO SOIL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                  NEBRASKA                                 47-0709577
           (State of incorporation                      (I.R.S. Employer
              or organization)                         Identification No.)


        10890 THORNMINT ROAD, SUITE 200
         SAN DIEGO, CALIFORNIA 92127                          92127
    (Address of principal executive offices)                (Zip Code)


If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]


Securities to be registered pursuant to Section 12(b) of the Act:

                                 Not Applicable


Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.005 par value
                                (Title of class)


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         On November 8, 1996, Eco Soil, Inc. (the "Company") filed a
Registration Statement registering 3,450,000 shares of its Common Stock, $.005
par value, on Form SB-2 (File No. 333-15883) (the "Registration Statement") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. This summary description of the Company's Common Stock is qualified in
its entirety by reference to the Registration Statement, which is hereby
incorporated berein by reference.


ITEM 2.  EXHIBITS

3.1      Articles of Incorporation, as amended (incorporated by reference to the
         Company's Registration Statement on Form SB-2, dated November 8, 1996).

3.2      Bylaws, as amended (incorporated by reference to the Company's
         Registration Statement on Form SB-2, dated November 8, 1996).

4.1      Specimen Form of the Common Stock Certificate (incorporated by
         reference to the Company's Registration Statement on Form SB-2, dated
         November 8, 1996).


SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                       ECO SOIL SYSTEMS, INC.

Date:  January 13, 1997

                                       By /s/ William B. Adams
                                              William B. Adams
                                              Chief Executive Officer


                           EXHIBIT INDEX


EXHIBIT      DESCRIPTION OF EXHIBIT                                    PAGE
NUMBER


3.1          Articles of Incorporation, as amended
             (incorporated by reference to the Company's
             Registration Statement on Form SB-2, dated
             November 8, 1996).

3.2          Bylaws, as amended (incorporated by reference to the
             Company's Registration Statement on Form
             SB-2, dated November 8, 1996).

4.1          Specimen Form of the Common Stock
             Certificate (incorporated by reference to
             the Company's Registration Statement on Form
             SB-2, dated November 8, 1996).






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