8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K






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


                               September 27, 2000
                                (Date of Report)


                                 AQUA-CHEM, INC.
             (Exact name of registrant as specified in its charter)


   Delaware                        333-60759                  39-1900496
(State or other                (Commission File              (IRS Employer
jurisdiction of                     Number)                   ID Number)
incorporation)


                             7800 North 113th Street
                                  P.O. Box 421
                           Milwaukee, Wisconsin 53201
                    (Address of principal executive offices)



                                 (414) 359-0600
              (Registrant's telephone number, including area code)





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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On September 14, 2000, Aqua-Chem, Inc. ("Aqua-Chem") sold to Aquatech
International Corporation ("Aquatech") certain assets and technology of its
Seawater and Industrial Business for approximately $1 million. The agreement
also provides for potential future payments to Aqua-Chem based upon Aquatech's
sales of certain products during the five years following this transaction. In
conjunction with this transaction, five employees of Aqua-Chem's Seawater and
Industrial Business agreed to become employees of Aquatech.

         To complete this transaction, Aqua-Chem amended its Indenture dated
June 23, 1998 related to its 11 1/4% Senior Subordinated Notes Due 2008
("Notes") with the consent of the holders of a majority of the outstanding
Notes.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         4.4   First Supplemental Indenture dated September 6, 2000 to the
               Indenture of Trust dated June 23, 1998 between Aqua-Chem, Inc.
               and United States Trust Company of New York, as Trustee.





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                                   SIGNATURES


         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.


                                                    AQUA-CHEM, INC.
                                                    (Registrant)



                                            By:     /s/ James A. Kettinger
                                                    --------------------------
                                            Name:   James A. Kettinger
                                                    Senior Vice President and
                                                    Chief Financial Officer


Date: September 27, 2000

EX-4.4

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                                                                     EXHIBIT 4.4


                          FIRST SUPPLEMENTAL INDENTURE
                                   (Amendment)


         The Undersigned, Aqua-Chem, Inc., a Delaware corporation (the
"Company") and United States Trust Company of New York, a New York Banking
Corporation (the "Trustee"), being the parties to that certain Indenture dated
as of June 23, 1998 (the "Indenture") hereby agree as follows:


          1.   Capitalized terms used herein which are not defined shall have
               the meaning set forth in the Indenture.

          2.   The definition of "Asset Disposition" set forth on page two of
               the Indenture is hereby amended by adding the following sentence
               at the end of the existing definition:

                    Notwithstanding anything to the contrary herein, a
                    disposition or discontinuance of all or a portion of the
                    Company's Seawater and Industrial Business shall not
                    constitute an Asset Disposition.

          3.   Except as specifically set forth herein, all terms of the
               Indenture shall continue in full force and effect.

          4.   This Amendment shall be governed by the laws of New York and may
               be executed in counterparts which together shall constitute one
               and the same instrument.

         In Witness Whereof, the Undersigned have executed this First
Supplemental Indenture effective as of September 6, 2000.


                                 Aqua-Chem, Inc.




                                 By: /s/ James A. Kettinger
                                     ------------------------------------------
                                     James A. Kettinger, Senior Vice President


                                 United States Trust Company of New York




                                 By: /s/ Louis Young
                                     ------------------------------------------
                                     Title:  Vice President