SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.

                             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): July 27, 1998

             CREATIVE RECYCLING TECHNOLOGIES, INC. 
     (Exact name of registrant as specified in its charter)

     GEORGIA                0-28704              84-1122431
(State or other jurisdic  (Commission File      (IRS Employer
 tion of incorporation)      Number)           Identification No.)

    3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
     (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770)729-9010

                            Not Applicable
  (Former name or former address, if changed since last report)




ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

          Not Applicable.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          Not Applicable.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.

          Not Applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING 
          ACCOUNTANTS.

          Not Applicable.

ITEM 5.   OTHER EVENTS.

          Not Applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.

On July 27, 1998, June Cuba and Ronald Lambert resigned from the Board of 
Directors of the Registrant.  Ms. Cuba and Mr. Lambert did not indicate to 
the Registrant their resignation was because of a disagreement with the 
Registrant on any matter relating to the Registrant's operations, policies or 
practices.  Ms. Cuba remains an officer of the Registrant. 

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

      (a) Financial statements of businesses acquired: Not Applicable. 

      (b) Pro forma financial information: Not Applicable.

      (c) Exhibits: None.

ITEM 8.   CHANGE IN FISCAL YEAR.

          Not Applicable.

ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         The following information is furnished in accordance with Item 701
of Regulation S-B as to all equity securities of the Registrant sold by the
Registrant that were not registered under the Securities Act of 1933 ("Act")
in reliance upon Regulation S under the Act.

          A.   Title and Amount of Securities Sold and Date of the 
Transactions.

               On July 24, 1998, the Registrant sold 15,000 units for $1.50 
per unit, each unit consisting of one share of Class A Common Stock and one 
Series A Warrant. 

          B.   Name of Placement Agent and Description of Offerees 

               The Placement Agent was Brown & Lampe, Vienna, Austria.  The 
units were offered to non-U.S. persons by Brown & Lampe.

          C.   Consideration Received

               Total consideration paid with respect to the sale on July 24, 
1998 was $22,500 ($1.50 per unit), an underwriting commission of $7,500 was 
paid, with Registrant receiving net funds of $15,000.

          D. Exemption from Registration Claimed 

              The securities were only offered to Non-U.S. persons eligible 
for utilization of Regulation S under the Act as not being a "U.S. person" as 
defined in Rule 902(o).  Each purchaser has executed a Subscription Agreement 
in which the purchaser represents that he/she is a non-U.S. person and is 
otherwise eligible to purchase securities in accordance with the exemption 
provided by Regulation S under the Securities Act of 1933.

          E.  Description of Convertible Securities

              Each Series A Warrant is convertible into one share of Class A 
Common Stock at an exercise price of $3.50 per share on or before December 
31, 2003.


                         SIGNATURES

        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.

                                 CREATIVE RECYCLING TECHNOLOGIES, INC.

Date: August 12, 1998              By:/s/James Robert Shaw
                                   James Robert Shaw
                                   President