SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 Commission File Number: 0-12643 _________________________ GANDALF TECHNOLOGIES INC. (Exact name of issuer as specified in its charter) 		ONTARIO, CANADA				Not Applicable 	(State or other jurisdiction			(I.R.S. Employer 	of incorporation or organization)		Identification No.) 130 Colonnade Road South Nepean, Ontario Canada K2E 7M4 (Address of principal Executive Offices) 1993 EMPLOYEE STOCK PURCHASE PLAN STOCK OPTION PLAN FOR EXECUTIVES AND DIRECTORS (Full title of Plans) THOMAS A. VASSILIADES Gandalf Technologies Inc. 130 Colonnade Road South Nepean, Ontario Canada K2E 7M4 (613) 723-6500 (Name, address and telephone number, including area code, of agent for service) Copy to: ALBERT F. LILLEY, ESQ. Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, New York 10005 (212) 530-5000 	CALCULATION OF REGISTRATION FEE Title of	Amount to be	Proposed	Proposed	Amount of Securities	Registered	Maximum	Maximum	Registration to be		Offering	Aggregate	Fee Registered		price per	Offering 		share*	Price Common Shares	160,000	US $3.199	US $511,856	US $176.502 (No par value)	285,000	US $1.342 US $382,470 US $131.886 	125,000	US $1.080 US $135,000 US $ 46.551 	300,000	US $0.907	US $272,100	US $ 93.827 	 10,000	US $0.631 	US $ 6,310	US $ 2.176 	674,000	US $0.648	US $436,752	US $150.604 281,000 US $0.90 US $252,900 US $ 87.207 	_______			_________ US TOTAL	1,538,000			US $688.75 _________________________ * Pursuant to rule 457(h) of the Commission under the Securities Act of 1933, the amount of registratin fee was based on the exercise price for the options already granted, and on the average of high and low prices as reported on the NASDAQ National Market System on August 22,for the remaining shares. 		This Registration Statement registers (1) an additional 100,000 Common Shares with respect to the 1993 Employee Stock Purchase Plan (for a total registered amount of 200,000 Common Shares with respect to such Stock Purchase Plan) and (2) an additional 1,438,000 Common Shares with respect to the Stock Option Plan for Executives and Directors (for a total registered amount of 2,038,000 Common Shares with respect to such Stock Option Plan). 		The Form S-8 Registration Statement (No. 33-50017) under the Securities Act of 1933, as amended, of Gandalf Technologies Inc. with respect to the 1993 Employee Stock Purchase Plan and the Stock Option Plan for Executives and Directors is incorporated by reference in this Amendment. 		Exhibits 		5.	Opinion of Goldberg, Shinder, Gardner & Kronick as to the legality of the Common Shares being registered and to be issued by the Company. 		23.1	Consent of Peat Marwick Thorne. 		23.2	The consent of Goldberg, Shinder, Gardner & Kronick is contained in their opinion filed as Exhibit 5 of this Registration Statement. SIGNATURES 		Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nepean, Province of Ontario, Canada on this 11th day of August, 1994. 							GANDALF TECHNOLOGIES INC. 							By: s/THOMAS A. VASSILIADES 			 ______________________ 								Thomas A. Vassiliades 								President 	POWER OF ATTORNEY 		Pursuant to the requirements of the Securities Act 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints Thomas A. Vassiliades and Walter R. MacDonald, jointly and severally, his attorney-in-fact, each with full power of substation, to file one or more amendments (including post- effective amendments) to this Registration Statement as such attorney-in- fact deems appropriate, and to execute in the name and on behalf of each such person, individually and in each capacity stated below, any amendments to the Registration Statement. Each person whose signature appears below hereby ratifies and confirms all that each of the said attorneys-in-fact, or such person's substitute or substitutes, may do or cause to be done by virtue hereof. Signature				Title				Date s/DESMOND CUNNINGHAM						August 11 _____________________ Desmond Cunningham		Director and Chairman	_________, 1994 s/ALEXANDER CURRAN 							August 11 _____________________ Alexander Curran		Director 				_________, 1994 s/CHARLES J. GARDNER 				August 11 ____________________ Charles J. Gardner, Q.C.	Director 				_________, 1994 s/DONALD M. GLEKLEN							August 11 _____________________ Donald M. Gleklen		Director 				_________, 1994 s/ROBERT E. KEITH							August 11 _____________________ Robert E. Keith		Director 				_________, 1994 s/A.GRAHAM SADLER							August 11 _____________________						__________, 1994 A.Graham Sadler		Director s/WALTER R. MACDONALD						August 11 _____________________ Walter R. MacDonald		Vice President, Finance	_________, 1994 					 (Principal Finance 					 and Accounting Officer) s/THOMAS A. VASSILIADES						August 11 _____________________ Thomas A. Vassiliades	Director, President,	_________, 1994 					 and Chief Executive 					 Officer	(Principal 					 Executive Officer) and Authorized 					 Representative in 					 the United States