SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 8-K

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                                Date of Report:

                                March 11, 1996

                     AIR & WATER TECHNOLOGIES CORPORATION


  (Exact name of registrant as specified in its charter)


      Delaware                        033-17921            13-3418759
(State or other jurisdiction   (Commission               (IRS Employer
  of incorporation)                   File No.)      Identification No.)



      P.O. Box 1500
      Somerville, New Jersey                                   08876
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code (908) 685-4000



        ______________________________________________________________
        (Former name or former address, if changed since last report.)

Item 4.  Changes in Registrant's Certifying Accountant.

         (a) and (b)       By letter dated March 13, 1996 (the "March 13
Letter"), the Chairman of the Board and Chief Executive Officer of Air & Water
Technologies Corporation ("AWT") advised Arthur Andersen LLP that Arthur
Andersen would be replaced as AWT's independent accountants effective March
13, 1996 and that AWT has appointed McGladrey & Pullen, LLP, independent public
accountants, to audit the financial statements of AWT for the fiscal year
ending October 31, 1996, subject to approval of such appointment by AWT's
stockholders at AWT's Annual Meeting of Stockholders scheduled to be held on
April 29, 1996.

         The decision to change accountants was recommended by the Audit
Committee of AWT's Board of Directors and was based upon the Audit Committee's
conclusion that McGladrey & Pullen (i) could provide substantially identical
accounting and auditing services to AWT at significantly reduced costs, and
(ii) as a member of RSM International ("RSMI"), is affiliated with the French
firm Salustro Reydel, also a member of RSMI, the auditors for Compagnie
Generale des Eaux (AWT's largest stockholder).

         The auditors' reports of Arthur Andersen on AWT's financial
statements for each of the two most recent fiscal years reported upon
contained no adverse opinion or a disclaimer of opinion, nor were the reports
qualified or modified as to uncertainty, audit scope or accounting principles,
other than the report with respect to the 1994 fiscal year, which contained an
uncertainty paragraph regarding the ultimate collectibility of a significant
account receivable.  The uncertainty was satisfactorily resolved in fiscal
year 1995.  During those two fiscal years and the period from the end of the
most recent fiscal year to the date of this report on Form 8-K, there was no
disagreement with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
During this period, there were no "reportable events" as that term is defined
in Item 304(a)(1)(v) of Regulation S-K.

         AWT has requested that Arthur Andersen LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements.  A copy of such letter is filed as an Exhibit to
this Form 8-K.

(c)  Exhibits

         (16)  Letter from Arthur Andersen LLP dated March 15, 1996 regarding
         the change in certifying accountants.


                                    SIGNATURE


               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 thereunto duly authorized.


                                    Air & Water Technologies
                                       Corporation


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

March 15, 1996