As filed with the Securities and Exchange Commission on March 30, 1999

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HAGLER BAILLY, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

54-1759180
(I.R.S. Employer Identification No.)

1530 Wilson Boulevard
Arlington, VA 22209-2406
(703) 351-0300
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)

Hagler Bailly, Inc. Employee Incentive and Non-Qualified Stock
Option and Restricted Stock Plan
(Full title of the Plan)

Stephen V. R. Whitman
Senior Vice President and General Counsel
Hagler Bailly, Inc.
1530 Wilson Boulevard
Arlington, VA 22209-2406
(703) 351-0300

(Name, address and telephone number, including area code, of agent for service)

Copy to:
David B.H. Martin, Jr., Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
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CALCULATION OF REGISTRATION FEE

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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered Registered per share (1) price (1) fee (1)
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Common Stock 1,800,000 $6.25 $11,250,000.00 $3,127.50
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(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of registration fee. The proposed maximum offering price per share
was determined by calculating the weighted average exercise price of 1,800,00
shares of Common Stock being offered at an exercise price of $6.25 based on the
average of the bid and ask prices per share of the Common Stock on March 23,
1999, as reported on The Nasdaq National Market.

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Pursuant to Instruction E of Form S-8, this registration
statement is being filed to register additional securities of the same class as
were registered on the Form S-8 filed by the Registrant on June 12, 1998, SEC
Registration No. 333-56759, the contents of which are incorporated by reference
herein.

PART II

Item 8. Exhibits.

Exhibit
Number Description

5 Opinion of Stephen V.R. Whitman, Esq. regarding the legality of the shares being registered.

23.1 Consent of Stephen V.R. Whitman, Esq. (included in his opinion filed as Exhibit 5 hereto).

23.2 Consent of Ernst & Young LLP.

24.1 Power of Attorney (included on signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Arlington, Commonwealth of Virginia, on this ___ day
of _______, 1999.

HAGLER BAILLY, INC.

By:
Henri-Claude A. Bailly
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Henri-Claude A. Bailly and
Stephen V.R. Whitman, and each of them, his or her true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any amendments to this Registration Statement, and to file the same,
with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

Signature Title Date

/s/ Henri-Claude A. Bailly President and Chief March 30, 1999
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Henri-Claude A. Bailly Executive Officer (Principal
Executive Officer)

/s/ Glenn J. Dozier Senior Vice President, Chief March 30, 1999
Glenn J. Dozier Financial Officer and Treasurer
(Principal Financial Officer
and Principal Accounting Officer)

/s/ Howard W. Pifer, III Chairman March 30, 1999
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Howard W. Pifer, III

/s/ Gene Brown Director March 30, 1999
R. Gene Brown

/s/ Jasjeet S. Cheema Director March 30, 1999
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Jasjeet S. Cheema

/s/ William E. Dickenson Director March 30, 1999
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William E. Dickenson

/s/ Robert W. Fri Director March 30, 1999
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Robert W. Fri

/s/ Richard H. O'Toole Director March 30, 1999
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Richard H. O'Toole

/s/ Fred M. Schriever Director March 30, 1999
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Fred M. Schriever

/s/ Alain M. Streicher Director March 30, 1999
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Alain M. Streicher

/s/ Michael D. Yokell Director March 30, 1999
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Michael D. Yokell

EXHIBIT INDEX

Exhibit

5 Opinion of Stephen V.R. Whitman, Esq.
23.1 Consent of Stephen V.R. Whitman, Esq. (See Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).