UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Heritage-Crystal Clean, Inc.

(Exact name of registrant as specified in its charter)

Delaware	26-0351454
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
2175 Point Boulevard,
Suite 375	60123
Elgin, IL
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
To be so registered	Each class is to be registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates: 333-143864

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

A description of the registrant’s Common Stock, par value $0.01 per share, is incorporated herein by reference to the section entitled “Description of Capital Stock” contained in the registrant’s Registration Statement on Form S-1 (File No. 333-143864), filed with the Securities and Exchange Commission on June 19, 2007, as amended on August 3, 2007, August 31, 2007, January 4, 2008, February 1, 2008, February 8, 2008, February 25, 2008 and March 7, 2008, and as may be amended after the date hereof. Any form of prospectus that is subsequently filed by the registrant pursuant to Rule 424(b) of the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the registrant are registered on The Nasdaq Global Market and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	HERITAGE-CRYSTAL CLEAN, INC.
Date: March 5, 2008	By:	/s/ Joseph Chalhoub
	Name:		Joseph Chalhoub
	Title:		President, Chief Executive Officer and Director