U.S. Securities and Exchange Commission
                                Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)
 ___X__	  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 2005

 ______ TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
              For the transition period from ________ to ________

                        Commission File Number: 000-50216

                                     ADA-ES, INC.
         (Exact name of small business issuer as specified in its charter)

               Colorado                               84-1457385
(State of other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

               8100 SouthPark Way, B, Littleton, Colorado           80120
                 (Address of principal executive offices)         (Zip Code)

                               (303)734-1727
(Issuer's telephone number)

                               Not Applicable
(Former name, former address and former fiscal year, if changed since last
  report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
     Yes __X__     No ____

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
     Yes ____      No __X__


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PREVIOUS FIVE  YEARS

     Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
     Yes ____      No _____


     APPLICABLE ONLY TO CORPORATE ISSUERS:

  State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,610,267 Shares of Common
Stock, no par value outstanding as of November 4, 2005.

Transitional Small Business Disclosure Format: Yes______; No __X_

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PART I
Item 1.          FINANCIAL STATEMENTS

                     ADA-ES, Inc. and Subsidiary
                Consolidated Balance Sheet(Unaudited)
                          September 30, 2005
                      (amounts in thousands)

                             ASSETS

CURRENT ASSETS:
  Cash, and cash equivalents                                     $ 2,563
  Trade receivables, net of allowance for doubtful
   accounts of $5                                                  1,127
  Unbilled receivables                                             1,104
  Inventories                                                         33
  Investment in securities                                         1,239
  Prepaid expenses and other                                         241
                                                                   -----
      Total current assets                                         6,307
                                                                   -----

PROPERTY AND EQUIPMENT, at cost                                    1,350
    Less accumulated depreciation and amortization                  (984)
                                                                   -----
          Net property and equipment                                 366
                                                                   -----

GOODWILL, net of $1,556 in amortization                            2,024
INTANGIBLE ASSETS, net of $41 in amortization                        155
INVESTMENTS IN SECURITIES                                          5,684
DEFERRED TAX BENEFIT and other assets                                640
                                                                  ------
TOTAL ASSETS                                                     $15,176
                                                                  ======

           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Account payable                                                $   937
  Accrued payroll and related liabilities                            432
  Accrued expenses and other                                         223
  Deferred revenue                                                   512
                                                                   -----
      Total current liabilities                                    2,104
                                                                   -----
LONG-TERM LIABILITIES:
  Deferred compensation and other liabilities                         10
                                                                   -----
      Total long-term liabilities                                     10
                                                                   -----
STOCKHOLDERS' EQUITY:
  Preferred stock                                                     -
  Common stock no par value                                       13,762
  Accumulated other comprehensive income                               8
  Accumulated deficit                                               (708)
                                                                  ------
      Total stockholders' equity                                  13,062
                                                                  ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $15,176
                                                                  ======


See accompanying notes.

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                          ADA-ES, Inc. and Subsidiary
               Consolidated Statements of Operations (Unaudited)
           Three and Nine Months Ended September 30, 2005 and 2004
                 (amounts in thousands, except per share)

                                            3 Months ended     9 Months ended
                                         9/30/05    9/30/04  9/30/05  9/30/04
REVENUES:                                 ------    -------   ------   ------
     Mercury emission control             $2,454    $ 2,275   $6,013   $4,574
     Flue gas conditioning                   556        472    1,517    1,280
     Combustion aids and other               105         94      231      301
                                           -----      -----    -----    -----
        Total revenues                     3,115      2,841    7,761    6,155

COST OF SERVICES                           1,869      1,703    4,684    3,524
                                           -----      -----    -----    -----
GROSS MARGIN                               1,246      1,138    3,077    2,631

COST AND EXPENSES:
    General and administrative               687        542    1,873    1,438
    Research & development                   224        331      670      810
    Depreciation and amortization             41         48      123      126
                                           -----      -----    -----    -----
             Total expenses                  952        921    2,666    2,374
                                           -----      -----    -----    -----
OPERATING INCOME                             294        217      411      257

OTHER INCOME (EXPENSE):
    Interest expense                          (1)        (7)      (3)     (31)
    Other, net                                71         12      204       13
                                           -----      -----    -----    -----
     Total other income (expense)             70          5      201      (18)
                                           -----      -----    -----    -----
INCOME BEFORE TAX                            364        222      612      239
PROVISION FOR TAX EXPENSE                   (116)        -      (162)       -
                                           -----       ----     ----     ----
NET INCOME                                $  248      $ 222    $ 450    $ 239

UNREALIZED LOSSES ON CERTAIN INVESTMENTS
 IN EQUITY SECURITIES, net of tax            (35)        -       (26)      -
                                           -----      -----    -----    -----
COMPREHENSIVE INCOME                      $  213     $  222   $  424   $  239
                                          ======     ======   ======   ======
NET INCOME PER COMMON SHARE- Basic
 And Diluted                              $  .05     $  .05   $  .09   $  .06
                                          ======     ======   ======   ======
WEIGHTED AVERAGE BASIC COMMON SHARES
 OUTSTANDING                               4,819      4,288    4,822    3,905
                                          ======     ======   ======   ======
WEIGHTED AVERAGE DILUTED COMMON SHARES
 OUTSTANDING                               4,977      4,354    4,998    3,990
                                          ======     ======   ======   ======
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                             ADA-ES, Inc. and Subsidiary
         Consolidated Statements of Changes in Stockholders' Equity
                   Nine Months Ended September 30, 2005 and 2004
                               (amounts in thousands)
                                     (Unaudited)
                                             Accumulated
                              Common Stock   Other Compre- Accumulated
                             Shares  Amount   sive Income   Deficit   Total
                             ------  ------  -----------  ----------- ------
Balances, January 1, 2004     3,582  $4,467      $   -     $ (1,494)  $2,973
 Stock issued for pension
  liabilities                    22     147          -           -       147
 Stock issued for services        4      35          -           -        35
 Exercise of stock options      147     367          -           -       367
 Sale of stock                1,000   7,620          -           -     7,620
 Net income for the period       -       -           -          239      239
                              -----  ------       ------     ------    -----
Balances, September 30, 2004  4,755 $12,636      $   -     $ (1,255) $11,381
                              =====  ======      ======      ======   ======

Balances, January 1, 2005     4,796 $13,134      $    34   $ (1,158) $12,010
Exercise of stock options        41     303           -          -       303
 Tax benefit of stock
  transactions                   -      256           -          -       256
 Stock and options issued
  for services                    4      69           -          -        69
Return of shares from escrow    (20)     -            -          -        -
 Unrealized losses on
  investments                    -       -           (26)                (26)
 Net income for the period       -       -            -         450      450
                              -----  ------       ------     ------    -----
Balances, September 30, 2005  4,821 $13,762      $     8   $   (708) $13,062
                              =====  ======       ======     ======   ======

See accompanying notes.

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                          ADA-ES, Inc. and Subsidiary
                   Consolidated Statements of Cash Flows(Unaudited)
                For the Nine Months Ended September 30, 2005 and 2004
                            (amounts in thousands)

                                                           2005        2004
                                                           ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $   450      $  239
  Adjustments to reconcile net income to net
   cash provided (used) in operations:
    Depreciation and amortization                           123         126
    Accrued expenses paid with stock and options             69         182
    Deferred tax expense                                    162          -
    Loss on disposal of assets and securities                63          -
    Change in operating assets and liabilities:
    (Increase) decrease in:
        Receivables                                      (1,033)       (120)
        Inventories                                          15          (2)
        Other assets                                        (81)        (231)
      Increase (decrease) in:
        Accounts payable                                    504         423
        Accrued expenses                                    142         (49)
        Deferred revenues and other liabilities             301          (7)
                                                          -----       -----
       Net cash provided by operating activities            715         561
                                                          -----       -----
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in securities                               (7,722)     (6,996)
  Capital expenditures                                      (54)       (181)
  Proceeds from sale of securities                        7,216          -
                                                          -----       -----
      Net cash used by investing activities                (560)     (7,177)
                                                          -----       -----

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on notes payable                                  (3)       (922)
  Proceeds from sale of stock                                -        7,620
  Exercise of stock options                                 303         367
                                                          -----       -----
      Net cash provided by financing activities             300       7,065
                                                          -----       -----
Net increase in cash and cash equivalents                   455         449

Cash and cash equivalents at beginning of period          2,108         777
                                                          -----       -----
Cash and equivalents at end of period                    $2,563      $1,226
                                                          =====       =====
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
      Cash payments for interest                         $    3      $   31
                                                          =====       =====
      Stock and options issued for services              $   69      $  182
                                                          =====       =====

See accompanying notes.

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                           ADA-ES, Inc. and Subsidiary
               Notes to Consolidated Financial Statements (Unaudited)
                                   September 30, 2005

(1)  General
The accompanying consolidated financial statements were prepared in
accordance with accounting principles generally accepted in the U.S. and
reflect all adjustments which are, in the opinion of management, necessary for
fair representation of the financial results for the interim periods shown.
Such statements should be considered in conjunction with Registrant's Form 10-
KSB, filed for the year ended December 31, 2004.

(2)  Investments
Investments in available-for-sale securities consisting of equities and
corporate, government and municipal bonds maturing in the next year are
reported as a current asset at their fair value in investments in securities.
Investments in available-for-sale securities not included in current assets
are reported at their fair value cost in investments in securities.  Cumulative
unrealized gains and losses on such securities are shown, net of their tax
effect, as a component of stockholders' equity and such gains or losses
related to the current period are shown in the determination of comprehensive
income as reported on the statement of operations.

(3) Stock Based Compensation
We have elected to follow APB Opinion No. 25 and related interpretations
in accounting for our stock options and grants since the alternative fair
market value accounting provided for under Statement of Financial Accounting
Standards (SFAS) No. 123 requires use of grant valuation models that were not
developed for use in valuing employee stock options and grants. Under APB
Opinion No. 25, if the exercise price of our stock grants and options equals
the fair value of the underlying stock on the date of grant, no compensation
expenses are recognized.

If compensation cost for our stock-based compensation plans had been determined
based on the fair value at the grant dates for awards under those plans
consistent with the method of SFAS No. 123, then our net income per share for
the nine months ended September 30, 2005 and 2004 would have been adjusted to
the pro forma amounts indicated below:
                                                           September 30,
                                                       2005              2004
                                                     -------------------------
-

 Net income as reported                             $ 450,000        $ 239,000
   Deduct: Stock-based compensation cost under
    SFAS 123                                          (96,000)          (6,000)
                                                     --------          -------
      Pro forma net income (loss)                   $ 354,000        $ 233,000
                                                     ========         ========

Pro forma basic and diluted net income per share:

Pro forma shares used in the calculation of pro forma net income per common
share -

      Basic                                         4,822,000        3,905,000
      Diluted                                       4,998,000        3,990,000

Reported net income per common share -

      Basic and Diluted                                 $ .09           $ .06

Pro forma net income per common share -

      Basic and Diluted                                 $ .07           $ .06

Pro forma information regarding net income is required by SFAS 123.  The
Company's previous disclosures regarding stock-based compensation plans showed
expense related to stock options in the period granted.  The presentation above
shows that expense amortized over the estimated service period as required under
SFAS 123R.  The fair value of options granted were estimated using the Black-
Scholes valuation model. The following weighted average assumptions were used
for the nine months ended September 30, 2005 and 2004:

              Volatility                                0.36           0.35
              Expected life of options (in years)          3              4
              Dividend Yield                            0.00%          0.00%
              Risk free interest rate                   2.50%          2.50%

(4) Business Segment Information
We have three reportable segments: mercury emission control, which includes
Our Emissions Strategies activities (MEC), flue gas conditioning (FGC), and
combustion aids and other (CA).  All assets are located in the US and are not
evaluated by management on a segment basis.  All significant customers are US
companies.

                                      (amounts in thousands)
Three months ended September 30, 2005
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 2,454   $   556   $  105      $  3,115
Segment profit         $   556   $   300   $   18      $    874

Nine months ended September 30, 2005
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 6,013   $ 1,517   $  231      $  7,761
Segment profit         $ 1,163   $   775   $   34      $  1,972

Three months ended September 30, 2004
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 2,275   $   472   $   94      $  2,841
Segment profit         $   366   $   198   $   10      $    574

Nine months ended September 30, 2004
------------------------------
                           MEC       FGC       CA         Total
Total revenue          $ 4,574   $ 1,280   $  301      $  6,155
Segment profit         $   680   $   636   $   19      $  1,335



A reconciliation of reported total segment profit to Net Income for
the periods shown above is as follows:
                                              (amounts in 000's)
                                           2005             2004
                                           ----             ----
                                       3 mos.   9 mos.   3 mos.   9 mos.
                                      ------  ------   ------  ------
Total segment profit                  $  874   $1,972   $  574   $1,335
Non-allocated general & admin expenses  (539)  (1,438)    (309)    (952)
Depreciation and amortization            (41)    (123)     (48)    (126)
Interest, other income and taxes         (46)      39        5      (18)
                                        ----     ----     ----     ----
Net Income                            $  248   $  450   $  222   $  239
                                        ====     ====     ====     ====

(5) Performance Guarantee - Activated Carbon Injection System
The Company has granted a performance guarantee to the owner of the
power plant for the ACI system it expects to deliver in December 2005 that
warrants (a) the performance of the associated equipment for an approximate two-
year period from a defined start-up date and (2) sets forth the achievement of a
certain level of mercury removal based upon the injection of a specified
activated carbon at a specified rate given other plant operating conditions.
The mercury removal is to be measured as the average of three one-hour tests
conducted within the first year of operation.  In the event the equipment fails
to perform as specified the Company is obligated to correct or replace the
equipment.  In the event the level of mercury removal is not achieved the
Company has a "make right" obligation within the contract limits.

Based on engineering estimates standard in the industry and equipment purchased
thus far, the Company has estimated and accrued an amount for the equipment
warranty, which amount will be charged with any warranty cost incurred during
the warranty period.  As of September 30, 2005 no material amounts have been
accrued or charged.

(6) Subsequent Event
In October 2005 the Company entered into several Subscription Agreements and
privately sold 789,089 shares of common stock for total proceeds of $13.4
million.  Net proceeds to the Company from the sales are expected to total
approximately $12.6 million.
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Item 2.Management's Discussion and Analysis or Plan of Operation.

This Quarterly Report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that involve risks and uncertainties. The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the audited consolidated
financial statements and related notes thereto included in our Annual Report
on Form 10-KSB for the year ended December 31, 2004. Words or phrases such as
"will," "hope," "expect," "anticipate," "intend," "plan" or similar
expressions are generally intended to identify forward-looking statements.
Forward-looking statements in this report include statements regarding our
expectations for market growth; the impact of governmental regulations and the
outcome of pending litigation contesting them; expected growth in revenues,
operating cash flow and research and development expenses; anticipated
declines in chemical purchases by the Midwestern power plant, gross margins
and interest expenses; expenses under our defined contribution and 401(k)
plan; our ability to meet the schedule for the ACI system at the Iowa power
plant; our ability to satisfy performance guaranties; sufficiency of working
capital; future capital expenditures; realization of net deferred tax assets;
outcome of any governmental audits of our contracts; availability of skilled
labor; the impact of our implementation of SFAS Nos. 154 and 123R and no
material effect on our internal controls.  Forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from the results discussed herein.

The principal risks and uncertainties that may affect our actual performance
and results of operations include the following: general economic conditions;
adverse weather; changes in federal income tax laws and federal funding for
environmental technology/specialty chemicals programs; changes in federal and
state governmental regulations; changes in governmental and public policy; the
outcome of pending litigation regarding EPA regulations; permitting
requirements; changes in market demand and cost/benefit analysis of our
products and services; results of demonstrations of our technologies;
construction of new coal-fueled power plants and significant retrofitting of
existing plants; availability and price of coal compared to other energy
sources; changes in relationships with key business partners; intellectual
property protection of our technologies; dependence on key employees;
availability of skilled personnel; changes in economic conditions specific to
one or more of our markets and businesses; competition; availability of raw
materials; and unexpected operations difficulties. Other risks and
uncertainties may also affect the outcome of our actual performance and
results of operations. You are cautioned not to place undue reliance on the
forward-looking statements made in this Management's Discussion and Analysis
of Financial Condition and Results of Operations.


OVERVIEW
We develop and implement proprietary environmental technology and specialty
chemicals that mitigate the environmental impact from electric power and
industrial companies while reducing operating costs.  Revenues are generated
through (1) time and materials and fixed-price contracts for the emerging
mercury emission control (MEC) market, several of which are co-funded by
government (Department of Energy - DOE) and industry, (2) the sale of
specialty chemicals and services for flue gas conditioning (FGC), and (3) the
sale of combustion aid (CA) chemicals and services, primarily ADA-249 through
a joint venture with Arch Coal.

Mercury has been identified as a toxic substance and pursuant to a court
order the EPA issued regulations for its control in March 2005. Such
regulations are being contested by as many as fourteen different states and
four environmental groups for failure to meet court-mandated standards.  The
impact of those regulations on the future of our business, and the long-term
growth of the MEC market for the electric utility industry will most likely
depend on the final outcome of that court action and how industry chooses to
respond to those federal and other state regulations, which are in various
stages of enactment.  As many as 1,100 existing coal-fired boilers may be
affected by such regulations, when they are fully implemented.  Permitting of
new coal-fired plants generally requires them to meet more stringent
requirements that likely include MEC. For the near-term, our revenues from
this market will depend on (i) DOE- and industry-funded contracts mentioned
above, (ii) mercury testing services and (iii) equipment sales and commissions
on sorbents sold to new plants and existing plants affected by the
implementation of enacted regulations.  Although we expect this market to show
steady growth over the next several years, we do not expect significant
revenue growth unless and until federal regulations impact a significant
portion of existing boilers.

The market for our FGC chemicals and services is relatively flat and is
expected to only show modest growth, if any, in the near-term.  Margins on
these products are typically higher than what we recognize for our present
MEC sales and represent an important contribution to overall profitability.

In spite of several successful demonstrations, market acceptance for our CA
products has not grown as expected.  We are selling our ADA 249 product in a
joint venture with Arch Coal, Inc.

During the second quarter of 2004 we signed a commercial contract to supply
and install a FGC system to improve capture of flyash particles at a
Midwestern coal-fired power plant. The plant has made provisions to switch to
coal from the Wyoming Powder River Basin (PRB).  The contract called for the
purchase and installation of the equipment for approximately $300,000, which
was installed and operational in December 2004, and at such time began routine
injection of our proprietary chemical.  During the first three quarters of
2005, the plant purchased $654,000 in chemicals from us.  We expect such
purchases to decrease in the fourth quarter of 2005 as the plant has informed
us they intend to minimize their chemical purchases for the balance of the
year.

We were recently awarded a contract for approximately $1.5 million to supply
an activated carbon injection (ACI) system for mercury emission control at a
new power plant being constructed in Iowa.  The terms of the purchase order
require delivery of the major components of the system in December 2005, which
schedule we expect to meet.  We will recognize revenue on this contract based
on the percentage of completion method, and therefore expect to recognize the
majority of the contract value in 2005, which may amount to as much as 15% of
our revenues for 2005. Through the 3rd quarter 2005 we have recognized a total
of $770,000 in revenue on this project based on the estimated percentage of
completion.  We have provided a performance guarantee to the owner of the
power plant for the ACI system that sets forth the achievement of a certain
level of mercury removal based upon the injection of Norit activated carbon at
a specified rate.  Although management believes, based on extensive full-scale
tests, that the guaranteed performance is conservative and has a very high
probability of being met, we cannot assure you that such performance will be
achieved.  In the unlikely event that the guaranteed performance is not
achieved, we could be required to spend up to the contract amount to achieve
such performance.

In September, we announced that we had been awarded a second contract to
supply a commercial mercury control system for a new power plant. The
contract, valued in excess of $1 million, is for activated carbon injection
equipment to control mercury emissions from a new 575 MW coal-fired power
plant being built in the Upper Midwest. The equipment is expected to be
designed, fabricated, and delivered before the end of the first quarter of
2006.

In October 2005 we entered into several Subscription Agreements and privately
sold 789,089 shares of our common stock to a limited number of institutional
accredited investors (the Investors) at a price of $17.00 per share, for a
total offering price of $13,414,513. The net proceeds to us from the sales are
expected to total $12.6 million.  Pritchard Capital Partners, L.L.C. and Adams
Harkness, Inc. acted as the placement agents for the sales and received a
total cash fee of 6% of the gross proceeds of the offering as well as
reimbursement for certain offering expenses.  This private placement was
conducted in accordance with Rule 506 of Regulation D of the Securities Act of
1933, as amended.  The shares purchased in the offering are restricted
securities that may not be offered or sold in the United States, except
pursuant to the effectiveness of a registration statement or an applicable
exemption from the registration requirements of the Securities Act of 1933.
We have agreed to file a registration statement within 90 days covering resale
of the shares by the private placement investors. The shares also carry
certain "piggy-back" and other registration rights.


Liquidity and Capital Resources
We had a positive working capital of approximately $4.2 million at September
30, 2005. This amount represents an increase of $974,000 during the first nine
months of the year. The increase reported is net of the reclassification of
$522,000 related to investments in securities previously classified as current
assets because they were previously accounted for as held-to-maturity
investments.  During the second quarter of 2005 we evaluated all our
investments in securities and determined, based on trading activity or the
potential for such activity, that all such investments should be accounted for
as available-for-sale securities.  See footnote 2 to the financial statements
included above. In addition to the working capital noted above, we have
investments in securities included in other non-current assets that amount to
approximately $5.7 million at September 30, 2005 and the net proceeds of the
private placement of our common stock in October, discussed above, that are
available.  We intend to retain our current investments in securities to
demonstrate strength in our financial position to support guarantees we expect
to provide on sales of activated carbon systems.  Management believes that
existing and expected improving working capital, through continued and
improved cash flow from ongoing operations, will be sufficient to meet our
anticipated needs through 2006. However, we cannot guarantee that the positive
cash flow that has been achieved will continue.

Our principal sources of liquidity are our existing working capital,
our operating cash, our investments in securities noted above, and the
proceeds from the private placement discussed above.  The continuation of
positive cash flow depends somewhat upon the continuation of chemical sales
and operations of the (FGC) units currently in-place in Illinois, Louisiana
and Iowa, each of which provide an average monthly cash flow of approximately
$28,000. Unsatisfactory results, which could be caused by a combination or
single factor such as changes in coal, mechanical difficulties (whether in the
FGC unit or otherwise), and/or overall cost/benefit analysis, at any of those
units may decrease or end the sale of chemicals for such units.  As noted
above we expect the chemical sales to the plant in Illinois to be less in the
fourth quarter of this year.  We are also performing services under three DOE
and industry co-funded contracts, which overall are expected to produce an
estimated $3.8 million in revenues in 2005. Of that amount approximately 20%
represents cost share amounts from industry partners, and 80% represents
reimbursement from DOE for costs that pass through us. Currently, the DOE has
approved future funding for approximately $6.2 million of its share of the
remaining portions of those contracts, which amount we expect to recognize as
revenue in the future as we perform work on the contracts. If further funding
were not approved or funds are not appropriated by the U.S. Congress, we would
decrease or cease activities on those contracts and would expect to maintain a
positive cash flow but at a reduced level.

We estimate spending approximately $310,000 for capital expenditures in 2005
to sustain and improve ongoing operations. We expect to fund these
requirements out of existing working capital and cash flow from operations.

We maintain a defined contribution and 401(k) plan covering all eligible
employees.  We match up to 5% of salary amounts deferred by employees in the
Plan.  During the first nine months of 2005, we recognized $69,000 of matching
expense; we expect this expense to amount to approximately $105,000 for the
year.  In the past we have also made discretionary contributions to the Plan
and profit sharing distributions to employees.  Based on results for 2004 such
amount totaled approximately $160,000 and was paid in the form of cash to all
eligible employees in February 2005 with 50% of such amount being made as a
contribution to the Plan.  During the first nine months of 2005, we accrued
$150,000 for such payments based on results for 2005 through September 30,
2005.

We have recorded net deferred tax assets of $516,000 as of September 30, 2005.
Based on existing R&D contracts supported by the DOE and industry, and other
expectation of continuing work, we have determined that it is more probable
than not that those deferred tax assets will be realized in the future.

Cash flow provided by operations totaled $715,000 for the first nine months of
2005 compared to $561,000 for the same period in 2004. Cash flow from
operations in 2005 was greater than 2004 as the result of increased net income
and increases in payables, net of an increase in accounts receivable,
including unbilled receivables, which reduced cash on hand as compared to
2004.  Cash flow provided from operations in both periods resulted primarily
from the operating income plus non-cash charges for depreciation,
amortization, deferred taxes and expenses paid with stock and stock options
plus and minus other components of working capital. Cash flow from net
investing activities for the first nine months of 2005 includes a use for
investments in securities of $(7,722,000), proceeds from sales of securities
of $7,216,000, and capital expenditures of $(54,000).  Cash flow from
financing activities in 2005 consisted of payments on notes payable of
$(3,000), and proceeds from the exercise of stock options of $303,000.  Cash
flow from investing activities for the first nine months of 2004 includes a
use for capital expenditures of $(181,000) and investments in securities of
$(6,996,000). Cash flow from financing activities in the first nine months of
2004 consisted of payments on notes payable $(922,000), proceeds from the sale
of stock of $7,620,000 and proceeds from the exercise of stock options of
$367,000.

Results of Operations
Revenues
Revenues totaled $3,115,000 and $7,761,000 for the third quarter and first
nine months of 2005, respectively, versus $2,841,000 and $6,155,000,
respectively for the same periods in 2004. Revenues in the third quarter of
2005 increased $179,000 and $84,000 due to increased sales in MEC and FGC
activities, respectively. The increase in MEC revenues for the period is the
result primarily of increased mercury measurement services, which commenced in
the third quarter of 2004 and which totaled $1,583,000 during the first nine
months of 2005.  MEC revenues in the third quarter of 2004 include the
commercial sale of an activated carbon injection (ACI) system of $656,000,
whereas MEC revenues for the third quarter of 2005 include percentage of
completion revenues totaling $770,000 for an ACI system to be delivered later
in the year.

FGC revenues for the first nine months of 2005 were higher than in the same
period in 2004 due to increased chemicals sales for the system installed in
December 2004 noted above, net of sales made to another customer in 2004 who
has not continued purchases in 2005.  CA and other revenues decreased by
$11,000 in the third quarter of 2005 compared to the same period in 2004.  CA
revenues for the first nine months of 2004 include sales to a customer who has
not purchased on a routine basis thus far in 2005.  In order for CA revenues
to grow appreciably, we will need to add additional customers.

Work under our several DOE and industry supported field demonstration projects
continued generally at a pace anticipated in the schedules proposed in the
awarded contracts.  These activities contributed approximated $3.3 million and
$3.3 million to MEC revenues recognized for the first nine months of 2005 and
2004, respectively. Our government contracts are subject to audit by the
federal government, which could result in adjustment(s) to previously
recognized revenue. We believe, however, that we have complied with all the
requirements of the contracts and future adjustments, if any, will not be
material.   Based on contracts in hand and other anticipated work, total
revenues for 2005 are anticipated to grow by approximately 20% from the 2004
level.  We have been hiring personnel in response to the growth realized and
adequate resources of skilled labor appear to be available to cover the
anticipated needs.

Cost of services increased by $166,000 and $1,160,000 in the third quarter and
first nine months of 2005, respectively, as compared to the same periods in
2004.  The increase is a result of the increased revenue generating activities
noted above. ADA-ES experienced gross margins in those periods in 2005 of 40%
and 40%, respectively and in 2004 of 40% and 43%, respectively.  Management
expects the amount of time and materials related work, and fixed price
consulting and sale of ACI systems for the near term to represent an
increasing source of revenues wherein the anticipated gross margins are less
than for our specialty chemical sales.  We expect gross margins for 2005 to
decline somewhat from the levels achieved in 2004, as a result of an
increasing proportion of that work in our revenue mix.

Research and development expenses in the third quarter and first nine months
of 2005 were $107,000 less and $140,000 less than the same periods in 2004.
The decreases reflect our lower level of cost share in government and industry
supported contracts in 2005.  We incur R&D expenses not only on direct
activities we conduct but also by sharing a portion of the costs in the
government and industry programs in which we participate.  We anticipate that
future consolidated research and development expenses, except for those
anticipated to be funded by the DOE contracts and others that may be awarded,
will grow at about 10% per year for the next several years.

General and administrative expenses increased by $145,000 to $687,000 in the
third quarter of 2005 and by $435,000 in the first nine months of 2005 as
compared to the same periods in 2004.  The increase results primarily from
increases in administrative staff, increased cost of corporate governance and
government compliance, NASDAQ listing fees, and other general increases in
costs.

Our interest expense totaled approximately $3,000 for the first nine months of
2005 as compared to $31,000 for the same period in 2004.  We repaid all of our
significant term debt in mid-2004 and as a result, we expect future interest
expense to be minimal.  Other income, net of $204,000 shown for the first nine
months of 2005 includes interest income from investments and other
miscellaneous receipts, net of related fees and costs.

Critical Accounting Policies and Estimates
Significant estimates are used in preparation of the financial statements and
include (1)our allowance for doubtful accounts, which is based on historical
experience; (2)our valuation and classification of investments in available-
for-sale securities, which is based on estimated fair market value; and (3)our
percentage of completion method of accounting for significant long-term
contracts, which is based on estimates of gross margins and of the costs to
complete such contracts.

A significant amount of our accounts receivable ($402,000 and
$7,000 at September 30, 2005 and 2004 respectively) is from the federal
government. Amounts invoiced for government contracts are subject to change
based on the results of future audits by the federal government. We have not
experienced significant adjustments in the past, and we do not expect that a
significant adjustment will be made in the future. We use our judgment to
support the current fair value of goodwill and other intangible assets of $2.2
million on the consolidated balance sheet. Although in a prior year we had an
independent valuation prepared, which supports its recorded value, and
management believes the fair value of other recorded intangibles is not
impaired, market demand for our products and services could change in the
future requiring a write-down in recorded values. As with all estimates, the
amounts described above are subject to change as additional information
becomes available.

New Accounting Pronouncements

In June 2005, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards No, 154, or SFAS 154, "Accounting
Changes and Error Corrections - a replacement of APB No. 20 and FAS No. 3."
SFAS 154 requires that a voluntary change in accounting principle be applied
retrospectively with all prior period financial statements presented on the
basis of the new accounting principle. SFAS 154 also requires that a change in
method of depreciating or amortizing a long-lived non-financial asset be
accounted for prospectively as a change in estimate, and correction of errors
in previously issued financial statements should be termed a restatement. SFAS
154 is effective for accounting changes and correction of errors made in
fiscal years beginning after December 15, 2005. We will adopt SFAS 154
effective January 1, 2006 and expect no material impact on our consolidated
financial statements as a result of the adoption.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment". This
Statement is a revision of FASB Statement No. 123, "Accounting for Stock-
Based Compensation". This Statement supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees", and its related implementation
guidance. SFAS No. 123R establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services, or incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments.  SFAS No. 123R focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions and requires us to measure and
recognize costs of share-based payment transactions in the financial
statements.  Unless implementation is delayed by the U.S. Congress or other
authorities, we must implement SFAS No. 123R as of the beginning of the first
interim or annual reporting period that begins after December 15, 2005.  We
are evaluating the impact of SFAS No. 123R on our financial statements and
believe the impact may be material if equity instruments are used as a
significant means of compensation in the future.

Item 3.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that we are
able to collect the information we require to disclose in the reports we files
with the Securities and Exchange Commission (SEC), and to process, summarize
and disclose this information within the time periods specified in the rules
of the SEC. Based on their evaluation of our disclosure controls and
procedures which took place as of September 30, 2005, the end of the period
covered by this report, the Chief Executive and Financial Officers believe
that these controls and procedures are effective to ensure that we are able to
collect, process and disclose the information we are required to disclose in
the reports we file with the SEC within the required time periods.

We also maintain a system of internal controls designed to provide
reasonable assurance that: transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary (1) to permit preparation of financial statements in conformity
with generally accepted accounting principles, and (2) to maintain
accountability for assets; access to assets is permitted only in accordance
with management's general or specific authorization; and the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

During our last fiscal quarter, there have been no significant
changes in such controls or in other factors that have materially affected,
or are reasonably likely to materially affect, those controls.

PART II.  OTHER INFORMATION

Item 6.  Exhibits

3.1*    Amended and Restated Articles of Incorporation
3.2     Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
        to the Form 8-K dated October 13, 2005 filed on October 14, 2005)
4.1     Form of specimen common stock certificate (incorporated by reference
        to Exhibit 4.1 to the Form 8-K dated October 21, 2005 filed on October
        26, 2005)
10.1    Registration Rights Agreement dated as of October 21, 2005 among ADA-
        ES and various investors party thereto (incorporated by reference to
        Exhibit 10.1 to the Form 8-K dated October 21, 2005 filed on October
        26, 2005)
31     Certification of Chief Executive and Chief Financial Officer of ADA-ES,
       Inc. Pursuant to 17 CFR 240.13a-14(a)or 17 CFR 240.15d-14(a)
32     Certification Pursuant to 18 U.S.C. Section 1350

*Filing to replace previously filed Articles that inadvertently omitted the
last paragraph reflecting our principal office address.  No amendments have
been made.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    ADA-ES, Inc.
                                  -------------
                                   Registrant

Date:  November 10, 2005         /s/ Michael D. Durham
                                 ----------------------
                                   Michael D. Durham
                       President and Chief Executive Officer


Date:  November 10, 2005        /s/ Mark H. McKinnies
                                ----------------------
                                 Mark H. McKinnies
                             Chief Financial Officer