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 March 31, 1997
                                        
 ______TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
 
               For the transition period from ________ to ________
                                        
                         Commission File Number: 0-6088
                                        
                                EARTH SCIENCES, INC.
                      ------------------------------------
        (Exact name of small business issuer as specified in its charter)
                                        
                           Colorado                   84-0503749
           -----------------------------------------------------------
           (State of other jurisdiction                (I.R.S. Employer
           of incorporation or organization)           Identification No.)
 
             910 12th Street, Golden, Colorado                 80401
            ---------------------------------------------------------
           (Address of principal executive offices)        (Zip Code)
 
                                  (303)279-7641
                            ------------------------
                           (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 reported 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____
 
                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                                        
      Indicate the number of shares outstanding of each of the issuer's
 classes of common stock, as of May 9, 1997:  8,620,051 Shares of Common
 Stock, one cent par value.
 
 Transitional Small Business Disclosure Format: Yes______ ; No     X
 
 <PAGE>
 FINANCIAL STATEMENTS
 
 
                      Earth Sciences, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                 March 31, 1997
                                        
                                                   UNAUDITED
 Assets                                     (amounts in thousands)
 Current assets:
      Cash, and cash equivalents                   $ 1,163
      Receivables                                        7
      Prepaid expenses and other                     1,623
                                                    ------
           Total current assets                      2,793
 Property, plant and equipment, at cost             18,023
     Less accum. depreciation and amortization      (5,040)
                                                    ------
           Net property and equipment               12,983
 Other assets                                        1,966
                                                    ------
                                                   $17,742
                                                    ======
 Liabilities and Stockholders' Equity
 Current liabilities:
      Notes payable and current installments of
      long-term debt                               $   309
      Accounts payable                                 327
      Accrued expenses                                  75
                                                    ------
           Total current liabilities                   711
 Long-term liabilities:
 Deferred revenues                                   9,382
 Long-term debt, excluding current installments        161
 Convertible debentures                              3,347
 Other liabilities                                     391
                                                    ------
                                                    13,281
 Stockholders' equity:
      Common stock $.01 par value                       86
      Additional paid-in capital                     8,787
      Retained deficit                              (3,179)
      Cumulative translation adjustments            (1,943)
      Treasury stock                                    (1)
                                                    ------
           Total stockholders' equity                3,750
                                                    ------
                                                   $17,742
                                                    ======
 See accompanying notes.
                                        
 <PAGE>
                      Earth Sciences, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                   Three Months Ended March 31, 1997 and 1996
 
                                               UNAUDITED
                                     1997           1996
                                        (amounts in thousands)
 REVENUES:
      Royalty income                     $  -             207
      Other                                 40              8
                                         -----          -----
                                            40            215
                                         -----          -----
 EXPENSES:
      Operating                            126             83
      General and administrative           137             94
      Interest expense                     196             17
      Depreciation and amortization         39             57
                                         -----          -----
                                           498            251
                                         -----          -----
           Net loss                      $(458)           (36)
                                         =====          =====
      Net loss per common share         $ (.05)          (.01)
                                         =====          =====
      Weighted average common
        shares outstanding            8,537,000       6,355,000
                                      =========       =========
 
 
                      Earth Sciences, Inc. and Subsidiaries
                 Consolidated Statements of Accumulated Deficit
                   Three Months Ended March 31, 1997 and 1996
                                        
                                                   UNAUDITED
                                               1997          1996
                                            (amounts in thousands)
 
 Retained deficit as of January 1           $ (2,721)        (2,713)
 
 Net loss for the period                        (458)           (36)
                                               -----          -----
 Retained deficit as of March 31            $ (3,179)        (2,749)
                                               =====          =====
 
 
 See accompanying notes.
 
 
 <PAGE>
 
                      Earth Sciences, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 1997 and 1996
                                                          UNAUDITED
                                                     1997           1996
                                                    (amounts in thousands)
 Cash flows from operating activities:
   Cash received from customers                    $  112            286
   Cash paid to suppliers and employees              (206)          (188)
   Dividends and interest received                     47              4
   Interest paid                                       (4)            (6)
                                                    -----          -----
      Net cash provided (used) by operating
      activities                                      (51)            96
 Cash flows from investing activities:
   Notes receivable funded                            (50)           (70)
   Capital  expenditures                             (816)           (11)
   Increase in payables related to capital
    expenditures                                      132             -
   Sale of marketable securities                       -             285
   Increase in other assets                          (987)            -
                                                    -----          -----
      Net cash provided (used) by investing
      activities                                   (1,721)           204
 Cash flows from financing activities:
 Payments on notes and long-term debt                  (2)            (2)
 Proceeds from issuance of common stock                42             -
 Net proceeds from convertible debentures           2,309             -
                                                    -----          -----
      Net cash provided (used) by financing
      activities                                   2,349              (2)
                                                    -----          -----
 Net increase (decrease) in cash and cash
  equivalents                                         577            298
 Cash and cash equivalents at beginning of period     586            262
                                                    -----          -----
 Cash and equivalents at end of period             $1,163            560
                                                    =====          =====
 
 Reconciliation of net loss to net cash provided by operating activities:
 Net loss                                          $ (458)           (36)
 Adjustments to reconcile net loss to net cash
   used in operations:
   Depreciation and amortization                       39             57
   (Increase) decrease in receivables                  94             74
   (Increase) decrease in other assets                 25             (2)
    Increase in payables                               61              3
    Non-cash interest expense on convertible
     debentures                                       188             -
                                                    -----          -----
 Net cash provided (used) by operating activities $   (51)             96
                                                    =====          =====
 
 
 See accompanying notes.
 
 
 <PAGE>
 
 
                      Earth Sciences, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 1996
 
 (1)  General
 
 The accompanying consolidated financial statements were prepared in
 accordance with generally accepted accounting principles 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 1996 Form 10-
 KSB.
 
 
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
 
 Liquidity and Capital Resources
 
 Management believes that existing working capital and recent convertible
 debentures are sufficient to fund revamp construction and start up activities
 at Calgary and planned operations until positive cash flow is achieved in
 Calgary, which is anticipated in the 4th quarter of 1997.  The achievement of
 such positive cash flow is dependent upon several factors including
 commercialization of the purification process, success in marketing product
 and competition, any of which could delay or frustrate such achievement.
 Additional funds may be required to meet the further obligations associated
 with the ADA acquisition, exercise of the Yankee Option, further exploration
 work on the Cerro Gordo property, and any expanded exploration activities in
 Venezuela.  Private placements of common stock, convertible debentures and
 bank borrowings may be evaluated to fund such requirements.  In March and
 April 1997, Registrant issued $3,645,000 of 4% convertible debentures and
 received a net proceeds of $3,316,000.
 
 Based  on  current estimates, the Calgary facility will require an additional
 approximately  Can. $2 million to finalize revamp construction  and  re-start
 the plant for the production of purified phosphate products, planned for late
 May  1997.   Registrant expects to finance those requirements  from  existing
 working capital and the convertible debentures sold in April 1997.
 
 Registrant  is  funding  the majority of cash costs of  the  Venezuelan  gold
 exploration activities.  Activities planned on the existing contract  and  on
 those  concessions expected to be acquired in the future can be  met  through
 existing  working capital. Registrant plans to raise the additional  capital,
 if  and when needed, through further private placements of stock, convertible
 debentures and/or joint venture arrangements, if appropriate.
 
 Cash flows from operations totaled a deficit of $51,000 for the first quarter
 of 1997 as compared to $96,000 for the same period in 1996. Cash flows from
 investing activities included funding of a note receivable of $50,000,
 capital expenditures of $816,000, increase in payables related to capital
 expenditures of $132,000 and an increase in other assets of $987,000.  Cash
 flows from financing activities included repayments on notes and long-term
 debt of  $2,000, proceeds from issuance of common stock of $42,000 and
 proceeds from convertible debentures of $2,309,000.
 
 Results of Operations
 Registrant  recognized $207,000 in revenue from the production  and  sale  of
 gold  and  silver  from its royalty in the San Luis gold mine  in  the  first
 quarter of 1996.  Production from the mine ended in November 1996.
 
 Operating  expenses  as  well  as general and  operating  expenses  increased
 significantly  in the 1st quarter of 1997 as compared to 1996  as  staff  and
 activities related to the Calgary facility expanded and Registrant  increased
 investor relations activity.
 
 Based on a recently adopted position of the SEC staff, the discount on
 convertible debt issued at a discount from market in substance represents
 additional yield to the investor and is to be recognized as interest expense
 over the period from the issuance of the debt until it may be converted. The
 application of this position significantly impacts interest expense
 recognized by Registrant.  For the 1st quarter of 1997, interest expense
 includes a total of $188,000, which represents the recognition of a portion
 of the 25% discount upon conversion to the market of $2,760,000 of
 convertible debentures issued in March 1997.  Interest expense of $732,000 is
 expected to be recognized in the 2nd Quarter of 1997 from these debentures
 plus an additional $312,000 from $935,000 of convertible debentures issued in
 April 1997.  Management of Registrant believes that the proceeds received
 from the convertible debentures and the discount offered on conversion of the
 debt is a fair representation of the net proceeds the Registrant would
 otherwise expect to receive from an equity offering of a like number of
 shares after consideration of all associated commissions, costs and expenses.
 
                           PART II.  OTHER INFORMATION
                                        
 Item 1.  Legal Proceedings
       Reported in Item 3 of Registrant's 1996 Form 10-KSB.
 
 Item 2.  Changes in Securities
       None.
 
 Item 3.  Defaults upon Senior Securities
       None.
 
 Item 4.  Submission of Matters to a Vote of Security Holders
       None.
 
 Item 5.  Other Information
       None.
 
 Item 6.  Exhibits and Reports on Form 8-K
      (a) Exhibits - No change from Item 13 of Registrant's 1996 Form 10-KSB
 and Item 7 of Registrant's April 30, 1997 Form 8-K.
 
           Exhibit 27  - Financial Data Schedule (electronic filing only)
 
      (b) Forms 8-K - Registrant filed a Form 8-K dated April 30, 1997
 reporting the acquisition of an interest in ADA Environmental
 Solutions LLC ("ADA"). Included in that filing were the December 31, 1996
 audited financial statements of ADA.
                                        
                                        
                                   SIGNATURES
                                        
      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.
 
 
                                             Earth Sciences, Inc.
                                                  Registrant
 
 Date:  May 14, 1997                        /s/ Mark H. McKinnies
                                             Mark H. McKinnies
                                      President and Chief  Financial Officer