U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                        
                                   FORM 10-QSB/A
                           AMENDMENT #1 TO PART I, ITEM 1

(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, 1998
                                        
__________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 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____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                                        
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of  the latest practicable date:  21,893,739 Shares of
Common Stock, one cent par value outstanding as of November 6, 1998.

Transitional Small Business Disclosure Format: Yes______ ; No     X

                                        1
<PAGE>
FINANCIAL STATEMENTS
                      Earth Sciences, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                September 30, 1998
                                        
                                                             UNAUDITED
               Assets                              (amounts in thousands)
Current assets:
  Cash, and cash equivalents                                $    451
  Trade receivables, net of allowance for 
    doubtful accounts of $6                                      735
  Inventories                                                    655
  Prepaid expenses and other                                      88
                                                               -----
     Total current assets                                      1,929

Property, plant and equipment, at cost                        21,116
    Less accum. depreciation and amortization                 (5,355)
                                                              ------
     Net property and equipment                               15,761

Other assets:
  Goodwill, net of accum. amortization of $150                 3,099
  Other, net of accum. amortization of $1                         68
                                                              ------
     Total other assets                                        3,167
                                                              ------
Total Assets                                                 $20,857
                                                              ======

          Liabilities and Stockholders' Equity
Current liabilities:
  Account payable and notes payable                         $  1,026
  Accrued salaries, wages and benefits                           279
  Other accrued liabilities                                      447
  Billings in excess of costs on uncompleted contracts           123
  Current portion of long-term debt                               86
                                                               -----
     Total current liabilities                                 1,961


Long-term debt, due after one year                               225

Long-term liabilities:
  Extraction plant liability                                   4,850
  Convertible debentures - related party                       1,000
  Other liabilities                                              364
                                                               -----
                                                               6,214
Stockholders' equity:
  Common stock $.01 par value                                    219
  Additional paid-in capital                                  24,011
  Accumulated deficit                                        (11,773)
                                                              ------
     Total stockholders' equity                               12,457
                                                              ------
Total Liabilities and Stockholders' Equity                   $20,857
                                                              ======

See accompanying notes.
                                        
                                        2
<PAGE>

                      Earth Sciences, Inc. and Subsidiaries
                      Consolidated Statements of Operations
            Three and Nine Months Ended September 30, 1998 and 1997
                                        
                                             UNAUDITED
                                     1998                  1997
                 (amounts in thousands, except shares and per share amounts)
                                3 Mos.    9 Mos.     3 Mos.     9 Mos.
NET REVENUES:
  Sales                      $  813       3,901        591        826
  Other                         136         253         11        102
                              -----       -----       ----       ----
    Total                       949       4,154        602        928
COSTS AND EXPENSES:
  Operating                   1,045       4,263      1,004      1,446
  General and administrative    665       2,531        726      1,330
  Depreciation and amort.       172         546        121        247
                              -----       -----      -----      -----
     Total expenses           1,882       7,340      1,851      3,023
                              -----       -----      -----      -----
OPERATING LOSS                ( 933)     (3,186)    (1,249)    (2,095)
OTHER INCOME (EXPENSE):
  Interest expense              (53)     (1,138)      (690)    (1,974)
  Minority interest in loss
    of subsidiary                -            3         95        143
                              -----       -----      -----      -----
                                (53)     (1,135)      (595)    (1,831)
                              -----       -----      -----      -----
NET LOSS                    $ ( 986)     (4,321)    (1,844)    (3,926)
                              =====       =====      =====      =====
NET LOSS PER COMMON SHARE
(Basic and Diluted)         $  (.05)       (.22)      (.21)      (.45)
                              =====       =====      =====      =====
WEIGHT AVERAGE COMMON SHARES
  OUTSTANDING             21,844,000   19,456,000  8,896,000  8,732,000
                          ==========   ==========  =========  =========

--------------------------------------------------------------------------------
                      Earth Sciences, Inc. and Subsidiaries
                 Consolidated Statements of Accumulated Deficit
                  Nine Months Ended September 30, 1998 and 1997
                                                       UNAUDITED
                                                    1998          1997
                                                (amounts in thousands)

Accumulated deficit as of January 1            $ (7,452)         (2,721)
Net loss for the period                          (4,321)         (3,926)
                                                -------          ------
Accumulated deficit as of September 30        $ (11,773)         (6,647)
                                                 ======           =====

See accompanying notes.
                                        
                                        3
<PAGE>
                                        
                      Earth Sciences, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 1998 and 1997
                                        
                                        
                                    UNAUDITED
                                                    1998               1997
                                                    (amounts in thousands)
Cash flows from operating activities:
  Net loss                                      $ (4,321)           $ (3,926)
  Adjustments to reconcile net loss to net cash
    used in operations:
     Depreciation and amortization                   546                 247
     Interest expense related to debt discount     1,063               1,801
     Expenses paid with stock                        218                  23
     Gain on sale of building                       (188)                 -
     Sale of marketable securities                    -                1,135
     Change in operating assets and liabilities      611              (1,181)
                                                   -----               -----
       Net cash used by operating activities      (2,071)             (1,901)

Cash flows from investing activities:
  Collection on notes receivable                     -                    50
  Notes receivable funded                            -                   (50)
  Proceeds from sale of building                     345                  -
  Capital  expenditures                             (922)             (2,857)
  Purchase of investment in ADA                      -                (1,503)
  Net decrease (increase) in other assets
    and liabilities                                  183                (736)
                                                   -----               -----
     Net cash used by investing activities          (394)             (5,096)

Cash flows from financing activities:
  Payments on notes and long-term debt              (500)                -
  Proceeds from issuance of common stock             -                    42
  Proceeds from convertible debentures and
    notes payable                                  3,084               6,685
                                                   -----               -----
     Net cash provided by financing activities     2,584               6,727
                                                   -----               -----
Net decrease in cash and cash equivalents            119                (270)

Cash and cash equivalents at beginning of period     332                 586
                                                   -----               -----
Cash and equivalents at end of period            $   451             $   316
                                                   =====               =====
Supplemental Schedule of Cash Flow Information:

     Cash payments for interest                  $    27             $    46
                                                    ====                ====
     Conversion of notes payable and debentures  $ 9,188             $    76
                                                   =====                ====
See accompanying notes.

                                        4
<PAGE>
                                        
                      Earth Sciences, Inc. and Subsidiaries
             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 1998
(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 1997 Form 10-KSB.

(2)  Acquisition of ADA Environmental Solutions
On  April  30,  1997,  Registrant acquired a 51% interest in  ADA  Environmental
Solutions LLC ("ADA") through the purchase of an additional 46.2% interest  from
ADA.   Registrant  had previously purchased a 4.8% interest in ADA  in  February
1997  by payment to ADA of $400,000. The 46.2% interest was purchased by payment
to  ADA of $500,000 and a non-interest bearing promissory note in the amount  of
$1,600,000.  Registrant  exercised  its option  to  acquire  the  remaining  49%
interest  in ADA on May 11, 1998 by issuance of 1,715,596 shares of Registrant's
common  stock  in  exchange for all the outstanding stock  of  ADA-ES,  Inc.,  a
Colorado corporation, whose only asset was the remaining 49% interest in 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:  November 16, 1998                    /s/ Mark H. McKinnies
                                            Mark H. McKinnies
                                     President and Chief  Financial Officer