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, 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

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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 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
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                      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.
                                        
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                      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.


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
This  Quarterly Report may contain forward-looking statements within the meaning
of  Section  27A of the Securities Act of 1933. Actual events or  results  could
differ  materially from those discussed in the forward-looking statements  as  a
result  of  various  factors  including  those  set  forth  below  and  in   the
Registrant's 1997 Form 10-KSB.

                               Acquisition of ADA
A major purpose of Registrant's acquisition of ADA was to take advantage of what
management  believes  is  that company's capability of capturing  a  significant
portion of the growing utility and industrial flue gas conditioning market.  ADA
uses  a  non-toxic  conditioner  which  offers  both  technical  and  economical
advantages  over  the  hazardous chemicals currently being  used.   The  process
utilizes  purified  phosphoric acid (PPA), which  is  produced  at  Registrant's
Calgary  plant.   Management research indicates that several hundred  coal-fired
boilers  may switch to low-sulfur coal by the year 2000 to conform to  the  1990
Clean Air Act Amendments.  Doing so creates the need to add new technology  such
as that provided by ADA to remove the increased particulate emissions associated
with flue gases from low-sulfur coal.
                                        
                         Liquidity and Capital Resources
Registrant is seeking working capital and equipment financing in the  amount  of
approximately  $1.5  million  to  fund  increases  in  accounts  receivable  and
inventory, and equipment for improvements of quality in its phosphate  products.
Discussions are underway with several asset-based lenders and others to  provide
such financing. Such financing along with existing working capital are expected 
to be  sufficient to fund the planned growth in operations until positive cash 
flow is achieved in Calgary and at ADA, which are both targeted for the first 
quarter of 1999.

The  achievement  of  positive cash flow at Calgary is  dependent  upon  several
factors including continued improvement of product quality, success in marketing
phosphate  products and meeting competition in the market place; the failure  in
any  of  which  could delay or frustrate such achievement.  For ADA, the
achievement of positive cash flow is dependent upon the continued successful 
operation  of the unit at Wisconsin, resolution of treated ash usage  in
cement  and the air preheater blockage problems encountered at Mississippi,  and
the signing of new contracts.  Unsatisfactory operations at Wisconsin, poor test
results  and/or  failure to sign new contracts could likely delay  or  frustrate
such achievement.

                                        5
<PAGE>

Lab tests, recent tests at a refinery and full scale use at the utility in 
Wisconsin have demonstrated the new product blend ADA  has  recently intro-
duced will, among other improvements, aid the use of treated ash in cement.
Discussions with the utility in Mississippi are expected to result in the test
there of the new product before year end.

Registrant  is funding the majority of cash costs of the Venezuelan diamond  and
gold exploration activities.  Exploration activities on CODSA 14 were terminated
when fieldwork through June indicated that the diamond-bearing material present
on  the  concession was not sufficient to support a mechanized mining operation.
Registrant has applied for a total of ten new concessions this year in Venezuela
which, at the earliest, are not expected to be granted until the spring of 1999 
after the  new administration takes office.  Exploration work on those conces-
sions, if and when they are granted, is anticipated to be met through existing
working  capital.

Additional funds may be required to fund expanded exploration activities in
Venezuela.  Registrant may raise the additional capital, if and when needed, 
through further private  placements  of  stock,  convertible  debentures  and/or
joint  venture arrangements, if appropriate. Along with more traditional debt 
financing, Registrant may also evaluate private placements of common stock and
other equity placements to fund current requirements.  Registrant received a net
of $2.8 million from the issuance of convertible debentures in the first quarter
of 1998.

Cash flow used in operations totaled $2,071,000 for the first nine months of 
1998 versus $1,901,000 for the same period in 1997. The increase is due to the 
start-up nature of activities at both Calgary and ADA. Production at  Calgary
and consolidation of ADA's results were both initiated after the first quarter
of 1997. Cash flow from investing activities for the first nine  months of 1998
included net proceeds from the sale of a building of $345,000, capital expen-
ditures of $922,000 and a net decrease in other asset and liabilities of 
$210,000.  Cash flow from financing activities in the first nine months of 1998
consisted of payments on notes payable and long-term debt of $500,000 and 
proceeds from the issuance of convertible debentures and notes payable of
$3,084,000. Cash flow from investing activities for the same period in  1997
included collection and funding on notes receivable of $50,000, investment in
ADA of $1,503,000, a net increase in other assets and liabilities of $736,000
and capital expenditures of $2,857,000.  Cash flow from financing activities for
the same period in 1997 included proceeds from the issuance of stock of $42,000
and proceeds from the issuance of convertible debentures of $6,685,000.

Results of Operations
Revenues from sales totaled $3,901,000 in the first nine months of 1998 with
$2,428,000 of that amount from ADA and $1,473,000 from Calgary phosphate sales.
ADA's revenues were less than anticipated due to less than  full-time operation
of the unit at Wisconsin, delay in the installation of the two  units at 
Mississippi and their only partial operation due to the treated ash usage and
air  preheater problems noted above. Sales of phosphate products were also  less
than  targeted because of ADA's usage being less than expected and a  less  than
anticipated  market share due to product quality levels that preclude  sales  in
certain significant markets.  There were no significant phosphate chemical sales
or consolidated ADA sales in the first nine months of 1997.

Operating  expenses increased significantly in the first nine months of 1998  as
compared to 1997  as  significant expenses related to both  Calgary  phosphate
production  ($2,595,000 of the increase) and ADA ($1,708,000  of  the  increase)
were  not  incurred  in  1997.  General and administrative  expenses  also  rose
significantly in the first nine months of 1998 as compared to 1997 as a result 
of adding staff in Calgary for production ($558,000 of the increase), consolida-
tion of ADA's start up activities ($680,000 of the  increase) and an increased
investor relations program ($350,000 of the increase).

Registrant's interest expense totaled approximately $1,138,000 for the first 
nine months of 1998 and $1,974,000 for the same period in 1997. Included in 
interest expense  for 1998 and 1997 are $1,063,000 and $1,801,000, respectively,
in  non-cash charges representing the 25% discount from market related to  the
convertible debentures issued in 1998 and 1997.

                                        6
<PAGE>

Impact of Year 2000 Issue
The  Year 2000 Issue is the result of computer programs being written using  two
digits  rather  than four digits to define years.  Any of Registrant's  computer
programs or imbedded hardware that have date-sensitive software may recognize  a
date  using "00" as the year 1900 rather than the year 2000.  This could  result
in  a  system  failure  or  miscalculations causing disruptions  of  operations,
including,  among  other things, a temporary inability to process  transactions,
send invoices, or engage in similar normal business activities.

Based  on  a  recent  assessment, Registrant determined  that  it  will  not  be
necessary  to  modify or replace any significant portions of  its  equipment  or
software  so  that  its  computer  systems will properly  utilize  dates  beyond
December  31,  1999.   The Year 2000 Issue is not expected to  have  a  material
impact on the stand-alone operations of Registrant.  Registrant does not expect
to incur any material expenses or costs related to the Year 2000 Issue to modify
systems.

Based  on  a  review of the nature and quantity of transactions with significant
suppliers  and  large customers to determine the extent to which  Registrant  is
vulnerable  to  those third parties' failure to remediate their  own  Year  2000
Issue,  Registrant  has  concluded that it does not  materially  rely  on  third
parties' systems for the continuance of its operations, except that Registrant 
does rely on utilities supplied by municipalities and power companies, the dis-
ruption of which will cause Registrant to shut down its affected operations. 
Extended disruption of utility services will have a material adverse effect on
Registrant.  With regard to other third party systems, there  can  be no
guarantee that a failure to convert by another company, or a conversion that
is  incompatible  with Registrant's systems, would not have a  material  adverse
effect  on  Registrant.  Registrant has determined that it has  no  exposure  to
contingencies  related to the Year 2000 Issue for products or  services  it  has
sold.


                           PART II.  OTHER INFORMATION
Item 2.  Changes in Securities
Recent  Sales  of Unregistered Securities.  See Items 1(a) of Registrant's  1997
Form 10-KSB for a description of the convertible debentures issued by Registrant
in  January and February of 1998.  The debentures were sold to a limited  number
of  accredited investors pursuant to the exemption provided by section  4(2)  of
the  Securities Act of 1933.  As of September 30, 1998, $3,081,000 of such 
debentures had been converted to 3,497,981 shares of Common stock of Registrant.
Placement fees totaling $246,000 in cash and 24,647 shares of stock were paid in
connection with the convertible debentures.

Item 6.  Exhibits and Reports on Form 8-K
     (a) Exhibits - No change from Item 13 of Registrant's 1997 Form 10-KSB.

          Exhibit 27  - Financial Data Schedule (electronic filing only)

     (b) Forms 8-K -  none.

                                        
                                   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 12, 1998                    /s/ Mark H. McKinnies
                                            Mark H. McKinnies
                                     President and Chief  Financial Officer

                                        7
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