FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
(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

                                    or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 

          For the transition period from __________ to __________

                        Commission File No. 0-19009

                               AMETECH, Inc.
           _____________________________________________________
          (Exact Name of Registrant as Specified in its Charter)


        Oklahoma                            73-0766924
_______________________       __________________________________
(State of Incorporation)      (I.R.S. Employer Identification No.)

1813 Southeast 25th
Oklahoma City, Oklahoma                              73129   
________________________                            ________
(Address of Principal                              (Zip Code)
Executive Offices)


Registrant's Telephone Number, Including Area Code:

                              (405) 677-8781
                              ______________

Former name, former address, and former fiscal year, if changed
since last report:  

                                   None
                                 ________

<PAGE>
Indicate by check mark whether the Registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for the shorter
period of that the Registrant has had to file the reports), and (2)
has been subject to the filing requirements for the past 90 days. 
YES  X      NO 
   ____       ____

As of July 30, 1997, the Registrant had 13,817,121 shares of common
stock issued and outstanding (excluding 115,000 shares of common
stock held as treasury stock).

<PAGE>
<TABLE>
<CAPTION>
                        FORM 10-Q OF AMETECH, INC.

                             TABLE OF CONTENTS



                                  PART I
                           FINANCIAL INFORMATION

                                                              Page
                                                              ____
<S>            <C>                                            <C>
Item 1.        Financial Statements....................        1


Item 2.        Management's Discussion and Analysis of 
                    Financial Condition and Results of
                    Operations.........................       13


                                  PART II
                             OTHER INFORMATION

Item 2.        Change in Securities ...................       18

Item 6.        Exhibits and Reports on Form 8-K........       18



SIGNATURES     ........................................       20<PAGE>
                                  PART I
</TABLE>

<PAGE>
                           FINANCIAL INFORMATION

Item 1.   Financial Statements.
          ____________________

The accompanying Consolidated Balance Sheet as of March 31, 1997,
and the related Statements of Operations and Retained Earnings and
Statements of Cash Flows for the three month periods ended
March 31, 1997, and 1996 are unaudited.  In the opinion of
management, all appropriate adjustments have been included.  Such
adjustments consisted primarily of normal recurring items, which
are, in the opinion of management, necessary for a fair
presentation of the interim period.  Interim results are not
necessarily indicative of results for a full year.  The condensed
Financial Statements and Notes are presented as permitted by Form
10-Q and do not contain certain information included in the
Company's Annual Financial Statements and Notes; therefore, these
Financial Statements should be read in conjunction with the Notes
to the Financial Statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, which are
incorporated herein by reference.

<PAGE>
<TABLE>
<CAPTION>
                      AMETECH, INC. AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS


                                      March 31,        December 31,
                                        1997               1996
                                     ____________      ___________
                                     (unaudited)

                                  ASSETS
<S>                                  <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents            $     1,000      $    10,000
  Certificate of deposit                   122,000          222,000
  Accounts receivable                    3,698,000        4,074,000
  Prepaid expenses                       1,002,000          664,000
  Other                                    270,000          227,000
                                        __________      ___________
     Total Current Assets                5,093,000        5,197,000
                                        __________      ___________

PROPERTY AND EQUIPMENT, at cost,
  net of accumulated depreciation
  of $8,424,000 and $9,044,000 at 
  March 31, 1997, and December 31, 
  1996, respectively                     7,373,000        8,278,000
                                       ___________      ___________

OTHER ASSETS, net of accumulated
  amortization of $365,000 and 
  $347,000 at March 31, 1997, 
  and December 31, 1996,
  respectively                             339,000         346,000
                                       ___________      ___________

 
                                      $12,805,000       $13,821,000
                                       ===========      ===========
</TABLE>






               The accompanying notes are an integral part 
                      of these financial statements.

                                  -2-
<PAGE>
<TABLE>
<CAPTION>
                        AMETECH, INC. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS
                                 (CONTINUED)
                                             March 31,      December 31,
                                               1997            1996
                                           ____________     ___________
                                            (unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                  ____________________________________
<S>                                         <C>            <C>
CURRENT LIABILITIES:
 Accounts payable and accrued 
   liabilities                               $ 2,137,000    $ 1,697,000
 Current maturities of long-term
   obligations                                 6,314,000      7,306,000
                                              ___________    ___________
     Total Current Liabilities                 8,451,000      9,003,000
                                              ___________    ___________

DEFERRED INCOME TAXES                            641,000        641,000
                                              ___________    ___________

LONG-TERM OBLIGATIONS, net of current
  maturities                                     333,000        393,000
                                              ___________    ___________

STOCKHOLDERS' EQUITY:
  Common stock of $.01 par value;
    25,000,000 shares authorized at
    March 31, 1997, and December 31,
    1996; 
    13,932,121 shares issued at
    March 31, 1997, and December 31,
    1996, respectively                            139,000        139,000
  Additional paid-in capital                    2,994,000      2,994,000
  Retained earnings                               356,000        760,000
                                              ___________    ___________
                                                3,489,000      3,893,000

Less - Treasury Stock (115,000 shares
  at March 31, 1997, and December 31,
  1996)                                           109,000        109,000
                                              ___________    ___________
    Total Stockholders' Equity                  3,380,000      3,784,000
                                              ___________    ___________

                                             $ 12,805,000   $ 13,821,000
                                              ===========    ===========
</TABLE>

                 The accompanying notes are an integral part 
                        of these financial statements.

                                  -3-
<PAGE>
<TABLE>
<CAPTION>
                      AMETECH, INC. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

                                (UNAUDITED)

                                            Three Months Ended
                                                 March 31,
                                        ___________________________
                                           1997            1996
                                        ___________    ___________
<S>                                     <C>            <C>
REVENUES                                 $ 4,130,000    $ 4,310,000
                                         ___________    ____________

COSTS AND EXPENSES:
  Operating costs                          3,398,000      3,538,000
  General and administrative expense         477,000        609,000
  Depreciation and amortization              304,000        495,000
  Interest expense                           184,000        213,000
  Other expense (income), net               171,000       (102,000)
                                         ___________    ___________
                                           4,534,000      4,753,000
                                         ___________    ___________

LOSS BEFORE INCOME TAXES                    (404,000)      (443,000)
                                         ___________    ___________

INCOME TAX EXPENSE (BENEFIT):
  Current                                        -         (201,000)
  Deferred                                       -           34,000
                                         ___________    ___________
                                                 -         (167,000)
                                         ___________    ___________

NET LOSS                                    (404,000)      (276,000)

RETAINED EARNINGS AT BEGINNING
  OF PERIOD                                  760,000      2,287,000
                                         ___________    ___________

RETAINED EARNINGS AT END OF PERIOD       $   356,000    $ 2,011,000
                                         ===========    ===========
LOSS PER COMMON SHARE:
  Loss per common share                  $     (0.03)   $     (0.02)
                                         ===========    ===========
  Weighted average shares outstanding     13,817,121     13,776,600
                                         ===========    ===========
</TABLE>
                The accompanying notes are an integral part 
                       of these financial statements.

                                 -4-
<PAGE>
<TABLE>
<CAPTION>
                       AMETECH, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                                            Three Months Ended
                                                 March 31,
                                        ___________________________
                                             1997         1996
                                        ____________   ____________
<S>                                     <C>            <C>
Cash Flows From Operating Activities:
  Cash collected from customers          $ 4,368,000     $ 4,043,000
  Interest paid                             (184,000)       (213,000)
  Interest received                            2,000          11,000
  Cash paid to employees and other
    suppliers of goods and services       (3,795,000)     (4,614,000)
  Income taxes refunded (paid)                (7,000)         50,000
                                         ___________      ___________
Net Cash Provided by (Used in) 
  Operating Activities                       384,000        (723,000)
                                         ___________      ___________

Cash Flows From Investing Activities:
  Additions to property and equipment        (59,000)       (256,000)
  Proceeds from disposal of equipment        435,000         153,000
  Capitalized costs for West Coast 
    operation                                 (4,000)              0
  Liquidation of certificate of deposit      100,000               0
  Payments received on notes receivable      187,000          27,000
                                         ___________     ___________
Net Cash Provided by (Used in) 
  Investing Activities                       659,000         (76,000)
                                         ___________     ___________

Cash Flows From Financing Activities:
  Proceeds of long-term debt                       0       1,138,000
  Payments on long-term debt              (1,052,000)       (303,000)
  Sale of unissued stock                           0           5,000
                                         ___________     ___________
Net Cash Provided by (Used in)  
  Financing Activities                    (1,052,000)        840,000
                                         ___________     ___________
Net Increase (Decrease) in Cash and 
  Cash Equivalents                            (9,000)         41,000
                                        ___________     ___________
Cash and Cash Equivalents at
  Beginning of Period                         10,000          74,000
                                         ___________     ___________
Cash and Cash Equivalents at 
  End of Period                          $     1,000     $   115,000
                                         ===========     ===========


                The accompanying notes are an integral part 
                       of these financial statements.

                                   -5-

                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________

1.   The financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. All
significant intercompany transactions are eliminated.

2.   EARNINGS PER SHARE

Earnings per common share are based upon the weighted average
number of common shares outstanding during the respective three-
month periods.  All outstanding stock options are considered anti-
dilutive and are not included in the calculation for earnings per
share.

3.   RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY 
     OPERATING ACTIVITIES

</TABLE>
<TABLE>
<CAPTION>
The reconciliation of net loss to net cash provided by operating
activities for the three-month periods ended March 31, 1997, and
1996, is as follows:

                                                Three Months Ended March 31, 
                                               ______________________________
                                                   1997             1996
                                               ____________     ____________
     <S>                                      <C>              <C>
     Net Loss                                 $ (404,000)      $  (276,000)
       Adjustments to reconcile net loss
         to net cash provided by (used
         in) operating activities:
       Depreciation and amortization             304,000          495,000
       Gain on sale of subsidiary                (46,000)          (9,000)
       (Gain)loss on sale of property            231,000          (88,000)
       Change in assets and liabilities:
         (Increase) Decrease in accounts
           receivable                            229,000         (267,000)
         Increase in prepaid expenses           (338,000)        (886,000)
         (Increase) Decrease in other assets     (43,000)           6,000
         Increase in accounts payable and 
           accrued liabilities                   447,000          336,000
       Deferred income taxes                           0          (34,000)
       Other                                       4,000                0
                                               __________        _________
                                              $   384,000      $ (723,000)
                                               ==========        =========
</TABLE>

                                   -6-
<PAGE>

                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________

4.   COMMITMENTS AND CONTINGENCIES

At March 31, 1997, the Company had outstanding letters of credit of 
$116,000.  The letters of credit serve as security to obtain
licenses in certain states for uninsured workman's compensation
deposits and for performance of services.  A certificate of deposit
in the amount of $122,000, including interest, has been pledged as
collateral for the letters of credit.
     
Until February 6, 1997, the Company was partially uninsured on its
workers' compensation insurance for Oklahoma employees.  The
Company s retention under this plan was $500,000, after which
coverage under the excess workers' compensation insurance plan
becomes effective.  The Company accrued estimated losses monthly
based on a review of claims filed and claims incurred but not
reported. There was no claim expense incurred under the partially
uninsured workers' compensation plan for the three months ended
March 31, 1997, and $27,000 was incurred for the three months ended
March 31, 1996.  In February, 1997, the Company ceased being
partially uninsured on its workers' compensation insurance for its
Oklahoma employees.
     
The Company was also partially uninsured for its employee group
health insurance coverage until June 1, 1997.  Under this self-
insured program, the Company was liable for up to $35,000 per
covered person per year with an aggregate liability not to exceed
$450,000 per year for the total group.  The excess insurance
coverage becomes effective when the aforementioned limits are
reached. The Company accrued estimated losses monthly based on a
review of claims filed and claims incurred but not reported. The
claim and premium expense incurred under the Company's partially
uninsured group health insurance plan was $41,000 for the three
months ended March 31, 1997, and $44,000 for the three months ended
March 31, 1996.  In June, 1997, the Company ceased being partially
self-insured on its employee group health insurance.
     
The Company leases transportation terminals, office space and
transportation equipment under operating lease arrangements.  The
following is a schedule by year of future minimum lease payments
under these operating leases as of March 31, 1997:

                                   -7-
<PAGE>
                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________


4.   COMMITMENTS AND CONTINGENCIES (Continued)
<TABLE>
<CAPTION>
                             
                             Year Ending
                             December 31,          Total
                         ____________________   ___________
                         <S>                    <C>
                         Nine months beginning
                          April 1, 1997           $371,000
                                 1998              476,000
                                 1999              470,000
                                 2000               94,000
                                                ____________  
                                                 $1,411,000
                                                =============
</TABLE>
Total lease expense for the three months ended March 31, 1997, was
approximately $151,000.

The Company has employment agreements with certain of its key
employees which provide for salary continuation for a specified
number of months upon a change of control of the Company.  In
addition, certain stock options to those employees immediately vest
upon a change of control.

On January 3, 1992, seven individual plaintiffs filed a Petition
against the Company's transportation subsidiary, Environmental
Transportation Services, Inc. ("ETS"), and Dyna-Turn of Oklahoma
Incorporated ("Dyna-Turn"), in the District Court of Oklahoma
County.  The seven plaintiffs, who were employees at a waste
incineration facility in Miami, Oklahoma, claim that Dyna-Turn
generated solid waste which was contaminated with toxic and
hazardous chemicals, and that this solid waste was transported by
ETS to the incineration facility for disposal.  The plaintiffs
claim that Dyna-Turn and ETS were engaged in ultra-hazardous
activities during the generation and transportation of the waste,
were negligent during the generation and transportation of the
waste, and failed to warn the plaintiffs of the hazardous nature of
the waste or of its harmful side effects.  The plaintiffs claim
they sustained personal injuries and lost earnings and are seeking
unspecified actual damages in excess of $10,000 and punitive
damages.  The Company's insurance carrier has  denied coverage  for

                                -8-
<PAGE>
                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________


4.     COMMITMENTS AND CONTINGENCIES (Continued)

the plaintiffs' claims.  The Company has instructed its attorneys
to vigorously defend the litigation.  The case involves facts yet
unknown to the Company.  The Company believes that ETS has valid
defenses to the plaintiffs' claims, and while the ultimate
resolution is unknown, management believes the final outcome will
not have a material adverse impact on the Company's financial
position or results of operations.

The Texas Workers' Compensation Fund has requested additional
workers' compensation premiums totaling $69,000 based upon salaries
of drivers carried under the Oklahoma self-insurance policy.  The
Company believes the drivers are not Texas employees because they
were interstate drivers hired and controlled through the Oklahoma
office.  Although the ultimate impact of this matter is unknown,
the Company does not believe the final outcome will have a material
adverse impact on the Company's financial position or results of
operations.

ETS and numerous other defendants have been sued in District Court,
Tarrant County, Texas, by parties who allegedly live or work near
a permitted hazardous waste disposal well in Smith County, Texas
("Disposal Well").  The plaintiffs have sued the owners of the
Disposal Well, as well as all or substantially all generators of
hazardous waste that disposed of such waste at the Disposal Well
and transporters, such as ETS, that transported waste generated by
others to the Disposal Well.  The plaintiffs are alleging that the
owners of the Disposal Well negligently operated the Disposal Well
and that the generators of hazardous waste that was disposed of at
the Disposal Well and transporters that transported waste generated
by others to the Disposal Well were negligent in not ensuring the
owner or owners properly operated the Disposal Well.  The lawsuit
alleges joint and several liability for all defendants for actual
and punitive damages of an unspecified amount.  This matter is in
the early stages and discovery has not commenced.  However, the
Company intends to vigorously defend itself and, although the
ultimate outcome is unknown, the Company believes the final
resolution will not have a material adverse impact on the Company's
financial position or results of operations.

                                 -9-
<PAGE>
                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________


4.     COMMITMENTS AND CONTINGENCIES (Continued)

In August, 1996, a judgment of approximately $115,000, plus
interest and costs, was entered against ETS in favor of Richard K.
Larson ("Larson"), a former employee of ETS, in connection with a
lawsuit involving allegations of breach of a consulting agreement
between ETS and Larson.  After the judgment was entered against
ETS, ETS or Larson entered into a payment plan to pay such judgment
("Payment Plan").  ETS has paid approximately $35,000 toward
satisfaction of the judgment, leaving approximately $80,000, plus
interest and costs, remaining to be paid as of March 31, 1997.  ETS
has not made any payments under the Payment Plan since January,
1997.  ETS is in the process of attempting to settle this matter,
but such has not been resolved as of the date of this report.  The
Company plans to pay such judgment out of the proceeds of the loan
from Congress Financial Corporation discussed in Note 5 of the
Notes to Consolidated Financial Statements.

The Company is involved in various other legal actions arising in
the normal course of business.  After taking into consideration
available insurance coverage, legal counsel s evaluation of such
actions, and other relevant information, management is of the
opinion that their outcome will not have a significant effect on
the Company s consolidated financial position or results of
operations.

At March 31, 1997, the Company and ETS were in default under its
revolving loan agreement and certain equipment lending agreements
due to the Company's default under its payment obligations under
certain of these loan agreements and the Company's failure to
timely provide financial statements to certain lenders.  As a
result of such default, the Company reclassified approximately
$3,948,000 to current maturities of long-term debt under current
liabilities that would have otherwise been classified as long-term
debt under generally accepted accounting principles.  With the
completion of the financing discussed in Note 5 to Notes to
Consolidated Financial Statements on July 18, 1997, the Company
paid all of the Company's and ETS' previous revolving line of
credit and equipment loans, except for $225,000 to one equipment
lender, and cured all defaults under such previous loan agreements. 
See Note 5 to Notes to Consolidated Financial Statements.

                                  -10-
<PAGE>
                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________

4.     COMMITMENTS AND CONTINGENCIES (Continued)

The Company has reached an agreement in principle to acquire from
Sullivan Trucking Company, Inc. ("Sullivan"), its customer list,
goodwill, parts, supplies and other business aspects of Sullivan's
hazardous waste transportation business.  The Company and Sullivan
have agreed in principle that, in addition to the lease agreements
discussed below, the Company will pay Sullivan approximately 1.3
million shares of the Company's common stock for such customer
list, goodwill, parts, supplies and other business aspects of
Sullivan's hazardous waste transportation business.  The Company
and Sullivan are in the process of finalizing such purchase. 
Additionally, in March, 1996, ETS began leasing from Sullivan a
certain number of hazardous waste tractors, trailers and rolloff
boxes, and, under such lease, is paying Sullivan approximately
$29,000 a month.  Further, the Company leased from Sullivan its
transportation terminal for a term of approximately four years at
a rental of $3,800 per month.

5.     SUBSEQUENT EVENTS

On July 18, 1997, the Company and ETS completed and finalized an
$11,000,000 financing package with Congress Financial Corporation
( Congress ), which replaced all of the Company s equipment loans
and its revolving working capital line of credit.  The financing
includes a term loan of approximately $6,000,000 and a working
capital revolving line of credit up to $5,000,000.  The amount that
may be borrowed under the working capital portion of the financing
is based on 80% of outstanding eligible accounts receivable less
certain reserves.  At July 31, 1997, the Company had borrowings of
$642,000 under this revolving working capital portion of the
financing and had approximately $530,000 in availability under such
working capital line of credit.  The term loan is payable in sixty
(60) monthly installments, commencing August 1, 1997, of
$93,333.33, plus accrued and unpaid interest.  The loan agreement
between Congress, the Company and ETS has a term of two years but
may be extended for one additional year by Congress. Upon
termination of the loan agreement, the then outstanding balance due
under the term loan and working capital line of credit shall become
due and payable.  The proceeds of the term loan portion of this
financing were used to repay the Company s previous working capital
line of credit and equipment loans, except for $225,000 to one
equipment lender as discussed below, and eliminated all previously
disclosed defaults under these prior lending agreements.

                                 -11-
<PAGE>
                      AMETECH, INC. AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                (UNAUDITED)

                     THREE MONTHS ENDED MARCH 31, 1997
                    __________________________________


5.     SUBSEQUENT EVENTS (Continued)

Simultaneously with the closing of the Congress financing, the
Company and ETS paid in full all of its then outstanding equipment
loans and working capital line of credit, except for $225,000 due
to CIT/Equipment Financing Group, Inc. ("CIT").  The $225,000 due
CIT is evidenced by an unsecured promissory note and is
subordinated to the amounts due Congress by the Company and ETS. 
Under the terms of the subordination agreement, no principal
payments are to be made under the note and no interest is to be
accrued under the note until [September 1, 1998].  After
[September 1, 1998], interest is to accrue under the note to CIT
equal to 10% per annum, and ETS is to make principal payments of
$10,000 per month, plus accrued interest, provided that there is no
event of default by the Company and ETS under the Congress loan
agreement and that the Company has at least $600,000 in
availability under the revolving working capital line of credit
with Congress.  Within fifteen business days after payment of all
amounts due Congress by the Company and ETS and termination of the
loan agreement with Congress, the unpaid portion of the note to CIT
is to be paid in full.

During 1996, Carl B. Anderson, Jr. ("Anderson"), CEO and President
of the Company, loaned to ETS $195,000 ("Anderson Loan").  The
Anderson Loan is secured by certain real estate owned by ETS.  As
a condition to finalizing the loan agreement with Congress,
Anderson agreed to subordinate to Congress the repayment of the
principal balance of such loan.  However, as part of the Congress
financing, ETS and Anderson agreed that the interest under the
Anderson Loan would be increased to 14% per annum pursuant to the
terms of a Second Amended and Restated Promissory Note ("Amended
Note").  Under the subordination agreement with Congress, Anderson
and ETS agreed that there would be no further principal payments
under the Anderson Loan until such time as the Company's and ETS'
obligations to Congress are paid in full, but that ETS may make
interest payments to Anderson pursuant to the terms of the Amended
Note.  As of March 31, 1997, the unpaid principal amount due
Anderson under such loan was $167,000, as compared to $162,000, as
of July 31, 1997.

                                 -12-
<PAGE>
Item 2.     Management s Discussion and Analysis of Financial
            Condition and Results of Operations
       ________________________________________________________

Forward-Looking Statements
__________________________

Certain statements contained within this "Management's Discussion
and Analysis of Financial Condition and Results of Operations" may
be deemed "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended
(collectively, the "Private Securities Litigation Reform Act of
1995").

The forward-looking statements contained herein relate to
anticipated financial performance, ability to comply with the
Company's general working capital requirements, and all other
statements which are not statements of historical fact.  While the
Company believes the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance such
expectations will prove to have been correct.  There are a variety
of factors which could cause future outcomes to differ materially
from those described in this Form 10-Q, including, but not limited
to, general economic conditions, material reduction in revenues,
inability to collect in a timely manner a material amount of
receivables, increased competitive pressures, overcapacity in the
environmental transportation industry, changes in federal, state
and local laws and regulations, especially environmental
regulations, or in interpretation of such, potential increases in
equipment, maintenance, operating or labor costs, and management
retention and development.  The Company undertakes no obligation to
update publicly any forward-looking statement, whether as a result
of new information, future events or otherwise.

The following Management's Discussion and Analysis should be read
in conjunction with a review of the Company's March 31, 1997,
Unaudited Consolidated Financial Statements included elsewhere in
this Form 10-Q.

Results of Operations
_____________________

Quarter Ended March 31, 1997, Compared to Quarter Ended March 31,
1996
___________________________________________________________________

The net loss for the quarter ended March 31, 1997 was $404,000, as
compared to a net loss of $276,000 for the quarter ended March 31,
1996.  This increase in net loss of $128,000 was primarily
attributable to losses recognized on equipment sales.  During the

                               -13-
<PAGE>
quarter ended March 31, 1997, the Company recognized losses of
approximately $231,000 due to such equipment sales.

Total revenues were $4,130,000 and $4,310,000 for the quarters
ended March 31, 1997 and 1996, respectively.  This decrease of
$180,000 was largely attributable to a decrease in transportation
and related revenues of $126,000 due to: (1)lower volume resulting
from operating fewer tractors during the first quarter of 1997 than
the first quarter of 1996, and (2) a decrease in the running mile
rate of $.06 per mile due to continuing competitive pressures.

Non-transportation related revenues decreased $54,000 from the
first quarter of 1996 to the first quarter of 1997 due to decreased
revenues generated by BMH Materials, Inc. ( BMH ), the Company s
non-hazardous waste processing facility located in Green Cove
Springs, Florida, which facility was sold in August 1996.

Operating costs were $3,398,000 and $3,538,000 for the first
quarters of 1997 and 1996, respectively.  This represents an
increase of .2 percentage points when expressed as a percentage of
total revenues.

Operating costs related to transportation services were $3,398,000
and $3,510,000 for the quarters ended March 31, 1997 and 1996,
respectively.  These amounts represent 82.3% and 82.5% of
transportation and related revenues for the respective quarters of
1997 and 1996.  This decrease in the percentage of operating costs
to revenues from 1996 to 1997 is due largely to reduced variable
transportation cost partially offset by the lower running mile rate
as discussed earlier.

Operating costs associated with BMH decreased $28,000 from 1996 to
1997 due to the reduced activity as discussed earlier.

General and administrative expenses decreased $132,000 from 1996 to
1997 which represents a decrease of 2.6 percentage points when
expressed as a percentage of revenues.  This decrease was mainly
attributable to the elimination of general and administrative costs
associated with BMH as well as lower personnel and related costs.

Interest expense decreased $29,000 due to decreased debt.

Liquidity and Capital Resources
_______________________________

Working capital deficit decreased from a negative $3,806,000 at
December 31, 1996 to a negative $3,358,000 at March 31, 1997.  This
decrease of $448,000 is due primarily to the reduction of current
maturities of long-term obligations through the sales of tractors
and trailers.

                                 -14-
<PAGE>
At March 31, 1997, and until completion of the Congress Loan, as
defined below, the Company and ETS were in default under their
revolving working capital line of credit and certain equipment
loans.  Such default was due to the failure by the Company and ETS
to make debt payments under certain of their loan agreements and
failing to timely file annual financial statements.  This default
situation resulted in reclassifying approximately $3,948,000 from
long-term obligations to current maturities of long-term
obligations under current liabilities.  See Note 4 to Notes to
Consolidated Financial Statements.

On July 18, 1997, the Company and ETS completed and finalized an
$11,000,000 financing package with Congress Financial Corporation
( Congress ), which replaced all of the Company s equipment loans
and its working capital line of credit.  The financing includes a
term loan of approximately $6,000,000 and a working capital line of
credit up to $5,000,000 (collectively, "Congress Loan").  The
amount that may be borrowed under the working capital portion of
the financing is based on 80% of outstanding eligible accounts
receivable less certain reserves.  At July 31, 1997, the Company
had borrowed approximately $642,000 under such revolving working
capital line of credit and had approximately $530,000 in
availability under the working capital portion of this financing. 
The proceeds of the term loan portion of this financing were used
to repay the Company s previous line of credit and substantially
all of the Company s then outstanding equipment loans, except for
$225,000 to one equipment lender, and eliminated all previously
disclosed defaults under these prior lending agreements.  The term
loan is to be repaid in sixty monthly installments, commencing
August 1, 1997, of $93,333.33, plus accrued and unpaid interest. 
The loan agreement with Congress has a term of two years but may be
extended for an additional year by Congress.  Upon termination of
the loan agreement, the then outstanding balance of the term loan
and the working capital line of credit shall become due and
payable.  The revolving working capital portion of the loans from
Congress is to bear an annual rate of interest of 1 1/2% above the
prime rate and the term loan is to bear an annual rate of interest
of 1 3/4% above the prime rate, with such increasing during the
occurrence of an event of default.  Under the terms of the loan
agreement with Congress, the Company and ETS are limited as to the
amount of capital expenditures that they may incur in any one year
during the term of the Congress loan agreement.

Simultaneously with the closing of the Congress financing, the
Company and ETS paid in full all of its then outstanding equipment
loans and working capital line of credit, except for $225,000 due
to CIT/Equipment Financing Group, Inc. ("CIT").  The $225,000 due
CIT is evidenced by an unsecured promissory note and is
subordinated to the amounts due Congress by the Company and ETS. 
Under the terms of the subordination agreement, no principal
payments are to be made under the note and no interest is to be
accrued under the note until August 30, 1998.  After

                                -15
<PAGE>
August 30, 1998, interest is to accrue under the note to CIT
equal to 10% per annum, and ETS is to make principal payments of
$10,000 per month, plus accrued interest, provided that there is no
event of default by the Company and ETS under the Congress loan
agreement and that the Company has at least $600,000 in
availability under the revolving working capital line of credit
with Congress.  Within fifteen business days after payment of all
amounts due Congress by the Company and ETS and termination of the
loan agreement with Congress, the unpaid portion of the note to CIT
is to be paid in full.

During 1996, Carl B. Anderson, Jr. ("Anderson"), CEO and President
of the Company, loaned to ETS $195,000 ("Anderson Loan").  The
Anderson Loan is secured by certain real estate owned by ETS.  As
a condition to finalizing the loan agreement with Congress,
Anderson agreed to subordinate to Congress the repayment of the
principal balance of such loan.  However, as part of the Congress
financing, ETS and Anderson agreed that the interest under the
Anderson Loan would be increased to 14% per annum pursuant to the
terms of a Second Amended and Restated Promissory Note ("Amended
Note"). Under the subordination agreement with Congress, Anderson
and ETS agreed that there would be no further principal payments
under the Anderson Loan until such time as the Company's and ETS'
obligations to Congress are paid in full, but that ETS may make
interest payments to Anderson pursuant to the terms of the Amended
Note.  As of July 31, 1997, the principal amount owing to Anderson
under the Anderson Note was $162,000, as compared to $167,000 as of
March 31, 1997.  

The Company's accounts payable continued to age beyond normal terms
prior to the consummation of the Congress Loan.  As of March 31,
1997, the Company's accounts payable in excess of sixty days were
approximately $96,000 and in excess of ninety days were
approximately $159,000.  As of July 31, 1997, following application
of the proceeds from the Congress Loan, the Company's accounts
payable in excess of sixty days were approximately $71,000 and in
excess of ninety days were approximately $111,000.

In 1996, a judgment of approximately $115,000, plus interest and
costs, was entered against ETS in favor of Richard K. Larson, a
former employee, in a case involving Mr. Larson ("Larson Case"). 
The Larson Case alleged breach of a consulting agreement between
ETS and Mr. Larson.  Pursuant to the terms of a structured payment
plan agreed to by ETS and Mr. Larson ("Payment Plan"), ETS has paid
$35,000 toward satisfaction of the judgment, leaving approximately
$80,000, plus interest and costs, remaining to be paid.  ETS,
however, has been in default on the Payment Plan since January,
1997.  Although ETS has been attempting to conduct further
negotiations with Mr. Larson regarding the Larson Case judgment,
such negotiations have been unsuccessful.  In May, 1997, Mr. Larson
informed ETS that if he is not paid in full the amount owed to him
pursuant to the judgment, he will file a writ of execution against

                                 -16-
<PAGE>
assets of ETS in order to satisfy the unpaid portion of the
judgment.  With the completion of the Congress Loan, the Company
has the liquidity to pay such judgment.  

The Company received $187,000 as a prepayment of a note due the
Company in February, 1997, which proceeds were applied by the
Company to reduce the outstanding balance under the Company's
working capital line of credit.  

Giving effect to the Congress Loan, the Company believes as of the
filing date of this report, that it will be able to meet its
presently foreseeable working capital requirements.  The previous
sentence is a forward-looking statement that is subject to a number
of risks and uncertainties that could cause actual results to
differ materially, such as the factors noted under "Forward-Looking
Statements" of this "Management's Discussion and Analysis of
Financial Conditions and Results of Operations."

The Company s transportation subsidiary has entered into two lease
agreements with Sullivan s Trucking Company, Inc. ( Sullivan ),
effective March 1, 1996 whereby ETS is leasing a certain number of
hazardous waste tractors, trailers and roll-off boxes.  ETS has
used this equipment to transport waste for Sullivan s and ETS 
customers.  In connection with such leases, ETS is to pay Sullivan
$8,684 per month for twenty four months on one lease and $28,803
per month for forty eight months on the other lease.  ETS began
making payments on both these leases March 1, 1996.  Subsequently,
ETS and Sullivan agreed to terminate the twenty four month lease
effective August 1, 1996, and ETS has returned all equipment
subject to the lease to Sullivan.  Additionally, the Company has
leased from Sullivan its transportation terminal in Ponca City,
Oklahoma for a term of four years, effective March 1, 1996, at a
rental of $3,800 per month.

The Company has reached an agreement in principle to acquire from
Sullivan certain customer lists, goodwill, inventory, and other
business aspects of Sullivan s hazardous waste transportation
business.  Under the tentative agreement, the Company will pay
Sullivan 1,309,221 shares of the Company s common stock.  The
Company and Sullivan are in the process of finalizing definitive
agreements relating to these transactions.

                                    -17-
<PAGE>
                                  PART II

                             OTHER INFORMATION


Item 2.     Changes in Securities
            ______________________

As previously disclosed, the Company and ETS have entered into a
Loan and Security Agreement, dated July 17, 1997, with Congress
Financial Corporation ("Congress Loan Agreement"), which provides
to the Company and ETS an $11,000,000 financing package, with
approximately $6,000,000 of such being in the form of a term loan
and the balance in the form of a revolving working capital line of
credit.  The amount that may be borrowed under such revolving
working capital line of credit at any one time is not to exceed the
lesser of (i) $5,000,000 or (ii) 80% of the then outstanding
eligible accounts receivable of the Company and ETS, less certain
reserves.  The Company and ETS used the proceeds of the term loan
to repay substantially all of its then revolving line of credit and
equipment loans, which cured all previous defaults under such prior
lending agreements.  See Note 5 to Notes to Consolidated Financial
Statements and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital
Resources."

Under the Congress Loan Agreement, the Company and ETS are
prohibited from redeeming or acquiring any of, or from paying any
dividends (other than common stock) on, their outstanding capital
stock.

Item 6.     Exhibits and Reports on Form 8-K
            ________________________________

       (a)  Exhibits:
            ________

            4.1  Loan and Security Agreement, dated July 17, 1997,
                 between Congress, the Company and ETS.  An index
                 of Exhibits and Schedules is included in the Loan
                 and Security Agreement, and the Company agrees to
                 provide to the Commission supplementally such
                 Exhibits and Schedules at the request of the
                 Commission;

            10.1 Unsecured Promissory Note, dated July 17, 1997,
                 between ETS and CIT;

            10.2 Subordination Agreement, dated July 17, 1997,
                 between Congress, CIT, the Company and ETS;

                                 -18
<PAGE>
            10.3 Second Amended and Restated Promissory Note,
                 dated July 1, 1997, from ETS to Carl B. Anderson,
                 Jr.;

            10.4 Subordination Agreement, dated July 17, 1997,
                 between Congress, Anderson, the Company and ETS.

            27   Financial Data Schedule.

       (b)  Reports on Form 8-K
            ___________________

            No reports on Form 8-K were filed by the Company
            during the quarter ended March 31, 1997.

                                    -19-
<PAGE>
                                SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Company has caused
the undersigned, duly authorized, to sign this report on its behalf
on the 8th day of August, 1997.

                                AMETECH, Inc.



                                By /s/ David R. Bennett
                                  ______________________________
                                  David R. Bennett
                                  Executive Vice President


                                By /s/ Kerry Willingham
                                  ______________________________
                                  Kerry Willingham
                                  Vice President and
                                  Chief Financial Officer
                                  (Principal Financial Officer)
















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                                  -20-