UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-K

          (MARK ONE)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          FOR THE FISCAL YEAR ENDED NOVEMBER 30, 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 NUMBER 0-10621
                                                  --------

                               AMERICAN ECO CORPORATION
                ------------------------------------------------------
                (Exact name of Registrant as specified in its charter)

                ONTARIO, CANADA                           52-1742490
          -------------------------------                 ----------
           (State or other jurisdiction                 (I.R.S. Employer   
          of incorporation or organization)             Identification No.)

                   154 UNIVERSITY AVENUE, TORONTO, ONTARIO M5H 3Y9     
              ---------------------------------------------------------
             (Address of principal executive offices, including zip code)

                                    (416) 340-2727                       
             ------------------------------------------------------------
                 (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act.

                                                  Name of each exchange on
                    Title of each class                which registered
                    -------------------                ----------------
                          None                              None

          Securities registered pursuant to Section 12(g) of the Act.

                             COMMON SHARES, NO PAR VALUE
                             ---------------------------
                                   (Title of Class)

               Indicate by check mark whether the Registrant  (1) has filed
          all reports  required to be filed  by Section 13 or  15(d) of the
          Securities Exchange  Act of 1934  during the preceding  12 months
          (or for such shorter  period that the Registrant was  required to
          file  such  reports), and  (2) has  been  subject to  such filing
          requirements for the past 90 days.  Yes   X     No       
                                    -------    -------

               Indicate by  check mark  if disclosure of  delinquent filers
          pursuant to Item 405  of Regulation S-K is not  contained herein,
          and  will not  be  contained, to  the  best of  the  Registrant's
          knowledge,   in  definitive   proxy  or   information  statements
          incorporated by reference in  Part III of  this Form 10-K or  any
          amendment to this Form 10-K. [  ]

               The  aggregate market value of the voting stock held by non-
          affiliates of the  Registrant was $193,255,668 at March 13, 1998.
          At March 13, 1998, the number of Common Shares outstanding of the
          Registrant was 20,613,938.

               Documents Incorporated in Reference:  None

                                      FORM 10-K

                                  TABLE OF CONTENTS

                                                                       PAGE

          PART I

             Item 1.  Business  . . . . . . . . . . . . . . . . . . . .   1

             Item 2.  Properties  . . . . . . . . . . . . . . . . . . .  15

             Item 3.  Legal Proceedings . . . . . . . . . . . . . . . .  16

             Item 4.  Submission of Matters to a Vote of Security
                      Holders . . . . . . . . . . . . . . . . . . . . .  16

          PART II

             Item 5.  Market for Registrant's Common Equity and Related
                      Stockholder Matters . . . . . . . . . . . . . . .  17

             Item 6.  Selected Financial Data . . . . . . . . . . . . .  18

             Item 7.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations . . . . . . .  19

             Item 8.  Financial Statements and Supplementary Data . . .  25

             Item 9.  Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure . . . . . . .  47

          PART III


             Item 10. Directors and Executive Officers of the 
                      Registrant  . . . . . . . . . . . . . . . . . . .  48

             Item 11. Executive Compensation  . . . . . . . . . . . . .  52

             Item 12. Security Ownership of Certain Beneficial
                      Owners and Management . . . . . . . . . . . . . .  55

             Item 13. Certain Relationships and Related 
                      Transactions  . . . . . . . . . . . . . . . . . .  56

          PART IV

             Item  14.  Exhibits,   Financial  Statement  Schedules,  and
               Reports
                      on Form 8-K . . . . . . . . . . . . . . . . . . .  57


                                        PART I

          Unless  otherwise  indicated all  dollar  amounts  are in  United
          States  dollars.    For  a statement  regarding  forward  looking
          statements  contained   herein,  see  "Item   7.     Management's
          Discussion and  Analysis of  Results of Operations  and Financial
          Condition - Information Regarding Forward Looking Statements."

          ITEM 1.   BUSINESS

          GENERAL

             American  Eco Corporation  (the  "Company" or  "American  Eco")
          through its  subsidiaries is a leading  single-source provider of
          industrial   support   services    and   specialty    fabrication
          capabilities to  a variety of industries  including oil refining,
          off-shore drilling, petrochemical processing,  electric utilities
          and pulp and paper manufacturing.  The Company offers its clients
          a  wide array of services  such as equipment  and facility repair
          and   maintenance;   overhauling,   retrofitting   or   expanding
          facilities;  and  fabricating   custom  steel  and   metal  alloy
          structures and devices.   A substantial portion of  the Company's
          work is recurring in nature through either long-term contracts or
          long-standing customer relationships.

             American Eco's  business  has  benefitted from  several  market
          trends.   First is  the shift  among industrial  companies toward
          outsourcing maintenance and  other non-core services.   Companies
          have increased  their use of outside contractors to control their
          internal  labor and insurance costs and to eliminate the need for
          maintaining  expensive,  under-utilized equipment.    Second, the
          mounting  costs  of  training skilled  employees,  maintaining  a
          satisfactory safety  record and complying  with rapidly  changing
          government regulations favors experienced  outsourcing providers.
          Third is a preference by  customers to simplify vendor management
          by working  with larger,  single-source providers who  have broad
          geographic  coverage.   These trends  have driven  American Eco's
          acquisition   strategy   to  consolidate   regionally  fragmented
          industrial  service providers  in the  United States  and Canada.
          American Eco has realized  significant growth over the  past five
          years  through  acquiring   companies  which  provide  industrial
          services to several industries in different geographical regions.
          Between fiscal 1993  and fiscal 1997,  the Company acquired  nine
          businesses  in separate  transactions, and  its revenues  and net
          income  grew from $7.6 million  and $322,000 for  the fiscal year
          ended November 30, 1993  to $220.4 million and $17.4  million for
          the  fiscal year ended November 30, 1997.  The Company's strategy
          is to continue to pursue strategic acquisitions which broaden and
          deepen  its geographic  presence,  expand  service  offerings  or
          client base and contribute to earnings growth.

             American Eco believes it has achieved  a strong position in the
          industrial service  markets it  serves by  consistently providing
          high-quality, cost-effective services to meet its customers' day-
          to-day and  project-by-project needs on a safe  and timely basis.
          The  Company's  key  competitive  strengths  include:  (i)  long-
          standing  customer  relationships,  (ii)  outstanding  safety and
          quality record, (iii) broad  offering of value-added services and
          capabilities,  (iv)   ability  to  provide  its   services  on  a
          nationwide basis and (v) experienced management team in the field
          and at the corporate level.

             At March  13, 1998, the  Company operated primarily through the
          following  first  and  second  tier  subsidiaries:   C.A.  Turner
          Construction Company, a Delaware  corporation ("C.A. Turner" and,
          together  with   Action  Contract  Services   Inc.,  a   Delaware
          corporation,  the "Turner Group"); Cambridge Construction Service
          Corp.,   a  Nevada   corporation   ("Cambridge");  Lake   Charles
          Construction  Company,  a  Louisiana  corporation  ("Lake Charles
          Construction" and, together  with its wholly-owned  subsidiaries,
          the  "Lake  Charles  Group");  Industra  Service  Corporation,  a
          British Columbia,  Canada  corporation ("Industra  Service");  MM
          Industra,  Limited,  a  Nova  Scotia,  Canada  corporation   ("MM
          Industra");  United Eco  Systems,  Inc.,  a Delaware  corporation
          ("United Eco");  Separation and Recovery Systems,  Inc., a Nevada
          corporation  ("SRS");  Chempower,   Inc.,  an  Ohio   corporation
          ("Chempower"); and Specialty Management Group, Inc., d.b.a/CCG, a
          Texas corporation ("CCG").

          DEVELOPMENT OF THE BUSINESS

             The Company was organized under the  laws of Ontario, Canada in
          1969 and  entered the  environmental business  in 1987 under  the
          name ECO Corp.   Between 1987 and 1992, the Company developed and
          marketed certain environmental technologies, including commercial
          and  residential  food waste  composting  systems.   The  Company
          discontinued  its  composter operations,  which  resulted in  the
          eventual write-down  or sale of  substantially all of  the assets
          associated with such operations  by 1993.  The  Company continues
          to  license these environmental  technologies to other companies,
          but  revenues derived  from the  licensing of  such environmental
          technologies accounted for  less than 1.0% of the Company's total
          revenues during fiscal 1997.

             Since 1993,  the  Company  has  entered its  current  lines  of
          business and  has grown substantially through  acquisitions of
          other companies.

          ACQUISITIONS

             In November  1993, the Company  purchased the operating  assets
          and  businesses of  the Turner  Group, which  is located  in Port
          Arthur, Texas and provides construction, maintenance, demolition,
          and    industrial   maintenance   services   to   petroleum   and
          petrochemical  refineries along  the Gulf  Coastal region  of the
          United  States.   Management  believes that  as  a result  of the
          acquisition of the Turner  Group, the Company is  well positioned
          to provide  industrial maintenance services to  the petroleum and
          petrochemical  refining industry.  The Turner Group has a 50-year
          operating history and is located in a region that has the largest
          crude refinery capacities in the United States.

             In June  1994, the Company  acquired Cambridge, a  construction
          management  company  located  in  Dallas,  Texas  which  provides
          project management consulting services to small contractors.

             In July  1995, the Company acquired  the Lake  Charles Group, a
          construction  company located  in Lake  Charles, Louisiana.   The
          Lake  Charles Group  commenced  operations in  1986 and  provides
          general  contracting,  industrial  maintenance,  heating  and air
          conditioning  and industrial  sheet metal services  to commercial
          and light industrial clients.

             Effective  May 31,  1996, the  Company acquired  United  Eco, a
          construction company which is  headquartered in High Point, North
          Carolina  and  provides  environmental contracting,  remediation,
          waste  water,  ground   contamination  treatment  and   recycling
          services to  clients in the  eastern and southeastern  regions of
          the United  States.  United  Eco operates two  thermal desorption
          treatment facilities.

             Effective July 1, 1996, the Company  acquired all of the issued
          and outstanding shares of capital stock of SRS, which is based in
          Irvine,  California.     SRS   manufactures  and   distributes  a
          proprietary line of SAREX  oil filtration and separation systems.
          There are approximately  30,000 such systems currently  installed
          in  one-half of the world's oil and petrochemical tankers as well
          as in major oil refineries.

             Effective  July  22,   1996,  the  Company   acquired  Industra
          Service, which  is based in Vancouver,  British Columbia, Canada.
          Industra Service is  an industrial engineering  and environmental
          services company which  provides industrial  support services  to
          the power  generation, petroleum  and petrochemical refining  and
          forest products industries principally  in western Canada and the
          northwestern United States.  The Company effected a take-over bid
          for  Industra  Service  by  exchanging 1,486,997  shares  of  the
          Company's Common Shares, which  had a fair market value  of $10.7
          million,  for 94.0% of the outstanding  shares of Industra common
          stock.  In  December 1996, the Company received  authorization to
          acquire  the remaining  6.0% shares  of Industra  Service capital
          stock.  The Company currently  owns 99.7% of the common  stock of
          Industra Service.

             On September 3, 1996, the Company  acquired certain assets of M
          & M Manufacturing Limited  Partnership of Dartmouth, Nova Scotia,
          which provided pipefitting, assembling, machining and fabrication
          services  to the  petroleum  and  petrochemical  refining,  power
          generation,   forest  products   and  offshore   oil  exploration
          industries.    The  Company conducts  the  operations  of  M &  M
          Manufacturing Limited  Partnership through MM  Industra, a  newly
          formed  subsidiary of the Company.  Prior to their acquisition by
          the  Company, the  operations  of  M  & M  Manufacturing  Limited
          Partnership had been idle  and in receivership.  The  Province of
          Nova Scotia awarded the  Company its bid to purchase  and operate
          the assets of  the bankrupt  company, and  MM Industra  commenced
          operations in October 1996.

             On  March 4,  1997, the  Company completed  its  acquisition of
          Chempower,  a  manufacturing,   construction  and   environmental
          services company for the power generation and chemical processing
          industries,  headquartered  in  Akron,  Ohio.   A  newly  formed,
          wholly-owned  subsidiary  of the  Company  merged  with and  into
          Chempower, and Chempower became  a wholly-owned subsidiary of the
          Company.   As a result of the  merger, all of the shareholders of
          Chempower, other than two principal  shareholders (the "Principal
          Shareholders"),  received  $6.20  in   cash  for  each  of  their
          Chempower  shares, and all  Chempower optionholders  received, in
          cash, the  difference between  $6.20 and  the exercise  price per
          share for their outstanding  options.  The Principal Shareholders
          received  a portion of the  merger consideration in  cash and the
          balance  in  the  form of  a  $15.9  million  promissory note  of
          Chempower (the "Shareholder Note"), payable on February 28, 1998.
          In addition, the Company  acquired property from the shareholders
          of  Chempower  in the  amount of  $4.0  million, which  was being
          leased  by Chempower.  The Shareholder Note was collateralized by
          all of Chempower's assets, subject to the prior security interest
          of  Chempower's  bank,  and  guaranteed  by  the  Company,  which
          guaranty was collateralized by a pledge of  its Chempower shares.
          The  acquisition   was  financed  through  an   increase  in  the
          $15.0 million  Chempower bank  line of  credit and  borrowings of
          approximately  $6.0 million plus the sale by the Company of $15.0
          million in 9.5% convertible debentures due 2007.  The Shareholder
          Note was repaid  in August 1997 upon the  Company entering into a
          $52.5 million term loan.   See "Item 7.   Management's Discussion
          and  Analysis of Financial Condition  and Results of Operations -
          Liquidity and Capital  Resources."  Based on  the total 7,565,113
          Chempower shares outstanding on the effective date  of the merger
          and  the  amounts  due  to  Chempower  optionholders,  the  total
          acquisition cost was approximately $50.0 million.

             On September 1, 1997, the Company  acquired CCG, a provider  of
          maintenance and specialty construction services to commercial and
          retail  clients throughout Canada  and the United  States.  Major
          clients  include Southland  Corporation, Pier  1,  Computer City,
          Office Depot, Toys 'R' Us and  PetCo Stores.  CCG has developed a
          proprietary  management  information  software  system  which  is
          planned to  expand the  Company's energy management  services for
          industrial  clients.   The  consideration  for  CCG consisted  of
          265,000 shares of the  Company's Common Shares, which had  a fair
          market value of approximately $2.6 million.

          OTHER BUSINESS VENTURES

             The Company entered  the environmental remediation  business in
          fiscal  1993, with  the  acquisition of  Eco Environmental,  Inc.
          ("Eco  Environmental"),  a provider  of  such  services based  in
          Houston, Texas.  On  January 1, 1996, the Company acquired all of
          the outstanding capital stock  of Environmental Evolutions,  Inc.
          ("Environmental  Evolutions"), in exchange  for 400,000 shares of
          the Company's Common  Shares, which  had a fair  market value  of
          approximately $2.4  million.  Environmental  Evolutions, based in
          Corpus Christi, Texas, provided hazardous spill response services
          to the pipeline and power generation industries located primarily
          along the Gulf Coast of Texas.

             As of August 31, 1997, the  Company sold Eco Environmental  and
          Environmental  Evolutions,  for  an  aggregate  of  $11.0 million
          payable  in a  one-year promissory  note.   The net  gain  to the
          Company was  $2.4 million.  See "Item 13. Certain Relationships and
          Related Transactions."  The sale  was part of  the Company's
          strategic  plan  to  focus  on industrial  support  services  and
          specialty fabrication services, while limiting  its environmental
          services  to waste water  processing, ground  water contamination
          treatment and recycling. 

             The Company owns approximately 35.7% of the outstanding  common
          stock  of  EIF  Holdings,  Inc., a  Hawaii  corporation  ("EIF"),
          subject  to  a  purchase  option  it  granted  to  the  principal
          executive officer of EIF (who was a former executive officer of the
          Company) to purchase such shares through December
          1998.  The Company has the right to acquire additional EIF common
          stock if EIF  stockholders approve a recapitalization plan.   EIF
          is engaged  in environmental construction  related activities and
          its common stock  is traded on  the OTC Bulletin Board  under the
          symbol  EIFH.   In 1996,  American Eco had  provided EIF  a $5.25
          million line of  credit.  In  July 1997, the  line of credit  was
          increased  to $15.0 million, and  in September 1997,  the line of
          credit was  further increased to  $20.0 million, with  a maturity
          date  of August 18, 1998.  The outstanding amount was $17,873,000
          at November 30, 1997.  American  Eco has the right to convert the
          entire indebtedness  (less $1.0  million for  the above-mentioned
          purchase  of 10,000,000  additional EIF  shares) into  EIF common
          stock at a price equal to  85.0% of the five day weighted average
          price of the EIF common  stock prior to conversion, all of  which
          is subject to shareholder approval. EIF plans to hold its shareholder
          meeting during the second quarter of 1998 to seek shareholder
          approval of the above transactions and other transactions.

          PROPOSED ACQUISITION OF DOMINION BRIDGE CORPORATION

             On  February  20,   1998,  the  Company  and  Dominion   Bridge
          Corporation, a Delaware corporation ("Dominion  Bridge"), entered
          into  a non-binding  letter of  intent (the  "Letter  of Intent")
          which provided for (a)  the purchase of $5.0 million  of Dominion
          Bridge  common stock and warrants by  the Company (the "Dominion
          Bridge Stock
          Purchase"), (b)  a working  capital loan facility  (the "Dominion
          Bridge Loan Facility") of up  to $25.0 million to be provided  by
          the Company to Dominion Bridge, (c) the engagement of the Company
          to provide  certain management  services to Dominion  Bridge, 
          and (d) the acquisition by the Company of the business  and assets
          of Dominion Bridge.  The
          Dominion  Bridge Stock  Purchase  was completed  on February  20,
          1998, whereby the Company acquired 1,924,077 shares of common stock
          and warrants for 192,308 shares, or 6.7% of the outstanding shares
          of Dominion Bridge.
          The date for completion of the next two steps has been extended to
          March 19, 1998.  The consummation of the other transactions is 
          subject,
          among other things, to the approval of the acquisition by the
          shareholders of Dominion Bridge and the Company, and the receipt
          of all consents, regulatory and other approvals, clearances
          and other authorizations necessary to consummate the other 
          transactions, including the consent of the respective lenders
          of the Company and Dominion Bridge.
          There can  be no assurance  that the
          Company and Dominion Bridge will implement the other transactions
          proposed in the Letter of Intent or that the other transactions, 
          if completed, will be on the terms set forth in the Letter of Intent.
          Dominion   Bridge   primarily   operates   as   a   diversified
          international  engineering  and  construction  company  in  North
          America,  Australia  and  Southeast  Asia,   and  has  additional
          operations in  shipbuilding and  repair and  industrial specialty
          fasteners.  The Dominion Bridge Common Stock is traded on the Nasdaq
          National Market.

             Immediately following the  consummation of the  Dominion Bridge
          Stock Purchase, Michael  E. McGinnis, the Chairman  of the Board,
          President and Chief Executive Officer of the Company, was elected
          to  serve  on Dominion  Bridge's Board  of  Directors for  a term
          expiring in 1999 and on the Executive Committee thereof.

          OVERVIEW OF BUSINESS AND GEOGRAPHICAL SEGMENTS

             The  Company is  pursuing  a  strategy of  becoming  a  single-
          source, industrial  support services  provider for  the petroleum
          and petrochemical refining, power generation and forest  products
          industries  in the United States and Canada.  Within this general
          line  of business,  the Company  provides industrial  support and
          specialty fabrication services.

             The following  table provides information  with respect to  the
          Company's three principal business segments.



                                   ENVIRONMENTAL  INDUSTRIAL   SPECIALTY
                                    REMEDIATION    SUPPORT    FABRICATION
                                     SERVICES      SERVICES     SERVICES
                                   ------------   ---------   -----------
                                               (In thousands)
           FISCAL 1997
           Contract income from     
           customers . . . . . .    $12,125(1)   $147,424       $60,929
           Operating income (loss)       (514)     15,135        11,763
           Depreciation and               
           amortization  . . . .          923       3,336         1,123
           Capital Expenditures           312       1,871         1,536

           FISCAL 1996
           Contract income from     
           customers . . . . . .    $  18,489    $ 94,584       $ 6,456
           Operating income  . .        2,539       2,812         2,603
           Depreciation and               
           amortization  . . . .          699       1,063           470
           Capital expenditures           
           during the year . . .          516       1,336         6,155

           FISCAL 1995
           Contract income from      
           customers . . . . . . .  $   5,362      $ 41,322          --
           Operating income  . . . .      505         2,555          --
           Depreciation and               
           amortization  . . . . . .      214           893          --
           Capital expenditures            
           during the year . . . . .       54         1,675          --



          (1)  The sale  of Eco Environmental and  Environmental Evolutions
               on  August  31,   1997  will  significantly  reduce  the
               operations  and results  of  the  environmental  remediation
               services segment in future years.

             The following  table provides information  with respect to  the
          geographic segmentation of the Company's business.




                                                             UNITED
                                                CANADA       STATES
                                               --------    ----------
                                                   (IN THOUSANDS)
               FISCAL 1997
               Contract income . . . . . . .  $50,835      $169,643
               Operating income  . . . . . .    7,728        18,656
               Depreciation and amortization    1,223         4,190
               Capital expenditures during
               the year  . . . . . . . . . .      124         3,595

               FISCAL 1996
               Contract income . . . . . . .  $ 6,509      $113,020
               Operating income  . . . . . .       90         7,864
               Depreciation and amortization      166         2,066
               Capital expenditures during      
               the year  . . . . . . . . . .    6,151         1,856

               FISCAL 1995
               Contract income . . . . . . .       --      $ 46,684
               Operating income  . . . . . .       --         3,060
               Depreciation and amortization       --         1,107
               Capital expenditures during         
               the year  . . . . . . . . . .       --         1,729


             The Company  is attempting to cross market its services so that
          it may win  single-source, turnkey projects to repair,  clean and
          refurbish clients' facilities in the petroleum and  petrochemical
          refining, power generation and forest products industries.   Such
          cross-selling efforts have  included training the  staff and,  in
          particular, the  business development personnel from  each of the
          Company's  acquired subsidiaries  so  that  they  understand  the
          capabilities of all of the  Company's other subsidiaries.  During
          fiscal 1996, SRS, Industra Service and United  Eco were awarded a
          contract   to  construct   a  facility,   Mid-Atlantic  Recycling
          Technologies   ("MART"),  in   New  Jersey   that  treats   soils
          contaminated by hydrocarbons, heavy coal tars and polychlorinated
          biphenyls.    The  facility,  50.0% of  which  was  owned  by the
          Company, services utilities, environmental contractors  and heavy
          manufacturing  industries throughout  the northeastern  region of
          the  United  States,  and incorporates  remediation  technologies
          provided by United  Eco and SRS to treat  contaminated soil.  The
          facility commenced operations  in July 1997.   In November  1997,
          the Company sold its 50.0% interest in MART for $14.0 million and
          recorded a gain of $6.4 million.  During fiscal 1997, the Company
          obtained  a  contract to  fabricate  and  erect  a  850-ton  bulk
          material shiploader in Port Moody, British Columbia.  MM Industra
          fabricated the  "bridge" and other components  of the shiploader,
          while Industra  Service completed the  final assembly,  erection,
          testing and commissioning of the shiploader.

          INDUSTRIAL SUPPORT SERVICES

             The Company provides industrial  support services to clients in
          the petroleum  and petrochemical  refining, power  generation and
          forest  products industries  through the  Turner Group,  the Lake
          Charles  Group, Industra Service,  Chempower, SRS  and CCG.   The
          industrial    support   service   business    segment   generated
          approximately 66.9% of the Company's revenues during fiscal 1997.

          INDUSTRIAL SUPPORT SERVICES MARKET

             Petroleum refiners  must replace and  repair process  equipment
          and piping  systems on an on-going basis in order to maintain the
          operability and efficiency of their facilities and to ensure that
          such facilities comply with safety and environmental regulations.
          Refinery maintenance projects vary  in scope from routine repairs
          to  major   capital  improvements.     Petroleum  refiners   must
          continually make routine repairs to equipment and piping systems.
          Other  repair and  maintenance projects  require the  shutdown of
          operating units or the  entire refinery.  In addition  to routine
          maintenance, refiners undertake  capital improvement projects  to
          refurbish their  facilities.  Such projects take from between six
          months  to  three years  to  complete  depending upon  the  type,
          utilization  rate and  operating  efficiency  of  the  particular
          refinery.

             There are approximately 175 operating refineries in the  United
          States.   Texas and Louisiana  have an aggregate  of 50 operating
          refineries and  management believes that the  Gulf Coastal region
          of the  United States  accounts  for approximately  43.0% of  the
          United  States' petrochemical  and  petroleum refining  capacity.
          The  Company believes  that the  typical refinery  in the  United
          States is an aging  facility that must process petroleum  at high
          utilization  rates while  complying with  stringent environmental
          regulations.  High utilization rates accelerate a facility's rate
          of deterioration and increase the need for repair and maintenance
          work.  The Company also believes that any increase in utilization
          capacity is likely to require  the refurbishing and expansion  of
          existing  facilities  due  to  the high  cost  and  environmental
          opposition associated  with the  construction of  new facilities.
          In  addition,   refiners   have  reduced   internal   maintenance
          personnel.

             The power generation industry in  the United States  has become
          more  competitive  as  the Federal  Energy  Regulatory Commission
          begins  to implement the provisions  of the Energy  Policy Act of
          1992, which deregulates the electric power generation industry by
          allowing independent  power producers and  other companies access
          to its  transmission and distribution systems.   The anticipation
          of  such  deregulation  has  forced  utilities  to  reduce  their
          operating costs in  order to  produce power  at more  competitive
          rates.   Utilities have attempted  to accomplish this  in part by
          deferring repairs and refurbishing existing power plants.  In the
          near  term, such deferred maintenance  could reduce the amount of
          contract business  available.  However,  management believes that
          in the longer term  power generation companies will be  forced to
          make  needed repairs,  and they  may increasingly  outsource such
          services.

          MARKETING

             The Company provides industrial support services to clients  in
          the petrochemical  and petroleum  refining industries  located in
          the  Gulf Coastal and midwestern regions of the United States and
          in  Nova Scotia, British Columbia  and Alberta, Canada.   Many of
          the  Company's customers  operate  multiple  refineries, and,  in
          general,  decisions to  award  work are  made  at each  operating
          facility.  In most cases,  bids are prepared by the Company  on a
          job-by-job basis.   Fee arrangements for  their services are  bid
          either fixed-price or based on detailed time and material billing
          schedules.     Bids   generally  are   awarded  based   on  price
          considerations,  although  scheduling,  efficiency,  quality  and
          safety  are   also  factors  in  the   customer's  determination.
          Although the Company performed a  significant amount of work  for
          certain  refining facilities,  performance on  any given  project
          does  not ensure  subsequent  work  at  that  facility  or  other
          facilities of that  customer.  Conversely, the loss  of a bid for
          any one project does  not affect the Company's ability  to obtain
          additional work from that customer.

             Historically,  the  Turner  Group  has  derived  much  of   its
          revenues  from  long-term  contracts  with  major  petroleum  and
          petrochemical refining facilities in and around the Beaumont/Port
          Arthur,  Texas area.  The Turner Group has also provided services
          to companies  in the chemical, gas processing pipeline and liquid
          terminal industries.   Since  its acquisition  by the  Company in
          1993,  the Turner  Group's marketing  efforts have  been expanded
          geographically  to include  the entire  Gulf Coastal  region from
          Pascagoula, Mississippi to Corpus Christi, Texas.

             The Lake Charles Group typically bids for its construction  and
          industrial support projects on a project-by-project basis and, in
          the past, it has not won long-term industrial support  contracts.
          Management is attempting  to win  long-term  industrial  support
          contracts from petrochemical and petroleum refineries located  in
          the Baton Rouge and  Lake Charles, Louisiana areas.   Because the
          management of each refinery typically selects its own maintenance
          contractors,  management  believes that  it  is  important to  be
          perceived as  a  local  contractor.   Based  upon  the  Company's
          existing contacts, it is  hoped that the Lake Charles  Group 
          gives the Company  a local presence in the  Baton Rouge and Lake
          Charles areas,  which have a high  concentration of petrochemical
          and petroleum refining facilities.

             Industra  Service  markets to  the pulp  and paper  industry in
          western Canada  and the northwestern  United States.   It  offers
          turnkey services  for projects  from the engineering  through the
          construction and  manufacturing phases.   These  services include
          insulation, asbestos  removal and fireproofing,  and normally are
          obtained  through competitive  bidding.    Industra Service  also
          offers these  services, as well as oil  sands extraction services
          to the oil/gas and petrochemical industry, in Alberta, Canada.

             The  major  customers of  Chempower are  in the  electric power
          generation  and chemical  industries  located in  Ohio and  other
          midwestern  states.   To  service  its  customers, Chempower  has
          established  a  network  of  facilities  in  Ohio,  Pennsylvania,
          Tennessee and West Virginia.  In anticipation of the deregulation
          in  the electric  power generation  industry, some  utilities are
          outsourcing some of the repairs and refurbishments of their power
          plants.  Chempower is seeking these outsourced projects.

          SERVICES

             Total  Unit  Turnarounds.    The  Company  performs  turnaround
             ------------------------
          services involving maintenance of crude distillation units,
          catalytic reformer units, delayed coker units, alkylation units,
          platformers, fluid catalytic cracking  units and butamer units as
          part of one project.  These services also involve the maintenance
          and  modification  of  heat  exchangers,  heaters,  vessels,  and
          piping.

             Planning and  Management Services.   The Company has  developed
             ---------------------------------
          the planning capabilities, operation skills and field supervision
          techniques necessary to manage all aspects of turnaround projects
          and  other  maintenance services.    When  managing a  turnaround
          project, the Company is  responsible for cost control procedures,
          resource  planning  and  scheduling,  safety  control,  hazardous
          material handling,  hiring and  training of  personnel, procuring
          equipment   and   tools,   performing   field   inspections   and
          coordinating  the  entire  project.     Certain  aspects  of  the
          turnaround project and certain specialized types of welding often
          are  provided  directly  by the  Company.    Other  aspects of  a
          turnaround  project are  performed  by  subcontractors under  the
          supervision  of  the Turner  Group.    In addition,  the  Company
          develops  suggested maintenance  programs  that  incorporate  its
          experience from prior projects.

             Process  Heater  Maintenance.    The  Company  repairs  process
             ----------------------------
          heaters. The installation and maintenance of process heaters requires
          skilled  craftsmen and  supervisors and  specialized construction
          techniques.

             Fluid Catalytic Cracking Unit Turnarounds.  Fluid Catalytic
             -----------------------------------------
          Cracking  Units  ("FCCU") require  a  high  level of  maintenance
          because  of extremely  high temperatures  inside the  unit  -- in
        excess of 1000 degrees F -- and due to their many internal parts, which
          consist generally  of stainless  steel components  and refractory
          lining  systems.   Refractory  is  a heat  resistant  lining that
          insulates the inner shell of the cracking unit vessels.  The main
          pieces  of equipment in a  FCCU are the  reactor, the regenerator
          and  the flue gas exhaust system.   Most of the repair and revamp
          work required  during a turnaround  project is performed  on this
          equipment.     Major   revamp  work   is  required   to  increase
          efficiencies of the  FCCU and  to reduce air  pollution from  the
          unit.   In  most  cases, the  mechanical  work --  involving  the
          disassembly  and  repair  of  the  unit  components  --  and  the
          refractory  work --  involving the  "spraying" of  the refractory
          material onto the inside of the units' vessels -- is performed by
          different  contractors.    The  Company  provides  all  of  these
          services.

             Emergency Response Services.  The Company provides temporary 
             ---------------------------
          workers for  fast response situations  such as repair  and revamp
          services in connection with  refinery fires, explosions and other
          accidents.    Management  believes  that  the  Turner  Group  has
          enhanced its relationships  with customers by  responding quickly
          to  these types  of emergencies  and by  providing timely  repair
          services.

             Dismantling and Demolition Services.  The Company provides
             -----------------------------------
          dismantling   and  demolition   services   when   a  client   has
          decommissioned  an entire facility or  unit within its  plant.  A
          typical  dismantling  project  begins  by  identifying  potential
          safety hazards and preparing  a work plan, including an  estimate
          of  the number and type  of personnel and  equipment necessary to
          complete the project.  Personnel then  examine and, if necessary,
          drain refinery  pipelines or  remove asbestos or  other hazardous
          materials.  Dismantling services are often performed using cranes
          which are  equipped with torches or  hydraulic guillotine shears.
          In  addition,  the  Company  may  use  explosives  in  performing
          demolition work.  Dismantled equipment  is cut into scrap  pieces
          and sold in the scrap market.  Sometimes dismantled equipment can
          be salvaged and sold.

             Aboveground Storage Tank Services.  The Company provides its 
             ---------------------------------
          customers   with  maintenance   and  modification   services  for
          aboveground storage  tanks ("AST").  Maintenance and modification
          services  involve the design,  construction, and  installation of
          pollution  control  devices  such   as  floating  roof  and  seal
          assemblies, secondary containment systems (double bottoms), and a
          variety of underground and aboveground piping systems in existing
          AST's.   The Company also  installs, maintains and  modifies tank
          appurtenances,  including  spiral  stairways, platforms,  gauging
          systems, fire protection systems, rolling ladders, and structural
          supports.

             ASME Code Stamp Services.  The Turner Group is qualified to
             ------------------------
          perform services  on equipment  that contain American  Society of
          Mechanical  Engineer  Code Stamps  ("ASME  Codes").   Many  state
          agencies and insurance companies require that qualified ASME code
          installers perform services on ASME coded equipment.  Many of the
          Turner  Group's competitors  are not  ASME code  qualified, which
          requires them to subcontract portions of a project involving work
          with coded equipment.

             Instrumentation and Electrical.  The Company provides lighting,
             ------------------------------
          power and instrumentation wiring for  electrical systems of up to
          5,000  volts.   It also  installs, terminates,  troubleshoots and
          commissions  switches, transformers  and  associated control  and
          monitoring equipment and is qualified to calibrate and commission
          both  electrical and  pneumatic instrument  systems.   The Turner
          Group  has  had  extensive  experience with  the  conversion  and
          physical design of distribution control systems.

             Oil  Separation and  Removal  Systems.   The  Company  installs
          SRS's 
             ----------------------------------
          proprietary  SAREX  oil  separation  and  removal  systems  which
          extract reusable oils from sludges and oily water.  Approximately
          30,000 of  SRS's SAREX  oil separation  and removal systems  have
          been installed in oil tankers and petroleum refineries around the
          world.

          COMPETITION

             The   market  for   industrial  support   services  is   highly
          competitive.   Many competitors have greater  financial and other
          resources than  the Company.  Additionally,  the Company competes
          with numerous small, independent contractors which, collectively,
          have  a  significant share  of  the  market for  these  services.
          Competitive   factors   for   these   services    include   price
          considerations,   performance   record,   quality,  and   safety.
          Construction  orders are  customarily  awarded after  competitive
          bids have been submitted as proposals based on the estimated cost
          of each job.

          ENVIRONMENTAL SERVICES

             The  Company  provides  environmental  remediation  and   waste
          services   through  United  Eco,   Industra  Service,  Chempower,
          Cambridge and SRS.  Remediation includes the on-site clean-up and
          treatment of  hazardous and  non-hazardous organic  and inorganic
          contaminants utilizing a number  of technologies.  Waste services
          include  removal,  encapsulation,  stabilization,  treatment  and
          disposal  services.     The  environmental  remediation  services
          business  segment generated approximately  5.5% of  the Company's
          revenues  during fiscal 1997, but  should be a lesser contributor
          of  revenues in  fiscal  1998 as  a  result of  the  sale of  Eco
          Environmental and Environmental Evolutions effective as of August
          31,  1997.  The sale was part  of the Company's strategic plan to
          focus on industrial  support services  and specialty  fabrication
          services.

          THE ENVIRONMENTAL REMEDIATION MARKET

             Growth  in  the environmental  remediation  industry  has  been
          influenced by the following legislation:

             CERCLA--The Comprehensive Environmental Response,  Compensation
             and Liability Act  of 1990 ("CERCLA"  or the  "Superfund Act").
             The  Superfund  Act  authorizes  the  Environmental  Protection
             Agency (the  "EPA") to  coordinate  responses to  environmental
             emergencies  and  establishes liability  for cleanup  costs and
             environmental  damages on  present and/or  previous  owners and
             operators  of  treatment  facilities  and disposal  sites,  and
             persons  who  generated,   transported  or  arranged  for   the
             disposal  or  transportation  of  wastes  to  such  facilities.
             These  provisions  are enforceable  by  lawsuits  initiated  by
             either the EPA or private citizens.

             FFCA--The  Federal  Facilities Compliance  Act  of  1992 allows
             states  and  the  EPA  to  enforce  solid and  hazardous  waste
             violations   against   federal  facilities,   including   those
             operated  by  the   Department  of  Defense  ("DOD")  and   the
             Department  of Energy  ("DOE"), the  primary federal  hazardous
             waste generators

             Management   recognizes  that   the  environmental  remediation
          industry, which  is largely the creation  of federal legislation,
          is  sensitive to shifts in public opinion and legislation.  While
          there is growing anti-regulatory  sentiment in the United States,
          management does not believe that this political trend will have a
          substantial   impact  on  the  Company's  environmental  services
          business.  The Company has targeted projects involving soil, coal
          and  tar  remediation  and  ground water  cleanup.    The cleanup
          projects on  which the Company typically works  have already been
          designed and planned and, management believes, are unlikely to be
          delayed or canceled in the near term as a result of deregulation,
          if any.

          MARKETING

             The sale of Eco Environmental and Environmental Evolutions  was
          part of  the  Company's strategic  plan  to focus  on  industrial
          support   services  and  specialty  fabrication  services,  while
          limiting its  environmental services  to waste  water processing,
          ground water contamination treatment and recycling.

             The  Company derives revenues in  its environmental remediation
          segment from a variety of customers, including owners and tenants
          of commercial and industrial  property, insurance companies, real
          estate development  companies, and state  and municipal entities.
          The Company typically contracts  directly with owners, operators,
          or tenants  of properties  and  works closely  with the  client's
          environmental  consultants  in  performing  its  services.    Fee
          arrangements for its services are bid either fixed-price or based
          on  detailed  time  and material  billing  schedules.   Bids  are
          typically  awarded   based  on  price,   scheduling,  experience,
          efficiency,  quality, and  safety  considerations.   The  Company
          markets  its services directly to  companies that are  in need of
          remediation,   abatement,  or  renovation  services  as  well  as
          consulting firms.  During  the year ended November 30,  1997, the
          Company provided environmental remediation services to clients in
          Texas,  Louisiana,  Wyoming,   North  Carolina,  South  Carolina,
          Virginia, Georgia and Tennessee.   The Company provides emergency
          spill response services  to utility, petrochemical  and petroleum
          refining  clients  located in  Texas.    Environmental Evolutions
          serviced this market through  business development personnel  and
          by field representatives at  project sites located throughout the
          Gulf Coastal region.   The SRS SAREX System is  offered worldwide
          for  on-site treatment  of  refinery, petrochemical,  marine  and
          other industrial waste materials.

          SERVICES

             The  environmental  services  segment  provides  the  following
          specialized environmental remediation services:

             Soil Remediation.  The Company employs bioremediation, vapor
             ----------------
          extraction, thermal desorption  and other  techniques to  degrade
          hazardous  and  non-hazardous contaminates  in  soil.   Areas  of
          application   include  soils,  sludges,   slurries,  and  liquids
          contaminated  with   hydrocarbons,  creosote,  pentachlorophenol,
          pentachloroethylene, PCB's, digester sulfides,  phenols, benzene,
          toluene, chlorinated aliphatic solvents and raw sewage.

             Equipment Rental.  The Company rents to third parties certain 
             ----------------
          equipment used  in  the environmental  and remediation  industry,
          including air filtration devices, vacuums and sprayers.

          PROPRIETARY TECHNOLOGIES

             The  Company  has developed  and  licenses certain  proprietary
          technologies  that  it  uses  in  its  environmental  remediation
          business.  United Eco has  entered into an agreement to  deploy a
          technology   for   the   chemical   stabilization   of  materials
          contaminated  with heavy  metals.   The Molecular  Bonding System
          ("MBS") is a patented technology of Solucorp Industries Ltd.  The
          MBS technology uses a mobile facility to process large quantities
          of  soils,  ash, sediments  and sludges.   The  agreement permits
          United Eco to use this technology throughout North America.

          COMPETITION

             The environmental services industry is highly competitive  with
          numerous  companies  of various  sizes,  geographic presence  and
          capabilities  participating.   The principal  competitive factors
          for   these  services   are  operational   experience,  technical
          proficiency, scope of services offered, local presence and price.
          Certain  competitors have  greater financial  resources or  offer
          specialized techniques  or services not provided  by the Company.
          Additionally,  the  relatively  recent  entry  of  aerospace  and
          defense  contractors,   as  well   as   large  construction   and
          engineering firms into  the environmental  services industry  has
          increased competition.   Management believes that  the demand for
          environmental services is still  developing and expanding and, as
          a  result, many  small  and  large  firms  will  continue  to  be
          attracted to the industry.

          SPECIALTY FABRICATION SERVICES

             The Company provides specialty fabrication services to  clients
          in the petroleum and  petrochemical refining, forest products and
          offshore oil exploration industries through the Turner Group, the
          Lake  Charles  Group, Industra  Service,  Chempower,  SRS and  MM
          Industra.  The  Company's specialty fabrication service  business
          segment generated approximately $60.9 million during fiscal 1997,
          or 27.6% of the Company's total revenues for that period.

          SPECIALTY FABRICATION SERVICES MARKET

             The  specialty  fabrication  services  market includes  general
          industrial and offshore construction projects, ranging greatly in
          size and  complexity of  the project.   The  market in  which the
          Company participates is affected  by the state of the  economy in
          general  as well  as the  levels of  capital expenditures  in the
          chemical, petrochemical and refining industries.

          MARKETING

             The Company  typically obtains  specialty fabrication  business
          by submitting proposals to local plant managers on a  project-by-
          project basis.   If the  Company is engaged  by a customer  for a
          specialty fabrication project, the services usually are  provided
          pursuant  to  a  fixed-price contract.    The  Company also  will
          negotiate fee arrangements and cost reimbursements, although such
          arrangements  are  less  frequently  obtained   than  fixed-price
          contracts.    The Company  has  found that  plant  managers award
          contracts based primarily upon price, but scheduling, product and
          service  quality  and  safety  also contribute  to  a  customer's
          determination.   Each of the Company's  subsidiaries prepares and
          submits its  own contract proposals.  The Company directs broader
          marketing   efforts  such  as  placing  advertisements  in  trade
          publications.    In  addition   to  these  efforts,  the  Company
          encourages    each    subsidiary   to    generate   cross-selling
          opportunities for the Company's other subsidiaries.

          SERVICES

             The  Company owns  and  operates  approximately 687,000  square
          feet of specialty fabrication facilities in the United States and
          Canada  where it  constructs  piping,  power  boiler  assemblies,
          pressure  vessels, reactors, drums, towers, precipitators, tanks,
          exchanger  retubing, heater  coils, and  components, and  various
          equipment  used  in  connection  with process  industries.    The
          Company also  performs emergency  fabrication at  facilities when
          necessary  to assist  their customers.   In  many instances,  the
          facilities are operated 24  hours per day to assist  a turnaround
          project.  The  Company also provides  machining services used  to
          rework pumps, turbines, compressors, tail shafts, rudder  shafts,
          couplings, hydraulic  cylinders  and other  refinery  components.
          The Company erects structural steel support  systems such as pipe
          racks  and  scaffolding, components  which the  Company sometimes
          fabricates according to customized specifications.  The Chempower
          manufacturing services  include  design and  fabrication of  pre-
          insulated panels for industrial  equipment applications, of metal
          casings  for  machines  used  in  the  gaming   industry  and  of
          electrical switch  gear, power distribution systems  and bus duct
          systems for  mass transit  authorities,  utilities, chemical  and
          other industrial facilities.

             SRS manufactures  and sells its  SAREX process, an  integrated,
          three phase, oily water processing treatment system that combines
          centrifugal technology  for sludge dewatering  and oil  recovery.
          This  process is  currently  utilized  by hydrocarbon  processing
          clients in  the United  States, France, South  Africa, Venezuela,
          Saudi Arabia and Singapore.

          COMPETITION

             The companies competing  in the specialty  fabrication services
          market are widely  segmented, with few large participants.   Many
          of  the competitors  are local  entities.   The Company  seeks to
          offer a full range of services to potential customers, and, where
          necessary, to  enter into strategic alliances  and joint ventures
          with  competitors that provide  complementary services in bidding
          on projects.  Competitive factors include price, quality, product
          availability and delivery.

          RESEARCH AND DEVELOPMENT

             The Company does not have a research and development program.

          CUSTOMERS

             During fiscal 1997 the Company generated  66.9% of its revenues
          from industrial  customers in general  and 44.7% of  its revenues
          from  customers  in  the  petroleum  and  petrochemical  refining
          business in  particular.  Huntsman Chemical, International Paper,
          Mobil  Oil, American Electric Power, Ashland Oil and Brown & Root
          together accounted for approximately 31.3% of the Company's total
          revenues  in  fiscal  1997, compared  to  18.0%  of  its top  six
          customers  in fiscal 1996.  Huntsman Chemical accounted for 7.9%
          of the Company's  revenues  during  fiscal  1997.
          The loss of any  one of these  key customers could
          have  a  material adverse  impact  on  the Company's  results  of
          operations and financial condition.  Management believes that the
          Company's continued efforts to  expand and diversify its customer
          base, in  addition to the  effects of a  full year of  operations
          from Chempower  and the  operations of Dominion  Bridge, assuming
          completion of such acquisition, will further reduce the Company's
          dependence on certain key customers.   See "Item 7.  Management's
          Discussion  and Analysis  of Financial  Condition and  Results of
          Operations."

          BACKLOG

             At November 30,  1997, the Company's backlog was  approximately
          $215.0 million,  which  included backlog  of approximately  $29.0
          million   at  November  30,  1997  of  CCG.    This  compares  to
          approximately $125.0 million of backlog for such contract work at
          November  30, 1996.   Between December 1,  1997 and  February 28,
          1998, the  Company  entered  into additional  contracts  with  an
          estimated value of $17.8 million.   Backlog represents the amount
          of revenue  that the Company expects  to realize from  work to be
          performed   on  uncompleted  contracts   in  progress   and  from
          contractual  agreements  upon  which   work  has  not  commenced
          within the next 12-month period.
          Contracts included  in backlog  may have provisions  which permit
          cancellation  or delay in their  performance and there  can be no
          assurance  that any work orders  included in backlog  will not be
          canceled or delayed.

          EMPLOYEES

             At  February  28, 1998,  the  Company  employed  576  full-time
          employees and 1,723 hourly workers, some of whom were represented
          by  labor  unions under  agreements  expiring  at various  dates.
          Total employment  levels ranged from  1,976 to 4,138  workers per
          week during fiscal 1997.   Management believes that it  maintains
          good relations with its employees.

             It   has  been   the  Company's   experience  that  hourly-rate
          employees are  generally available  in the quantity  required for
          its projects over  an extended period of  time.  The Company  has
          not  experienced a  significant work  stoppage and  considers its
          employee relations to be good.

          RAW MATERIALS

             The Company has not experienced any difficulties obtaining  the
          raw materials needed by its operating segments.

          GOVERNMENT REGULATION AND RISK MANAGEMENT

             Certain of  the Company's services  involve contact with  crude
          oil, refined  petroleum products, asbestos  and other  substances
          classified as hazardous material under the various federal, state
          and  local  environmental  laws.   Under  these  laws,  hazardous
          material is regulated from  the point of generation to  the point
          of disposal.   In addition,  the EPA has  issued regulations  for
          hazardous  waste  remediation   contractors.    To   management's
          knowledge,  the operating  segments  have  obtained all  required
          permits and licenses in the states in which they operate.

             All  of the  Company's operations  are subject  to  regulations
          issued  by  the  United  States  Department  of Labor  under  the
          Occupational Safety  and Health Act ("OSHA").   These regulations
          set forth  strict requirements for  protecting personnel involved
          with  any  materials  that  are classified  as  hazardous,  which
          includes  materials  encountered  when  performing  many  of  the
          Company's  services.   Violations  of these  rules can  result in
          fines and suspension of licenses.  To management's knowledge, the
          Company and all  of its subsidiaries  are in material  compliance
          with OSHA.

             The Company's safety and training efforts are directed  through
          its subsidiaries.   In addition  to training designed  to advance
          the skill level  of individual employees, the  Company uses entry
          level screening  and broad-based  skills development programs  to
          improve the overall quality and technical competence of  its work
          force.   The Company has a  designated safety officer at  each of
          its  subsidiaries   who  is  responsible   for  compliance   with
          applicable  governmental procedures  and  the Company's  internal
          policies  and practices.   All of  the Company's  technicians are
          subject  to  pre-employment, scheduled  and random  drug testing.
          The Company's operations and personnel are subject to significant
          regulations  and certification  requirements imposed  by federal,
          state and other authorities.

             The  Company   maintains  worker's  compensation  insurance  in
          accordance with statutory  requirements and contractors'  general
          liability insurance with an  annual aggregate coverage limit that
          varies  with each  subsidiary.   The Company's  general liability
          insurance specifically excludes all pollution related  claims and
          fines levied against the Company as a result of any violations by
          the  Company of the regulations issued by the Department of Labor
          under   OSHA.    To  date,  the  Company  has  not  incurred  any
          significant fines  or penalties  or any liability  for pollution,
          environmental  damage,  toxic  torts  or   personal  injury  from
          exposure to  hazardous wastes.   However, a  successful liability
          claim  for  which  the  Company  is  only  partially  insured  or
          completely uninsured could have a material adverse  effect on the
          Company.   In addition, if the Company  experiences a significant
          amount  of  such claims,  increases  in  the Company's  insurance
          premiums could materially and adversely  affect the Company.  Any
          difficulty   in  obtaining  insurance  coverage  consistent  with
          industry practice may also impair the Company's ability to obtain
          future  contracts, which in  most cases are  conditioned upon the
          availability of  specified insurance  coverage.  The  Company has
          not experienced  any difficulty in  obtaining adequate  insurance
          coverage  for its businesses.  Management has been advised by its
          insurance carriers that access to such insurance coverage is  not
          likely to change in the near future.

             Asbestos  abatement   projects,   and  to   a  lesser   extent,
          industrial  cleaning and  maintenance projects  generally require
          the Company to maintain appropriate levels and types of insurance
          and, in  certain instances,  require the  Company to post  surety
          bonds  or letters  of credit  in lieu  thereof.   Building owners
          require  insurance  to  protect  against  third  party,  asbestos
          related  liabilities  arising  from  the  work  performed  at  an
          asbestos abatement  site and may require  performance and payment
          bonds, or letters of credit in lieu thereof, to assure completion
          of the project  and payment of all subcontractors.   To date, the
          Company has not had any significant difficulty in  obtaining such
          bonds or letters of credit.

          SEASONALITY

             The Company's revenues  from its industrial, environmental  and
          specialty fabrication  segments may be affected by the timing and
          planned outages  at its  industrial customers' facilities  and by
          weather  with respect to outside  projects.  The  effects of this
          seasonality  may be  offset  by the  timing  of large  individual
          contracts,  particularly if all  or a substantial  portion of the
          contracts  fall within  one or  two quarters.    Accordingly, the
          Company's quarterly results may fluctuate  and the results of one
          quarter  should not be deemed to be representative of the results
          of any  other quarter  or for  the year.    The Company  believes
          revenues   derived   from   its  industrial   segment   long-term
          maintenance contracts provide a more consistent revenue base.

          ITEM 2.  PROPERTIES

             The location,  ownership, primary  use  and approximate  square
          footage of  the facilities of  the Company  are set forth  in the
          following  table.    The   Company  believes  that  its  existing
          facilities  are adequate  to meet  current requirements  and that
          suitable  additional or  substitute space  would be  available as
          needed to accommodate any expansion of operations.


           BUSINESS UNIT AND                                  APPROXIMATE
           -----------------                  PRIMARY         SQUARE FEET
             SITE LOCATION    OWNERSHIP       USE (1)       OF FLOOR SPACE
             -------------    ---------       -------       --------------

          AMERICAN ECO
             Toronto, Ontario   Leased          Adm.               2,000
             Houston, Texas .   Leased          Adm.              14,000

          CCG
             Dallas, Texas  .   Leased          Adm.               7,000

          CHEMPOWER
             Canton, Ohio . .   Owned(2)     Adm./Mfg.           205,000
             Cincinnati, Ohio   Owned       Adm./Const.           25,000

             Las Vegas,         Leased       Adm./Mfg.            47,000
              Nevada  . . . .
             Washington,
              Pennsylvania . .  Owned     Adm./Const./Mfg.     112,000(3)
             Knoxville,
              Tennessee . . .   Leased          Adm.               1,000
             Waverly,
              Tennessee . . .   Owned(2)  Adm./Const./Mfg.        95,000
             Winfield, West     
              Virginia  . . .   Owned(2)    Adm./Const.           90,000

          INDUSTRA SERVICE
             Edmonton,          Owned(2) Adm./Const./Fabr.        20,000
              Alberta . . . .                  /Ther.
             New Westminster,
              British
              Columbia . . .    Owned(2)  Adm./Const./Mfg.        74,000
                                            /Fabr./Ther.
             Portland, Oregon   Leased    Adm./Const./Eng.        22,300
             Greenville,
              South Carolina .  Leased       Adm./Eng.            14,200
             Seattle,
              Washington . . .  Leased          Adm               18,800

          LAKE CHARLES GROUP
             Lake Charles,
              Louisiana . . .   Owned    Adm./Const./Fabr.        10,000

          MM INDUSTRA
             Dartmouth, Nova
              Scotia  . . . .    Owned(2)     Adm./Mfg.            60,000
             Dartmouth, Nova
              Scotia  . . . .    Leased      Mfg./Const.          180,000
   
          SRS
             Irvine,
              California  . .    Leased       Adm./Mfg.            24,000
        
          TURNER GROUP
             Bridge City,
              Texas . . . . .    Owned        Adm./Fabr.            2,686
     
             Port Arthur,
              Texas(4). . . .    Owned     Adm./Const./Mfg.        29,000
         
          UNITED ECO
             Highpoint, North
              Carolina  . . .    Owned    Adm./Const./Remed.        7,500
             Apex, North
              Carolina  . . .    Leased          Adm.               5,000
             Lexington, South
              Carolina  . . .    Leased      Adm./Remed.            5,000
             Blacksburg,
              Virginia  . . .    Leased          Lab.               5,000
           
          ----------------

          (1)  Adm. = Administration; Const. = Construction warehouse; Mfg.
               =  Manufacturing  facility;  Fabr. =  Fabrication  facility;
               Ther.  =  Thermal  facility; Eng.  =  Engineering  facility;
               Remed. = Remediation facility; Lab. = Laboratory.
          (2)  Subject to mortgage.
          (3)  Amount  includes approximately  30,000 square feet  of floor
               space leased to unaffiliated tenants.
          (4)  This facility is situated  on 6.5 acres and contains  15,000
               square feet of office and  warehouse space and 14,000 square
               feet of covered  fabrication area.  The facility is in close
               proximity  to the  Intercoastal  Waterway where  piping  and
               other fabricated components can be shipped.

          ITEM 3.  LEGAL PROCEEDINGS

             The  Company  and  its  operating  subsidiaries  are  currently
          involved  in various claims and disputes  in the normal course of
          business.  Management  believes that the disposition  of all such
          claims,  individually  or  in  the  aggregate, will  not  have  a
          material adverse  effect on  the  Company's financial  condition,
          results of operations or cash flows.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

             The  Company  did  not   submit  any  matter  to   a  vote   of
          shareholders  during the last quarter  of fiscal 1997 through the
          solicitation of proxies or otherwise.

                                       PART II

          ITEM  5.    MARKET FOR  REGISTRANT'S  COMMON  EQUITY AND  RELATED
          STOCKHOLDER MATTERS.

          PUBLIC MARKET FOR COMMON SHARES

             The Company's  Common Shares  are traded  on The Toronto  Stock
          Exchange and The Nasdaq National Market under the trading symbols
          ECX and  ECGOF, respectively.   The Company's Common  Shares were
          traded  on the American Stock Exchange under the symbol ECG until
          November 16, 1995  when the Company  delisted from such  exchange
          and  listed its Common Shares on The  Nasdaq National Market.  As
          of February 27, 1998, there were 682 shareholders of record.  The
          Company  believes  that  the  number  of  beneficial  holders  is
          significantly  greater than  the number  of record  holders as  a
          large  number of shares are  held of record  in nominee or broker
          names.

             The following  table provides  the quarterly high  ask and  low
          bid prices for the Company's Common Shares on the Nasdaq National
          Market and The  Toronto Stock  Exchange for the  two years  ended
          November 30, 1997.
           
                                   THE NASDAQ    TORONTO
                                    NATIONAL      STOCK
                                     MARKET     EXCHANGE
                                   ----------- -----------
                                      (US$)      (CDN$)
                                   HIGH   LOW
                                    ASK   BID  HIGH   LOW
                                   ----   ---  ----   ---
          Fiscal year ended November 30, 1996
             First quarter  . . . $6.25 $3.25 $8.37 $4.44
             Second quarter . . .  9.19  5.50 12.45  7.25
             Third quarter  . . . 11.50  7.25 15.50 10.00
             Fourth quarter . . . 11.25  6.38 15.10  8.75
          Fiscal year ended November 30, 1997
             First quarter  . . .  9.43  6.68 12.60  9.10
             Second quarter . . .  8.50  6.75 11.50  9.70
             Third quarter  . . . 10.18  5.87 14.05  8.25
             Fourth quarter . . . 14.75  9.12 20.05 12.95

             The Company is  subject to covenants  in loan  agreements which
          restrict  or limit  the payment of  cash dividends  on its Common
          Shares.  Notwithstanding such restrictions and limitations, it is
          the Company's present policy to retain future earnings for use in
          its business.

          PRIVATE PLACEMENTS OF COMMON SHARES

             The Company  issued an  aggregate of 265,000  shares of  Common
          Shares with a market value of $2.4 million in exchange for all of
          the issued and outstanding shares  of capital stock of CCG.   The
          exchanges of Common Shares for shares of capital stock of CCG was
          exempt from registration  under the Securities  Act by virtue  of
          Section  4(2) therein  and Regulation  D promulgated  thereunder.
          See "Item 1. Description of Business -- Development of Business."

          ITEM 6.  SELECTED FINANCIAL DATA.

             Eco  Environmental was  acquired  by the  Company  in  November
          1992, the  Turner Group was  acquired in October  1993, Cambridge
          was acquired in June 1994, the Lake Charles Group was acquired in
          July 1995, Environmental Evolutions was acquired in January 1996,
          both  SRS and  Industra Service  were acquired  in July  1996, MM
          Industra was acquired in September 1996, Chempower was acquired in 
          March 1997 and CCG was  acquired in
          September 1997.   Eco Environmental and Environmental  Evolutions
          were sold by  the Company in August 1997, effective  as of August
          31,  1997.  Accordingly, the statement of operations for the year
          ended November 30, 1993 reflects twelve  months of operations for
          Eco Environmental and only one month of operations for the Turner
          Group.  The statement  of operations for the year  ended November
          30,  1994 reflects six months  of operations for  Cambridge.  The
          statement  of operations  for the  year ended  November 30,  1995
          reflects  five months of  operations for the  Lake Charles Group.
          The  statement of operations for the year ended November 30, 1996
          reflects   eleven   months   of  operations   for   Environmental
          Evolutions, six months of operations  for United Eco, four months
          of  operations  for SRS  and Industra  Service  and one  month of
          operations  for MM Industra.  The statement of operations for the
          year ended November  31, 1997 reflects nine months  of operations
          for Chempower, three months of operations for CCG and nine months
          of operations for Eco Environmental and Environmental Evolutions
          prior to their sale.
          The following information should be read in  conjunction with the
          Consolidated Financial Statements and the notes thereto and "Item
          7. Management's  Discussion and  Analysis of  Financial Condition
          and Results of Operations," included elsewhere herein.

                                              FISCAL YEAR ENDED
                                                 NOVEMBER 30
                              --------------------------------------------------
                               1997      1996       1995       1994       1993
                               ----      ----       ----       ----       -----

                                 (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
        STATEMENT OF OPERATIONS DATA:
        Total revenue .   $220,478   $119,529   $ 46,684   $ 34,991    $ 7,565
        Operating income    24,210      9,701      3,773      1,747        604
         (loss)
        Interest expense     4,946      1,747        713        681        229
        Pretax income
        (loss)  . . . .     19,264      7,954      3,060      1,066        375
        Net income
        (loss)  . . . .   $ 17,435   $  8,763   $  2,852   $    903    $   322
                         =========   ========   ========   ========    =======
        Net income
        (loss) per share  $   1.08   $   0.81   $   0.40   $   0.15    $  0.07
                         =========   ========   ========   ========    =======
        Weighted average
        shares
        outstanding(2)      16,218     10,846      7,217      6,191      4,680  

        BALANCE SHEET DATA:
        Working capital   $ 59,907   $  3,280   $  6,639   $  6,441    $ 3,639
        Total assets  .    211,786    104,484     31,061     22,947     15,007

        Current debt  .      8,081     22,107      4,497      3,785        913

        Long-term debt      51,722      6,720      2,100      4,977      9,031
        Shareholders'
           equity  . . . . 107,099     55,043     18,736     11,299      3,288
       

          -------------------
          (1)  Dollar  amounts have  been converted  from Canadian  dollars
               into  United  States  dollars  using the  exchange  rate  at
               November  30, 1997  of one  United States  dollar to  1.4243
               Canadian dollars.
          (2)  Reflects 1-for-10 reverse stock split in November 1993.


          ITEM  7.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

          OVERVIEW

             The  Company  entered  into its  current lines  of  business in
          November 1992  when it  acquired  Eco Environmental,  and it  has
          continued to expand its service capabilities, geographic presence
          and customer  base primarily by  acquiring other companies.   The
          Company acquired  nine businesses between fiscal  1993 and fiscal
          1997, and its revenues grew from  $7.6 million in fiscal 1993  to
          $220.4  million  in fiscal  1997 primarily  as  a result  of such
          acquisitions.    In  fiscal  1997, the  Company  accelerated  its
          acquisition program by adding  Chempower and CCG, while disposing
          of Eco  Environmental and Environmental Evolutions.   The Company
          is reevaluating its continued interest in Dominion Bridge.

             The  Company intends to continue to expand its business through
          the  acquisition  of  companies  in the  industrial  support  and
          specialty  fabrication  businesses.  The   Company's  acquisition
          strategy entails  the potential  risks inherent in  assessing the
          value,   strengths,   weaknesses,   contingent  liabilities   and
          potential   profitability  of   acquisition  candidates   and  in
          integrating the  operations of acquired companies.   There can be
          no assurance  that acquisition opportunities will  continue to be
          available,  that the  Company  will have  access  to the  capital
          required to  finance potential acquisitions or  that any business
          acquired will be integrated successfully or prove profitable.

             The  Company's acquisition strategy has led to  rapid growth in
          the  Company's operations over the  past five fiscal  years.  The
          Company's  operations  generally  are  managed  at  each  of  its
          subsidiaries,  but core  administrative, financing  and strategic
          planning functions  are performed  at the holding  company level.
          This rapid  growth has increased,  and may continue  to increase,
          the operating  complexity of the Company as well as the level and
          responsibility for both existing  and new management personnel at
          the holding company level.   The Company's ability to  manage its
          expansion  effectively will  require it  to hire  and  retain new
          management personnel at the holding company level and to continue
          to implement  and improve its operational  and financial systems,
          and assuming the acquisition of Dominion Bridge, to integrate the
          operations  of  Dominion Bridge  and  to  oversee its  Australian
          subsidiary.   The Company's  inability to effectively  manage its
          expansion could have a  materially adverse effect on  its results
          of operations and financial results.

          SEASONALITY AND QUARTERLY FLUCTUATIONS

             The  Company's revenues from its  industrial, environmental and
          specialty fabrication  segments may be affected by  the timing of
          scheduled outages at its  industrial customers' facilities and by
          weather conditions  with respect to  projects conducted outdoors.
          The effects of  seasonality may be offset by the  timing of large
          individual  contracts,  particularly  if  all  or  a  substantial
          portion of the contracts fall within a one-to two-quarter period.
          Accordingly, the  Company's quarterly  results may fluctuate  and
          the results  of one  fiscal quarter  should not be  deemed to  be
          representative of the  results of  any other quarter  or for  the
          full fiscal year.

          RECOGNITION OF REVENUES

             The Company recognizes revenues and profits on contracts  using
          the percentage-of-completion  method  of accounting.   Under  the
          percentage-of-completion  method,  contract revenues  are accrued
          based  upon the  percentage that  accrued costs  to date  bear to
          total estimated costs.  As contacts can extend over more than one
          accounting period, revisions in estimated total costs and profits
          during  the course  of work  are reflected  during the  period in
          which the facts requiring  the revisions become know.   Losses on
          contracts  are  charged to  income in  the  period in  which such
          losses are first determined.  The percentage-of-completion method
          of accounting can result  in the recognition of either  costs and
          estimated  profits in excess of billings or billings in excess of
          costs and  estimated profits on uncompleted  contracts, which are
          classified as current  assets and  liabilities, respectively,  in
          the  Company's  balance  sheet.    See  Note  1  to  Consolidated
          Financial Statements.

          RESULTS OF OPERATIONS

          Fiscal 1997 Compared to Fiscal 1996 Revenues

             Revenues
             --------

               The  Company's  revenues grew  84.0%  to  $220.4 million  in
          fiscal  1997 from $119.5 million  in fiscal 1996,  primarily as a
          result of reporting  the results of  Chempower from February  27,
          1997, CCG from  September 1, 1997 and  a full year  of operations
          for MM Industra, SRS and Industra Services which were acquired  in
          fiscal 1996.  These results are partially offset by a decrease in
          revenues  from  Lake Charles  Construction  that generated  $49.0
          million in revenues in  fiscal 1996 from  a single contract.   In
          addition,  Eco  Environmental and  Environmental  Evolutions were
          included only through their disposal date of August 31, 1997.

               During  fiscal 1997,  the  Company  generated  approximately
          66.9% of  its revenues from  the provision of  industrial support
          services  and 44.7% of its  revenues from the  provisions of such
          services  to  petroleum  and  petrochemical  refining  customers.
          Huntsman  Chemical,  International  Paper,  Mobil  Oil,  American
          Electric Power, Ashland  Oil and Brown &  Root together accounted
          for approximately 31.3% of the Company's total revenues in fiscal
          1997, compared to  18.0% of  the Company's top  six customers  in
          fiscal 1996.    Huntsman  Chemical  accounted  for  7.9% of  the
          Company's  revenues  in fiscal  1997.    Although,  none  of  the
          customers represented  more than  10% of the  Company's revenues,
          the loss of any one  or more key customers could have  a material
          adverse  effect  on  the  Company's  results  of  operations  and
          financial  condition.   Management  believes  that the  Company's
          continued efforts to  expand and diversify its  customer base, in
          addition  to  the  effects of  a  full  year  of operations  from
          Chempower   and  the  operations  of  Dominion  Bridge,  assuming
          completion of such acquisition, will further reduce the Company's
          dependence on certain key customers.

               The  Company's industrial  support segment  generated $147.4
          million or 66.9% of  the Company's total revenues in  fiscal 1997
          compared  to $94.6 million  or 79.0% in fiscal  1996.  This 56.0%
          increase  in  revenue  is   primarily  the  result  of  reporting
          Chempower's  revenues from February 1997 and the effect of a full
          year  of revenue from Industra and  CCG's revenues from September
          1, 1997.   Management anticipates that the revenues  generated by
          its industrial  support service  segment will represent  a larger
          percentage of  revenues in  fiscal 1998  as the  Company benefits
          from a full year of operations from Chempower and CCG.

               The  revenues  generated  from the  Company's  environmental
          services segment decreased 34.6% to  $12.1 million in fiscal 1997
          from  $18.5  million in  fiscal  1996.   This  decrease primarily
          reflects  the   sale  of  Eco  Environmental   and  Environmental
          Evolutions on August 31, 1997.  As a percentage of total revenues
          the   Company's   environmental   remediation   service   segment
          contributed approximately  5.5% of total revenues  of fiscal 1997
          compared to 15.5% of total revenues in fiscal 1996.

               The specialty fabrication  business segment generated  $60.9
          million  or 27.7% of the Company's total revenues in fiscal 1997,
          compared  to $6.5  million or  5.4% in  fiscal 1996.   Management
          anticipates  that the  increase  in revenues  from the  Company's
          specialty  fabrication  service segment  will  continue  and this
          segment  will contribute  a greater  percentage of  the Company's
          total revenues in fiscal  1998 as a result of  increased business
          at MM Industra, SRS and Chempower's Controlled Power Division.

          Operating Expenses
          ------------------

               The   Company's   total    operating   expenses increased
          approximately 81.3% to $199.5 million in  fiscal 1997 from $110.1
          million  in fiscal  1996  primarily as  a  result of  adding  the
          operations  of  Chempower,  from  February  27,  1997,  CCG  from
          September  1, 1997 and the  1996 acquisitions of  MM Industra and
          Industra Services.  Expressed as  a percentage of total revenues,
          operating  expenses  were  approximately  90.5%  in  fiscal  1997
          compared  to  92.0%  in  fiscal  1996.    Selling,  general   and
          administrative expenses incurred to  $31.2 million in fiscal 1997
          compared to $20.6  million in fiscal  1996.   As a percentage  of
          total  revenues, selling,  general  and  administrative  expenses
          decreased to 14.1%  in fiscal  1997 compared to  17.2% in  fiscal
          1996.   The  decrease is  attributable to  the Company's  plan to
          control overhead expenses at all levels, which was implemented in
          fiscal 1996 and continued in fiscal 1997.  The Company's interest
          expense  on long-term debt  increased to  $4.9 million  from $1.7
          million, and  as a percentage of total  revenue, interest expense
          increased  to 2.2% compared to 1.5% in fiscal 1996.  Depreciation
          and amortization  increased to $5.4  million in fiscal  1997 from
          $2.2 million in fiscal 1996.   As a percentage of total revenues,
          depreciation and  amortization increased  to 2.4% in  fiscal 1997
          from 1.9% in fiscal  1996.  Management believes that  the Company
          has been  able to  contain operating  expenses through a  program
          instituted in fiscal 1994 pursuant  to which project managers are
          required  to   track  such  cost  control   indicators  as  labor
          productivity  and potential  project  cost overruns.   Management
          believes that the  Company will  continue to be  able to  control
          operating  expenses,  but there  can  be  no assurance  that  the
          Company's  cost  control policies  will  be as  effective  in the
          future as they have been in  the past, especially if the  Company
          completes  the acquisition of  Dominion Bridge, in  which case it
          will  be necessary  to integrate  operations, the  cost  of which
          cannot presently be estimated.

               Operating  expenses  of  the  Company's  industrial  support
          segment increased  to $135.7 million  in fiscal 1997  compared to
          $92.8 million in  fiscal 1996.  As a percentage  of revenues from
          the  industrial support segment,  operating expenses decreased to
          92.0% in fiscal 1997 compared to 98.2% in fiscal 1996.

               Operating expenses of  the Company's environmental  services
          segment decreased  to $13.6  million in  fiscal 1997  compared to
          $16.6 million in fiscal  1996.  As a percentage of  revenues from
          the  environmental services segment, operating expenses increased
          to  111.9% in  fiscal  1997 compared  to  90.0% in  fiscal  1996.
          Management does  not expect this deteriorating  trend to continue
          due to the sale of two environmental operating units as of August
          31, 1997.

               Operating  expenses of  the Company's  specialty fabrication
          services  segment  increased  to  $50.3 million  in  fiscal  1997
          compared to  $4.3 million  in fiscal  1996.   As a  percentage of
          revenues  from  the   specialty  fabrication  services   segment,
          operating expenses  increased to 82.5% in fiscal 1997 compared to
          67.0% in fiscal 1996.  This significant increase is due to a full
          year  of operations for MM Industra and nine months of operations
          for  Chempower's Controlled Power  Division.  Management believes
          that the specialty fabrication  services segment will continue to
          grow based  on  the  significant backlog  of  contracts  in  this
          segment.

             Provision for Income Tax.
             ------------------------

             In fiscal 1997, the Company applied  the remaining $3.2 million
          in net loss carry forwards and began to accrue income taxes.  The
          Company had  $1.8 million  in tax  expenses in  fiscal 1997.   At
          November 30, 1997, the Company had no tax loss carry forwards.

             Net Income.
             ----------

             Net income increased  approximately 99.0% to $17.4 million,  or
          $1.08 per share, in fiscal  1997 from $8.8 million, or $0.81  per
          share,  in fiscal 1996.   A tax recovery  of $809,000 contributed
          approximately 9.2% of  the Company's  net income  in fiscal  1996
          compared to a  provision of $1.8 million in tax expense in fiscal
          1997.

          Fiscal 1996 Compared to Fiscal 1995

             Revenues
             --------

               During fiscal 1996, the Company generated approximately
          79.0% of its revenues from the provision of industrial
          maintenance services and 20.0% of its revenues from the provision
          of such services to petroleum and petrochemical refining
          customers.  Huntsman Corporation, Star Enterprising, Goodyear and
          Rubber and BioLab together accounted for approximately 18.0% of
          the Company's total revenues in fiscal 1996 compared to 75.0% of
          the total revenues in fiscal 1995.  No single customer accounted
          for more than 10.0% of the Company's total revenues during fiscal
          1996.

               The Company's industrial maintenance segment generated $94.6
          million or 79.0% of the Company's total revenues in fiscal 1996
          compared to $41.3 million or 88.5% in fiscal 1995.  This 129.0%
          increase in revenues reflects in part the addition of four months
          of operations of Industra Services and a single project performed
          by Lake Charles Construction in the amount of $49.0 million that
          concluded in fiscal 1996.  The revenues generated by the
          Company's industrial maintenance operations that were in place at
          November 30, 1995 grew 105.0% in fiscal 1996.

               The revenues generated from the Company's environmental
          services segment increased 245.0% to $18.5 million in fiscal 1996
          from $5.4 million in fiscal 1995.  The growth primarily reflects
          the effects of eleven months of operation for Environmental
          Evolutions and six months of operations of United Eco.  As a
          percentage of total revenues, the Company's environmental service
          segment contributed approximately 15.5% of total revenues in
          fiscal 1996 as compared to 11.5% of total revenues in fiscal
          1995.

               The Company significantly expanded its specialty fabricating
          business in fiscal 1996 through the acquisition of SRS and MM
          Industra, and this business segment generated $6.5 million or
          5.4% of the Company's total revenues in fiscal 1996.  Prior to
          fiscal 1996, the Company had provided specialty fabricating
          services through the Turner Group and the Lake Charles Group as
          part of those subsidiaries' industrial maintenance services and
          the Company did not separately report revenues for specialty
          fabrication services.


             Operating Expenses.
             ------------------

             The Company's  total operating expenses increased approximately
          153.7% to $110.1  million in  fiscal 1996 from  $43.4 million  in
          fiscal 1995 primarily  as a  result of adding  the operations  of
          five  new  subsidiaries  during  fiscal  1996.   Expressed  as  a
          percentage   of   total   revenues,   operating   expenses   were
          approximately 92.0%  in fiscal 1996  compared to 92.9%  in fiscal
          1995.  The Company's interest expense on long-term debt increased
          to  $1.7  million from  $713,000 but,  as  a percentage  of total
          revenue,   interest   expense   remained   unchanged   at   1.5%.
          Depreciation and amortization increased to $2.2 million in fiscal
          1996 from $1.1 million in fiscal 1995.  As a  percentage of total
          revenues,  depreciation and  amortization  decreased slightly  to
          1.7% in fiscal 1996 from 2.4% in fiscal 1995.  

             Provision for Income Tax.
             ------------------------

             The Company  had net loss carry  forwards in  Canada with which
          it was able to reduce  its tax liabilities.  In fiscal  1996, the
          application  of   $786,000  in  such  net   loss  carry  forwards
          contributed to  a tax recovery of  $809,000 in fiscal 1996.   The
          Company paid $208,000 in taxes  in fiscal 1995.  At November  30,
          1996,  the Company had a total of  $3.2 million in net loss carry
          forwards that expire incrementally between 1999 and 2003.

             Net Income.
             ----------

             Net income from continuing  operations increased  approximately
          207.0% to $8.8 million, or  $0.81 per share, in fiscal  1996 from
          $2.9 million, or $0.40 per share, in fiscal 1995.  A tax recovery
          of $809,000  contributed approximately 9.2% of  the Company's net
          income, or $0.07 per share, in fiscal 1996.

          LIQUIDITY AND CAPITAL RESOURCES

             The Company's  existing capital resources  consist of cash  and
          funds  available under its line  of credit.   The Company's cash
          and  short-term   investments  increased  to   $1.3  million   at
          November 30, 1997 from $317,000 at November 30, 1996.    Typically
          the  Company  maintains  cash levels  of
          between  $1.5 million  and  $3.0 million  for  general  corporate
          needs, with any excess  cash used to reduce borrowings  under the
          Company's  line  of  credit.    In  fiscal  1997, the  Company's
          operations  used $18.9 million of cash compared to providing $3.8
          million in fiscal 1996.  This use of cash was primarily due  to a
          $15.9  million increase  in accounts  receivable, a $14.0 million
          note receivable, a  $7.8 million
          increase in cost and estimated earnings in excess of billings and
          a  decrease  of $4.5  million  of accounts  payable  and accrued
          liabilities.   The Company's financing activities  in fiscal 1997
          provided $32.4 million  of net cash  compared to $12.2  million in
          fiscal 1996.   The increase  in 1997  was primarily due  to $33.5
          million of proceeds from notes payable compared to  $14.9 million
          in fiscal 1996.

             In August 1997, the Company entered  into a Credit and Guaranty
          Agreement with Union Bank  of California, N.A., as agent  for the
          lending banks, which provided (i) a six-  year term loan of $52.5
          million (the "Term Loan")  and (ii) a five-year revolving  credit
          facility  (the "Revolver").  The  proceeds of the  Term Loan were
          used  to  repay and  consolidate  substantially all  of  the then
          outstanding    secured    borrowings,    including    acquisition
          indebtedness.     The  Loan bears  interest  at 3.25%  above  the
          variable  rate of the agent's reference rate and may be converted
          into a Eurodollar Rate  Loan, and is repayable in  22 consecutive
          installments of  $2,386,364  commencing on  May  31, 1998.    The
          proceeds of the Revolver  are being used for working  capital and
          for letter  of credit arrangements.  The loans are collateralized
          by substantially all of the Company's assets.
	  
          The Company's investing activities use cash of $12.6 million,
          primarily to finance acquisitions.
 
             The Company's  cash  requirements  consist of  working  capital
          needs,  obligations under its leases and promissory notes and the
          funding of potential acquisitions.   Management believes that the
          Company's cash  and funds available under  its credit facilities
          are sufficient
          to  meet its  anticipated cash  requirements, subject  to raising
          additional  capital as  necessary  for the  Dominion Bridge  Loan
          Facility and  other aspects  of the Dominion  Bridge transaction,
          or other possible acquisitions.
          The Company is  negotiating to fund  its capital requirements  by
          increasing its current  line of  credit.  The  Company is also
          seeking to  raise additional capital by issuing  debt (straight
          or convertible) or equity
          securities  in  private or  public offerings.    There can  be no
          assurance  that  the   Company  will  be  able   to  increase  or
          restructure its line of  credit or that the Company will be able
          to issue its securities  to coincide with the funding  of certain
          capital requirements.

             Accounts receivable  at November  30, 1997  increased to $50.3
          million from $21.1 million at November 30, 1996,  after deducting
          allowances  of $2.1 million and $346,000 for doubtful accounts at
          year-end  fiscal  1997  and  fiscal  1996,  respectively.    This
          increase in  accounts receivable primarily  reflects the addition
          of  Chempower during fiscal  1997, which  had, in  the aggregate,
          accounts receivable of $12.4  million at November 30, 1997.   The
          current portion of notes receivable increased to $17.8 million at
          November  30, 1997 from $6.8 million at November 30, 1996 largely
          as  a  result of  the  sale of  Eco  Environmental, Environmental
          Evolutions and  MART.  Inventory  increased to  $18.1 million  at
          November  30, 1997 from $14.8 million at November 30, 1996.  This
          increase in  inventory reflects the addition  of Chempower during
          fiscal  1997, which  had,  in the  aggregate,  inventory of  $3.9
          million at November 30, 1997.

             Property, plant  and equipment  increased to  $33.0 million  at
          November 30,  1997 from $25.2 million  at November 30,  1996 as a
          result of the Company's acquisitions effected during fiscal 1997.

             Accounts  payable  and other  accrued liabilities  increased to
          $28.4  million  at November  30,  1997  from  $18.8 million  from
          November   30,  1996  primarily  due   to  the  addition  of  new
          operations.

          INFORMATION REGARDING FORWARD LOOKING STATEMENTS

             This  Annual  Report on  Form  10-K  includes  forward  looking
          statements within the  meaning of Section  27A of the  Securities
          Act of 1933  and Section  21E of the  Securities Exchange Act  of
          1934.   Although the  Company believes that  its expectations are
          based on reasonable  assumptions, it can  give no assurance  that
          such expectations will be achieved.  Important factors that could
          cause actual  results  to differ  materially  from those  in  the
          forward looking statements made herein include the ability of the
          Company  to   continue  to   expand  through  acquisitions,   the
          availability of capital to  fund the Company's expansion program,
          the ability of the  Company to manage its  expansion effectively,
          any  unexpected   problems  in  connection   with  the   proposed
          acquisition of  Dominion Bridge,  economic conditions  that could
          affect  demand for  the Company's  services, the  ability  of the
          Company  to  complete  projects  profitably  and  severe  weather
          conditions that could delay projects.

          Impact of the Year 2000 Issue

             The Year  2000 Issue is the  result of  computer programs being
          written  using two digits rather  than four digits  to define the
          applicable year.   Any  of the Company's  computer programs  that
          have  data-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 other routine
          business activities.

             Based on a  recent assessment,  the Company determined that  it
          will be required to modify or replace significant portions of its
          software so that its computer systems will properly utilize dates
          beyond December  31, 1999.   The Company presently  believes that
          with modifications  to existing  software and conversions  to new
          software, the Year 2000 Issue can be mitigated.  However, if such
          modifications and  conversions are not made, or are not completed
          timely, the Year  2000 Issue could have a material  impact on the
          operations of the Company.

             Based  on  presently  available  information,  the Company  has
          initiated  formal  communications  with all  of  its  significant
          suppliers and  large customers to  determine the extent  to which
          the Company is vulnerable  to the failure of these  third parties
          to remediate their  own Year 2000 Issues.   However, there can be
          no guarantee that  the systems  of other companies  on which  the
          Company's system rely will be timely converted, or that a failure
          to  convert  by   another  company  or   a  conversion  that   is
          incompatible with the Company's  systems, would not have material
          adverse effect on the Company.

             The Company will  utilize both internal and external  resources
          to reprogram, or  replace, and  test the software  for Year  2000
          modifications.    The Company  plans  to complete  the  Year 2000
          project within one year, but no later than April 1999.  The total
          remaining  cost of  the Year  2000 project  is estimated  at $1.5
          million and is being  funded through operating cash flows  of the
          Company.   Of the total project  cost, approximately $1.0 million
          is  attributable to the purchase  of new software,  which will be
          capitalized.   The remaining $500,000,  which will be expensed as
          incurred over  the next  two  years, is  not expected  to have  a
          material  effect on the results of operations of the Company.  To
          date, the Company  has not incurred any expense for its Year 2000
          project and the development of a remediation plan.

             The  costs of  the project  and the  date on which  the Company
          plans to  complete  the  Year  2000 modifications  are  based  on
          management's   best  estimates,  which   were  derived  utilizing
          numerous  assumptions of  future events, including  the continued
          availability of certain resources, third party modification plans
          and other factors.  However, there can be no guarantee that these
          estimates  will  be achieved,  and  actual  results could  differ
          materially from  such plans.   Specific factors that  might cause
          such material  differences include, but  are not limited  to, the
          availability  and  cost of  personnel trained  in this  area, the
          ability to  locate and correct  all relevant  computer codes  and
          similar uncertainties.

          ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

             



     <PAGE>

                              AMERICAN ECO CORPORATION

                          CONSOLIDATED FINANCIAL STATEMENTS

                                  NOVEMBER 30, 1997



                      [Letterhead of Coopers & Lybrand, L.L.P.]



                          REPORT OF INDEPENDENT ACCOUNTANTS
                          ---------------------------------



          To the Shareholders and Directors of 
          AMERICAN ECO CORPORATION


          We have audited  the consolidated balance  sheet of AMERICAN  ECO
          CORPORATION  and subsidiaries  as of  November 30  1997, and  the
          consolidated  statements  of  income,  shareholders'  equity  and
          changes in financial  position for  the year then  ended.   These
          financial  statements are  the  responsibility  of the  Company's
          management.  Our responsibility is to express an opinion on these
          financial statements based on our audit.

          We  conducted our  audit  in accordance  with generally  accepted
          auditing standards.   Those  standards require  that we plan  and
          perform the  audit to  obtain reasonable assurance  about whether
          the financial statements are free  of material misstatement.   An
          audit includes  examining, on  a test basis,  evidence supporting
          the amounts  and disclosures  in the  financial  statements.   An
          audit also includes assessing  the accounting principles used and
          significant estimates  made by management, as  well as evaluating
          the overall  financial statement  presentation.  We  believe that
          our audit provides a reasonable basis for our opinion.

          In  our  opinion,  the  financial statements  referred  to  above
          present  fairly,  in  all  material  respects,  the  consolidated
          financial position  of AMERICAN ECO CORPORATION  and subsidiaries
          as  of November 30, 1997,  and the consolidated  results of their
          operations and  changes in financial  position for the  year then
          ended in conformity with generally accepted accounting principles
          in Canada.


          /s/ Coopers & Lybrand, L.L.P.

          Miami, Florida
          March 4, 1998


     <PAGE>

                [Letterhead of Karlins Fuller Arnold & Klodosky, P.C.]



                          REPORT OF INDEPENDENT ACCOUNTANTS
                          ---------------------------------



          To the Board of Directors and Shareholders of
          AMERICAN ECO CORPORATION


          We have  audited the  accompanying consolidated balance  sheet of
          American  Eco Corporation as of  November 30, 1996  and 1995, and
          the consolidated  statements of income, shareholders'  equity and
          changes  in financial position for the years then ended, which as
          described  in Note  15,  have  been  prepared  on  the  basis  of
          accounting  principles  generally  accepted  in  Canada.    These
          consolidated  financial statements are  the responsibility of the
          Company's  management.    Our  responsibility is  to  express  an
          opinion on  these consolidated financial statements  based on our
          audit.

          We  conducted our  audit  in accordance  with auditing  standards
          generally  accepted in the United  States (and in  Canada).  U.S.
          standards  require that we plan  and perform the  audit to obtain
          reasonable  assurance  about whether  the  consolidated financial
          statements are free of material  misstatement.  An audit includes
          examining, on a test basis,  evidence supporting the amounts  and
          disclosures in the financial statements.  An audit also  includes
          assessing   the  accounting   principles  used   and  significant
          estimates made by  management, as well as  evaluating the overall
          financial  statement presentation.    We believe  that our  audit
          provides a reasonable basis for our opinion.

          In  our  opinion,  the  financial statements  referred  to  above
          present  fairly,  in  all  material  respects,  the  consolidated
          financial position of American Eco Corporation as of November 30,
          1996 and 1995, and the consolidated results of its operations and
          changes  in financial  position  for  the  years  then  ended  in
          conformity  with  generally  accepted  accounting  principles  in
          Canada.


          /s/ Karlins Fuller Arnold & Klodosky, P.C.

          Houston, Texas
          January 31, 1997



     <PAGE>


                               AMERICAN ECO CORPORATION
                              CONSOLIDATED BALANCE SHEET
                         (United States Dollars in thousands)

                                                             At November 30
                                                         -----------------------
                                                            1997          1996
                                                            ----          ----
                                        ASSETS
                                        ------

     CURRENT ASSETS
        Cash                                         $      1,259    $      317
        Accounts receivable, trade, less allowance
          for doubtful accounts of $2,078 in 1997
          and $346 in 1996, respectively                   50,349        21,098
        Current portion of notes receivable                17,757         6,695
        Costs and estimated earnings in excess of
          billings                                         13,145         3,446
        Inventory                                          18,079        14,846
        Deferred income tax                                 1,133         1,393
        Prepaid expenses and other current assets           6,920         4,499
                                                     ------------    ----------
          TOTAL CURRENT ASSETS                            108,642        52,294
                                                     ------------    ----------
     PROPERTY, PLANT AND EQUIPMENT, net                    33,023        25,199
                                                     ------------    ----------
     OTHER ASSETS
        Goodwill, net of accumulated amortization of
          $1,592 in 1997 and $762 in 1996,
          respectively                                     30,484        18,969
        Notes receivable                                   28,578           280
        Investments                                         9,142         7,645
        Other Assets                                        1,917            97
                                                     ------------    ----------
          TOTAL OTHER ASSETS                               70,121        26,991
                                                     ------------    ----------
          TOTAL ASSETS                               $    211,786    $  104,484
                                                     ============    ==========

                         LIABILITIES AND SHAREHOLDERS' EQUITY
                         ------------------------------------

     CURRENT LIABILITIES
        Accounts payable and accrued liabilities     $     28,400    $   18,822
        Notes payable                                       8,904        20,399
        Current portion of long-term debt                   8,081         1,708
        Billings in excess of costs and estimated
          earnings                                          3,350           419
                                                     ------------    ----------
          TOTAL CURRENT LIABILITIES                        48,735        41,348
                                                     ------------    ----------

     LONG-TERM LIABILITIES
        Long-term debt                                     51,722         6,720
        Deferred income tax liability                       3,144         1,373
        Other liabilities                                   1,086            --
                                                     ------------    ----------
          TOTAL LONG-TERM LIABILITIES                      55,952          8,093
                                                     ------------    ----------

          TOTAL LIABILITIES                               104,687         49,441
                                                     ------------    ----------

     COMMITMENTS AND CONTINGENCIES


     SHAREHOLDERS' EQUITY
        Share capital                                      75,577        39,411
        Share capital subscribed                               --            34
        Contributed surplus                                 2,845         2,845
        Cumulative foreign exchange                       (1,511)            --
        Retained earnings                                  30,188        12,753
                                                     ------------    ----------
          TOTAL SHAREHOLDERS' EQUITY                      107,099        55,043
                                                     ------------    ----------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $    211,786    $  104,484
                                                     ============    ==========

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


                               AMERICAN ECO CORPORATION
                           CONSOLIDATED STATEMENT OF INCOME
                     FOR THE THREE YEARS ENDED NOVEMBER 30, 1997
                         (United States Dollars in thousands)


                                                             1997        1996
                                                            ------      -------

     REVENUE                                            $   220,478 $   119,529
                                                        ----------- -----------
     COSTS AND EXPENSES
        Direct costs of revenue                             162,882      87,203
        Selling, general and administrative expenses         31,243      20,616
        Interest expense, net                                 4,946       1,747
        Depreciation and amortization                         5,382       2,232
        Gain on sale of assets and subsidiaries              (2,682)         (2)
        Foreign exchange income                                (557)       (221)
                                                        ----------- -----------
                                                            201,214     111,575
                                                        ----------- -----------

     INCOME BEFORE PROVISION FOR (RECOVERY
        OF) INCOME TAXES                                     19,264       7,954

     PROVISION FOR (RECOVERY OF) INCOME TAXES                 1,829       (809)
                                                        ----------- -----------
     NET INCOME                                         $    17,435 $     8,763
                                                        =========== ===========

     Earnings per common share
        Basic                                           $      1.08 $      0.81
                                                        =========== ===========
        Adjusted basic                                  $      1.03 $      0.78
                                                        =========== ===========
        Fully diluted                                   $      0.90 $      0.74
                                                        =========== ===========

     Weighted average number of shares used in
        computing earnings per common share
        Basic                                            16,218,034  10,846,516
                                                         ==========  ==========
        Adjusted basic                                   17,667,960  11,435,636
                                                         ==========  ==========
        Fully diluted                                    21,809,562  12,325,043
                                                         ==========  ==========


                                                             1995
                                                           --------

     REVENUE                                             $   46,684
                                                         ----------
     COSTS AND EXPENSES
        Direct costs of revenue                              39,456
        Selling, general and administrative expenses          2,814
        Interest expense, net                                   713
        Depreciation and amortization                         1,107
        Gain on sale of assets and subsidiaries                (370)
        Foreign exchange income                                 (96)
                                                         ----------
                                                             43,624
                                                         ----------

     INCOME BEFORE PROVISION FOR (RECOVERY
        OF) INCOME TAXES                                      3,060

     PROVISION FOR (RECOVERY OF) INCOME TAXES                   208
                                                         ----------

     NET INCOME                                          $    2,852
                                                         ==========


     Earnings per common share
        Basic                                            $     0.40
                                                         ==========
        Adjusted basic                                   $     0.38
                                                         ==========
        Fully diluted                                    $     0.36
                                                         ==========

     Weighted average number of shares used in computing
        earnings per common share
        Basic                                             7,217,005
                                                         ==========
        Adjusted basic                                    8,174,509
                                                         ==========
        Fully diluted                                     8,995,005
                                                         ========== 





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


                               AMERICAN ECO CORPORATION
                    CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     FOR THE THREE YEARS ENDED NOVEMBER 30, 1997
                         (United States Dollars in thousands)

                                            Share Capital
                                      -------------------------

                                                                      Share
                                                                     Capital
                                        Shares         Amount       Subscribed
                                       --------      ---------      ----------
      Balance, November 30, 1994      6,822,341      $  6,511          $ 805



      Conversion of debentures        1,147,250         3,454
      Issued for acquisitions           681,381         2,513
      Issued for cash                    78,500           145
      Issued for services               130,000           460

                                            Share Capital
                                      -------------------------

                                                                      Share
                                                                     Capital
                                        Shares         Amount       Subscribed
                                       --------      ---------      ----------
      Share issue cost                                 (1,280)
      Subscriptions collected                                           (707)
      Net income
                                      ---------      --------         ------

      Balance, November 30, 1995      8,859,472        11,803             98


      Conversion of debentures          198,820         1,284
      Issued for acquisitions         4,283,204        27,269
      Issued for cash                   594,940         1,743
      Issued for services               281,000         1,753
      Share issue cost                                 (4,441)
      Subscriptions collected                                            (64)
      Net income
                                      ---------      --------         ------

      Balance, November 30, 1996     14,217,436        39,411             34


      Conversion of debentures        3,126,366        21,150
      Issued for acquisitions         1,010,913         8,570
      Issued for notes                  811,260         7,784
      Issued for cash                   376,575         1,613
      Issued for services                66,530           578
      Share issue cost                                 (3,563)
      Cumulative foreign exchange
      Subscriptions collected            20,000            34            (34)
      Net income

                                      ---------      --------         ------
                                     19,629,080      $ 75,577         $   --
      Balance, November 30, 1997     ==========      ========         ======


                                           Cumulative                  Total
                              Contributed   Foreign     Retained   Shareholders'
                                Surplus     Currency    Earnings      Equity
                              -----------  ----------   --------   -------------

     Balance, November 30,
       1994                     $ 2,845     $    --      $ 1,138     $ 11,299


     Conversion of
       debentures                                                       3,454
     Issued for acquisitions                                            2,513
     Issued for cash                                                      145
     Issued for services                                                  460
     Share issue cost                                                  (1,280)
     Subscriptions collected                                             (707)
     Net income                                            2,852        2,852
                                -------     -------      -------     --------

     Balance, November 30,
       1995                       2,845          --        3,990       18,736


     Conversion of
       debentures                                                       1,284
     Issued for acquisitions                                           27,269
     Issued for cash                                                    1,743
     Issued for services                                                1,753
     Share issue cost                                                  (4,441)
     Subscriptions collected                                              (64)
     Net income                                            8,763        8,763
                                -------     -------      -------     --------

     Balance, November 30,
     1996                         2,845          --       12,753       55,043


     Conversion of
       debentures                                                      21,150
     Issued for acquisitions                                            8,570
     Issued for notes                                                   7,784
     Issued for cash                                                    1,613
     Issued for services                                                  578
     Share issue cost                                                  (3,563)

                                           Cumulative                  Total
                              Contributed   Foreign     Retained   Shareholders'
                                Surplus     Currency    Earnings      Equity
                              -----------  ----------   --------   -------------

     Balance, November 30,
       1994                     $ 2,845     $    --      $ 1,138     $ 11,299
     Cumulative foreign
       exchange                              (1,511)                   (1,511)
     Subscriptions collected                                               --
     Net income                                           17,435       17,435
                                -------     -------      -------     --------

     Balance, November 30,      $ 2,845     $(1,511)     $30,188     $107,099
       1997                     =======     =======      =======     ========


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


                               AMERICAN ECO CORPORATION
               CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
                     FOR THE THREE YEARS ENDED NOVEMBER 30, 1997
                         (United States Dollars in thousands)

                                                         1997     1996    1995  
                                                       -------- -------- -------
     CASH FLOWS FROM OPERATING ACTIVITIES:                              
     Net income                                       $ 17,435 $  8,763 $ 2,852
       Adjustments to reconcile net income to net
          cash provided by operating activities:                        
        Gain on sale of assets and subsidiaries         (2,682)     (2)   (370)
        Depreciation and amortization                    5,382   2,232   1,107 
        Change in deferred income taxes                  1,829     490     (64)
        Noncash income, net                                325     --      -- 
        Change in certificate of deposit,
          restricted                                        --      (8)     (6)
        Change in accounts receivable                  (15,932) (1,823) (1,356)
        Change in notes receivable                     (14,000)     --      --
        Change in costs and estimated earnings in
         excess of billings                             (7,824)   (363) (1,059)
        Change in inventory                                106  (2,511)    189 
        Change in prepaid expenses                       1,424    (748)    256 
        Change in accounts payable and accrued
         liabilities                                    (4,523) (2,312)    981 
        Change in billings in excess of costs and
         estimated earnings                               (458)     34      75 
                                                        ---------------- -------
     Net cash provided by (used in) operating
         activities                                    (18,918)  3,752   2,605
                                                        -------- -------- ------



     CASH FLOWS FROM INVESTING ACTIVITIES:
        Capital expenditures                             (3,134) (4,803)  (386)
        Proceeds from sale of equipment                   3,448      53     -- 
        Acquisition of business, net of cash
         acquired                                       (10,493)  (568)   (805)
        Proceeds from notes receivable                      996   3,257    288
        Disbursements for notes receivable               (2,094) (8,350)  (625)
        Increase in investment                           (1,277) (6,156)  (727)
                                                        -------  -------   -----
     Net cash used in investing activities             (12,554) (16,567) (2,225)
                                                        -------  ------  -------

     CASH FLOWS FROM FINANCING ACTIVITIES:                              
        Proceeds from notes payable                      33,500  14,920     800 
        Proceeds from long-term debt                     58,500     428      -- 
        Principal payments on notes payable             (53,196)  7,412    (739)
        Principal payments on long-term debt             (7,607) (1,015)   (464)
        Proceeds from sales/leaseback                     4,000      --       --
        Deferred foreign exchange                            --      --     (27)
        Debt issuance costs                              (1,917)     --       --
        Debenture issuance costs                             --    (193)     -- 
        Stock issuance costs                             (2,479)     --    (125)
        Issuance of common stock                          1,613    5,506    229 
                                                        ---------------- -------
     Net cash provided by (used in) financing
         activities                                      32,414   12,234   (326)
                                                        ---------------- -------


     NET INCREASE (DECREASE) IN CASH                        942    (581)     24 

     CASH AT BEGINNING OF YEAR                              317     898     874 
                                                        ---------------- -------

     CASH AT END OF YEAR                               $  1,259  $  317 $   898 
                                                        ================ =======





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

                         (United States Dollars in thousands)

     American Eco Corporation and its wholly-owned subsidiaries ( the Company"
     or "AEC") provide industrial services, environmental services and specialty
     manufacturing to the petrochemical, refining, forest products and offshore
     fabrication industries.

     1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

     The Consolidated Financial Statements have been prepared in accordance with
     accounting principles generally accepted in Canada ("Canadian GAAP"). The
     differences between Canadian and United States GAAP are described in Note
     15.

     The accompanying consolidated financial statements include the Company and
     its wholly-owned subsidiaries.  All significant intercompany balances and
     transactions have been eliminated.

     Revenue Recognition - The Company recognizes revenues and profits on fixed
     -------------------
     price contracts using the percentage-of-completion method.  Under the
     percentage-of-completion method, contract revenues are accrued based upon
     the percentage that accrued costs to date bear to total estimated costs. 
     As contracts can extend over more than one accounting period, revisions in
     estimated total costs and profits during the course of work are reflected
     during the period in which the facts requiring the revisions become known. 
     Losses on contracts are charged to income in the period in which such
     losses are first determined.

     Inventory  - Inventory is valued on the lower of cost or market method,
     ---------
     with cost determined on the first-in, first-out method.

     Property, Plant and Equipment - Property and equipment are stated at cost. 
     -----------------------------
     Depreciation and amortization are provided over the estimated useful lives
     of the respective assets using the straight-line method over the following
     periods based on their estimated useful lives:

     Buildings                                                      20-40 years
     Fabrication machinery, mobile and other equipment               3-15 years

     Expenditures for additions, major renewals and betterments are capitalized
     and expenditures for maintenance and repairs are charged to earnings as
     incurred.  When property and equipment are retired or otherwise disposed
     of, the cost thereof and the applicable accumulated depreciation are
     removed from the respective accounts and the resulting gain or loss is
     reflected in earnings.

     Goodwill - The cost in excess of the fair value of the net assets of
     --------
     businesses acquired at their respective acquisition dates are amortized on
     a straight-line basis over 40 years.  On an annual basis, the Company
     assesses the carrying value in order to determine whether an impairment has
     occurred, taking into account both historical and forecasted results of
     operations.

     Income Taxes - The Company reflects income taxes based on the tax
     ------------
     allocation method.  Under this method, timing differences between reported
     and taxable income result in provisions for taxes not currently payable. 
     Such timing differences arise principally as a result of claiming
     depreciation and amortization for tax purposes at amounts differing from
     those charged to income.

     Other Assets - Included in other assets is approximately $1.5 million of
     ------------
     debt issuance costs which are being amortized over the term of the debt.

     Earnings Per Share - Basic earnings per share has been calculated on the
     ------------------
     basis of net earnings for the year divided by the weighted average number
     of common shares outstanding during the period.  Adjusted basic earnings
     per share has been calculated assuming the actual debt conversions
     occurring during the year had taken place at the beginning of the year, or
     at the date of issuance if issued during the year.  Fully diluted earnings
     per share additionally assumes all options and warrants have been exercised
     at the later of the beginning of the fiscal period or the option issue
     date.


     1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (continued)

     Supplemental Disclosures of Cash Flow Information
     -------------------------------------------------
                                                        1997      1996     1995
                                                        ----      ----     ----
     Cash paid during the years for:
        Interest                                      $4,718    $1,614     $713
        Income taxes                                  $  281    $   --     $ 66

     Translation of Financial Statements into United States Dollars - The
     --------------------------------------------------------------
     consolidated financial statements are expressed in United States dollars
     using foreign currency translation procedures established by the Canadian
     Institute of Chartered Accountants. 

     For self-sustaining operations, the assets and liabilities denominated in a
     foreign currency are translated at exchange rates in effect at the balance
     sheet date.  The resulting gains and losses are accumulated in a separate
     component of shareholders' equity.  Revenues and expenses are translated at
     average exchange rates prevailing during the period.  For integrated
     purposes current assets, current liabilities and long-term debt are
     translated into United States dollars using year end rates of exchange; all
     other assets and liabilities are translated at applicable historical rates
     of exchange.  Revenues, expenses and certain costs are translated at annual
     average exchange rates except for inventory, depreciation and amortization
     which are translated at historical rates.  Realized exchange gains and
     losses and currency translation adjustments relative to long-term monetary
     items with a fixed and ascertainable life are deferred and amortized on a
     straight-line basis over the life of the item.

     Use of estimates - The preparation of financial statements in conformity
     ----------------
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period.  Actual results could differ from
     those estimates.

     Reclassifications - Certain amounts from prior years have been reclassified
     -----------------
     to conform to the current year's presentation.

     2.  BUSINESS COMBINATIONS

     1997
     Effective February 28, 1997, the Company acquired all of the outstanding
     common stock of Chempower, Inc. ( Chempower").  All of the stockholders of
     Chempower, other than two principal stockholders (the  Principal
     Stockholders") received $6.20 in cash for each of their Chempower shares. 
     The Principal Stockholders received a portion of their consideration in
     cash and the balance was represented by a $15.9 million promissory note
     paid in August 1997.  Based upon a total of approximately 7.6 million
     Chempower shares outstanding, the total acquisition cost was approximately
     $50 million, including acquisition costs of approximately $3 million.  The
     acquisition was partially funded by a placement by the Company of $15
     million, 9.5%, 10 year Convertible Debentures.  Concurrent with the
     Chempower acquisition, the Company entered into installment purchase
     agreements with Holiday Properties, a general partnership owned by the
     Principal Stockholders.  These agreements provide for the acquisition of
     three parcels of real property which had been leased to Chempower.  The
     aggregate purchase price for the three properties amounted to $4.5 million,
     of which $.5 million was paid on February 28, 1997.  The purchase price and
     expenses associated with the acquisition exceed the fair value of net
     assets acquired by approximately $12 million.

     Effective September 1, 1997, the Company acquired all of the outstanding
     common stock of CCG Commercial Construction Group, Inc. in exchange for
     265,000 shares of Company common stock with a fair market value of
     approximately $2.6 million.  The aggregate purchase price and expenses
     associated with the acquisition exceed the fair value of net assets
     acquired by approximately $3 million.


     2.  BUSINESS COMBINATIONS (continued)

     1996
     Effective January 1, 1996, the Company acquired all of the outstanding
     common stock of Environmental Evolutions, Inc. in exchange for 400,000
     shares of Company common stock with a fair market value of $2.4 million. 
     The purchase price and expenses associated with the acquisition exceeded
     the fair value of net assets by approximately $3.3 million and has been
     included in goodwill.  Pro forma results were not material to the Company's
     financial position or results of operations.  See Note 3 to Consolidated
     Financial Statements.

     Effective May 31, 1996, the Company acquired substantially all the assets
     and assumed certain liabilities of United Eco Systems, Inc. ( United Eco").
     The purchase price consisted of 315,000 shares of Company common stock with
     a fair market value of $2.5 million.  The purchase price and expenses
     associated with the acquisition exceeded the fair market value of net
     assets acquired by approximately $2.8 million and has been included in
     goodwill.  Pro forma results were not material to the Company's financial
     position or results of operations.

     Effective July 1, 1996, the Company acquired all of the outstanding common
     stock of Separation and Recovery Systems, Inc. ("SRS").  The purchase price
     consisted primarily of 753,634 shares of the Company common stock with a
     fair market value of $5.7 million, which approximated the book value of
     SRS.

     Effective July 22, 1996, the Company acquired all of the outstanding common
     stock of Industra Service Corporation ("Industra").  AEC exchanged 0.425
     common shares for each common share of Industra, or 1,647,459 shares of AEC
     common shares.  The purchase price and expenses associated with the
     acquisition exceeded the fair value of net assets of the business acquired
     by approximately $5.6 million. 

     All acquisitions have been accounted for using the purchase method;
     accordingly, the assets and liabilities have been recorded at their
     estimated fair values at the date of acquisition.  The excess purchase
     price and related expenses over the fair value of net assets acquired is
     included in Goodwill.  Under the purchase method of accounting, the results
     of operations are included in the consolidated financial statements from
     their acquisition dates.

     The unaudited pro forma results, assuming the CCG, Chempower, SRS and
     Industra acquisitions had occurred at December 1, 1995, are as follows:

                                                           1997           1996
                                                         --------       -------
     Revenues                                            $245,898      $252,928
     Net income                                          $ 12,348      $  9,997
     Basic earnings per share                            $   0.74      $   0.80

     The unaudited pro forma summary is not necessarily indicative either of
     results of operations that would have occurred had the acquisitions been
     made at the beginning of the periods presented, or of future results of
     operations of the combined companies.

     1995
     In July, 1995, the Company acquired all of the outstanding capital stock of
     Lake Charles Construction Corporation in exchange for issuance of 520,000
     shares of the Company's common stock valued at $2 million.  The purchase
     price and expenses associated with the acquisition exceeded the fair value
     of net assets acquired by approximately $4.6 million.


     2.  BUSINESS COMBINATIONS (continued)

     A summary of total assets, total liabilities and goodwill from the above
     business combinations are as follows:

                                    Consideration                Assets
                                    -------------                ------

     1997
     Chempower                              $ 50,000                  $55,543
     CCG                                       2,600                    5,103
     1996
     Environmental Evolutions                  2,400                      370
     United Eco                                2,500                    5,489
     SRS                                       5,700                   11,907
     Industra                                 16,300                   27,816

                                                         Net Book
                                     Liabilities           Value      Goodwill
                                     -----------         --------     --------

     1997
     Chempower                              $ 15,543     $ 40,000    $ 10,000
     CCG                                       5,503         (400)      3,000
     1996
     Environmental Evolutions                  1,270         (900)     (3,300)
     United Eco                                5,789         (300)     (2,800)
     SRS                                       6,207        5,700          --
     Industra                                 17,116       10,700       5,600



     3.  DISPOSAL OF ECO ENVIRONMENTAL AND ENVIRONMENTAL EVOLUTIONS

     On August 31, 1997, the Company sold its wholly owned subsidiaries, Eco
     Environmental, Inc. and Environmental Evolutions, Inc., to Eurostar
     Interests, Ltd. ("Eurostar"), a company controlled by the Vice-Chairman of
     AEC, in exchange for a note in the amount of $11 million.  This note bears
     interest at the rate of 10% and is due on August 31, 1998.  The note is
     collateralized by all of the common stock of Eurostar and is also supported
     by a performance bond in the amount of $3 million.  As a result of this
     transaction, the Company recorded a gain of approximately $2.5 million.

     4.  NOTES RECEIVABLE

                                                                1997      1996  
                                                              --------  --------
     EIF Holdings, Inc., due August, 1998, maximum borrowings
     of $20 million, interest at prime plus 2%,
     uncollateralized. See Note 5 to Consolidated Financial
     Statements.                                              $ 17,876  $  4,908
      
     George E. Phillips Holdings, Ltd., $2.8 million due
     January, 1998, quarterly payments of $446,166 from
     February, 1998 through August, 2002, with final payment
     due in November 2002, interest at 10% collateralized by
     50% of the issued and outstanding shares of common stock
     of Mid Atlantic Recycling Technologies, Inc. ("MART").
     See Note 21 to Consolidated Financial Statements.          14,000        --

     Eurostar, due August 1998, interest at 10%,
     collateralized by 100% of the issued and outstanding
     shares of common stock of Eurostar and a performance
     bond for $3 million.                                       11,000        --

     Receivables from joint ventures.  See Note 6 to
     Consolidated Financial Statements.                          1,500        --

     Notes receivable from officers and directors.               1,468       840

     4.  NOTES RECEIVABLE (continued)
                                                                1997      1996  
                                                              --------  --------

     Mid Atlantic Recycling Technologies, Inc., monthly
     payments of $5,175, interest at 12.5%,
     collateralized by equipment.                                  219        --

     Kam Biotechnology International, LLC, due December,
     1998, interest at 6% uncollateralized.                        200       200

     Impala Development, Ltd., interest at 12%,
     collateralized by 144,500 shares of AEC common stock           --       775

     Miscellaneous notes receivable                                 72       252
                                                              --------   -------
                                                                46,335     6,975
     Current portion                                            17,757     6,695
                                                              --------   -------
     Long-term portion                                        $ 28,578   $   280
                                                              ========   =======

     5.  EIF Holdings, Inc.

     During June, 1996, the Company purchased 4,600,000 shares of EIF Holdings,
     Inc. ("EIFH") common stock for $2.8 million.  On November 7, 1996, the
     Company acquired an additional 200,000 shares of EIFH common stock through
     the issuance of 25,000 shares of its common stock, and on November 20,
     1996, the Company purchased 4,000,000 shares of EIFH in exchange for $70
     thousand and 300,000 shares of the Company's common stock.  At November 30,
     1997, the Company's total investment in EIFH was approximately $5.2 million
     and represents 36% of EIFH's total common stock.  Additionally during 1996,
     the Company entered into a Stock Purchase Agreement with EIFH whereby the
     Company has an option to purchase 10,000,000 shares of EIFH for $1 million.
     This option is subject to EIFH stockholders increasing the authorized
     number of common shares.  The Company has accounted for its investment in
     EIFH pursuant to the equity method of accounting commencing January 1,
     1997.

     In February 1996, the Company agreed to loan money to EIFH pursuant to a
     line of credit agreement with a maximum borrowing of $5.2 million.  This
     line of credit was not collateralized and was due on July 31, 1997. 
     Effective July 31, 1997, the line of credit was renewed, extended and
     modified to increase the maximum borrowing amount to $15 million and extend
     the maturity to February 18, 1998.  On September 30, 1997, the Company
     increased the maximum borrowing amount to $20 million.  This renewal
     included an option for the Company to convert the entire indebtedness into
     common shares of EIFH at 85% of the average market price of the previous
     five days, subject to approval of an increase in the number of authorized
     shares by EIFH's stockholders.  On February 18, 1998, the Company extended
     the maturity date of the line of credit to August 18, 1998.  As of November
     30, 1997, the total receivable from EIFH is $17.9 million, which includes
     accrued interest of $1.04 million.  The Company received interest income of
     $0.8 million related to the loan outstanding during 1997.

     On December 22, 1997, the Company granted an option to Frank Fradella,
     Chief Executive Officer of EIFH, to purchase the Company's 8,800,000 shares
     of EIFH for a price of $0.65 per share.  Additionally, the Company granted
     Frank Fradella a proxy to vote the Company's shares of EIFH.

     On November 19, 1997, EIFH completed its acquisition of JL Manta, Inc.
     ("Manta"), an Illinois corporation which provides specialized maintenance
     services for clients in the industrial, environmental and low-level nuclear
     sectors.  Pursuant to the terms of a Stock Purchase Agreement, EIFH
     acquired all of the issued and outstanding common stock of Manta for
     consideration of $4.7 million in cash and $2.2 million in convertible
     promissory notes of EIFH, payable in installments with a final payment due
     on November 18, 2000 (the "Stockholder Notes").  Subject to the approval by
     EIFH stockholders of an amendment to EIFH's charter authorizing the
     requisite amount of stock, at any time after June 30, 1998 the holders of
     the Stockholder Notes may convert any principal payment due under the
     Stockholder Notes into shares of 

     5.  EIF HOLDINGS, INC. (continued)

     EIFH's common stock at a conversion price equal to the closing transaction
     price of EIFH Stock on the date a conversion notice is received by EIFH.

     Also concurrently with the Acquisition, in connection with financing
     provided to EIFH, EIFH issued a $6.5 million Convertible Promissory Note.
     The Note bears interest at the rate of 5 1/4% per annum, becomes due on May
     18, 1999 and is collateralized by a pledge of all of the Manta Stock.
     Subject to approval of EIFH's Stockholders of an amendment to EIFH's
     charter authorizing the requisite amount of preferred and common stock at a
     conversion price of $1.00 per share, with such Preferred Convertible Stock
     convertible into EIFH common stock.

     Also in connection with the Acquisition, EIFH issued a $2.5 million
     Promissory Note.  The note bears interest at the rate of 9% per annum and
     becomes due on February 16, 1998.  The loan amount represented by the note
     was used by EIFH to refinance certain indebtedness of Manta.

     The Company's investment in EIFH exceeds the net assets of EIFH by
     approximately $15 million.  Such amounts are being amortized over 40 years.
     As of November 30, 1997, the quoted market value of the Company's 8.8
     million shares of EIFH is approximately $4.1 million.

     Summarized financial information for EIFH as of September 30, 1997 and for
     the nine months then ended is as follows:

     Current assets                                               $ 13,806 
     Noncurrent assets                                                 870 
     Current liabilities (including note payable to the Company)    25,017 
     Stockholders' deficit                                         (10,341)
     Revenues                                                       10,858 
     Operating loss                                                 (1,344)
     Net loss                                                         (100)


     6.  INVESTMENT IN JOINT VENTURES

     The Company, through it's wholly owned subsidiary SRS, participates in four
     joint ventures with equity interests ranging from 33% to 50%.  Each of
     these joint ventures is involved in operating SRS' waste treatment
     equipment.

     At November 30, 1997, the Company's total investment in these joint
     ventures is approximately $3.7 million and the Company has receivables from
     the joint ventures of approximately $1.5 million.  During 1997, the Company
     sold and leased certain equipment to the joint ventures in the amount of
     approximately $5 million.  The Company has deferred profit on these
     transactions to the extent of its ownership interest in the amount of
     approximately $1.6 million.  The results of operations and financial
     position of these joint ventures are not material to the Company's
     financial position and results of operations as of November 30, 1997.

     7.  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consists of the following:

                                                             1997       1996  
                                                           --------   --------
     Land                                                  $  5,570   $  1,965
     Buildings                                               14,140      7,345
     Fabrication machinery, mobile and other equipment       18,678     20,901
     Furniture and fixtures                                   1,978      1,645
     Equipment under capital leases                           1,040        626
     Leasehold improvements                                   1,389        908
                                                           --------   --------
                                                             42,795     33,390
     Accumulated depreciation and amortization                9,772      8,191
                                                           --------   --------
                                                           $ 33,023   $ 25,199
                                                           ========   ========

     Depreciation expense for the years ended November 30, 1997, 1996 and 1995
     was $4,467, $1,695 and $986, respectively.

     8.  INVENTORY

     The components of inventory are as follows:

                                                             1997       1996  
                                                           --------   --------
     Raw materials                                         $  6,358   $  3,897
     Consumable supplies                                      3,345      2,103
     Finished goods                                           8,376      8,846
                                                           --------   --------
                                                           $ 18,079   $ 14,846
                                                           ========   ========


     9.  LONG-TERM DEBT INCLUDING CAPITAL LEASES
                                                             1997       1996  
                                                          --------------------
     Note payable to Union Bank of California, payable
     $2,386,364 per quarter beginning April, 1998,
     interest at LIBOR plus 3.25% collateralized by the
     stock of AEC's subsidiaries, their guarantees and
     substantially all assets of AEC.                      $ 52,500         --

     Note payable to Deere Park Capital Management,
     payable interest only until June, 1998 then monthly
     payments of $83,333 plus interest until final
     payment in May, 2000, interest at 10%,
     uncollateralized.                                        5,000         --

     Note payable to Semamor Enterprises, L.P., payable
     interest only until June, 1998 then monthly
     payments of $16,667 plus interest until final
     payment in May, 2000, interest at 10%,
     uncollateralized.                                        1,000         --

     Note payable to Bank of America, payable $83,000
     per month beginning January, 1997, plus interest at
     bank's reference rate plus 0.75%, collateralized by
     receivables, inventory, machinery and equipment
     of SRS.                                                     --      3,000

     Note payable to Hongkong Bank of Canada, payable 
     $23,000 per month, including interest at 9.00%,
     collateralized by real estate of Industra.                  --      2,062

     Note payable to The C.A. Turner Construction Company, 
     Texas payable $92,000 quarterly including interest
     at 8.00%, collateralized by substantially all of
     the fixed assets of C.A. Turner Construction, Inc.
     and Action Contract Services, Inc., two subsidiaries
     of the Company, maturing December 2000.                     --      1,240

     Notes payable, other                                     1,303      2,126
                                                           --------   --------
                                                             59,803      8,428
     Current portion                                          8,081      1,708
                                                           --------   --------
     Long-term portion                                     $ 51,722   $  6,720
                                                           ========   ========

     The aggregate principal payments on long-term debt during the years
     subsequent to November 30, 1997 are:  1998 - $8,081; 1999 - $11,381; 2000 -
     $13,914; 2001 - $9,686; 2002 - $9,582; thereafter $7,159.

     At November 30, 1997, there is approximately $8,904 of notes payable
     outstanding.  Included in this amount is a payable to Union Bank of
     California under a revolving credit facility in the amount of $8,500.  The
     maximum borrowings under the credit facility is $12,000, bears interest at
     either the prime rate plus 2% or LIBOR plus 3% and is collateralized by
     substantially all of the assets of the Company.  This revolving credit
     facility expires on August 31, 2002.  Additionally, the Company has a
     balance of $397 under a revolving credit facility with Comerica.  The
     maximum borrowings under this facility are $500 and it is collateralized by
     the assets of CCG.

     Under the Union Bank of California credit facility, the Company is required
     to maintain certain financial ratios and is restricted by covenants from
     certain corporate actions including a prohibition on the Company paying
     dividends.

     At November 30, 1996, the Company had borrowings under various credit
     facilities, all of which were repaid in connection with the borrowings from
     Union Bank of California in 1997.

     10.  LEASE AGREEMENTS

     The Company leases equipment and office and warehouse space under operating
     leases that expire at various times through September 2002.  Future minimum
     payments, by year and in the aggregate, under these operating leases,
     consisted of the following at November 30:

     1998                                        $2,662
     1999                                         2,210
     2000                                         1,751
     2001                                         1,464
     2002                                           629
                                                 ------
     Total minimum lease payment                 $8,716
                                                 ======

     Rent expense for the years ended November 30, 1997, 1996 and 1995 amounted
     to $634, $538 and $181, respectively.

     In May, 1997, the Company entered into a sales/leaseback transaction with a
     third party for machinery and equipment.  In conjunction with this
     transaction, the Company recorded a deferred gain of $1.2 million, which is
     being amortized over the sixty month life of the lease.

     11.  COSTS AND ESTIMATED EARNINGS ON JOBS IN PROGRESS

                                                          1997      1996  
                                                        --------  --------
     Costs, estimated earnings and billings are
     summarized as follows:

     Costs incurred on uncompleted jobs                 $186,518 $ 66,476 
     Estimated earnings                                   28,432    8,417 
                                                        -------- -------- 
                                                         214,950   74,893 
     Billings to date                                    205,155   71,866 
                                                        -------- -------- 
                                                        $  9,795 $  3,027 
                                                        ======== ======== 

     Included in the accompanying balance sheet under
     the following captions:

     Costs and estimated earnings in excess of billings $ 13,145 $  3,446 
     Billings in excess of costs and estimated earnings   (3,350)    (419)
                                                        -------- -------- 
                                                        $  9,795 $  3,027 
                                                        ======== ======== 
     12.  RELATED PARTY TRANSACTIONS

     For the years ended November 30, 1997, 1996 and 1995, the Company had
     business transactions with related parties.  The details of these
     transactions and balances owing from and to these parties are as follows:

     During the year ended November 30, 1997, fees aggregating $522 were paid to
     a director in his capacity as an officer of the Company.  Of this amount
     $20 is included in share issue costs, as a reduction to common stock, and
     $502 is included in administrative expenses.  Additionally, another
     director was paid $113 for services rendered during the year, which is
     included in deferred financing costs.

     During the year ended November 30, 1996, fees aggregating $120 were paid to
     a director, in his capacity as an officer of the Company.  Of this amount,
     $80 is included in deferred financing costs, $30 is 


     12.  RELATED PARTY TRANSACTIONS (continued)

     included in share issue costs, as a reduction to common stock, and $10 is
     included in administrative expenses.  Additionally, another director was
     paid $109 for services rendered during the year, of which $27 is
     included in deferred financing costs, $18 is included in share issue costs,
     as a reduction to common stock, and $64 is included in administrative
     expenses.

     During the year ended November 30, 1995, fees aggregating $84 were paid to
     a director, in his capacity as an officer of the Company.  Of this amount,
     $75 is included in share issue costs, as a reduction to common stock, and
     $9 is included in administrative expenses.  Additionally, another director
     was paid $140 for services rendered during the year, of which $110 is
     included in deferred bid costs and $30 is included in deferred financing
     costs.

     13.  INCOME TAXES

     CANADA
     Income tax expense varies from the amount that would be computed by
     applying the basic combined Canadian federal and provincial rate of 44.34%,
     as follows:

                                                1997       1996       1995   
                                               ------     ------     ------

     Basic rate applied to pre-tax income   $   8,542   $  3,526  $   419 
     Reduction due to income taxed in other
        jurisdictions                          (5,316)    (2,603)      -- 
     Other                                       (247)      (137)    (315)
     Reduction of income taxes due to
        application of loss carry forwards     (2,507)      (786)    (104)
                                            ----------  --------- --------
     Effective Canadian tax expense         $     472   $     --  $    -- 
                                            ==========  ========= ========


     UNITED STATES
     The components of the provision for (recovery of)
     income taxes are as follows:
                                                      
                                                1997       1996       1995   
                                               ------     ------     ------
     Federal                                 $  4,076   $   (865) $     16
     State                                        360         50       128
     Reduction of income taxes due
       to application of loss
       carryforwards                           (1,701)        --        --
     Benefits from previously unrecorded
       tax items                               (1,529)        --        --
     Other                                        151          6        64
                                              -------   --------  --------
     Effective US tax expense (benefit)      $  1,357   $   (809) $    208
                                              =======   ========  ========

     Total tax expense (benefit)
       consisting of

       Current                               $      -   $   (815) $    144
       Deferred                                 1,829          6        64
                                              -------   --------  --------
                                             $  1,829   $   (809) $    208
                                              =======   ========  ========


     Deferred income taxes result from timing differences between the recording
     of income for accounting purposes and for income tax purposes and from the
     estimated future tax benefit from operating losses when, in the opinion of
     management, realization of such benefits is not virtually certain. 

     14.  SHARE CAPITAL

     AUTHORIZED SHARE CAPITAL
     The authorized share capital consists of unlimited Class A Preference
     shares and unlimited, no par value common shares.

     SHARE WARRANTS
     As of November 30, 1997, the Company had 3.6 million outstanding share
     warrants, which call for the issuance of one common share upon presentation
     of the warrant at issue prices ranging from $4.00 to $9.56.  These warrants
     expire at various times through September 2002.

     STOCK OPTIONS
     In 1997 the Stockholders adopted the Company's 1997 Stock Option Plan (the
     "Plan").  Under the Plan, the Company is authorized to issue 2,956,700
     options to purchase shares.  
     Information with regard to stock options is as follows:

                                            Shares      Option Price Range
                                            ------      ------------------
     Outstanding, November 30, 1994           43,800           $1.75-$2.10
     Granted                                 512,500           $1.80-$1.86
     Cancelled                                    --                    --
     Exercised                               (60,600)          $1.75-$2.10
                                             --------
     Outstanding, November 30, 1995          495,700           $1.75-$1.86

     Granted                                 460,313           $3.23-$9.76
     Cancelled                               (66,000)           3.23-$5.69
     Exercised                              (336,850)           1.79-$6.00
                                            ---------
     Outstanding, November 30, 1996          553,163           $1.76-$9.76

     Granted                                 993,500           $6.67-$7.72
     Cancelled                              (143,888)          $1.76-$7.09
     Exercised                              (261,075)          $1.79-$9.76
                                           ----------
     Outstanding, November 30, 1997        1,141,700           $1.79-$7.72
                                           ==========          ===========

     Options current exercisable             391,300           $1.79-$9.76
                                             =======           ===========

     The weighted average fair value of options granted during 1997, 1996 and
     1995 were $6.42, $3.04 and $1.01, respectively.

     The weighted average exercise price and remaining term as of November 30,
     1997 are $6.42 and 4.0 years, respectively.


     15.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
          ACCOUNTING PRINCIPLES AND PRACTICES

     The consolidated financial statements have been prepared in accordance with
     accounting principles generally accepted in Canada ("Canadian Basis") which
     differ in certain respects from those principles and practices that the
     Company would have followed had its consolidated financial statements been
     prepared in accordance with accounting practices generally accepted in the
     United States ("U.S. Basis").

     During 1997, the Company sold $18 million aggregate principal amount of
     convertible debentures (the "Debentures").  In connection with these
     Debentures, the Company issued approximately 1.7 million stock purchase
     warrants to the holders and as placement fees to third parties.  Under
     Canadian Basis, the total amount allocated to the conversion feature was
     being charged to interest expense over ten years.  All of these Debentures
     were converted during 1997 and the unamortized amount of $11.8 million was
     charged to equity.  Had the U.S. Basis been followed, the intrinsic value
     of the conversion feature of approximately $3.5 million would have been
     charged to interest expense immediately as the Debentures contained a
     beneficial conversion feature on the date of issuance.

     During June, 1996, the Company acquired a 16% interest in EIFH.  This
     interest was accounted for under the cost method of accounting.  Commencing
     on January 1, 1997, the Company began accounting for its investment in EIFH
     under the equity method as its ownership percentage had increased to 36%. 
     Under Canadian Basis, the change is accounted for prospectively.  Under
     U.S. Basis, the Company would have recorded an adjustment to accrue its
     proportionate share (16%) of EIFH's losses from the period when the Company
     first invested in EIFH through the period when they commenced equity method
     accounting.  The total amount of additional losses which the Company would
     have recorded is approximately $1.5 million.

     Under Canadian Basis, income tax losses available to be carried forward are
     recognized only when there is virtual certainty that they will be realized.
     Under U.S. Basis, income tax losses available to be carried forward are
     recognized when it is more likely than not that they will be realized.  For
     the years ended November 30, 1996 and 1995, there were no significant
     differences between these two methods.

     Under U.S. Basis, utilization of pre-acquisition net operating losses
     should be credited to goodwill rather than as a reduction in the income tax
     provision, as is practice under Canadian Basis.  Therefore, under U.S.
     Basis, the goodwill and income tax provision would have been adjusted by
     approximately $1.0 million.

     The following is a reconciliation of net income under Canadian Basis to net
     income under U.S. Basis.

                                    Canadian Basis          U.S. Basis
                                    --------------          ----------
          Pre-tax income                   $19,264             $14,264
          Tax provision                      1,829               2,878
                                           -------             -------
          Net income                       $17,435             $11,386
                                           =======             =======

     Under U.S. Basis, primary and fully diluted earnings per share is
     calculated using the treasury stock method. The calculation of earnings per
     share under U.S. Basis is as follows:

          Net income                                           $11,386
          Net income per share - Primary                         $0.66
          Net income per share - Fully diluted                   $0.65

          Weighted average number of shares
          Primary                                           17,142,519
          Fully Diluted                                     18,784,330


     SFAS No. 123 "Accounting for Stock Based Compensation," issued in October
     1995, defines a fair value method of accounting for employee stock
     options.  Under this fair value method, compensation cost is measured at
     the grant date on the fair value of the award and is recognized over the
     vesting period.  SFAS No. 123 allows, and the Company has elected, to
     continue to measure compensation cost in accordance with APB No. 25 for
     purposes of the U.S. to Canadian GAAP reconciliation.  Accordingly, the
     Company is providing the disclosures required by SFAS No. 123.

     The pro forma net income and basic earnings per share amounts below have
     been derived using the Black -Scholes stock option pricing model with the
     following assumptions for each stock option grant during the respective
     year:

                                                 1997       1996        1995
     Assumptions                              ---------- ----------  ----------
     Risk-free interest rates                 6.37%-6.63%5.60%-5.75% 5.68%-5.75%
     Expected life of stock options (years)             5          5           5
     Expected volatility of common stock              55%        55%         55%
     Expected annual dividends of stock
       options                                          0          0           0
     Net income - as reported                     $17,435     $8,763      $2,852
                                                  
     Net income - pro forma                       $17,191     $8,311      $2,543
     Basic earnings per share - as reported         $1.08      $0.81       $0.40

                                                    
     Basic earnings per share - pro forma           $1.06      $0.77       $0.35
                                       

     The pro forma effects on net income and income per common share for fiscal
     1997, 1996 and 1995 may not be representative of the pro forma effects
     Statements of Financial Accounting Standards No. 123 "Accounting for Stock
     Based Compensation" may have in future years.


     In February, 1997, the Financial Accounting Standards Board issued SFAS No.
     128, "Earnings per Share", which is effective for years ending after
     December 15, 1997.  This statement replaces the presentation of primary
     earnings per share with a presentation of basic earnings per share ("EPS").
     Basic EPS excludes the dilution effect of common 
     stock equivalents previously included in primary EPS and is computed by
     dividing net earnings by the weighted-average number of common shares
     outstanding for the period.  The calculation of diluted EPS will not change
     under SFAS No. 128.  The adoption of SFAS 128 by the Company, will not
     materially change the amounts disclosed as basic EPS.

     In June, 1997, the Financial Accounting Standards Board issued SFAS No.
     130, "Reporting Comprehensive Income", and SFAS No. 131, "Disclosures about
     Segments of an Enterprise and Related Information", which are both
     effective for years beginning after December 15, 1997.  SFAS 130
     establishes standards for reporting and display of comprehensive income and
     its components (revenues, expenses, gains, and losses) in a full set of
     general-purposes financial statements.  It further requires that an
     enterprise a) classify items of other comprehensive income by their nature
     in a financial statement and b) display the accumulated balance of other
     comprehensive income separately from retained earnings and additional paid-
     in capital in the equity section of a statement of financial position. 
     SFAS 131 establishes standards for the way that public business enterprises
     report information about operating segments in annual financial statements
     and requires that those enterprises report selected information about
     operating segments in interim financial reports issued to shareholders. 
     The adoption of SFAS 130 and 131 are for disclosure purposes only.

     16.  RETIREMENT PLANS

     The Company has a profit-sharing plan (defined contribution) retirement
     plan covering substantially all employees, except employees who are members
     of a union who bargained separately for retirement benefits.  Employees are
     eligible upon attaining the age of twenty-one (21) and completing one (1)
     year of service.  The amount of contribution to the plan is determined
     annually by the Board of Directors and may vary from zero to fifteen
     percent of covered compensation.

     The Company, through it's collective bargaining agreements with various
     unions, contributes to the unions' retirement plans.  For the years ended
     November 30, 1997, 1996 and 1995, an expense of $2.7 million, $1.5 million
     and $0.6 million, respectively, was incurred for these retirement plans.

     17.  CONVERTIBLE DEBT

     On January 24, 1997, the Company sold $15 million aggregate principal
     amount of 9.5% Convertible Debentures ("January Debentures") due January
     24, 2007, together with 1,125,000 warrants to purchase the Company's common
     stock at a price of $9.56.  In connection with this transaction, the
     Company issued 300,000 warrants to a placement agent and incurred costs of
     approximately $1.5 million.

     On February 14, 1997, the Company sold $1 million aggregate principal
     amount of 9.5% Convertible Debentures ("February Debentures") due February
     14, 2007, together with 71,429 warrants to purchase the Company's common
     stock at a price of $9.49.  In connection with this transaction, the
     Company incurred costs of approximately $100 thousand.

     On March 3, 1997, the Company sold $3 million aggregate principal amount of
     9.5% Convertible Debentures ("March Debentures") due March 3, 2007,
     together with 225,000 warrants to purchase the Company's common stock at a
     price of $9.21.  In connection with this transaction, the Company incurred
     costs of approximately $50 thousand.

     The total proceeds have been allocated between the warrants issued to the
     holders, the conversion feature and debt based on discounted cash flows and
     an effective interest rate of 12%. All of these debentures were converted
     into common shares during 1997 and the unamortized costs were charged to
     shareholders' equity upon conversion.


     18.  LITIGATION

     The Company had been involved in an arbitration with a customer whereby the
     customer claimed damages from the Company totaling $19.3 million consisting
     of delay damages and cost of completion.  The Company counter claimed $2.4
     million for breach of subcontract and $10.0 million for the customer bad
     faith and intentional misconduct.  On June 16, 1997, the arbitrator ruled
     in favor of the Company and awarded the Company $1.3 million net of costs
     of $1.1 million.  The Company has received such amounts and has included
     them in its results of operations for 1997.

     At November 30, 1997, there were various claims and disputes incidental to
     the business.  The Company believes that the disposition of all such claims
     and disputes, individually or in the aggregate, should not have a material
     adverse affect upon the Company's financial position, results of operations
     or cash flows.

     19.  FINANCIAL INSTRUMENTS

     CONCENTRATION OF CREDIT RISK
     Financial instruments that potentially subject the Company to concentration
     of credit risk consist principally of cash and trade accounts receivable. 
     At November 30, 1997 and 1996, the Company had notes receivable balances of
     $46,335 and $6,975, respectively, with various entities or persons as
     described in Note 4 to Consolidated Financial Statements.  Although some of
     the notes are collateralized or partially collateralized, the ultimate
     collectibility is dependent on the financial conditions of the various
     debtors.  Concentrations of credit risk with respect to trade receivables
     are limited due to the large number of customers comprising the Company's
     customer base and their diverse industries and geographic areas.  The
     Company has write offs, net of recoveries of $466 in 1997, $286 in 1996 and
     $60 in 1995.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     The carrying amounts of cash, cash equivalents, accounts receivable,
     accounts payable and accrued liabilities approximate fair value because of
     the short maturity of these items.  The carrying amounts of long-term debt
     approximate fair value because the interest rates on these instruments
     change with market interest rates.


     20.  SEGMENTS OF THE BUSINESS

     The Company operates in Canada and the United States in three primary
     industry segments: (1)  Environmental Remediation Services which involves
     asbestos removal, insulation and other environmental services, (2)
     Industrial Support Services which involves the repair, maintenance and
     modification of boilers, pressure vessels and tubing used in industrial
     facilities and the provision of engineering services and (3) Specialty
     Fabrication Services which involves construction of high-quality custom
     steel and alloy products.  It is the Company's policy to price intersegment
     contracts on an equivalent basis to that used for pricing external
     contracts.  The following is a summary of selected data for these business
     segments:

                                                      Environmental Industrial
                                                       Remediation   Support
                                                         Services    Services
                                                       ------------ ----------

     1997
     Contract income                                    $ 12,125   $147,424
     Operating income (loss)                                (514)    15,104
     Depreciation and amortization                           923      3,336
     Capital expenditures during the year                    312      1,871
     Identifiable assets                                   7,375    133,390


     1996
     Contract income                                    $ 18,489   $ 94,584
     Operating income                                      2,539      2,812
     Depreciation and amortization                           699      1,063
     Capital expenditures during the year                    516      1,336
     Identifiable assets                                  22,988     29,121


     1995 
     Contract income                                    $  5,362   $ 41,322
     Operating income                                        505      2,555
     Depreciation and amortization                           214        893
     Capital expenditures during the year                     54      1,675
     Identifiable assets                                   4,636     17,163

                                                        Specialty
                                                       Fabrication Consolidated
                                                         Services      Total
                                                       ------------------------

     1997
     Contract income                                    $ 60,929    $220,478
     Operating income (loss)                              11,763      26,353
     Depreciation and amortization                         1,123       5,382
     Capital expenditures during the year                  1,536       3,719
     Identifiable assets                                  71,021     211,786


     1996
     Contract income                                    $  6,456    $119,529
     Operating income                                      2,603       7,954
     Depreciation and amortization                           470       2,232
     Capital expenditures during the year                  6,155       8,007
     Identifiable assets                                  19,668      71,777


     1995
     Contract income                                    $     --    $ 46,684
     Operating income                                         --       3,060
     Depreciation and amortization                            --       1,107
     Capital expenditures during the year                     --       1,729
     Identifiable assets                                      --      21,799


       The following table provides information with respect to the geographics
                        segmentation of the Company's business


                                               Canada
                                              --------
     1997
     Contract income                          $ 50,835
     Operating income                            7,728
     Depreciation and amortization               1,223
     Capital expenditures during the year          124
     Identifiable assets                       122,472


     1996
     Contract income                          $  6,509
     Operating income                               90
     Depreciation and amortization                 166
     Capital expenditures during the year        6,151
     Identifiable assets                        20,988



     1995
     Contract income                                --
     Operating income                               --
     Depreciation and amortization                  --
     Capital expenditures during the year           --
     Identifiable assets                            --

                                           United States      Consolidated
                                           -------------      ------------

     1997
     Contract income                          $169,643       $220,478
     Operating income                           18,625         26,353
     Depreciation and amortization               4,159          5,382
     Capital expenditures during the year        3,595          3,719
     Identifiable assets                        89,314        211,786


     1996
     Contract income                          $113,020       $119,529
     Operating income                            7,864          7,954
     Depreciation and amortization               2,066          2,232
     Capital expenditures during the year        1,856          8,007
     Identifiable assets                        50,789         71,777


     1995
     Contract income                          $ 46,684       $ 46,684
     Operating income                            3,060          3,060
     Depreciation and amortization               1,107          1,107
     Capital expenditures during the year        1,729          1,729
     Identifiable assets                        21,799         21,799


     21.  SIGNIFICANT TRANSACTIONS

     In November 1997, the Company sold its 50% ownership in MART to a third
     party for $14.0 million, payable quarterly over five years with interest at
     10% per annum.  During fiscal 1997, two of the Company's subsidiaries (SRS
     & United Eco) sold equipment and provided services to MART.  SRS sold to
     MART equipment for $4.0 million and United Eco provided construction,
     maintenance and operation services for approximately $6.6 million.  MART is
     a state of the art thermal treatment facility which treats soils, sediments
     and other materials contaminated with hazardous and non-hazardous
     chemicals.

     The Consolidated Statement of Income includes revenue and direct costs of
     $24.6 million and $14.4 million, respectively resulting from these
     transactions.

     22.  SUBSEQUENT EVENT-PROPOSED ACQUISITION OF DOMINION BRIDGE CORPORATION

     On February 20, 1998, the Company and Dominion Bridge Corporation entered
     into a non-binding Letter of Intent which provides for a) the purchase of
     $5.0 million of Dominion Bridge common stock by the Company, b) a working
     capital loan facility of up to $25.0 million to be provided by the Company
     to Dominion Bridge, c) the engagement of the Company to provide certain
     management services to Dominion Bridge, and d) the acquisition by the
     Company of the business and assets of Dominion Bridge.

     The purchase of $5.0 million dollars of Dominion Bridge stock was
     consummated on February 20, 1998.  

     The proposed consideration for the acquisition is 7 1/2% convertible
     subordinated notes and the principal amount of $3.00 for each outstanding
     share of Dominion Bridge stock payable three years after closing and
     convertible into American Eco common shares at a conversion rate of $15.00
     per share.  Aggregate value of the acquisition, including debt assumed of
     $37.5 million would be approximately $135.0 million.

     Consummation of the transaction will be subject to approval of the
     respective boards of directors, shareholders, along with the required
     regulatory and governmental consents.  There is no assurance that the
     transaction will be consummated.


          ITEM  9.    CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

                 In May  1997, the  shareholders ratified  the selection of
          Coopers  & Lybrand, L.L.P. as  auditors of the Company, effective
          May  7, 1997.  Karlins  Fuller Arnold &  Klodosky, P.C. ("Karlins
          Fuller"), which had been the Company's prior auditors, resigned
          as auditors  of the Company,  effective May 7, 1997.
          The Company  has had no disagreements with  Karlins Fuller
          during fiscal 1996 or 1995 on any matter of accounting principles
          or practices, financial statement disclosure or auditing scope or
          procedure.   The reports of Karlins Fuller for either fiscal 1996
          or  1995 did not  contain an adverse  opinion or a  disclaimer of
          opinion  or were qualified  or modified as  to uncertainty, audit
          scope or accounting principles.


                                       PART III

          ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                 The names of the executive officers, directors and certain
          significant  employees are  set  forth below,  together with  the
          positions held by each such person in the Company and their  ages
          as of March 13, 1998.   All directors are elected annually by the
          shareholders of the Company and serve until  their successors are
          duly elected and qualified.  Officers are elected by the Board of
          Directors and serve at the will of the Board of Directors.

                   NAME          AGE                Positions
                   ----          ---                ---------

           Michael E. McGinnis    48  Chairman, President, Chief
                                      Executive Officer and Director

           John C. Pennie         59  Vice-Chairman of the Board of
                                      Directors

           David L. Norris        48  Senior Vice President and Chief
                                      Financial Officer

           Bruce Tobecksen        53  Vice President and Treasurer

           Bruce A. Rich          58  Secretary

           Barry Cracower         60  Director

           William A. Dimma       70  Director

           Hon. Donald R. Getty   64  Director

           Francis J. Sorg Jr.    76  Director

           Larry Cundy            47  Division Chief Executive Officer,
                                      Industra

           Joseph D. DeFranco     76  Division President, SRS

           Besim Halef            42  Division President, MM Industra

           Matthew D. Hill        28  Division President, Turner Group

           John Hoyle             51  Division President, United Eco

           C.N. Jones             40  Division President, CCG

           Toomas Kukk            57  Division President,  Chempower

          EXECUTIVE OFFICERS

                 MICHAEL  E.  MCGINNIS has  been  the  President  and Chief
          Executive  Officer of  the Company since  1993, a  director since
          1994 and Chairman since May 1997.  He was the President and Chief
          Executive  Officer  of Eco  Environmental,  Inc.,  a provider  of
          environmental remediation services to industrial clients, when it
          was  acquired  by the  Company  in 1993.    Prior to  joining Eco
          Environmental, Inc. in  1992, Mr. McGinnis was employed  with The
          Brand  Companies, Inc.,  one  of the  largest asbestos  abatement
          contractors  in the United States.  Mr. McGinnis joined The Brand
          Companies  in   1965  and  served  in   various  operational  and
          administrative capacities for  over 27 years.   Mr. McGinnis  has
          been a director of EIF since February 1996, having served as  its
          Chairman  of the  Board from June  1996 to October  1997, and was
          President of EIF from March  1996 to August 1996.  He  has been a
          director of Dominion Bridge since February 1998.

                 JOHN  C. PENNIE has  been a director of  the Company since
          February 1992  and the  Vice-Chairman of  the Board  of Directors
          since October 1993.  Mr. Pennie served as the Company's President
          and  Chief  Executive Officer  in 1992  in  order to  execute the
          downsizing and reorganization of  the Company.  Prior to  joining
          the  Company, Mr. Pennie was  a business consultant  with over 25
          years  of   experience  in  assisting  turnaround   and  start-up
          companies.  He is the Chairman and Chief Executive Officer
          of Unistar Corporation, a Canadian company.

                 DAVID L.  NORRIS has been Senior  Vice President and Chief
          Financial Officer  of the Company since March  1997.  He also had
          been  President and Chief Executive Officer and a director of EIF
          from  August  1996 through  February  1997.   Prior  thereto, Mr.
          Norris was the President of Tonopah Resources International, Inc.
          and Citadel  Environmental Group, Inc., which  owned and operated
          several  abatement and remediation companies in the environmental
          industry.   From 1994  to 1996, Mr. Norris  was the President and
          Managing  Member of WNH  Investments, L.L.C., which  is a private
          investment banking company investing principally in  companies in
          the environmental and  energy industries. From 1992  to 1994, Mr.
          Norris  was the President  and Chief  Operating Officer  of North
          American  Recycling Systems,  Inc.  Prior  thereto, from  1972 to
          1992, Mr.  Norris was employed  by Evergren Bankcorp,  Inc., most
          recently  as  Executive Vice  President  in  charge of  corporate
          banking.

                 BRUCE TOBECKSEN  has been Vice President  and Treasurer of
          the Company since January 1998.  Prior thereto, he served as Vice
          President,  Finance   of  Chemical  Waste  Management,   a  waste
          management services  company,  from 1993  to  1997 and  as  Chief
          Financial  Officer  and Controller  of Chemical  Waste Management
          from 1982-1993.

                 BRUCE A. RICH has been Secretary of the Company since  May
          1997.  He  has been a partner in  Reid & Priest LLP, a  New York,
          New York  law firm since 1992, and prior thereto was a partner in
          another law firm.   His law firm has performed legal services for
          the Company.

          OUTSIDE DIRECTORS

                 BARRY CRACOWER  has been a  director of  the Company since
          December 1996.   Mr. Cracower  has been the  President of  Pharmx
          Rexall Drug Stores  Ltd., a  drug store chain  based in  Concord,
          Ontario, since 1990.   Prior  to 1990, he  held senior  executive
          positions at  several major Canadian corporations.   Mr. Cracower
          served on the  Board of Directors of  the predecessor corporation
          to the Company, ECO  Corp., in 1992 during its restructuring.  He
          also is  as a  director  of Algonquin  Mercantile Corporation,  a
          Canadian company.  

                 WILLIAM A. DIMMA has been a director of the Company  since
          January 1997.  Mr. Dimma has  served as the Chairman of the Board
          of  Canadian Business Media  Ltd since 1992,  and York University
          since 1991.   For more than  five years  through 1993, Mr.  Dimma
          served as the Deputy Chairman and also as the President and Chief
          Executive Officer of Royal LePage Limited, a Canadian real estate
          company.  In addition to the companies mentioned above, Mr. Dimma
          is a  director of the Greater Toronto Airport Authority, Magellan
          Aerospace  Corporation,  IPL  Energy  Inc., a  pipeline  and  gas
          distribution company, London Life Insurance Company, Sears Canada
          Inc.  and  Trilon  Financial Corporation,  a  financial  services
          company.

                 HON.  DONALD R. GETTY  has been a director  of the Company
          since January 1997.   Mr. Getty has been the President  and Chief
          Executive Officer  of Sunnybank  Investments Ltd.,  an investment
          and  consulting  company  located  in  Edmonton,  Alberta,  since
          December 1992.  Mr. Getty has held elected and appointive offices
          in  Canadian  government, most  recently  as the  Premier  of the
          Province  of Alberta from  1985 to  1992 and  as the  Minister of
          Energy and Natural Resources for the federal government of Canada
          between  1971 and 1979.  Mr. Getty currently serves on the boards
          of directors of Mera Petroleum, an  oil and gas company, Cen  Pro
          Technologies, an engineering company, Farm Energy Corporation, an
          ethanol  production  company,  and Guyanor  Resources,  a  mining
          company, all located in Canada.

                 FRANCIS J.  SORG JR. has  been a director  of the  Company
          since May 1997.  For more than the past five years, he has served
          as Chairman  of the Board of  SRS, which the Company  acquired in
          July 1996.

          SIGNIFICANT EMPLOYEES

                 LARRY  CUNDY has  served as  the Division  Chief Executive
          Officer of Industra since April 1997.  For more than twenty years
          prior thereto, he had been employed by Parsons Power Inc. and its
          predecessor, his last position being Regional Director of Sales.

                 JOSEPH D. DEFRANCO has  been as the Division President  of
          SRS since  July 1996 when SRS  was acquired by the  Company.  Mr.
          DeFranco had  served as  the President, Chief  Executive Officer,
          Treasurer and a director of SRS since 1973.

                 BESIM HALEF has been the Division President of MM Industra
          since June  1996.   Between April  1994 and  May 1996,  Mr. Halef
          served as a project general manager for National Heavy Industries
          Limited, Saudi  Arabia  in connection  with  a project  to  build
          specialty fabrication facilities in  the Kingdom of Saudi Arabia.
          Mr. Halef had  served in various capacities  at M&M Manufacturing
          Limited Partnership, the predecessor of MM Industra, between 1994
          and  1985,  most recently  as  the Executive  Vice  President and
          General Manager of that company from March 1991 to April 1994.

                 MATTHEW D. HILL  has served as the  Division President and
          Vice  President/Director  of  Operations, Gulf  Coast,  of Turner
          Group since April  1997.   He served as  the Company's  Executive
          Director of Administration from January 1997 until March 1997 and
          as the  Company's Director  of Special  Projects from  March 1996
          until January 1997.   Prior thereto, Mr. Hill  was Manager of Eco
          Environmental's Spill Response Division  from April 1995 to March
          1996.   Prior  to joining  Eco Environmental,  Mr. Hill  had been
          Plant Manager  of Alumatech,  Inc., a specialty  aluminum trailer
          manufacturer, since May 1992.

                 JOHN  HOYLE has  been as the Division  President of United
          Eco since  November 1996.   Mr. Hoyle  had been the  President of
          Four  Seasons  Environmental,  Inc.,  an  environmental  services
          company, between July  1996 and  August 1993, and  served as  the
          Vice  President  of  that  corporation between  August  1993  and
          September 1990.

                 C.N. JONES has  served as  the Division  President of  CCG
          since September 1997 when CCG  was acquired by the Company.   Mr.
          Jones had served as the President of CCG since 1991.

                 TOOMAS  KUKK  has  served  as  the  Division President  of
          Chempower  since its acquisition in March 1997.  Mr. Kukk founded
          Chempower  and Powerhouse  Equipment,  Inc.,  the predecessor  to
          Chempower,  and he  served  as the  Chief  Executive Officer  and
          Chairman  of  the  Board  of Directors  of  Chempower  since  its
          organization in 1985.

          BOARD OF DIRECTORS MATTERS

                 The  Board   of  Directors  has  an   Audit  Committee,  a
          Compensation Committee and a Corporate Governance Committee.  The
          Audit  Committee  reviews  the  annual  and  quarterly  financial
          statements, and  material investments and transactions, and meets
          with the  outside  accountants and  senior management  regarding,
          among other items, internal control procedures established by the
          Company.     The  Compensation   Committee  sets  the   level  of
          compensation of the Company's  executive officers.  The Corporate
          Governance  Committee  monitors  compliance  with  the  corporate
          governance guidelines of the Company.

                 During the 1997 fiscal year, the Board of Directors met in
          person or  telephonically 11 times, and each director attended at
          least  64.0%  of  the meetings.    The  Board  of Directors  also
          authorized corporate actions through written consents.

          COMPLIANCE WITH CERTAIN REPORTING REQUIREMENTS

                 Section 16(a) of  the  Securities  Exchange  Act  of  1934
          requires that the officers, directors and 10.0% shareholders of a
          domestic  issuer report the ownership and purchase or sale of the
          equity securities of such issuer to the SEC.  In 1997, the Company
          ceased being a foreign private issuer and its officers, directors
          and  10.0%  shareholders  became subject to Section 16(a).  Based
          on the Company's records, the Company believes that its officers,
          directors and 10.0% shareholders are in compliance with Section
          16(a) for fiscal 1997.
         

          ITEM 11.  EXECUTIVE COMPENSATION.

                 The following table discloses the compensation  awarded to
          or  earned  by the  Chief Executive  Officer  and the  other most
          highly compensated executive  officers of the  Company as of  the
          end  of fiscal  1997  whose annual  salary  plus other  forms  of
          compensation exceeded $100,000 (the "Named Executive Officers").

                             SUMMARY COMPENSATION TABLE

                                             ANNUAL COMPENSATION
                                    --------------------------------------


                NAME                                        OTHER ANNUAL
                AND                                         COMPENSATION
              POSITION      YEAR    SALARY ($)  BONUS ($)        ($)
           --------------   ----    ----------   --------  ---------------
          Michael E.        1997   279,166 (1)      0       10,885 (2)
          McGinnis          1996   252,276 (1)      0        6,439 (2)
          Chairman of the   1995   102,201 (1)      0        6,440 (2)
          Board,
          President and
          Chief Executive
          Officer

          David L. Norris   1997   161,538 (3)      0        4,900 (2)
          Senior Vice       1996            0       0               0
          President and     1995            0       0               0
          Chief Financial
          Officer (3)

          John C. Pennie    1997            0       0      112,885 (4)
          Vice-Chairman     1996            0       0      109,140 (4)
          of the Board      1995            0       0      119,100 (4)



                             SUMMARY COMPENSATION TABLE

                                       LONG-TERM            ALL OTHER
                                     COMPENSATION         COMPENSATION
                                   -----------------   ------------------

                   NAME               SECURITIES
                    AND               UNDERLYING
                 POSITION             OPTIONS (#)
              --------------       -----------------

          Michael E. McGinnis              150,000              0
          Chairman of the Board,            20,000              0
          President and                    100,000              0
          Chief Executive
          Officer

          David L. Norris                   70,000              0
          Senior Vice President             15,000              0
          and Chief Financial                    0              0
          Officer (3)

          John C. Pennie                   100,000              0
          Vice-Chairman                          0              0
          of the Board                      50,000              0

          ---------------------
          (1)    Includes  $1,600,  $1,138  and  $1,158  of  deferred
                 compensation  contributed  by  the  Company  to  Mr.
                 McGinnis' 401K Plan in fiscal 1997,  1996 and fiscal
                 1995, respectively.
          (2)    Represents  automobile lease  payments paid  by  the
                 Company.
          (3)    Mr. Norris became an employee  in August 1996.  From
                 August  1996  to  February  1997,  he  had  been  an
                 executive   officer   of   EIF,   and  the   Company
                 reimbursed EIF for compensation amounts paid  by EIF
                 to Mr. Norris.
          (4)    Represents fees  paid to  Windrush Corporation,  50%
                 of  which is  owned  by  Mr. Pennie,  for  executive
                 services  including  rent and  secretarial  services
                 for the Company's Toronto office.

          EMPLOYMENT CONTRACTS

             The  Company  and Michael E.  McGinnis  have  entered  into  an
          employment agreement pursuant to  which Mr. McGinnis receives  an
          annual base salary  of $300,000, an automobile  allowance of $750
          per month plus any  operating and maintenance expenses associated
          with  such vehicle, and is  entitled to participate  in an annual
          bonus program determined by the level of basic earnings per share
          of the Company for each fiscal year of the term of the employment
          agreement.    The  agreement  provides   for  up  to  five  years
          compensation if he is terminated without cause, or upon his death
          or disability,  subject to  certain limitations.   The employment
          agreement terminates on  May 1,  2002.  Mr.  McGinnis waived  his
          annual bonus for fiscal 1997.

             The  Company and  David  L. Norris  entered into  an employment
          agreement effective May 1, 1997 pursuant to which Mr. Norris will
          be  paid  an  annual  base  salary  of  $225,000,  an  automobile
          allowance of  $750 per month  plus any operating  and maintenance
          expenses associated  with  such vehicle,  and he  is entitled  to
          participate in an annual bonus program determined by the level of
          basic earnings per share of  the Company for each fiscal year  of
          the term of the employment agreement.  The agreement provides for
          up to three years compensation if Mr. Norris is terminated by the
          Company  without  cause  subject  to certain  limitations.    Mr.
          Norris' employment  agreement with the Company  terminates on May
          1, 2000.  Mr. Norris waived his annual bonus for fiscal 1997.

             The  Company and  Bruce Tobecksen  entered into  an  employment
          agreement  effective  January  1,  1998  pursuant  to  which  Mr.
          Tobecksen  will be  paid an  annual base  salary of  $250,000, an
          automobile allowance  of $750  per month  plus any  operating and
          maintenance  expenses associated  with  such vehicle,  and he  is
          entitled to participate in an annual bonus program  determined by
          the level  of basic earnings  per share of  the Company for  each
          fiscal  year  of  the term  of  the  employment  agreement.   The
          agreement  provides for  up to  three years  compensation if  Mr.
          Tobecksen is terminated by the  Company without cause subject  to
          certain limitations.   Mr. Tobecksen's employment  agreement with
          the Company terminates on January 1, 2001.

          COMPENSATION OF DIRECTORS

             The directors  of the Company  who are  not otherwise employees
          or  consultants of the Company  receive CDN$20,000 per  year.  In
          addition,  the directors  of  the Company  receive CDN$1,000  per
          meeting and all reasonable expenses incurred by  the directors in
          respect of their duties  are reimbursed by the Company.   None of
          the  directors  of  the  Company  receives  compensation  in  his
          capacity  as a director pursuant  to any other  arrangement or in
          lieu of any standard  arrangement except through the  granting of
          stock options.

             The following table provides information with respect to  stock
          options  granted to  the Named  Executive Officers  during fiscal
          1997.

                                STOCK OPTIONS GRANTED
                        IN FISCAL YEAR ENDED NOVEMBER 30, 1997
                        --------------------------------------
                                                 % OF TOTAL
                                                   OPTIONS
                                   SECURITIES    GRANTED TO
                                     UNDER        EMPLOYEES     EXERCISE
                                    OPTIONS     IN FINANCIAL      PRICE
           NAME                   GRANTED (#)       YEAR         (CDN$)
           ----                   ------------  ------------  ------------
           Michael E. McGinnis       150,000         15 %             9.50
           David L. Norris            70,000          7 %            10.10
           John C. Pennie            100,000         10 %             9.50



                                        MARKET VALUE
                                        OF SECURITIES
                                         UNDERLYING
                                         OPTIONS ON
                                         THE DATE OF
                                            GRANT           EXPIRATION
           NAME                            (CDN$)              DATE
           ----                          -----------        ----------
           Michael E. McGinnis              9.50            1/15/2002

           David L. Norris                 10.10            3/3/2002
           John C. Pennie                   9.50            1/15/2002

             The following table provides information with respect to  stock
          options  exercised by  the  Named Executive  Officers during  the
          fiscal  year ended  November 30,  1997 and  the balance  of stock
          options  remaining  after  such  exercises.   All  stock  options
          described below were presently exercisable at November 30, 1997.


                          AGGREGATED STOCK OPTIONS EXERCISED
                        IN FISCAL YEAR ENDED NOVEMBER 30, 1997
                              AND FISCAL YEAR-END VALUES
                    ----------------------------------------------
                                                             NUMBER OF
                                                             SECURITIES
                                                             UNDERLYING
                                                            UNEXERCISED
                                                             OPTIONS AT
                                                               FISCAL
                                                              YEAR-END
                                                                (#)
                                                           -------------
                               SECURITIES
                                 ACQUIRED
                                   UPON    VALUE REALIZED   EXERCISABLE/
                  NAME         EXERCISE(#)     (US$)       UNEXERCISABLE
                  ----         ----------  -------------   -------------
          Michael E. McGinnis       0            --      $138,000/132,000
          David L. Norris        10,000        37,900     $14,000/71,000
          John C. Pennie            0            --       $20,000/80,000



                                 VALUE OF UNEXERCISED IN-THE-MONEY STOCK
                                            OPTIONS AT FISCAL
                                                YEAR-END
                                                (CDN$)(1)
                                         ----------------------

                                              EXERCISABLE/
                  NAME                        UNEXERCISABLE
                  ----                        -------------
          Michael E. McGinnis               1,513,900/804,600
          David L. Norris                    70,700/351,050
          John C. Pennie                     113,000/452,000

          --------

          (1)  Based  on  the closing  price of  the  Common Shares  on The
               Toronto Stock Exchange on November 28, 1997 of CDN$15.15.

          ITEM 12.   SECURITY OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS  AND
          MANAGEMENT.

             The following  table sets forth as of March 13, 1998 the number
          of Common Shares beneficially  owned by (i) each person  known to
          be  the beneficial  owner  of  more  than  five  percent  of  the
          outstanding  Common Shares,  (ii) each  director of  the Company,
          (iii)  each Named  Executive Officer  and (iv)  all officers  and
          directors of the Company as a group as known by the Company or as
          reflected on the records of the transfer agent.  

                   NAME AND ADDRESS OF             AMOUNT AND NATURE OF
                     BENEFICIAL OWNER            BENEFICIAL OWNERSHIP(1)
           ------------------------------------ -------------------------

                                                   NUMBER     PERCENTAGE
                                                  --------    ----------
          Barry Cracower  . . . . . . . . . . .   40,000(2)       *

          William A. Dimma  . . . . . . . . . .   40,000(2)       *

          Hon. Donald R. Getty  . . . . . . . .   40,000(2)       *
          Michael E. McGinnis . . . . . . . . .  432,010(3)       *

          David L. Norris . . . . . . . . . . .   14,000(2)       *
          John C. Pennie  . . . . . . . . . . .   42,500(4)       *

          Francis J. Sorg Jr. . . . . . . . . .   91,229(5)       *

          Directors and executive
          officers as a group (7 persons) . . .  699,739(6)       *


          -----------------------
          *  Represents less than one percent  of the issued and outstanding
             Common Shares.

          (1)  Unless otherwise indicated, all persons have sole voting and
               investment power over the Common Shares.

          (2)  Represents  Common  Shares underlying  presently exercisable
               stock options.

          (3)  Includes  (i)  138,000  Common  Shares  underlying presently
               exercisable stock  options and  (ii) 81,750 shares  owned by
               his wife.

          (4)  Includes   40,000   Common   Shares   underlying   presently
               exercisable stock options.

          (5)  Includes   20,000   Common   Shares   underlying   presently
               exercisable stock options.

          (6)  Includes Common Shares  disclosed in notes (2), (3), (4) and
               (5) above.

          ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          TRANSACTIONS WITH MANAGEMENT OR AFFILIATES OF MANAGEMENT

             Pursuant  to an  agreement  between the  Company  and  Windrush
          Corporation  ("Windrush"),  dated  December  1,   1997,  Windrush
          receives a fee of $9,000 per month in consideration for executive
          services  for administration,  strategic  and marketing  planning
          provided  to  the Company  plus fees  which  are negotiated  on a
          project-by-project  basis for  other specific  services rendered.
          This  agreement expires  on December  1, 2000.  John C. Pennie, the
          Vice-Chairman  of the Board of Directors of the Company, owns 50%
          of Windrush.

             As of August 31, 1997, the  Company sold Eco Environmental  and
          Environmental  Evolutions to Eurostar Interests Ltd. ("Eurostar")
          for  an  aggregate  of  $11.0   million  payable  in  a  one-year
          promissory note, which  was to  be collateralized by  all of  the
          capital stock of Eurostar.  

             Eurostar expects  to assign its  interest in Eco  Environmental
          and Environmental  Evolutions to UKStar (Canada) Inc. ("UKStar"),
          which,  in  turn,  expects  to  transfer  its  interest   in  Eco
          Environmental and Environmental Evolutions to Unistar Corporation
          ("Unistar"), a Canadian  company.  Windrush owns 6.66% of UKStar.
          Mr. Pennie, the Chairman and  Chief Executive Officer of Unistar,
          owns 50% of Windrush. 

             In February  1998,  Unistar paid  $603,000  to  the Company  for
          reimbursement of monies advanced by the Company for the operating
          expenses of  Eco Environmental and Environmental  Evolutions from
          September 30, 1997 to November 30, 1997.

             Unistar posted a guaranty bond in the amount of $3.0 million
          payable to the Company on June 30, 1998. 

             In March 1997, the Company entered into a three-year consulting
          contract with Mark White, Chairman of the Board of Directors at the
          time.  On May 7, 1997, a new slate of directors was elected by the 
          shareholders of the Company, and Mr. White's directorship terminated.
          The consideration for the three-year consulting contract of $500,000
          was paid in full in fiscal 1997.

          INDEBTEDNESS OF MANAGEMENT OR AFFILIATES OF MANAGEMENT


             During fiscal  1997, the  Company loaned $84,100 to  Michael E.
          McGinnis  for  the purpose  of  purchasing Common  Shares  of the
          Company  in the open market.  The loan increased his indebtedness
          to  the Company to  $630,057.  The  loan matures on  May 7, 1998,
          bears   interest  at  the  rate   of  10.0%  per   annum  and  is
          collateralized by the purchased shares.  The balance of the loan,
          including interest, as of March 13, 1998 is $630,057.

             In May 1997, the Company loaned  $305,000 at 8.5% interest  per
          annum to David L. Norris for the purchase of a home in connection
          with  his relocation  to the  Company's headquarters  in Houston,
          Texas.  The loan matures in May 1998 and is unsecured.  The balance
          of the loan, including interest, as of March 13, 1998 is $318,000.

              In June 1997, the Company loaned $60,105 to John C. Pennie.
          The loan matures in June 1998, bears interest at the rate of 8.5%
          per annum and is unsecured.  The balance of the loan, including
          interest, as of March 13, 1998 is $60,105.


                                       PART IV

          ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
             FORM 8-K.

          (a)     FINANCIAL STATEMENTS:

                  The following audited  consolidated financial  statements
                  of American Eco Corporation and subsidiaries are included
                  in Item 8:

                  Report of Independent Auditors

                  Consolidated Balance  Sheet as  of November  30, 1997 and
          1996

                  Consolidated Statement of Income for the years ended
                  November 30, 1997, 1996 and 1995

                  Consolidated Statement of Shareholders' Equity for the
                  years ended November 30, 1997, 1996 and 1995

                  Consolidated Statement  of Changes in Financial  Position
                  for the years ended November 30, 1997, 1996 and 1995

                  Notes to Consolidated Financial Statements

                  The following consolidated  financial statement schedules
                  of American Eco Corporation and subsidiaries are included
                  in Item 14(d):

                  All  schedules to  the consolidated  financial statements
                  required by Article 7  of Regulation S-X are not required
                  under  related instructions  or are  not applicable  and,
                  therefore, have been omitted.


          (b)     REPORTS ON FORM 8-K

                  Current Report on Form 8-K, dated February 20, 1998

          (c)     EXHIBITS

          3.1.1   Letters  Patent  (Certificate  of   Incorporation)  filed
                  February 6,  1969 (incorporated  by reference  to Exhibit
                  3.1.1 to  the Company registration statement  on Form 10,
                  dated September 19, 1990 [the "Form 10"]).

          3.1.2   Supplementary   Letters  Patent,  dated   June  26,  1970
                  (incorporated by  reference to Exhibit 3.1.2  to the Form
                  10).

          3.1.3   Articles of Amendment, filed June 16, 1975  (incorporated
                  by reference to Exhibit 3.1.3 to the Form 10).

          3.1.4   Articles of Amendment, filed June  23, 1978 (incorporated
                  by reference to Exhibit 3.1.4 to the Form 10).

          3.1.5   Articles of Amendment, filed  June 20, 1986 (incorporated
                  by reference to Exhibit 3.1.5 to the Form 10).

          3.1.6   Articles  of Amendment, filed June 17, 1987 (incorporated
                  by reference to Exhibit 3.1.6 to the Form 10).

          3.1.7   Articles of  Amendment,  certified on  November 19,  1993
                  (incorporated by  reference 3.1.7  to the  Company's Form
                  10-K for  the fiscal  year ended November  30, 1996  [the
                  "1996 Form 10-K"]).

          3.1.8   Articles  of  Amendment,   certified  on  May  27,   1997
                  (incorporated  by   reference  to  Exhibit  3.1   to  the
                  Company's Form  10-Q for the  quarter ended May  31, 1997
                  [the "May 1997 Form 10-Q"]).

          3.2.1   By-Laws (incorporated by reference  to Exhibit 3.2 to the
                  Form 10.).

          3.2.2   By-Law Number 10 (incorporated by reference to Exhibit
                  3.2.2 to the 1996 Form 10-K).

          4.1     Share Option Plan  (incorporated by reference  to Exhibit
                  to Management Information Circular to  the Company's Form
                  6-K, dated September 27, 1995).

          4.2     Form of 9.5% Cumulative Convertible Debenture due January
                  24,  2007 (incorporated by reference  to Exhibit 2 to the
                  Company's Form 6-K, dated February 7, 1997).

          4.3     Form of 9.5%  Cumulative Convertible Debenture due  March
                  3, 2007  (incorporated by reference  to Exhibit 2  to the
                  Company's Form 6-K, dated March 14, 1997).

          4.4     Form of Stock Purchase Warrant (incorporated by reference
                  to Exhibit 3 to the Company's Form 6-K, dated February 7,
                  1997).

          4.5     Form of  Common Stock  Purchase Warrant expiring  May 29,
                  2002 (incorporated by reference to Exhibit 4.5 to the May
                  1997 Form 10-Q).

          10.1    Memorandum, dated  October 5,  1995, between  the Company
                  and  Windrush Corporation  (incorporated by  reference to
                  Exhibit 10.6 to the 1994 Form 20-F).

          10.2    Share  Exchange  Agreement,  dated  June  1, 1994,  among
                  Westlake Interests, Ltd., Cambridge, the Company and Marc
                  A. Sparks (incorporated by reference to Exhibit 10.7.1 to
                  the 1994 Form 20-F).

          10.3    Acquisition Agreement, dated  July 31, 1995, between  the
                  Company and Kenneth Hagan and Janet Hagan.  (incorporated
                  by reference to Exhibit 2.7.1 to the 1995 Form 20-F).

          10.4.1  Agreement  and Plan of Merger dated as of April 26, 1996,
                  among   the  Company  SRS   Acquisition  Corporation  and
                  Separation   and   Recovery    Systems,   Inc.    ("SRS")
                  (incorporated by reference to  Exhibit 10.4.1 to the 1996
                  Form 10-K).

          10.4.2  Business Loan  Agreement, dated  as of February  7, 1996,
                  between  Bank  of  America  National  Trust  and  Savings
                  Association ("BA") and SRS  (incorporated by reference to
                  Exhibit 10.4.2 to the 1996 Form 10-K).

          10.4.3  Amendment No.  1 to Business Loan Agreement,  dated as of
                  July  3,  1996,  between  SRS  and  BA  (incorporated  by
                  reference to Exhibit 10.4.3 to the 1996 Form 10-K).

          10.4.4  Continuing Guarantee,  dated as of July 3,  1996 from the
                  Company  to BA  (incorporated  by  reference  to  Exhibit
                  10.4.4 to the 1996 Form 10-K).

          10.4.5  Subordination Agreement,  dated July 3,  1996, among  the
                  Company, SRS and BA (incorporated by reference to Exhibit
                  10.4.5 to the 1996 Form 10-K).

          10.5    Acquisition Agreement, dated as  of May 31, 1996, between
                  the Company and United Eco Systems, Inc. (incorporated by
                  reference to Exhibit 10.5 to the 1996 Form 10-K).

          10.6.1  WCMA  Note,  Loan and  Security  Agreement,  dated as  of
                  August 23, 1996  between American Eco/SP  Corporation and
                  Merrill Lynch Business Financial Services, Inc. ("MLBFS")
                  (incorporated by reference to  Exhibit 10.6.1 to the 1996
                  Form 10-K).

          10.6.2  Security Agreement,  dated as of August  26, 1996 between
                  C.A.  Turner  Maintenance,  Inc. ("Turner")  and    MLBFS
                  (incorporated by reference to  Exhibit 10.6.2 to the 1996
                  Form 10-K). 

          10.6.3  Unconditional Guaranty,  dated as  of August 26,  1996 of
                  Turner in  favor of  MLBFS (incorporated by  reference to
                  Exhibit 10.6.3 to the 1996 Form 10-K).

          10.6.4  Unconditional Guaranty,  dated as  of August 26,  1996 of
                  American   Eco/SP   Corporation   in   favor   of   MLBFS
                  (incorporated by reference to  Exhibit 10.6.4 to the 1996
                  Form 10-K).

          10.7    Acquisition Agreement and  Plan of Reorganization,  dated
                  as  of January  1,  1996  between  Jim  Wright,  Mark  L.
                  Crawford and Aaron Fine (as shareholders of Environmental
                  Evolutions, Inc.)  and the Company, as  amended March 15,
                  1996 (incorporated  by reference  to Exhibit 10.7  to the
                  1996 Form 10-K).

          10.8.1  Agreement, dated  April 9,  1996 between the  Company and
                  Wayne  E. Shaw, and as  amended on April  17, 1996, April
                  18, 1996, May 23, 1996 and June 12, 1996 (incorporated by
                  reference  to  Exhibit 1  to  the  Company's Registration
                  Statement on Form F-8).

          10.8.2  Arrangement  Agreement,  dated  November 13, 1996,  among
                  Industra Service  Corporation, 519742 B.C.  Ltd. and  the
                  Company (incorporated  by reference to Exhibit  10.8.2 to
                  the 1996 Form 10-K).

          10.9.1  Agreement and  Plan of Merger, dated as  of September 10,
                  1996,  among  the  Company,  Sub  Acquisition  Corp.  and
                  Chempower, Inc. ("Chempower") (incorporated  by reference
                  to Exhibit 10.9.1 to the 1996 Form 10-K).

          10.9.2  Financing Agreement, dated February  28, 1997, among  the
                  Company, Chempower, Toomas J.  Kukk and Mark L. Rochester
                  (incorporated by reference to  Exhibit 10.9.2 to the 1996
                  Form 10-K).

          10.9.3  Letter  Agreement, dated  February 28, 1997,  between the
                  Company  and  Toomas  J.  Kukk, as  agent  (the  "Agent")
                  (incorporated by reference to  Exhibit 10.9.3 to the 1996
                  Form 10-K).

          10.9.4  Guaranty,  dated February  28,  1997, by  the Company  in
                  favor of the Agent  (incorporated by reference to Exhibit
                  10.9.4 to the 1996 Form 10-K).

          10.9.5  Pledge Agreement,  dated February  28, 1997, between  the
                  Company  and  the  Agent  (incorporated  by reference  to
                  Exhibit 10.9.5 to the 1996 Form 10-K).

          10.9.6  Security Agreement, dated February  28, 1997, between the
                  Company and  the  Agent  (incorporated  by  reference  to
                  Exhibit 10.9.6 to the 1996 Form 10-K).

          10.9.7  Loan  Agreement, dated  as of February  28, 1997,  by and
                  between Chempower,  Inc. and First National  Bank of Ohio
                  ("FNBO") (incorporated by reference to Exhibit 10.9.7  to
                  the 1996 Form 10-K).

          10.9.8  Promissory Note, dated February 28, 1997, of Chempower in
                  favor of the Agent  (incorporated by reference to Exhibit
                  10.9.8 to the 1996 Form 10-K).  

          10.9.9  Purchase  Agreement,  dated  as  of  February  28,  1997,
                  between  Chempower  and  Holiday  Properties  ("Holiday")
                  (incorporated by reference to  Exhibit 10.9.9 to the 1996
                  Form 10-K). 

          10.9.10 Commercial Guaranty,  dated  February 28,  1997,  by  the
                  Company in  favor of  FNBO (incorporated by  reference to
                  Exhibit 10.9.10 to the 1996 Form 10-K).

          10.9.11 Promissory Note, dated February 28, 1997, of Chempower in
                  favor  of  FNBO  (incorporated  by reference  to  Exhibit
                  10.9.11 to the 1996 Form 10-K).

          10.9.12 Subordination Agreement,  dated as of February  28, 1997,
                  among Chempower, FNBO, Thomas  J. Kukk, Mark L. Rochester
                  and  the  Agent  (incorporated by  reference  to  Exhibit
                  10.9.12 to the 1996 Form 10-K). 

          10.9.13 Commercial Security  Agreement, dated as of  February 28,
                  1997,  between   Chempower  and  FNBO   (incorporated  by
                  reference to Exhibit 10.9.13 to the 1996 Form 10-K).

          10.10   Acquisition  Agreement,  dated  as  of August  31,  1997,
                  between  the   Company   and  Eurostar   Interests   Ltd.
                  (incorporated  by  reference  to  Exhibit  10.1   to  the
                  Company's  Form 10-Q  for  the quarter  ended August  31,
                  1997).

          10.11   Lease, dated  as of August  15, 1996, between 11011 Jones
                  Road Joint Venture Group and the Company (incorporated by
                  reference to Exhibit 10.11 to the 1996 Form 10-K).

          10.12.1 Employment Agreement, dated December 1, 1995, between the
                  Company  and Michael E. McGinnis,  as amended May 1, 1996
                  (incorporated by reference to Exhibit 10.12.1 to the 1996
                  Form 10-K).

        * 10.12.2 Employment Agreement,  effective as  of January 1,  1998,
                  between  the Company and Bruce Tobecksen.

          10.12.3 Employment  Agreement, effective  as of  August 1,  1996,
                  between the Company and  David L. Norris (incorporated by
                  reference to Exhibit 10.12.3 to the 1996 Form 10-K).

          10.13.1 Credit  and Guaranty  Agreement, dated  as of  August 22,
                  1997, among American Eco  Funding Corp., as Borrower, the
                  Company,  as   Parent  Guarantor,  and   Union  Bank   of
                  California,  N.A.  as   Agent  ("Union  Bank")   (without
                  schedules  or  exhibits)  (incorporated by  reference  to
                  Exhibit  10.1.1 to the Company's Form 8-K for an event of
                  August 29, 1997 [the "August 1997 Form 8-K"]).

          10.13.2 $52.5 million Term Note, dated August 29, 1997, issued by
                  American Eco Funding Corp. (incorporated by reference  to
                  Exhibit 10.1.2 to the August 1997 Form 8-K").

          10.13.3 $12.0  million  Revolving Note,  dated  August  29, 1997,
                  issued  by American  Eco Funding  Corp.  (incorporated by
                  reference  to Exhibit 10.1.3  to the August  1997 Form 8-
                  K").

          10.13.4 Borrower Security Agreement, dated as of August 22, 1997,
                  by and between American Eco Funding Corp. and Union  Bank
                  (incorporated  by  reference  to  Exhibit 10.1.4  to  the
                  August 1997 Form 8-K"). 

          10.13.5 Parent Guarantor  Security Agreement, dated as  of August
                  22, 1997,  by  and between  the  Company and  Union  Bank
                  (incorporated  by  reference  to Exhibit  10.1.5  to  the
                  August 1997 Form 8-K").

          10.13.6 Parent  Guarantor Stock  Pledge  Agreement,  dated as  of
                  August  22, 1997,  by and  between the Company  and Union
                  Bank (incorporated by reference  to Exhibit 10.1.6 to the
                  August 1997 Form 8-K").

          10.13.7 Form of  Subsidiary Stock  Pledge Agreement, dated  as of
                  August  22, 1997,  by  and between  certain American  Eco
                  Corporation subsidiaries and  Union Bank (incorporated by
                  reference  to Exhibit 10.1.7  to the August  1997 Form 8-
                  K").

          10.13.8 Form of Limited Guaranty and Security Agreement, dated as
                  of August 22, 1997,  by and between certain  American Eco
                  Corporation subsidiaries and  Union Bank (incorporated by
                  reference  to Exhibit 10.1.8  to the August  1997 Form 8-
                  K").

          10.13.9 Form  of Unlimited Guaranty and Security Agreement, dated
                  as of August  22, 1997, by  and between certain  American
                  Corporation Eco subsidiaries and Union Bank (incorporated
                  by reference to Exhibit 10.1.9 to the August 1997 Form 8-
                  K").

          10.14.1 Letter of  Intent, dated  February 20, 1998,  between the
                  Company  and  Dominion   Bridge  Corporation   ("Dominion
                  Bridge") (incorporated by  reference to  Exhibit 10.1  to
                  the  Company's Form 8-K for an event of February 20, 1998
                  [the "February 1998 Form 8-K"]).

          10.14.2 Securities Purchase  Agreement, dated as  of February 20,
                  1998,   between   the   Company   and   Dominion   Bridge
                  (incorporated   by  reference  to  Exhibit  10.2  to  the
                  February 1998 Form 8-K"]).

          10.14.3 Warrant Agreement,  dated  February 20,  1998, issued  by
                  Dominion Bridge  (incorporated  by reference  to  Exhibit
                  10.3 to the February 1998 Form 8-K").

          10.14.4 Registration Rights Agreement,  dated as of  February 20,
                  1998,   between   the   Company   and   Dominion   Bridge
                  (incorporated  by   reference  to  Exhibit  10.4  to  the
                  February 1998 Form 8-K").

        * 10.15   Acquisition Agreement, dated as of September 1, 1997,
                  between the Company and Specialty Management Group, Inc.,
                  d.b.a./CCG.

        * 16      Letter  of   Karlins  Fuller  Arnold   &  Klodosky,  P.C.
                  regarding such account firm's resignation  as independent
                  auditors of the Company.

        * 21.   Subsidiaries of the Company.

        * 24.   Power of Attorney.

        * 27.   Financial Data Schedule.

          --------
          *Filed herewith

          (d)     FINANCIAL STATEMENT SCHEDULES

                  The   financial   statement    schedules   required    by
                  Regulation S-K are incorporated by reference to Item 14(a).

                                      SIGNATURES

                  Pursuant to  the requirements of  Section 13 or  15(d) of
          the Securities Exchange  Act of 1934, the  registrant duly caused
          this  report to  be  signed on  its  behalf by  the  undersigned,
          thereunto duly authorized.




                                             AMERICAN ECO CORPORATION


          Dated:  March 16, 1998             By:/s/  Michael  E.   McGinnis
                                                ---------------------------
          -
                                                  Michael E. McGinnis,
                                                  President and Chief
                                                  Executive Officer

               Pursuant to the requirements  of the Securities Exchange Act
          of  1934,  this report  has been  signed  below by  the following
          persons on behalf of the registrant  and in the capacities and on
          the dates indicated.

                  Signature                         Title      Date
                  ---------                         -----      ----


          /s/ Michael E. McGinnis   Chairman of the
          ----------------------    Board, President,
          Michael E. McGinnis       Chief Executive       March 16, 1998

          /s/ John C. Pennie* 
          ----------------------    Vice-Chairman of the
          John C. Pennie            Board of Directors    March 16, 1998

          /s/ David L. Norris       Senior Vice President
          ----------------------    and Chief Financial
          David L. Norris           Officer               March 16, 1998

          /s/ Barry Cracower*
          ----------------------
          Barry Cracower            Director              March 16, 1998

          /s/ William A. Dimma*
          ----------------------
          William A. Dimma          Director              March 16, 1998

          /s/ Hon. Donald R. Getty
          ------------------------
          Hon. Donald R. Getty      Director              March 16, 1998

          /s/ Francis J. Sorg, Jr.*
          -------------------------
          Francis J. Sorg, Jr.      Director              March 16, 1998



          *   By    /s/ David L. Norris    
                    -----------------------
                    David L. Norris
                    Attorney-in-Fact

                                  INDEX TO EXHIBITS

          Exhibit Number               Document
          --------------               --------

          *   10.12.2    Employment Agreement, effective as of January 1, 1996,
                         between  the Company and Bruce Tobecksen.

          *   10.15      Acquisition Agreement, dated as of September 1, 1997,
                         between the Company and Specialty Management Group, 
                         Inc., d.b.a./CCG.

          *   16         Letter of Karlins Fuller  Arnold & Klodosky,  P.C.
                         regarding  such  accounting  firm's resignation as
                         independent auditors of the Company.

          *   21.        Subsidiaries of the Company.

          *   24.        Power of Attorney.

          *   27.        Financial Data Schedule.


          ----------
          *Filed herewith