EXHIBIT 10.55 MANAGEMENT INCENTIVE PLAN


                             AMERICAN ECOLOGY CORPORATION
                             ----------------------------

                              MANAGEMENT INCENTIVE PLAN
                              -------------------------

     1.   ESTABLISHMENT,  PURPOSE  AND  DURATION.  The  American  Ecology
Corporation  Management  Incentive  Plan  (the  "Plan") is hereby established by
American  Ecology  Corporation  (the  "Company").  The purpose of the Plan is to
promote  the  success and enhance the value of the Company by providing selected
executive  officers  with  the  opportunity  to  participate in the creation and
sustaining  of  significant shareholder value over an extended period and to set
annual  compensation  of such officers at levels commensurate with the Company's
size,  locale  and  such officers' duties.  The Plan is adopted, effective as of
January  1,  2003 (the "Effective Date"), and shall remain in effect, subject to
the  right  of  the  Board of Directors of the Company (the "Board") to amend or
terminate  the  Plan  at  any  time.

     2.   ADMINISTRATION.  The  Plan  shall  be administered by the Compensation
Committee  of  the Board, or such other committee designated by the Board, or in
the  absence  of  such Committee, by the full Board (the Committee, or the Board
acting  in  the  absence  of  a  Committee shall hereafter be referred to as the
"Committee").

     3.   ELIGIBILITY.  Only  those  executive  officers  designated  by  the
Committee  shall  participate  in this Plan and shall be a "Participant" in this
Plan.  References  herein  to  an  "executive officer" shall refer to only those
executive  officers  who  have been selected for participation in the Plan.  The
Committee  will  provide  each  Participant  with  an  agreement evidencing such
Participant's  share of the incentive opportunity bonus pool (the "Participation
Agreement").

     4.   AWARDS.

          (a)     The Company has targeted generation of at least $12 million of
annual,  pre-tax  operating  income  by  2005  and in each year thereafter.  For
purposes  of  computing  any amounts funded or paid hereunder, pre-tax operating
income shall be determined in the same manner used in the Company's planning and
budgeting  process,  and shall include expenses related to amounts payable under
this  Plan.

          (b)     In  the  event  the Company achieves in the 2003, 2004 or 2005
fiscal  years  annual  pre-tax  operating  income  of  at least $12 million (the
"Income  Goal"),  the  Company  will establish a $3.375 million bonus pool.  The
fiscal  year  in which such Income Goal is achieved is referred to herein as the
"Attainment  Year".  In  the  event  the  Income  Goal  is not achieved, but the
Company's  annual,  pre-tax  operating  income is at least $9.0 million in 2005,
then  the  bonus  pool will be established at $1.6875 million (50% for achieving
75%  of  the  Income  Goal),  and will be increased on a straight line basis for
pre-tax, operating income above $9.0 million up to the $12 million target.  Such
income level between $9.0 million and $12.0 million shall become the Income Goal
for  subsequent  years,  and  2005  shall  be  the  Attainment  Year.  Upon  the


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Company's  establishment  of the bonus pool as set forth above, each Participant
shall  be eligible to receive the portion of such bonus pool allocated to him by
the  Committee.

          (c)     In  order  to  assure  that  the Income Goal is sustainable in
future  years, the bonus pool (and all resulting bonus payments to Participants)
will  be  paid  in  three  substantially  equal  installments, the first payable
promptly  upon  availability  of  audited  annual  financial  results  for  the
Attainment Year; the second payable promptly upon availability of audited annual
financial  results for the fiscal year immediately following the Attainment Year
if  the  Income  Goal  is  achieved in the fiscal year immediately following the
Attainment  Year; and the remainder promptly upon availability of audited annual
financial  results  for  the  second  fiscal  year  immediately  following  the
Attainment  Year,  if  the  Income  Goal  is  achieved in the second fiscal year
immediately  following the Attainment Year.  In the event the Income Goal is not
achieved  in  the  first  fiscal year following the Attainment Year, that year's
portion  of  the  bonus  pool  (and  all  resulting  bonus  payments  for  all
Participants)  will  not  be  paid,  but will be carried forward and paid in the
subsequent  year,  if the Company's aggregate, two-year pre-tax operating income
at  the end of the second year following the Attainment Year is at least 200% of
the  Income  Goal  applicable  for such second year.  In the event the Company's
aggregate,  two-year  pre-tax  operating  income  at  the end of the second year
exceeds $18.0 million but is not at least 200% of the Income Goal applicable for
such  second  year,  the portion of the balance remaining in the bonus pool that
will  be paid out for such second year will be computed on a straight line basis
(with $18 million being zero percent) for aggregate, two-year pre-tax, operating
income above $18.0 million up to the amount which equals 200% of the Income Goal
applicable  for  such  second  year.

     5.   PAYOUTS.  All  awards  shall  be  paid  in  cash,  unless  payment  is
deferred  at  the election of the Participant under a deferred compensation plan
then  maintained  by  the  Company.

     6.   TERMINATION.

          (a)     Except  as  provided  in the remainder of this Section 6(a), a
Participant  must  be employed by the Company on the date of payment in order to
be  entitled to such payment.  If a Participant's employment terminates prior to
the  end  of the Attainment Year due to death, disability, or termination by the
Company  without  Cause  (as  defined  in Paragraph 6(b)), or termination by the
Participant with Good Reason (as defined in Paragraph 6(c)) then the Participant
will  share  in any subsequent bonus pool payouts.  The share will be determined
based  on  the  number of full and partial months elapsed in the period from the
Effective  Date  to  the termination of such Participant's employment divided by
the  number of months from the Effective Date to the end of the Attainment Year.
For  example,  if such an employment termination occurs on December 31, 2004 and
2005  is  the  Attainment  Year,  the  Participant  (or his beneficiary) will be
entitled  to  receive  two-thirds of any payout he otherwise would have received
had  he  remained  employed.

          (b)     "Cause"  shall  mean,  with  respect  to  termination  of  a
Participant's employment, the occurrence of any one or more of the following, as
determined  by  the  Committee,  in  the  exercise  of good faith and reasonable
judgment:


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               (i)  In  the case where there is no employment, change in control
     or  similar  agreement in effect between the Participant and the Company at
     the  time  of the grant of the bonus opportunity, or where there is such an
     agreement but the agreement does not define "cause" (or similar words) or a
     "cause"  termination  would  not  be permitted under such agreement at that
     time  because  other  conditions  were not satisfied, the termination of an
     employment  arrangement  by  reason of a determination by two-thirds of the
     members  of  the Board voting that such Participant: has engaged in willful
     neglect  (other  than neglect resulting from his incapacity due to physical
     or  mental  illness) or misconduct; has engaged in conduct the consequences
     of  which  are  materially adverse to the Company, monetarily or otherwise;
     has  materially  breached the terms of any employment, change in control or
     similar  agreement  in  effect between the Participant and the Company, and
     such  breach  persisted  after  notice  thereof  from  the  Company  and  a
     reasonable  opportunity  to  cure;  or  has been convicted of (or has plead
     guilty  or  no  contest  to)  any felony other than a traffic violation; or

               (ii) In  the case where there is an employment, change in control
     or  similar  agreement in effect between the Participant and the Company at
     the  time  of  the  grant of the bonus opportunity that defines "cause" (or
     similar  words)  and  a  "cause"  termination would be permitted under such
     agreement  at  that time, the termination of an employment that is or would
     be  deemed  to  be  for  "cause"  (or  similar  words)  as  defined in such
     agreement.

          (c)     "Good  Reason"  shall  mean  the  occurrence  of  any  of  the
following  without  Participant's  prior  written consent during the term of his
employment  with the Company, which occurrence continues for ten (10) days after
written  notice  thereof  from  the  Participant  to  the  Company:

               (i)  In  the case where there is no employment, change in control
     or  similar  agreement in effect between the Participant and the Company at
     the  time  of the grant of the bonus opportunity, or where there is such an
     agreement,  but  the  agreement  does  not define "good reason" (or similar
     words)  or  a  "good  reason" termination would not be permitted under such
     agreement  at  that  time  because other conditions were not satisfied, the
     termination  of an employment arrangement by the Participant for any of the
     following  reason:

                    (1)  Any  material  adverse  change in Participant's status,
          title,  authorities  or  responsibilities  which represents a demotion
          from  such  status,  title,  authorities or responsibilities which are
          materially  inconsistent with his then current status, title, position
          or  work  responsibilities,  or  any  removal  of Participant from, or
          failure to appoint, elect, reappoint or reelect Participant to, any of
          his  positions,  except  in  connection  with  the  termination of his
          employment  with  or  without  Cause,  or  as a result of his death or
          disability, provided, however, that no change in title, authorities or
          responsibilities  customarily  attributable  solely  to  the  Company
          ceasing  to  be  a  publicly  traded corporation shall constitute Good
          Reason  hereunder;


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                    (2)  The exclusion of Participant in any incentive, bonus or
          other  compensation  plan  in  which Participant then participates in,
          unless  an equitable arrangement (embodied in an ongoing substitute or
          alternative  plan)  has  been  made  with  respect  to  the failure to
          continue  such  plan,  or  the  failure  by  the  Company  to continue
          Participant's  participation  therein,  or  any  action by the Company
          which would directly or indirectly materially reduce his participation
          therein  or  reward  opportunities thereunder; provided, however, that
          Participant  continues  to  meet all eligibility requirements thereof.
          Notwithstanding  the  foregoing, this provision shall not apply to the
          exclusion of Participant in any incentive, bonus or other compensation
          plan  in  which  Employee  then  participates  to the extent that such
          termination  is  required  by  law.

                    (3)  Any amendment, modification or termination of this Plan
          which materially and adversely affects Participant's rights hereunder.

                    (4)  The  failure  by  the Company to continue in effect any
          employee  benefit  plan  (including any medical, hospitalization, life
          insurance  or  disability  benefit  plan  in  which  Participant
          participates),  or any material fringe benefit or prerequisite enjoyed
          by  him  as  of  the  Effective  Date, unless an equitable arrangement
          (embodied  in an ongoing substitute or alternative plan) has been made
          with  respect  to the failure to continue such plan, or the failure by
          the  Company  to  continue Participant's participation therein, or any
          action  by  the  Company which would directly or indirectly materially
          reduce  his  participation therein or reward opportunities thereunder,
          or  the  failure  by  the Company to provide him with the then current
          benefits  to  which  he  is entitled under any employment agreement or
          otherwise;  provided,  however, that Participant continues to meet all
          eligibility  requirements thereof. Notwithstanding the foregoing, this
          provision  shall  not  apply  to  the  exclusion of Participant in any
          employee  benefit  plan  in which Participant then participates to the
          extent that such termination is required by law, or to such failure to
          continue  any  employee  benefit  plan  or  fringe  benefit,  or  the
          Participant's  participation  therein or reward opportunity thereunder
          if  such failure to continue such plan or benefit is applicable to the
          Company's  executive  officers  and/or  employees  generally.

                    (5)  Any  material breach by the Company of any provision of
          his  employment  agreement,  if  any;

                    (6)  The  failure  of  the  Company  to  obtain a reasonably
          satisfactory  agreement from any successor or assign of the Company to
          assume  and  agree  to  perform Participant's employment agreement, if
          any,  as  contemplated  in  such  employment  agreement;  or

                    (7)  termination by a Participant during the thirty (30)-day
          period  immediately following the first anniversary of the date of any
          Change  in  Control  (as  defined  herein)  of  the  Company.


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               (ii) In  the case where there is an employment, change in control
     or  similar  agreement in effect between the Participant and the Company at
     the  time  of the grant of the bonus opportunity that defines "good reason"
     (or similar words) and a "good reason" termination would be permitted under
     such  agreement  at  that  time,  the  termination  of an employment by the
     Participant  that is or would be deemed to be for "good reason" (or similar
     words)  as  defined  in  such  agreement.

     7.   CHANGE  IN  CONTROL.

          (a)     In  the  event of a Change in Control (as defined in Paragraph
7(b)), on or prior to December 31, 2005, the bonus pool will be established on a
pro  rata  basis based on the number of months elapsed in the performance period
divided  by 36, and each Participant shall receive the amount of such bonus pool
allocated to him within 30 days after the closing of the transaction giving rise
to  such Change in Control.  The proration will be based on the actual, trailing
twelve months' pre-tax operating income divided by $12 million.  For example, if
the  Change  in  Control  occurs  in 2003 and the trailing twelve months pre-tax
operating income is $6 million, then the bonus pool will be established at a 50%
level.  In  the  event  of a Change in Control after December 31, 2005, then any
unpaid  bonus pool shall be paid out in full within 30 days after the closing of
the  transaction  giving  rise  to  such  Change  in  Control.

          (b)     "Change  in  Control"  shall  mean:

               (i)  the consummation of a merger or consolidation of the Company
     with  or into another entity or any other corporate reorganization, if more
     than  50%  of  the  combined  voting  power  of the continuing or surviving
     entity's  securities  outstanding  immediately  after  such  merger,
     consolidation  or  other  reorganization  is  owned by persons who were not
     stockholders of the Company immediately prior to such merger, consolidation
     or  other  reorganization; provided, however, that a public offering of the
     Company's securities shall not constitute a corporate reorganization;

               (ii) the  sale,  transfer,  or  other  disposition  of  all  or
     substantially all of the Company's assets;

               (iii)  a  change  in the composition of the Board, as a result of
     which  fewer  than  50% of the incumbent directors are directors who either
     (x)  had  been  directors of the Company on the date 24 months prior to the
     date  of  the  event that may constitute a Change in Control (the "original
     directors")  or  (y)  were elected, or nominated for election, to the Board
     with  the  affirmative votes of at least a majority of the aggregate of the
     original  directors who were still in office at the time of the election or
     nomination and the directors whose election or nomination was previously so
     approved;  or

               (iv) any  transaction  as  a  result  of  which any person is the
     "beneficial  owner"  (as  defined  in  Rule  13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company representing more than
     50% of the total voting power represented by the Company's then outstanding
     voting  securities.  For purposes of this Paragraph (iv), the term "person"
     shall have the same meaning as when used in sections 13(d) and 14(d) of the
     Exchange  Act,  but  shall  exclude  (x)  a  trustee  or  other  fiduciary


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     holding  securities under an employee benefit plan of the Company and (y) a
     corporation owned directly or indirectly by the stockholders of the Company
     in  substantially  the  same  proportions  as their ownership of the common
     stock  of  the  Company.

     Notwithstanding  the foregoing, a transaction shall not constitute a Change
in  Control  if  its  sole  purpose  is  to  change  the  state of the Company's
incorporation or to create a holding company that will be owned in substantially
the  same  proportions  by  the  persons  who  held  the  Company's  securities
immediately  before  such  transaction.

     8.     OTHER  PROVISIONS.  Bonus  opportunities  granted under the Plan may
also be subject to such other provisions (whether or not applicable to the bonus
opportunity granted to any other Participant) as the Committee determines on the
date  of  grant  to  be  appropriate, including, without limitation, making such
bonus  opportunity  contingent  upon  execution  by  such  Participant  of  a
Participation  Agreement  or similar agreement containing restrictive covenants,
in  addition  to such other provisions specifically provided for under the Plan.

     9.     AMENDMENT.  The  Plan  may be amended, modified or terminated by the
Board.

     10.     NO  RIGHT TO CONTINUED EMPLOYMENT.  A Participant's rights, if any,
to  continue  to  serve the Company as an officer, employee, or otherwise, shall
not be enlarged or otherwise affected by his or her designation as a Participant
under  the  Plan, and the Company reserves the right to terminate the employment
of  any  Participant  at  any  time.

     11.     NO RIGHT, TITLE, OR INTEREST IN COMPANY ASSETS.  Participants shall
have  no right, title, or interest whatsoever in or to any investments which the
Company  may  make to aid it in meeting its obligations under the Plan.  Nothing
contained  in  the  Plan,  and no action taken pursuant to its provisions, shall
create  or  be  construed  to  create  a  trust  of  any  kind,  or  a fiduciary
relationship  between  the  Company  and  any  Participant,  beneficiary,  legal
representative  or  any  other person.  To the extent that any person acquires a
right  to  receive payments from the Company under the Plan, such right shall be
no  greater than the right of an unsecured general creditor of the Company.  All
payments  to  be  made  hereunder  shall  be  paid from the general funds of the
Company  and no special or separate fund shall be established and no segregation
of  assets  shall  be made to assure payment of such amounts except as expressly
set  forth  in the Plan.  The Plan is not intended to be subject to the Employee
Retirement  Income  Security  Act  of  1974,  as  amended.

     12.     WITHHOLDING.  The  Company  shall  have  the power and the right to
deduct  or withhold, or require a Participant to remit to the Company, an amount
sufficient  to  satisfy  Federal,  state  and  local  taxes  (including  such
Participant's  FICA  obligations) required by law to be withheld with respect to
any  taxable  event  arising  as  a  result  of  the  Plan.

     13.     BENEFICIARIES.  The Committee shall establish such procedures as it
deems  appropriate for a Participant to designate a beneficiary or beneficiaries
to  whom  any amounts payable in the event of such Participant's death are to be
paid.

     14.     MISCELLANEOUS.  The  Plan  shall  inure  to  the  benefit of and be
binding  upon each successor and assign of the Company.  All obligations imposed
upon  a  Participant,  and all rights granted to the Company hereunder, shall be
binding  upon  such  Participant's  heirs, legal


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representatives  and  successors. The Plan and all awards made and actions taken
hereunder  shall be governed by and construed in accordance with the laws of the
State of Idaho (other than its provisions respecting choice of law).

     15.   DISPUTE  RESOLUTION.

          (a)     All disputes arising out of this Plan shall be resolved by the
following  alternative  dispute resolution process: (i) the Company shall seek a
fair  and  prompt negotiated resolution with any Participant; but if this is not
possible,  (ii) all disputes shall be resolved by binding arbitration; provided,
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that during this process, at the request of the Company or any Participant, made
not  later  than 60 days after the initial arbitration demand, the parties shall
attempt  to  resolve  any  dispute  by  non-binding,  third-party  intervention,
including  either  mediation  or  evaluation  or  both  but without delaying the
arbitration  hearing  date.  By  the  adoption  hereof  by  the  Company, and by
becoming a Participant in the Plan, both parties give up their right to have the
dispute  decided  in  court  by  a  judge  or  jury.

          (b)     Any controversy or claim arising out of or connected with this
Plan  shall be decided by arbitration.  In the event the parties cannot agree on
an arbitrator, then the arbitrator shall be selected by the administrator of the
American  Arbitration  Association  ("AAA") office in Salt Lake City, Utah.  The
arbitrator shall be an attorney with at least 15 years' experience in employment
law  in Idaho.  Boise, Idaho shall be the site of the arbitration.  All statutes
of  limitation,  which  would  otherwise  be  applicable,  shall  apply  to  any
arbitration  proceeding  hereunder.  Any  issue  about  whether a controversy or
claim  is  covered  by  this  Plan  shall  be  determined  by  the  arbitrator.

          (c)     The  arbitration  shall  be  conducted in accordance with this
Plan, using as appropriate the AAA Employment Dispute Resolution Rules in effect
on  the date hereof.  The arbitrator shall not be bound by the rules of evidence
or  of  civil  procedure,  but  rather  may  consider  such  writings  and  oral
presentations  as  reasonable  business people would use in the conduct of their
day-to-day  affairs, and may require both parties to submit some or all of their
respective  cases by written declaration or such other manner of presentation as
the arbitrator may determine to be appropriate.  The parties agree to limit live
testimony and cross-examination to the extent necessary to ensure a fair hearing
on  material  issues.

          (d)     The  arbitrator  shall  take such steps as may be necessary to
hold  a  private  hearing within 120 days of the initial request for arbitration
and  to  conclude  the  hearing  within  two  days; and the arbitrator's written
decision shall be made not later than 14 calendar days after the hearing.  These
time  limits  are included in order to expedite the proceeding, but they are not
jurisdictional,  and  the  arbitrator  may  for  good  cause  allow  reasonable
extensions  or  delays,  which shall not affect the validity of the award.  Both
written  discovery  and  depositions  shall  be  allowed.  The  extent  of  such
discovery  will  be  determined  by  the  Company  and  the  Participant and any
disagreements  concerning the scope and extent of discovery shall be resolved by
the  arbitrator.  The  written  decision  shall contain a brief statement of the
claim  (s)  determined and the award made on each claim.  In making the decision
and  award,  the  arbitrator  shall  apply  applicable  substantive  law.  The
arbitrator  may  award  injunctive  relief  or any other remedy available from a
judge,  including  consolidation  of  this  arbitration with any other involving
common  issues  of law or fact which may promote judicial economy, and may award


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attorneys'  fees and costs to the prevailing party, but shall not have the power
to  award  punitive  or  exemplary  damages.



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