U.S. SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C. 20549

                           FORM 10-KSB
Mark one
   X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED].
     
          For the fiscal year ended December 31, 1996

                               OR

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

           For the transition period from ____ to ____

               Commission file number: 33-34021-NY

                            EV ENVIRONMENTAL, INC.
         (Name of small business issuer in its charter)

      Delaware                               13-3555254
(State of Incorporation)      (IRS Employer Identification Number)

   1465 Post Road East, Westport, Ct.              06880
(Address of principal executive offices)          Zip Code

Issuer's telephone number(203) 256-9596

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

                                        Name of each exchange
  Title of each class                   on which registered

     None                          None
Securities registered pursuant to section 12(g) of the Act:

    Common Stock, par value $.01;  Series A Warrants;
                         (Title of class)

Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or 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 ___

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.
$14,028,000

The aggregate market value of the voting stock held by
nonaffiliates of the Registrant is $2,232,000 (as of April 14,
1997 based on the last transaction at $0.31 per share on the
NASDAQ Small-Cap Market).  As of March 31,1997, 7,746,621 shares
of the Registrant's Common Stock are outstanding.

<PAGE>

PART I, ITEM 1: BUSINESS DEVELOPMENT

      EV  Environmental, Inc. (the "Company") was incorporated  in
Delaware  in  1990 and is engaged in the manufacture, distribution
and  engineering  of products used to treat water and  wastewater.
The   Company's  background,  business  strategy,  operations  and
products,  as  well as its markets and competition  are  discussed
below.

      Acquisition  of  Business of Tenney Pavoni Associates,  Inc.
during 1994 - On December 7, 1994, in a transaction accounted  for
as  of  November  1,  1994  (the date of effective  control),  the
Company  completed  the  purchase  of  substantially  all  of  the
business  assets,  and assumed specific business  liabilities,  of
Tenney  Pavoni  Associates, Inc., an Indiana  corporation  ("TPA")
(the  "TPA  Acquisition").  TPA was a consulting engineering  firm
engaged in wastewater treatment design and the contract management
and   operation  of  wastewater  treatment  facilities  for  third
parties.   The  assets  were acquired by two newly-formed  wholly-
owned  subsidiaries of the Company, EV Engineering,  Inc.  and  EV
Contract    Management    Services,   Inc.    (collectively    the
"Subsidiaries").  The Company believes the acquisition will enable
the Company to enter two additional important wastewater treatment
markets,  the design of large municipal treatment plants  and  the
contract  management and operation of wastewater treatment  plants
for third parties.

      The  purchase price in connection with the TPA  Acquisition,
which  was  determined  by  arms-length  bargaining  between   the
parties, was approximately $2,607,000, $361,000 payable in monthly
installments of $16,700 commencing March 1, 1997, except that  the
first  installment  will be $10,000, plus the  assumption  of  net
liabilities  of  approximately $2,014,000.   Such  purchase  price
includes $314,000 in additional expenses and consideration paid in
1995.   At  the close of the TPA Acquisition, the Company  made  a
payment to TPA's lending bank, Society National Bank, Indiana (the
"Bank"), of approximately $750,000 in satisfaction of a portion of
the assumed liabilities.

BUSINESS STRATEGY

      The Company's business strategy is based on expansion of its
participation in the growing water and wastewater treatment market
in  the  United States and Canada. Estimates of the size  of  such
market  vary significantly.  The Company believes it  has  a  very
small market share.

<PAGE>
      The  Company  intends  to  pursue  a  business  strategy  of
expansion  through  the  growth  of  the  existing  business   and
introductions  of  new  products. The Company's  priority  in  its
business strategy is achieving consistently profitable operations.
Nevertheless,  the  Company intends to pursue those  opportunities
which,  in  management's opinion, will provide the best return  on
investment based on the opportunities available.

      The  Company  intends to expand its existing  businesses  by
focusing   the  sales  and  marketing  efforts  under   consistent
leadership,  stressing  its  product  differentiation  as  a  full
solutions  company,  and  continuing to  expand  its  presence  in
targeted industries.  The Company also believes that its increased
size  will enable it to pursue opportunities not available to  the
Company's  predecessors.  Additionally, management  believes  that
the  Company's previous acquisitions will increase its ability  to
penetrate  geographic  markets and provide enhanced  abilities  to
address industrial users' requirements.

      The  Company's  marketing strategy is to offer  to  targeted
industries  a full solutions approach to the customer's wastewater
discharge problems. Since such problems are similar throughout  an
industry, the Company has targeted certain industries which it has
penetrated  for  expansion of its customer base. Currently,  these
industries are food processing, pulp and paper, textiles, contract
operations of municipal treatment plants, and, on a regional basis
in  the Midwest, municipal wastewater engineering services.  Other
target   industries  will  be  added  as  the  Company  identifies
opportunities,  and will be addressed by developing  capabilities,
hiring key individuals, and adding to technologies with a presence
in a target industry.

       The   Company  believes  that  its  systems  and  operating
capabilities provide positive returns on investment  for  many  of
its  customers. Positive returns from using the Company's  systems
arise  a  number  of ways, including reductions in the  surcharges
which   customers  are  assessed  for  discharges  which  can   be
alleviated  by treatment; decrease in the use of energy;  decrease
in  chemical  and  maintenance  costs;  recovery  of  saleable  or
reusable  materials  from the waste stream;  and  providing  water
suitable  for  reuse  in the customer's processes.  As  freshwater
resources  are  stretched by growth in many regions,  the  Company
believes   that   reuse  of  wastewater  will  become   the   most
economically  viable source of additional water. In regions  where
freshwater  use is restricted, it is possible for  a  customer  to
expand  operations  by recycling wastewater or  alternatively,  to
sell  water rights to other users. Coupled with reduced  operating
costs  and sewage surcharges, investment in the Company's  systems
can be economically attractive.
                           2
<PAGE>

PRODUCTS AND SERVICES

      Although the Company's products are water treatment systems,
the  Company believes that its solutions-oriented service approach
to  its customers is a key factor in obtaining business.  In  many
instances,  the  Company is the single supplier for  the  complete
treatment  system.  In such situations, the  Company  is  able  to
control  all facets of the system, which minimizes the  customer's
burden of compliance with its discharge requirements.

      The  Company's  principal products are wastewater  treatment
systems  designed  to  meet customers' specific  treatment  needs.
These  systems  are varied in size (based upon the  volume  to  be
treated)  and  complexity  (based  upon  the  contaminants  to  be
treated).  In some instances, the Company sells components  rather
than  complete  systems, both to its competitors and  directly  to
customers or their consultants.

      The following is the approximate percentage contribution  to
sales  by  class of similar products and services for the  Company
for  each  of  the  last two years (all of the Company's  systems,
products  and services are considered by the Company to  be  of  a
single  class for the purification of water, and comprise a single
industry segment):
                                                  1996      1995
Treatment Systems                                  68%       61%
Engineering & Management Services                  32        39
                                                  100%      100%

      The  above  classifications have  been  made  based  on  the
Company's  primary products and services.  Treatment  systems,  in
most cases, employ more than one wastewater treatment methodology,
such as oil water separation, solids separation, and/or biological
treatment.  The increase in engineering and management services is
the  result of inclusion of those operations for the entire period
in  the  current year.  The Company intends to aggressively pursue
sales in  the above classes of treatment in the future.

MARKETS AND COMPETITION

      The  Company's markets in both the United States and  Canada
are  driven  by environmental forces, such as increased  awareness
and  cost  of  polluted  discharges and  enforcement  and  funding
programs of federal, state and local governments.

                                  3
<PAGE>

      Federal  government deficits have decreased  the  amount  of
funding available to local sewage treatment authorities to  expand
existing   treatment  facilities.  Because  many  facilities   are
operating at or near capacity,  local governments have been forced
to  enforce  wastewater  discharge  requirements  as  a  means  of
reducing the volume to be treated by their facilities. The  result
is  that  most  industries  with significant  waste  streams  must
install or improve their own pretreatment facilities to reduce the
amount  of  wastes discharged. Management of the  Company  expects
this  trend to continue as the phase-in requirements for the level
of  treatment of wastes become more stringent in both the U.S. and
Canada.

      Management  of  the Company believes additional  impetus  to
reduce  the  contaminant  level of waste  streams  will  occur  in
localities where ample freshwater is not available. Treated  water
from  the  discharge  stream can be reused  to  reduce  freshwater
requirements.  For  example,  the Company  installed  a  treatment
system  for  a  food processor in Kentucky so that the  wastewater
from the Company's processes could be reused.

      Historically, the principal source of new business  for  the
Company  is  referrals from customers that have had the  Company's
systems  successfully installed to prospective  customers  in  the
same  industry. Due to this, the Company has adopted  an  industry
approach to developing new sales by first developing a presence in
an industry and then seeking to expand that presence.

      The  Company's  marketing  efforts  are  aimed  at  reaching
targeted  groups  of  buyers and supporters of  certain  types  of
environmental  solutions.  Advertising is  primarily  utilized  in
trade   journals   targeted  to  plant  engineers,   environmental
engineers and managers and waste treatment facility managers.  The
Company also participates in trade shows and exhibitions. Targeted
direct  mail  campaigns are utilized to keep  potential  customers
abreast  of the Company's capabilities.  Leads generated by  these
activities  are  passed  to independent sales  representatives  or
handled directly.

<PAGE>                          4 

      Sales  activities are principally conducted through a  sales
force  of  commissioned  independent representatives.  In  certain
situations,  top  management is directly  involved  in  the  sales
effort.  The  Company  has  approximately  19  independent   sales
representatives  in  the  United States; in  Canada,  the  Company
markets  through 7 commissioned independent representatives  while
there  are an additional 4 representatives in other parts  of  the
world.  These commissioned representatives are either  independent
salespeople  or  small  sales organizations.  The  Company  has  a
standard  representative agreement which  is  executed  with  each
representative,  which  agreement  provides  for  cancellation  by
either  party on 30 days notice (which is the industry  standard).
In  all cases, these representatives also sell products for  other
suppliers, generally in the water or wastewater industries,  which
provide  the  representatives a broad line to  sell.  The  Company
attempts  to select representatives who do not represent competing
lines,  although  this  is not always possible.  In  large  system
sales,  Company  employees have significant participation  in  the
sales  efforts,  as  the  sales  process  frequently  exceeds  the
representative's technical expertise. Because of the  above,  even
though sales by a particular representative may be significant  in
any given period, the Company does not believe such agreements  to
be  material, and the loss of any single representative would  not
have a material adverse effect on the Company.

      The  Company  has active representation in  Southeast  Asia,
Mexico,  Egypt  and Israel, and has current projects  in  each  of
those  areas.  The  Company also has occasional sales  in  Europe;
however,  because of the more developed nature of that market  and
greater  competition, the Company has not stressed European  sales
to  the  same extent as in developing countries. All export  sales
are arranged with letter-of-credit financing.

      The  Company and its predecessors have experienced a  steady
growth  in  export sales as environmental concerns have  increased
worldwide.  Such sales were approximately $4,100,000 in  1996  and
$1,685,000 in 1995.  In 1996 export sales were $2,000,000 from the
United  States  and $2,100,000 from Canada.  The export  sales  in
1996 were comprised of approximately 48% to South America, 31%  to
Mexico and 15% to Indonesia.  In 1995 export sales were $1,483,000
from the United States and $202,000 from Canada.  The export sales
in  1995  were  comprised of approximately 32% to Brazil,  20%  to
Argentina,  20%  to  South  Africa,  and  28%  to  various   other
countries.   During 1994, export sales were approximately  17%  to
Russia,  71% to China and 12% to various other countries.  Amounts
attributable to foreign sales included in the Company's backlog at
December 31, 1996 included $1,000,000 to Columbia and $500,000  to
Thailand.   For  additional  information  regarding  international
operations,  see Note 10 to the consolidated financial  statements
of EV Environmental, Inc.
                                  5
<PAGE>
     The Company has experienced a seasonal weakness in the market
in  the  first  calendar  quarter.  Management  believes  this  is
attributable to two causes: (1) the Company's systems are  capital
assets  of  its  customers,  and the  first  calendar  quarter  is
generally  the  period when the Company commences  the  design  of
systems   after  approval  of  the  expenditure,   and   (2)   the
installation of some systems is hampered by cold weather.

     The Company has numerous competitors, many with substantially
more  resources  than  the Company. Management  believes  that  no
single  competitor,  however,  has  a  dominant  market  position.
Management   believes  that  the  Company  is  able   to   compete
successfully  on  the basis of product efficacy, reliability,  and
service  to  customers.  Although price is  a  consideration,  the
Company  believes  that  the  above mentioned  areas  are  equally
important in the buying decision.

      Treatment systems customers vary significantly from year  to
year  based  on  the  expansion activity of  wastewater  treatment
facilities.  Repeat sales have not been significant, although  the
Company  endeavors  to generate repeat sales from  customers  with
multiple  locations.  No single customer represents in  excess  of
10%  of  the  Company's sales on an ongoing  basis,  although  two
customers   each  represented  approximately  15%   and   13%   of
consolidated revenues in 1996 from treatment systems revenues.

      Engineering and management services customers are ongoing in
nature.   Generally, engineering services are provided  on  a  one
year  contractual agreement with their customers.   In  1996,  one
customer   represented  13%  of  the  Company's  combined   sales.
Management   services  are  provided  on  contractual  agreements,
generally  ranging from one to three years.  In  1995,  no  single
customer  represented in excess of 10% of the  Company's  combined
sales.

       The  Company's  research  and  development  activities  are
primarily internal engineering to develop enhancements to existing
technologies.   The  costs  associated  with  developing   similar
enhancements for specific customer applications, which, because of
the  unique  characteristics  of  each  customer  application  are
present   in  many  systems,  are  not  considered  research   and
development.  Because much of the costs of designing the Company's
VDR  system (see "Operations") was included in job related  costs,
it  is  not  practicable to isolate the total cost of the  effort.
Management  believes that specific research and development  costs
were less than $50,000 in each of the last two years.

                                 6
<PAGE>

OPERATIONS

      The  Company's  operations prior to the acquisition  of  TPA
consisted  primarily  of  designing  treatment  systems  for   its
customers' aqueous flows, managing the manufacture of the  related
hardware  (through contract manufacturers) and in  many  instances
managing  the  installation of the systems  and  the  training  of
personnel at customers' locations. All such services are  included
in  the contract price of the equipment or system to the customer.
The  Company's  systems  are  also utilized  within  manufacturing
customers'   internal  resource  recovery  and   process   control
operations.   As a result of the TPA acquisition the  Company  now
provides    consulting   engineering   services   (primarily    to
municipalities in Kentucky and Indiana) and the contract operation
of  wastewater  treatment facilities for both public  and  private
sector clients.

     During 1995, the Company decided to reorganize its operations
along market and product lines, rather than along the lines of the
former  autonomous  operating entities  that  had  been  acquired.
Three  distinct  markets were identified that the Company  served:
wastewater  systems, contract operations of treatment  facilities,
and  consulting engineering.  The wastewater systems  markets  are
serviced by the first three acquisitions made by the Company  from
inception  through 1993.  The contract operations  and  consulting
engineering markets are served by the acquired operations of  TPA,
which  are  organized  and managed from Louisville,  Kentucky  and
South Bend, Indiana, respectively.

      In reorganizing the wastewater systems business, the Company
changed   from  being  geographically  independent  and  operating
autonomously  to  being functionally driven as  described  in  the
preceding  paragraph.   Separate sales and marketing,  engineering
and production, and finance and administration personnel report to
the  functional executives.  Due to the base of engineering talent
in  the  Louisville, Kentucky location, engineering and production
in the systems operations have been concentrated in that location,
along  with  the  financial department, with  the  elimination  of
redundancies  in  the  engineering  operations  at  the  Florence,
Kentucky,  Burlington,  Ontario and Irvine, California  locations.
The  Company believes that organization will enable it to  respond
more  quickly  to  market  changes and  significantly  reduce  its
overall cost of doing business.

      As a result of this centralization activity, the Company has
significantly  reduced  the  size  and  scope  of   its   Canadian
subsidiary.   The  office  census  was  reduced,  management   was
changed, the extensive use of pilot plants in the marketing effort
                                 7
<PAGE>

curtailed,   certain  products  of  other  suppliers  dropped   or
exclusive  rights relinquished, and engineering  for  this  market
supplied  from other locations.  As a result, goodwill related  to
this  acquisition of $673,000 (net) was deemed to  be  permanently
impaired and was written off in the fourth quarter, along with  an
investment in pilot plant equipment of having a net book value  of
approximately $509,000.


      To  reduce  operating cash needs, the  Company  continued  a
freeze  on  capital additions and new hires during  the  year  and
reduced  its  payroll  through a series of terminations  which  is
expected  to  reduce  overall  expenses  by  over  $300,000,   and
centralized  accounting and cash management. The Company  believes
that its has reduced its expense level over the past two years, on
an  annualized basis, in excess of $1,000,000. The Company intends
to  add  new employees to meet expected sales growth in 1997  when
actual sales are awarded.

      Essentially  all of the Company's systems and  products  are
designed  internally.  The  designs of the  products  were  either
developed  internally  or  purchased. There  is  some  patent  and
copyright  protection, although the Company does not believe  this
protection to be material to its competitive situation other  than
the   new   patent  application  discussed  below.  The  Company's
proprietary patents do not give the Company exclusive use  of  any
of  these  technologies,  but  rather protect  certain  mechanical
enhancements which reduce maintenance and power usage, and provide
the  ability to adjust to the changing effluents. There  are  many
technologies  available in the public domain for the treatment  of
the  waste  flows  which  the  Company addresses.  Most  treatment
systems  employ  several different technologies  in  reaching  the
desired  discharge level. The Company has the ability to:  provide
appropriate  analysis of  customers' wastewater problems,  combine
technologies to efficiently treat the waste, provide a system with
ease  of  operation  and relatively low maintenance,  and  provide
flexibility  in the system to enable the customer to  more  easily
deal with changing effluents.

      The  Company  currently  has  a patent  application  pending
(submitted  in early 1995) for a proprietary biological  treatment
system  (the  Variable  Depth  Reactor  or  "VDR").   The  Company
currently  has  several installations using this  technology,  and
believes  it  is a significant improvement over prior  methods  of
utilizing  aerobic biological treatment.  The principle advantages
are  ease  of  operation,  lower energy and  chemical  costs,  and
reduced initial capital costs.

      The Company's products are manufactured by contract vendors,
primarily  metal working concerns. Raw materials are purchased  by
the  vendors  to  Company specifications and  are  billed  to  the
Company  as  part  of  the manufacturing costs,  principally  upon
shipment by the vendors. There are numerous sources for the  parts
and  materials used in the Company's products, as well as numerous
contract  fabricators  to produce the products.  During  the  year
ended December 31, 1995 purchases from Marcon Custom Metals,  Inc.
accounted  for 3% of costs of sales.  In 1995 and 1996,  purchases
from  Water Services, Inc. accounted for 5% of the costs of sales,
and  in  1996, K&S Steel Fabricators and Yardney Water  Management
Systems  each accounted for 4% of costs of sales.  None  of  these
suppliers  are  the  sole  source for the products  they  provide.

                                 8
<PAGE>

Purchase  orders  for  the supply of the  Company's  products  are
negotiated  on  a job-by-job basis, generally by competitive  bid.
There  are  no general supply contracts with any of the  Company's
vendors. Since there are many potential sources of supply, none of
the  relationships with such vendors are material and the loss  of
any single such vendor would not have a material adverse effect on
the  Company.   Shipments are made to the Company's warehouses  or
drop  shipped to the customer. In many instances, component  parts
are  shipped to the Company for final assembly and testing  before
shipment to customers.

      Company  personnel  perform all functions  described  above,
other than the actual metal-working required in the fabrication of
products,   and  occasional  construction  functions,  which   are
subcontracted to the appropriate craft.

      The  Company maintains an inventory of replacement parts  to
fill  recurring  and  immediate  customer  needs.  This  inventory
generally does not require a significant financial investment.

      The  businesses of water treatment and wastewater  treatment
have  substantially benefited from federal, state, provincial  and
local  regulation of environmental and water quality matters.  The
two  principal  United States federal statutes which substantially
affect  the Company's business are the Revised Clean Water Act  of
1987  and the Revised Safe Drinking Water Act of 1980. Many states
and  provinces regulate and enforce water and wastewater treatment
as  well. These regulatory and enforcement efforts have created  a
strong  demand for the Company's products. Continued  promulgation
and enforcement of similar regulations, or the failure to adopt or
enforce such regulations, could have a significant impact  on  the
demand for the Company's products and services.

     The Company does not generate, haul or dispose of wastes, and
is   therefore   not  subject  to  regulations   regarding   those
activities.

      Government agencies frequently require permits to be  issued
for  the Company's projects to proceed toward completion.  Permits
fall into two general categories, namely construction permits  and
wastewater discharge permits.  The former seldom, if ever,  become
an  issue  with  regard to the Company's ability to  proceed  with
contract   completion.   The  wastewater  discharge  permits   are
generally   administered  by  individual  state   departments   of
environmental   protection.    When  customers   expand   existing
production  facilities  or change their discharge  from  a  public
sewer  to a waterway, permits are scrutinized extensively by state
agencies, which can delay the customer's installation.
                                  9
<PAGE>

      Where  the  customer is upgrading an installed  pretreatment
facility or installing a pretreatment facility for a waste  stream
that  already discharges into an existing sewer, obtaining permits
is  not  generally an issue.  Because the Company's customers  are
usually   under  pressure  from  regulatory  agencies  to   reduce
discharges, the threat of withdrawal of existing discharge permits
has a generally positive impact on the Company's operations.

BACKLOG

      The  Company  had a backlog of approximately  $9,400,000  at
December  31,  1996  as  compared to approximately  $9,000,000  at
December  31,  1995.   The backlog at the end  of  1995  has  been
reduced  by $2,300,000 from previously reported amounts due  to  a
contract  cancellation.  The backlog is comprised of approximately
49%  and  46% representing the treatment business and 51% and  54%
representing  engineering and management services  for  the  years
ending  December 31, 1996 and 1995, respectively.   The  treatment
business  backlog  represents firm purchase orders  and  proposals
accepted by customers for which purchase orders will not be issued
until  engineering  designs have been accepted.  This  backlog  is
generally  shipped within a six month period following receipt  of
order.   The Company's backlog as of  any particular date may  not
be  indicative of backlog as of any subsequent date and  may  vary
considerably from time to time depending upon the volume and  size
of   orders  and  changes  in  delivery  schedules.   The  Company
anticipates  that  approximately 88% of the 1996  backlog  amounts
will  be  realized  during the year ended  December  31,  1997  as
compared to approximately 83% having been realized of the December
31, 1995 backlog during 1996.

EMPLOYEES

      The Company currently has approximately 90 employees, 85  in
the United States and 5 in Canada, none of whom are represented by
unions.  The  Company's  management believes  its  relations  with
employees are satisfactory.

SAFE  HARBOR  STATEMENT  UNDER THE PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995

      Except  for  historical information  contained  herein,  the
matters  discussed  in  this  annual  report  are  forward-looking
statements  which involve risks and uncertainties  including,  but
not   limited   to,   economic,  competitive,   governmental   and
technological factors affecting the Company's operations, markets,
products, services and prices and other factors discussed  in  the
Company's filings with the Securities and Exchange Commission.
                                  10
<PAGE>

PART I, ITEM 2:  DESCRIPTION OF PROPERTY

      The  Company uses approximately 2,000 square feet of  leased
office  space  in Ft. Mitchell, Kentucky (which lease  expires  in
1999);  10,000  square feet of leased office space in  Louisville,
Kentucky  (which  lease expires in 1998),  2,000  square  feet  of
leased premises in California (which lease expires in 1997), 2,600
square feet of leased office space in Indiana (which lease expires
in  1998)  and 2,000 square feet of leased space in Canada  (which
lease  expires  in  1999).  The Company rents approximately  1,000
square  feet  of office space for its headquarters on a  month-to-
month basis.

PART I, ITEM 3: LEGAL PROCEEDINGS

      None,  other  than in the normal course of  business,  whose
resolution  is  not  expected to have a  material  impact  on  the
Company.

PART  I,  ITEM  4:  SUBMISSION OF MATTERS TO A  VOTE  OF  SECURITY
HOLDERS

     On December 16, 1996, the Company held its annual meeting for
which  proxies  had  been solicited under Regulation  14A  of  the
Securities  and  Exchange  Commission.   The  following  were  the
results of the voting at that meeting:

Items submitted to a vote:    Votes    Votes    Withheld Broker
                              For      Against           Non-
                                                         votes
1. For Director:                                         
     Michael R. Cox           1,654,821         162,835                  
     Dan L. Scroggins         1,654,821         162,835                        
     Murdoch Heideman         1,470,190         347,466                  
     Ralph A. Armstrong       1,654,821         162,835              
 For increasing the number                            
of  authorized common  shares
from 10,000,000 to 20,000,000
                             1,544,707  100,015 157,834 15,100         
                                                         
                                 11
<PAGE>

PART II, ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The  following table indicates the range of the closing  high  and
low    transactions  for  the  Company's  Common  Stock  for  each
quarterly period in the last two years as reported by the  listing
of NASDAQ Small-Cap Market:

Quarterly Period                High Close           Low Close
Ending

March 31, 1995                       4 1/2               3 1/2
June 30, 1995                        4 1/4                   3
September 30, 1995                   3 1/4               1 3/8
December 31, 1995                    2 1/2                   1
March 31, 1996                       2 7/8               1 1/4
June 30, 1996                        1 3/8                 7/8
September 30, 1996                  1 7/16                 1/2
December 31, 1996                      3/4                 7/8


      There  are  approximately  400  beneficial  holders  of  the
Company's  Common  Stock.  The Company  does  not  intend  to  pay
dividends in the foreseeable future.  The payment of dividends  to
the  Company  by  its subsidiaries is restricted by  covenants  of
certain debt agreements entered into by these subsidiaries.






                                12
<PAGE>

PART II, ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

DECEMBER 31, 1996 AND THE TWO YEARS THEN ENDED

LIQUIDITY AND CAPITAL RESOURCES

The  Company  has no material commitments for capital expenditures,  and
does  not  anticipate any material commitments in the coming year.   The
operations of the Company do not require the Company to have significant
additional investments in long-term assets.

The Company had a deficiency in working capital at December 31, 1996  of
$403,000,  compared to a deficiency at December 31, 1995 of  $1,622,000.
As  a  result of these deficiencies in working capital, the Company  has
experienced  significant  strains on its cash  flow.   To  address  this
condition,  in  February  1996  the  Company  sold,  through  a  private
placement, 5% Convertible Subordinated Debentures which proceeds  netted
the  Company $500,000, which were used to repay a note.  In April  1996,
the Company closed the sale of a similar 5% convertible debentures which
proceeds  netted  the  Company $385,000,  which  was  added  to  working
capital.   In  July  1996, the Company closed an  additional  $1,000,000
aggregate  principal amount of 6% convertible debentures, with  proceeds
to  the Company of $897,000, which was added to working capital.  As  of
December  31,  1996, $1,650,000 of these debentures had  been  converted
into  common stock, and the remaining $500,000 was converted in January,
1997.

In  April 1996, the Company sold its facility in Florence, Kentucky  for
$300,000.  The  proceeds were used to retire the  existing  mortgage  of
$140,000;  reduce  a line of credit by $149,000 and  the  remainder  for
operations.

The  Company's business cycle from the initiation of expenditures  on  a
project  to  the  collection  of all outstanding  receivables  from  the
project  is typically four to six months, depending on the project.   In
many  instances, the Company receives deposits and progress payments  in
order to reduce its working capital commitment to specific projects.

A majority of the Company's sales are non-recurring capital expenditures
for  its customers; therefore, the Company cannot usually rely on repeat
sales  to meet its sales and cash flow objectives.   The Company  cannot
therefore predict with certainty the customers or orders it will receive
to sustain its operations.  Nevertheless, the Company's prior experience
causes  management to believe that, when added to the  current  backlog,
sufficient  orders  will be received in 1997 to maintain  the  Company's
operations.

In  July  1996,  the  Company  entered into  a  three  year  receivables
financing  agreement with Access Capital, Inc..  This agreement  is  for
the  purchase and  sale, administration, and collection of the treatment
system  companies'  accounts  receivable.   The  fee  earned  by  Access
Capital, Inc. for purchasing accounts receivable with an initial payment
of  70% (for the first year) is at least 1.5% and not more than 7.5%  of
the  amount of its accounts receivable purchased.  Access Capital,  Inc.
will  earn a 1.5% administrative fee for all accounts receivable created
by the Company during the term of the account agreements.

Two  of  the  Company's  domestic subsidiaries as joint  borrowers  have
available  a  credit  facility of $500,000, but not  to  exceed  70%  of
Qualified Accounts Receivable as defined, of which $420,000 was utilized
at  December 31, 1996.  This facility is a demand note bearing  interest
at  10.5%  with  the  Society National Bank of  Indiana,  which  expires
October  31,  1997.  The Company has an agreement to reduce  the  amount
outstanding  under  this  facility by  $8,000  per  month,  so  that  no
borrowings are available under this facility.

                                  13
<PAGE>

During  1995,  the  Company  experienced  losses  which  contributed  to
decreased liquidity and a deficiency in working capital at December  31,
1995. Although experiencing a net loss in 1996, the Company's operations
contributed positive working capital of $475,000 before non-cash charges
for   depreciation,   amortization  and  interest.   Additionally,   the
Company's backlog at December 31, 1996 and improved operations  for  the
year cause management to believe the Company will improve operations and
cash flow.

The  Company  has  paid  no  dividends on its  Common  Stock  since  its
inception  and it is anticipated that future earnings, if any,  will  be
retained   to   finance  development  of  the  Company's  business   and
consequently,  the  Company does not foresee  paying  dividends  in  the
immediate future.

The  debentures issued in February ($650,000) and April ($500,000)  were
converted  into 1,493,624 shares of common stock in June, 1996;  however
the holder of such debentures is challenging the right of the Company to
force conversion as to $920,000 principal amount of such debentures,  or
1,132,308  (plus  accrued  interest shares) shares  common  stock.   The
Company  has issued a certificate representing 361,316 shares of  common
stock  relating to debentures surrendered and will issue  a  certificate
representing   1,132,308  shares  upon  surrender   of   the   remaining
debentures.   The  Company's management and legal  counsel  believe  the
forced conversion is valid and have, therefore, considered the 1,132,308
shares  as converted and outstanding.  If the conversion were not valid,
additional interest expense might be required in 1996.

Results of Operations

Net  sales  of  the Company increased by 8% during 1996 compared  to  an
increase  of  33%  in 1995.  The 1996  increase was  the  result  of  an
increase in treatment sales, offset to some extent by the expiration  of
an  operations  contract in June, 1996.  The increase in  1995  was  the
result of the TPA acquisition.

Gross  margins experienced by the Company were 28% in 1996  compared  to
23%  in 1995 and 1994.  The improvement in 1996 was primarily the result
of  better cost controls in the systems division compared with the prior
two years.

General  and administrative expenses decreased by 15% in 1996 from  1995
after  increasing by 49% in 1994.  The 1996 decrease was the  result  of
the  consolidation  of  operations and cost  controls,  while  the  1995
increase was the result of the TPA acquisition.

Depreciation and amortization  decreased by 16% during 1996 compared  to
1995.   This  decrease  is the result of the pilot plant  equipment  and
goodwill associated with the Company's Canadian operations being written
off  in 1995.  This was after a 33% increase in 1995 as a result of  the
TPA acquisition.
                                  14
<PAGE>
Interest  expense  decreased by a net 5% during 1996 compared  to  1995,
that  was  comprised of a decrease in interest expense  associated  with
notes  payable-bank,  offset by increased interest  expense  related  to
debentures issued in 1996 and amortization of fees associated  with  the
issues.

The  Company's strategy is to develop a full service solutions  oriented
wastewater  treatment  company,  both by  internal  growth  and  through
acquisition.  To date four such acquisitions have been made. Because the
Company  does  not have significant investments in plant and  equipment,
much  of  the  purchase price paid for the acquisition is recognized  as
goodwill.  This goodwill is being amortized over 20 years on a  straight
line  basis, which results in substantial charges to earnings for  which
no cash outlay is required.  In 1995, the Company wrote off the goodwill
associated  with  its  Canadian operation.   The  Company  believes  the
remaining  goodwill will be recovered through operations;  however,  the
Company will continue to evaluate recoverability.

      The  Company had a backlog of approximately $9,400,000 at December
31,  1996 as compared to approximately $9,000,000 at December 31,  1995.
The  backlog  at  the  end of 1995 has been reduced by  $2,300,000  from
previously reported amounts due to a contract cancellation.  The backlog
is  comprised  of approximately 49% and 46% representing  the  treatment
business  and  51%  and  54%  representing  engineering  and  management
services  for the years ending December 31, 1996 and 1995, respectively.
The  treatment  business  backlog represents firm  purchase  orders  and
proposals  accepted by customers for which purchase orders will  not  be
issued  until  engineering designs have been accepted. This  backlog  is
generally shipped within a six month period following receipt of  order.
The  Company's backlog as of  any particular date may not be  indicative
of backlog as of any subsequent date and may vary considerably from time
to  time  depending upon the volume and size of orders  and  changes  in
delivery schedules.  The Company anticipates that approximately  88%  of
the 1996 backlog amounts will be realized during the year ended December
31,  1997 as compared to approximately 83% having been realized  of  the
December 31, 1995 backlog during 1996.

The Company has not experienced a significant change in price levels  of
goods and services during 1996.

The Company does not engage in any currency hedging activities.  It does
contract  for  exports in U.S. or Canadian currencies,  with  customers'
payment obligations secured by irrevocable letters of credit.

No statements issued by the Financial Accounting Standards Board in 1996
are  expected  to  have a material effect on the Company's  consolidated
financial statements.

                                 15
<PAGE> 
PART II, ITEM 7: FINANCIAL STATEMENTS

                     INDEX TO FINANCIAL STATEMENTS


1. EV ENVIRONMENTAL, INC.

   Consolidated balance sheet of EV Environmental, Inc. and subsidiaries
   as of December 31, 1996, and the related consolidated statements of
   operations, stockholders' equity, and cash flows for each of the two
   years in the period  ended December 31, 1996               15

                                 16
<PAGE>

                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors of
    EV Environmental, Inc.:

    We  have audited the accompanying consolidated balance sheet  of  EV
Environmental, Inc. and its subsidiaries as of December  31,  1996,  and
the related consolidated statements of operations, stockholders' equity,
and  cash  flows for year then ended.  These  financial statements are the
responsibility  of  the Company's management. Our responsibility is to express
an opinion on the 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,  such  consolidated financial  statements  present
fairly,  in  all  material  respects,  the  financial  position  of   EV
Environmental, Inc. and its subsidiaries at December 31,  1996  and  the
results  of  their operations and their cash flows for the year then ended
in conformity with generally accepted accounting principles.

The  accompanying financial statements have been prepared  assuming  the
Company will continue as a going concern.  As discussed in Note 1 to the
financial  statements  the  Company's backlog and  additional  contracts
awarded  and  in process since year end cause management to believe  the
Company will improve operations and cash flow in 1997.Although  management
believes that the backlog and future contracts will improve  operations 
and  cash flow, no assurances  can  be  given  that operations and cash
flow will improve.






Schnitzer & Kondub, Certified Public Accountants
Eastchester, New York
April 14, 1997
                                  17
<PAGE>
                EV ENVIRONMENTAL, INC. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEET
  
                          DECEMBER 31, 1996
   ASSETS                                                         
   Cash                                               $    454,000
   Accounts receivable, net                              4,389,000
   Inventory                                               205,000
   Other current assets                                    388,000
    Total current assets                                 5,436,000
   Equipment, net                                          306,000
   Other long-term assets                                   89,000
   Cost in excess of net assets acquired, net            5,329,000
   TOTAL ASSETS                                       $ 11,160,000

   LIABILITIES AND STOCKHOLDERS' EQUITY                           
   Notes payable - banks                              $    420,000
   Current portion of long-term debt                       291,000
   Accounts payable                                      2,613,000
   Accrued project costs                                 1,456,000
   Accrued expenses                                      1,059,000
    Total current liabilities                            5,839,000
   Long-term debt                                        2,396,000
   Other noncurrent liabilities                            200,000
    Total long-term liabilities                          2,596,000
   Stockholders' Equity:                                          
   Common stock, $.01 par value: 20,000,000 shares          53,000
   authorized; 5,363,000, issued and outstanding
   Paid in capital                                       7,581,000
   Deficit                                             (4,832,000)
   Cumulative translation adjustment                      (77,000)
    Total stockholders' equity                           2,725,000
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 11,160,000
  
              See notes to consolidated financial statements

                               18
<PAGE> 
               EV ENVIRONMENTAL, INC. AND SUBSIDIARIES
  
                  CONSOLIDATED STATEMENTS OF OPERATIONS
  
                                                      
                                                     Years
                                           Ended December 31,
                                                    1996           1995
   Sales:                                                              
      Treatment systems                      $ 9,588,000    $ 7,941,000
      Engineering and management               4,440,000      5,057,000        
                                              14,028,000     12,998,000
   Cost of sales, exclusive of                                         
   depreciation:
      Treatment systems                        7,190,000      6,870,000
      Engineering and management services      2,846,000      3,094,000         
                                              10,036,000      9,964,000
   Gross margin                                3,992,000      3,034,000
Operating expenses:                                                 
      General and administrative               3,392,000      3,967,000
      Depreciation and amortization              412,000        493,000
      Impairment of long-term assets                          1,182,000         
                                               3,804,000      5,642,000
   Operating profit (loss)                       188,000    (2,608,000)
   Interest expense                              481,000        505,000
   Net loss                                $   (293,000)  $ (3,113,000)
   Net loss per common share               $       (.07)  $      (1.50)
                                                  
   Weighted average shares outstanding         4,218,000      2,076,000
  
  
  
  
              See notes to consolidated financial statements
                                 19
<PAGE>  

                 EV ENVIRONMENTAL, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       Years
                                                    Ended
                                                 December 31,
                                                         1996        1995
  Cash flows provided by (used in) operating                              
  activities:
  Net loss                                        $ (293,000) $(3,113,000)
  Adjustments to reconcile net loss to cash                               
  flows provided by (used in)operating
  activities:
    Depreciation and amortization                     412,000      493,000
    Impairment of long-term assets                               1,182,000
    Non-cash expenses                                 198,000      217,000
  Changes in operating assets and liabilities:                            
       Accounts receivable                          (354,000)    (598,000)
       Inventory                                      (9,000)      153,000
       Other current assets                          (75,000)     (49,000)
       Accounts payable                               231,000      562,000
       Accrued expenses                             (919,000)      853,000     
  Net cash provided by (used in) operating          (809,000)    (300,000) 
   activities                                                     
  Cash flows provided by (used in) investing                              
  activities:
    Purchase of the net assets of acquired            129,000    (314,000)
       business
    Increase in other assets                          (89,000)             
    Net (additions) dispositions to property and      220,000     (13,000)   
     equipment                                                 
  Net cash provided by (used in) investing            260,000    (327,000)   
  Cash flows provided by (used in) financing                              
  activities:
    Issuance of convertible debentures                450,000      716,000
    Issuance of long-term debt                                     500,000
    Repayment of notes payable - banks              (438,000)    (387,000)
    Issuance (repayment) of long-term debt,         (721,000)    (273,000)
       net
    Issuance of stock                               1,261,000      104,000
    Payment of other noncurrent liabilities -        (29,000)     (330,000) 
      net                                                         
    Net cash provided by financing activities         523,000      330,000    
                                                                   
  Effect of translation on balance sheet not            3,000       11,000      
  included in other captions                                        
  Net (decrease) in cash                              (23,000)    (286,000)
  Cash, beginning of period                           477,000      763,000 
  Cash, end of period                              $  454,000     $477,000 
          See notes to consolidated financial statements
                                20
<PAGE>

                 EV ENVIRONMENTAL, INC. AND SUBSIDIARIES
  
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 (in thousands, except number of shares)
  
  
  
                                               Paid-            Cumulative
                               Common Stock       In            Translation 
                              Shares   Amount Capital  (Deficit) Adjustment
   Balance--December 31,   2,023,880     $ 20  $ 5,809 $(1,426)    $  (91)
   1994                                             
                                                                          
   Issuance of stock          45,454               104                    
   Stock issued in payment    50,000        1       99                    
   of fees
   Stock issued in payment    57,597        1      141                    
   of interest
   Net loss                                             (3,113)                
   Change in cumulative                                                   
   effect of balance sheet                                                
   translation adjustments                                             11
                                                               
   Balance--December 31,   2,176,931     $ 22  $6,153  $(4,539)    $  (80)
   1995                                       
   Stock issued in payment                                                
   of debt                    29,841               30
   Stock issued in payment                                                
   of interest               212,976        2     172
   Stock issued in                                                        
   conversion of debentures 2,903,931      29   1,187
   Stock issued in payment                                                
   of expenses                24,200               24
   Private placement          14,800               15                    
   Net loss                                               (293)           
   Change in cumulative                                                   
   effect of balance sheet                                                
   translation adjustments                                               3
   Balance--December 31,   5,362,679     $ 53   $7,581  $(4,832)    $  (77)
   1996                         
                                                                          
                                                                          
  
   
  
  
  
              See notes to consolidated financial statements
   
                                 21
<PAGE>

              EV ENVIRONMENTAL, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             For the Years Ended December 31, 1996 and 1995

GENERAL INFORMATION

    The  Company  supplies  systems  for  treatment  of  water  and
wastewater,  designs and engineers wastewater treatment  and  sewer
systems  and  provides operating services for wastewater  treatment
plants  for  both  municipal and industrial  clients.  The  Company
conducts   business   throughout  the  world   with   the   largest
concentrations being in the United States and Canada.

   During 1995, the Company experienced losses which contributed to
decreased liquidity and a deficiency in working capital at December
31,  1995.  To address this situation, the Company has  centralized
certain functions and thereby reduced expenses, and sold $2,000,000
of  convertible  debentures  in  1996  (which  netted  the  Company
$1,600,000).   $1,500,000 were of these debentures  were  converted
into  2,903,931  shares of common stock in 1996 and  the  remaining
$500,000  was converted into 2,302,942 shares in January  of  1997.
The Company also arranged a factoring facility for the financing of
certain  of  its accounts receivable.  Additionally, the  Company's
backlog at December 31, 1996 and additional contracts awarded since
year-end  cause  management to believe  the  Company  will  improve
operations and cash flow in 1997.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements
include  the accounts of the Company and all subsidiary  companies.
Material   intercompany   balances  and  transactions   have   been
eliminated.   The  Company  treats  its  majority  owned   Canadian
subsidiary  as wholly-owned due to an agreement with  its  minority
shareholders to exchange 228,476 of the Company's common stock  for
their  interests.  Such shares remain unissued but are included  in
outstanding common stock in all years presented.

Use  of  Estimates  -  The preparation of financial  statements  in
conformity  with generally accepted accounting principles  requires
management   to   use  numerous  estimates  and  assumptions.   The
accompanying  consolidated financial statements  include  estimates
for items such as: estimated costs on contracts, recoverability  of
cost  in  excess  of net assets acquired, allowances  for  doubtful
accounts,  and  various liability accounts.  Actual  results  could
differ  from  those  estimates.  Policies  that  affect  the   more
significant  elements of the consolidated financial statements  are
summarized below.
                                  22
<PAGE>
Cash  - At December 31, 1996 cash included $320,000 of cash  in  an
escrow account for the purpose of paying certain subcontractors  on
one  of  the  Company's projects.  Such amount was reduced  through
payments to $127,000 at March 31, 1997.

Inventory - Inventory consists primarily of parts and equipment for
specific  projects  and is stated at the lower of  cost  (first-in,
first-out) or market.

Property  and  Equipment - Property and equipment  are  carried  at
cost.  Depreciation  is  computed using the  straight-line  method,
based  on  the  following estimated useful  lives  of  the  assets:
building - 31 years; machinery  and equipment - 5 to 7 years; motor
vehicles - 5 years; and rental equipment - 15 years.

Cost  in  Excess  of Net Assets Acquired - Cost in  excess  of  net
assets acquired is being amortized over 20 years on a straight-line
basis and is recorded net of accumulated amortization of $1,239,000
at  December  31, 1996.  The Company reviews the recoverability  of
the  carrying value of cost in excess of net assets acquired  based
on  anticipated future operating results of the acquired companies.
The  Company's criteria for assessing such recoverability  is  that
anticipated  operating  results will at least  equal  the  periodic
amortization on a non-discounted basis.

In  December  1995, the Company charged operations  $673,000  as  a
reduction  of  carrying  value of cost  in  excess  of  net  assets
acquired based on management's assessment of the recoverability  of
such   amounts.  As  a  result  of  a  centralization  of  Canadian
operations  to  another  location, the  Company  has  significantly
reduced  the size and scope of its Canadian operations. The  office
census  was reduced, management was changed, the extensive  use  of
pilot  plants  in the marketing effort was eliminated  and  certain
products   of   other   suppliers  dropped  or   exclusive   rights
relinquished.   Consequently,  the  Company  concluded   that   the
goodwill associated with its Canadian operations was not likely  to
be  recovered,  and therefore adjusted the carrying value  of  that
subsidiary.

Revenue recognition - Revenue is recognized based on the percentage
of  completion  method  for  long term construction  and  equipment
supply  projects.  The estimated percentage completed is  based  on
cumulative  costs  incurred in relation to the currently  estimated
total  costs to complete each respective project.  Revenues derived
from   engineering  consulting  services  and  contract  management
services are recognized as such services are provided.

Concentration  of  Credit Risk - The Company believes  that  credit
risk  related to accounts receivable is limited due to its  use  of
mechanic's   lien  rights  and  the  existence  of  payment   bonds
supporting   commitments  by  various  customers.     Additionally,
substantially all international contracts, unless made with a  U.S.
based  company,  are  collateralized with  irrevocable  letters  of
credit.
                                 23
<PAGE>
Statements of Cash Flows - For purposes of the statements  of  cash
flows,  the Company defines cash as cash held in operating accounts
at financial institutions and cash equivalents as all highly liquid
investments with a maturity at the time of purchase of three months
or less.

The  Company paid interest of $ 144,000 and $202,000 for the  years
ended  December 31, 1996 and 1995, respectively.  No  income  taxes
were  paid for any of the years presented.  In 1996, 212,976 shares
of  common stock with a value of $174,000 were issued in payment of
interest, and in 1995, 107,597 shares of common stock with a  value
of  approximately $242,000 were issued in payment of  interest  and
certain placement agent fees

Foreign  Currency  Translation - The financial  statements  of  the
Company's  Canadian subsidiary are translated into U.S. dollars  in
accordance  with  (SFAS)  No. 52. Net assets  and  liabilities  are
translated at current rates of exchange existing at the end of  the
period  and  revenues and expenses are translated  at  the  average
monthly exchange rates.

Net  Loss  Per  Share - Net loss per common share is calculated  by
dividing  net  loss  by the weighted average number  of  shares  of
common  stock outstanding during each year.  In each of the periods
presented,  no  exercise of options or warrants have  been  assumed
because they were either non-dilutive or anti-dilutive.

Fair  Value of Financial Instruments - The values of cash, accounts
receivable,  notes  payable, accounts  payable  and  any  financial
instruments  included in other current assets and accrued  expenses
approximate their fair values principally because of the short-term
maturities of these instruments. The fair value of promissory notes
and  long-term  debt  is estimated using interest  rates  that  are
currently  available  to  the Company for  issuance  of  debt  with
similar terms and maturities.

Stock  Option  Plans  - The Company has a plan which  provides  for
granting   stock  options  to  certain  employees  and  independent
directors  of  the  Company  and its subsidiaries.  Currently,  the
Company   accounts  for  compensation  expense  related   to   such
transactions  using  the  "intrinsic  value"  based   method.   The
Financial  Accounting  Standards Board has  issued  SFAS  No.  123,
"Accounting  for  Stock Based Compensation", that defines  a  "fair
value" based method of accounting for stock-based compensation, but
permits  compensation expense to continue to be measured using  the
"intrinsic  value"  based method. The Company  has  yet  to  decide
whether  it will adopt the new "fair value" based method.  However,
adoption  of  such methods will not affect the amounts reported  in
the accompanying consolidated financial statements.
                                  24
<PAGE>
Reclassifications  -  Certain previously reported  amounts  in  the
accompanying   consolidated   financial   statements   have    been
reclassified to conform to the current year's classification.

2 ACCOUNTS RECEIVABLE

The  consolidated  balance sheet includes the following  costs  and
estimated earnings in excess of billings in account receivable:

                                                                
     Costs and estimated earnings                  $   8,072,000
       Billings                                        5,639,000
       Net                                         $   2,433,000

The consolidated balance sheet includes the following billings in
excess  of  costs and estimated earnings in accrued  expenses  or
accrued project costs:
                                                                
     Billings                                     $      576,000
     Costs and estimated earnings                        265,000
       Net                                        $      311,000


  Accounts receivable are comprised of the following amounts:
                                                                
     Billed                                          $ 2,045,000
     Unbilled                                          2,433,000
     Retention                                            41,000
     Allowance for doubtful accounts                   (130,000)
                                                     $ 4,389,000

All  receivables  on contracts in progress are considered  to  be
collectible  within  twelve months.  Substantially  all  accounts
receivable are related to North American based companies.

In  the years ended December 31, 1996 and 1995, the allowance for
doubtful   accounts  was  increased  by  $77,000  and  $   85,000
respectively, through charges to operations.  In 1996  and  1995,
there  were  writeoffs  of  $212,000  and  $183,000  respectively
against the allowance for doubtful accounts.

3. EQUIPMENT

Equipment consist of the following at December 31, 1996:

                                                                
     Machinery and equipment                        $   626,000
     Accumulated depreciation                          (320,000)
       Net                                          $   306,000

                                  24
<PAGE>
In  December  1995, the Company wrote off pilot  plant  equipment
previously  used  in  the marketing process  to  demonstrate  its
products  and  process that had an original cost of approximately
$600,000  and  accumulated  depreciation  of  $91,000  since  the
Company  no  longer  employs  this  equipment  in  its  marketing
efforts.

4. NOTES PAYABLE

The  Company has a $500,000 line of credit up to 70%  of  defined
accounts  receivable with a commercial bank bearing  interest  at
the  bank's prime rate (8.5%) plus 2.0%.  At December  31,  1996,
$420,000 was outstanding under the line of credit.  This loan  is
secured by the assets of two subsidiaries.  The Company is not in
compliance  with  certain covenants relating to financial  ratios
and the bank has not provided a waiver.

The  Company  has  an agreement with a financial  institution  to
factor  certain of its invoices, without recourse, at a  discount
rate  of  1.5%  plus interest at 18% per annum.  At December  31,
1996, there were no borrowings under these facility.

Information pertaining to the above short-term borrowings for the
years ended December 31, 1996 and 1995 is as follows:

                                                 1996       1995
     Weighted average interest rate, end        9.25%     10.29%
   of period
     Weighted average interest rate, over       9.75%     10.46%
   the period
     Highest month-end borrowings           $ 858,000 $1,279,000
     Average month-end borrowings           $ 639,000 $1,061,000

5. LONG TERM DEBT
                                25
<PAGE>

Long-term debt consists of the following at December 31, 1996:
                                                                
   Convertible Subordinated Debentures due October              
   1, 1999, interest is payable    semi-annually                
   commencing April 30, 1995 at the rate of 9% per              
   annum.  Interest is payable in cash or common                
   stock of the Company at the  discretion of the               
   Company. (a)                                      $ 1,938,000
   6% convertible subordinated debenture (b)             500,000
   Installment payments due to TPA, with interest               
   imputed at 10% and payments beginning January                
   1, 1998 $16,700 each.                                 135,000
   Various notes payable due to owners (and/or                  
   their spouses) of acquired businesses at                     
   variable rates defined by the purchase                       
   agreements (9.75% at December 31, 1996) with                 
   monthly monthly principal installments of             321,000
   $17,000.
   Other notes payable                                   120,000
                                                       3,014,000
   Less: Current portion                               (291,000)
         Financing fees (net of $123,000               (327,000)
   amortization)
     Total                                           $ 2,396,000

The aggregate amount of repayment requirements for the five years
subsequent  to  1996 are: 1997 - $291,000;  1998 - $282,000;  and
1999 - $1,941,000.
                                 
(a)                           These debentures are convertible to
  common stock of the Company at the option of the holders  at  a
  rate  of  one  share  of common stock per  $2.50  of  debenture
  principal  amount  and accrued interest.   The  debentures  are
  subject  to  conversion at the option of  the  Company  if  the
  closing  bid price of the common stock exceeds $7.50 per  share
  for  a  period of twenty consecutive business days. All related
  fees are being amortized over the life of the debentures.

(b)   6%  convertible  debentures  due  June  30,  1998.   Theses
  debentures  were  converted  into 2,382,942  shares  of  common
  stock in January, 1997.

(c)  In  1996  the  Company  sold $1,150,000  of  5%  convertible
subordinated  debentures,  which were  converted  into  1,493,624
shares  of  common  stock.  The holder  of  these  debentures  is
challenging  the right of the Company to force conversion  as  to
$920,000  principal amount of such debentures.  The  Company  has
issued  certificates representing 361,316 shares of common  stock
relating  to  debentures surrendered and  will  isuue  additional
certificates for 1,132,308 shares upon surrender of the remaining
debentures.   The Company's management and legal counsel  believe
the  forced conversion is valid and have therefore considered the
1,132,308  shares  as  outstanding.  If the conversion  were  not
valid, additional interest expense might be required in 1996.

The convertible debentures described in (b) and (c) above are
convertible and were converted into the Company's common stock
at 65% of the average bid, as defined in the debenture agreements.
The Company has accounted for the conversion as an addition to 
stockholders' equity, reducing the increase in paid-in capital by
the above discount from market.
                                 26
<PAGE>
At December 31, 1996, the Company's long-term debt had a carrying
value  of  approximately $2,772,000 which approximates  its  fair
value.

6 INCOME TAXES

No  provisions for income tax were necessary for the years  ended
December 31, 1996 and 1995 due to the net operating losses of the
Company  during  those years; no income tax  benefits  have  been
realized.

Significant   temporary  differences  and  net   operating   loss
carryforwards at December 31, 1996 were as follows:
  Deferred tax assets:                                          
    Net operating loss carryforwards                 $ 1,834,000
    Allowance for doubtful accounts                       45,000
                                                       1,879,000
    Valuation allowance                                1,879,000
      Total deferred tax assets                      $         0

Net  operating losses of approximately $5,393,000 begin to expire
in 2007.

7. EMPLOYEE BENEFIT PLANS

The  Company sponsors two defined contribution 401(k)  retirement
plans  covering  certain employees of two subsidiaries.   Company
contributions  are  accrued at the discretion  of  the  Company's
Board  of Directors.  The Company did not make a contribution  to
the plans in 1996 and 1995.

The  Company sponsors a self-funded health benefits plan for  its
domestic  employees.   Payments are  made  to  a  trust  for  the
benefits  of  the participants.  The Company has an  excess  loss
insurance  policy  with  a  deductible  amount  of  $15,000   per
individual with an aggregate limit of $1,000.000 with a  coverage
period extending three months past the policy period on a claims-
made basis.

8. STOCKHOLDERS' EQUITY

The  Board  of  Directors is authorized to issue  up  to  500,000
shares  of Preferred Stock in one or more series and to designate
the  number of shares constituting any such series and the  terms
thereof, including dividend, conversion and voting rights,  terms
of   redemption,   liquidation  preferences  and   sinking   fund
provisions. No shares of Preferred Stock have been issued and  no
series of Preferred Stock has been designated.
                                  27
<PAGE>
The Company granted stock options to key employees, directors  of
the  Company  and its subsidiaries and members of  management  of
acquired  businesses.   During 1993, the Company  implemented  an
incentive  stock  option  plan with a maximum  grant  limited  to
300,000  shares  of common stock and has reserved 209,000  shares
for issuance under the plan as of December 31, 1996.

Of  the  outstanding stock options at December 31, 1996,  168,500
were  exercisable and generally had an exercise price of not less
than  100%  of the fair market value of the common stock  on  the
date  of  the grant.  All options granted expire five years  from
the date of grant.

A summary of stock option transactions follows:

                                   1996                 1995
                                            Avg.              Avg.
                                          Option            Option
 Stock options:                  Shares    Price  Shares     Price
 Outstanding,  beginning of     485,800   $2.95   363,600    $3.05
    year                                       
 Expired                       (169,060)   2.47   (89,400)    4.65
 Granted                                   3.50   211,600     3.50          
 Outstanding, end of year       316,740    $2.95  485,000    $2.95

The  Company has exercisable warrants outstanding, for  which  no
value  has been ascribed, at December 31, 1996 and 1995  for  the
purchase of the Company's common stock.  During 1995, the Company
reduced the exercised price of its Series A Warrants to $5.00 per
share.  The warrants and related per share prices are as follows:
                                               
                                       1996         1995
 Warrants:                       Shares   Price   Shares   Price
 Series A                       481,000 $  5.00  481,000 $  5.00
 Underwriters                    20,800    2.00   20,800    2.00
 Total                          501,800          501,800        

The Series A Warrants are redeemable by the Company at a price of
$.01  per  Warrant  upon  30 days written notice,  commencing  15
months from February 16, 1993 at such time as the market price of
Common  Stock  has  exceeded the exercise price  by  20%  for  20
consecutive  business days.  The warrants are exercisable  during
such period.  These warrants expired without exercise on February
14, 1997.

Certain  of the Company's subsidiaries have dividend restrictions
as a result of borrowing agreements.
                                  28
<PAGE>
9. INTERNATIONAL OPERATIONS

International  activities include the business conducted  by  the
Company's  Canadian subsidiary.  The following table  sets  forth
international  operating activities and  identifiable  assets  at
December 31, 1996 and 1995.
                            International   Domestic       Total
Year Ended December 31,                                         
1996
                                                                
Sales                        $2,948,000  $11,080,000 $14,028,000
Operating income             $   91,000  $    97,000 $   188,000
Net income (loss)            $  (47,000) $  (246,000)$  (293,000)
Identifiable assets          $1,291,000  $ 9,869,000 $11,160,000
Accounts receivable          $  957,000  $ 3,432,000 $ 4,389,000
                                                                
Year Ended December 31,
1995:
                                                                
Sales                        $ 2,516,000  $10,482,000 $12,998,000
Operating income (loss)      $(1,180,000) $(1,428,000)$(2,608,000)
Net loss                     $(1,229,000) $(1,884,000)$(3,113,000)
Identifiable assets          $ 1,529,000  $ 9,888,000 $11,417,000
Accounts receivable          $ 1,148,000  $ 2,887,000 $ 4,035,000

Approximate value of international sales were as follows:

                                                1996        1995
 Canada                                   $  548,000  $2,111,000
 United States                               300,000     203,000
 Bolivia                                                 152,000
 Mexico                                    1,500,000      50,000
 Indonesia                                   600,000            
                                         $ 2,948,000 $ 2,516,000

10. SIGNIFICANT CUSTOMERS

The  Company had sales to three customers totaling 15%,  13%  and
13%  of total revenues for the year ended December 31, 1996,  and
three  customers  totaling 12%, 9%, and 9%  for  the  year  ended
December 31, 1995.  The nature of the Company's business is  such
that  a  limited  number  of customers can  comprise  a  material
portion  of  sales;  and  because a significant  portion  of  the
Company's  sales  are  non-recurring  capital  additions  by  its
customers,  a single systems customer is unlikely to represent  a
material  portion  of sales in consecutive periods.   Engineering
and   management  services  customers  are  ongoing  in   nature.
Generally,  engineering  services are  provided  on  a  one  year
contractual agreement with their customers.  Management  services
are  provided  on contractual agreements, generally ranging  from
one to three years.
                                  29
<PAGE>
11. COMMITMENTS AND CONTINGENCIES

The  Company had lease commitments for premises occupied  by  its
various  subsidiaries  which require  approximate  annual  rental
payments  for the next five years as follows:  1997  -  $193,000;
1998  -  $167,000;  1999  - $21,000; and none  thereafter.   Rent
expense  was  approximately $243,000 and $217,000  for  1996  and
1995, respectively.

The  Company has employment agreements with two employees who are
directors,  which  expire in 1997.  The Company  has  adopted  an
incentive   compensation  program  whereby  key  employees   will
participate in bonuses equal to one-third of pre-tax profits  for
1997.   Individual awards are at the discretion of the  Board  of
Directors.

                                  30
<PAGE>
Part II, Item 8: Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

The Company's Board of Directors has unanimously approved the
dismissal of the Company's auditing firm, Deloitte & Touche LLP 
("D&T") for the year ended December 31, 1996. The Company informed
D & T on December 26, 1996 that they would be replaced. The report 
of D & T on the Company's consolidated financial statements for 
the past two years contained no adverse opinion or disclaimer of 
opinion, and was not modified as to uncertainty, audit scope, or
accounting principles. During the two years ended Decemter 31, 1995 
and subsequent interim periods, there were no disagreements with 
D & T of the type requiring disclosure under Item 304(a)(1)(iv)(A) 
of Regulation S-B.

With regard to Item 304(a)(1)(iv)(B)(1), the Company reports the 
following: In connection with its audit of the Company's financial 
statements for the year ended December31, 1995, D & T identified 
and reported to the Company's audit committee three areas they 
believed to be internal control weaknesses which they considered 
to be "reportable conditions" as defined under standards established
by the American Institute of Certified Public Accountants. The 
conditions reported related to the Company's understanding of its 
health insurance plan, the accumulation of personnel costs on certain
fixed-fee contracts, and the level of documentation on journal entries.

With regard to Item 304(a)(1)(iv)(B)(3), the Company reports the 
following: In December 1996, subsequent to the issuance of its three 
quarterly filings on Form l0-QSB for the current year, D & T informed
the Company that (a) debt issued in 1996 which was convertible at 
discounts to market was not accounted for in accordance with the SEC 
staff position issued on October 9, 1996 which D&T believes is generally
accepted accounting principles ("GAAP") for such issuances, and 
(b) revenues and expenses for a contract begun prior to the end of the 
third quarter but for which final contract terms had not been concluded
and the contract had not been signed should be recognized in subsequent
periods. Net income related to this contract was approximately $44,000
in the third quarter. Management agrees that the Company's Quarterly
report on Form 10-QSB for the third quarter should be restated for item
(b) above, and that (a)above should be evaluated for its applicability
to the Company's transactions and the impact on the first three quarters
of 1996, and the related Form 10-QSB's amended, if appropriate,to conform
to GAAP.

The Company has authorized D & T to respond fully to the inquiries of the
successor accountant. The Company has provided D & T with a copy of the 
disclosures contained in this report and D & T furnished it with a letter
addressed to the Securities & Exchange Commission stating that it agreed
with the above statements. A copy of such letter was filed as an exhibit
to the Company's 8-K report.
                                   31
<PAGE>

Part  III, Item 9: Directors', Executive Officers, Promoters  and
Control  Persons; Compliance With Section 16(a) of  the  Exchange
Act.

                                                    
                               Officer              
Name                             or                 
                       Age    Director     Position with the
                                Since           Company
                                                    
Michael R. Cox         50       1991    Chairman, President,
                                        and Chief Executive
                                        Officer and Director
                                        
Dan L. Scroggins       40       1991    Executive Vice
                                        President and Director
                                        
Ralph A. Armstrong     43       1994    Senior Vice President -
                                        Sales and Marketing and
                                        Director
                                        
Steve Money            34       1997    Vice President --
                                        Controller
                                        


   Mr.  Cox  has  been Chairman, President, and  Chief  Executive
Officer  of  the  Company since the merger of JBCH  in  December,
1991.  He had held the same positions with JBCH since June, 1991.
Mr.  Cox was a director and Executive Vice President of Kimberly,
Cox  &  Harnish, Inc., a private investment firm, from  prior  to
1989 until 1993.

   Mr.  Scroggins  has been an Executive Vice  President  of  the
Company and its predecessor JBCH since October 16, 1991.  He  has
been  President of EV Environmental Systems, Inc. (the  Company's
wholly-owned subsidiary) since October 16, 1991.

   Mr.  Money has been Vice President - Controller of the Company
since  February, 1997. Prior to that he served as  Controller  of
Fulton  County  Daily Report, a legal newspaper in Atlanta,  from
1996.   From September, 1991 to May 1996 Mr. Money was Accounting
Manager  with De Smet Process & Technology, Inc., an  engineering
firm.
                                  32
<PAGE>
   Mr.  Armstrong joined the Company in February 1994  as  Senior
Vice  President - Sales and Marketing.  He was President of  erca
USA Inc. (a food processing and packaging equipment manufacturer)
from  1991  to 1993.  Prior to that he had held various positions
since  1979  with  Continental Can Company,  most  recently  Vice
President of Sales and Marketing at Continental Plastic Ventures.

   The  terms of office of all Directors of the Company are  from
the   time   of  election  until  the  next  annual  meeting   of
stockholders and until their respective successors are  qualified
as  provided  in  the By-laws of the Company. All  officers  hold
office  at  the pleasure of the Board of Directors. None  of  the
Company's   Directors  or  executive  officers   has   a   family
relationship with any other Director or executive officer.
Part III, Item 10: Executive Compensation
    The   following  table  sets  forth  information   concerning
remuneration  paid or accrued by the Company and its subsidiaries
during  the three years ended December 31, 1996 for all executive
officers  including  those  as  to whom  the  total  remuneration
exceeded $100,000, and for all executive officers of the  Company
as a group.
                                  33
<PAGE>
                   SUMMARY COMPENSATION TABLE

                  Annual Compensation Compensation 
Name and Principal  Year        Salary    Number
Position                                      of
                                          Option
                                          Awards
Michael R. Cox,     1996     $ 130,000          
Chairman,           1995       130,000    20,000
President and       1994       130,000          
Chief Executive                                 
Officer

All Current         1995       525,760          
Executive Officers  1994       453,000    77,000
As a Group          1993       548,000    60,000

During  the year ended December 31, 1996, no options were granted
to  executive officers.  During 1995, the following options  were
granted to executive officers:
                                34
<PAGE>

                         Individual
                          Grants
                                        % of                    
                          Number of    Total  Exercise  Expiration
Name                      Securities Options     Price     Date
                          Underlying Granted  ($/share
                           Options
Michael R. Cox              20,000       9 %   $  3.50      2000
Ralph A. Armstrong          40,000      19 %      3.50      2000
Dan L. Scroggins            10,000       5 %      3.50      2000

The  aggregate option exercise in the last fiscal year and fiscal
year  end  option values for the named employee is  presented  as
follows:

                                               Number           
                                                   of   Value of
                                           securities unexercised
                                           Underlying     in-the-
                          Shares         Unexcercised      Money
                        Acquired     Value    Options    Options
Name                          on  Realized  at FY end  at FY end
                        Exercise         Excercisable/ Exercisable/
                                        Unexcercisable Unexcercisable
Michael R. Cox                 0       N/A    52,966/        0/0
                                               13,333

  The Company qualifies as a Small Business Issuer.

   The  Company  has  adopted an incentive  compensation  program
whereby  key employee, will participate in bonuses equal to  one-
third  of pre-tax profits for 1996. Individual awards are at  the
discretion of the Board of Directors.

Stock Option Plan

   The  Company  has  adopted a stock option plan  conforming  to
Securities  and  Exchange Commission Rule 16b-3 and  pursuant  to
which  incentive  stock options and non-statutory  stock  options
could  be granted.  Up to an aggregate of 300,000 shares  of  the
Common  Stock may be issued under the plan. The plan was approved
by the Company's stockholders and may be amended or terminated by
the  Board  of  Directors. The plan is to be  administered  by  a
committee  (the "Option Committee") consisting of  at  least  two
directors.

   An  incentive  stock  option may be  granted  to  an  eligible
employee  pursuant to the plan. The number of  shares  and  other
terms  of grant will be fixed by the Committee except that in  no
event  shall the term of an incentive stock option be  more  than
ten  years. The exercise price of an incentive stock option shall
be not less than the fair market value of the Common Stock at the
time of grant, and may be paid either in cash or, with the Option
Committee's  consent,  with  previously  owned  shares   of   the
Company's  Common  Stock,  a promissory  note  or  a  combination
thereof.
                                  35
<PAGE>
Other Options; Director Compensation

The  are  currently  no  directors of the  Company  who  are  not
employees.  Employees are not paid additional amounts  for  their
services as directors.

Part  III,  Item  11:  Security Ownership of  Certain  Beneficial
Owners and Management

The  following  table  sets  forth information  with  respect  to
beneficial ownership of Common Stock by (1) each person who  owns
of  record  or  is known by the Company to own beneficially  more
than 5% of the common shares of the Company, (2) by each director
and  certain  executive officers of the Company and  (3)  by  all
executive officers and directors as a group.

                                              Amount and       
                                              Nature of        
                                              Beneficial  Percentage
     Name and Address of         Title of     Ownership    of Class
       Beneficial Owner            Class           (1)       Owned
                                                               
Michael R. Cox                 Common Stock   238,598(2)      3.7
1465 Post Road East              Series A       5,000(3)      1.1
Westport, CT 06880               Warrants                      
(Director and Officer)                                         
                                                               
Dan L. Scroggins               Common Stock   110,501(4)      1.7
EV Environmental,  Systems,      Series A       8,000         1.8
Inc.                             Warrants                      
250 Grandview Drive                  
Ft. Mitchell, KY 41017
(Director and Officer)
                                                               
Ralph A. Armstrong             Common Stock    53,408(5)      0.8
1465 Post Road East                 9%                         
Westport, CT 06880              Convertible      50,000       2.5
(Director and Officer)          Debentures
                                                               
RBB Bank Aktiengesellschaft    Common Stock  1,504,781(6)    15.2
Leonhardstr. 5 8010 Graz
Austria
(5% Shareholder)
                                                               
United Overseas Bank           Common Stock   1,045,150      16.4
11 Qual des Bergues
Geneva, Switzerland
(5% Shareholder)
                                                               
All executive officers and     Common Stock   402,507(7)      6.2
directors as a group (3          Series A       13,000        2.9
persons)                         Warrants                      
                                    9%           50,500       2.5
                                Convertible                    
                                Debentures
___________
                                 36
<PAGE>

(1)  Except  as otherwise stated, all holders of any shares  have
     sole  voting and investment power with respect      to  such
     shares,  and all holders having the right to acquire  shares
     will  have  sole  voting  and  investment  power  upon   the
     acquisition of said shares.

(2)  Includes 39,523 shares held by Mr. Cox's retirement account,
     over  which  Mr.  Cox exercises sole investment  and  voting
     control  and  52,967 shares issuable upon  the  exercise  of
     certain options.

(3)  Includes   1,000  Series  A  Warrants  held  by  Mr.   Cox's
     retirement  account,  over  which  Mr.  Cox  exercises  sole
     investment and voting control.

(4)  Includes 59,503 shares issuable upon the exercise of certain
     other options.

(5)    Includes  20,075 shares held by Mr. Armstrong's retirement
  account,  over  which Mr. Armstrong exercises  sole  investment
  and voting control, 20,000 shares issuable upon conversion    of
  the  Company's  9%  convertible securities  and  13,333  shares
  issuable upon the exercise of certain options.

(6)         Includes    shares   issuable  upon   conversion   of
  convertible    securities.  The Company has noticed RBB of  the
  conversion     of the convertible securities; RBB has  disputed
  the  Company's right to cause such coonversion.  Shares held in
  the  name of RBB are held for the account of foreign investors.
  RBB  represents that no beneficial owner represents 5%  of  the
  outstanding voting securities of the    Company.

(7)        Includes 256,704 shares outstanding and 145,803 shares
  issuable  upon the exercise of options, warrants and conversion
  of 9% convertible securities.

     conversion of 9% Convertible Securities.

                                37
<PAGE>
Part IV, Item 13: Exhibits, Lists and Reports on Form 8-K

(a)Exhibits

1.1       Underwriting Agreement between the Company and  Noble
          Investment  Co.  of  Palm Beach  ("Noble")  filed  as
          Exhibit 1.1 to the Company's Annual Report on Form 10-
          K for the Fiscal Year Ended December 31, 1992.
          
1.2       Underwriter Warrant to Purchase Units of the Company,
          filed  as  Exhibit  1.3 to Amendment  No.  4  to  the
          Company's  Registration Statement on Form  S-1  (File
          No. 33-50624) and incorporated by this reference.
2.1       Asset  Purchase  Agreement,  dated  October  7,  1994
          between   EV  Environmental,  Inc.  (the  "Company"),
          Tenney  Pavoni Associates, Inc. ("TPA") and  Mark  W.
          Tenney  ("Tenney")  and Joseph L. Pavoni  ("Pavoni"),
          with Amendment No. 1 to the Asset Purchase Agreement,
          dated  October 30, 1994, and Amendment No. 2  to  the
          Asset  Purchase  Agreement dated  November  30,  1994
          filed  as Exhibit 2.1 to the Company's Current Report
          on  Form  8-K dated December 7, 1994 and incorporated
          by this reference.
          
2.2       Assignment, dated October 7, 1994, among the Company,
          TPA,   Tenney,   Pavoni,   the   Company,          EV
          Engineering,   Inc.,   and  EV  Contract   Management
          Services, Inc. (EV Engineering, Inc. and EV  Contract
          Management Services, Inc. are hereinafter referred to
          as  the  "Subsidiaries") filed as Exhibit 2.2 to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
          
2.3       Agreement  of  Assumption of the Assumed Liabilities,
          dated November 30, 1994, executed by the Subsidiaries
          filed  as Exhibit 2.3 to the Company's Current Report
          on  Form  8-K dated December 7, 1994 and incorporated
          by this reference.
2.4       Bill of Sale and Assignment executed by TPA filed  as
          Exhibit 2.4 to the Company's Current Report on Form 8-
          K  dated  December 7, 1994 and incorporated  by  this
          reference.
3.1       Amended and Restated Certificate of Incorporation  of
          the  Company,  filed as Exhibit 4.1 to the  Company's
          Quarterly  Report on Form 10-Q for the quarter  ended
          March 31, 1992 and incorporated by this reference.
3.2       Bylaws  of  the  Company, filed  as  Exhibit  1.3  to
          Amendment   No.  4  to  the  Company's   Registration
          Statement  on  Form  S-1  (File  No.  33-50624)   and
          incorporated by this reference.
4.1       Specimen Form of Stock Certificate filed, as  Exhibit
          3.3  to  the  Company's Amendment  No.  1  to  its  R
          egistration Statement on Form S-1 (File No. 33-50624)
          and incorporated by this reference.
4.2       Specimen Form of Series A Warrant Certificate,  filed
          as  Exhibit 3.5 to the Company's Amendment  No. 2  to
          its  Registration Statement on Form S-1 (File No. 33-
          50624) and incorporated by this reference.
4.3       Amendment  to Amended and Restated Warrant Agreement,
          and  Amended and Restated Warrant agreement,  between
          registrant  and  American  Stock  Transfer  &   Trust
          Company,  as  warrant  agent for Redeemable  Warrants
          filed  as Exhibit 4.4 to the Company's Annual  Report
          on  Form 10-K for the Fiscal Year Ended December  31,
          1992.
                                  38
<PAGE>
4.4       Amended  Series  A Warrant Agreement,  and  Series  A
          Warrant  Agreement, between Registrant  and  American
          Stock Transfer & Trust Company, as warrant agent  for
          Series  A  Warrants  filed  as  Exhibit  4.5  to  the
          Company's  Annual Report on Form 10-K for the  Fiscal
          Year Ended December 31, 1992.
4.5       EV  Environmental, Inc. Stock Option Plan,  filed  as
**        Exhibit 19.3 to the Company's Amendment    No.  1  to
          its  Registration Statement on Form S-1 (File No. 33-
          50624) and incorporated by this reference.
4.6       Form  of 5-Year 9% Convertible Subordinated Debenture
          due  October 31, 1999 of the Company filed as Exhibit
          4.01  to  the  Company's Current Report on  Form  8-K
          dated  December  7,  1994 and  incorporated  by  this
          reference.
10.1      Employment Agreement between Dan L. Scroggins and PCI
**        dated December 9, 1991, filed as Exhibit 19.1 to  the
          Company's  Annual Report on Form 10-K for the  fiscal
          year ended December 31, 1991 and incorporated by this
          reference.
10.2      Stockholders'   Agreement  by  and   between   958147
          Ontario,  Inc.,  JBCH, Budd and  Beaver  Corporation,
          Castle  Corporation and Betco Inc. filed  as  Exhibit
          19.8 to the Company's Annual Report on Form 10-K  for
          the   fiscal  year  ended  December  31,   1991   and
          incorporated by this reference.
10.3      Employment Agreement between Michael R. Cox  and  the
**        Company  dated  December 9, 1991,  filed  as  Exhibit
          19.10 to the Company's Annual Report on Form 10-K for
          the   fiscal  year  ended  December  31,   1991   and
          incorporated by this reference.
10.4      Form  of  Registration Rights Agreement between  JBCH
          and  certain  of its stockholders, filed  as  Exhibit
          19.1  to the Company's Registration Statement on Form
          S-1  (File  No.  33-50624) and incorporated  by  this
          reference.
10.5      Promissory  note  payable to Murdoch  Heideman  dated
          December  20,  1993  filed as Exhibit  10.27  to  the
          Company's  Annual Report on Form 10-K for the  fiscal
          year ended December 31, 1993 and incorporated by this
          reference.
10.6      Promissory  note  payable  to  Jimmie  Dysert   dated
          December  20,  1993  file as  Exhibit  10.28  to  the
          Company's  Annual Report on Form 10-K for the  fiscal
          year ended December 31, 1993 and incorporated by this
          reference.
10.7      Promissory  note  payable to Murdoch  Heideman  dated
          January  1,  1994  filed  as  Exhibit  10.33  to  the
          Company's Annual Report on Form 10-KSB for the fiscal
          year ended December 31, 1994 and incorporated by this
          reference.
                                 39
<PAGE>
10.8      Promissory  note  payable  to  Jimmie  Dysert   dated
          January  1,  1994  filed  as  Exhibit  10.34  to  the
          Company's Annual Report on Form 10-KSB for the fiscal
          year ended December 31, 1994 and incorporated by this
          reference.
10.9      Promissory  note  payable to  Nadine  Heideman  dated
          December  31,  1994  filed as Exhibit  10.35  to  the
          Company's Annual Report on Form 10-KSB for the fiscal
          year ended December 31, 1994 and incorporated by this
          reference.
10.10     Stock  Option  Agreement  dated  November  30,   1994
          between the Company and Tenney filed as Exhibit  10.6
          to  the  Company's Current Report on Form  8-K  dated
          December 7, 1994 and incorporated by this reference.
10.11     Stock  Option  Agreement  dated  November  30,   1994
          between the Company and Pavoni filed as Exhibit  10.7
          to  the  Company's Current Report on Form  8-K  dated
          December 7, 1994 and incorporated by this reference.
10.12     Agreement  dated October 21, 1994 between the  United
          States  of  America, TPA, Tenney and Pavoni  for  the
          benefit of the Company filed as Exhibit 10.7  to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
10.13     Revolving  Loan  Agreement, dated December  8,  1994,
          between  the Subsidiaries and Society National  Bank,
          Indiana  (the "Bank") filed as Exhibit  10.8  to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
10.14     Master Revolving Note dated December 8, 1994, of  the
          Subsidiaries   in   favor  of   the   Bank   in   the
          principal amount of $750,000 filed as Exhibit 10.9 to
          the  Company's  Current  Report  on  Form  8-K  dated
          December 7, 1994 and incorporated by this reference.
          
10.15     Security  Agreement, dated December 8, 1994,  between
          EV  Engineering, Inc. and the Bank filed  as  Exhibit
          10.10  to  the Company's Current Report on  Form  8-K
          dated  December  7,  1994 and  incorporated  by  this
          reference.
10.16     Absolute,   Unconditional  and  Continuing  Guaranty,
          dated  December 8, 1994, of the Company in  favor  of
          the  Bank  filed  as Exhibit 10.11 to  the  Company's
          Current Report on Form 8-K dated December 7, 1994 and
          incorporated by this reference.
10.17     Confidential  Private  Placement  Memorandum  of   EV
          Environmental,  Inc.  dated October  24,  1994,  with
          Supplement  No. 1 dated November 17, 1994, Supplement
          No. 2 dated November 30, 1994, and Supplement No.  3.
          dated  December 14, 1994 (without exhibits) filed  as
          Exhibit 10.12 to the Company's Current Report on Form
          8-K  dated December 7, 1994 and incorporated by  this
          reference.
                                  40
<PAGE>

10.18     Pledge  Agreement,  dated as  of  December  5,  1994,
          between the Company, the holders of the Company's  5-
          Year  9%  Convertible  Subordinated  Debentures  (the
          "Debenture  holders")  and  Broad  and  Cassel   (the
          "Collateral  Agent") filed as Exhibit  10.13  to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
10.19     Security  Agreement, dated as of  December  5,  1994,
          between  the Subsidiaries, the Debenture holders  and
          the  Collateral Agent filed as Exhibit 10.14  to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
10.20     Collateral Agency Agreement, dated as of December  5,
          1994,  between the Company, the Subsidiaries and  the
          Collateral  Agent  filed  as  Exhibit  10.15  to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
10.21     Form  of  Subscription Agreement between the  Company
          and   each   of   the   Debentureholders,   including
          registration  rights filed as Exhibit  10.16  to  the
          Company's  Current Report on Form 8-K dated  December
          7, 1994 and incorporated by this reference.
10.22     Employment  Agreement by and between AOF and  Jeffrey
**        Plant  dated March 13, 1995, filed as **Exhibit 10.48
          to the Company's Annual Report on Form 10-KSB for the
          fiscal year ended December 31, 1995.
10.23     Form  of  5%  Series  A  Convertible  Debentures  due
          December  31,  1996 of the Company filed  as  Exhibit
          10.49  to the Company's Annual Report on Form  10-KSB
          for the fiscal year ended December 31, 1995.
10.24     Agreement to purchase real estate dated February  27,
          1996,  filed as Exhibit 10.50 to the Company's Annual
          Report  on  Form  10-KSB for the  fiscal  year  ended
          December 31, 1995.
16.1      Letter from Deloitte & Touche LLP regarding change in
          accounts  file as exhibit 16.1 to Current  Report  on
          Form 8-K dated December 26, 1996, incorporated herein
          by reference.
21.1      Subsidiaries of the Registrant
27.1*     Financial Data Schedule
          
*  Filed herewith
**  Management contract or compensatory plan arrangements

                                41
<PAGE>

(b) Reports on Form 8-K

1.   Current Report on Form 8-K dated December 26, 1996 regarding
  the dismissal of Deloitte & Touche LLP as the Company's auditing
  firm.

2.   Current form on Form 8-K dated January 14, 1997 regarding:
          a.   the appointment of Schnitzer & Kondub, Certified Public
            Accountants as the Company's auditing firm.
          b.   Recent sales of unregistered securities.





                                  42
<PAGE>

                     EV Environmental, Inc.
                  Annual Report on Form 10-KSB
                  Year Ended December 31, 1995

                       Index to Exhibits
No.                                                          Page
1.1    Underwriting Agreement between the Company and  Noble  
       Investment  Co.  of  Palm Beach  ("Noble")  filed  as
       Exhibit 1.1 to the Company's Annual Report on Form 10-
       K for the Fiscal Year Ended December 31, 1992.
       
1.2    Underwriter Warrant to Purchase Units of the Company,  
       filed  as  Exhibit  1.3 to Amendment  No.  4  to  the
       Company's  Registration Statement on Form  S-1  (File
       No. 33-50624) and incorporated by this reference.
2.1    Asset  Purchase  Agreement,  dated  October  7,  1994  
       between   EV  Environmental,  Inc.  (the  "Company"),
       Tenney  Pavoni Associates, Inc. ("TPA") and  Mark  W.
       Tenney  ("Tenney")  and Joseph L. Pavoni  ("Pavoni"),
       with Amendment No. 1 to the Asset Purchase Agreement,
       dated  October 30, 1994, and Amendment No. 2  to  the
       Asset  Purchase  Agreement dated  November  30,  1994
       filed  as Exhibit 2.1 to the Company's Current Report
       on  Form  8-K dated December 7, 1994 and incorporated
       by this reference.
       
2.2    Assignment, dated October 7, 1994, among the Company,  
       TPA,   Tenney,   Pavoni,   the   Company,          EV
       Engineering,   Inc.,   and  EV  Contract   Management
       Services, Inc. (EV Engineering, Inc. and EV  Contract
       Management Services, Inc. are hereinafter referred to
       as  the  "Subsidiaries") filed as Exhibit 2.2 to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
       
2.3    Agreement  of  Assumption of the Assumed Liabilities,  
       dated November 30, 1994, executed by the Subsidiaries
       filed  as Exhibit 2.3 to the Company's Current Report
       on  Form  8-K dated December 7, 1994 and incorporated
       by this reference.
2.4    Bill of Sale and Assignment executed by TPA filed  as  
       Exhibit 2.4 to the Company's Current Report on Form 8-
       K  dated  December 7, 1994 and incorporated  by  this
       reference.
3.1    Amended and Restated Certificate of Incorporation  of  
       the  Company,  filed as Exhibit 4.1 to the  Company's
       Quarterly  Report on Form 10-Q for the quarter  ended
       March 31, 1992 and incorporated by this reference.
3.2    Bylaws  of  the  Company, filed  as  Exhibit  1.3  to  
       Amendment   No.  4  to  the  Company's   Registration
       Statement  on  Form  S-1  (File  No.  33-50624)   and
       incorporated by this reference.
                                 43
<PAGE>
4.1    Specimen Form of Stock Certificate filed, as  Exhibit  
       3.3  to  the  Company's Amendment  No.  1  to  its  R
       egistration Statement on Form S-1 (File No. 33-50624)
       and incorporated by this reference.
4.2    Specimen Form of Series A Warrant Certificate,  filed  
       as  Exhibit 3.5 to the Company's Amendment  No. 2  to
       its  Registration Statement on Form S-1 (File No. 33-
       50624) and incorporated by this reference.
4.3    Amendment  to Amended and Restated Warrant Agreement,  
       and  Amended  and Restated Warrant         agreement,
       between  registrant  and American  Stock  Transfer  &
       Trust   Company,  as  warrant  agent  for  Redeemable
       Warrants filed as Exhibit 4.4 to the Company's Annual
       Report  on  Form  10-K  for  the  Fiscal  Year  Ended
       December 31, 1992.
4.4    Amended  Series  A Warrant Agreement,  and  Series  A  
       Warrant    Agreement,    between    Registrant    and
       American  Stock Transfer & Trust Company, as  warrant
       agent  for Series A Warrants filed as Exhibit 4.5  to
       the  Company's  Annual Report on Form  10-K  for  the
       Fiscal Year Ended December 31, 1992.
4.5    EV  Environmental, Inc. Stock Option Plan,  filed  as  
**     Exhibit 19.3 to the Company's Amendment    No.  1  to
       its  Registration Statement on Form S-1 (File No. 33-
       50624) and incorporated by this reference.
4.6    Form  of 5-Year 9% Convertible Subordinated Debenture  
       due  October 31, 1999 of the Company filed as Exhibit
       4.01  to  the  Company's Current Report on  Form  8-K
       dated  December  7,  1994 and  incorporated  by  this
       reference.
10.1   Employment Agreement between Dan L. Scroggins and PCI  
**     dated December 9, 1991, filed as Exhibit 19.1 to  the
       Company's  Annual Report on Form 10-K for the  fiscal
       year ended December 31, 1991 and incorporated by this
       reference.
10.2   Stockholders'   Agreement  by  and   between   958147  
       Ontario,  Inc.,  JBCH, Budd and  Beaver  Corporation,
       Castle  Corporation and Betco Inc. filed  as  Exhibit
       19.8 to the Company's Annual Report on Form 10-K  for
       the   fiscal  year  ended  December  31,   1991   and
       incorporated by this reference.
10.3   Employment Agreement between Michael R. Cox  and  the  
**     Company  dated  December 9, 1991,  filed  as  Exhibit
       19.10 to the Company's Annual Report on Form 10-K for
       the   fiscal  year  ended  December  31,   1991   and
       incorporated by this reference.
10.4   Form  of  Registration Rights Agreement between  JBCH  
       and  certain  of its stockholders, filed  as  Exhibit
       19.1  to the Company's Registration Statement on Form
       S-1  (File  No.  33-50624) and incorporated  by  this
       reference.
                                44
<PAGE>
10.5   Promissory  note  payable to Murdoch  Heideman  dated  
       December  20,  1993  filed as Exhibit  10.27  to  the
       Company's  Annual Report on Form 10-K for the  fiscal
       year ended December 31, 1993 and incorporated by this
       reference.
10.6   Promissory  note  payable  to  Jimmie  Dysert   dated  
       December  20,  1993  file as  Exhibit  10.28  to  the
       Company's  Annual Report on Form 10-K for the  fiscal
       year ended December 31, 1993 and incorporated by this
       reference.
10.7   Promissory  note  payable to Murdoch  Heideman  dated  
       January  1,  1994  filed  as  Exhibit  10.33  to  the
       Company's Annual Report on Form 10-KSB for the fiscal
       year ended December 31, 1994 and incorporated by this
       reference.
10.8   Promissory  note  payable  to  Jimmie  Dysert   dated  
       January  1,  1994  filed  as  Exhibit  10.34  to  the
       Company's Annual Report on Form 10-KSB for the fiscal
       year ended December 31, 1994 and incorporated by this
       reference.
10.9   Promissory  note  payable to  Nadine  Heideman  dated  
       December  31,  1994  filed as Exhibit  10.35  to  the
       Company's Annual Report on Form 10-KSB for the fiscal
       year ended December 31, 1994 and incorporated by this
       reference.
10.10  Stock  Option  Agreement  dated  November  30,   1994  
       between the Company and Tenney filed as Exhibit  10.6
       to  the  Company's Current Report on Form  8-K  dated
       December 7, 1994 and incorporated by this reference.
10.11  Stock  Option  Agreement  dated  November  30,   1994  
       between the Company and Pavoni filed as Exhibit  10.7
       to  the  Company's Current Report on Form  8-K  dated
       December 7, 1994 and incorporated by this reference.
10.12  Agreement  dated October 21, 1994 between the  United  
       States  of  America, TPA, Tenney and Pavoni  for  the
       benefit of the Company filed as Exhibit 10.7  to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
10.13  Revolving  Loan  Agreement, dated December  8,  1994,  
       between  the Subsidiaries and Society National  Bank,
       Indiana  (the "Bank") filed as Exhibit  10.8  to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
10.14  Master Revolving Note dated December 8, 1994, of  the  
       Subsidiaries   in   favor  of   the   Bank   in   the
       principal amount of $750,000 filed as Exhibit 10.9 to
       the  Company's  Current  Report  on  Form  8-K  dated
       December 7, 1994 and incorporated by this reference.
                                 45
<PAGE>                                                        
10.15  Security  Agreement, dated December 8, 1994,  between  
       EV  Engineering, Inc. and the Bank filed  as  Exhibit
       10.10  to  the Company's Current Report on  Form  8-K
       dated  December  7,  1994 and  incorporated  by  this
       reference.
10.16  Absolute,   Unconditional  and  Continuing  Guaranty,  
       dated  December 8, 1994, of the Company in  favor  of
       the  Bank  filed  as Exhibit 10.11 to  the  Company's
       Current Report on Form 8-K dated December 7, 1994 and
       incorporated by this reference.
10.17  Confidential  Private  Placement  Memorandum  of   EV  
       Environmental,  Inc.  dated October  24,  1994,  with
       Supplement  No. 1 dated November 17, 1994, Supplement
       No. 2 dated November 30, 1994, and Supplement No.  3.
       dated  December 14, 1994 (without exhibits) filed  as
       Exhibit 10.12 to the Company's Current Report on Form
       8-K  dated December 7, 1994 and incorporated by  this
       reference.
10.18  Pledge  Agreement,  dated as  of  December  5,  1994,  
       between the Company, the holders of the Company's  5-
       Year  9%  Convertible  Subordinated  Debentures  (the
       "Debenture  holders")  and  Broad  and  Cassel   (the
       "Collateral  Agent") filed as Exhibit  10.13  to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
10.19  Security  Agreement, dated as of  December  5,  1994,  
       between  the Subsidiaries, the Debenture holders  and
       the  Collateral Agent filed as Exhibit 10.14  to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
10.20  Collateral Agency Agreement, dated as of December  5,  
       1994,  between the Company, the Subsidiaries and  the
       Collateral  Agent  filed  as  Exhibit  10.15  to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
10.21  Form  of  Subscription Agreement between the  Company  
       and   each   of   the   Debentureholders,   including
       registration  rights filed as Exhibit  10.16  to  the
       Company's  Current Report on Form 8-K dated  December
       7, 1994 and incorporated by this reference.
10.22  Employment  Agreement by and between AOF and  Jeffrey  
**     Plant  dated March 13, 1995, filed as **Exhibit 10.48
       to the Company's Annual Report on Form 10-KSB for the
       fiscal year ended December 31, 1995.
10.23  Form  of  5%  Series  A  Convertible  Debentures  due  
       December  31,  1996 of the Company filed  as  Exhibit
       10.49  to the Company's Annual Report on Form  10-KSB
       for the fiscal year ended December 31, 1995.
                                  46
<PAGE>
10.24  Agreement to purchase real estate dated February  27,  
       1996,  filed as Exhibit 10.50 to the Company's Annual
       Report  on  Form  10-KSB for the  fiscal  year  ended
       December 31, 1995.
16.1   Letter from Deloitte & Touche LLP regarding change in  
       accounts  file as exhibit 16.1 to Current  Report  on
       Form 8-K dated December 26, 1996, incorporated herein
       by reference.
21.1*  Subsidiaries of the Registrant                        47 
27.1*  Financial Data Schedule                               48

                                                              
*  Filed herewith
** Management contract or compensatory plan arrangements

                                  47
<PAGE>
Exhibit 21.1
List of Subsidiaries

1008650 Ontario Inc., an Ontario corporation

Volumetric International Inc., an Ontario corporation

457575 Ontario Inc., an Ontario corporation

Aer-O-Flo Environmental Inc., an Ontario corporation

EV Environmental Systems, Inc., a Kentucky corporation

Pollution Control Engineering, Inc., a Delaware corporation

EV Engineering, Inc., a Delaware corporation

EV Contract Management Services, Inc., a Delaware corporation
                                  46
<PAGE>

Exhibit 27.1
Financial Data Schedule        
[ARTICLE] 6
[MULTIPLIER] 1,000
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   YEAR
[FISCAL-YEAR-END]                          DEC-31-1996
[PERIOD-END]                               DEC-31-1996
[CASH]                                             454
[SECURITIES]                                         0
[RECEIVABLES]                                     4519
[ALLOWANCES]                                       130
[INVENTORY]                                        205
[CURRENT-ASSETS]                                   388
[PP&E]                                             626
[DEPRECIATION]                                     320
[TOTAL-ASSETS]                                   11160
[CURRENT-LIABILITIES]                             5839
[BONDS]                                           2396
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                            53
[OTHER-SE]                                        2672
[TOTAL-LIABILITY-AND-EQUITY]                     11160
[SALES]                                          14028
[TOTAL-REVENUES]                                 14028
[CGS]                                            10036
[TOTAL-COSTS]                                     3804
[OTHER-EXPENSES]                                     0
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                                 481
[INCOME-PRETAX]                                  (293)
[INCOME-TAX]                                         0
[INCOME-CONTINUING]                              (293)
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                     (293)
[EPS-PRIMARY]                                    (.07)
[EPS-DILUTED]                                    (.07)
</TABLE>