UNITED STATES





Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2000

OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number 1-11871

Commodore Applied Technologies, Inc.



|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Delaware                                                        |  | 11-3312952                           
|(State or other jurisdiction of
	incorporation or organization) |  | (I.R.S. Employer
	Identification No.)
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|150 East 58th Street
	New York, New York                        |  | 10155                                
|(Address of principal executive office)                         |  | (Zip Code)                           

Registrants telephone number, including area code: 
(212) 308-5800

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

The number of shares the common
stock outstanding at May 5, 2000 was 32,108,696.



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COMMODORE APPLIED TECHNOLOGIES, INC.

FORM 10-Q



INDEX

|                              |  |                                                                                                        |    |          |   | 
|----------------------------- |  | ------------------------------------------------------------------------------------------------------ | -- | -------- | - | 
|                              |  |                                                                                                        |    | Page No.
|                              |  |                                                                                                        |    |         
|                             
|                             
|                             
|                             
|Part I  Financial Information |  |                                                                                                        | 1  |         
|Item 1.                       |  | Financial Statements (Unaudited)                                                                       |    |          |   | 
|                              |  | Condensed Consolidated Balance Sheet 
	March 31, 2000 and December 31, 1999                           |    |          | 1 | 
|                              |  | Condensed Consolidated Statement of Operations 
	Three months ended March 31, 2000 and March 31, 1999 |    |          | 3 | 
|                              |  | Condensed Consolidated Statement of Cash Flows 
	Three months ended March 31, 2000 and March 31, 1999 |    |          | 4 | 
|                              |  | Notes to Condensed Consolidated Financial Statements                                                   |    |          | 5 | 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations                 |    |          | 9 | 
|                             
|                             
|                             
|                             
|Part II  Other Information    |  |                                                                                                        | 13 |         
|                             
|                             
|                             
|                             
|Signatures                    |  |                                                                                                        | 14 |         

i



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PART I  FINANCIAL INFORMATION

ITEM 1:  Financial Statements

COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEET


(Dollars in Thousands, except per share data)


|                            |                                                                                                    |                      |       |              |        |  |       |       |        | 
|--------------------------- | -------------------------------------------------------------------------------------------------- | -------------------- | ----- | ------------ | ------ |  | ----- | ----- | ------ | 
|                            |                                                                                                    | March 31,            |       | December 31,
|                            |                                                                                                    | 2000                 |       | 1999        
|                            |                                                                                                    |                      |       |             
|                            |                                                                                                    | (unaudited)          |       |             
|ASSETS                     
|                           
|                           
|                           
|                           
|                           
|Current Assets:             |                                                                                                    |                      |       |              |        |  |       |      
|                           
|                           
|                           
|                           
|                            | Cash and cash equivalents                                                                          |                      | $     | 2,298        |        |  | $     | 1,797 |       
|                           
|                           
|                           
|                           
|                            | Accounts receivable, net                                                                           |                      |       | 3,304        |        |  |       | 3,552 |       
|                           
|                           
|                           
|                           
|                            | Notes and advances to related parties                                                              |                      |       | 261          |        |  |       | 265   |       
|                           
|                           
|                           
|                           
|                            | Restricted cash and equivalents                                                                    |                      |       | 21           |        |  |       | 21    |       
|                           
|                           
|                           
|                           
|                            | Prepaid assets and other current receivables                                                       |                      |       | 743          |        |  |       | 366   |       
|                            |                                                                                                    |                      |       |              |        |  |       |      
|                            |                                                                                                    | Total Current Assets |       |              | 6,627  |  |       |       | 6,001  | 
|                           
|                           
|                           
|                           
|Investments and advances    |                                                                                                    |                      | 325   |              |        |  |      |      
|                           
|                           
|                           
|                           
|Property and equipment, net |                                                                                                    |                      | 2,250 |              |        |  | 2,244 |      
|Other assets                |                                                                                                    |                      |       |              |        |  |       |      
|                           
|                           
|                           
|                           
|                            | Patents and completed technology, net of accumulated amortization
	 of $512 and $478, respectively |                      |       | 927          |        |  |       | 961   |       
|                           
|                           
|                           
|                           
|                            | Goodwill, net of accumulated amortization of $895 and $831,
	respectively                          |                      |       | 6,777        |        |  |       | 6,841 |       
|                            |                                                                                                    |                      |       |              |        |  |       |      
|                            |                                                                                                    | Total Assets         |       | $            | 16,906 |  |       | $     | 16,047 | 
|                            |                                                                                                    |                      |       |              |        |  |       |      

See notes to condensed consolidated financial statements.

1



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COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEET


(Dollars in Thousands, except per share data)


|                                     |                                                                  |                                                                                                                      |                                            |              |    |        |     |         |    |        | 
|------------------------------------ | ---------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------ | -- | ------ | --- | ------- | -- | ------ | 
|                                     |                                                                  | March 31,                                                                                                            |                                            | December 31,
|                                     |                                                                  | 2000                                                                                                                 |                                            | 1999        
|                                     |                                                                  |                                                                                                                      |                                            |             
|                                     |                                                                  | (unaudited)                                                                                                          |                                            |             
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|                                    
|Current Liabilities:                 |                                                                  |                                                                                                                      |                                            |              |    |        |     |        
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                                                 |                                                                                                                      | $                                          | 1,659        |    |        | $   | 1,792   |   
|                                    
|                                    
|                                    
|                                    
|                                     | Current portion of long term debt                                |                                                                                                                      |                                            | 335          |    |        |     | 200     |   
|                                    
|                                    
|                                    
|                                    
|                                     | Line of credit                                                   |                                                                                                                      |                                            | 965          |    |        |     | 948     |   
|                                    
|                                    
|                                    
|                                    
|                                     | Other accrued liabilities                                        |                                                                                                                      |                                            | 2,029        |    |        |     | 2,255   |   
|                                     |                                                                  |                                                                                                                      |                                            |              |    |        |     |        
|                                     |                                                                  |                                                                                                                      | Total Current Liabilities                  |              |    | 4,988  |     |         |    | 5,195  | 
|                                    
|                                    
|                                    
|                                    
|Long term debt                       |                                                                  |                                                                                                                      | 866                                        |              |    |        | 716 |        
|                                    
|                                    
|                                    
|                                    
|Notes payable to related parties     |                                                                  |                                                                                                                      | 185                                        |              |    |        | 185 |        
|                                     |                                                                  |                                                                                                                      |                                            |              |    |        |     |        
|                                     |                                                                  |                                                                                                                      | Total Liabilities                          |              |    | 6,039  |     |         |    | 6,096  | 
|                                    
|                                    
|                                    
|                                    
|Commitments and contingencies        |                                                                  |                                                                                                                      |                                           |              |    |        |    |        
|Stockholders Equity                 |                                                                  |                                                                                                                      |                                            |              |    |        |     |        
|                                     | Convertible Preferred Stock, Series E & F Par value
	 $0.001 per |                                                                                                                      |                                            |              |    |        |     |         |   
|                                     |                                                                  | share, 5% to 12% cumulative dividends, 601,700 and                                                                   |                                            |              |    |        |     |         |    |       
|                                     |                                                                  | 335,000 shares authorized, issued and outstanding as of                                                              |                                            |              |    |        |     |         |    |       
|                                     |                                                                  | March 31, 2000 and December 31, 1999, respectively. The                                                              |                                            |              |    |        |     |         |    |       
|                                     |                                                                  | shares had an aggregate liquidation value of $7,022,000                                                              |                                            |              |    |        |     |         |    |       
|                                     |                                                                  | and $4,355,000 at March 31, 2000 and December 31, 1999                                                               |                                            |              |    |        |     |         |    |       
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                  | respectively                                                                                                         |                                            |              |   |        |     |         |   |       
|                                     | Common Stock, par value $0.001 per share, 100,000,000 
	shares   |                                                                                                                      |                                            |              |    |        |     |         |   
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                  | authorized, 31,134,544 and 30,962,938 issued and outstanding, at
	March 31, 2000 and December 31, 1999, respectively |                                            |              | 31 |        |     |         | 31 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Additional paid-in capital                                       |                                                                                                                      |                                            | 51,082       |    |        |     | 49,350  |   
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated deficit                                              |                                                                                                                      |                                            | (40,246      | )  |        |     | (39,430 | ) 
|                                     |                                                                  |                                                                                                                      |                                            |              |    |        |     |        
|                                     |                                                                  |                                                                                                                      | Total Stockholders Equity                 |              |    | 10,867 |     |         |    | 9,951  | 
|                                     |                                                                  |                                                                                                                      |                                            |              |    |        |     |        
|                                     |                                                                  |                                                                                                                      | Total Liabilities and Stockholders Equity |              | $  | 16,906 |     |         | $  | 16,047 | 
|                                     |                                                                  |                                                                                                                      |                                            |              |    |        |     |        

See notes to condensed consolidated financial statements.

2



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COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


(Unaudited  Dollars in Thousands, except per share
data)


|                                                             |                               |                            |        |           |       |   |        |       |       | 
|------------------------------------------------------------ | ----------------------------- | -------------------------- | ------ | --------- | ----- | - | ------ | ----- | ----- | 
|                                                             |                               |                           
|                                                             |                               | Three months ended        
|                                                             |                               |                           
|                                                             |                               | March 31,                  |        | March 31,
|                                                             |                               | 2000                       |        | 1999     
|                                                             |                               |                            |        |          
|Contract revenues                                            |                               | $                          | 4,332  |           |       | $ | 3,796  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Costs and expenses:                                          |                               |                            |        |           |       |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Cost of sales                 |                            |        | 3,931     |       |   |        | 3,454 |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Research and development      |                            |        | 245       |       |   |        | 285   |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | General and administrative    |                            |        | 780       |       |   |        | 752   |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Depreciation and amortization |                            |        | 162       |       |   |        | 187   |      
|                                                             |                               |                            |        |           |       |   |        |      
|                                                             |                               | Total costs and expenses   |        |           | 5,118 |   |        |       | 4,678 | 
|                                                             |                               |                            |        |           |       |   |        |      
|Loss from operations                                         |                               |                            | (786   | )         |       |   | (882   | )    
|                                                             |                               |                            |        |           |       |   |        |      
|Other income (expense):                                      |                               |                            |        |           |       |   |        |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Interest income               |                            |        | 17        |       |   |        | 17    |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Interest expense              |                            |        | (48       | )     |   |        | (15   | )    
|                                                             |                               |                            |        |           |       |   |        |      
|                                                             |                               | Net other income (expense) |        |           | (31   | ) |        |       | 2     | 
|                                                             |                               |                            |        |           |       |   |        |      
|Loss before income taxes                                     |                               |                            | (817   | )         |       |   | (880   | )    
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Income taxes                  |                            |        |          |       |   |        |      |      
|                                                             |                               |                            |        |           |       |   |        |      
|                                                             | Net loss                      |                            | $      | (817      | )     |   | $      | (880  | )    
|                                                             |                               |                            |        |           |       |   |        |      
|                                                            
|                                                             | Loss per share                |                            | $      | (.03      | )     |   | $      | (.04  | )    
|                                                             |                               |                            |        |           |       |   |        |      
|                                                            
|Number of weighted average shares outstanding (in thousands) |                               |                            | 31,041 |           |       |   | 23,702 |      
|                                                             |                               |                            |        |           |       |   |        |      

See notes to condensed consolidated financial statements.

3



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COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


(Unaudited  Dollars in Thousands, except per share
data)


|                                      |                                                                              |                                                         |                             |                                                  |     |      |        |      |     |      |        |  
|------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------------- | --------------------------- | ------------------------------------------------ | --- | ---- | ------ | ---- | --- | ---- | ------ | -
|                                      |                                                                              |                                                        
|                                      |                                                                              | Three months ended                                     
|                                      |                                                                              |                                                        
|                                      |                                                                              | March 31,                                               |                             | March 31,                                       
|                                      |                                                                              | 2000                                                    |                             | 1999                                            
|                                      |                                                                              |                                                         |                             |                                                 
|Cash flows from operating activities: |                                                                              |                                                         |                             |                                                  |     |      |        |     
|                                     
|                                     
|                                     
|                                     
|                                      | Net loss                                                                     |                                                         | $                           | (817                                             | )   |      | $      | (880 | )  
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net loss to net cash used in operating
	activities: |                                                         |                             |                                                  |     |      |        |      |    
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              | Depreciation and amortization                           |                             |                                                  | 162 |      |        |      | 187 |     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              | Changes in assets and liabilities, net of acquisitions: |                             |                                                  |     |      |        |      |     |     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              |                                                         | Accounts receivable         |                                                  |     | 249  |        |      |     | 404  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              |                                                         | Prepaid assets              |                                                  |     | (378 | )      |      |     | (16  | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              |                                                         | Accounts payable            |                                                  |     | (133 | )      |      |     | (274 | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              |                                                         | Payables to related parties |                                                  |     |     |        |      |     | (5   | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                              |                                                         | Other liabilities           |                                                  |     | (226 | )      |      |     | (429 | )     
|                                      |                                                                              |                                                         |                             |                                                  |     |      |        |     
|                                      |                                                                              |                                                         |                             | Net cash provided/(used) in operating activities |     |      | (1,143 | )    |     |      | (1,013 | )
|                                     
|                                     
|                                     
|                                     
|Cash flows from investing activities: |                                                                              |                                                         |                             |                                                  |     |      |        |     
|                                     
|                                     
|                                     
|                                     
|                                      | Purchase of equipment                                                        |                                                         |                             | (69                                              | )   |      |        | (265 | )  
|                                     
|                                     
|                                     
|                                     
|                                      | Acquisition of patents                                                       |                                                         |                             |                                                 |     |      |        |     |    
|                                     
|                                     
|                                     
|                                     
|                                      | Advances to related parties                                                  |                                                         |                             | 4                                                |     |      |        | 15   |    
|                                     
|                                     
|                                     
|                                     
|                                      | Other investments                                                            |                                                         |                             | (325                                             | )   |      |        |     |    
|                                      |                                                                              |                                                         |                             |                                                  |     |      |        |     
|                                      |                                                                              |                                                         |                             | Net cash provided/(used) in investing activities |     |      | (390   | )    |     |      | (250   | )
|                                     
|                                     
|                                     
|                                     
|Cash flows from financing activities: |                                                                              |                                                         |                             |                                                  |     |      |        |     
|                                     
|                                     
|                                     
|                                     
|                                      | Increase in (repayment of) line of credit                                    |                                                         |                             | 16                                               |     |      |        | 27   |    
|                                     
|                                     
|                                     
|                                     
|                                      | Increase in notes and loans payable                                          |                                                         |                             | 285                                              |     |      |        |     |    
|                                     
|                                     
|                                     
|                                     
|                                      | Preferred stock dividends                                                    |                                                         |                             | (112                                             | )   |      |        |     |    
|                                     
|                                     
|                                     
|                                     
|                                      | Proceeds from sale of preferred stock and warrants                           |                                                         |                             | 1,770                                            |     |      |        |     |    
|                                     
|                                     
|                                     
|                                     
|                                      | Proceeds from sale of common stock                                           |                                                         |                             | 75                                               |     |      |        |      |    
|                                      |                                                                              |                                                         |                             |                                                  |     |      |        |     
|                                      |                                                                              |                                                         |                             | Net cash provided/(used) in financing activities |     |      | 2,034  |      |     |      | 27     |  
|                                     
|                                     
|                                     
|                                     
|Increase (decrease) in cash           |                                                                              |                                                         | 501                         |                                                  |     |      | (1,236 | )   
|                                     
|                                     
|                                     
|                                     
|Cash, beginning of period             |                                                                              |                                                         | 1,797                       |                                                  |     |      | 1,798  |     
|                                      |                                                                              |                                                         |                             |                                                  |     |      |        |     
|Cash, end of period                   |                                                                              | $                                                       | 2,298                       |                                                  |     | $    | 562    |     
|                                      |                                                                              |                                                         |                             |                                                  |     |      |        |     

See notes to condensed consolidated financial statements.

4



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COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL


STATEMENTS (UNAUDITED)


March 31, 2000


Note A  Basis of Presentation

The accompanying unaudited condensed consolidated financial
statements for Commodore Applied Technologies, Inc. and
subsidiaries (the Company or Applied)
have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of
Regulation S-X. The financial statement information was
derived from unaudited financial statements unless indicated
otherwise. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year
ending December 31, 2000.

The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the Companys
audited financial statements included in the Companys
annual report on Form 10-K/ A for the year ended
December 31, 1999.

Certain prior-year amounts have been reclassified to conform to
the current year presentation.

The accompanying financial statements have been prepared under
the assumption that Applied will continue as a going concern.
Such assumption contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. For
 the years ended December 31, 1999, 1998, and 1997, Applied
incurred losses exclusive of their gains on the sale of an
affiliate and extraordinary item of $3,985,000, $13,353,000 and
$15,694,000, respectively. Applied has also experienced net cash
outflows from operating activities of $2,888,000, $9,155,000 and
$8,220,000 for the years ended December 31, 1999, 1998 and
1997, respectively. The financial statements do not include any
adjustments that might be necessary should Applied be unable to
continue as a going concern. Applieds continuation as a
going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis,
to obtain additional financing as may be required, and ultimately
 to attain profitability. Potential sources of cash include new
contracts, external debt, the sale of new shares of company stock
 or alternative methods such as mergers or sale transactions. No
assurances can be given, however, that Applied will be able to
obtain any of these potential sources of cash.

As explained in Note B, in March 2000, Applied completed a
$2.0 million financing through a private placement. Net
proceeds to the Company were $1.77 million. With this
additional cash, it appears that Applied will be able to meet its
 obligations on a timely basis and continue as a going concern.

Anticipated losses on contracts are provided for by a charge to
income during the period such losses are identified. Changes in
job performance, job conditions, estimated profitability
(including those arising from contract penalty provisions) and
final contract settlements may result in revisions to cost and
income and are recognized in the period in which the revisions
are determined. Allowances for anticipated losses totaled
$118,000 at December 31, 1999 and March 31, 2000.

The consolidated financial statements include the accounts of the
 Company and its majority-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated. The
investment in

5



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COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)  (Continued)


Teledyne-Commodore, LLC, a 50% owned joint venture with
Teledyne Environmental, Inc., has been accounted for under
the equity method as the Company does not have a controlling
interest in the venture. This investment is carried at $0 at
December 31, 1999 and $325,000 at March 31, 2000. In
the first quarter of 2000, the Company made an additional
investment of $325,000 in the LLC. The Company will continue to
monitor the carrying value of its investment. The LLC repaid
advances totaling $143,000 in the first quarter of 2000. The
Company had previously charged off these advances. This recovery
was recorded as an offset to Research and Development Costs.

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

Note B  Stockholders Equity

The Certificate of Incorporation was amended in 1999, increasing
authorized shares of common stock from 75,000,000 to 100,000,000.

Convertible Preferred Stock

In March 2000, Applied completed $2 million in financing
through private placement. The Company issued 266,700 shares
 of a new Series F convertible preferred stock, convertible
into the Companys common stock at any time on or after
September 30, 2000. On conversion the investor will receive
for each converted preferred share the greater number of Company
common shares as determined by (1) the face per share ($10)
plus accrued dividend divided by the average of the closing
prices over a ten consecutive trading day period ending on the
Trading day immediately preceding the Conversion date or
(2) $7.50 (the cash invested for each preferred share)
divided by $1.93875.

The Series F convertible preferred stock has a liquidation
preference of $10, per share. In addition, the Company
issued warrants to purchase 363,475 shares of common stock
at $1.93875 per share. These warrants expire on
March 16, 2005.

The Series F convertible preferred stock has an annual
dividend rate of 12% through September 30, 2000 and 5%
thereafter, paid quarterly. Transaction costs totaled $230,000
resulting in net proceeds to the Company of $1.77 million.

Common Stock

In March 2000, the Company settled a dispute over financing
commissions, in part, by committing to issue 100,000 shares
of the Companys unregistered common stock, par value
$0.001. This commitment will be charged to Additional Paid in
Capital as additional transaction costs upon stock issuance
scheduled for April 2000.

6



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COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)  (Continued)


Note C  Segment Information

Using the guidelines set forth in SFAS No. 131,
Disclosures About Segments of an Enterprise and Related
Information, Applied has identified three reportable
segments in which it operates based on the services it provides.
The reportable segments are as follows: Commodore Advanced
Sciences (CASI), which primarily provides various
engineering, legal, sampling and public relations services to
Government agencies on a cost plus basis and Solution, which is
developing and constructing equipment to treat mixed and
hazardous waste through a patented process using sodium and
anhydrous ammonia. Common overhead costs are allocated between
segments based on a record of time spent by executives. Applied
evaluates segment performance based on the segments net
income (loss). Applieds foreign and export sales and assets
 located outside of the United States are not significant.
Summarized financial information concerning Applieds
reportable segments is shown in the following table.

Three Months Ended March 31, 2000

|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |        |      |     | 
|---------------------------------- | --------------------------------------------- | ------------------------ | ------ | ----- | ----- | -------- | ----- | --------- | ----- | - | ----- | --- | --- | - | ------ | ---- | --- | 
|                                   |                                               |                          |        |       |       |          |       | Corporate
|                                   |                                               |                          |        |       |       |          |       | Overhead 
|                                   |                                               | Total                    |        | CASI  |       | Solution |       | and Other
|                                   |                                               |                          |        |       |       |          |       |          
|Contract Revenues                  |                                               | $                        | 4,332  |       |       | $        | 4,287 |           |       | $ | 20    |     |     | $ | 25     |     
|Costs and expenses                 |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |        |     
|                                  
|                                  
|                                  
|                                  
|                                   | Cost of Sales                                 |                          |        | 3,931 |       |          |       | 3,896     |       |   |       | 35  |     |   |        |     |    
|                                  
|                                  
|                                  
|                                  
|                                   | Research and Development                      |                          |        | 245   |       |          |       |          |       |   |       | 388 |     |   |        | (143 | )  
|                                  
|                                  
|                                  
|                                  
|                                   | General and Administrative                    |                          |        | 780   |       |          |       | 280       |       |   |       |    |     |   |        | 500  |    
|                                  
|                                  
|                                  
|                                  
|                                   | Depreciation and Amortization                 |                          |        | 162   |       |          |       | 20        |       |   |       | 42  |     |   |        | 100  |    
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |        |     
|                                   |                                               | Total costs and expenses |        |       | 5,118 |          |       |           | 4,196 |   |       |     | 465 |   |        |      | 457 | 
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |        |     
|Income (Loss) from Operations      |                                               |                          | (786   | )     |       |          | 91    |           |       |   | (445  | )   |     |   | (432   | )   
|                                  
|                                  
|                                  
|                                  
|                                   | Interest Income                               |                          |        | 17    |       |          |       |          |       |   |       |    |     |   |        | 17   |    
|                                  
|                                  
|                                  
|                                  
|                                   | Interest Expense                              |                          |        | (48   | )     |          |       | (33       | )     |   |       | (15 | )   |   |        |     |    
|                                  
|                                  
|                                  
|                                  
|                                   | Equity in losses of Unconsolidated subsidiary |                          |        |      |       |          |       |          |       |   |       |    |     |   |        |     |    
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |        |     
|Net Income (Loss)                  |                                               | $                        | (817   | )     |       | $        | 58    |           |       | $ | (460  | )   |     | $ | (415   | )   
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |        |     
|                                  
|Total Assets                       |                                               | $                        | 16,906 |       |       | $        | 3,170 |           |       | $ | 2,624 |     |     | $ | 11,112 |     
|                                  
|                                  
|                                  
|                                  
|                                  
|Expenditures for long-lived assets |                                               | $                        | 69     |       |       | $        | 2     |           |       | $ | 67    |     |     | $ |       |     

7



---



COMMODORE APPLIED TECHNOLOGIES, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)  (Continued)


Three Months Ended March 31, 1999

|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |       |     |     | 
|---------------------------------- | --------------------------------------------- | ------------------------ | ------ | ----- | ----- | -------- | ----- | --------- | ----- | - | ----- | --- | --- | - | ----- | --- | --- | 
|                                   |                                               |                          |        |       |       |          |       | Corporate
|                                   |                                               |                          |        |       |       |          |       | Overhead 
|                                   |                                               |                          |        |       |       |          |       | and      
|                                   |                                               | Total                    |        | CASI  |       | Solution |       | Other    
|                                   |                                               |                          |        |       |       |          |       |          
|Contract Revenues                  |                                               | $                        | 3,796  |       |       | $        | 3,796 |           |       | $ |      |     |     | $ |      |    
|Costs and expenses                 |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |       |    
|                                  
|                                  
|                                  
|                                  
|                                   | Cost of Sales                                 |                          |        | 3,454 |       |          |       | 3,454     |       |   |       |    |     |   |       |    |    
|                                  
|                                  
|                                  
|                                  
|                                   | Research and Development                      |                          |        | 285   |       |          |       |          |       |   |       | 285 |     |   |       |    |    
|                                  
|                                  
|                                  
|                                  
|                                   | General and Administrative                    |                          |        | 752   |       |          |       | 267       |       |   |       | 6   |     |   |       | 479 |    
|                                  
|                                  
|                                  
|                                  
|                                   | Depreciation and Amortization                 |                          |        | 187   |       |          |       | 27        |       |   |       | 89  |     |   |       | 71  |    
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |       |    
|                                   |                                               | Total costs and expenses |        |       | 4,678 |          |       |           | 3,748 |   |       |     | 380 |   |       |     | 550 | 
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |       |    
|Income (Loss) from Operations      |                                               |                          | (882   | )     |       |          | 48    |           |       |   | (380  | )   |     |   | (550  | )  
|                                  
|                                  
|                                  
|                                  
|                                   | Interest Income                               |                          |        | 17    |       |          |       |          |       |   |       |    |     |   |       | 17  |    
|                                  
|                                  
|                                  
|                                  
|                                   | Interest Expense                              |                          |        | (15   | )     |          |       | (15       | )     |   |       |    |     |   |       |    |    
|                                  
|                                  
|                                  
|                                  
|                                   | Equity in losses of Unconsolidated subsidiary |                          |        |      |       |          |       |          |       |   |       |    |     |   |       |    |    
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |       |    
|Net Income (Loss)                  |                                               | $                        | (880   | )     |       | $        | 33    |           |       | $ | (380  | )   |     | $ | (533  | )  
|                                   |                                               |                          |        |       |       |          |       |           |       |   |       |     |     |   |       |    
|                                  
|Total Assets                       |                                               | $                        | 14,056 |       |       | $        | 3,145 |           |       | $ | 2,094 |     |     | $ | 8,817 |    
|                                  
|                                  
|                                  
|                                  
|                                  
|Expenditures for long-lived assets |                                               | $                        | 265    |       |       | $        |      |           |       | $ | 265   |     |     | $ |      |    

Note D  Contingencies

Applied has matters of litigation arising in the ordinary course
of business which in the opinion of management will not have a
material adverse effect on its financial condition or results of
operations.

Note E  Subsequent Event

The Company announced in May 2000 that it has entered into an
agreement to acquire 81% of Dispute Resolution Management, Inc.
(DRM), an international consulting firm specializing
in the management and settlement of complex, latent and long-term
 tail insurance claims, including environmental, asbestos,
products liability and other claims, for large corporate and
government clients.

The purchase price for the DRM assets and business is
approximately $15 million, plus 1 million shares of
company common stock and warrants to purchase an additional
1 million shares of common stock at $2.00 per share. The DRM
 stockholders, who will continue to own a 19 percent
interest in the business, are entitled to receive on-going
payments over a five-year period based on a percentage of the
profits generated by the existing DRM business. Consummation of
this transaction is subject to a number of conditions, including
a satisfactory due diligence investigation and financing.

8



---





|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|ITEM 2. | Managements Discussion and Analysis of Financial
	Condition and Results of Operation

Overview

Commodore Applied Technologies, Inc. and subsidiaries (the
Company or Applied), is engaged in the
destruction and neutralization of hazardous waste from other
materials. Applied owns technologies related to the separation
and destruction of polychlorinated biphenyls (PCBs) and
chlorofluorocarbons (CFCs).

Applied is currently working on the commercialization of these
technologies through development efforts, licensing arrangements
and joint ventures. Through Commodore Advanced
Sciences, Inc. (CASI), formerly Advanced
Sciences, Inc., a subsidiary acquired on October 1,
1996, Applied has contracts with various government agencies and
private companies in the United States and abroad. As some
government contracts are funded in one-year increments, there is
a possibility for cutbacks as these contracts constitute a major
portion of CASIs revenues, and such a reduction would
materially affect the operations. However, management believes
the subsidiarys existing client relationships will allow
Applied to obtain new contracts in the future.

Results of Operations



| |                                                                                 
| | --------------------------------------------------------------------------------
| | Three Months Ended March 31, 2000 Compared to Three
	Months Ended March 31, 1999

Revenues were $4,332,000 for the three months ended
March 31, 2000, compared to $3,796,000 for the three months
ended March 31, 1999. Such revenues were primarily from the
Companys ASI subsidiary, and consisted of engineering and
scientific services performed for the United States government
under a variety of contracts, most of which provide for
reimbursement of cost plus fixed fees. Revenue under
cost-reimbursement contracts is recorded under the percentage of
completion method as costs incurred and include estimated fees in
 the proportion that costs to date bear to total estimated costs.
 The Company has seen some increase in annualized sales volume as
 there was unusually high activity on a major contract in the
first quarter of 2000 that we expect to reduce to normal levels
for the remainder of the year. The Company has two major
customers, each of which represent more than 10% of total
revenue. The combined revenue for these two customers was
$3,912,000 or 90.3% of total revenues for the period ending
March 31, 2000. Cost of sales were $3,931,000 for the period
 ending March 31, 2000 compared to $3,454,000 for the period
 ending March 31, 1998. These amounts are a consistent
percentage of sales.

For the three months ended March 31, 2000, the Company
incurred research and development costs of $245,000 as compared
to $285,000 for the three months ended March 31, 1999.
Research and development costs include salaries, wages, and other
 related costs of personnel engaged in research and development
activities, contract services and materials, test equipment and
rent for facilities involved in research and development
activities. Research and development costs are expensed when
incurred, except that those costs related to the design or
construction of an asset having an economic useful life are
capitalized, and then depreciated over the estimated useful life
of the asset.

General and administrative expenses for the three months ended
March 31, 2000 were $780,000 as compared to $752,000 for the
 three months ended March 31, 1999. This difference is not
deemed material.

9



---



Interest income was $17,000 for the three months ended
March 31, 2000, as compared to $17,000 for the three months
ended March 31, 1999.

Interest expense for the three months ended March 31, 2000
was $48,000 as compared to $15,000 for the three months ended
March 31, 1999. This is due to the increase in debt between
periods, primarily the term loan secured by equipment.

Equity in losses of unconsolidated subsidiary for the three
months ended March 31, 2000 was $0 as compared to $0 for the
 three months ended March 31, 1999. The Companys
Teledyne-Commodore, LLC joint venture commenced operations
in October 1996. The LLC joint venture reported a minor profit
for the first three months of 2000.

Liquidity and Capital Resources

At March 31, 2000 and December 31,1999, CASI had a
$965,000 and $948,000 outstanding balance, respectively, on its
revolving lines of credit. In August 1998, CASI refinanced their
line of credit. The line of credit is not to exceed 75% of
eligible receivable or $2,000,000 and is due August 4, 2000
with interest payable monthly at prime plus 1.5 percent
(9.25 percent as of March 31, 2000). The credit line is
 collateralized by the assets of CASI and is guaranteed by
Applied. This line of credit contains certain financial covenants
 and restrictions including minimum ratios that CASI must
satisfy. CASI was in compliance with the covenants at
March 31, 2000 and December 31, 1999.

The line of credit was amended July 15, 1999 to include a
promissory note of $1,000,000 secured by substantially all the
property and equipment of the Company. The term loan is payable
at $16,667 per month plus interest.

For the three months ended March 31, 2000, the Company
incurred a net loss of $817,000 as compared to a net loss of
$880,000 for the three months ended March 31, 1999. For the
years ended December 31, 1999, 1998 and 1997, the Company
incurred losses and also experienced net cash outflows from
operating activities. At March 31, 2000 the Company had
working capital of $1,639,000 and shareholders equity of
$10,867,000.

The contract with one customer, representing $3,016,000, or 69.6%
 of the first quarter 2000 revenues is scheduled to end on
September 30, 2000. The Company expects to be successful
with its efforts to rebid this work, but at a significantly
reduced level. The Company uses many subcontractors to service
this account, and it is anticipated that much of this subcontract
 work will be reduced or eliminated with the anticipated work
reduction. The negative impact on profits from this work
reduction should be offset by increases in other areas of the
Companys business.

In November 1999, Applied completed $2.5 million in
financing through private placement. The Company issued
335,000 shares of a new Series E convertible preferred
stock, convertible into the Companys common stock at the
market price, after April 30, 2000 and up through
April 30, 2003 at which time it automatically converts to
the Companys common stock. The Series E convertible
preferred stock has a variable rate dividend averaging 8.15% over
 the term of the securities.

10



---



In March 2000, Applied completed $2 million in financing
through private placement. The company issued 266,700 shares
 of a new Series F convertible preferred stock, convertible
into the Companys common stock at any time on or after
September 30, 2000. On conversion the investor will receive
for each converted preferred share the greater number of Company
common shares as determined by (1) the face per share ($10)
plus accrued dividend divided by the average of the closing
prices over a ten consecutive trading day period ending on the
Trading day immediately preceding the Conversion date or
(2) $7.50 (the cash invested for each preferred share)
divided by $1.93875.

The Series F convertible preferred stock has a liquidation
preference of $10, per share. In addition, the Company issued
warrants to purchase 363,475 shares of common stock at
$1.93875 per share. These warrants expire on March 16,
2005.

The Series F convertible preferred stock has an annual
dividend rate of 12% through September 30, 2000 and 5%
thereafter, paid quarterly. Transaction costs totaled $230
resulting in net proceeds to the Company of $1.77 million.

Net Operating Loss Carryforwards

The Company has net operating loss carryforwards of approximately
 $36,000,000, which expire in the years 2000 through 2018. The
amount of net operating loss carryforward that can be used in any
 one year will be limited by the applicable tax laws which are in
 effect at the time such carryforward can be utilized. A full
valuation allowance has been established to offset any benefit
from the net operating loss carryforwards. It cannot be
determined when or if the Company will be able to utilize the net
 operating losses.

Year 2000 Considerations

Prior to January 1, 2000, there was a great deal of concern
regarding the ability of computers to adequately recognize
21st century dates from 20th century dates due to the
two-digit data field used by many systems. Most reports to date,
however, are that computer systems are functioning normally and
the compliance and remediation work accomplished during the years
 leading up to 2000 was effective to prevent any problems. As of
March 31, 2000, the Company has not experienced and any such
 computer difficulty; however, computer experts have warned that
there may still be residual consequences of the change in
centuries and any such difficulties may, depending upon their
pervasiveness and severity, have a material adverse effect on the
 Companys business, financial condition and results of
operations. Any of the following could have a material adverse
effect on the Companys business, financial condition and
results of operations:



| |   |                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | a failure to fully identify all year 2000 dependencies in
	the Companys system;                                                            
|
| |  | a failure to fully identify all year 2000 dependencies in
	the systems of third parties with whom the Company does business;                
|
| |  | a failure of any third party with whom the Company does business
	to adequately address their year 2000 issues;                             
|
| |  | the failure of any contingency plans developed to protest the
	Companys business and operations from year 2000
	related interruptions; and;
|
| |  | delays in the implementation of new systems resulting from
	year 2000 problems.                                                             

11



---



Forward-Looking Statements

Certain matters discussed in this Quarterly Report are
forward-looking statements intended to qualify for
the safe harbors from liability established by Section 27A
of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act).
These forward-looking statements can generally be identified as
such because the context of the statement will include words such
 as the Company believes, anticipates,
expects or words of similar import. Similarly,
statements that describe the Companys future plans,
objectives or goals are also forward-looking statements. Such
statements may address future events and conditions concerning,
among other things, the Companys results of operations and
financial condition; the consummation of acquisition and
financing transactions and the effect thereof on the
Companys business; capital expenditures; litigation;
regulatory matters; and the Companys plans and objectives
for future operations and expansion. Any such forward-looking
statements would be subject to the risks and uncertainties that
could cause actual results of operations, financial condition,
acquisitions, financing transactions, operations, expenditures,
expansion and other events to differ materially from those
expressed or implied in such forward-looking statements. Any such
 forward-looking statements would be subject to a number of
assumptions regarding, among other things, future economic,
competitive and market conditions generally. Such assumptions
would be based on facts and conditions as they exist at the time
such statements are made as well as predictions as to future
facts and conditions, the accurate prediction of which may be
difficult and involve the assessment of events beyond the
Companys control. Further, the Companys business is
subject to a number of risks that would affect any such
forward-looking statements. These risks and uncertainties
include, but are not limited to, the ability of the Company to
commercialize its technology; product demand and industry
pricing; the ability of the Company to obtain patent protection
for its technology; developments in environmental legislation and
 regulation; the ability of the company to obtain future
financing on favorable terms; and other circumstances affecting
anticipated revenues and costs. These risks and uncertainties
could cause actual results of the Company to differ materially
from those projected or implied by such forward-looking
statements.



|        |                                                           
|------- | ----------------------------------------------------------
|ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

12



---



PART II  OTHER INFORMATION

ITEM 1.  Legal Proceedings

There have been no material legal proceedings to which the
Company is a party which have not been disclosed in previous
filings with the Securities and Exchange Commission. There are no
 material developments to be reported in any previously reported
legal proceedings.

ITEM 2.  Change in Securities

In March 2000, Applied completed $2 million in financing
through private placement of 266,700 shares of a new
Series F convertible preferred stock. In addition, the
Company issued warrants to purchase 363,475 shares of common
 stock at $1.93875 per share. (See Note B to condensed
consolidated financial statements).

ITEM 3.  Defaults among Senior Securities

Not applicable.

ITEM 4.  Submission of Matters to a Vote of Security
Holders

Not applicable.

ITEM 5.  Other Events

Not applicable.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits  27.1  Financial Data
Schedule

(b)  Reports on Form 8-K  none

13



---



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



| |                                     
| | ------------------------------------
| | COMMODORE APPLIED TECHNOLOGIES, INC.
| | (Registrant)                        



| |    |                        
| | -- | -----------------------
| | By | /s/ JAMES M. De ANGELIS

| |                                              
| | ---------------------------------------------
| |                                              
| | James M. De Angelis                         
| | Senior Vice President and Chief Financial    
| | Officer (as both a duly authorized officer   
| | of the registrant and the principal financial
| | officer of the registrant)                   

Date: May 15, 2000

14