UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    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 April 2, 1999

                                       OR

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

                         Commission file number 0-16225

                                      EMCON

             (Exact name of Registrant as specified in its charter)


             California                                       94-1738964
 ----------------------------------                     --------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

400 South El Camino Real, Suite 1200
San Mateo, California                                           94402
----------------------------------------------               ------------
(Address of  principal executive offices)                     (Zip Code)


   Registrant's telephone number, including area code:      (650) 375-1522

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 [    ]

8,340,669 shares of Common Stock Issued and Outstanding as of May 10, 1999.

                                       1
<PAGE>



                                      EMCON
                                      INDEX
                               REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED APRIL 2, 1999




                                                                          Page
                                                                         Number
                                                                         ------
                                                            
FACING SHEET.....................................................           1

TABLE OF CONTENTS................................................           2

PART I.   FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets -
                  March 31, 1999 and December 31, 1998..........           3

                  Consolidated Statements of Operations -
                  Three months ended March 31, 1999 and 1998....           4

                  Consolidated Statements of Cash Flows -
                  Three months ended March 31, 1999 and 1998....           5

                  Notes to Consolidated Financial Statements....           6

        Item 2.   Management's Discussion and Analysis of
                      Financial Condition and Results of 
                      Operations................................          12

PART II.   OTHER INFORMATION....................................          15

Signatures......................................................          16

Index to Exhibits...............................................          17


                                       2
<PAGE>

<TABLE>
<CAPTION>


EMCON
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------------------------------------
                                                                                        March 31,      December 31,
                                                                                          1999             1998
(In thousands, except share amounts)                                                   (Unaudited)       (Audited)
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>               <C>
ASSETS
Current Assets:
Cash and cash equivalents                                                             $  1,048         $  2,677
Accounts receivable:
    Billed accounts receivable, net of allowance for doubtful accounts
      of $794 and $737 at March 31, 1999 and December 31, 1998 respectively             25,368           32,683
    Unbilled accounts receivable, net of allowance for doubtful accounts
      of $326 and $801 at March 31, 1999 and December 31, 1998, respectively             6,518            6,664
Costs and estimated earnings in excess of billings on
    uncompleted contracts                                                                3,584            2,511
Prepaid expenses and other current assets                                                4,275            2,876
Inventory                                                                                3,145            2,630
Deferred taxes, current portion                                                          3,434            3,434
                                                                                       -------          -------
    Total Current Assets                                                                47,372           53,475
Net property and equipment, at cost                                                     16,707           16,519
Notes receivable                                                                         2,623            2,724
Cash surrender value of insurance policies                                               4,074            3,466
Other assets                                                                             3,281            2,971
Deferred tax assets                                                                      1,032            1,032
Goodwill, net of amortization                                                           14,845           14,850
Other intangible assets, net of amortization                                               835              852
                                                                                      --------        ---------
    Total Assets                                                                       $90,769          $95,889
                                                                                       =======          =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable - short term line of credit                                              $ 2,712          $    --
Accounts payable                                                                         6,300           10,711
Accrued payroll and related benefits                                                     4,913            5,335
Other accrued liabilities                                                                2,737            4,347
Billings in excess of costs and estimated earnings
    on uncompleted contracts                                                             2,188            2,598
Long-term obligations due within one year                                                1,969            2,177
                                                                                       -------        ---------
    Total Current Liabilities                                                           20,819           25,168
Long-term debt                                                                           8,685            9,400
 Other noncurrent obligations                                                            2,443            2,184
Commitments and contingencies                                                               --               --
Shareholders' Equity:
Preferred stock, no par value, 5,000,000 shares authorized;
    no shares issued or outstanding                                                         --               --
Common stock, no par value, 15,000,000 shares authorized;
    8,339,869 and 8,315,399 shares issued and outstanding at
    March 31, 1999 and December 31, 1998, respectively                                  41,711           41,628
Retained earnings                                                                       17,111           17,509
                                                                                       -------          -------
    Total Shareholders' Equity                                                          58,822           59,137
                                                                                        ------          -------
    Total Liabilities and Shareholders' Equity                                         $90,769          $95,889
                                                                                       =======          =======
See accompanying notes.

</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>



EMCON
CONSOLIDATED STATEMENTS OF OPERATIONS
---------------------------------------------------------------------------------------------------------------------
                                                                                          Three months ended
                                                                                               March 31,
                                                                                              (Unaudited)
                                                                                   ----------------------------------
(In thousands, except per share amounts)                                                 1999             1998
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>

Gross revenue                                                                           $30,226           $28,779
Outside services at cost                                                                  4,058             2,957
                                                                                        -------           -------

         Net revenue                                                                    $26,168            25,822

Costs and expenses:
     Direct expenses                                                                     13,477            13,822
     Indirect expenses                                                                   13,239            11,857
                                                                                        -------           -------

         Income (loss) from operations                                                     (548)              143

Interest income                                                                             (92)             (168)
Interest expense                                                                            337               293
Equity in income of affiliates                                                              (41)              (15)
Minority interest (income) expense                                                           11               (22)
                                                                                        -------           -------

Income (loss) before provision (benefit) for income taxes                                  (763)               55
Provision (benefit) for income taxes                                                       (378)               35
                                                                                        -------           -------

Net income (loss)                                                                       $  (385)          $    20
                                                                                        =======           =======

Basic earnings (loss) per share                                                         $ (0.05)          $  0.00
                                                                                        =======           =======

Diluted earnings per share                                                                  N/A           $  0.00
                                                                                        =======           =======

Shares used in computing basic earnings (loss) per share                                  8,318             8,573
                                                                                        =======           =======

Shares used in computing diluted earnings per share                                         N/A             8,827
                                                                                        -------           =======
</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>

EMCON
CONSOLIDATED STATEMENTS OF CASH FLOWS

-------------------------------------------------------------------------------------------------------------------
                                                                                          Three months ended
                                                                                              March 31,
                                                                                             (Unaudited)
                                                                                    -------------------------------
Increase (decrease) in cash and cash equivalents (in thousands)                          1999            1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>
Cash flow from operating activities:
Net income (loss)                                                                        $ (385)         $   20
Adjustments to reconcile net income to net cash provided by (used for) operating
activities:
   Depreciation                                                                             963             967
   Amortization                                                                             177             153
   Bad debt expense                                                                          99              73
   Loss (gain) on sale/disposal of property and equipment                                    33            (257)
   Increase in salary continuation plan                                                      43              40
   Changes in operating assets and liabilities:
       Accounts receivable                                                                7,362           5,183
       Costs and estimated earnings in excess of billings on uncompleted contracts       (1,073)         (1,523)
       Inventory                                                                           (515)           (465)
       Prepaid expenses and other assets                                                 (1,442)            252
       Notes receivable                                                                     101             385
       Cash surrender value, insurance policies                                            (608)            (20)
       Other assets                                                                        (310)           (268)
       Notes payable - short term revolver                                                2,712              --
       Accounts payable                                                                  (4,486)         (3,173)
       Accrued payroll and related benefits                                                (422)            306
       Billings in excess of costs and estimated earnings on uncompleted projects          (410)             53
       Other accrued liabilities                                                         (1,351)            275
-------------------------------------------------------------------------------------------------------------------

          Net cash provided by operating activities                                         488           2,001
-------------------------------------------------------------------------------------------------------------------
Cash flow from investing activities:
   Additions to property and equipment                                                   (1,219)           (395)
   Additional payout related to acquisitions                                                 (5)             --
   Proceeds from sale of property and equipment                                              35             346
-------------------------------------------------------------------------------------------------------------------

          Net cash used for investing activities                                         (1,189)            (49)
-------------------------------------------------------------------------------------------------------------------
Cash flow from financing activities:
   Payments of current and long term portion of debt                                       (923)           (706)
   Issuance of common stock for cash, net of cancellations                                    8               9
   Dividend payments                                                                        (13)             (5)
-------------------------------------------------------------------------------------------------------------------

          Net cash used for financing activities                                           (928)           (702)
-------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                                         (1,629)          1,250
Cash and cash equivalents, beginning of year                                              2,677           6,106
-------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year                                                   $1,048          $7,356
-------------------------------------------------------------------------------------------------------------------
See accompanying notes.

</TABLE>
                                       5
<PAGE>



                                      EMCON

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation

     The accompanying  consolidated financial statements include the accounts of
     the Company  and its  subsidiaries  after  elimination  of all  significant
     intercompany accounts and transactions.

     While the financial information is unaudited, the statements in this report
     reflect all adjustments, which are normal and recurring, that are necessary
     for a fair  presentation  of the  results  of  operations  for the  interim
     periods covered and of the financial  condition of the Company at the dates
     of the consolidated  balance sheets.  The operating results for the interim
     periods  presented are not  necessarily  indicative of performance  for the
     entire year.

     These  consolidated  financial  statements  and  notes  should  be  read in
     conjunction with the Company's  consolidated financial statements as of and
     for the fiscal year ended December 31, 1998.

2.   Restructuring Charges

     In the fourth  quarter of 1996,  senior  management  reviewed the Company's
     operational  and  administrative  functions  for  the  purpose  of  further
     improving the Company's competitiveness and overall profitability. Based on
     this  review,  the  Company's  Board  of  Directors  approved  a  strategic
     restructuring  plan to  reposition  the  Company to fully  exploit its core
     strengths in engineering, design, construction, operations and maintenance.
     The  plan  included  closure  or  downsizing  of  underperforming  offices,
     write-off  of  employment   contracts   for  former   employees  no  longer
     participating in the Company's affairs and employee  severance.  During the
     quarter ended March 31, 1999,  $16,000 relating to the  restructuring  were
     incurred and charged  against the established  reserve.  At March 31, 1999,
     $377,000 of accrued  restructuring  costs have been  incurred  and $265,000
     remains  in  other  accrued  liabilities,   which  includes  present  value
     adjustments during 1999 of $6,000.

3.   Acquisition

     On  December  4,  1998,  Organic  Waste   Technologies,   Inc.  ("OWT"),  a
     wholly-owned  subsidiary of EMCON,  acquired all of the outstanding capital
     stock of Western  Industrial  Resources  Corporation  ("WI"), an industrial
     maintenance outsourcing firm based in Arizona. The Company purchased WI for
     $155,000 in cash and assumed  liabilities  in excess of assets  acquired of
     $103,000.  The  transaction  was accounted  for as a purchase.  Goodwill of
     approximately  $258,000  is  being  amortized  over  ten  years  using  the
     straight-line  method.  Accumulated  amortization  at March 31,  1999,  was
     approximately $7,000. Additional consideration may be paid for the purchase
     of WI subject to the  achievement of  predetermined  operating  performance
     goals  over the next  three  years.  The  acquisition  would not have had a
     material affect on consolidated  net revenue,  net income,  or earnings per
     share, had it been effective at January 1, 1998.

     On April 3, 1998,  EMCON  acquired  all the  outstanding  capital  stock of
     Advanced  Analytical  Solutions,  Inc.  ("A2S"),  a provider of alternative
     dispute resolution,  cost allocation, cost recovery, and litigation support
     services primarily for Superfund projects. A2S has offices in Denver,

                                       6
<PAGE>



     Colorado and  Philadelphia,  Pennsylvania.  The Company  purchased  A2S for
     $593,000 in stock and $601,000 in cash and direct  acquisition  costs.  The
     transaction  was  accounted  for as a purchase.  Goodwill of  approximately
     $1,300,000  is being  amortized  over twenty years using the straight  line
     method.  Accumulated  amortization  at March 31,  1999,  was  approximately
     $58,000.  Included in goodwill, is additional  consideration of $150,000 in
     stock (22,220  shares) and cash payments  ($75,000)  that was earned during
     the twelve  months  ended March 31,  1999,  and paid in April,  1999,  as a
     result of A2S attaining certain predetermined  operating performance goals.
     Additional consideration may be paid for the purchase of A2S subject to the
     achievement of certain  earnout goals over the next year, to be measured as
     of March,  2000. This  acquisition  would not have had a material effect on
     consolidated  net revenue,  net income,  or earnings per share, had it been
     effective at January 1, 1998.

     Effective May 1, 1997, OWT acquired all of the outstanding  equity interest
     in National Earth Products,  Inc. ("NEP"), a Lancaster,  Pennsylvania-based
     company with  significant  expertise  in landfill  civil  construction  and
     related  soils  processing.  NEP was  acquired for $933,000 in cash and the
     issuance of EMCON's convertible promissory notes in the aggregate principal
     amount of $800,000.  Approximately  50% of the convertible notes are due on
     May 1, 2000,  with the balance due on May 1, 2002. The  indebtedness  bears
     interest at the rate of 8% per annum and is  convertible  into EMCON common
     stock at a  conversion  price of  $6.50  per  share.  The  transaction  was
     accounted for as a purchase.  Specifically  identifiable  intangible assets
     and goodwill of  approximately  $1,606,000  resulting from this acquisition
     are being amortized over twenty-five  years using the straight line method.
     Accumulated  amortization as of March 31, 1999, was approximately $118,000.
     Included in goodwill is an  additional  $125,000  cash  payment made to the
     former NEP shareholders in May, 1998 and a $5,000 adjustment made in March,
     1999  as  a  result  of  NEP  attaining  certain  predetermined   operating
     performance goals following its acquisition.  Additional  consideration may
     be paid for the purchase of NEP subject to the  achievement of certain earn
     out goals to be measured over the twelve-month period ending April, 1999.

4.   Credit Agreement

     In  conjunction  with the  acquisition  of OWT, the Company  entered into a
     $20,000,000  secured credit  agreement with its existing  commercial  bank,
     replacing its previous $10,000,000  unsecured line of credit. Under the new
     agreement,  the  Company  borrowed  $10,000,000  on a term loan  basis with
     interest at a managed rate not to exceed the prime rate. Principal is to be
     amortized  over seven  years,  but with any unpaid  amount  finally due and
     payable on June 30,  2001.  In April 1997,  following  the infusion of cash
     upon  the  sale of CAS,  the  Company  prepaid,  on an  accelerated  basis,
     $3,000,000 of the then outstanding  principal balance of the term loan. The
     line of credit  component of the Credit Agreement was extended until August
     31, 1999 at an available credit limit of $5,000,000. The failure to achieve
     profitability  in the first  quarter of 1999 was waived by the bank as part
     of the above-noted line extension. The Company expects to renew the line of
     credit  component  of the Credit  Agreement  prior to its  expiration.  The
     Credit  Agreement  contains  provisions  with  respect  to the  payment  of
     dividends  and  the  level  of  capital   expenditures   and  requires  the
     maintenance of specific levels of working  capital,  tangible net worth and
     continued  quarterly  profitability.  Amounts  outstanding  as of March 31,
     1999,  were  $3,071,000  and  $2,712,000  for the term loan and the line of
     credit, respectively.

5.   Litigation

     As a professional services firm engaged in  environmental-related  matters,
     the  Company   encounters   potential   liability,   including  claims  for
     significant environmental damage in the


                                       7
<PAGE>
     normal course of business. The Company is party to lawsuits and is aware of
     potential  exposure  related  to  certain  claims,  but in the  opinion  of
     management the resolution of these matters will not have a material adverse
     effect  on  the  Company's  consolidated  financial  position,  results  of
     operations or cash flows.

<TABLE>
<CAPTION>

6.  Earnings (Loss) Per Share
 -------------------------------------------------------------------------------------------------------------------
                                                                                              Three months ended
                                                                                                     March 31,
                                                                                          --------------------------
 (In thousands, except for earnings (loss) per share)                                             1999         1998
 -------------------------------------------------------------------------------------------------------------------
 <S>                                                                                           <C>          <C>
 Numerator:
 Net income (loss)                                                                            $ (385)       $  20
                                                                                              ------        -----
 Numerator for basic earnings (loss) per share -
     income (loss) available to common stockholders                                             (385)          20
 Effect of dilutive securities:
     8% convertible debentures                                                                 N/A(1)        N/A(1)
                                                                                              ------        -----
 Numerator for diluted earnings per share -
     income available to common stockholders
     after assumed conversions                                                                   N/A           20
                                                                                              ======        =====
 Denominator:
 Denominator for basic earnings (loss) per share -
      weighted-average shares                                                                  8,318        8,573
 Effect of dilutive securities:
      Employee stock options                                                                      --          254
      8% convertible debentures                                                                N/A(1)       N/A(1)
 Dilutive potential common shares
 Denominator for diluted earnings per share -
      adjusted weighted average shares and assumed                                                --        8,827
      conversions                                                                             ======        =====

 Basic earnings (loss) per share                                                              $(0.05)       $0.00
                                                                                              ======        =====
 Diluted earnings per share                                                                   $   --        $0.00
                                                                                              ======        =====
 ------------------------------------------------------------------------------------------------------------------
  (1)Excluded  from  the  above  reconciliations   were   approximately  269,000
     shares of  common  stock  that may be issued at $6.50 per share to  convert
     $1,747,000 of indebtedness to certain senior management of OWT because they
     were  antidilutive  at March 31, 1999.  Conversion  of debt,  if it occurs,
     would be within ninety days after November 30, 2001. Also excluded from the
     above  reconciliations  were  approximately  123,000 shares of common stock
     that may be issued at $6.50 per share to convert  $800,000 of  indebtedness
     to certain senior management of NEP because they were antidilutive at March
     31, 1999.  Conversion of debt,  if it occurs,  would be 50% at May 1, 2000,
     and 50% at May 1, 2002.
</TABLE>

7.   Other

     The  Company  operates  under to a  fifty-two/fifty-three  week fiscal year
     which will result in a fifty-two  week year in 1999. The Company's year end
     falls on the  Friday  closest  to the last day of the  calendar  year.  The
     Company  also  follows  a   five-four-four   week  quarterly   cycle.   For
     convenience,  the accompanying  consolidated financial statements have been
     shown as  ending  on the last day of the  calendar  or  quarterly  calendar
     period.

8.   Adoption of Statement 131

     Effective  January 1, 1998,  the Company  adopted the Financial  Accounting
     Standards  Board's  Statement of Financial  Accounting  standards  No. 131,
     Disclosure  about  Segments  of  an  Enterprise  and  Related  Information,
     ("Statement  131").  Statement 131 superseded FASB Statement 14,  Financial
     Reporting for Segments of a Business Enterprise.  Statement 131 establishes
     standards for the way that public business  enterprises  report information
     about operating  segments in annual financial  statements and requires that
     those enterprises report

                                       8
<PAGE>
     selected information about operating segments in interim financial reports.
     The  adoption of  Statement  131 did not affect  results of  operations  or
     financial position,  but did affect the disclosure of segment  information.
     See note 9.

9.   Segment Reporting

     Description  of the types of services  from which each  reportable  segment
     derives its  revenues:  The Company  provides  comprehensive  environmental
     engineering,   design,   construction,   operations  and  maintenance,  and
     equipment   fabrication  services  to  a  variety  of  public  and  private
     industrial  and solid  waste  clients.  The  Company  is  comprised  of two
     reportable  segments -- the Operations and Construction  Division (EOC) and
     the Professional  Services Division (PSD) -- and services three key service
     lines: Solid Waste, Site Restoration and Facility Services.

     Measurement  of segment  profit or loss and  segment  assets:  The  Company
     evaluates  performance  of its reportable  segments,  EOC and PSD, based on
     operating income or loss before and after corporate  overhead  allocations,
     but  before  interest  income,   interest  expense,  equity  in  income  of
     affiliates and minority interest income (loss). Corporate overhead expenses
     are  substantially  allocated to the  reporting  segments  based on revenue
     and/or headcount when an item is not specifically identified to a reporting
     segment. 

     Intersegment  sales consist primarily of labor and are marked up to provide
     the  supplying  reportable  segment  a measure  of  profit.  The  receiving
     reportable  segment records the transfer as an "Outside Service" and may or
     may not further mark up the labor cost prior to passing the cost through to
     its  customer.  If the cost is not  passed  through  to the  customer,  the
     receiving  reportable  segment records the transaction as an indirect cost.
     All intersegment accounts are eliminated in consolidation.

     Factors management used to identify the enterprise's  reportable  segments:
     The Company's reportable segments are divisional units that offer different
     services.  The  reportable  segments are each managed  separately.  The PSD
     reportable  segment  concentrates on professional  engineering,  design and
     consulting  services  in  solid  waste,  site  restoration  and  facilities
     services.  The PSD reportable segment has regional  operations  situated in
     the Northeast,  Southeast,  Northwest and Southwest  portions of the United
     States,  each  overseen  by an  Area  Operations  Manager.  These  regional
     operations  have  the  same  operating  parameters  (services  offered  and
     required operating  margins),  may serve the same national  customers,  and
     often share personnel. For reportable segment reporting, these regional PSD
     operations are  aggregated.  The EOC  reportable  segment  concentrates  on
     construction,   drilling,   equipment   fabrication   and   operations  and
     maintenance services, primarily to the Company's solid waste clients.


                                       9
<PAGE>

<TABLE>
<CAPTION>


        Segment Information
        -----------------------------------------------------------------------------------------------------------------
        (Three months ended March 31, 1999)                             PSD            EOC           Other         Total
        -----------------------------------------------------------------------------------------------------------------
        <S>                                                          <C>    <C>    <C>    <C>    <C>    <C>
        Gross revenues from:
             External customers                                      $20,231       $ 9,995          $   --        $30,226
             Intersegment revenues                                       623           570              --          1,193
        Outside services from:
             External subcontractors                                   3,903           155              --          4,058
             Intersegment services                                       637           552              --          1,189
        Net revenues                                                  16,314         9,858              (4)        26,168
        Depreciation expense                                             454           404             105            963
        Amortization expense                                              --            23             154            177
        Segment operating profit (loss) before allocations             1,345          (122)             --          1,223
        Segment operating profit (loss) after allocations                 91          (772)            133           (548)
        Segment assets(1)
             Accounts receivable, net                                $24,387        $ 7,499          $  --        $31,886
        -----------------------------------------------------------------------------------------------------------------
        (Three months ended March 31, 1998)                             PSD            EOC           Other         Total
        -----------------------------------------------------------------------------------------------------------------
        Gross revenues from:
             External customers                                      $18,047        $10,732          $  --        $28,779
             Intersegment revenues                                       197            524             --            721
        Outside services from:
             External subcontractors                                   2,872             85             --          2,957
             Intersegment services                                       572            151             --            723
        Net revenues                                                  14,800         11,020              2         25,822
        Depreciation expense                                             553            343             71            967
        Amortization expense                                              --             15            138            153
        Segment operating profit before allocations(2)                   765            807             --          1,572
        Segment operating profit (loss) after                           (277)           361             59            143
        allocations(2)
        Segment assets(1)
             Accounts receivable, net                                $21,215        $10,252          $  --        $31,467
        (1)The Company reviews its consolidated balance sheet and reviews only accounts receivable on a segment basis.
        (2)Allocation amounts in 1998 were restated to conform to the 1999 presentation.
</TABLE>

                                       10
<PAGE>



<TABLE>
<CAPTION>

        -----------------------------------------------------------------------------------------------------------------

        Three months ended March 31,                                                                   1999         1998
        -----------------------------------------------------------------------------------------------------------------
        <S>                                                                                         <C>          <C>
        Revenues
        Total external revenues for reportable segments                                             $30,226      $28,779
        Intersegment revenues for reportable segments                                                 1,193          721
        Elimination of intersegment revenues                                                        (1,193)         (721)
                                                                                                    -------      -------
             Total gross consolidated revenues                                                       30,226       28,779
        Less outside services                                                                         4,058        2,957
                                                                                                    -------      -------
              Total net revenue                                                                     $26,168      $25,822
        -----------------------------------------------------------------------------------------------------------------
        Profit or Loss
        Total operating profit for reportable segments before allocations                            $1,223       $1,572
        Overhead allocations expense                                                                 (1,904)      (1,488)
        Unallocated overhead                                                                            133           59
                                                                                                     ------       ------
              Total operating profit (loss) after allocations                                          (548)         143
        Interest income                                                                                  92          168
        Interest expense                                                                               (337)        (293)
        Equity earnings                                                                                  41           15
        Minority interest                                                                               (11)          22
                                                                                                     ------       ------
             Income (loss) before income taxes                                                        ($763)         $ 55
        -----------------------------------------------------------------------------------------------------------------


        March 31,                                                                                      1999         1998
        -----------------------------------------------------------------------------------------------------------------
        Assets
        Accounts receivable for reportable segments                                                $31,886      $31,467
        Other current assets                                                                        15,486       19,644
        Net property and equipment at cost                                                          16,707       15,521
        Goodwill, net of amortization                                                               14,845       13,778
        Other assets                                                                                11,845        9,444
                                                                                              -     ------   ---  -----
             Total consolidated assets                                                             $90,769      $89,854
        -----------------------------------------------------------------------------------------------------------------

</TABLE>
    

                                       11
<PAGE>




                                      EMCON

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         Of Operations.

RESULTS OF OPERATIONS

Net Revenue.  Net revenue for the first quarter of 1999 totaled  $26,168,000,  a
1.3% increase from  $25,822,000  for the first quarter of 1998.  The increase in
net revenue was  primarily  due to a 10.2%  increase in net revenue from EMCON's
Professional  Services (PSD)  reportable  segment as the demand for its services
continued  to improve.  This was offset by a 10.5%  decrease in net revenue from
the Operations and Constructions  reportable segment (EOC) due to project delays
and difficult weather conditions.

Direct  Expenses.  Direct expenses  include  compensation for billable hours for
technical and professional staff and other project related expenses,  as well as
direct labor and materials  for in-house  testing and  construction  activities.
Direct  expenses  for the first  quarter  of 1999  totaled  $13,477,000,  a 2.5%
decrease from  $13,822,000  during the first quarter of 1998. As a percentage of
net  revenue,  direct  expenses  as reported  decreased  from 53.5% in the first
quarter of 1998 to 51.5% in the first  quarter of 1999.  The decrease was due in
part to a modest shift in business mix resulting from the improvement in the PSD
reportable segment.

Indirect   Expenses.   Indirect   expenses   include  salary   compensation  for
non-billable  hours for  professional,  technical and  administrative  staff and
general  administrative  expenses such as rent,  bonuses,  benefits,  insurance,
legal, depreciation and amortization. Indirect expenses for the first quarter of
1999 totaled $13,239,000, a 11.7% increase from indirect expenses of $11,857,000
during the first  quarter of 1998.  As a  percentage  of net  revenue,  indirect
expenses increased from 45.9% in the first quarter of 1998 to 50.6% in the first
quarter  of  1999.  The  increase  was due in part to the  above-noted  shift in
business mix and the increase in down time for EOC construction crews during the
winter months.

Income (Loss) From  Operations.  Loss from  operations  for the first quarter of
1999 was ($548,000)  compared to income from  operations of $143,000  during the
comparable period last year.

Interest Income.  The Company  recorded  interest income of $92,000 in the first
quarter of 1999 compared to $168,000 in the first quarter of 1998.

Interest Expense. The Company incurred interest expense of $337,000 in the first
quarter of 1999 compared to $293,000 in the first quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 1999, the Company's  uses of cash for  non-operating
activities  primarily  consisted  of repayment of debt in the amount of $923,000
and  additions to property and  equipment  in the amount of  $1,219,000;  mainly
computers,  field equipment and LES units.  This was offset by net cash provided
by operating activities during the period of $488,000.

In  conjunction  with  the  acquisition  of  OWT,  the  Company  entered  into a
$20,000,000   secured  credit  agreement  with  its  existing  commercial  bank,
replacing its previous $10,000,000 unsecured line of

                                       12
<PAGE>



credit. Under the new agreement, the Company borrowed $10,000,000 on a term loan
basis with interest at a managed rate not to exceed the prime rate. Principal is
to be amortized  over seven years,  but with any unpaid  amount  finally due and
payable on June 30, 2001. In April 1997, following the infusion of cash upon the
sale of CAS, the Company  prepaid,  on an accelerated  basis,  $3,000,000 of the
then  outstanding  principal  balance  of the  term  loan.  The  line of  credit
component  of the Credit  Agreement  was  extended  until  August 31, 1999 at an
available  credit limit of $5,000,000.  The failure to achieve  profitability in
the first quarter of 1999 was waived by the bank as part of the above-noted line
extension.  The  Company  expects to renew the line of credit  component  of the
Credit  Agreement  prior  to  its  expiration.  The  Credit  Agreement  contains
provisions  with  respect to the payment of  dividends  and the level of capital
expenditures and requires the maintenance of specific levels of working capital,
tangible net worth and continued quarterly profitability. Amounts outstanding as
of March 31, 1999, were $3,071,000 and $2,712,000 for the term loan and the line
of credit, respectively.

The Company  believes that its cash on hand and cash generated from  operations,
together  with its  available  bank  financing  will be  sufficient  to meet the
Company's capital needs for at least the next twelve months.

YEAR 2000

Impact  of Year  2000.  The Year 2000  (Y2K)  issue is the  result  of  computer
programs  being written  using two digits rather than four to define  applicable
years. Any of the Company's computer programs that have time-sensitive  software
may recognize a date using "00" as the year 1900 rather than the year 2000. This
could  result in a system  failure or  miscalculations  causing  disruptions  of
operations,  including,  among other  things,  a temporary  inability to process
transactions, send invoices, or engage in similar normal business activities.

The  Company's  State of Readiness.  During 1998,  the Company began testing its
internal  systems for Y2K  compliance and completed the testing phase during the
first quarter of 1999. Survey letters to third parties,  vendors/suppliers,  and
customers that management  believe could have a material effect to its business,
were sent during the first  quarter to  ascertain  if and when they would be Y2K
compliant. The information supplied by these third parties is being entered into
a database and reviewed by the Company's IT Department and business  managers to
determine  whether  there are any  potential  issues.  As issues are  identified
during the second  quarter  of 1999,  senior  management  will  determine  their
potential impact to the Company's business and develop action plans accordingly.

The Cost to Address the  Company's  Year 2000 Issues.  Budgets for the Company's
internal computer, network, phone and related system needs were completed in the
fourth quarter of 1998. At the close of the first quarter, ended March 31, 1999,
the  original  budgeted  costs to bring these  systems  into Y2K  compliance  of
approximately  $1,850,000  is still on target.  The costs  consist  primarily of
software  updates,  computer  replacement,  telephone  system  changes and other
costs, including disposition of assets, and outside consulting.  The majority of
these  costs are being  incurred in the  ordinary  course of business as part of
EMCON's normal replacement/upgrade  program for its computer, network, telephone
and related  systems.  In the first quarter,  the Company spent 38% of its total
budget versus the planned 40%. It is expected that 37%, 20%, and 5% of the total
budget of $1,850,000  will be incurred in the second,  third and fourth quarters
of 1999,  respectively.  Approximately  $1,000,000 of the  $1,850,000  estimated
costs will be financed through  multi-year  operating  leases.  The costs of the
project and the dates on which the Company believes it

                                       13
<PAGE>



will complete the Y2K  modifications  are based on management's  best estimates,
which were derived utilizing numerous assumptions of future events.

The Company  believes it will be able to test and remedy the majority of any Y2K
issues utilizing its existing IT staff with minimal use of outside consultants.

The Risks of the Company's Year 2000 Issues. The Company does not expect the Y2K
project to have a significant  effect on  operations.  At this time, the Company
believes  that any internal  Y2K issues can be resolved  prior to the year 2000.
The potential impact of Y2K issues on the Company's two reporting segments,  the
PSD and EOC is expected to be somewhat different.  PSD, a consulting  operation,
has less exposure due to the  professional  services  nature of its business.  A
portion of EOC's revenues,  however,  involve the use of sophisticated equipment
which at this time, based on extensive  testing,  the Company believes to be Y2K
compliant.  To-date,  the  Company  has  not  received  from  its  vendors,  any
indication that the Company would not be able to receive necessary  supplies for
its construction or fabrication processes.

The Company's  Contingency  Plans. The Company has not established a contingency
plan to address unexpected  failures due to Y2K problems.  Having  substantially
completed  all internal  testing of systems,  the Company has not found cause to
establish  a  comprehensive  contingency  plan.  The  Company  will  continue to
evaluate the status of its internal testing and the information  supplied by its
vendors and customers  though June,  1999, and determine  whether such a plan is
necessary.

                                       14
<PAGE>




                                      EMCON

                            PART II OTHER INFORMATION

Items 1. - 4.     Not applicable.

Item 5.           Other Information

                  None

Item 6.           Exhibits and Reports

      (a)         Exhibits - See Index to Exhibits on Page 15

      (b)  Reports  on Form 8-K - No  reports  on Form 8-K were  filed  with the
      Securities  and  Exchange  Commission  during the quarter  ended March 31,
      1999.


                                       15
<PAGE>



                                      EMCON


                                   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.



Date:   May 10, 1999                    EMCON


                                         \o\  R. Michael Momboisse
                                         -------------------------------------
                                         R. MICHAEL MOMBOISSE
                                         Chief Financial Officer,
                                         Vice President - Legal, and Secretary
                                         (Duly authorized and principal
                                          financial and accounting officer)




                                       16
<PAGE>
                                INDEX TO EXHIBITS
                                                                   Sequentially
   Exhibit                                                           Numbered
   Number                                                              Page
--------------                                                     -------------

     2.1       Stock  Purchase  Agreement  dated January 30,             *
               1996, among Organic Waste Technologies,  Inc.
               ("OWT"),    Registrant    and   the   selling
               shareholders   and  option  holders  of  OWT,
               incorporated by reference from Exhibit 2.1 of
               the  Current  Report on Form 8-K dated  March
               14, 1996, (the "March 1996 8-K").

     2.2       Asset Purchase  Agreement between Yolo Energy            *
               Partners,    Inc.,    Yolo    Landfill    Gas
               Corporation,   EMCON,   Yolo  Neo  LLC,   and
               Minnesota  Methane  LLC  dated  December  31,
               1996,  incorporated by reference from Exhibit
               10.20 of the  Annual  Report on Form 10-K for
               the fiscal year ended  December 31, 1996 (the
               "1996 10-K").

     2.3       Acquisition  Agreement  between EMCON and its            *
               wholly owned  subsidiary,  Monterey  Landfill
               Gas Corporation,  and Biomass Energy Partners
               V, L.P., dated March 6, 1997, incorporated by
               reference  from  Exhibit  10.22  of the  1996
               10-K.

     2.4       Stock Purchase  Agreement dated April 4, 1997            *
               among   Registrant,    Columbia    Analytical
               Services,  Inc.  (`CAS"),  Northwest Trust as
               trustee of the CAS Employee  Stock  Ownership
               Trust and certain senior management employees
               of  CAS,   incorporated   by  reference  from
               Exhibit  2.4  of the  Registrant's  Quarterly
               Report  on Form 10-Q for the  fiscal  quarter
               ended March 31, 1997 (the "March 1997 10-Q").

     2.5       Stock Purchase Agreement dated April 30, 1997            *
               among   Registrant,   OWT,   National   Earth
               Products,   Inc.   ("NEP")  and  the  selling
               stockholders   of   NEP,    incorporated   by
               reference  from Exhibit 2.5 of the March 1997
               10-Q.

     2.6       Agreement  and Plan of  Reorganization  among            *
               Registrant,  Advanced  Analytical  Solutions,
               Inc.  ("A2S") and certain other parties dated
               April 3, 1998, incorporated by reference from
               Exhibit 2.6 of the  Quarterly  Report on Form
               10-Q for the fiscal  quarter  ended March 31,
               1998 (the "March 1998 10-Q").

     2.7       Stock  Purchase  Agreement  dated December 4,            *
               1998  by  and   among   Registrant,   Western
               Industrial Resources Corporation, and various
               affiliated parties, incorporated by reference
               from Exhibit 2.7 of the Annual Report on Form
               10-K for the Fiscal Year ended  December  31,
               1998 (the "1998 10-K").

     3.1       Articles   of   Incorporation,   as  amended,            *
               incorporated by reference from Exhibit 3.1 of
               the  Registrant's  Registration  Statement on
               Form  S-1  (File  No.   33-16337)   effective
               September    16,    1987   (the   "Form   S-1
               Registration Statement").

     3.2       Certificate of Amendment of Restated Articles            *
               of  Incorporation  as filed on May 24,  1988,
               incorporated by reference from Exhibit 3.2 of
               the Annual Report on Form 10-K for the fiscal
               year  ended  December  31,  1988  (the  "1988
               10-K").

                                       17
<PAGE>


                                                                    Sequentially
   Exhibit                                                            Numbered
   Number               INDEX TO EXHIBITS (Continued)                   Page
--------------                                                      ------------

     3.3       Certificate of Amendment of Restated Articles             *
               of  Incorporation  as filed on June 4,  1991,
               incorporated by reference from Exhibit 4.1 of
               the  Quarterly  Report  on Form  10-Q for the
               fiscal quarter ended June 30, 1991 (the "June
               1991 10-Q").

     3.4       Bylaws, as amended, incorporated by reference             *
               from Exhibit 4.2 of the June 1991 10-Q.

     10.1      EMCON 1986  Incentive  Stock  Option Plan and             *(1)
               Amendment,  incorporated  by  reference  from
               Exhibit  10.15 of the  Form S-1  Registration
               Statement.

     10.2      Form  of   Agreement   pursuant   to   Salary             *(1)
               Continuation Plan,  incorporated by reference
               from   Exhibit   10.17   of  the   Form   S-1
               Registration Statement.

     10.3      Schedule  identifying  Agreements pursuant to             *(1)
               Salary  Continuation Plan between  Registrant
               and  certain   employees,   incorporated   by
               reference    from   Exhibit   10.3   of   the
               Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended  December 31, 1997 (the
               "1997 10-K").

     10.4      Form  of  Indemnity   Agreement  between  the             *
               Registrant  and  each  of  the   Registrant's
               officers  and  directors,   incorporated   by
               reference   from   Exhibit   10.20   of   the
               Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended  December 31, 1988 (the
               "1988 10-K").

     10.5      EMCON  1988  Stock  Option  Plan,  amended by             *(1)
               shareholder    approval   on   May   25,1994,
               including form of  Nonqualified  Stock Option
               Agreement (Outside  Directors),  incorporated
               by    reference    from   Exhibit   10.9   of
               Registrant's  Quarterly  Report  on Form 10-Q
               for the fiscal  quarter  ended June 30,  1994
               (the "June 30, 1994 10-Q").

     10.6      EMCON    Employee    Stock    Purchase   Plan             *(1)
               incorporated  by reference from Exhibit 10.10
               of the Registrant's  Quarterly Report on Form
               10-Q for the  fiscal  quarter  ended June 30,
               1995.

     10.7      EMCON Restricted  Stock Plan  incorporated by             *(1)
               reference  from  Exhibit  10.15 of the Annual
               Report on Form 10-K for the fiscal year ended
               December 31, 1990.

     10.8      Trust   Agreement  for  the  EMCON   Deferred             *(1)
               Compensation  Plan  and  Salary  Continuation
               Plan Trust dated  February 19, 1994,  between
               Registrant   and  Wells  Fargo   Bank,   N.A.
               incorporated  by reference from Exhibit 10.13
               of the  Registrant's  Annual  Report  on Form
               10-K for the fiscal year ended  December  31,
               1993 (the "1993 10-K").

                             18
<PAGE>


                                                                    Sequentially
   Exhibit                                                           Numbered
   Number                INDEX TO EXHIBITS (Continued)                  Page
--------------                                                      ------------

     10.9      Credit   Agreement   between   The   Bank  of             *
               California,   N.A.   and   Registrant   dated
               February 29, 1996,  incorporated by reference
               from Exhibit 10.2 of the March 1996 8-K.

     10.10     Security   Agreement   between  The  Bank  of             *
               California,   N.A.   and   Registrant   dated
               February 29, 1996,  incorporated by reference
               from Exhibit 10.3 of the March 1996 8-K.

     10.11     Pledge   Agreement   between   The   Bank  of             *
               California,   N.A.   and   Registrant   dated
               February 29, 1996,  incorporated by reference
               from Exhibit 10.4 of the March 1996 8-K.

     10.12     Eurodollar Rate Option Agreement  between The             *
               Bank of California, N.A. and Registrant dated
               February 29, 1996,  incorporated by reference
               from Exhibit 10.5 of the March 1996 8-K.

     10.13     Fixed  Rate  Amortization   Option  Agreement             *
               between  The  Bank of  California,  N.A.  and
               Registrant    dated    February   29,   1996,
               incorporated  by reference  from Exhibit 10.6
               of the March 1996 8-K.

     10.14     Note  Agreement  among the  Registrant,  OWT,             *
               and certain employees of OWT, incorporated by
               reference from Exhibit 10.1 of the March 1996
               8-K.

     10.15     Rescission and  Reformation  Agreement  dated             *
               effective  November 1, 1996 among EMCON, OWT,
               and certain employees of OWT, incorporated by
               reference  from  Exhibit  10.18  of the  1996
               10-K.

     10.16     New Note Agreement dated  effective  November             *
               1,  1996  among   EMCON,   OWT  and   certain
               employees of OWT,  incorporated  by reference
               from Exhibit 10.19 of the 1996 10-K.

     10.17     Second  Amendment to Credit  Agreement  dated             *
               effective  January  27,  1997 among EMCON and
               Union  Bank  of  California,  N.A.  (formerly
               known  as  The  Bank  of  California,  N.A.),
               incorporated  by reference from Exhibit 10.21
               of the 1996 10-K.

     10.18     Third  Amendment  to Credit  Agreement  dated             *
               effective  March  27,  1997  among  EMCON and
               Union  Bank  of  California,  N.A.  (formerly
               known  as  The  Bank  of  California,  N.A.),
               incorporated  by reference from Exhibit 10.23
               of the 1996 10-K.

     10.19     Convertible   Notes   dated  April  30,  1997             *
               issued by EMCON to Dennis  Grimm and  Charles
               Gearhart   in  the   principal   amounts   of
               $400,798.40  and  $399,201.60,  respectively,
               incorporated  by reference from Exhibit 10.22
               of the March 1997 10-Q.

                             19
<PAGE>




                                                                    Sequentially
   Exhibit                                                            Numbered
   Number              INDEX TO EXHIBITS (Continued)                    Page
--------------                                                      ------------

     10.20     Lease Agreement dated April 4, 1997,  between              *
               EMCON and Columbia Analytical Services, Inc.,
               incorporated  by reference from Exhibit 10.23
               of the March 1997 10-Q.

     10.21     Amendment    1997-I    to   EMCON    Deferred              *(1)
               Compensation  Plan dated  effective  February
               22,  1997,  incorporated  by  reference  from
               Exhibit 10.24 of the  Registrant's  Quarterly
               Report  on Form 10-Q for the  fiscal  quarter
               ended  June 30,  1997  (the  "June  30,  1997
               10-Q").

     10.22     Fourth  Amendment to Credit  Agreement  dated              *
               effective June 24, 1997 among EMCON and Union
               Bank of  California,  N.A.,  incorporated  by
               reference  from Exhibit 10.25 of the June 30,
               1997 10-Q.

     10.23     Amended  and   Restated   Agreement   between              *(1)
               Eugene  M.   Herson  and   Registrant   dated
               November 3, 1997,  incorporated  by reference
               from Exhibit 10.26 of the 1997 10-K.

     10.24     Amended  and  Restated  Agreement  between R.              *(1)
               Michael   Momboisse  and   Registrant   dated 
               November 3, 1997,  incorporated  by reference
               from Exhibit 10.27 of the 1997 10-K.

     10.25     Deferred   Compensation   Plan,  Amended  and              *(1)
               Restated    effective    January   1,   1998,
               incorporated  by reference from Exhibit 10.28
               of the 1997 10-K.

     10.26     Registration     Rights    Agreement    among              *
               Registrant,  and the former  shareholders  of
               A2S  dated  April 3,  1998,  incorporated  by
               reference  from  Exhibit  10.29 of the  March
               1998 10-Q.

     10.27     Secured  Promissory Note of Timothy M. Keaten              *
               dated April 3, 1998, in the principal  amount
               of $225,000,  incorporated  by reference from
               Exhibit 10.30 of the March 1998 10-Q.

     10.28     EMCON 1998 Stock Option Plan,  with  standard              *(1)
               form of  Incentive  Stock  Option  Agreement,
               Non-Statutory   Stock  Option  Agreement  and
               Non-Statutory Stock Option Agreement (outside
               Director  Option)  attached,  incorporated by
               reference   from   Exhibit   10.31   of   the
               Registrant's  Quarterly  Report  on Form 10-Q
               for the fiscal  quarter  ended June 30,  1998
               (the "June 30, 1998 10-Q").

     10.29     Sixth  Amendment  to Credit  Agreement  among              *(1)
               Registrant and Union Bank of California dated
               June 1, 1998,  incorporated by reference from
               Exhibit 10.32 of the June 30, 1998 10-Q.

                             20
<PAGE>




                                                                    Sequentially
   Exhibit                                                           Numbered
   Number            INDEX TO EXHIBITS (Continued)                     Page
--------------                                                      ------------

     10.30     Seventh  Amendment to Credit  Agreement among              *
               Registrant and Union Bank of California dated
               August 31,  1998,  incorporated  by reference
               from Exhibit  10.33 of the September 30, 1998
               10-Q.

     10.31     Employment  Agreement between  Registrant and              *(1)
               Patrick  Gillespie  dated  November 10, 1998,
               incorporated  by reference from Exhibit 10.31
               of the 1998 10-K.

     10.32     Employment  Agreement between  Registrant and              *(1)
               Gerard   Ridzon  dated   November  10,  1998,
               incorporated  by reference from Exhibit 10.32
               of the 1998 10-K.

     10.33     Amendment    1998-1    to   EMCON    Deferred              *(1)
               Compensation  Plan dated  November  12, 1998,
               incorporated  by reference from Exhibit 10.33
               of the 1998 10-K.

     10.34     Eighth  Amendment to Credit  Agreement  among              *
               Registrant and Union Bank of California dated
               November 30, 1998,  incorporated by reference
               from Exhibit 10.34 of the 1998 10-K.

     10.35     Ninth  Amendment  to Credit  Agreement  among              *
               Registrant and Union Bank of California dated
               December 22, 1998,  incorporated by reference
               from Exhibit 10.35 of the 1998 10-K.

     10.36     Tenth  Amendment  to Credit  Agreement  among              *
               Registrant and Union Bank of California dated
               January 27, 1999,  incorporated  by reference
               from Exhibit 10.36 of the 1998 10-K.

     10.37     Extension and Modification  Agreement between              *
               the Union Bank of California  and  Registrant
               dated  March  19,   1999,   incorporated   by
               reference  from  Exhibit  10.37  of the  1998
               10-K.

     10.38     First     Amendment    to    Extension    and              22
               Modification Agreement between the Union Bank
               of California and registrant  dated April 30,
               1999.

     27        Financial Data Schedule, included herein.                  27

 *  Incorporated by reference
(1)  Management  contract or  compensatory  plan or  arrangement  required to be
     filed as an exhibit to this form pursuant to Item 14(c) of the instructions
     to Form 10-K.

                             21