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 June 30, 1997

                                       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 [  ]

8,514,330 shares of Common Stock Issued and Outstanding as of July 31, 1997.


                                       1
<PAGE>





                                      EMCON

                                      INDEX
                               REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1997



                                                                        Page
                                                                       Number

FACING SHEET.........................................................     1

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

PART I.   FINANCIAL INFORMATION

    Item 1.   Financial Statements

              Consolidated Balance Sheets -
              June 30, 1997 and December 31, 1996....................     3

              Consolidated Statements of Income -
              Three months and six months ended
              June 30, 1997 and 1996.................................     4

              Consolidated Statements of Cash Flows -
              Six months ended June 30, 1997 and 1996................     5

              Notes to Consolidated Financial Statements.............     6

    Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of  Operations.........     9

PART II.   OTHER INFORMATION.........................................    12

Signatures...........................................................    13

Index to Exhibits....................................................    14





                                       2
<PAGE>
<TABLE>
<CAPTION>



                                      EMCON
                           CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          June 30,      December 31,
                                                                                                            1997           1996
(In thousands, except share amounts)                                                                     (Unaudited)    (Audited)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                           <C>          <C>

ASSETS
Current Assets:
Cash and cash equivalents ......................................................................           $ 3,120      $ 5,331
Accounts receivable, net of allowance for doubtful accounts of $1,275
   and $951 at June 30,1997 and December 31, 1996, respectively ................................            37,890       32,860
Costs and estimated earnings in excess of billings on uncompleted
   contracts ...................................................................................             1,833          904
Prepaid expenses and other current assets ......................................................             5,914        4,425
Assets held for sale ...........................................................................              --          9,382
                                                                                                           -------      -------

   Total Current Assets ........................................................................            48,757       52,902

Net property and equipment, at cost ............................................................            15,429       14,722

Other assets ...................................................................................             8,080        4,800
Deferred tax assets ............................................................................             4,818        4,818
Goodwill, net of amortization ..................................................................            13,922       12,716
Other intangible assets, net of amortization ...................................................               875          954
                                                                                                           -------      -------

   Total Assets ................................................................................           $91,881      $90,912
                                                                                                           =======      =======

LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities:
Accounts payable ...............................................................................           $ 6,467      $ 5,483
Accrued payroll and related benefits ...........................................................             3,683        6,020
Other accrued liabilities ......................................................................             5,242        4,454
Billings in excess of costs and estimated earnings
   on uncompleted contracts ....................................................................             3,566           94
Long-term obligations due within one year ......................................................             1,976        2,250
                                                                                                           -------      -------

   Total Current Liabilities ...................................................................            20,934       18,301

Long-term debt .................................................................................            11,957       14,667
Other noncurrent obligations ...................................................................             1,970        2,132

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; 8,533,830
   and 8,512,688 shares issued and outstanding at June 30, 1997 and
   December 31, 1996, respectively .............................................................            42,054       42,001
Retained earnings ..............................................................................            14,966       13,811
                                                                                                           -------      -------

   Total Shareholders' Equity ..................................................................            57,020       55,812
                                                                                                           -------      -------

   Total Liabilities and Shareholders' Equity ..................................................           $91,881      $90,912
                                                                                                           =======      =======
See accompanying notes
</TABLE>


                                       3
<PAGE>





<TABLE>
<CAPTION>


                                      EMCON

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

-----------------------------------------------------------------------------------------------------------------------------------
                                                                          Three months ended                  Six months ended
                                                                              June 30,                            June 30,
                                                                    -------------------------------       ----------------------
(In thousands, except per share amounts)                                 1997            1996              1997             1996
--------------- -------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>               <C>               <C>              <C>

Gross revenue ..............................................         $ 33,114          $ 35,881          $ 64,477          $ 64,445
Outside services, at cost ..................................            8,647             5,339            12,429             9,296
                                                                     --------          --------          --------          --------

   Net revenue .............................................           24,467            30,542            52,048            55,149

Costs and expenses:
   Direct expenses .........................................           12,206            13,030            24,812            22,719
   Indirect expenses .......................................           11,177            16,722            25,403            31,521
   Restructuring ...........................................             --                --                 (75)             --
   Loss on disposition of laboratory .......................             --                --                 333              --
   Gain on sale of assets ..................................             --                --                (826)             --
                                                                     --------          --------          --------          --------

     Income from operations ................................            1,084               790             2,401               909

Interest income (expense), net .............................             (192)             (277)             (429)             (299)
Equity in gain (loss) of affiliates ........................               16               102                34                80
Minority interest ..........................................             (148)              (55)             (183)              (77)
                                                                     --------          --------          --------          --------

Income before provision for income taxes ...................              760               560             1,823               613

Provision for income taxes .................................              266               195               638               214
                                                                     --------          --------          --------          --------

Net income .................................................         $    494          $    365          $  1,185          $    399
                                                                     ========          ========          ========          ========

Income per share ...........................................         $   0.06          $   0.05          $   0.14          $   0.06
                                                                     ========          ========          ========          ========
</TABLE>





See accompanying notes




                                       4
<PAGE>

<TABLE>
<CAPTION>



                                      EMCON

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               Six months ended
                                                                                                                    June 30,
                                                                                                     -------------------------------
Increase (decrease) in cash and cash equivalents (in thousands)                                               1997            1996
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                           <C>              <C>

Cash flow from operating activities:
   Net income ......................................................................................        $ 1,185         $   399
   Adjustments to reconcile net income to net cash
     provided by (used for) operating activities:
     Depreciation and amortization .................................................................          2,220           3,234
     Gain (loss) on sale/disposal of property and equipment ........................................            (15)             39
     Loss on disposition of laboratories ...........................................................            333               --
     Gain on disposition of assets .................................................................           (826)              --
     Increase in salary continuation plan ..........................................................             42              53
     Changes in operating assets and liabilities:
         Accounts receivable .......................................................................         (3,714)         (3,074)
         Prepaid expenses and other current assets .................................................         (1,940)           (950)
         Other assets ..............................................................................           (418)         (1,228)
         Accounts payable ..........................................................................            988            (306)
         Accrued payroll and related benefits ......................................................         (1,235)          1,094
         Other accrued liabilities .................................................................          3,854          (1,608)
------------------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used for) operating activities ............................................            474          (2,347)
------------------------------------------------------------------------------------------------------------------------------------
Cash flow from investing activities:
   Additions to property and equipment .............................................................         (2,341)         (2,095)
   Maturities of available for sale securities .....................................................             --             514
   Acquisitions,  net of cash acquired .............................................................           (858)         (3,827)
   Net cash on disposition of laboratory ...........................................................          3,794               --
   Net cash from disposition of assets .............................................................            840               --
   Proceeds from sale of property and equipment ....................................................            114              70
------------------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used for) investing activities ............................................          1,549          (5,338)
------------------------------------------------------------------------------------------------------------------------------------
Cash flow from financing activities:
   Dividend payments ...............................................................................            (30)           --
   Proceeds of new debt obligations ................................................................             69           6,755
   Payment of current and noncurrent obligations ...................................................         (4,344)         (5,572)
   Issuance of common stock for cash ...............................................................             71             543
------------------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used for) financing activities ............................................         (4,234)          1,726
------------------------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents ..............................................................         (2,211)         (5,959)
Cash and cash equivalents, beginning of year .......................................................          5,331           9,451
------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period ...........................................................        $ 3,120         $ 3,492
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes



                                       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 wholly  owned  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 balance  sheets.  The  operating  results  for the  interim  periods
     presented  are not  necessarily  indicative of  performance  for the entire
     year.

     These financial statements and notes should be read in conjunction with the
     Company's  consolidated  financial  statements  for the  fiscal  year ended
     December 31, 1996.

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-offs  of  employment   contracts  for  former   employees  no  longer
     participating in the Company's affairs and employee  severance.  During the
     six months ended June 30, 1997, $131,000 relating to the restructuring were
     incurred and charged  against the  established  reserve.  At June 30, 1997,
     $907,000 of accrued  restructuring costs, net of a $75,000 reduction due to
     earlier than anticipated subleasing of abandoned office space, remained and
     were  included  in  other  accrued   liabilities.   To-date,   $250,000  of
     restructuring  costs  related  to these  actions  have been  incurred.  All
     remaining  actions are expected to be substantially  completed by the third
     quarter of 1997.

     In  December  1994,  as a result  of  changes  in  senior  management,  the
     Company's Board of Directors  approved a corporate  restructuring plan that
     included the write off of  employment  contracts  with no current or future
     value,  termination  of personnel,  and the  elimination  or abandonment of
     excess and  underperforming  assets and  facilities.  During the six months
     ended June 30, 1997,  $27,000 of cash charges related to the  restructuring
     were incurred and charged  against the  established  reserve,  bringing the
     reserve to a zero balance. To date,  $1,169,000 of restructuring costs have
     been incurred with no additional cost anticipated.



                                       6
<PAGE>

3.   Acquisitions

     Effective  May 1, 1997,  Organic  Waste  Technology,  Inc.,  a wholly owned
     subsidiary of EMCON,  acquired all of the equity interest in National Earth
     Products,  Inc.  ("NEP"),  a Lancaster,  Pennsylvania,  based  company with
     significant  expertise in civil  construction and soils  processing  around
     landfills.  NEP was  acquired  for  $933,000 in cash and  $800,000 in notes
     payable.  The  transaction  was accounted  for as a purchase.  Specifically
     identifiable  intangible  assets and goodwill of  approximately  $1,456,000
     resulting  from this  acquisition  are  included in goodwill  and are being
     amortized   over   twenty-five   years  using  the  straight  line  method.
     Accumulated  amortization as of June 30, 1997, was  approximately  $10,000.
     Additional  consideration  may be paid for the  purchase of NEP subject to
     the  achievement of certain  earnout goals over the next three years.  This
     acquisition  would  not have had a  material  effect  on net  revenue,  net
     income, or income per share, had it been effective at January 1, 1997.

     On February 29, 1996,  EMCON acquired all of the outstanding  capital stock
     of  Organic  Waste   Technologies,   Inc.   ("OWT"),   a  Cleveland   based
     construction,   equipment  and  operations  and  maintenance  company  with
     significant  expertise in solid waste management.  The following summarizes
     the unaudited pro forma net revenue,  net income,  and income per share for
     the combined  company for the six month period ended June 30, 1997 and 1996
     had  the  acquisition  of OWT  occurred  at  the  beginning  of the  period
     presented.

                                                    (unaudited)
                                                  Six months ended
                                                      June 30,
                                    ------------------------------------------
     (in thousands)                         1997                   1996
     -------------------------------------------------------------------------
     Net revenue                            $52,048                $58,048
     Net income                               1,185                     83
     Income per share                       $  0.14                $  0.02
     -------------------------------------------------------------------------

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 long term  basis with
     interest  at a  variable  rate,  generally  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. The remaining  $10,000,000  under
     the credit  agreement  is  available  on a line of credit basis for working
     capital  purposes  (with up to  $5,000,000  of this  amount  available  for
     non-working  capital purposes).  The line of credit component of the credit
     agreement expires on May 31, 1998.



                                       7
<PAGE>

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 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  financial
     position, results of operations or cash flows.

6.   Income Per Share

     Income per share for the three months and six months ended June 30, 1997 is
     based  on  the  weighted  common  and  dilutive  common  equivalent  shares
     outstanding  using the treasury  stock  method.  Common  equivalent  shares
     include shares issuable under the Company's stock option plans. Primary and
     fully diluted earnings per share are substantially the same.

     Income per share for the three months and six months ended June 30, 1996 is
     based  on the  weighted  average  number  of  common  and  dilutive  common
     equivalent share outstanding using the modified treasury stock method.

     In February 1997, the Financial Accounting Standards Board issued Statement
     No. 128,  "Earnings per Share," which is required to be adopted on December
     31, 1997.  At that time,  the Company will be required to change the method
     currently  used to  compute  earnings  per share and to  restate  all prior
     periods.  Under the new requirements  for calculating  primary earnings per
     share, the dilutive effect of stock options will be excluded. The impact is
     expected to result in no change to the primary  earnings  per share for the
     three months and six months ended June 30, 1997 and a $0.01  decrease and a
     $0.02  decrease to the primary  earnings  per share for the three month and
     six months ended June 30, 1996,  respectively.  The impact of Statement 128
     on the  calculation  of the  fully  diluted  earnings  per  share for these
     periods is not expected to be material.

7.   Other

     In 1994, the Company converted to a fifty-two/fifty-three  week fiscal year
     which will result in a fifty-two  week year in 1997. 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  financial  statements  have been  shown as
     ending on the last day of the calendar period.




                                       8
<PAGE>




                                      EMCON

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

RESULTS OF OPERATIONS

Current Year-to-Date versus Prior Year-to-Date.

Net Revenue: Net revenue for the first six months of 1997 totaled $52,048,000, a
5.6% decrease from  $55,149,000  for the first six months of 1996.  The decrease
was due in part  to the  divestiture  of the  Company's  laboratory  subsidiary,
Columbia Analytical  Services,  Inc. ("CAS"), at the end of the first quarter of
1997 (CAS  contributed net revenue of $4,904,000 in the first six months of 1997
and  $8,979,000  in the first six months of 1996 ), as well as lower  demand for
the Company's  professional services in the Company's South and Southwest areas.
The  decrease in net  revenue was offset in part by the growth of the  Company's
Operations and Construction  ("EOC") Division from net revenue of $8,174,000 for
the first six months of 1996  (following the  acquisition of OWT on February 29,
1996) to $15,086,000 for the first six months of 1997.

Direct  Expenses:  Direct expenses  include  compensation for billable hours for
technical and  professional  staff and other project  related  expenses.  Direct
expenses for the first six months of 1997 totaled  $24,812,000,  a 9.2% increase
compared  to direct  expenses of  $22,719,000  for the first six months of 1996.
Direct expenses as a percent of net revenue  increased to 47.7% in the first six
months of 1997 from 41.2% for the  comparable  period in 1996.  The increase was
due in large part to the shift in business mix resulting from the divestiture of
CAS  and the  continued  expansion  of the EOC  Division  combined  with  higher
utilization of professional staff.

Indirect Expenses:  Indirect expenses include compensation for nonbillable hours
of professional,  technical and administrative staff and general  administrative
expenses such as rent, bonuses,  benefits,  insurance,  legal,  depreciation and
amortization.  Indirect  expenses  for the  first  six  months  of 1997  totaled
$25,403,000,  a 19.4% decrease  compared to indirect expenses of $31,521,000 for
the first six months of 1996.  Indirect  expenses  as a percent  of net  revenue
decreased to 48.8% in the first six months of 1997 from 57.2% for the comparable
period  in  1996.  The  decrease  was due in part to the  above-noted  shift  in
business mix following the divestiture of CAS, the expansion of the EOC Division
and the planned contraction of the Professional  Services Division combined with
the positive impact of cost containment and restructuring  measures put in place
at the end of 1996.

Adjustment  of  Restructuring  Accrual:  During the first  quarter of 1997,  the
Company reversed an accrual of $75,000 made as part of the restructuring actions
taken in the fourth quarter of 1996. The year end accrual was revised to reflect
lower than  anticipated  costs  associated  with the  abandonment and subsequent
sublease of certain office space.



                                       9
<PAGE>

Loss on Disposition of Laboratory: During the first quarter of 1997, the Company
completed the sale of CAS to the employees of CAS for  $4,000,000 in cash,  CAS'
promissory notes for $3,219,000 and a continuing preferred stock interest in CAS
valued  at  $500,000.  The  Company  paid  $206,000  in cash to CAS for  retired
employee  contracts and for  accelerated  vesting of stock options and other non
vested  stock  rights.  In  anticipation  of  completing  the sale,  the Company
recognized impairment in the value of its investment in CAS of $3,327,000 at the
end of 1996.  As a result  of  several  pre  closing  adjustments,  the  Company
recognized an additional loss on disposition of CAS in the first quarter of 1997
of $333,000.

Gain on Sale of Assets:  During the quarter  ended March 31,  1997,  the Company
completed the sale of one of its landfill gas-to-energy projects,  including the
related leasehold production rights and associated machinery and equipment.  The
Company recognized a gain on disposition of the project of $826,000.

Income From Operations:  Income from operations for the first six months of 1997
totaled  $2,401,000,  a 164.1% increase  compared to $909,000 for the comparable
period in 1996. Income from operations, as a percent of net revenue increased to
4.6% for the first six  months  of 1997  from 1.6% in the  comparable  period in
1996.

Interest Income (Expense) Net: The Company  recorded  interest  expense,  net of
interest  income of $429,000  and  $299,000 for the first six months of 1997 and
1996, respectively.  The increase was due primarily to the increase in long-term
debt  incurred for purposes of financing the  acquisition  of OWT in February of
1996  and  the  subsequent  expansion  of one of  OWT's  landfill  gas-to-energy
projects, as well as the acquisition of NEP which was effective on May 1, 1997.

Quarters Ended June 30, 1997 and 1996.

Net  Revenue:  For  the  quarter  ended  June  30,  1997,  net  revenue  totaled
$24,467,000,  a 19.9%  decrease  from net revenue of  $30,542,000  in the second
quarter of 1996. The decrease in net revenue was attributable to the divestiture
of CAS at the end of the first quarter of 1997 (CAS  contributed  net revenue of
$5,269,000  in the  second  quarter  of 1996),  as well as lower  demand for the
Company's  professional  services  in all  but the  Company's  North  area.  The
decrease in net revenue  was offset in part by the  continued  growth of the EOC
Division.

Direct  Expenses:  Direct  expenses for the quarter  ended June 30, 1997 totaled
$12,206,000,  a  6.3%  decrease  from  direct  expenses  of  $13,030,000  in the
comparable period in 1996. Direct expenses as a percent of net revenue increased
to 49.9% in the second  quarter of 1997 from 42.7% in the  comparable  period in
1996.  The  increase  was due to the shift in business  mix  resulting  from the
divestiture  of CAS and the  expansion of the EOC Division  combined with higher
utilization of professional staff.

Indirect Expenses: Indirect expenses for the quarter ended June 30, 1997 totaled
$11,177,000,  a 33.2%  decrease from  indirect  expenses of  $16,722,000  in the
comparable  period  in 1996.  Indirect  expenses  as a  percent  of net  revenue
decreased  to 45.7% in the second  quarter of 1997 from 54.8% in the  comparable
period in 1996.  The  decrease  was  largely  due to the  above-noted  change in
business mix following the divestiture of CAS, the expansion of the EOC Division
and the planned contraction of the Professional  Services Division combined with
the positive impact of cost containment and restructuring  measures put in place
at the end of 1996.



                                       10
<PAGE>

Income from  Operations:  Income from  operations for the quarter ended June 30,
1997 totaled $1,084,000,  a 37.2% increase compared to income from operations of
$790,000 in the comparable  period in 1996.  Income from operations as a percent
of net revenue  increased to 4.4% in the second quarter of 1997 from 2.6% in the
comparable  period in 1996.  Interest Income (Expense) Net: The Company recorded
interest  expense  net of  interest  income of  $192,000  and  $277,000  for the
quarters  ended  June 30,  1997 and 1996,  respectively.  The net  decrease  was
primarily  attributable to a decrease in interest expense  associated with a net
decrease in the  Company's  long-term  indebtedness  and an increase in interest
income earned on the note  receivable from the CAS divestiture at the end of the
first quarter of 1997.


LIQUIDITY AND CAPITAL RESOURCES

During  the  first  six  months  of 1997 the  Company  financed  its  operations
principally  from cash on hand,  cash generated from the  disposition of assets,
and from the return on  investment  of its cash and cash  equivalents.  Net cash
provided  by  operating  activities  during  the  first  six  months of 1997 was
$474,000.

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 credit.  Under the new
agreement,  the Company borrowed  $10,000,000 on a term loan basis with interest
at a variable rate,  generally 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 remaining $10,000,000 under
the credit  agreement is available on a line of credit basis for working capital
purposes  (with  up to  $5,000,000  of this  amount  also  being  available  for
non-working  capital  purposes).  The line of  credit  component  of the  credit
agreement expires on May 31, 1998. 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.

The Company invested  $2,341,000 in the first six months of 1997 in additions to
property and equipment;  mainly computers,  field equipment and the expansion of
its equipment fabrication facilities.

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.



                                       11
<PAGE>





                                      EMCON

                            PART II OTHER INFORMATION

Items 1. - 3.     Not applicable.

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

On May 29, 1997, the Annual Meeting of the Shareholders of EMCON was held at the
Syracuse  Room of the  Holiday  Inn  Select,  1221  Chess  Drive,  Foster  City,
California. Of the 8,543,012 shares outstanding as of the record date, 7,006,679
shares were present or represented by proxies at the meeting.

Election of  Directors.  An election of directors  was held with the  following
individuals  being  elected to the Board of Directors:

                                           For               Withheld
                                        ---------            --------
         Douglas P. Crane               6,799,943            206,736
         Eugene M. Herson               6,813,308            193,371
         Donald R. Andres               6,814,966            191,713
         Richard A. Peluso              6,836,048            170,631
         Jack M. Marzluft               6,700,562            306,117
         Donald R. Kerstetter           6,716,698            289,981
         Peter Vardy                    6,791,513            215,166


Ratification Of Appointment Of Independent  Auditors.  The shareholders voted to
ratify the appointment of Ernst & Young LLP as EMCON's independent  auditors for
the fiscal year ending December 31, 1997. The proposal received  6,865,057 votes
for, 123,678 votes against, and 17,944 abstentions.

Item 5.           Not Applicable

Item 6.           Exhibits and Reports

(a)  Exhibits - See Index to Exhibits on Page 14

(b)  Reports on Form 8-K - Not Applicable






                                       12
<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:  August 8, 1997                     EMCON


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





                                       13
<PAGE>






                                      EMCON

                                INDEX TO EXHIBITS

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.

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").

3.3     Certificate of Amendment of Restated Articles of                  *
        Incorporation as filed on  June 4, 1991, incorporate
        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.




                                       14
<PAGE>






                                                                  Sequentially
Exhibit                                                             Numbered
Number                   INDEX TO EXHIBITS (Continued)                Page
--------                                                         --------------
10.1    EMCON 1986 Incentive Stock Option Plan and Amendment,         *(1)
        incorporated by reference from Exhibit 10.15 of 
        the Form S-1 Registration Statement. 
                         
10.2    Form of Agreement pursuant to Salary Continuation Plan,       *(1)
        incorporated by reference from Exhibit 10.17 of the 
        Form S-1 Registration Statement.

10.3    Schedule identifying Agreements pursuant to Salary            *(1)
        Continuation Plan between  Registrant and certain 
        employees, incorporated by reference from Exhibit 
        10.3 of the March 1997 10-Q.

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

10.8    EMCON Deferred Compensation Plan effective January 1,         *(1)
        1994, incorporated by reference from Exhibit 10.12 of 
        the Registrant's Annual Report on Form 10-K for
        the fiscal year ended December 31, 1993 (the "1993 10-K").

10.9    Trust Agreement for the EMCON Deferred Compensation Plan      *(1)
        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 1993 10-K.

10.10   Agreement between Eugene M. Herson and Registrant dated       *(1)
        November 30, 1995, incorporated by reference from 
        Exhibit 10.21 of Registrant's Annual Report on Form 10-K 
        for the fiscal year ended December 31, 1995 (the "1995 10-K").





                                       15
<PAGE>






                                                                  Sequentially
Exhibit                                                             Numbered
Number                   INDEX TO EXHIBITS (Continued)                Page
--------                                                          -------------
10.12      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.

10.13      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.

10.14      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.

10.15      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.

10.16      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.

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

10.18      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.

10.19      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.

10.20      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.

10.21      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.

10.22      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.




                                       16
<PAGE>






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

10.23      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.

10.24      Amendment 1997-I to EMCON Deferred Compensation Plan       18
           dated effective February 22, 1997.

10.25      Fourth Amendment to Credit Agreement dated effective       21
           June 24, 1997 among EMCON and Union Bank of California, 
           N.A.

11.1       Computation of Income (Loss) Per Share.                    24
    
 27        Financial Data Schedule, included herein.                  25

*   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.




                                       17