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 September 30, 1996

                                       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: (415) 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 [    ]

8,528,454 shares of Common Stock Issued and Outstanding as of November 6, 1996.




                                       1
<PAGE>




                                      EMCON
                                      INDEX
                               REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996




                                                                       Page
                                                                      Number

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

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

PART I.   FINANCIAL INFORMATION

      Item 1.   Financial Statements

                Consolidated Balance Sheets -
                September 30, 1996 and December 31, 1995..........      3

                Consolidated Statements of Income -
                Three months and nine months ended
                September 30, 1996 and 1995.......................      4

                Consolidated Statements of Cash Flows -
                Nine months ended September 30, 1996 and 1995.....      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 Exhibits....................................................      14






                                       2
<PAGE>



                                      EMCON
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      September 30,    December 31,
                                                                                                          1996             1995
(In thousands, except share amounts)                                                                   (Unaudited)      (Audited)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>                <C>

ASSETS
Current Assets:
Cash and cash equivalents .....................................................................        $  5,183          $  9,451
Marketable securities .........................................................................            --                 501
Accounts receivable, net of allowance for doubtful accounts of $1,162
   and $1,052 at September 30,1996 and December 31, 1995, respectively ........................          40,876            34,925
Prepaid expenses and other current assets .....................................................           5,053             3,066
                                                                                                       --------          --------

   Total Current Assets .......................................................................          51,112            47,943

Net property and equipment, at cost ...........................................................          21,522            16,690

Other assets ..................................................................................           4,938             3,579
Deferred tax assets ...........................................................................           1,823             1,677
Intangible assets, net of amortization ........................................................          21,247             8,747
                                                                                                       --------          --------

   Total Assets ...............................................................................        $100,642          $ 78,636
                                                                                                       ========          ========

LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities:
Accounts payable ..............................................................................        $  5,183          $  4,174
Accrued payroll and related benefits ..........................................................           6,760             4,975
Other accrued liabilities .....................................................................           2,044             2,109
Non-current obligations due within one year ...................................................           1,647               372
                                                                                                       --------          --------

   Total Current Liabilities ..................................................................          15,634            11,630

Non-current obligations .......................................................................          18,368             1,700
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; 8,528,454
   and 8,329,343 shares issued and outstanding at September 30, 1996 and
   December 31, 1995, respectively ............................................................          42,064            41,401
Retained earnings .............................................................................          24,576            23,918
Unrealized losses on marketable securities ....................................................            --                 (13)
                                                                                                       --------          --------

   Total Shareholders' Equity .................................................................          66,640            65,306
                                                                                                       --------          --------

   Total Liabilities and Shareholders' Equity .................................................        $100,642          $ 78,636
                                                                                                       ========          ========
</TABLE>

See accompanying notes





                                       3
<PAGE>





                                      EMCON

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                       Three months ended                   Nine months ended
                                                                          September 30,                       September 30,
                                                                -------------------------------      ------------------------------
(In thousands, except per share amounts)                            1996               1995               1996               1995
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>               <C>                 <C>    
Gross revenue ..........................................         $  36,416          $  32,106          $ 100,861          $  93,591
Outside services, at cost ..............................             4,856              5,470             14,152             14,226
                                                                 ---------          ---------          ---------          ---------

   Net revenue .........................................            31,560             26,636             86,709             79,365

Costs and expenses:
   Direct expenses .....................................            14,894             10,237             37,613             30,273
   Indirect expenses ...................................            16,084             15,608             47,605             46,763
                                                                 ---------          ---------          ---------          ---------

      Income from operations ...........................               582                791              1,491              2,329

Interest income (expense), net .........................              (266)                71               (565)               166
Equity in income (loss) of affiliates ..................                83                 (3)                86                (53)
                                                                 ---------          ---------          ---------          ---------

Income before provision for income taxes ...............               399                859              1,012              2,442

Provision for income taxes .............................               140                209                354                684
                                                                 ---------          ---------          ---------          ---------

Net income .............................................         $     259          $     650          $     658          $   1,758
                                                                 =========          =========          =========          =========

Income per share .......................................         $    0.03          $    0.08          $    0.08          $    0.22
                                                                 =========          =========          =========          =========
                                                                                                                               
</TABLE>





See accompanying notes





                                       4
<PAGE>




                                      EMCON

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

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

                                                                                           Nine months ended
                                                                                             September 30,
                                                                                     ----------------------------
Increase (decrease) in cash and cash equivalents (in thousands)                           1996            1995
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>               <C>
Cash flow from operating activities:
   Net income ....................................................................      $   658         $ 1,758
   Adjustments to reconcile net income to net cash
   provided by (used for) operating activities:
     Depreciation and amortization ...............................................        4,922           3,867
     Loss on sale/disposal of property and equipment .............................          122             149
     Increase in salary continuation plan ........................................           97              52
     Changes in operating assets and liabilities:
       Accounts receivable .......................................................       (1,759)          1,160
       Prepaid expenses and other current assets .................................         (662)          1,094
       Other assets ..............................................................       (2,780)           (647)
       Accounts payable ..........................................................         (651)         (3,886)
       Accrued payroll and related benefits ......................................        1,401            (972)
       Other accrued liabilities .................................................       (1,766)           (375)
----------------------------------------------------------------------------------      -------         -------
   Net cash provided by (used for) operating activities ..........................         (418)          2,200
----------------------------------------------------------------------------------      -------         -------
Cash flow from investing activities:
   Additions to property and equipment ...........................................       (2,722)         (2,693)
   Purchases of available for sale securities ....................................         --                (1)
   Maturities of available for sale securities ...................................          514           1,454
   Acquisitions,  net of cash acquired ...........................................       (3,827)           --
   Proceeds from sale of property and equipment ..................................          176              59
----------------------------------------------------------------------------------      -------         -------
   Net cash used for investing activities ........................................       (5,859)         (1,181)
----------------------------------------------------------------------------------      -------         -------
Cash flow from financing activities:
   Proceeds of new debt obligation ...............................................        8,348            --
   Payment of current and noncurrent obligations .................................       (7,002)            145
   Issuance of common stock for cash .............................................          663             501
----------------------------------------------------------------------------------      -------         -------
   Net cash provided by financing activities .....................................        2,009             646
----------------------------------------------------------------------------------      -------         -------
Increase (decrease) in cash and cash equivalents .................................       (4,268)          1,665
Cash and cash equivalents, beginning of year .....................................        9,451           5,152
----------------------------------------------------------------------------------      -------         -------
Cash and cash equivalents, end of period .........................................      $ 5,183         $ 6,817
----------------------------------------------------------------------------------      -------         -------
</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, 1995.

2.   Restructuring Charges

    In December 1994, as a result of changes in senior management, the Company's
    Board of Directors  approved a corporate  restructuring  plan which 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  nine  months  ended
    September  30, 1996,  $91,000 of cash charges  related to the  restructuring
    were incurred and charged against the established  reserve. At September 30,
    1996, $61,000 of accrued  restructuring  costs remained and were included in
    other  accrued  liabilities.  To date,  $1,103,000  of  restructuring  costs
    related to this action have been incurred.

3.  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 Company purchased OWT for $13,859,000 in cash
    plus the issuance of convertible notes held by certain senior OWT management
    in the aggregate principal amount of $1,747,000 and other direct acquisition
    costs of $77,000.  The notes bear  interest at the rate of 8% per annum with
    all  principal  due and  payable in full on March 1, 2001.  The notes may be
    converted  into  shares of OWT  common  stock  upon an  underwritten  public
    offering of OWT's common stock in an amount in excess of $10,000,000. In the
    event  that the notes  have not been  converted  into OWT  shares,  they may
    instead  be  converted  into  shares of EMCON  common  stock for a period of
    ninety days after  November  30, 2001,  at a  conversion  price of $6.50 per
    share.

     Specifically  identifiable  intangible assets and goodwill of approximately
     $11,786,000  resulting  from this  acquisition  are included in  intangible
     assets and are being  amortized  over periods not  exceeding  thirty years.
     Accumulated  amortization  related to this  acquisition as of September 30,
     1996 was approximately $229,000.




                                       6
<PAGE>




     The following  summarizes the unaudited pro forma net revenue,  net income,
     and income per share for the  combined  company  for the nine month  period
     ended  September  30,  1996 and 1995 had the  acquisition  occurred  at the
     beginning of the period presented.

                                                       (unaudited)
                                                    Nine months ended
                                                       September 30,
                                               --------------------------------
       (in thousands)                              1996            1995
       ------------------------------------------------------------------------
       Net revenue                               $89,608          $92,341
       Net income                                    342            1,585
       Income per share                          $  0.05          $  0.20
       ------------------------------------------------------------------------

    The above  proforma  results of  operations  do not  purport to reflect  the
    actual results of operations had the Company actually acquired OWT as of the
    beginning of the period presented.

     On  May  31,  1996,  EMCON  acquired  the  operations  of  Cascade  Pacific
     Engineering,  Inc. ("Cascade").  The transaction was structured as an asset
     acquisition with EMCON acquiring substantially all of the assets of Cascade
     for $546,000 in cash plus the assumption of substantially  all of Cascade's
     liabilities.  The tangible net assets acquired were valued at $84,000.  The
     $462,000  excess  of cost over the fair  value of net  assets  acquired  is
     included in  intangible  assets and is being  amortized  over three  years.
     Accumulated  amortization  related to this  acquisition as of September 30,
     1996 was approximately $51,000.

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 an
     interest  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.  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  available for  non-working  capital  purposes).  The line of
     credit component of the credit agreement expires on May 31, 1997.

 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.




                                       7
<PAGE>



6.  Income Per Share

    Income  per share is based on the  weighted  average  number  of common  and
    dilutive common  equivalent  shares  outstanding using the modified treasury
    stock method for the three months and nine months ended  September  30, 1996
    and 1995.

7.  Other

    In 1994, the Company converted to a  fifty-two/fifty-three  week fiscal year
    which will result in a fifty-three week year in 1996. 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.

CAUTIONARY  STATEMENT REGARDING FORWARD-LOOKING  STATEMENTS.  Statements in this
report that are  forward-looking are based on current  expectations,  and actual
results may differ materially. Forward-looking statements involve numerous risks
and  uncertainties  that  could  cause  actual  results  to  differ  materially,
including,  but not  limited  to,  the  possibilities  that the  demand  for the
Company's  services  may decline as a result of possible  changes in general and
industry  specific economic  conditions and the effects of competitive  services
and pricing;  one or more current or future  claims made against the Company may
result in substantial liabilities; and such other risks and uncertainties as are
described in reports and other  documents filed by the Company from time to time
with the Securities and Exchange Commission.

RESULTS OF OPERATIONS

CURRENT  YEAR-TO-DATE VERSUS PRIOR YEAR-TO-DATE.  Net revenue for the first nine
months of 1996 totalled $86,709,000,  including  $14,440,000  contributed by OWT
following  its  acquisition  on February  29, 1996.  Excluding  OWT, net revenue
totalled  $72,269,000,  an 8.9% decrease compared with $79,365,000 for the first
nine  months  of  1995.   The   decrease   was   attributable   to   significant
underperformance  of  the  Company's  Laboratory  Division  in  the  Alaska  and
Northeast  markets and the  Consulting  Division in the Alaska,  Washington  and
Southeast markets combined with a decrease in revenue due to a reduced headcount
following  recent  reductions in force in those markets.  The decrease was, to a
lesser extent, also attributable to particularly difficult weather conditions in
the Northeast and Northwest areas during the first quarter.

Direct  expenses  for  the  first  nine  months  of 1996  totalled  $37,613,000,
including  direct  expenses from OWT of  $10,002,000.  Direct  expenses  include
compensation for billable hours for technical and  professional  staff and other
project related expenses and direct labor and materials for laboratory  testing.
Excluding  OWT,  direct  expenses  for the first  nine  months of 1996  totalled
$27,611,000 a decrease of 8.8% compared with  $30,273,000 for the same period in
1995.  Excluding OWT,  direct  expenses as a percent of net revenue in the first
nine months of 1996 increased slightly to 38.2% from 38.1% in the same period in
1995.

Indirect  expenses  for the  first  nine  months of 1996  totalled  $47,605,000,
including  indirect  expenses from OWT of $2,112,000.  Indirect expenses include
nonbillable  hours for  professional,  technical  and  administrative  staff and
general expenses such as rent, bonuses,  benefits,  insurance,  severance, legal
and depreciation.  Excluding OWT, indirect expenses for the first nine months of
1996 totalled $45,493,000;  a decrease of 2.7% compared with $46,763,000 for the
same  period in 1995.  Excluding  OWT,  indirect  expenses  as a percent  of net
revenue  increased  to 62.9% in the first nine  months of 1996 from 58.9% in the
same  period in 1995.  The  increase  in  indirect  expenses as a percent of net
revenue was principally due to the above noted decrease in net revenue  combined
with the effect of significant  severance costs and expenses  related to closing
several small offices,  combined with higher start up costs  associated with the
expansion of the  Company's  Operation and  Construction  (EOC)  division.  This
increase  was  offset  in  part by  prior  reductions  in  force  and  continued
implementation of the Company's previously announced cost containment measures.

                                       9
<PAGE>

Income from  operations for the first nine months of 1996 totalled  $1,491,000 a
36.0% decrease compared to $2,329,000 for the comparable period in 1995.

The Company  recorded  interest  expense net of interest  income of $565,000 and
interest  income net of interest  expense  $166,000 for the first nine months of
1996 and 1995, respectively.  The net increase in interest expense was primarily
attributable to an increase in the Company's long term  indebtedness  (including
assumption of the outstanding OWT convertible notes and other  project/equipment
related  indebtedness  and the $10,000,000 loan undertaken to partially fund the
OWT acquisition), and a reduction in the Company's cash available for investment
as a result of the OWT acquisition.

QUARTERS ENDED  SEPTEMBER 30, 1996 AND 1995. For the quarter ended September 30,
1996, net revenue totalled $31,560,000, including $6,817,000 contributed by OWT.
Excluding OWT, net revenue in the quarter totalled $24,743,000,  a 7.1% decrease
compared  with  $26,636,000  in the third  quarter of 1995.  The decrease on the
quarter  was  attributable  to  significant  underperformance  of the  Company's
Laboratory  Division  in the Alaska and  Northeast  markets  and the  Consulting
Division  in the  Alaska,  Washington  and  Southeast  markets  combined  with a
decrease in revenue due to reduced  headcount  following  recent  reductions  in
force in those markets.

Direct  expenses in the quarter ended  September 30, 1996 totalled  $14,894,000,
including direct expenses from OWT of $5,184,000. Excluding OWT, direct expenses
for  third  quarter  totalled  $9,710,000;  a  decrease  of 5.1%  compared  with
$10,237,000  for the same period in 1995.  Excluding OWT,  direct  expenses as a
percent  of net  revenue  in the  third  quarters  of  1996  and  1995  remained
relatively constant at 39.2% and 38.4%, respectively.

Indirect expenses in the quarter ended September 30, 1996 totalled  $16,084,000,
including  indirect  expenses  from OWT of  $792,000.  Excluding  OWT,  indirect
expenses for the third quarter of 1996 totalled $15,292,000;  a decrease of 2.0%
compared with $15,608,000 for the same period in 1995.  Excluding OWT,  indirect
expenses as a percent of net revenue increased to 61.8% in the third quarter of`
1996 from 58.6% in the same period in 1995. The increase in indirect expenses as
a percent of net revenue was  principally due to the above noted decrease in net
revenue  combined with the effect of  significant  severance  costs and expenses
related to closing  several small  offices,  combined with higher start up costs
associated with the expansion of the Company's  Operation and Construction (EOC)
Division. This increase was offset in part by cost savings from prior reductions
in force and continued implementation of the Company's previously announced cost
containment measures.

Income  from  operations  for the quarter  ended  September  30,  1996  totalled
$582,000;  a 26.4% decrease  compared to $791,000 for the  comparable  period in
1995.

The Company  recorded  interest  expense net of interest  income of $266,000 and
interest  income  net of  interest  expense of $71,000  for the  quarters  ended
September 30, 1996 and 1995, respectively.  The net increase in interest expense
was  primarily   attributable   to  an  increase  in  the  Company's  long  term
indebtedness  (including assumption of the outstanding OWT convertible notes and
other project/equipment related indebtedness and the $10,000,000 loan undertaken
to partially  fund the OWT  acquisition),  and a reduction in the Company's cash
available for investment as a result of the OWT acquisition.

                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

During  the first nine  months of 1996,  the  Company  financed  its  operations
principally  from cash and  marketable  securities  on hand,  cash  generated by
operations  and the issuance of common stock under the Company's  Employee Stock
Purchase Plan, and from the return on investment on its cash,  cash  equivalents
and marketable  securities.  Net cash used by operations  during the nine months
ended  September 30, 1996 was $418,000.  At September 30, 1996,  the Company had
cash and cash equivalents of $5,183,000.

The Company  invested  $2,722,000  for the purchase of property and equipment in
the first nine months of 1996,  primarily  for field  equipment,  computers  and
communication  systems  and  laboratory  equipment.   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.  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, 1997.






                                       11
<PAGE>



                                      EMCON

                            PART II OTHER INFORMATION

Items 1. - 5.     Not applicable.

Item 6.           Exhibits and Reports

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

(b) Reports on Form 8-K - No reports on Form 8-K were filed with the  Securities
    and Exchange Commission during the quarter ended September 30, 1996.





                                       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: November 6, 1996                  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                          Sequentially
   Exhibit                                                           Numbered
   Number                     INDEX TO EXHIBITS                        Page
--------------                                                     ------------

    2.1      Certificate  of Ownership  reflecting the merger of         *
             Registrant's wholly-owned subsidiary,  Wehran/Emcon
             Northeast, Inc., into Registrant effective December
             20,1994, incorporated by reference from Exhibit 2.2
             of the  Annual  Report on Form 10-K for the  fiscal
             year ended December 31, 1994 (the "1994 10-K").

    2.2      Certificate  of Ownership  reflecting the merger of         *
             Registrant's   wholly-owned   subsidiary,    Wehran
             Engineering Corporation,  into Registrant effective
             December 23, 1994,  incorporated  by reference from
             Exhibit 2.3 of the 1994 10-K.

    2.3      Certificate  of Ownership  reflecting the merger of         *
             Registrant's     wholly-owned    subsidiary,     EA
             Associates,  into Registrant effective December 31,
             1994, incorporated by reference from Exhibit 2.4 of
             the 1994 10-K.

    2.4      Certificate  of Ownership  reflecting the merger of         *
             Registrant's   wholly-owned   subsidiaries,   EMCON
             Northwest,   Inc.,  EMCON  Southeast,  Inc.,  EMCON
             Baker-Shiflett,   Inc.,  and  Eldredge  Engineering
             Associates,   Inc.,   into   Registrant   effective
             December 31, 1994,  incorporated  by reference from
             Exhibit 2.5 of the 1994 10-K.

    2.5      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  Amendment  No. 1 to Form 8-K /A
             dated April 15, 1996.

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




                               14
<PAGE>


                                                                  Sequentially
   Exhibit                                                           Numbered
   Number                     INDEX TO EXHIBITS (Continued)            Page
--------------                                                     ------------
        
    10.3     Schedule identifying  Agreements pursuant to Salary         *(1)
             Continuation  Plan between  Registrant  and certain
             employees,  incorporated  by reference from Exhibit
             10.7 of the  Annual  Report  on Form  10-K  for the
             fiscal  year  ended  December  31,  1995 (the "1995
             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  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 the  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  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    EMCON  Deferred   Compensation  Plan  effective             *(1)
             January 1, 1994, incorporated by reference from
             Exhibit 10.12 of the 1993 10-K.
  
     10.9    Trust Agreement for the EMCON Deferred Compensation         *(1)
             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 1993 10-K.
  
     10.10   Credit  Agreement  between The Bank of  California,         *
             N.A. and Registrant  dated  September 20, 1991 with
             Amendment  dated  May  31,  1992,  incorporated  by
             reference from Exhibits 10.11 and 10.12 of the 1992
             10-K.
  
     10.11   Second  Amendment to Credit  Agreement  between The         *
             Bank  of  California,  N.A.  and  Registrant  dated
             effective May 31, 1993,  incorporated  by reference
             from Exhibit 10.13 of Registrant's Quarterly Report
             on Form 10-Q for the quarter ended June 30, 1993.
  
     10.12   Third  Amendment  to Credit  Agreement  between The         *
             Bank  of  California,  N.A.  and  Registrant  dated
             effective June 2, 1994,  incorporated  by reference
             from Exhibit 10.16 of Registrant's Quarterly Report
             on Form 10-Q for the quarter ended June 30, 1993.
  
     10.13   Fourth  Amendment to Credit  Agreement  between the         *
             Bank  of  California,  N.A.  and  Registrant  dated
             effective May 31, 1995,  incorporated  by reference
             from Exhibit 10.17 of the June 30, 1995 10-Q.
  
     10.14   Letter   Agreement   between  H.  Lee  Fortier  and         *(1)
             Registrant  dated March 14, 1994,  incorporated  by
             reference  from Exhibit  10.21 of the September 30,
             1994 Form 10-Q.
  
     10.15   Agreement  between  Eugene M. Herson and Registrant         *(1)
             dated November 30, 1995,  incorporated by reference
             from Exhibit 10.21 of the 1995 10-K.




                               15
<PAGE>


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

    10.16    Agreement   between  R.   Michael   Momboisse   and         *(1)
             Registrant dated November 10, 1995, incorporated by
             reference from Exhibit 10.22 of the 1995 10-K.
    
    10.17    Credit  Agreement  between The Bank of  California,         *
             N.A.  and  Registrant   dated  February  29,  1996,
             incorporated  by reference from Exhibit 10.2 of the
             Current  Report on Form 8-K dated February 29, 1996
             (the "February 1996 8-K.").
    
    10.18    Security  Agreement between The Bank of California,         *
             N.A.  and  Registrant   dated  February  29,  1996,
             incorporated  by reference from Exhibit 10.3 of the
             February 1996 8-K.
   
    10.19    Pledge  Agreement  between The Bank of  California,         *
             N.A.  and  Registrant   dated  February  29,  1996,
             incorporated  by reference from Exhibit 10.4 of the
             February 1996 8-K.
    
    10.20    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 February 1996 8-K.
    
    10.21    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 February 1996 8-K.
   
    10.22    Note Agreement among the  Registrant,  OWT, Mark H.         *
             Shipps, and certain employees of OWT,  incorporated
             by reference from Exhibit 10.1 of the February 1996
             8-K.
    
    11.1     Computation  of Income Per Share,  incorporated  as         17
             part of this submission as document type EX-11.1.

*   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.



                               16
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