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, 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 [ ]

8,572,465 shares of Common Stock Issued and Outstanding as of October 31, 1997.


                                       1


<PAGE>

                                      EMCON
                                TABLE OF CONTENTS
                               REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997



                                                                     Page
                                                                    Number

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

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

PART I.   FINANCIAL INFORMATION

   Item 1.        Financial Statements

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

                  Consolidated Statements of Income -
                  Three months and nine months ended
                  September 30, 1997 and 1996.......................   4

                  Consolidated Statements of Cash Flows -
                  Nine months ended September 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
------------------------------------------------------------------------------- ------------------ ------------------
                                                                                  September 30,      December 31,
                                                                                      1997               1996
(In thousands, except share amounts)                                               (Unaudited)         (Audited)
------------------------------------------------------------------------------- ------------------ ------------------
<S>                                                                               <C>                <C>

ASSETS
Current Assets:
Cash and cash equivalents...................................................      $   4,062          $   5,331
Accounts receivable, net of allowance for doubtful accounts of $1,271
   and $951 at September 30, 1997 and December 31, 1996, respectively.......         41,550             32,860
Costs and estimated earnings in excess of billings on uncompleted
   contracts ...............................................................          2,248                904
Prepaid expenses and other current assets...................................          5,594              4,425
Assets held for sale .......................................................             --              9,382
                                                                                  ---------          ---------
   Total Current Assets ....................................................         53,454             52,902

Net property and equipment, at cost ........................................         15,371             14,722

Other assets  ..............................................................          8,135              4,800
Deferred tax assets ........................................................          4,818              4,818
Goodwill, net of amortization ..............................................         13,786             12,716
Other intangible assets, net of amortization ...............................            845                954
                                                                                  ---------          ---------
   Total Assets ............................................................        $96,409           $ 90,912
                                                                                  =========          =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable  ..........................................................       $  9,336          $   5,483
Accrued payroll and related benefits .......................................          4,807              6,020
Other accrued liabilities ..................................................          5,775              4,454
Billings in excess of costs and estimated earnings
   on uncompleted contracts ................................................          2,945                 94
Long-term obligations due within one year ..................................          1,976              2,250
                                                                                  ---------          ---------
   Total Current Liabilities ...............................................         24,839             18,301

Long-term debt .............................................................         11,204             14,667
Other noncurrent obligations ...............................................          2,264              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; 8,572,465
   and 8,512,688 shares issued and outstanding at September 30, 1997 and
   December 31, 1996, respectively .........................................         42,193             42,001
Retained earnings ..........................................................         15,909             13,811
                                                                                  ---------          ---------
   Total Shareholders' Equity  .............................................         58,102             55,812
                                                                                  ---------          ---------
   Total Liabilities and Shareholders' Equity ..............................       $ 96,409           $ 90,912
                                                                                  =========          =========
</TABLE>

See accompanying notes

                                       3

<PAGE>

<TABLE>
<CAPTION>

                                     EMCON

                       CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

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

Gross revenue ............................     $ 40,764        $ 36,416             $ 105,241        $100,861
Outside services, at cost ................       10,865           4,856                23,294          14,152
                                               --------        --------             ---------        --------
   Net revenue ...........................       29,899          31,560                81,947          86,709

Costs and expenses:
   Direct expenses .......................       15,916          14,894                40,728          37,613
   Indirect expenses .....................       12,194          16,084                37,597          47,605
   Restructuring .........................           --              --                   (75)             --
   Loss on disposition of laboratory .....           --              --                   333              --
   Gain on sale of assets ................           --              --                  (826)             --
                                               --------         -------              --------        --------
      Income from operations .............        1,789             582                 4,190           1,491

Interest income (expense), net ...........         (130)           (266)                 (559)           (565)
Equity in income (loss) of affiliates ....           63             121                    97             201
Minority interest ........................         (271)            (38)                 (454)           (115)
                                               --------         -------              --------        --------    
Income before provision for income taxes..        1,451             399                 3,274           1,012

Provision for income taxes ...............          508             140                 1,146             354
                                               --------         -------              --------        --------
Net income ...............................     $    943         $   259              $  2,128        $    658
                                               ========         =======              ========        ========
Net income per share .....................     $   0.11         $  0.03              $   0.25        $   0.08
                                               ========         =======              ========        ========
</TABLE>



See accompanying notes


                                       4

<PAGE>

<TABLE>
<CAPTION>

                                     EMCON

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

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

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

Cash flow from operating activities:
   Net income ...............................................................           $ 2,128       $     658
   Adjustments to reconcile net income to net cash
   provided by (used for) operating activities:
     Depreciation and amortization ..........................................             3,253           4,922
     Bad debt expense .......................................................             1,022             204
     Loss on sale/disposal of property and equipment ........................                48             122
     Loss on disposition of laboratory ......................................               333              --
     Gain on disposition of assets ..........................................              (826)             --
     Increase in salary continuation plan ...................................                64              97
     Changes in operating assets and liabilities:
       Accounts receivable ..................................................            (8,396)         (1,963)
       Cost in excess of billings ...........................................            (1,344)             --
       Prepaid expenses and other current assets ............................              (691)           (662)
       Other assets  ........................................................              (494)         (2,780)
       Accounts payable .....................................................             3,857            (651)
       Accrued payroll and related benefits .................................              (111)          1,401
       Billings in excess of cost ...........................................             1,209              --
       Other accrued liabilities ............................................             2,851          (1,766)
------------------------------------------------------------------------------------ --------------- --------------
   Net cash provided by (used for) operating activities .....................             2,903            (418)
------------------------------------------------------------------------------------ --------------- --------------
Cash flow from investing activities:
   Additions to property and equipment ......................................            (3,222)         (2,722)
   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 .............................               122             176
------------------------------------------------------------------------------------ --------------- --------------
   Net cash provided by (used for) investing activities .....................               676          (5,859)
------------------------------------------------------------------------------------ --------------- --------------
Cash flow from financing activities:
   Dividend payments ........................................................               (30)             --
   Proceeds of new debt obligation ..........................................               137           8,348
   Payment of current and noncurrent obligations ............................            (5,165)         (7,002)
   Issuance of common stock for cash ........................................               210             663
------------------------------------------------------------------------------------ --------------- --------------
   Net cash provided by (used for) financing activities .....................            (4,848)          2,009
------------------------------------------------------------------------------------ --------------- --------------
Decrease in cash and cash equivalents .......................................            (1,269)         (4,268)
Cash and cash equivalents, beginning of year ................................             5,331           9,451
------------------------------------------------------------------------------------ --------------- --------------
Cash and cash equivalents, end of period ....................................          $  4,062        $  5,183
------------------------------------------------------------------------------------ --------------- --------------
</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
     consolidated  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
     nine  months  ended   September   30,  1997,   $164,000   relating  to  the
     restructuring were incurred and charged against the established reserve. At
     September 30, 1997, $874,000 of the 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,  $283,000 of  restructuring  costs related to these actions have been
     incurred. All remaining actions are expected to be substantially  completed
     by the fourth 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 nine months
     ended  September  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.  ("OWT"),  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 landfill  civil  construction  and related  soils
     processing.  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  September  30,  1997,  was  approximately
     $24,000.  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 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 nine month  periods
     ended  September 30, 1997 and 1996 had the  acquisition  of OWT occurred at
     the beginning of the periods presented.


                                                    (unaudited)
                                                 Nine months ended
                                                   September 30,
                                   ---------------------------------------------
       (in thousands)                             1997               1996
       -------------------------------------------------------------------------
       Net revenue                               $81,947            $89,608
       Net income                                  2,128                342
       Income per share                        $    0.25          $    0.05
       -------------------------------------------------------------------------



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. 

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 for the three months and nine months ended September 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 nine months ended  September  30,
     1996 is based on the weighted  average number of common and dilutive common
     equivalent shares 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 nine months ended  September  30, 1997 and  September  30,
     1996.  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 nine months of 1997 totaled $81,947,000 a
5.5% decrease from  $86,709,000  for the first nine 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 nine months of 1997
and  $14,917,000 in the first nine months of 1996),  as well as lower demand for
the  Company's  professional  consulting  services in the  Northwest,  South and
Southwest areas of the Company's  Professional  Services Division  ("PSD").  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 $15,501,000 for
the first nine months of 1996  (following the acquisition of OWT on February 29,
1996) to $28,302,000 for the first nine months of 1997.

Direct Expenses: Direct expenses include all project related expenses, including
compensation  for billable hours for technical and  professional  staff.  Direct
expenses for the first nine months of 1997 totaled $40,728,000, an 8.3% increase
compared to direct  expenses of  $37,613,000  for the first nine months of 1996.
Direct expenses as a percent of net revenue increased to 49.7% in the first nine
months of 1997 from 43.4% 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 within the Professional Services Division.

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  nine  months  of 1997  totaled
$37,597,000,  a 21.0% decrease  compared to indirect expenses of $47,605,000 for
the first nine  months of 1996.  Indirect  expenses  as a percent of net revenue
decreased  to  45.9%  in the  first  nine  months  of 1997  from  54.9%  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 first quarter of 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 nine months of 1997
totaled $4,190,000,  a 181.0% increase compared to $1,491,000 for the comparable
period in 1996. Income from operations, as a percent of net revenue increased to
5.1% for the first  nine  months of 1997 from 1.7% in the  comparable  period in
1996.

Interest Income (Expense) Net: The Company  recorded  interest  expense,  net of
interest  income of $559,000  and $565,000 for the first nine months of 1997 and
1996, respectively.

Quarters Ended September 30, 1997 and 1996.

Net Revenue:  For the quarter  ended  September  30, 1997,  net revenue  totaled
$29,899,000,  a 5.3%  decrease  from net  revenue  of  $31,560,000  in the third
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
$5,938,000  in the third  quarter  of  1996),  as well as lower  demand  for the
Company's  professional  services in the Southwest  and  Northwest  areas of the
Professional Services Division. Excluding the impact of CAS, net revenue for the
third quarter of 1997 actually  increased by 16.7% over the comparable period in
1996,  largely due to the continued growth of the EOC Division  combined with an
increase in demand for professional services in the North and South areas of the
Professional Services Division.

Direct  Expenses:  Direct  expenses  for the quarter  ended  September  30, 1997
totaled $15,916,000,  a 6.9% increase from direct expenses of $14,894,000 in the
comparable period in 1996. Direct expenses as a percent of net revenue increased
to 53.2% in the third  quarter  of 1997 from 47.2% 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 within the Professional Services Division.

Indirect  Expenses:  Indirect  expenses for the quarter ended September 30, 1997
totaled  $12,194,000,  a 24.2% decrease from indirect expenses of $16,084,000 in
the  comparable  period in 1996.  Indirect  expenses as a percent of net revenue
decreased  to 40.8% in the third  quarter of 1997 from  51.0% 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 September
30,  1997  totaled  $1,789,000,  a  207.4%  increase  compared  to  income  from
operations of $582,000 in the comparable  period in 1996. Income from operations
as a percent of net revenue  increased to 6.0% in the third quarter of 1997 from
1.8% in the comparable period in 1996.

Interest  Income  (Expense) Net: The Company  recorded  interest  expense net of
interest  income of $130,000 and $266,000 for the quarters  ended  September 30,
1997  and  1996,  respectively.   Reduction  in  interest  income/(expense)  was
primarily due to interest  earned on the CAS note  receivable and the $3,000,000
prepayment on the secured term loan.

LIQUIDITY AND CAPITAL RESOURCES

During  the  first  nine  months  of 1997,  the  Company's  uses of cash for non
operating  activities  primarily consisted of repayment of debt in the amount of
$5,165,000  and additions to property and equipment in the amount of $3,222,000;
mainly computers, field equipment and the expansion of its equipment fabrication
facilities.  This  was  partially  offset  by net  cash  provided  by  operating
activities  during the first nine months of 1997 of $2,903,000 and from net cash
due to the disposition of CAS of $3,794,000.

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.  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.  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 secured term loan.

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. - 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:  November 12, 1997                    EMCON


                                           \s\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

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

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

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

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

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

      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.


                                       14

<PAGE>


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

    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    *(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      Agreement between Eugene M. Herson and Registrant      *(1)
               dated 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        *(1)
               Plan dated effective February 22, 1997, 
               incorporated by reference from Exhibit 10.24 of 
               the Registrant's Quarterly Report on Form 10-Q 
               for the fiscal quarter ended June 30, 1997 (the
               "June 30, 1997 10-Q").

    10.25      Fourth Amendment to Credit Agreement dated             *
               effective June 24, 1997 among EMCON and Union 
               Bank of California, N.A., incorporated by reference 
               from Exhibit 10.25 of the June 30, 1997 10-Q.
   
    11.1       Computation of Income (Loss) Per Share.                18

    27         Financial Data Schedule, included herein.              19

*    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
<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT 11.1
                                      EMCON
                         COMPUTATION OF INCOME PER SHARE
                      (In thousands except per share data)

                                                           Three months ended           Nine months ended
                                                              September 30,                September 30,

                                                           1997          1996             1997         1996
<S>                                                       <C>          <C>                <C>        <C>

Net income ............................................   $   943      $   259            $2,128     $   658
   Proforma interest income related to modified
   treasury stock method ..............................        NA           58                NA         74
                                                           ------       ------            ------     ------
Adjusted net income ...................................    $  943       $  317            $2,128     $  732
                                                           ======       ======            ======     ======
Weighted average number of common shares
   outstanding during the period ......................     8,557        8,512             8,541      8,483

Common and common equivalent shares
   outstanding for the purpose of calculating
   primary net income per share .......................     8,700           NA             8,558         NA

Common equivalent shares` from outstanding
   stock options using the modified treasury
   stock method .......................................        NA          691                NA        744

Incremental shares to reflect full dilution (1) .......       141            0                72          0
                                                           ------      -------            ------     ------
Total shares for purposes of calculating diluted
   income per share (1)................................     8,841        9,203             8,630      9,227
                                                           ======      =======            ======     ======               
Primary income per share ..............................    $ 0.11      $  0.03            $ 0.25     $ 0.08
                                                           ======      =======            ======     ======
Fully diluted income per share ........................    $ 0.11      $  0.03            $ 0.25     $ 0.08
                                                           ======      =======            ======     ======
-----------------------
</TABLE>

(1)  This  calculation  is  submitted in  accordance  with  Regulation  S-K Item
     601(b)(11)  although  not  required  by footnote 2 to  paragraph  14 to APB
     opinion No. 15, because it results in dilution of less than 3%.

                                       18