U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                         Amendment #2 to Items 2, 6 and 12

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

                 For the fiscal year ended  December 31, 1998

                      Commission File Number:   0-6088

                               Earth Sciences, Inc.
                 (Name of small business issuer in its charter)

             Colorado             	         			84-0503749
    (State of incorporation)	        (IRS Employer Identification No.)

               910 12th Street, Golden, Colorado        80401
          (Address of principal executive offices, including Zip Code)

(Registrant's telephone number, including area code):   (303) 279-7641

      Securities registered under Section 12(g) of the Exchange Act:
		                 Common Stock, one cent par value
                            Title of class

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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. [X] Yes
 [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ X ]

State issuer's revenues for its most recent fiscal year.  $ 4,893,000

State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. As of March 12, 1999 was $18,490,000.


Number of shares outstanding of registrant's Common Stock, one cent par value
as of March 12, 1999 - 23,554,362.


DOCUMENTS INCORPORATED BY REFERENCE :
None


Transitional Small Business Disclosure Format:  Yes __ No  X

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PART I

Item 2.  Description of Property.
Registrant owns, controls and participates with others in mineral property
interests and mineral property exploration and development programs in
Colorado, Idaho, Montana, Nevada, Utah, and Venezuela.  The following property
descriptions contain deposit references according to the indicated definitions,
although it has not been proven that any of these deposits are commercially
viable. Registrant is not currently pursuing development of any of its
exploration properties at this time.  The following is summary information
regarding Registrant's principal properties.  For purposes of this item,
Mineral Deposit or Mineralized Material is a mineralized body which has been
delineated by appropriately spaced drilling and/or underground sampling to
support a sufficient tonnage and average grade of metal(s).  Such a deposit
does not qualify as a reserve, until a comprehensive evaluation based upon unit
cost, grade, recoveries, and other material factors conclude legal and economic
feasibility.

Exploration Properties
(a)Vanadium/Phosphate Properties.
Registrant's interests in the properties consist of fee ownership, State of
Idaho mineral leases, Federal leases and lease applications and leases with
private parties.  The properties are located near Paris and Bloomington, Idaho
and cover approximately 2,500 acres.  To date, drill testing on the southern
portion of the deposit show tonnage of approximately 53 million tons of
mineralized material. The grade of the upper bed material of the block is
calculated to be 25% P2O5 over a thickness of 9 feet and the grade of the lower
(main) bed material is calculated to be 30% P2O5 over a 6 foot thickness.

Metallurgical test work on the vanadium bed has resulted in a patent being
issued to Registrant regarding the extraction techniques which were developed
as a result of such work. Registrant is investigating plans for development of
the property, however there can be no assurance that marketing and financing
arrangements can be obtained. This deposit may provide a source for the
purified phosphoric acid production at the Calgary facility (See Item 1(a)
above).

(b)  Emigrant Property.
In 1987 Registrant acquired fee ownership of  two patented lode mining claims
in the Emigrant Peak area, Park County, Montana containing approximately 38
acres. Registrant also owns two other patented placer claims containing 37
acres and holds 13 unpatented mining claims in the same area. This block of
contiguous mining claims contains copper, molybdenum, gold, silver, lead and
zinc mineralization which has not yet been fully delineated. All necessary
payments were made to hold the unpatented claims in 1998.

(c)  Alunite Resources.
Alunite is a source of alumina (the raw material of aluminum), potassium
sulfate fertilizer, sulfuric acid and sulfur. Acquisition of Federal alunite
mineral rights is accomplished through Federal Potassium Preference Right
Leases issued under Section 4 of the Leasing Act of February 7, 1927.

	  (1) "LC" Alunite Property.
The property is located in southwestern Colorado, about 7 miles south of Lake
City, Colorado and consists of approximately 1,667 acres.   The LC property was
sampled with three vertical core holes ranging from 306 feet to 688 feet in
depth.  The average thickness of the mineralization, defined as 21.6% alunite
or greater, was approximately 400 feet.  The average interval between the holes
was 2,000 feet. Results of exploration work to date show a total of 61.1
million tons of mineralized material.  The grade of the material is calculated

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to average approximately 39.6% alunite (approximately 14.7% alumina).

In 1978, Registrant  applied for a Preference Right  Lease  for  potassium on
the property (a "PRLA"), in 1979 submitted the "initial showing" required in
the lease application and in 1982 submitted the operating plan for an
environmental impact assessment.  Approval of the project was recommended by a
Bureau of Land Management advisory panel.  However, in 1985 a Congressional
resolution suspended all Preference Right Lease activity in Wilderness Study
Areas.  Until further Congressional action is taken, progress on the project
will be restricted.  In 1991, Registrant received notice from the Department of
Interior that the Bureau of Land Management considers the PRLA as a valid
existing right with respect to any future wilderness designation.  Registrant
relinquished its 48 unpatented mining claims covering the alunite property in
1993.

	 (2)"NG" Property and Other Utah Alunite Interests.
The properties are located within the southern end of the Wah Wah Mountain
range in southwestern Utah, approximately 38 miles from Milford, Utah.
Registrant owns Federal leases on 680 acres.  All required lease payments were
made in 1998.  Mineralization on the 680 leased acres was sampled with 239
drill holes totaling 52,200 feet of drilling.  The holes varied in depth from
10 feet to 900 feet on an approximate grid spaced at 300 feet by 500 feet.  The
average thickness of mineralization, defined as 27% alunite or greater, was
approximately 200 feet.  Results of exploration and drilling programs on the
properties to date show 129 million tons of mineralized material with a grade
calculated to be 37.9% alunite (approximately 14.03% alumina) with an
additional 287 million tons of mineralized material with average grades
calculated to range from 33.5% to 39.4% alunite (approximately 12.4% to 14.6%
alumina).

Other Properties
(d) San Luis Property.
Registrant owns an 800 acre site near San Luis, Colorado on which  gold mining
was conducted from 1991 through 1996 and from which Registrant received royalty
income during that period.  Mining and milling activities were completed in
1996.  The property was reclaimed in accordance with the plan approved by the
State of Colorado during 1997 and 1998.  Registrant has listed the property for
sale with a local real estate company.

(e) Calgary Solvent Extraction Facility.
Registrant owns a hydrometallurgical solvent extraction facility which produces
purified phosphate products. The facility occupies a 20,000 square foot
building and is located in southeast Calgary, Alberta on a 12 acre site leased
from the adjacent landowner.

Item 6.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This Annual Report may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933.  In particular such forward-looking
statements may be found in this section and under the heading "Description of
Business."  Actual events or results could differ materially from those
discussed in the forward-looking statements as a result of various factors
including those set forth below or under the heading "Description of Business."

Liquidity and Capital Resources
Management believes that existing working capital, a recently approved credit
facility and recent private placements of common stock are sufficient to fund
the planned growth in operations until positive cash flow is achieved in
Calgary and at ADA, which are both anticipated during 1999.  Registrant had a
working capital deficit of $762,000 at year end. This deficit was reduced to

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zero with proceeds from the recent private placements in February 1999.
Management expects to deal with further deficits resulting from operations
through renegotiation of due dates on short-term indebtedness and improving
cash flow, although there can be no assurances that such negotiations will be
successful or that positive cash flow will be achieved. The achievement of such
positive cash flow is dependent upon several factors including continued
production of technical grade quality product, success in marketing phosphate
products and meeting competition in the market place, the failure in any of
which could delay or frustrate such achievement.  For ADA, the achievement of
positive cash flow is dependent upon the successful ongoing operation of the
units currently operating at APC and in Oregon, and the sale of at least two
other units to any of a number of utilities where proposals have been issued.
Significant delay in signing new contracts or unsatisfactory operations at the
units operating could delay or frustrate such achievement.  Planned capital
expenditures to sustain and improve ongoing operations for 1999 are estimated
at $400,000.  Registrant expects to fund these requirements out of existing
working capital. However, additional funds may be required to fund capital
improvements, expanded exploration activities in Venezuela (see Item 1(b)
above) and purchase equipment to produce food-grade product in Calgary. Private
placements of common stock, convertible debentures and bank borrowings may be
evaluated to fund such requirements.  Registrant received a net of  $1.1
million from the sale of common stock in the first quarter of 1999 (see Item
1(a) above) and has received approval, subject to definitive documentation, a
revolving credit facility from the Bank  of Hongkong.

The credit facility from the Bank of Hongkong is a demand revolving loan
limited to the lesser of 85% of qualified receivables or $400,000, is secured
by accounts receivable of ESEC, and carries interest at the Bank's US base rate
(currently 8.5%) plus 1%.  Interest is due monthly in arrears and the loan is
guaranteed by ESI.

Based on current estimates, the Calgary facility may require as much as U.S.
$500,000 to initiate and finalize modification for the production of food grade
phosphoric acid.  Registrant expects to finance those requirements from bank
borrowings, equipment leasing and/or existing working capital.

Registrant is funding the majority of cash costs of the Venezuelan gold
exploration activities.  Activities planned on the existing SAMI contract and
on those concessions expected to be granted in the future can be met through
existing working capital. Registrant may raise the additional capital, if and
when needed, through further private placements of stock, convertible
debentures and/or joint venture arrangements, if appropriate.

Cash flow used in operations totaled $2,688,000 for 1998 versus $3,178,000 for
1997 and resulted primarily from the operating losses less non-cash charges for
interest related to convertible debentures.  Cash flow from investing
activities for 1998 includes proceeds from sale of building of $337,000 and
capital expenditures of $729,000.  Cash flow from financing activities in 1998
consisted of payments on notes payable and long-term debt of $500,000, proceeds
from the issuance of stock of $167,000 and proceeds from the issuance of
convertible debentures and notes payable, net of $3,203,000. Cash flow from
investing activities for 1997 included funding and collections on notes
receivable of $50,000, and capital expenditures of $3,154,000 and the purchase
of investment in ADA of $417,000.  Cash flow from financing activities in 1997
consisted of payments on restructuring of extraction plant liability of
$1,250,000, payments on notes payable and long-term debt of $886,000, proceeds
from the issuance of stock of $42,000 and proceeds from the issuance of
convertible debentures and notes payable, net of $8,586,000.

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Results of Operations
Revenues from sales totaled $4,686,000 in 1998 versus $1,468,000 in 1997. In
1998 $2,818,000 of that amount was generated by  ADA and $1,868,000 from
Calgary phosphate sales. Revenues from ADA increased from $945,000 in 1997 due
to the sale of three flue gas conditioning units in 1998 vs. one in 1997 and
increasing chemical sales to a greater number of units operating in 1998.
Phosphates sales from Calgary increased from $514,000 in 1997 due to expanding
markets and improving product quality. ADA's revenues were less than
anticipated due to (1) delays in the installation of units at Wisconsin and
Mississippi, (2) cessation of chemical injection at MPC when the treated fly-
ash prolonged the set time of cement into which it was being recycled, and (3)
less than expected additional sales due to market concern over the recycled
fly-ash issue.  Chemical sales to MPC in 1998 totaled approximately $281,000
which will not be received in future periods due to MPC no longer purchasing
chemicals from us as a result of a capital conversion of their units.

In the summer of 1998, ADA developed a new chemical blend that has alleviated
the cement set time problem and has improved overall performance in the several
units where it has been utilized. (See discussion of ADA's Technology and
Services above in Item 1.b.)  Sales of phosphate products were also less than
targeted because (1) ADA's demand was less than expected as described above,
and (2) product quality problems reduced margins and market acceptance,
restricting sales. Additional filtering and other process changes instituted in
the fourth quarter of 1998 have thus far solved the product quality issue, and
the facility has been routinely been producing acceptable technical grade
material since that time. Rental income included in other income decreased
slightly in 1998 due to the sale of ESI office building in September 1998. Also
included in other income for 1998 is gain on the sale of that building of
$158,000.  Other income in 1997 includes interest income earned from investment
of funds on hand and a legal settlement in the amount of $30,000.

Operating expenses increased significantly in 1998 in response to increased
sales and revenues related to both Calgary phosphate production ($1,663,000 of
the increase) and ADA ($1,157,000 of the increase). The Company experienced
negative gross margins at its Calgary operations in 1997 and 1998 primarily due
to the start up nature of the phosphate production and the product quality
problem mentioned above.  The Company expects such margins to improve in 1999
with expected increased sales.  ADA experienced positive gross margins in 1998,
but these were less than expected from routine operations and resulted from ADA
establishing its market acceptance and market share for its technology.  The
Company's ultimate success will be dependent upon generating greatly improved
gross margins, which in turn are dependent upon increased sales and market
penetration.  Consolidated research and development decreased in 1998 to
$81,000 from $225,000 in 1997. Future consolidated research and development
expenses are expected to be approximately $100,000 per year for the next
several years. General and administrative expenses decreased by a net of
approximately $500,000 in 1998 as a result of increases in Calgary related to
increased production (an increase of $254,000),  ADA's increased activities (an
increase of $686,000), decreased investor relations expenses (a decrease of
$1,227,000), and adoption of a sabbatical leave policy during 1997 not incurred
in 1998 ($200,000 of the decrease). Future investor relations expenses are
expected to run between $100,000 and $150,000 for the next several years.  In
1997 ESI's Board of Directors adopted a sabbatical leave policy and $200,000
was accrued in that year for the estimated costs earned in prior years
associated with the policy.  Approximately $65,000 of that accrued liability
was reduced in 1998 as a result of one employee taking a sabbatical leave.  The
ongoing annual costs of the policy are estimated at approximately $15,000.

Registrant's interest expense totaled approximately $1,264,000 for 1998 and
$3,062,000 for 1997. Interest expense includes approximately $84,000 and
$20,000 in 1998 and 1997, respectively, from the consolidation of the Canadian

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subsidiary's and ADA's  results.  Included in interest expense for 1998 and
1997 is $1,027,000 and $2,595,000, respectively of non-cash charges
representing the 25% discount from market related to the convertible debentures
issued and convertible in those years.

Extraordinary gain from debt restructuring recognized in 1997 represents the
difference between the recorded liabilities at the time of settlement with
Yankee Companies of  $9,382,000 and the settlement payments totaling $1,250,000
plus the remaining recorded liability of $4,850,000, net of income taxes of
$985,000.

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

Based on recent and ongoing assessments, Registrant has determined that it will
not be necessary to modify or replace any significant portions of its equipment
or software so that its computer systems will properly utilize dates beyond
December 31, 1999.  The Year 2000 Issue is not expected to have a material
impact on the operations of Registrant.  Registrant does not expect to incur
any material expenses or costs related to the Year 2000 Issue.

Based on a review of the nature and quantity of transactions with significant
suppliers and large customers to determine the extent to which Registrant is
vulnerable to those third parties' failure to remediate their own Year 2000
Issue, Registrant has concluded that it does not materially rely on third
parties' systems for the continuance of its operations except that Registrant
does rely on utilities supplied by municipalities and power companies, the
disruption of which will cause Registrant to shut down its affected operations
until such service is restored.  Extended disruption of utility services will
have a material adverse effect on Registrant.  With regard to other third party
systems, there can be no guarantee that a failure to convert by another
company, or a conversion that is incompatible with Registrant's systems, would
not have a material adverse effect on Registrant.  Registrant has determined
that it has no material exposure to contingencies related to the Year 2000
Issue for products or services it has sold.

Item 12.  Certain Relationships and Related Transactions.
(a) During 1997, Dr. Bisque borrowed a total of $50,000 from Registrant at an
interest rate of 8%.  The loan was paid back to Registrant prior to year end.
The amount borrowed was collateralized by amounts owing to Dr. Bisque by
Registrant and was made available from funds that would have otherwise only
earned Registrant approximately 5%.

In 1991, the Registrant converted a total of $366,000 of deferred salaries
payable to Mssrs. Bisque, Bloom and McKinnies to notes payable bearing interest
at 9%, payable on demand, and granted them rights to convert such notes payable
to shares of common stock at the then current market price of $.54 per share.
The notes were collateralized by a mining property.  As of December 31, 1997,
$70,000 was outstanding under such notes.  All of that amount was converted to
common stock during the year ended December 31, 1998.

In 1997, Registrant issued a convertible debenture in the amount of $1,000,000
(the "Debenture") to Tectonic Construction Co. ("TCC") and borrowed $500,000
from TCC under a short-term note (the "1997 Note"). Mr. Lowdermilk, a director

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of Registrant, is the president and majority shareholder of TCC.  These amounts
were collateralized by a mining property, and buildings, equipment, receivables
and inventory in Calgary.  The Debenture and the 1997 Note bear interest at the
greater of prime plus two points or 10% which interest is payable quarterly.
The Debenture, if not converted, is due March 31, 2000.  The Debenture is
convertible at any time after November 30, 1997 into shares of common stock at
a weighted  average rate of $3.12.  The 1997 Note was repaid in full in
February, 1998. In May 1998 Registrant borrowed $250,000 from TCC under a
short-term note (the "1998 Note") due March 31, 1999. The 1998 Note is
collateralized by receivables and inventory in Calgary. The 1998 Note bears
interest at the greater of prime plus two points or 10% which interest is
payable quarterly.

In the fall of 1998, Registrant sold an office building in Golden , Colorado to
a son of an officer and director.  The sales price of $350,000 was based on an
independent appraisal of the property.  Registrant continues to rent
approximately one sixth of the building on a monthly basis for $750 per month.

During February 1999, Registrant sold a total of 267,245 shares of its common
stock to Daniel R. Bisque, a son of an officer and director, Michael J. DeBoer
and R. Scott Tracey, both sons-in-law of its officers and directors. The shares
were sold at the then current market prices ranging from $.81 to $.91 per share
and on the same terms and conditions as to unaffiliated third parties who also
purchased shares at that time.  Such terms for all these transactions were at
least as favorable to Registrant as it could have obtained from unaffiliated
third parties.   As with the unaffiliated third parties to whom shares were
also sold in February 1999, ESI has an obligation to issue additional shares in
the event the market price at the time of sale is less than 125% of the
purchase price.  However, such additional shares are limited to two and one
half times the number of shares originally issued. This obligation helps insure
a return on the investment made by parties who purchased shares from ESI in
February.

SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Earth Sciences, Inc.
 (Registrant)

By /s/ Mark H. McKinnies	                /s/ Duane N. Bloom
-------------------------                ---------------------------
Mark H. McKinnies, President          			Duane N.  Bloom,  Member of
and Principal Financial Officer         	Executive Committee

Date:   August 27, 1999	              			August 27, 1999

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.

/s/ Ramon E. Bisque   	             			 /s/ Robert H. Lowdermilk
------------------------                ---------------------------
Ramon E.  Bisque                    	  	Robert H. Lowdermilk
Chairman of The Board of Directors    		Director

August 27, 1999                    					August 27, 1999
----------------                        ----------------
     Date 					                               Date

/s/Duane N. Bloom                  				/s/ Michael D. Durham
-------------------------              ------------------------------
Duane N.  Bloom, Director            		Michael D. Durham, Director

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August 27, 1999	                   				August 27, 1999
----------------                       ------------------
     Date				                                 Date

/s/ Mark H. McKinnies
-----------------------
Mark H. McKinnies, Director

August 27, 1999
------------------
     Date


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