U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                  FORM 10-KSB/A
                        Amendment #2 to Items 1, 2 and 13
                                        
                                        
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                        
                  For the fiscal year ended  December 31, 1996
                                        
                        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.  $ 798,000

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 21, 1997 was $21,125,000.

Number of shares outstanding of registrant's Common Stock, one cent par value
as of March 7, 1997 - 8,577,951.

DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into PART I, Item 2 of
this Form 10-KSB:
1974 through 1979, 1981, 1986 and 1988 Forms 10-K of Registrant

Transitional Small Business Disclosure Format:  Yes __ No  X

<PAGE>
                                     PART I
                                        
Item 1.  Description of Business
     (a) Business Development.
Earth  Sciences, Inc. ("ESI" or "Registrant", which term includes  its  wholly
owned  subsidiaries  unless  otherwise indicated)  is  a  diversified  mineral
exploration  and  development  company with  planned  production  of  purified
phosphate  products  in  Calgary.   ESI was incorporated  under  the  name  of
Colorado  Central  Mines,  Inc. in Colorado in 1957.   During  1996,  ESI  (1)
continued with activities leading to production of purified phosphate products
at  its  solvent extraction facility in Calgary, Alberta, Canada; (2)  settled
certain indebtedness with Alberta Treasury and negotiated an option to  settle
the  $9.4 million deferred revenue liability both associated with the  Calgary
facility; (3) continued exploration activities for gold resources in Venezuela
including its land contract covering approximately 1200 acres; (4) aquired  an
interest  and  commenced  exploration work  on  the  Cerro  Gordo  gold/silver
property  in  Inyo  County,  California, and (5) maintained  its  position  in
several  mining deposits and prospects in the Western US including its royalty
position in the San Luis gold mine which completed mining in October 1997  and
produced  approximately 52,000 ounces of gold in 1996.  Thus far in 1997,  ESI
has  signed  a letter of intent to acquire a majority equity interest  in  ADA
Environmental Solutions LLC.  These activities are described in the succeeding
paragraphs of this Item 1(a) and below in Item 1(b).

ESI's solvent extraction facility in Calgary, Alberta, recovered uranium  from
phosphoric  acid  during  the period from 1983 through  1987.   Uranium  oxide
production  was  suspended in the fall of 1987 when  the  adjacent  fertilizer
plant  from  which the facility received its feed stock suspended  operations.
The  contract under which the uranium was sold was modified in 1990  to  allow
unrestricted alternative use of the facility.  An in-house feasibility  study,
completed  in  1995,  confirmed  the technical and  financial  feasibility  of
conversion of the facility for the production of purified phosphate  products.
Revamp of the facility to allow such production is currently underway.  Start-
up  activities are expected to commence in March 1997 with product expected to
be  available  for  sale  in May 1997.  There can be no  assurances  that  the
Company will be able to maintain the expected schedule.
                                        
In November 1996, ESI reached agreements in principal with Yankee Atomic
Electric Company and Vermont Yankee Nuclear Power Corporation (the "Yankee
Companies") to purchase a 270 day option for $100,000 to terminate their
deferred revenue position in the Calgary facility.  As of  December 31, 1996,
the consolidated financial statements of ESI reported Deferred Revenues of
$9,382,000 which represents prepayments by the Yankee Companies for uranium.
Under the terms of the option, if exercised, ESI would pay the Yankee
Companies $1,150,000 and grant them a 10 year non-cost bearing net profits
royalty on activities at the Calgary facility.  Payments to the Yankee
Companies would be capped at a total of $6 million, excluding the $100,000
option payment, and ESI could purchase the royalty interest for $3 million
plus $50,000 per year after the exercise date to a total of not more than
$3,250,000.  The definitive document for this agreement was signed in January
1997.
                                        
In December 1996, ESI reached a final settlement with the Alberta Treasury
("AT") concerning certain indebtedness related to the Calgary facility.  As of
November 30, 1996, ESI had recorded principal and accrued interest totaling
$600,000 payable to AT.  ESI obtained a complete release from the indebtedness
and all claims against the Calgary facility by payment to AT of $76,000.

In  July  1996,  ESI  entered into an agreement with Martin  Trost  Associates
("MTA"),  a  Colorado joint venture which will allow it to earn up  to  an  80
percent  working  interest  in  the  Cerro  Gordo  property  in  Inyo  County,
California.   The  property covers 80 patented and unpatented  mining  claims.
The  agreement provides for ESI to arrange financing of up to $4.2 million  to
place  the  "H"  area into production to earn an 80% working interest  in  the
property.  Evaluation of a 4 hole drilling program conducted in December is in
progress to determine further action on the property. See Item 2(f) below.

On  November  15, 1996, ESI received notice from Battle Mountain Gold  Comapny
("BMGC") that they had completed mining at the San Luis project at the end  of
October  and  that  reclamation activities were continuing  with  an  expected
completion date toward the end of March, 1997.


                                       1
<PAGE>

In March 1997, ESI issued $2,510,000 of 4% convertible debentures (the
"Debentures") for which ESI received net proceeds of  approximately
$2,309,000.  Interest is payable quarterly. The Debentures are convertible at
any time following 45 days after the issuance thereof and are all
automatically convertible on March 31, 1999.  The Debentures are convertible
into shares of common stock based on a 25% discount from the market price of
the common stock at the time of conversion, but not in excess of $3.25 per
share.  ESI is required to register the shares underlying the Debentures, and
may repurchase the Debentures at a 25% premium under certain circumstances.

On  February  18,  1997, ESI signed a Letter of Intent to acquire  a  majority
equity  position in ADA Environmental Solutions LLC through a  combination  of
stock and cash.  The closing of the acquisition, scheduled for April 30, 1997,
is  subject  to  a  number  of preconditions, including  the  negotiation  and
execution of definitive documentation.

During 1996, through ESI's Venezuelan company, ESIGEO, formed by ESI in  joint
venture  with GEO C.A. ("GEO"), ESI continued gold exploration and development
activities in Venezuela. ESI also owns 49% of another company, Minera Antabari
C.A. ("Antabari"), which received a contract on a 1200 acre site on the Guyana
Shield  in  March 1992.  To date, geologic mapping, geochemistry of drainages,
soils  and  old  workings,  and  detailed trenching  and  pitting  of  several
mineralized   zones   has  been  performed.   ESIGEO  is  discussing   further
exploration  work  at  this  contract area with third  parties.   Three  other
contracts  were  filed  for in 1994 and refiled in 1995  with  the  Venezuelan
Ministry of Energy and Mines ("MEM").  ESIGEO is awaiting response from MEM on
these filings.  ESI reached agreement in 1996 with certain shareholders in GEO
and Antabari to acquire their holdings in exchange for 20,000 shares of stock.
When  the  transference of shares is completed in 1997, ESI will  have  a  67%
ownership  of  GEO,  and an effective 83% ownership of  Antabari  and  ESIGEO.
Several  other  sites with existing MEM concessions are being  evaluated,  and
ESIGEO is negotiating with the current concession holders to obtain rights  to
further  explore  these  areas.  In 1997 ESIGEO  expects  to  conduct  surface
exploration  on the concessions, currently filed for, when they  are  granted,
and other areas, if any, obtained from ongoing negotiations.

     (b) Business of Issuer.
Registrant  is a diversified mineral exploration and development company  with
planned production of purified phosphate products in Calgary.  Registrant owns
the  San  Luis  gold mine; a processing facility in Calgary,  Alberta,  Canada
which  recovered  uranium  oxide  from  phosphoric  acid  and  for  which  the
production of purified phosphate products is being pursued; alunite properties
which contain alumina, sulfur and potash; other domestic properties containing
gold,  vanadium  and  phosphate;  and controls  prospects  containing  copper,
molybdenum, silver, lead and zinc.

Registrant through its 49% ownership in Minera Antabari C.A. ("Antabari")  and
its  50%  ownership in Recursos Minerales ESIGEO C.A. ("ESIGEO") is exploring,
evaluating, acquiring and plans to develop gold resources in Venezuela.
                               San Luis Gold Mine
As  a result of transactions in 1987, ESI (1) sold its working interest in the
San  Luis  gold  mine to BMGC, (2) acquired the underlying  property  and  (3)
through a lease of the property to BMGC, has a 3 1/2% gross royalty on  future
production from the mine. Mining and milling activities were completed by BMGC
in 1996.

During  1996 approximately 52,400 ounces of gold and 28,000 ounces  of  silver
were  produced by BMGC from the property, as compared to 72,700 ounces of gold
and  32,000 ounces of silver in 1995.  ESI recognized $692,000 in revenue from
that  production in 1996, as compared to $978,000 in 1995. ESI recognized cash
flow  of  approximately $720,000 from its royalty interest in 1996.  ESI  does
not expect to recognize any significant royalty revenue from the San Luis mine
in 1997 or thereafter.

                       Calgary Solvent Extraction Facility
In  1996,  ESI  continued  activities for  production  of  purified  phosphate
products  at  the facility.  The planned schedule to re-start the facility  in
Calgary,  Alberta  to produce purified phosphoric acid (PPA)  and  by-products
targets  production  commencing in May 1997 assuming the planned  construction
and  start-up  schedule can be maintained.  Earth Sciences Extraction  Company
("ESEC"),  a  wholly-owned Canadian limited partnership  of  ESI,  intends  to
produce  PPA  at  its  solvent extraction facility in Calgary,  Alberta.   The
facility, with modification, is expected to have the capacity to produce


                                       2
<PAGE>
in excess of 80,000 tons of P2O5 per year in the form of PPA and recover other
valuable constituents available in the feedstock.

ESEC's Facility
The  phosphoric acid treatment facility has been maintained on a standby basis
since its uranium recovery operations were suspended in 1987 when the adjacent
fertilizer plant, which had supplied feedstock, suspended operations.  Certain
contractual  restraints  and lower uranium prices have  made  the  stand-alone
recovery  of  uranium  from  other  feedstock  sources  uneconomic.   ESEC  is
modifying  the facility to purify superphosphoric acid ("SPA") to a  technical
grade   PPA and manufacture by-products.  The SPA feedstock is to be purchased
from  producers in Idaho and Florida for which  supply contracts  with  Agrium
Inc. and Farmland Industries, Inc. have been negotiated.  In the future, it is
anticipated that phosphate rock from an open pit deposit owned by ESI  may  be
processed  under  a tolling arrangement to provide feedstock for  the  Calgary
plant. (See Item 2(a) below).

Market for Purified Phosphoric Acid
Phosphorus in the form of  purified phosphoric acid, H3PO4 (PPA), is  a  basic
commercial  chemical essential to a broad variety of industrial  and  consumer
applications.  PPA  is  an  important  inorganic  acid  used  in  foods,  cola
beverages,  cleaning  solutions,  fertilizers,  fire  retardants   and   metal
treatments,  among other uses. At present ESEC would compete with  four  North
American PPA producers in the 700,000 ton P2O5 industrial market where 200,000
tons  P2O5 of direct consumption PPA is sold.  ESEC would be the sole producer
in  Canada,  and would be the only producer in western North America.   ESEC's
targeted market segments include those where growth is 10%  or more per  year,
where  the  predominate users are in ESEC's freight advantage  area,  and  the
large  Minneapolis/Chicago area market.  In the first year of production  ESEC
expects  to  enter the North American PPA market by matching other  producers'
quality  but with lower prices.  It is anticipated that cost advantages  would
be  realized  from  the  use  of less expensive purification  through  solvent
extraction and lower freight costs.  It is anticipated that by-products  would
be  sold in local markets, which ESEC believes are large enough to absorb  the
volume  without  being disrupted.  All of the facility's production  is  being
marketed   through   an  agreement  dated  January  1,  1997   with   Twin-Kem
International, Inc., a Colorado corporation ("TKI") whose principals have over
60  years  of  combined  experience  in  the  marketing  and  distribution  of
industrial  and agricultural chemicals.  The agreement is for an automatically
renewing  one-year term where TKI will receive a commission of between  $2.00-
$5.00  per  ton  of  product  sold.   A prepayment  of  $100,000  toward  such
commission, consisting of 50% cash and 50% stock was made to TKI. There can be
no  assurances that actual sales recognized by ESEC will equal the anticipated
volumes.

Solvent Extraction Process
It  is anticipated that the facility will produce PPA using an environmentally
clean  solvent extraction process employing tributyl phosphate with a kerosene
diluent.   The basic process is well established in the industry and  believed
by  ESEC  to be free of patent conflicts.  The ESEC process has been  verified
for  anticipated  ESEC  feedstocks  by numerous  laboratory  bench  tests  and
continuous recycle pilot plant runs.  The studies show that a competitive  PPA
can  be  produced  from any fertilizer grade phosphoric  acid  feedstock  with
extraction efficiencies of 70 to 90%. The remaining material will be  sold  in
local  market  for  its  contained phosphate values.  ESEC  believes  that  no
significant waste will be generated at the ESEC facility.

Production Plan and Operating Costs
ESEC  intends to start production in 1997 at the rate of 10,000 tons P2O5  per
year  of  technical grade PPA, carrying 54.4% P2O5, or 18,400 tons of  product
acid.  Associated with the PPA will be the production of 2,800  tons  of  P2O5
contained in  other material.

Future Potential
The  upside  potential  of  the  ESEC  facility  in  Calgary  is  substantial.
Management believes relatively minor changes would have to be made to increase
the  output  from 10,000 tons to 80,000 tons P2O5 per year.  In addition,  the
unextracted portion of the feedstock or "raffinate" contains a large number of
valuable   elements  in  high  concentrations,  including  uranium,  vanadium,
yttrium,  scandium and the rare earths. The technology for recovery  of  these
elements  is  available.   The plant has a good deal of  additional  equipment
including a second solvent extraction circuit that could possibly be  utilized
for  that  purpose.  ESEC intends to pursue these recovery   opportunities  in
earnest after the commencement of PPA production.


                                       3
<PAGE>


                                        
                           Venezuelan Gold Activities
ESI's   Venezuelan  joint  venture  with  GEO  commenced  initial  exploration
activities  in the fall of 1988.  No proven commercially viable reserves  have
been discovered on the properties discussed.

In  order to facilitate the development of the Company's various expected land
concessions  in Venezuela, the Venezuelan corporate structure was  reorganized
in  1994  by  forming a holding company called Recursos Minerales ESIGEO  C.A.
("ESIGEO") that is controlled equally by ESI and its Venezuelan partners,  GEO
C.A.  ("GEO").  It is anticipated that each new land concession will be placed
in a separate entity, owned and controlled by ESIGEO. ESI reached agreement in
1996  with certain shareholders in GEO and Antabari to acquire their  holdings
in  exchange  for 20,000 shares of stock. When the transference of  shares  is
completed in 1997, ESI will have a 67% ownership of GEO, and an effective  83%
ownership  of  Antabari and ESIGEO. The joint company  will  continue  in  the
manner  in  which ESI has conducted exploration for thirty years. That  is  to
define and acquire land positions in key areas that have a high probability of
being  within  the  heart of future mining districts. After  minimal  work  to
define  mineral  potential,  these prospects are then  sold  to  major  mining
companies  for  a  cash  payment  and  a royalty  on  future  production.   To
facilitate  this approach, each land concession is to be held  in  a  separate
company,  wholly-owned  by  ESIGEO,  which  can  be  sold  without  additional
regulatory review and delay.  The goal of ESIGEO in Venezuela is to enter into
several  such  agreements with major gold producers within  the  next  several
years.

The  decree  which empowered the Corporacion Venezolana de Guyana  ("CVG")  to
issue land contracts in the Guyana Shield has been determined to be illegal by
the  Venezuelan courts.  The Ministry of Energy and Mines ("MEM") is  expected
to  issue concessions to replace the over 450 existing CVG contracts  after  a
study commissioned to evaluate the existing contracts' status is complete  and
final  legislative  action  annuls the rights  granted  CVG.   The  SAMI  land
contract  is  included in this category and it is anticipated that  its  terms
will  improve as the new concession terms will be more favorable.   The  three
applications for new land contracts discussed below are included with some 300
other  unacted-upon requests that have accumulated with CVG since March  1994,
when  CVG  stopped signing contracts.  New applications to MEM have been  made
for these three areas and assurances have been obtained that they will receive
priority  when they are ultimately considered.  Due to political  complexities
of  coordinating land use between MEM and designated regions and states, it is
uncertain when these new applications will be acted upon.

SAMI Area Contract
In  1991, ESI and GEO formed Antabari, a Venezuelan company of which ESI  owns
49%.   In  November  1991,  Antabari filed for a contract  with  CVG  for  488
hectares to be explored and exploited for gold.  The area, called SAMI for San
Miguel, is located southeast of the town of Upata, Bolivar state, Venezuela in
the  open  country of the savannas, and is readily accessible from established
roads.   The  contract, which was issued in March 1992, provides  a  two  year
period  for  exploration  work and to prepare a  plan  for  exploitation.   An
extension has been granted to complete further exploration work.  The contract
requires   certain  financial  guarantees  with  regard  to  exploration   and
reclamation, and requires that the area be reduced by one-half at the  end  of
the exploration period.

Antabari has performed geologic mapping, geochemistry of drainages, soils  and
old workings, and trenching of several mineralized zones.  One such zone has a
continuity of over 600 feet with a width of 40 feet and has yielded values  of
up  to  1.6  ounces  per ton of gold.  Additional sampling and  analysis  from
extensive pitting show a large (8 acre) anomalous gold area, clearly  open  to
the  north  and  east.   Drilling and further sampling will  be  necessary  to
determine  the  potential of the area.  ESIGEO is evaluating this  next  phase
and/or a sale to third parties at this time.

New Filings
In 1994, formal applications were made to CVG, which in 1995 have been renewed
in  applications  to MEM, to acquire exclusive mineral exploration  rights  on
three  new  land areas located in the Bolivar state in southeastern Venezuela.
ESI  has  been advised that ESIGEO's filings establish priority for the  areas
sought.   The Company is very optimistic about the potential these areas  hold
for   further  gold  exploration  and  exploitation.   The  areas  were  first
identified  as potential targets through regional geochemistry   that  defined
anomalous occurrences of gold and associated minerals, and legends of past


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<PAGE>
production  by  primitive  methods  which  have  historically  been   key   to
exploration  in  remote  areas.  Queries of natives  and  sampling  of  stream
sediments has allowed selection of the best targets from a 130 square km  area
that was investigated.

Apicharai
The first concession area covering 500 hectares (approx. 1200 acres), is known
as  Apicharai, located about 165 km from the town of La Paragua.   This  small
tributary  to  the  Antabari river has a history of panning  and  small  scale
hydraulic  mining.  Apicharai has an abundance of thick quartz  veins  in  the
drainage  and  gold is commonly visible.  The mineralization of  Apicharai  is
typically associated with the quartz veining in acidic pyroclastics.   One  80
meter  zone on the river is panned every year by the natives after  the  rainy
season.   The gold particles commonly run 0.5mm and angular quartz is dominate
in  the creek sediments.  As a result of the stream sediment sampling, an area
has been selected for further work where the source of the gold mineralization
is likely to be located.

Man-cai
The  second concession area, known as Man-cai, covers 500 hectares, is located
in  a  remote  area near the Brazilian border accessible by boat from  the  La
Paragua river. Sampling and estimates of alluvial-colluvial material show that
there  is another 50-100 kilos available in a very small area.  It is believed
that  this  gold can be easily recovered with portable equipment.  The  source
rock  may  hold  significant potential and will be targeted early  on  in  the
further exploration program.  Considerable pyrite exists in the volcanic  host
rock  and upstream, out of the rhyolite, gold is at background levels, helping
to define the source material.  The existence of easily obtainable gold in the
surface  material and the boundary definition of the source rock make this  an
excellent target for significant gold mineralization.

Manaima
The  third concession area, known as Manaima, also covers 500 hectares and  is
located 50 Km from the town of La Paragua.  This is an area rich in history of
small  primitive  mining operations.  The hydrothermal mineralization  on  the
property  is associated with a fault zone where gold is typically  found  with
copper and manganese.

Specific  work programs are being formalized for initial detailed  exploration
of  the  above  mentioned areas.  The plans provide for  the  building  of  an
airstrip  to facilitate access and transportation of equipment into Apicharai,
Man-cai  and  other  prospects.  Access is now being  accomplished  via  river
routes.

The  primary  objectives  of the 1997 plans are to  determine  as  quickly  as
possible  the nature and extent of gold mineralization on the anticipated  new
land concessions and to continue to define those additional areas where future
filings  will be made.  Activities will include surface geochemistry, geologic
mapping and trenching.

                           ADA Environmental Solutions
On February 18, 1997, ESI signed a Letter of Intent to acquire a majority
equity position in ADA Environmental Solutions LLC ("ADA") through a
combination of stock and cash. The acquisition was prompted by synergism
involving products to be produced by the solvent extraction facility in
Calgary. These products will be utilized by ADA in a new proprietary
technology designed to reduce particulate emissions from plants burning low-
sulfur coal.  It is expected that the 1990 Clean Air Act Amendments will
result in 600 to 800 coal-fired boilers switching to low-sulfur coal by the
year 2000. ADA anticipates entering this market with its proprietary non-toxic
chemical conditioner which offers both technical and economic advantages over
the hazardous chemicals currently being used.  The closing of the acquisition,
scheduled for April 30, 1997, is subject to a number of preconditions,
including the negotiation and execution of definitive documentation.  ADA
estimates that a capital budget of approximately $1.6 million will be required
to achieve a commercially viable status.

The Letter of Intent provided for (i) an immediate cash payment of $400,000
for a 4.8% equity interest, (ii) a combination of $500,000 in cash and $1.6
million in notes to be paid at the scheduled closing, for the acquisition of
an additional 46.2% interest in ADA, and (iii) an option to acquire the
remaining equity interests (49%) in ADA during the six months following May 1,
1998 for issuance of stock valued at approximately $5.8 million.  In addition,
the principals of ADA will have an option to require ESI to sell its 51%
interest in ADA for the price paid by ESI plus interest in the event ESI does
not exercise its option.
                                        
                                        5
<PAGE>
                                        
                  Mineral Properties and Other Business Matters
During  1996  Registrant  maintained its ownership  position  in  the  several
mineral  interests it holds.  The mineral interests maintained  by  Registrant
include significant resource interests in alumina, gold, vanadium, potash  and
sulfur, and prospects for copper/molybdenum and silver (see Item 2 below).
Raw  materials,  as  the  term  is  generally  used,  are  not  essential   to
Registrant's mineral acquisition and development activities performed for  its
own  account.   However, Registrant's commercialization of its  properties  is
dependent  upon securing adequate supplies of energy and water.   The  planned
production  of PPA at the Calgary facility will require adequate  supplies  of
SPA feedstock.  Adequate supplies of this material are currently available  in
the  required quantities and at reasonable prices.  There can be no  assurance
that such availability will continue in the future.

Registrant  holds no patents, licenses, franchises or land contract  which  it
considers  material in light of its other assets.  However,  Registrant  holds
for  itself,  and  in  association with others, Federal Potassium  Prospecting
Permits,  State Potash and Alunite Leases, Federal Potassium Preference  Right
Leases  and  Applications,  Federal  Phosphate  Prospecting  Permits,  Federal
Phosphate  Leases,  State  Phosphate Leases,  fee  mineral  rights  and  other
exploration  and  mineral  interests which are the  basis  for  Registrant  to
explore and develop the properties subject thereto. In certain instances  such
mineral interests give preferential leasing rights to Registrant upon location
and  demonstration to the US Geological Survey Conservation Division that  the
deposit is a "valuable, workable deposit in commercial quantities".
Registrant  also  holds  certain  of  its  mineral  properties  by  means   of
"unpatented" lode and placer mining claim locations.  Unpatented mining claims
require  compliance with certain Federal and State laws in order  to  maintain
mineral  interests thereon.  Legislation enacted in October  1992  requires  a
$100 per claim rental charge on all unpatented mining claims.

Numerous  and in some regards conflicting bills have been introduced  and  are
now  pending  in the US Congress which would supplant or radically  alter  the
provisions  of the US Mining Law of 1872, under which npatented mining  claims
are  located.   If enacted, such legislation could substantially increase  the
cost  of  holding  unpatented mining claims and could impair  the  ability  of
companies to develop mineral resources on unpatented mining claims.  Under the
terms of these bills, the ability of companies to obtain patents on unpatented
mining  claims would be nullified or substantially impaired, and most  contain
provisions  for the payment of royalties to the federal government in  respect
of  production from unpatented mining claims, which could adversely affect the
potential  for  unpatented mining claims.  Registrant's financial  performance
could therefore be affected adversely by passage of such legislation.  Pending
possible  reform  of  the Mining Law of 1872, Congress  has  put  in  place  a
moratorium  which  prohibits acceptance or processing of most  mineral  patent
applications.  It is not possible to predict whether any change in the  Mining
Law of 1872 will, in fact, be enacted or, if enacted, the form the changes may
take.

The  activities of Registrant performed for its own account are not  seasonal,
although winter weather may limit certain activities.

Registrant's mineral exploration and property acquisition activities  are  not
dependent   upon  one  or  a  few  major  customers.   The  search   for   and
commercialization  of economic mineral deposits is highly competitive.   Large
companies  having greater financial resources than Registrant and  many  small
mining  companies  are active in acquiring, evaluating and developing  mineral
resource prospects in the western United States and Venezuela.

Registrant   spent  approximately  $109,000  and  $183,000  on  research   and
development activities related to the Calgary extraction facility during  1996
and 1995, respectively.

United States Federal and state environmental laws and regulations potentially
applicable  to  mining exploration, development and operations  of  Registrant
include:  (a) the assessment of environmental impacts pursuant to the National
Environmental  Policy  Act  and  its state counterparts;  (b)  the  Endangered
Species  Act  and  any  comparable state laws;  (c)  water  quality  laws  and
regulations which address impacts on waters of the United States or  a  state;
(d)  solid,  and possibly hazardous, waste laws and regulations to the  extent
that  waste  is generated as a result of activities on the property;  (e)  air
quality laws and regulations if air emissions result from site operations; and
(f)  mined land operational and reclamation requirements.  In addition to  the
imposition  of  requirements which may impact operations, a  number  of  these
environmental laws and regulations impose permitting requirements related both
to the initiation of certain mining


                                       6
<PAGE>
activities  as well as to the ongoing operation once mining commences.   Local
regulations   in  the  U.S.  typically  are  land  use  related  rather   than
environmental.   Although environmental regulatory costs  to  date  and  those
expected  in  1997  are not significant, they may become  substantial  in  the
future.   Such  costs  are  considered  a  part  of  the  ordinary  costs   of
Registrant's business.

As  of  December  31,  1996  Registrant employed 5 personnel  at  its  Golden,
Colorado, offices and 14 fulltime at the Calgary facility.  In addition, other
personnel were employed on a contract basis for specific project tasks.


Item 2.  Description of Property. (1)
Registrant  owns,  controls and participates with others in  mineral  property
interests  and  mineral  property  exploration  and  development  programs  in
California,  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,  except  the San Luis gold mine, are commercially viable.   In-house
studies  for  several  of  the undeveloped properties indicate  technical  and
economic   feasibility.   The  following  is  summary  information   regarding
Registrant's principal properties.

(See footnotes at the bottom of page 7)

(a)Vanadium/Phosphate Property near Paris and Bloomington,  Idaho
See  Item  3(f),  1975-1977 Forms 10-K for the property acquisition,  property
rights, property description and exploration program prior to 1979.  See  Item
1(c)  1981  Form 10-K concerning Registrant's sale and option of its interests
on  the  properties  in  January,  1981.  Registrant  reacquired  all  of  the
interests in the properties from the Conda Partnership in
1992.

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.  Economic feasibility  calculations  show  that
production of vanadium from the property is commercially feasible.  Registrant
is  investigating plans for development of the property, however there can  be
no  assurance  that marketing and financing arrangements can be obtained.   In
1993, Registrant negotiated an arrangement with a third party to allow a minor
amount of phosphate ore to be removed from the outcrop on a portion of one  of
its  properties held in fee interest.  That party obtained permits in 1994  to
mine  3,000  tons from the property but no mining has yet taken  place.   This
deposit  may  provide  a  source  for the intended  purified  phosphoric  acid
production at the Calgary facility (See Item 1(a) above).

(b) San Luis Gold Mine.
See Item 3(h) 1975 Form 10-K for a description of the property.
See  Item  1(c)(1)  1988 Form 10-K and above concerning Registrant's  sale  to
BMGC,   other  related  transactions  in  1987  and  BMGC  development   work.
Registrant owns the 800 acre site on which the mine is located, has leased the
property  to  BMGC, and received a 3 1/2% gross royalty from  all  production.
Mining  and  milling activities were completed by BMGC in 1996 and  Registrant
does not expect any significant revenue in 1997 or thereafter.  BMGC commenced
mining operations in early 1991.

Production during the period from 1991 through 1996 was as follows:

     Year       Ounces of Gold        Ounces of Silver
     1991           31,500              21,600
     1992           55,600              21,000
     1993           72,800              27,000
     1994           72,700              19,400
     1995           72,700              31,800
     1996           52,400              28,000

(c)  Alunite Resources.(2)
Alunite  is  a  source  of alumina (the raw material of  aluminum),  potassium
sulfate fertilizer, sulfuric acid and sulfur.
____________________________________________________________
(1)  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.
(2)  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.

                                       7
<PAGE>

(1) "LC" Alunite Property.
See  Item 3(b)(1), 1974 and 1975 Forms 10-K and Item 3(h), 1976 and 1977 Forms
10-K  for property description, property rights and exploration work in  prior
years.  Results of exploration work to date show a total of 61.1 million  tons
of
mineralized  material.   The grade of the material is  calculated  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.
See  Item 3(a)(1), (2), (3), (4) and (5), 1974-1979 Forms 10-K for NG Property
and  other Utah alunite interest descriptions, property rights and exploration
programs prior to 1978.
ESI  was  granted  Preference Right leases on the ten  principal  tracts  that
comprise the NG deposit on January 13, 1983.  The leases were assigned to  the
Alumet  Partnership  effective February 1, 1983.   Alumet  assigned  its  Utah
alunite interests back to ESI in December, 1986 (See item 1(c)(1) 1986 Form 10-
K).   ESI  relinquished a portion of the leases, reducing  the  acreage  under
lease to 680 acres.  All required lease payments were made in 1996.

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).

(d) Calgary Solvent Extraction Facility.
Registrant  owns  a hydrometallurgical solvent extraction facility  which  was
used  to extract uranium from phosphoric acid from June 1983 through September
1987,  when the adjacent phosphoric acid fertilizer plant supplying feed stock
shut  down.   (See Item 1(a) and 1(b) above). 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 fertilizer plant.

(e)  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 1996.

During  1992, a third party conducted limited geochemical sampling, geological
mapping  and  a  remote sensing study using Landsat Thematic Mapper  data  and
image enhancements.  One core hole was subsequently drilled to a depth of  588
feet.   In 1993, an additional four reverse circulation holes were drilled  on
the  property totaling 950 feet. Analysis of samples from the drilling  helped
to  define the southwest boundaries of a breccia pipe containing gold, silver,
copper,  zinc  and  lead mineralization.  Based on the  drilling  performed  a
deposit  of  from 750,000 to 1.5 million tons of mineralized material  can  be
delineated with current metal values of over $15 per ton.

(f)  Cerro Gordo Property.
In  July  1996,  Registrant  entered  into  an  agreement  with  Martin  Trost
Associates ("MTA"), a Colorado joint venture which will allow it to earn up to
an  80  percent working interest in the Cerro Gordo property in  Inyo  County,
California. The agreement provides for Registrant to arrange financing  of  up
to  $4.2  million to place the "H" area, or principal mineralized  zone,  into
production  to earn an 80% working interest in the property.  No schedule  has
yet been established

                                       8
<PAGE>
for  the Company's arrangement of financing.  The Company is obligated to fund
the  costs  of all joint venture activities up to the agreed $4.2  million  or
until  the  joint venture achieves cash flow.  Nevertheless, the  Company  may
cease funding activities upon 30 days notice, without further obligation.   In
the  event  of such cessation in funding, Registrant would retain its  working
interest  earned at that time and may chooses to fund further requirements  to
maintain  such interest, or suffer dilution of that interest. MTA  acquired  a
mineral lease in August 1995 on 75 unpatented and 5 patented claims.  Terms of
the  lease are a 5% net smelter royalty and annual payments averaging  $36,000
per  year.   Two patented claims lie within the claim block and are  currently
held by third parties.

The  Cerro  Gordo property lies in the Inyo Mountains east of Owens  Lake  and
west  of Death Valley at an elevation of approximately 7800 feet.  Access   is
by  an  existing, county maintained, gravel road.  Temperatures  are  moderate
with limited snowfall during the months of January and February.  The property
is  approximately equidistant from Reno and Las Vegas, Nevada and Los  Angles,
California.

Based on 36,000 feet of past drilling and old underground workings,
gold/silver mineralization has been demonstrated along a NW-SE mineralized
trend stretching 8,000 feet long and 5,600 feet wide.  The mineralized area
appears zoned with a lead/zinc/silver/tungsten core trending outward to the
west to a gold/silver zone.  The large areal extent of the gold/silver
mineralization may lend itself to the discovery of a significant gold mine.
Evaluation of a 4 hole drilling program conducted in December is in progress
to determine further action on the property. There is no assurance that a
commercially viable ore body exists in this property until further and
appropriate geological work is done and economic feasibility studies based
upon such work are concluded.

                                       9
<PAGE>


                                    PART III
Item 13.  Exhibits and Reports on Form 8-K.

(a)   Exhibits  and  Index  of  Exhibits (all  exhibits  are  incorporated  by
reference except Exhibit 27 which was filed electronically; Exhibits 3.1, 4.3,
and  10.5  through 10.9 which were filed as exhibits to Registrant's  original
1996  Form  10-KSB, and Exhibit 10.10 which is filed herewith; all other  such
Exhibits were filed as Exhibits to Registrant's 1993 Form 10KSB).
No.       Description
3.1       Articles of Incorporation, as amended and restated.
3.2       By-laws.
4.1       Agreement for Conversion Rights dated July 31, 1991.
4.2       Conversion Agreement dated June 23, 1993.
4.3       Form of Convertible Debenture due March 31, 1999.
10.1      Uranium Extraction Agreement dated May 14, 1976 between Registrant
          and Western Co-operative Fertilizers, Limited.
10.2      Lease dated April 3, 1978 between Western Co-operative Fertilizers,
          Limited and ESI Resources, Ltd.
10.3      Mining Lease dated October 1, 1987 between Registrant and Battle
          Mountain Gold Company.
10.4      Letter of Intent - Gold Joint Venture in Venezuela dated December
          31, 1987 between Registrant and GEO C.A.
10.5      Cerro Gordo Letter Agreement dated September 1, 1996 between
          Registrant and Martin Trost Associates.
10.6      Option Agreement dated January 20, 1997 between Registrant and
          Yankee Atomic Electric Company and Vermont Yankee Nuclear Power
          Corporation.
10.7      Letter of Intent among ADA Environmental Solutions LLC, ADA-ES, Inc.
          their respective members and shareholders and Registrant.
10.8      Securities Purchase Agreement dated March 21, 1997.
10.9      Registration Rights Agreement dated March 21, 1997.
10.10     Independent Contractor Agreement dated January 1, 1997 between
          Regiatrant and Twin-Kem International, Inc.
21.1      Subsidiaries of Registrant.
27        Financial Data Schedule.

(b)  Reports on Form 8-K. None.


                                       15
<PAGE>

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   July 10, 1997                    July 10, 1997

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

July 10, 1997                           July 10, 1997
    Date                                    Date

/s/Duane N. Bloom                       /s/ Mark H. McKinnies
Duane N.  Bloom, Director               Mark H. McKinnies, Director

July 10, 1997                           July 10, 1997
    Date                                    Date



                                       16
<PAGE>


                                                                 Exhibit 10.10

                        INDEPENDENT CONTRACTOR AGREEMENT
                                        
This Agreement is made effective as of January 1, 1997, by and between Earth
Sciences, Inc., of 910 12th Street, Golden, Colorado 80401, and Twin-Kem
International, Inc., of 4220 S. Allison Street, Lakewood, Colorado 80235.

In this Agreement, the party who is contracting to receive services shall be
referred to as "ESI" , and the party who will be providing the services shall
be referred to as "Twin-Kem".

Twin-Kem has a background in Chemical Marketing and is willing to provide
services to ESI based on this background.

ESI desires Twin-Kem to develop a sustained market for its purified phosphate
produce.

Therefore, the parties agree as follows:
1.  DESCRIPTION OF SERVICES.  Beginning on January 1, 1997, Twin-Kem will
provide the following services, (collectively, the "Services"):  co-ordinate
the marketing of the entire production of the Calgary Plant which currently
consists of Purified Phosphoric Acid (PPA) and Raffinate in the North American
and International markets.  Twin-Kem will use its best efforts to move the
plant's output on a timely basis.

2.  PERFORMANCE OF SERVICES.  The manner in which "the Services" are to be
performed and the specific hours to be worked by Twin-Kem shall be determined
by Twin-Kem.  ESI will rely on Twin-Kem to work as many hours as may be
reasonably necessary to fulfill Twin-Kem's obligations under this Agreement.

3.  PAYMENT.  ESI will pay an initiating contract fee to Twin-Kem for "the
Services" consisting of:  $50,000.00 cash plus 18,520 shares of ESI $0.01 par
value common stock.  In addition, ESI will pay Twin-Kem a commission of $5.00
per ton on PPA based products and $2.50 per ton on Raffinate sold.  However,
initially the commission rate will be adjusted to $4.00 per ton PPA and $2.00
per ton Raffinate, until the dollar reduction in PPA and Raffinate offset the
initial cash payment.  Then they will return to above levels.  This commission
shall be payable monthly, no later than the last day of the month following
the period during which "the Services" were performed.  Upon termination of
this Agreement, payments under this paragraph shall cease; provided, however,
that Twin-Kem shall be entitled to payments for periods or partial periods
that occurred prior to the date of termination and for which Twin-Kem has not
yet been paid.  This fee may be periodically adjusted, as agreed, by both
parties.  All funds are in US dollars.

4.  EXPENSE REIMBURSEMENT.  Twin-Kem shall be responsible for its marketing
expenses.  However, Twin-Kem shall be entitled to reimbursement from ESI for
all "out-of-pocket" expenses where ESI asks Twin-Kem to do work outside the
scope of this agreement.

5.  TECHNICAL SUPPORT SERVICES.  ESI will provide the following support
services for the benefit of Twin-Kem:  samples, literature, MSDS sheets, spec.
sheets, and lab support.  Twin-Kem will support the development of technical
data sheets, MSDS sheets and other technical information.

6.  MARKETING SUPPORT SERVICES.  ESI will be responsible for the following:
pricing, invoices, receivables, and freight.  Twin-Kem will assist in
establishing appropriate information such as competitive pricing, invoice,
receivable and freight systems, and web page development.  Some of the above
may fall under new projects and need ESI approval.

7.  MARKETING REPORTS.  Twin-Kem will regularly submit call reports and
maintain other reports and records to keep ESI current on marketing
developments and progress.

8.  PRODUCT LIABILITY INSURANCE.  ESI will add Twin-Kem as a co-insured
attached to ESI's liability policy in the amount of $1,000,000.00.

9.  NEW PROJECT APPROVAL.  Twin-Kem and ESI recognize that Twin-Kem's services
may include working on various projects for ESI.  Twin-Kem will submit a
proposal and fee schedule and obtain the approval of ESI prior to the
commencement of any such projects.

                                      1
<PAGE>


10.  TERM/TERMINATION.  This Agreement shall be effective for a period of one
year and shall automatically renew for successive terms of the same duration,
unless either party provides 90 days written notice to the other party prior
to the termination of the applicable initial term or renewal term.
Nevertheless, in the event that Twin-Kem fails or is unable to perform the
obligations of this agreement, ESI has the right to terminate this agreement
with 30 days written notice.

11.  RELATIONSHIP OF PARTIES.  It is understood by the parties that Twin-Kem
is an independent contractor and not an employee of ESI.  ESI will not provide
fringe benefits, including health insurance benefits, paid vacation, or any
other employee benefits to Twin-Kem.

12.  DISCLOSURE.  Twin-Kem is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of ESI.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
     - any activity that Twin-Kem may be involved with on behalf of ESI.

13.  EMPLOYEES.  Twin-Kem's employees, if any, who perform services for ESI
under this Agreement shall also be bound by the provisions of this Agreement.
Ron Johnson and Rod Johnson shall remain as officers of Twin-Kem in their
present capacity.

14.  ASSIGNMENT.  Twin-Kem's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of ESI.

15.  CONFIDENTIALITY.  Twin-Kem recognizes that ESI has and will have the
following information:
     - inventions
     - process information
     - trade secrets
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of ESI.  Twin-Kem agrees that Twin-Kem
will not at any time or in any manner, either directly or indirectly, use any
"Information" for Twin-Kem's own benefit, or divulge, disclose, or communicate
in any manner any "Information" to any third party without the prior written
consent of ESI.  Twin-Kem will protect the "Information" and treat it as
strictly confidential.  A violation of this paragraph shall be a material
violation of this Agreement.

16.  CONFIDENTIALITY AFTER TERMINATION.  This confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of
this Agreement.

17.  RETURN OF RECORDS.  Upon termination of this Agreement, Twin-Kem shall
deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Twin-Kem's possession or under Twin-Kem's control and that
are ESI's property or relate to ESI's business.

18.  NOTICES.  All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addressed as follows:

IF for ESI:
Earth Sciences, Inc.
Mark H. McKinnies
President
910 12th Street
Golden, Colorado 80401

IF for Twin-Kem:
Twin-Kem International, Inc.
Ron Johnson
Chairman of the Board
4220 S. Allison Street
Lakewood, Colorado 80235

                                       2
<PAGE>

Such addresses may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.

19.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written.  This Agreement supersedes any prior written or oral
agreements between the parties.

20.  AMENDMENT.  This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.

21.  SEVERABILITY.  If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable.  If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.

22.  WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.

23.  APPLICABLE  LAW.  This Agreement shall be governed by the laws of the
State of Colorado.
Party receiving services:
Earth Sciences, Inc.


By:_/s/ Mark H. McKinnies_________
     Mark H. McKinnies, President

Party providing services:
Twin-Kem International, Inc.


By:_/s/ Ronald B. Johnson____________
      Ron Johnson, Chairman of the Board


                                       3
<PAGE>