SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 1996
                          Commission File No. 0-19566

                       EARTH SEARCH SCIENCES, INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

            Utah                                           87-0437723
(State or other Jurisdiction of                      (I.R.S. Employer Identi-
Incorporation or Organization)                           fication Number)


               502 North 3rd Street, #8, McCall, Idaho 83638
          (Address of Principal Executive Offices, Including Zip Code)


Registrant's telephone number, including area code: (208) 634-7080


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 and 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 requirement for the past
                  90 days.

                                    Yes x No



As of September 30, 1996, 67,941,993 shares of common stock were outstanding.
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                          EARTH SEARCH SCIENCES, INC.

                                   FORM 10-Q/A
                                  (Unaudited)

                        QUARTER ENDED SEPTEMBER 30, 1996

                                     PART I

                             FINANCIAL INFORMATION

                               TABLE OF CONTENTS

Item 1.             Financial Statements                                                  Page
<S>                 <C>                                                                   <C>
                    Consolidated Statement of Financial Position
                      as of September 30, 1996 and March 31, 1996.                          1

                    Consolidated Statement of Operations for the
                      Three Months and the Six Months Ended
                      September 30, 1996 and 1995.                                          2

                    Consolidated Statement of Cash Flows for the
                      Six Months Ended September 30, 1996.                                  3

                    Selected Notes to Consolidated Financial
                      Statements.                                                           4

Item 2.             Management's Discussion and Analysis of
                      Financial Condition and Results of Operations                         5

                      
                                    PART II

                           OTHER INFORMATION REQUIRED

Item 1.             Legal Proceedings                                                       6

Item 2.             Changes in Securities                                                   6

Item 3.             Defaults Upon Senior Securities                                         6

Item 4.             Submission of Matters of a Vote of
                      Security Holders                                                      6

Item 5.             Other information                                                       6

Item 6.             Exhibits and Reports on Form 8-K                                        6

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                          EARTH SEARCH SCIENCES, INC.
                          (A Development Stage Company)

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<CAPTION>
                           CONSOLIDATED BALANCE SHEET



                                                                 September 30,       March 31,
                                                                     1996              1996
                                                                  (unaudited)


                                     ASSETS
<S>                                                               <C>                <C>
Current assets:
         Cash                                                     $    46,031        $   670,325
         Prepaid expenses                                                -                  -
                                                                    ---------         ----------
                  Total current assets                                 46,031            670,325
                                                                    ---------         ----------


Property and equipment                                              1,038,308            122,276
Deposit and their assets                                               77,725            129,776
                                                                    ---------         ----------
                  Total assets                                    $ 1,162,064        $   922,377
                                                                   ==========         ==========



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
         Convertible Notes Payable                                    228,798            444,981
         Accounts payable                                             189,847            188,818
         Accrued payroll taxes                                        108,975             34,000
         Accrued interest                                             316,579            314,277
         Customer deposit                                           1,490,125            500,000
                                                                    ---------          ---------

                  Total current liabilities                         2,334,324          1,482,076
                                                                    ---------         ----------

Long-term liabilities:
         Shareholder loans                                             99,590             96,519
         Deferred officers' compensation                              608,329            592,560
         Minority interest                                             90,928             47,130
                                                                    ---------          ---------

                  Total liabilities                                   798,757          2,218,285
                                                                    ---------          ---------

Commitments and contingencies
Stockholders' deficit:
         Common stock $.001 par value; 200,000,000
         shares authorized; 67,941,933 and
         66,551,663 respectively, issued                               67,942             66,551
Additional paid-in capital                                          4,758,768          4,320,920
Deficit accumulated during the development stage                   (6,797,727)        (5,683,379)
                                                                   ----------         ----------
                                                                   (1,971,017)        (1,295,908)

           Total liabilities and stockholders' deficit            $ 1,162,064        $   922,377
                                                                   ==========         ==========
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                           EARTH SEARCH SCIENCES, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                         For the Three Months         For the Six Months
                                         Ended September 30,          Ended September 30,

                                           1996          1995          1996           1995
                                          ------        ------        ------        -------
<S>                                       <C>           <C>           <C>           <C>
Revenue:                                  $    -        $    -        $      -      $      -

Expenses:
         Exploration                         91,135         15,796        121,165         41,961
         Depreciation and
          Amortization                        7,000          4,800         12,000          9,600
         General and 
           Administrative                   423,266      1,310,964        940,647      1,435,603
                                         ----------     ----------     ----------     ----------

Loss from operations                       (521,401)    (1,331,560)    (1,073,812)    (1,487,164)

Interest expense                           ( 21,602)       (25,450)       (40,536)       (70,505)
                                         ----------     ----------     ----------     ----------

Net Loss                                $  (543,003)   $(1,357,010)   $(1,114,348)   $(1,557,669)
                                         ==========     ==========     ==========     ==========

Loss Per Common Share:                  $      (.01)   $      (.03)   $      (.02)   $      (.03)
                                         ==========     ==========     ==========     ==========


Weighed average shares
outstanding                              67,843,027     49,995,499     67,495,445     49,995,499
                                         ==========     ==========     ==========     ==========
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                          EARTH SEARCH SCIENCES, INC.
                         (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
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<CAPTION>

                                                            For the Six Months
                                                            Ended September 30,
                                                            1996          1995
<S>                                                         <C>            <C>
Cash flows from operating activities:
Net Income                                                  $(1,114,348)   $(1,557,119)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Common stock issued for services                              92,597              0
   Stock options issued                                               0      1,100,000
   Loss from disposal of fixed assets                                 0              0
   Depreciation and amortization                                 12,000          9,600
   Change in long term other assets                              52,051       (109,776)
   Prepaids, deposits, etc.                                        -               837
   Change in liability accounts                               1,112,372        246,092
                                                             ----------     ----------

Net cash provided by (used in)operating activities              154,672       (310,996)
                                                             ----------     ----------

Cash flow used in investing activities:
  Capitol expenditures                                         (928,032)             0
                                                             ----------     ----------

Net cash used in investing activities                          (928,032)             0
                                                             ----------     ----------

Cash flow provided (used in) financing activities:
  Proceeds from notes payable                                         0        364,340
  Repayment of notes payable                                          0         (2,000)
  Proceed form issuance of shareholder notes payable             60,000              0
  Repayment of shareholder loans                                (56,929)       (52,000)
  Proceeds form issuance of subsidiary common stock             145,995              0
                                                             ----------     ----------

Net cash provided by financing activities                       149,066        310,340
                                                             ----------     ----------

Net decrease (increase)in cash and cash equivalents            (624,294)          (656)

Cash and cash equivalents at beginning of year                  670,325         30,420
                                                             ----------     ----------

Cash and cash equivalents at end of six months              $    46,031    $    29,764
                                                             ==========     ==========
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<PAGE>

                           EARTH SEARCH SCIENCES, INC
                           A Development Stage Company

               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 1996 (unaudited)

CONDENSED FINANCIAL STATEMENTS

     The consolidated  statement of financial position as of September 30, 1996,
and the consolidated statements of operations for the three and six months ended
September  30, 1996 and cash flow for the six months ended  September  30, 1996,
and 1995,  have been prepared by the Company  without  audit.  In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
have been made that are  necessary  to present  fairly the  financial  position,
results of operation,  and cash flows at September 30, 1996.  The  statements of
loss for the three  months  and six  months  ended  September  30,  1995 and the
statement  of cash flows for the six months ended  September  30, 1995 have been
reinstated  to  reflect  adjustments  arising  from the  audit of the  Company's
financial  statements  for the year  ended  March  31,  1996.  Such  adjustments
resulted in  recognition  for $529,635 in  additional  expense.  These  expenses
primarily  relate  to  compensation  expense  incurred  from the  grant of stock
options to certain officers.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principals
have been condensed or omitted. It is suggested that these financial  statements
be read in conjuction with the auditied  financial  statements and notes thereto
included  in the  Company's  form 10-K for the year ended  March 31,  1996.  The
results  of  operation  for the six  months  ended  September  30,  1996 are not
necessarily  indicative  of the  operating  results to be expected  for the full
fiscal year.

NOTES PAYABLE

     The  Company  historially  obtained  interim  working  capital  by  issuing
promissory notes with rights of conversion. The terms of these debts instruments
are for an initial period of ninety days but renewable every ninety days for one
year, and bear interest at 12.5% to 12.99%.  Holders of the notes have the right
to convert the loan amount plus interest into restricted shares of the Company's
common stock,  subject to the terms in the promissory  notes. The Company issued
no new promissory notes during the three and six months ended September 30, 1996

CUSTOMER DEPOSITS

     The Company has received  $1,490,125 in deposits  through its  subsidiaries
for the sale of two  airborne  hyperspectral  scanners  which are  currently  in
production.  These  instruments are expected to be leased back to the Company in
"sale/leaseback"  transactions.  To date, the terms of the  agreements  have not
been formalized. As such, the deposits have been recorded as a current liability
at September 30, 1996.

LOSS PER COMMON SHARES

     Loss per common  share is based on the  weighted  average  number of shares
outstanding during each period.

ADVANCE FROM SHAREHOLDERS

     The company has  continued  in existence  through the use of advances  from
shareholders,  primarily  an officer and  director of the Company and  Universal
Search Technology owned by that same officer and director.

ISSUANCE OF COMMON STOCK

     During the three  months  ended  September  30,  1996,  the Company  issued
197,932 shares of its authorized but unissued  common stock.  The Company issued
22,500 shares valued at $2,400 for services  rendered and 175,432  shares valued
at $44,168 for debt and accrued interest conversions. 

<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Material Changes in Financial Condition

     During the quarter ended  September 30, 1996,  the Company had no operating
revenues.  The Company was required to obtain working capital  through  deposits
obtained from sale-leaseback transactions of its instruments.  Aggregate amounts
received in the second quarter 1997 were  approximately  $490,125.  In addition,
the Company's operating payables and accrued liabilities increased approximately
$16,289.

     Management  continues  to  find  difficulty  in  raising  required  working
capital. If the company cannot raise working capital the Company will experience
a  substantial   hardship  in  reducing  its  operating   payables  and  accrued
liabilities.

Results of Operations

     The Company to better  focus on  commercial  plans,  formed a wholly  owned
subsidiary, Earth Search Resources, Inc. ("ESR") and on June 1, 1996 hired Brian
C. Savage,  formerly director of the investment  banking mining group of Nesbitt
Burns   Securities,   Inc.  in  New  York,   as   president   of  ESR  and  Vice
President-Resource  Development of the Company.  Mr. Savage's  experience in the
mining industry and his investment banking background should provide the Company
with significant assistance in developing the commercial side of the business.

     The Company continues to focuses on Kazakstan as a potential mineral active
site and is moving  forward  with its plans to conclude a joint  remote  sensing
mission with the Department of Energy,  several national  laboratories,  several
large  industrial  partners and the Naval Research  Laboratory.  The mission was
originally  planned  for  August  of 1996  but  delayed  at the  request  of the
government of Kazakstan. It has since been rescheduled for June of 1997.

     In June  officers  of the  Company  visited  Kazakstan  to start  the field
evaluation process related to the mineral concession.  In September Earth Search
signed a Memorandum  of Agreement,  non-compete  and  non-disclosure  forms with
Falconbridge  Ltd.  (a $3  billion  dollar  annual  revenue)  a  mining  company
headquartered in Ontario Canada.

     In September Earth Search, Falconbridge, Behre Dolbear and ASIT Corporation
spent 7 days on the concession in Kazakstan acquiring data and samples that will
allow Earth  Search,  Falconbridge  and Behre Dolbear to formulate a exploration
policy for the next 5 years.

     The Company  continues to build  relationships  with the  Kazakstani  joint
stock company SEMTECH.  We have just completed a new shareholder  agreement that
spells out new distribution of equity and revenue from the mineral concession on
the  Polygon.  The Company also is in final  preparations  for  submittal  for a
complex license on the Polygon Resource  concession.  The complex license is the
critial  step  needed  to  prefect  the  Company's   interests  in  the  mineral
concession.

     Earth Search  recognizes  that while  Central Asia holds promise of mineral
rich deposits,  there are risks  associated  with operating in the former Soviet
Union.  Accordingly  management  has taken steps to  diversify  its  exploration
activities to other locations worldwide.

     Dr. Larry Lass,  University of Idaho teamed with Earth Search Sciences on a
joint  proposal to the Farm Bureau and won a contract to overfly the Snake River
Basin (Hell's Canyon) to prove the use of hyperspectral  imagery for control and
eradication of Noxious weed intrusion.  The results of that mission enable Earth
Search to determine the  applicability of Probe 1 technology to this potentially
lucrative agricultural market.

     On July 31, 1996,  the Company  signed a contract  with Applied  Signal and
Imaging Technology, Inc ("ASIT"), to jointly develop software packages that will
enable the  Company  to  process  the data it  collects  in near real time.  The
Company  contracted  ASIT to develop a  proprietary  software  package that will
deliver in the same time frame of our instrument Probe 1.

<PAGE>

     During  the first  quarter,  the  Company  signed a Creative  Research  and
Development  Agreement (CRADA) with the U.S. Army Cold Weather  Laboratories and
the U.S.  Navel  Research  Laboratories  to fly the Navy's HYDICE  Hyperspectral
instrument  over a site in Idaho that because of its robust  vegetation  mineral
history,  and  water  resources,  ESSI  was  closer  to  utilize  as an  outdoor
laboratory  collecting  one (1) meter  data over  mineral,  forestry,  and water
targets  that will be used by the  Company to develop  advancements  on our next
generation of commercial instruments.

     During the upcoming fiscal year, the Company, if funds are available,  will
continue  NASA  research  and  development  together  with  the  development  of
instruments that will be used in the Company's remote sensing endeavors, and the
mineral exploration and environmental  fields. The Company is looking to acquire
revenue  producing  companies  compatible  with our  systems  approach to remote
sensing solutions.

     The annual meeting of the shareholders of Earth Search Sciences,  Inc., was
held on October 22,  1996. A Quorum was present and the  following  persons were
approved and elected as directors for the terms provided by the by laws: Larry F
Vance,  John W Peel,  Brian C Savage,  Rory J  Stevens  and Tami J Story and the
appointment  of  Price  Waterhouse  LLP as the  Company's  independent  Auditors
effective with the fiscal year ended March 31, 1996 was also approved.

Other

     The company is in cooperation  with an Idaho  Department of Finance inquiry
into its transactions  with Idaho based investors.  Earth Search believes it may
have misunderstood  certain state regulations in completing  transactions with a
limited number of Idaho-based  investors.  The company is uncertain  whether the
Idaho  Department of Finance will file an action  against Earth Search  Sciences
once the inquiry is completed.  However,  the potential exists that the State of
Idaho  Department  of Finance  could file a complaint  seeking to  prohibit  any
future  such  transactions  with Idaho  investors  without  first  completing  a
registration.  The State's  options  could also  include an order to rescind the
transactions made so far.

Outlook

     The  milestone  payments  are current for the delivery of the first Probe 1
instrument which is currently  scheduled for the first half of 1997, in time for
the scheduled date of the Kazakstani mission. 

<PAGE>

PART II

                           OTHER INFORMATION REQUIRED


Item 1.                    Legal Proceeding                                 None

Item 2.                    Changes in Securities                            None

Item 3.                    Defaults Upon Senior Securities                  None

Item 4.                    Submission of Matters to a Vote
                             of Security Holder                             None

Item 5.                    Other Information                                None

Item 6.                    Exhibits and Reports on Form 8-K                 None



                                   SIGNATURE

     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.

                                        EARTH SEARCH SCIENCES, INC.



Date: January 7, 1996                   /s/ Larry F. Vance
      ----------------------            ----------------------
                                        Larry Vance
                                        CEO and Director



<PAGE>

                                  EXHIBIT INDEX

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<CAPTION>
 EXHIBIT                                                        METHOD OF FILING
---------                                                   -----------------------
<S>            <C>                                          <C>
     27.       Financial Data Schedule . . . . . . . . . .  Filed herewith electronically


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