UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

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

                  For the Quarterly Period Ended June 30, 2004

                                       OR

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

     For the transition period from __________________to___________________


                         Commission File Number 0-11688


                          AMERICAN ECOLOGY CORPORATION
                          ----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      DELAWARE                      95-3889638
                      --------                      ----------
           (State or other jurisdiction of       (I.R.S. Employer
            incorporation or organization)     Identification Number)

                     Lakepointe Centre I,
                  300 E. Mallard, Suite 300
                         Boise, Idaho                       83706
                         ------------                       -----
             (Address of principal executive offices)     (Zip Code)

                                 (208) 331-8400
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
                                  Yes [X]      No [ ]

Indicate  by  check  mark  whether  the  registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).
                                  Yes [ ]      No [X]

At August 3, 2004 Registrant had outstanding 17,229,718 shares of its Common
Stock.


<PAGE>
<TABLE>
<CAPTION>
                                AMERICAN ECOLOGY CORPORATION
                           QUARTERLY REPORT ON FORM 10-Q FOR THE
                              THREE MONTHS ENDED JUNE 30, 2004


                                     TABLE OF CONTENTS


                               PART I.  FINANCIAL INFORMATION


                                                                                       PAGE
<S>                                                                                    <C>
Item 1.   Financial Statements

          Consolidated Balance Sheets
            (Unaudited)                                                                   4

          Consolidated Statements of Operations
            (Unaudited)                                                                   5

          Consolidated Statements of Cash Flows
            (Unaudited)                                                                   6

          Notes to Consolidated Financial Statements                                      7

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations                                                                     14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                     26

Item 4.   Controls and Procedures                                                        27


                               PART II. OTHER INFORMATION


Item 1.   Legal Proceedings                                                              27

Item 2.   Changes in Securities and Use of Proceeds                                      28

Item 3.   Defaults Upon Senior Securities                                                28

Item 4.   Submission of Matters to a Vote of Security Holders                            28

Item 5.   Other Information                                                              28

Item 6.   Exhibits and Reports on Form 8-K                                               29

          Signatures                                                                     29
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>

OFFICERS
--------
<S>                                             <C>
Stephen A. Romano                               CORPORATE OFFICE
Chief Executive Officer, President and Chief    ----------------
Operating Officer                               Lakepointe Centre I
                                                American Ecology Corporation
                                                300 East Mallard Drive, Suite 300
James R. Baumgardner                            Boise, Idaho 83706
Senior Vice President, Chief Financial Officer  (208) 331-8400
Treasurer and Secretary                         (208) 331-7900 (fax)
                                                www.americanecology.com
                                                -----------------------
Michael J. Gilberg
Vice President and Controller
                                                COMMON STOCK
                                                ------------
Steven D. Welling                               American Ecology Corporation's common stock
Vice President, Sales & Marketing               trades on the Nasdaq National Market under the
                                                symbol ECOL.
John M. Cooper
Vice President and Chief Information Officer
                                                FINANCIAL REPORTS
                                                -----------------
                                                A copy of American Ecology Corporation
DIRECTORS                                       Annual and Quarterly Reports, as filed on Form 10-K
---------                                       and 10-Q with the Securities and Exchange
Rotchford L. Barker, Chairman                   Commission, may be obtained by writing:
Independent Businessman                         Lakepointe Centre I
                                                300 E. Mallard, Suite 300
David B. Anderson                               Boise, Idaho 83706
President, Highland Capital Enterprises Corp.   or at www.americanecology.com
                                                      -----------------------
Roy C. Eliff
Independent Businessman
                                                TRANSFER AGENT
                                                --------------
Edward F. Heil                                  American Stock Transfer & Trust Company
Independent Businessman                         59 Maiden Lane
                                                New York, New York 10038
Stephen A. Romano                               (718) 921-8289
Chief Executive Officer, President and Chief    or at www.amstock.com
Operating Officer                                     ---------------

General Jimmy D. Ross                           AUDITOR
U.S. Army, Retired                              -------
                                                Moss Adams LLP
                                                1001 Fourth Avenue, Suite 2900
Stephen M. Schutt                               Seattle, WA  98154
Vice President, Nuclear Fuel Services, Inc.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
------------------------------
ITEM 1.  FINANCIAL STATEMENTS.

                                          AMERICAN ECOLOGY CORPORATION
                                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                     ($ IN 000'S EXCEPT PER SHARE AMOUNTS)

                                                                            June 30, 2004    December 31, 2003
                                                                           ---------------  -------------------
<S>                                                                        <C>              <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                                $        3,201   $            6,674
  Short term investments                                                            6,398                   --
  Receivables, net                                                                  9,537               12,596
  Prepaid income taxes                                                                 53                    2
  Prepayments and other                                                             1,780                1,049
  Deferred income taxes                                                             2,229                3,222
  Assets held for sale or closure                                                      --                  938
                                                                           ---------------  -------------------
    Total current assets                                                           23,198               24,481

Property and equipment, net                                                        28,102               28,317
Facility development costs                                                          6,478                6,478
Other assets                                                                          673                  731
Prepaid income taxes                                                                  150                   --
Deferred income taxes                                                              16,226                5,062
Assets held for sale or closure                                                        --                1,557
                                                                           ---------------  -------------------
      Total assets                                                         $       74,827   $           66,626
                                                                           ===============  ===================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Current portion of long term debt                                        $        1,455   $            1,475
    Accounts payable                                                                2,022                1,678
    Accrued liabilities                                                             5,890                4,788
    Accrued closure and post closure obligation, current portion                    1,828                1,828
    Current liabilities of assets held for sale or closure                            398                1,907
                                                                           ---------------  -------------------
      Total current liabilities                                                    11,593               11,676

Long term debt                                                                      3,462                4,200
Long term accrued liabilities                                                         502                  454
Accrued closure and post closure obligation, excluding current portion              9,428                9,296
Liabilities of assets held for sale or closure, excluding current portion              --                4,649
                                                                           ---------------  -------------------
    Total liabilities                                                              24,985               30,275
                                                                           ---------------  -------------------

Commitments and contingencies

Shareholders' equity:
  Convertible preferred stock, 1,000,000 shares authorized
  Common stock, $.01 par value, 50,000,000 authorized, 17,212,218
    and 17,033,118  shares issued and outstanding                                     172                  170
  Additional paid-in capital                                                       49,833               54,824
  Accumulated deficit                                                                (163)             (18,643)
                                                                           ---------------  -------------------
      Total shareholders' equity                                                   49,842               36,351
                                                                           ---------------  -------------------

Total Liabilities and Shareholders' Equity                                 $       74,827   $           66,626
                                                                           ===============  ===================
<FN>

See notes to consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                          AMERICAN ECOLOGY CORPORATION
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (UNAUDITED)
                                      ($ IN 000'S EXCEPT PER SHARE AMOUNTS)

                                                                   Three Months Ended        Six Months Ended
                                                                       June 30,                  June 30,
                                                                   2004         2003         2004        2003
                                                                -----------  -----------  ----------  ----------
<S>                                                             <C>          <C>          <C>         <C>

Revenue                                                         $   13,795   $   12,020   $  27,700   $  22,791
Direct operating costs                                               7,449        6,056      15,061      12,040
                                                                -----------  -----------  ----------  ----------

Gross profit                                                         6,346        5,964      12,639      10,751
Selling, general and administrative expenses                         2,578        3,289       5,450       7,786
                                                                -----------  -----------  ----------  ----------
Operating income                                                     3,768        2,675       7,189       2,965

Interest income                                                         45           22          81          22
Interest expense                                                        49           38          98         159
Loss on write off of Ward Valley facility development costs             --           --          --      20,951
Other income                                                            20           93          65          93
                                                                -----------  -----------  ----------  ----------

Income (loss) before income tax and discontinued operations          3,784        2,752       7,237     (18,030)
Income tax (benefit) expense                                       (11,338)          63     (10,174)         55
                                                                -----------  -----------  ----------  ----------

Income (loss) before discontinued operations                        15,122        2,689      17,411     (18,085)
Gain from discontinued operations - El Centro Landfill                  --           16          --       4,960
Gain (Loss) from discontinued operations - Oak Ridge Facility          920         (692)      1,069      (2,029)
                                                                -----------  -----------  ----------  ----------

Net income (loss)                                                   16,042        2,013      18,480     (15,154)
Preferred stock dividends                                               --           --          --          64
                                                                -----------  -----------  ----------  ----------

Net income (loss) available to common shareholders              $   16,042   $    2,013   $  18,480   $ (15,218)
                                                                ===========  ===========  ==========  ==========

Basic earnings (loss) from continuing operations                       .88          .16        1.02       (1.12)
Basic earnings (loss) from discontinued operations                     .05         (.04)        .06         .18
                                                                -----------  -----------  ----------  ----------
Basic earnings (loss) per share                                 $      .93   $      .12   $    1.08   $    (.94)
                                                                ===========  ===========  ==========  ==========

Diluted earnings (loss) from continuing operations                     .85          .15         .98       (1.12)
Diluted earnings (loss) from discontinued operations                   .05         (.04)        .06         .18
                                                                -----------  -----------  ----------  ----------
Diluted earnings (loss) per share                               $      .90   $      .11   $    1.04   $    (.94)
                                                                ===========  ===========  ==========  ==========

Dividends paid per common share                                 $       --   $       --   $      --   $      --
                                                                ===========  ===========  ==========  ==========
<FN>

See notes to consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                          AMERICAN ECOLOGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED, $ IN 000'S)

                                                      Six Months Ended June 30,
                                                      -------------------------
                                                            2004        2003
                                                         ----------  ----------
<S>                                                      <C>         <C>
Cash flows from operating activities:
  Net income (loss)                                      $  18,480   $ (15,154)
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Depreciation, amortization, and accretion                  3,029       3,704
  Income from discontinued operations                       (1,069)     (2,931)
  Deferred tax asset                                       (10,171)         --
  Write off of Ward Valley project                              --      20,951
Changes in assets and liabilities:
  Receivables                                                3,059       1,351
  Other assets                                                (685)       (161)
  Closure and post closure obligation                         (382)       (449)
  Income taxes payable                                        (201)         (4)
  Accounts payable and accrued liabilities                   1,494        (198)
                                                         ----------  ----------
      Net cash provided by operating activities             13,554       7,110

Cash flows from investing activities:
  Capital expenditures                                      (2,394)     (3,151)
  Proceeds from sale of assets                                 106          --
  Transfers from cash to short tem investment               (6,398)         --
                                                         ----------  ----------
      Net cash used in investing activities                 (8,686)     (3,151)

Cash flows from financing activities:
  Payments of indebtedness                                    (758)     (2,295)
  Retirement of series D preferred stock                        --      (6,406)
  Retirement of common stock warrants                       (5,500)         --
  Stock options exercised                                      511       3,664
                                                         ----------  ----------
      Net cash used in financing activities                 (5,747)     (5,037)
                                                         ----------  ----------

Increase (decrease) in cash and cash equivalents              (879)     (1,078)
Net cash provided by (used in) discontinued operations      (2,594)      5,693
Cash and cash equivalents at beginning of period             6,674         135
                                                         ----------  ----------
Cash and cash equivalents at end of period               $   3,201   $   4,750
                                                         ==========  ==========

Supplemental disclosures of cash flow information:
Cash paid during the year for:
  Interest                                               $      98   $     159
  Income taxes paid                                            201          59
Non-cash investing and financing activities:
<FN>

See notes to consolidated financial statements.
</TABLE>


                                        6
<PAGE>
AMERICAN ECOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

In  the opinion of management, the accompanying unaudited consolidated financial
statements  contain  all adjustments and disclosures necessary to present fairly
the  financial  position,  results  of  operations,  and  cash flows of American
Ecology  Corporation  and  its  wholly-owned subsidiaries (the "Company"). These
financial  statements and notes should be read in conjunction with the financial
statements  and  notes included in the Company's 2003 Annual Report on Form 10-K
for  the  year  ended  December 31, 2003, filed with the Securities and Exchange
Commission.

Certain  reclassifications of prior quarter amounts have been made to conform to
current  quarter  presentation,  none  of  which  affect previously recorded net
income.

NOTE 2. EARNINGS PER SHARE

Basic  earnings  per  share are computed based on net income available to common
shareholders and the weighted average number of common shares outstanding during
the  quarter.  Diluted earnings per share reflect the assumed issuance of common
shares  for  outstanding  options and conversion of warrants. The computation of
diluted  earnings per share does not assume exercise or conversion of securities
whose  exercise  price  is greater than the average common share market price as
the  assumed  conversion  of these securities would increase earnings per share.
The computation of diluted loss per share does not assume exercise or conversion
of  any  securities  as the assumed conversion of securities would decrease loss
per  share.

<TABLE>
<CAPTION>
                                                                    Three Months Ended      Six Months Ended
                                                                 -----------------------  ---------------------
                                                                        June 30,                June 30,
                                                                 -----------------------  ---------------------
($in thousands except per share amounts)                            2004        2003        2004        2003
                                                                 ----------  -----------  ---------  ----------
<S>                                                              <C>         <C>          <C>        <C>

Income (loss) before discontinued operations                     $   15,122  $    2,689   $  17,411  $ (18,085)
Income (loss) from operations of discontinued segments                  920        (676)      1,069      2,931
                                                                 ----------  -----------  ---------  ----------
Net income (loss)                                                    16,042       2,013      18,480    (15,154)
Preferred stock dividends                                                --          --          --         64
                                                                 ----------  -----------  ---------  ----------
Net income (loss) available to common shareholders               $   16,042  $    2,013   $  18,480  $ (15,218)
                                                                 ==========  ===========  =========  ==========

Weighted average shares outstanding-
  Common shares                                                      17,202      16,969      17,146     16,223
  Effect of dilutive shares
  Chase Bank Warrants                                                    --         629          --         --
  Stock Options                                                         641         112         584         --
                                                                 ----------  -----------  ---------  ----------

 Average shares                                                      17,843      17,710      17,730     16,223
                                                                 ==========  ===========  =========  ==========

Basic earnings (loss) per share from continuing operations       $      .88  $      .16   $    1.02  $   (1.12)
Basic earnings (loss) per share from discontinued operations            .05        (.04)        .06        .18
                                                                 ----------  -----------  ---------  ----------
Basic earnings (loss) per share                                  $      .93  $      .12   $    1.08  $    (.94)
                                                                 ==========  ===========  =========  ==========

Diluted earnings (loss) per share from continuing operations     $      .85  $      .15   $     .98  $   (1.12)
Diluted earnings (loss) per share from discontinued operations          .05        (.04)        .06        .18
                                                                 ----------  -----------  ---------  ----------
Diluted earnings (loss) per share                                $      .90  $      .11   $    1.04  $    (.94)
                                                                 ==========  ===========  =========  ==========
</TABLE>

NOTE 3. EQUITY

On  June  29,  2004  an affiliate of the Company covered under Section 16 of the
1934  Securities  and  Exchange  Act  (the  "Act")  and covered by the Company's
Insider  Trading  Policy  (the  "Policy")  engaged  in  an  open  market  stock


                                        7
<PAGE>
transaction  (the  "Transaction")  prohibited  by  the  Act under Section 16(b),
commonly  referred  to  as the "short swing profit rule" and in violation of the
Policy.  Upon  notification of the stock sale on June 29, the Company determined
the Transaction was in violation of Section 16(b), notified the affiliated party
on  the  same day and, consistent with the remedies prescribed by Section 16(b),
sought  disgorgement  of  the short-swing profit realized on the Transaction. On
July  9,  2004  the  Company  received  and  deposited  approximately  $45,000
representing  full disgorgement. These funds were recorded as Additional Paid in
Capital  as  of  July  9,  2004.

On February 17, 2004 the Company redeemed a warrant to purchase 1,349,843 shares
of common stock at $1.50 a share for $5,500,000. The closing market price of the
Company's  common  stock  of  February  17, 2004 was $6.99. The warrant had been
issued in 1998 to its former bank as part of a debt restructuring agreement. The
redeemed  warrant,  which  represented  approximately 8% of the Company's shares
outstanding,  has  been  surrendered  and  will  not  be  reissued.  The warrant
redemption  reduced  the  Company's  cash  on  hand  by  $5,500,000  and reduced
Additional  Paid in Capital by a like amount, with no effect on the Statement of
Operations.

NOTE 4. OPERATING SEGMENTS

The  Company  operates  within  two  segments, Operating Disposal Facilities and
Non-Operating Disposal Facilities, based on its internal reporting structure and
nature  of  services offered. The Operating Disposal Facility segment represents
facilities accepting hazardous and radioactive waste. The Non-Operating Disposal
Facility  segment  represents facilities that are not accepting hazardous and/or
radioactive  waste  or  are  proposed  new  disposal  facilities that are now in
litigation.

On  December 27, 2002, the Company discontinued commercial operations at its Oak
Ridge  Processing  and Field Services segment, which aggregated, volume-reduced,
and  performed  remediation  and  other  services  on radioactive material. This
segment  excludes  processing  at  the  Company's disposal facilities. All prior
segment information has been restated in order to report results as discontinued
operations.  On  June  30,  2004  the  Company  sold  substantially  all  of the
Processing and Field Services assets to Toxco, Inc. who also assumed the related
environmental  liabilities.

Effective  December  31,  2002,  the  Company classified the El Centro municipal
landfill  as  an  asset  held  for sale due to the expected sale of the facility
which  occurred  on  February  13,  2003. All prior segment information has been
restated  in  order  to  present  the  operations  of  the El Centro landfill as
discontinued  operations.

Income  taxes are assigned to Corporate, but all other items are included in the
segment  where  they originated. Inter-company transactions have been eliminated
from  the  segment  information  and  are  not  significant  between  segments.


                                        8
<PAGE>
Summarized financial information concerning the Company's reportable segments is
shown  in  the  following  table  ($  in  thousands).

<TABLE>
<CAPTION>
                                             Operating     Non-Operating     Discontinued
                                              Disposal       Disposal       Processing and
                                             Facilities     Facilities      Field Services    Corporate     Total
THREE MONTHS ENDED JUNE 30, 2004
--------------------------------
<S>                                         <C>           <C>              <C>               <C>          <C>
Revenue                                     $    13,762   $           33   $            --   $       --   $ 13,795
Direct operating cost                             7,335              114                --           --      7,449
                                            ------------  ---------------  ----------------  -----------  ---------
Gross profit (loss)                               6,427              (81)               --           --      6,346
S,G&A                                             1,147               19                --        1,412      2,578
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) from operations                     5,280             (100)               --       (1,412)     3,768
Interest expense (income)                           (14)              --                --           18          4
Other income                                          4                2                --           14         20
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) before income tax
and discontinued operations                       5,298              (98)               --       (1,416)     3,784
Income tax expense (benefit)                         --               --                --      (11,338)   (11,338)
Discontinued operations                              --               --               920           --        920
                                            ------------  ---------------  ----------------  -----------  ---------
Net Income (loss)                                 5,298              (98)              920        9,922     16,042
                                            ============  ===============  ================  ===========  =========
Depreciation, amortization, and accretion   $     1,531   $            2   $            --   $        8   $  1,541
Capital Expenditures                        $     1,427   $           --   $            --   $       32   $  1,427
Total Assets                                $    37,150   $        6,539   $            --   $   31,138   $ 74,827
THREE MONTHS ENDED JUNE 30, 2003
--------------------------------
Revenue                                     $    11,969   $           51   $            --   $       --   $ 12,020
Direct operating cost                             5,929              127                --           --      6,056
                                            ------------  ---------------  ----------------  -----------  ---------
Gross profit (loss)                               6,040              (76)               --           --      5,964
S,G&A                                             1,831              284                --        1,174      3,289
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) from operations                     4,209             (360)               --       (1,174)     2,675
Interest                                             --               --                --           16         16
Other income                                         26               67                --           --         93
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) before income tax
and discontinued operations                       4,235             (293)               --       (1,190)     2,752
Income tax expense                                   --               --                --           63         63
Discontinued operations                              16               --              (692)          --       (676)
                                            ------------  ---------------  ----------------  -----------  ---------
Net Income (loss)                                 4,251             (293)             (692)      (1,253)     2,013
                                            ============  ===============  ================  ===========  =========
Depreciation, amortization, and
accretion                                   $     1,990   $            1   $            --   $        9   $  2,000
Capital Expenditures                        $     1,881   $           --   $            --   $       --   $  1,881
Total Assets                                $    37,119   $        6,546   $         5,274   $   15,183   $ 64,122

                                            Operating     Non-Operating    Discontinued
                                            Disposal      Disposal         Processing and
                                            Facilities    Facilities       Field Services    Corporate    Total
SIX MONTHS ENDED JUNE 30, 2004
------------------------------
Revenue                                     $    27,653   $           47   $            --   $       --   $ 27,700
Direct operating cost                            14,838              223                --           --     15,061
                                            ------------  ---------------  ----------------  -----------  ---------
Gross profit (loss)                              12,815             (176)               --           --     12,639
S,G&A                                             2,371               24                --        3,055      5,450
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) from operations                    10,444             (200)               --       (3,055)     7,189
Interest expense (income)                           (25)              --                --           42         17
Other Income (expense)                               18               19                --           28         65
                                            ------------  ---------------  ----------------  -----------  ---------


                                        9
<PAGE>
Income (loss) before income tax
and discontinued operations                      10,487             (181)               --       (3,069)     7,237
Income tax expense (benefit)                         --               --                --      (10,174)   (10,174)
Discontinued operations                              --               --            (1,069)          --      1,069
                                            ------------  ---------------  ----------------  -----------  ---------
Net Income (loss)                                10,487             (181)           (1,069)       7,105     18,480
                                            ============  ===============  ================  ===========  =========
Depreciation, amortization, and accretion   $     3,009   $            4   $            --   $       16   $  3,029
Capital Expenditures                        $     2,362   $           --   $            --   $       32   $  2,394
Total Assets                                $    37,150   $        6,539   $            --   $   31,138   $ 74,827
SIX MONTHS ENDED JUNE 30, 2003
------------------------------
Revenue                                     $    22,736   $           55   $            --   $       --   $ 22,791
Direct operating cost                            11,811              229                --           --     12,040
                                            ------------  ---------------  ----------------  -----------  ---------
Gross profit (loss)                              10,925             (174)               --           --     10,751
S,G&A                                             3,657            1,801                --        2,328      7,786
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) from operations                     7,268           (1,975)               --       (2,328)     2,965
Interest                                             38               --                --           99        137
Other Income (expense)                               29               64                --           --         93
Write off of Ward Valley facility                    --           20,951                --           --     20,951
                                            ------------  ---------------  ----------------  -----------  ---------
Income (loss) before income tax
and discontinued operations                       7,259          (22,862)               --       (2,427)   (18,030)
Income tax expense (benefit)                         --               --                --           55         55
Discontinued operations                           4,960               --            (2,029)          --      2,931
                                            ------------  ---------------  ----------------  -----------  ---------
Net Income (loss)                                12,219          (22,862)           (2,029)      (2,482)   (15,154)
                                            ============  ===============  ================  ===========  =========
Depreciation, amortization, and
accretion                                   $     3,793   $            2   $            --   $       20   $  3,814
Capital Expenditures                        $     4,063   $           23   $           451   $       --   $  4,537
Total Assets                                $    37,119   $        6,546   $         5,274   $   15,183   $ 64,122
</TABLE>

NOTE 5. STOCK OPTION PLANS

The  Company  has  two  stock-based  compensation plans, which are accounted for
under  the  recognition  and  measurement  principles  of  APB  Opinion  No. 25,
Accounting  for  Stock  Issued  to  Employees  and  related  Interpretations. No
stock-based employee compensation cost is reflected in net income. The following
table illustrates the effect on net income and earnings per share if the Company
applied  the  fair  value  recognition  provisions  of  FASB  Statement No. 123,
Accounting  for  Stock-Based  Compensation,  to stock-based compensation for the
three  and  six  months  ended  June  30,  2004  and  2003:

<TABLE>
<CAPTION>
                                                                  Three Months Ended        Six Months Ended
                                                               ------------------------  ----------  ------------
                                                                  2004         2003         2004        2003
                                                               -----------  -----------  ----------  ----------
<S>                                                            <C>          <C>          <C>         <C>
Net income (loss), as reported                                 $   16,042   $    2,013   $  18,480   $ (15,154)
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net         (520)        (237)       (614)       (630)
                                                               -----------  -----------  ----------  ----------
of related tax effects
Pro forma net income (loss)                                    $   15,522   $    1,776   $  17,866   $ (15,784)
                                                               ===========  ===========  ==========  ==========

EARNINGS (LOSS) PER SHARE:
   Basic - as reported                                         $      .93   $      .12   $    1.08   $    (.94)
                                                               ===========  ===========  ==========  ==========
   Basic - pro forma                                           $      .90   $      .10   $    1.04   $    (.98)
                                                               ===========  ===========  ==========  ==========
   Diluted - as reported                                       $      .90   $      .11   $    1.04   $    (.94)
                                                               ===========  ===========  ==========  ==========
   Diluted - pro forma                                         $      .87   $      .10   $    1.00   $    (.98)
                                                               ===========  ===========  ==========  ==========
</TABLE>

The  stock option plan summary and changes during the three and six months ended
June  30  are  as  follows:


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                    Three Months Ended         Six Months Ended
                                                                 ------------------------  ------------------------
                                                                    2004         2003         2004         2003
                                                                 -----------  -----------  -----------  -----------
<S>                                                              <C>          <C>          <C>          <C>
Options outstanding, beginning of period                          1,125,181    1,434,874    1,266,281      753,150
Granted                                                              57,500       55,000       57,500      813,724
Exercised                                                           (36,400)      (1,000)    (177,500)     (68,500)
Canceled                                                            (55,000)     (18,150)     (55,000)     (27,650)
                                                                 -----------  -----------  -----------  -----------
Options outstanding, end of period                                1,091,281    1,470,724    1,091,281    1,470,724
                                                                 ===========  ===========  ===========  ===========

Weighted average exercise price of options, beginning of period  $     4.08   $     4.03   $     3.90   $     3.42
Weighted average exercise price of options granted               $     9.20   $     2.60   $     9.20   $     4.30
Weighted average exercise price of options exercised             $     3.95   $     1.60   $     2.79   $     1.68
Weighted average exercise price of options canceled              $    10.13   $    10.13   $    10.13   $     7.72
Weighted average exercise price of options, end of period        $     4.05   $     3.90   $     4.05   $     3.90

Options exercisable at end of period                                785,941      901,681      785,941      901,681
                                                                 ===========  ===========  ===========  ===========

Options available for future grant at end of period                 507,176      416,776      507,176      416,776
                                                                 ===========  ===========  ===========  ===========
</TABLE>

The following table summarizes information about the stock options outstanding
under the Company's option plans as of June 30, 2004:

<TABLE>
<CAPTION>
                        Weighted
                         average                       Weighted                      Weighted
                        remaining                       average                       average
Range of exercise   contractual life     Number     exercise price     Number     exercise price
price per share          (years)       outstanding     per share     exercisable     per share
------------------  -----------------  -----------  ---------------  -----------  ---------------
<S>                 <C>                <C>          <C>              <C>          <C>
1.00 - $1.47                     3.2       67,500  $          1.32       67,500  $          1.32
1.60 - $2.25                     5.3       78,500  $          2.07       78,500  $          2.07
2.42 - $3.50                     8.2      343,682  $          2.91      234,891  $          2.87
3.75 - $5.00                     7.1      404,846  $          4.27      277,923  $          4.16
6.50                             8.6      139,253  $          6.50       69,627  $          6.50
9.20                            10.0       57,500  $          9.20       57,500  $          9.20
                                       -----------                   -----------
                                         1,091,281                       785,941
                                       ===========                   ===========
</TABLE>

As  of  June  30,  2004,  the  1992  Stock Option Plan for Employees had options
outstanding  to  purchase  665,281  common  shares with 188,976 shares remaining
available  for  issuance under option grants. As of June 30, 2004 the 1992 Stock
Option  Plan  for  Directors  had options outstanding to purchase 426,000 common
shares with 318,200 shares remaining available for issuance under option grants.

The  fair  value  of  each  option  grant  is  estimated using the Black-Scholes
option-pricing  model  with  the following weighted-average assumptions used for
grants  during  the  three  months  ended  June  30:

                                                           2004          2003
                                                        ----------    ----------
     Expected volatility                                       73%           83%
     Risk-free interest rates                                4.72%         3.75%
     Expected lives                                      10 years      10 years
     Dividend yield                                             0%            0%
     Weighted-average fair value of options granted
     during the quarter (Black-Scholes)                 $    7.42     $    2.18


                                       11
<PAGE>
NOTE 6. INCOME TAXES

The Company has historically recorded a valuation allowance for certain deferred
tax  assets due to inherent uncertainties regarding future operating results and
limitations on utilization of acquired net operating loss carry forwards for tax
purposes.  The  realization  of a significant portion of net deferred tax assets
is based in part on the Company's estimate of the timing of reversals of certain
temporary  differences  and  on  the  generation  of  taxable income before such
reversals.

Following  the  June  30,  2004  sale  of  the discontinued Oak Ridge Processing
Facility,  management reassessed the valuation allowance and determined that all
of  the  Company's  deferred  tax  assets  would  likely  be  utilized  prior to
expiration.  The  following  income tax (benefit) expense was recognized for the
three  and  six  months  ended  June  30,  2004:

<TABLE>
<CAPTION>
                                                       Three Months Ended       Six Months Ended
                                                    -----------------------  ---------------------
                                                       2004         2003        2004       2003
                                                    -----------  ----------  ----------  ---------
<S>                                                 <C>          <C>         <C>         <C>
State income tax expense                            $       --   $       63  $      --   $      55
Federal income tax expense                               1,716           --      2,880          --
Reversal of deferred tax asset valuation allowance     (13,054)          --    (13,054)         --
                                                    -----------  ----------  ----------  ---------
Income tax (benefit) expense                        $  (11,338)  $       63  $ (10,174)  $      55
                                                    ===========  ==========  ==========  =========
</TABLE>

The  Company's  deferred  tax  asset is primarily composed of net operating loss
carryforwards  of  approximately  $44,000,000.


NOTE 7. LITIGATION

Significant  developments  have  occurred  on  the following legal matters since
December  31,  2003:

US ECOLOGY, INC. V. THE STATE OF CALIFORNIA, ET AL., CASE NO.GIC747562, SUPERIOR
---------------------------------------------------
COURT  OF  THE  STATE  OF  CALIFORNIA  FOR  THE  COUNTY  OF  SAN  DIEGO

In  May 2000, subsidiary US Ecology, Inc., sued the State of California, et. al.
("the  State")  for  monetary  damages  exceeding $162 million stemming from the
State's  alleged  abandonment  of  the  Ward  Valley low-level radioactive waste
("LLRW")  disposal  project.  On  March  26,  2003,  the Superior Court issued a
decision against the Company. Based on the uncertainty of recovery following the
Superior  Court's  adverse  decision,  the  Company  wrote  off  the $20,951,000
deferred  site  development  asset  on  March  31,  2003.

In  June  2003,  the Company filed a notice of appeal with the California Fourth
Appellate  District Court. The opening appellate brief was filed March 15, 2004.
The  State  was  granted  an extension to file its opposition brief. The Company
expects  this brief and its subsequent reply brief to be filed in 2004, and that
oral  arguments  will  be  held  in  early  to  mid  2005.

No  assurance  can  be  given that the Company will prevail on appeal or reach a
settlement  to  recover  any  portion  of  its  investment.

ENTERGY  ARKANSAS,  INC.  ET  AL, CENTRAL INTERSTATE LOW-LEVEL RADIOACTIVE WASTE
--------------------------------------------------------------------------------
COMMISSION  AND  US  ECOLOGY,  INC. ("PLAINTIFFS") V. STATE OF NEBRASKA, ET AL.,
------------------------------------------------------------------------------
CASE  NO.  4:98CV3411,  U.S.  DISTRICT  COURT,  DISTRICT  OF  NEBRASKA

This  action  was  brought  in  federal  court  in  December of 1999 by electric
utilities  that generate low-level radioactive waste ("LLRW") within the Central
Interstate  Low-Level  Radioactive  Waste  Compact ("CIC") and seeks declaratory
relief  and  damages.


                                       12
<PAGE>
In  September  2002,  the US District Court for the District of Nebraska entered
judgment  against  Nebraska  in  favor  of  the  CIC for $153 million, including
approximately $50 million for prejudgment interest. Of this amount, US Ecology's
share  was  $6.2 million plus $6.1 million for prejudgment interest. The Company
carries  $6.5  million on its balance sheet for capitalized facility development
costs.  The  State  of Nebraska subsequently appealed this judgment. On February
18,  2004,  the Eighth U.S. Circuit Court of Appeals affirmed the District Court
ruling  in its entirety.  On April 21, 2004, the Eighth Circuit Court of Appeals
denied Nebraska's petition for rehearing en banc. On July 16, 2004, the State of
Nebraska  petitioned  the  U.S.  Supreme  Court  to review the Court of Appeals'
judgment.

No assurance can be given that the U.S. Supreme Court will deny the petition for
review,  that if the case is heard by the U.S. Supreme Court the plaintiffs will
prevail,  or that US Ecology will recover its contributions or interest thereon.

NOTE 8.  COMMITMENTS AND CONTINGENCIES

Effective  January  1,  2003,  the  Company  established  the  American  Ecology
Corporation  Management  Incentive  Plan ("MIP"). The Plan provides for selected
participants  to  receive  bonuses  based  on  pre-tax  operating income levels.
Bonuses under the plan are to be paid out over three years with a maximum in any
one  year  of  $1,125,000  in  bonuses  if  pre-tax  operating  income  exceeds
$12,000,000  including  all  costs  for the MIP. During the three and six months
ended June 30, 2004, the Company accrued $322,000 and $614,000 for the MIP to be
paid  to  the  selected  participants  if  pre-tax  operating  income  exceeds
$12,000,000  for  2004.

NOTE 9.  CLOSURE AND POST CLOSURE OBLIGATIONS

Closure and post closure obligations are recorded when environmental assessments
and/or  remedial efforts are probable, and the costs can be reasonably estimated
consistent  with Statement of Financial Accounting Standards ("SFAS") No. 5 with
the  liability  calculated in accordance with SFAS No. 143. The Company performs
periodic  reviews  of  both  non-operating  and operating facilities and revises
accruals for estimated post-closure, remediation and other costs when necessary.
The  Company's recorded liabilities are based on best estimates of current costs
and  are  updated  periodically  to  reflect  current  technology,  laws  and
regulations,  inflation  and  other  economic  factors.

Changes to reported closure and post closure obligations were as follows ($ in
thousands):

<TABLE>
<CAPTION>
                               Accrued Closure and      Closure Obligation of Assets    Total Closure and Post
                             Post Closure Obligation      Held for Sale or Closure       Closure Obligations
                            -------------------------  ------------------------------  ------------------------
<S>                         <C>                        <C>                             <C>

January 1, 2004 obligation  $                 11,124   $                       4,621   $                15,745
Accretion of obligation                          515                              34                       549
Payment of obligation                           (383)                            (44)                     (427)
Adjustment of obligation                          --                          (4,611)                   (4,611)
                            -------------------------  ------------------------------  ------------------------
June 30, 2004 obligation    $                 11,256   $                          --   $                11,256
                            =========================  ==============================  ========================
</TABLE>

At  June  30,  2004,  $103,000  of  pledged  cash and investment securities were
legally restricted for purposes of meeting closure and post closure obligations.

NOTE 10.  DISCONTINUED OPERATIONS

On  June  30, 2004, the Company transferred substantially all the primary assets
and  liabilities  of  its  discontinued Oak Ridge Tennessee processing and field
services  operations to Toxco, Inc ("Toxco"). The Company transferred $2,060,000
in  Property  and $1,650,000 in Cash to Toxco in exchange for Toxco's assumption
of $4,640,000 of Closure and Other Liabilities.  The Company recorded a $930,000
gain on the sale which is included as a Gain from discontinued operations in the
Consolidated  Statements  of  Operations.

As of June 30, 2004, "Assets held for sale or closure" consisted of those assets
and  liabilities  (e.g.  trade  payables  and  accrued  liabilities)  of  the
discontinued  Oak Ridge operations which were retained by the Company subsequent
to  the


                                       13
<PAGE>
June  30, 2004 sale. Accordingly, the revenue, costs and expenses and cash flows
for  the  Oak  Ridge  operation  have  been  excluded from results of continuing
operations  results  and  reported as "Gain (loss) from discontinued operations"
and "Net cash provided by (used in) discontinued operations". Prior periods have
been restated to reflect the discontinued operations. The assets and liabilities
of  discontinued operations included within the consolidated balance sheet as of
June  30,  2004  are  as  follows  ($  in  thousands):

<TABLE>
<CAPTION>
                                         Discontinued Operations
                                      June 30, 2004   December 31, 2003
<S>                                   <C>             <C>
Current assets
--------------
    Current assets                    $           --  $              386
    Property & equipment, net                     --                 552
                                      --------------  ------------------
                                                  --                 938
                                      ==============  ==================
Non-current assets
------------------
    Property, plant & equipment, net              --               1,508
    Other                                         --                  49
                                      --------------  ------------------
                                                  --               1,557
                                      ==============  ==================
Current liabilities
-------------------
    Accounts payable & accruals                  398               1,870
    Current portion long term debt                --                  37
                                      --------------  ------------------
                                                 398               1,907
                                      ==============  ==================
Non-current liabilities
-----------------------
    Closure/post closure obligations              --               4,621
    Long-term debt                                --                  23
    Other                                         --                   5
                                      --------------  ------------------
                                                  --               4,649
                                      ==============  ==================
</TABLE>

Operating  results for the discontinued operations were as follows for three and
six  months  ending  June  30:

<TABLE>
<CAPTION>
($in thousands)                      Processing and Field    El Centro Disposal    Total Discontinued
                                     Services Operations          Facility             Operations
<S>                                 <C>                     <C>                   <C>

Three months ending June 30, 2004
---------------------------------
Revenues, net                       $                  --   $                --   $                --
Operating income (loss)                               (10)                   --                   (10)
Net income (loss)                                     920                    --                   920
Basic earnings (loss) per share                       .05                   .--                   .05
Diluted earnings (loss) per share                     .05                   .--                   .05

Three months ending June 30, 2003
---------------------------------
Revenues, net                       $               1,240   $                --   $             1,240
Operating income (loss)                              (690)                   (3)                 (693)
Net income (loss)                                    (692)                   16                  (676)
Basic earnings (loss) per share                      (.04)                   --                  (.04)
Diluted earnings (loss) per share                    (.04)                   --                  (.04)

Six months ending June 30, 2004
-------------------------------
Revenues, net                       $                  --   $                --   $                --
Operating income (loss)                               139                    --                   139
Net income (loss)                                   1,069                    --                    13
Basic earnings (loss) per share                       .06                   .--                   .06
Diluted earnings (loss) per share                     .06                   .--                   .06

Six months ending June 30, 2003
-------------------------------
Revenues, net                       $               2,019   $               469   $             2,488
Operating income (loss)                            (1,793)                   74                (1,719)
Net income (loss)                                  (2,029)                4,960                 2,931
Basic earnings (loss) per share                      (.12)                  .30                   .18
Diluted earnings (loss) per share                    (.12)                  .30                   .18
</TABLE>


                                       14
<PAGE>
Costs  incurred  at the Oak Ridge facility during the three and six months ended
June  30  are  summarized  as  follows:  ($  in  thousands)

<TABLE>
<CAPTION>
                                                                     Three Months       Six Months
                                                                   ----------------  ----------------
                                                                    2004     2003      2004     2003
                                                                   -------  -------  --------  ------
<S>                                                                <C>      <C>      <C>       <C>
Net operating costs in excess of previous accruals                 $  108   $   227  $   142   $  428
Additional impairment of property and equipment                        --        --       --      225
Accounts receivable collected in excess of valuation allowance        (58)       --     (265)      --
Gain on sale of facility                                             (930)       --     (930)      --
Increase (decrease) in estimated cost to dispose of removed waste     (40)      465      (16)   1,376
                                                                   -------  -------  --------  ------

Net (income) loss for the three and six months ended June 30       $ (920)  $   692  $(1,069)  $2,209
                                                                   =======  =======  ========  ======
</TABLE>

Cost  changes for Oak Ridge facility on-site activities and disposal liabilities
for  removed  wastes  are  as  follows:

<TABLE>
<CAPTION>
($in thousands)            December 31, 2003  Cash Payments   Adjustments   June 30, 2004
                           -----------------  --------------  ------------  -------------
<S>                        <C>                <C>             <C>           <C>

Waste disposal liability                 623           (358)          (16)            249
On-site discontinued
operation cost liability                 442           (448)            6              --

                           December 31, 2002  Cash Payments   Adjustments   June 30, 2003
                           -----------------  --------------  ------------  -------------

Waste disposal liability               1,827         (1,301)        3,703           4,229
On-site discontinued
operation cost liability               1,800         (1,509)          428             719
</TABLE>

The adjustments represent differences between the estimated costs accrued at
December 31, actual costs incurred during the first and second quarters, and
changes in estimated future costs for disposition of previously removed waste.

NOTE 11. SHORT TERM INVESTMENTS

During  April  2004 the Company began investing cash not needed in operations in
quasi governmental securities such as securities issued by the Federal Home Loan
Bank.  The  Company  classifies  investments  with  a  maturity  on  the date of
purchase  greater than 30 days but less than one year as Short term investments.

NOTE 12. SUBSEQUENT EVENT - PARTIAL SERVICE INTERRUPTION AT ROBSTOWN, TEXAS
FACILITY

Hazardous  waste  treatment  operations at the Company's Robstown Texas facility
were  suspended  following  a  July  1,  2004  fire  in the facility's permitted
containment building. Treatment performed in the containment building represents
approximately  50% of the Texas facility's year-to-date revenue. Direct disposal
operations  continue  without  interruption  and  generate  the  balance  of the
facility's  revenue.  While  the  Company  is insured for property and equipment
damage  and  business interruption, insurance deductibles, operational upgrades,
loss  of  customers and potential regulatory agency fines will negatively impact
the Texas facility's second half financial performance. The Company is assessing
the  costs  and  time  required  to  bring  treatment services back on line on a
priority  basis. It cannot, however, estimate the cost of the fire and insurance
amounts  payable  at  this  time.

Unrelated  to  the  fire,  the  Robstown facility received a June 2004 notice of
enforcement from the Texas regulatory agency regarding its operations.  Based on
a  meeting  with  Texas  officials  attended  by  senior  management,  the


                                       15
<PAGE>
Company  expects  this  notice  of  enforcement  and  the  fire  incident  to be
consolidated for enforcement purposes. . The amount of this expected fine is not
yet  known.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

This document contains forward-looking statements that involve known and unknown
risks  and  uncertainties  which  may  cause actual results in future periods to
differ  materially from those indicated herein. These risks include, but are not
limited  to,  the impact of the fire at the Robstown, Texas facility, compliance
with  and  changes  to  applicable  laws,  regulations  and permits, enforcement
actions,  exposure  to  and  results of litigation, access to capital, access to
insurance  and  financial assurances, new technologies, competitive environment,
labor  disputes,  general  economic  conditions, and loss or diminution of major
contracts.  The  Form  10-K  for  the  year  ending  December  31, 2003 contains
additional  risk  factors  and  an  expanded disclosure of these risks. When the
Company  uses  words  like  "will", "may," "believes," "expects," "anticipates,"
"should,"  "estimates,"  "project,"  "plans,"  their  opposites  and  similar
expressions,  the  Company is making forward-looking statements. These terms are
most  often  used  in  statements  relating  to  business  plans,  strategies,
anticipated  benefits or projections about the anticipated revenues, earnings or
other aspects of our operating results. The Company makes these statements in an
effort  to keep stockholders and the public informed about our business based on
management's current expectations about future events. Such statements should be
viewed  with  caution and are not guarantees of future performance or events. As
noted  elsewhere in this report, our business is subject to uncertainties, risks
and  other  influences,  many  of  which  the  Company  has  no  control  over.
Additionally,  these  factors,  either  alone  or  taken  together, could have a
material  adverse  effect  on  the  Company  and  could  change  whether  any
forward-looking  statement  ultimately  turns  out  to  be  true.  The  Company
undertakes  no  obligation  to  publicly  release  updates or revisions to these
statements.  The  following  discussion  should  be read in conjunction with the
audited  consolidated  financial  statements and the notes thereto filed on Form
10-K  for  the  year  ending  December  31,  2003.

Unless otherwise described, changes discussed relate to the increase or decrease
from  the  three  and six month periods ended June 30, 2003 to the three and six
month  periods  ended  June  30,  2004.

INTRODUCTION
------------

The  Company  is  a  hazardous, PCB, industrial and radioactive waste management
company  providing transportation, treatment and disposal services to commercial
and  government entities including, but not limited to nuclear power plants, oil
refineries,  chemical  manufacturing plants, steel mills, the U.S. Department of
Defense,  biomedical  facilities,  universities  and  research institutions. The
majority  of its revenues are derived from fees charged for use of the Company's
four fixed waste disposal facilities. The Company and its predecessors have been
in  business  for  52  years.

A significant portion of the Company's revenue is attributable to discrete waste
clean-up  projects  ("Event  Business")  which  vary  substantially  in size and
duration.  The one-time nature of Event Business necessarily creates variability
in  revenue  and  earnings.  This  can  produce large quarter to quarter swings.
Management's  strategy  is to continue expanding its recurring customer business
("Base  Business")  while  simultaneously  securing  both  large and small Event
Business  projects. When the Company's Base Business covers fixed costs, much of
the Event Business revenue falls through to the bottom line. This strategy takes
advantage  of  the  largely  fixed  cost  nature  of  the  business.

OVERALL COMPANY PERFORMANCE
---------------------------

The  Company's financial performance for the three and six months ended June 30,
2004  was  substantially  improved  over the first three and six months of 2003.
Management  believes  this  is  the  result  of  the  Company's execution of its
business  plan  and a generally stronger economy. Quarter to quarter comparisons
are  difficult  and  are  materially  affected  by  several  events  including
significant  litigation  expenses  in  early 2003 and a related asset write off,
costs  to  prepare  and  sell  the  Company's  Oak Ridge, Tennessee discontinued
low-level  radioactive  waste  processing  operation,  a  related  gain  on  the
subsequent  Oak  Ridge  asset  sale  in  2004,  a  gain on sale of the El Centro
landfill


                                       16
<PAGE>
assets  in  early 2003 and the recognition of income tax expense and reversal of
the  valuation  allowance  on  the  Company's deferred tax assets in 2004. These
events  are  discussed  in  more  detail  below.

Ward  Valley  Litigation  Expenses:  Following an adverse California state court
-----------------------------------
decision  in  March  2003,  the  Company  wrote  off  $20,951,000  of  facility
development costs. This is reported as Loss on write off of Ward Valley facility
development  costs  in  the Consolidated Statement of Operations. Litigation and
related  costs  totaling  $288,000  and $1,786,000 were incurred and included in
SG&A  during  the  three  and  six  months ending June 30, 2003. The Company has
appealed  the  Ward  Valley ruling. Minimal appeal costs are expected based on a
fixed price plus success contingency legal representation agreement entered into
and  paid  in  July  2003.

Sale  of  El  Centro: In February 2003, the Company sold the El Centro municipal
---------------------
waste  landfill  to  Allied Waste and recognized a $4,909,000 gain on sale. This
gain  was included in discontinued operations during the quarter ended March 31,
2003.

Oak  Ridge  Asset  Disposition:  In  December  2002,  the  Company  discontinued
-------------------------------
operations at the Oak Ridge facility. During the three and six months ended June
30,  2003, the Company incurred $692,000 and $2,029,000, respectively, for costs
to remove waste from the facility and prepare the facility for sale in excess of
prior  reserves.  This  primarily reflected actual costs which became known when
specific  wastes  were  shipped  off-site  to  third-party  service  providers.

On  June  30,  2004 the Company sold substantially all of its assets and related
environmental liabilities associated with its Oak Ridge operations to Toxco, Inc
("Toxco").  Toxco  received  $1,650,000  in  cash and $2,060,000 in property and
equipment.  In  return,  Toxco assumed $4,625,000 in estimated environmental and
other  liabilities. The Company recorded a $930,000 gain on sale of the facility
which is included in the results of discontinued operations for the three months
ending  June  30,  2004.

Income  Tax  Expense:  During 2002, the Company evaluated its deferred tax asset
---------------------
and  offsetting  valuation  allowance  and  determined that it was probable that
sufficient  taxable  income  would  be  generated  to  utilize $8,284,000 of the
deferred  tax  asset  in  the  foreseeable  future. During 2003, the $20,951,000
write-off  of  Ward Valley facility development costs resulted in a book as well
as  tax  loss  for  2003, and no portion of the deferred tax asset was utilized.
Based  on  the  Company's  re-evaluation  of  year-to-date  2004 pre-tax income,
expectations  of  continued  profitability,  and  disposition  of  the Oak Ridge
facility,  the remaining valuation allowance was reversed at June 30, 2004. This
resulted  in  an income tax benefit of $11,338,000 and $10,174,000 for the three
and  six months ended June 30, 2004.  As of June 30, 2004, the Company's balance
sheet  reflects  $18,455,000  in  deferred  tax  assets.

CRITICAL  ACCOUNTING  POLICIES
------------------------------

In  preparing  the  financial  statements,  management  makes many estimates and
assumptions  that  affect  the  Company's  financial  position  and  results  of
operations.  Disposal  Facility  Accounting,  Accounting  for  Discontinued
Operations, Litigation, and Income Taxes involve subjective judgments, estimates
and  assumptions  that  would  likely  produce  a materially different financial
position  and  result  of  operations  if  different  judgments,  estimates,  or
assumptions  were  used.  These  matters  are  discussed  below.

DISPOSAL  FACILITY  ACCOUNTING
In  general  terms,  a  disposal  cell  development asset exists for the cost of
building  usable  disposal  space  and  a  closure liability exists for closing,
maintaining  and  monitoring  the disposal unit once this space has been filled.
Major  assumptions  and  judgments used to calculate cell development assets and
closure  liabilities  are  as  follows:

-    Personnel  and  equipment  costs  incurred  to construct disposal cells are
     capitalized  as  a  cell  development  asset.

-    The  cell  development  asset  is amortized as each available cubic yard of
     disposal  space  is  filled.  Periodically  updated independent engineering
     survey  and  inspection  reports are used to determine the remaining volume
     available.  These  reports take into account waste volume, compaction rates
     and  space  reserved for capping filled cells. Additionally, changes in the
     estimated  useful  lives  of  the  cells  or related expansion plans have a
     direct  effect  on  the  amortization expense related to those cells during
     future  periods.


                                       17
<PAGE>
-    The closure liability is the present value based on a current cost estimate
     prepared by an independent engineering firm of the costs to close, maintain
     and  monitor  filled  disposal  units.  Management  estimates the timing of
     payment,  accretes the current cost estimate by an estimated cost of living
     (1.5%),  and  then discounts (9.3%) the accreted current cost estimate back
     to  a  present  value.  The  final  payments  of  the closure liability are
     estimated  as  being paid in 2056 based upon current permitted capacity and
     estimated  future  annual  usage.

ACCOUNTING  FOR  DISCONTINUED  OPERATIONS
Accounting  for discontinued operations requires numerous subjective and complex
judgments,  estimates  and  assumptions that materially affect financial results
and  position  of  discontinued  operations.

At  December  27,  2002,  the  Company  discontinued commercial operation of its
former  Processing  and Field Services business segment in Oak Ridge, Tennessee.
The  discontinued operations were accounted for under Emerging Issues Task Force
("EITF")  Issue  No. 94-3 Liability Recognition for Certain Employee Termination
Benefits  and  Other Costs to Exit an Activity (including Certain Costs Incurred
in  a  Restructuring).  EITF 94-3 requires a liability to be recognized when the
decision  to  exit  the  segment  was  made. EITF 94-3 was chosen as the guiding
literature  rather  than  Statement  of  Financial  Accounting Standards No. 146
Accounting  for Costs Associated with Exit or Disposal Activities (FAS 146). The
latter  requires  a liability to be recognized at the time that the liability is
incurred.  FAS  146  is required for exit activities entered into after December
31,  2002  but  was  optional  for  exit  activities prior to December 31, 2002.
Approximately $442,000 of expenses were recognized as of December 31, 2003 under
EITF  94-3  that  would  not have been recognized until incurred had the Company
adopted  FAS  146  prior  to December 27, 2002.  During the three and six months
ended  June 30, 2004, the Company incurred $152,000 and $340,000 of the expenses
recognized  under  EITF  94-3  as  of  December  31,  2003.

During  the  three  and  six months ended June 30, 2004, the Company reduced the
allowance  for  doubtful  accounts  of  its  discontinued  Oak Ridge business by
$58,000  and  $265,000.  This  reflected  collection  of  accounts receivable in
excess  of  previous  allowances  for  doubtful  accounts.  At June 30, 2004 the
Company  was  continuing  efforts  to  collect the remaining $40,000 of accounts
receivable,  all  of  which  is included in its allowance for doubtful accounts.

LITIGATION

The  Company  is  involved  in litigation requiring estimates of timing and loss
potential  whose  disposition  is controlled by the judicial process. During the
quarter  ended  March  31,  2003,  the  Company  wrote off $20,951,000 due to an
adverse State trial court decision which cast substantial doubt on the Company's
ability  to  recover  its  investment  in  the  Ward Valley, California disposal
project.  The  Company  has  appealed  the  trial  court's  ruling.

The  U.S.  District  Court for the District of Nebraska entered judgment against
the  State  of  Nebraska  in  favor  of the Central Interstate Compact and other
plaintiffs  including the Company. The Company's share of the judgment was $12.3
million.  The  Company carries $6.5 million on its balance sheet for capitalized
facility  development  costs.  The  State of Nebraska subsequently appealed this
judgment.  On  February  18,  2004,  the  Eighth  U.S.  Circuit Court of Appeals
affirmed the District Court ruling in its entirety. On April 21, 2004 the Eighth
Circuit  Court  of  Appeals  denied Nebraska's subsequent request for a Court of
Appeals rehearing en banc. On July 16, 2004 the State of Nebraska petitioned the
U.S.  Supreme  Court  to  review  the  Court  of  Appeals  judgment.

No  assurance can be given that the Company will prevail in the above litigation
or  otherwise recover its investment in the California or Nebraska projects. The
decision  to  accrue  costs  or  write off assets is based on specific facts and
circumstances  pertaining  to  each  case and management's evaluation of present
circumstances.

INCOME  TAXES
The Company has historically recorded a valuation allowance against its deferred
tax  assets  in  accordance with FAS 109, Accounting for Income Taxes. This past
valuation  allowance reflected management's past belief that due to a history of
tax  losses,  uncertainty regarding the disposition of the Oak Ridge assets, and
prospects  for  the Company's business at that time, it would likely not utilize
portions  of  the  deferred  tax assets prior to their expiration. The valuation
allowance  was based on management's contemporaneous evaluation of whether it is
more  likely  than  not that the Company will be able to utilize some, or all of
the  deferred  tax  assets.  During  2002,  the  Company  assessed


                                       18
<PAGE>
the  valuation  allowance and reversed approximately $8,284,000 of the valuation
allowance that the Company expected to utilize in the foreseeable future. During
2003,  the  Company  did not have tax or book income due to the write-off of the
Ward Valley facility development asset. As a result, the Company did not utilize
the  deferred  tax asset. At June 30, 2004, the Company reassessed the valuation
allowance  based  on  the sale of its Oak Ridge assets, 2004 year-to-date pretax
income,  and  projections  of continued profitability and reversed the remaining
valuation  allowance.  This  reversal  resulted  in  an  income  tax  benefit of
$11,338,000  and  $10,174,000  for the three and six months ended June 30, 2004.

RESULTS  OF  OPERATIONS
-----------------------

The following table presents, for the periods indicated, the operating costs as
a percentage of revenues in the consolidated income statement:

<TABLE>
<CAPTION>
                                                   Three Months Ended                    Six Months Ended
                                                   ------------------                    ----------------
($in 000's)                                June 30, 2004      June 30, 2003       June 30, 2004       June 30, 2003
                                        ------------------  -----------------  ------------------  ------------------
                                            $         %        $         %         $         %         $         %
                                        ---------  -------  --------  -------  ---------  -------  ---------  -------
<S>                                     <C>        <C>      <C>       <C>      <C>        <C>      <C>        <C>

Revenue                                   13,795              12,020             27,700              22,791
Direct operating costs                     7,449     54.0%     6,056    50.4%    15,061     54.4%    12,040     52.8%
                                        ---------           --------           ---------           ---------

Gross profit                               6,346     46.0%     5,964    49.6%    12,639     45.6%    10,751     47.2%
SG & A                                     2,578     18.7%     3,289    27.4%     5,450     19.7%     7,786     34.2%
                                        ---------           --------           ---------           ---------

Income from operations                     3,768     27.3%     2,675    22.3%     7,189     26.0%     2,965     13.0%

Investment income                             45      0.3%        22     0.2%        81      0.3%        22      0.1%
Interest expense                              49      0.4%        38     0.3%        98      0.4%       159      0.7%
Loss on write off of Ward Valley              --      0.0%        --     0.0%        --      0.0%    20,951     91.9%
Other income (expense)                        20      0.1%        93     0.8%        65      0.2%        93      0.4%
                                        ---------           --------           ---------           ---------

Net income (loss) before income
taxes and discontinued operations          3,784     27.4%     2,752    22.9%     7,237     26.1%   (18,030)   -79.1%
Income tax (benefit) expense             (11,338)   -82.2%        63     0.5%   (10,174)   -36.7%        55      0.2%
                                        ---------           --------           ---------           ---------

Net income (loss) before discontinued
operations                                15,122    109.6%     2,689    22.4%    17,411     62.9%   (18,085)   -79.4%
                                        =========           ========           =========           =========
</TABLE>


COMPARISON OF THREE MONTHS ENDED JUNE 30, 2004 AND 2003
-------------------------------------------------------

REVENUE
-------

For  the  three  months  ended  June 30, 2004, the Company reported consolidated
revenue  of  $13,795,000,  a  15% increase over the $12,020,000 reported for the
same  period  in  2003.  All three hazardous waste disposal facilities generated
higher  revenue  during the second quarter of 2004 as volumes increased 26% over
the  same  quarter last year. Higher quarterly waste volume was partially offset
by  a  5%  lower  average  selling price ("ASP") for the Company's treatment and
disposal  services.  The  increase  in waste volume resulted from an increase in
both  recurring  (or  "Base")  business and project (or "Event") work during the
quarter.  The  decrease  in ASP reflects an increased percentage of revenue from
lower  priced, commoditized services. Also contributing to the quarterly revenue
growth  was  a 53% increase in transportation revenue over the same quarter last
year.  Transportation  revenue increased to $2,172,000 during the second quarter
of  2004.  During the three months ending June 30, 2004 and 2003, revenue from a
contract  between  the  Company's  Idaho  facility  and  the  U.S. Army Corps of
Engineers  accounted  for  $4,975,000  and $3,702,000 or 36% and 31% of revenue,
respectively.  The  Army and other federal agencies continue to ship waste under
this  contract  to  the  Company's  Grand  View,  Idaho  facility.

Operating  Disposal  Facilities
-------------------------------


                                       19
<PAGE>
At  the  Richland,  Washington  LLRW disposal facility revenue decreased for the
three  months ended June 30, 2004 from the same period in 2003. This decrease in
revenue was due to a high radiation content shipment received in June 2003 which
did  not  recur  in  2004. For 2004, the Washington Utilities and Transportation
Commission  has  approved  a  revenue requirement of $5,476,000 for the Richland
facility's  rate-regulated  low-level  radioactive  waste  interstate  compact
business. $1,150,000 of this revenue was recorded in the three months ended June
30,  2004.

At  the  Grand  View,  Idaho  disposal  facility, higher waste volumes more than
offset a 17% decrease in ASP, allowing the site to increase revenue 24% from the
same  quarter  last  year.  During  the  second  quarter  of  2004, the facility
increased  disposal  volume  by  30%  over the same period last year. During the
quarter,  the  U.S.  Army  Corps  of Engineers exercised its option to renew its
contract  with  the  Company  for five years with no pricing change.  Management
expects the Army and other federal agencies to continue shipping to the facility
under  this  five  year  contract  renewal.

At  the  Beatty,  Nevada  hazardous  treatment  and  disposal  facility, revenue
increased  54%  for the three months ended June 30, 2004 from the same period in
2003.  The increased revenue reflects a 100% increase in waste volumes partially
offset  by a 22% decrease in ASP. The increased volume was from both remediation
projects and increased activity from existing customers.  The lower ASP resulted
from  a  higher  percentage  of  waste  being  generated  by  highly  competed,
lower-priced  remediation  projects.

At  the  Robstown,  Texas  hazardous  treatment  and  disposal facility, revenue
increased  22%  for the three months ended June 30, 2004 from the same period in
2003.  The increased revenue reflected a higher priced mix of wastes received at
the  site,  driving ASP up 102% over the same period last year. This much higher
ASP  more  than  offset  a 37% reduction in waste volumes compared to the second
quarter  of  2003.  Also, during the second quarter of 2003, the site received a
high  volume,  low-priced  project  that  did not recur in the second quarter of
2004. A fire in the permitted containment building on July 1, 2004 will decrease
revenues  at  the  Robstown  facility  in  the  second  half  of  2004.

DIRECT OPERATING COSTS
----------------------

For  the  three  months ended June 30, 2004, consolidated direct operating costs
increased  23% to $7,449,000 compared to $6,056,000 for the same period in 2003.
This  primarily  reflects  increased  waste  volumes  and  transportation costs.
Relative  revenue  direct  operating costs also increased from 50% of revenue in
the  second  quarter  of  2003  to  54%  for  the  same  quarter  this  year.

Operating  Disposal  Facilities
-------------------------------

Direct  costs  at  the Richland, Washington; Robstown, Texas; and Beatty, Nevada
facilities  essentially  remained  flat  from  the  same  quarter last year. The
increase  in  consolidated  direct  operating  costs for the Company was largely
driven  by  an  increase  in  direct  costs at the Grand View, Idaho facility of
$1,378,000.  This  increase  was  due  to  increased  consumption of constructed
disposal  space  from  higher  waste volumes and increased transportation costs.
$1,130,000  of  the  increase  in  direct  operating costs at Grand View was for
transportation  costs  on a New York remediation project completed in the second
quarter  of  2004.

Non  Operating  Disposal  Facilities
------------------------------------

Non  Operating  Disposal  Facilities  incur  current  period  expenses  for  the
accretion  of  engineering,  laboratory  and other contractor expenses and labor
costs  required to meet the Company's obligations subsequent to operational use.
For  the three months ended June 30, 2004 and 2003, the Company reported $13,000
and  $24,000  of  expenses  on  proposed  development projects, and $101,000 and
$104,000  of  costs in 2004 and 2003 to remediate or close facilities subsequent
to  use.

GROSS  PROFIT
-------------

Significantly  higher  quarterly  revenue  contributed to a 6% increase in gross
profit.  This  pushed  quarterly  gross  profit


                                       20
<PAGE>
to  $6,346,000  compared  with a gross profit of $5,964,000 for the same quarter
last  year.  Increased  disposal  revenue  at all three hazardous waste disposal
facilities  produced  an  increased contribution to operating income even though
much  of  the  increased revenue was at a lower ASP. This is consistent with the
largely  fixed  cost nature of the disposal business, and the operating leverage
gained  by increased waste throughput. Gross margin decreased slightly to 46% of
revenue  compared  to  50%  of  revenue.  This  was  due  primarily to increased
transportation costs associated with the bundling of transportation and disposal
services  on  certain  large  projects.  Large remediation projects can increase
earnings  substantially  while  simultaneously  decreasing  gross  margins,
particularly  when low margin transportation services are bundled with treatment
and  disposal  services.  The  Company seeks to maximize contribution margin and
gross  profit  by  controlling  direct  costs  and  increasing  waste  volumes.


SELLING, GENERAL AND ADMINISTRATIVE COSTS (SG&A)
------------------------------------------------

For  the  three  months  ended  June  30,  2004,  the  Company  reported SG&A of
$2,578,000 (19% of revenue), a 22% decrease from the $3,289,000 (27% of revenue)
for  the  same  three  months  of  2003. This decrease primarily resulted from a
$410,000  decrease  in legal expenses quarter to quarter. Legal expenses for the
second  quarter  of  2004  dropped to $46,000 compared to $456,000 in the second
quarter of 2003. The Company has resolved multiple lawsuits, reducing legal fees
and  freeing  up management time and resources to focus on growing the business.

Also,  the  Company  incurred  costs  during  2003  to  upgrade  and  centralize
information  and  accounting systems. The cost of these business system upgrades
was  largely born in 2003, while the savings and efficiencies are being realized
in  2004.  The  result  is  improved  management access to timely, more detailed
information  at  a  lower  cost.

Operating  Disposal  Facilities
-------------------------------

During  the  quarter  ended  June  30,  2004, Operating Disposal Facilities SG&A
decreased  $684,000 due to business re-engineering, cost containment efforts and
centralization  of  accounting  cost  at  Corporate.

Corporate
---------
During  the quarter ended June 30, 2004, Corporate SG&A increased $238,000. This
primarily  reflects  $322,000 accrued for the Management Incentive Plan (MIP) to
be  paid  to  selected  participants  if  the Company's pre-tax operating income
exceeds  $12,000,000  including  MIP costs. The Company continues its efforts to
minimize  Corporate SG&A through optimization of the centralized information and
accounting  systems  and  ongoing  spending  controls.

The  Company  is currently in the process of complying with the internal control
requirements  of  Section  404  of  the  Corporate  Reform  Act  of 2002 (a.k.a.
Sarbanes-Oxley).  The  Company  is investing a significant effort into complying
with  the  requirements  of Section 404 and has retained independent consultants
and contractors to assist in this effort. The Company currently expects to spend
at  least  $100,000  and  devote substantial resources to this effort in the 2nd
half  of  2004,  however,  the  cost  and  resources  required  may  increase
significantly.

Non  Operating  Disposal  Facilities
------------------------------------

Non  Operating  Disposal  Facilities  incur primarily legal costs to protect the
Company's  investment  in  disposal  site  development  projects in Ward Valley,
California  and  Butte,  Nebraska.  For the three months ended June 30, 2004 and
2003,  the Company reported $19,000 and $284,000 of SG&A expenses, respectively,
at  Non  Operating  Disposal  Facilities.  The majority of 2003 legal costs were
associated  with  the  Ward  Valley,  California  litigation.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2004 AND 2003
-----------------------------------------------------

REVENUE
-------

For  the  six  months  ended  June  30,  2004, the Company reported consolidated
revenue  of  $27,700,000,  a  22% increase over the $22,791,000 reported for the
same  period  in  2003.  All three hazardous waste disposal facilities generated
higher  revenue  during the first half of 2004. The higher revenue resulted from
increased  waste  volumes


                                       21
<PAGE>
and  slightly  higher  average selling price ("ASP") for the Company's treatment
and disposal services. At the three hazardous waste disposal facilities, volumes
increased  15%  over the same six months last year. The increase in waste volume
resulted from an increase in both recurring (or "Base") business and project (or
"Event")  work  performed during the period. The slight increase in year-to-date
2004 ASP reflected a more favorable mix of niche treatment and disposal business
and  a very large, lower priced project performed during the first half of 2003.
The  balance  of  the  increase  in consolidated revenue resulted from increased
transportation  revenue  as  the  Company  employed  its  strategy  of selective
bundling  disposal  with  transportation to win targeted contracts. Year-to-date
transportation  revenue  growth was a 90% increase over the same six months last
year,  reaching $5,286,000. During the six months ending June 30, 2004 and 2003,
revenue  from  the Grand View, Idaho site's contract with the U.S. Army Corps of
Engineers  accounted  for  $8,966,000  and $7,858,000 or 32% and 35% of revenue,
respectively.  The  Army and other federal agencies continue to ship waste under
this  contract,  which  was  renewed  by  the  Army for five years in the second
quarter  of  2004.

Operating  Disposal  Facilities
-------------------------------
At the Richland, Washington LLRW disposal facility revenue decreased for the six
months  ended  June  30,  2004  from  the  same period in 2003. This decrease in
revenue  was  due  to  a higher radiation content shipment received in June 2003
which  did  not  recur  during 2004. The Washington Utilities and Transportation
Commission  has  approved  a  2004  revenue  requirement  of  $5,476,000 for the
Richland  facility's  rate-regulated  low-level  radioactive  waste  interstate
compact  business.  $2,593,000  of  this  revenue was recorded in the six months
ended  June  30,  2004.

At  the  Grand  View,  Idaho  disposal  facility, higher waste volumes more than
offset  slightly  lower disposal ASPs, allowing the site to increase revenue 26%
from  the  same  six  months last year. During the first six months of 2004, the
facility  disposed  of  24% more waste volume than in the same period last year.
Management  expects  the U.S. Army Corps of Engineers and other federal agencies
to  continue  shipping  to  the facility under the five year contract extension.

At  the  Beatty,  Nevada  hazardous  treatment  and  disposal  facility, revenue
increased  42%  for  the  six months ended June 30, 2004 from the same period in
2003.  The  increased revenue was due to a 59% increase in waste volume. Average
prices  decreased by 7%. The increased volume was from both remediation projects
and  increased  shipments from existing customers. The lower ASP resulted from a
higher  percentage of waste from highly competed remediation projects and wastes
not  requiring  specialized  treatment  services  (e.g. direct disposal wastes).

At  the  Robstown,  Texas  hazardous  treatment  and  disposal facility, revenue
increased  13%  for  the  six months ended June 30, 2004 from the same period in
2003.  The increased revenue reflected a higher priced mix of wastes received at
the  site,  which increased ASP 92%. This much higher ASP more than offset a 38%
reduction  in waste volumes compared to the first half of 2003. During the first
half  of 2003, the site received a high volume, lower-priced project at the site
that  did  not  recur  in  the  first  half  of  2004.  A  fire in the permitted
containment  building  on  July  1,  2004 will decrease revenues at the Robstown
facility  in  the  second  half  of  2004.


DIRECT OPERATING COSTS
----------------------

For  the  six  months  ended  June 30, 2004, consolidated direct operating costs
increased  26%  to  $15,061,000 (54% of revenue) compared to $12,040,000 (53% of
revenue)  for  the same period in 2003. This primarily reflected increased waste
volumes.  Direct  operating  costs  increased  slightly  relative  to  revenue,
reflecting  an  increase  in  low  margin  transportation  services  provided in
conjunction  with  disposal  services.  The  Company  continues  its  efforts to
minimize  direct  costs through improved operational efficiency and ongoing cost
controls.

Operating  Disposal  Facilities
-------------------------------

Direct  costs  at  the Richland, Washington; Robstown, Texas; and Beatty, Nevada
facilities  essentially  remained  flat  from the same six months last year. The
increase  in  consolidated  direct  operating  costs for the Company was largely
driven  by  an  increase  in  direct  costs at the Grand View, Idaho facility of
$2,881,000.  This  increase  was  due  to  increased  waste  volumes and related
transportation  costs.  Approximately  $2,604,000  of  the  increase  in  direct


                                       22
<PAGE>
operating  costs at Grand View was for transportation costs primarily related to
a  completed  New  York  clean-up project.  During the six months ended June 30,
2004  the Company was able to reduce the costs of additives used to treat waste,
resulting  in  lower  variable  costs  for  certain  waste  streams.

Non  Operating  Disposal  Facilities
------------------------------------

Non  Operating  Disposal  Facilities  incur  current  period  expenses  for  the
accretion  of  engineering,  laboratory  and other contractor expenses and labor
costs  required to meet the Company's obligations subsequent to operational use.
For  the  six  months ended June 30, 2004 and 2003, the Company reported $23,000
and  $24,000  in  expenses  on  proposed  development projects, and $200,000 and
$206,000  in  costs  to  remediate  and/or  monitor  facilities  subsequent  to
operational  use.

GROSS  PROFIT
-------------

Significantly  higher  quarterly  revenue allowed the Company to generate an 18%
increase  in  gross profit, pushing gross profit to $12,639,000, compared with a
gross  profit  of  $10,751,000  for  the  same  six  months last year. Increased
disposal  revenue  at all operating hazardous waste disposal facilities produced
more  earnings contribution due to the largely fixed cost nature of the disposal
business.  Gross  margin decreased slightly to 46% of revenue compared to 47% of
revenue  due  to  increased  low  margin  transportation  revenue.

SELLING, GENERAL AND ADMINISTRATIVE COSTS (SG&A)
------------------------------------------------

For  the six months ended June 30, 2004, the Company reported SG&A of $5,450,000
(20%  of  revenue),  a 30% decrease from the $7,786,000 (34% of revenue) for the
same  six  months  of  2003.  The  decrease  in  SG&A  primarily resulted from a
$1,884,000 decrease in legal expenses. Legal expenses for the first half of 2004
dropped  to  $130,000  compared  to  $2,014,000  in  the first half of 2003. The
Company  has  resolved  multiple  lawsuits,  reducing  legal fees and freeing up
management  time  and  resources  to  focus  on  growing  the  business.

The Company incurred costs during 2003 to upgrade and centralize information and
accounting  systems. The cost of these business system upgrades was largely born
in  2003,  while  the  savings  and efficiencies are being realized in 2004. The
primary  benefit  is  management access to more timely and detailed information.

Operating  Disposal  Facilities
-------------------------------

During  the  six  months ended June 30, 2004, Operating Disposal Facilities SG&A
decreased  $1,286,000  due to business reorganizations, cost containment efforts
and  centralization  of  accounting  at  Corporate.

Corporate
---------

During  the  six  months ended June 30, 2004, Corporate SG&A increased $727,000.
This  includes  $614,000  accrued  for the Management Incentive Plan (MIP) to be
paid  to selected participants if the Company's pre-tax operating income exceeds
$12,000,000  including all costs associated with the MIP. The remaining increase
in  Corporate  SG&A  represents costs previously borne by the Operating Disposal
Facilities  and  now  assigned  to  Corporate.

The  Company  is currently in the process of complying with the internal control
requirements  of  Section  404  of  the  Corporate  Reform  Act  of 2002 (a.k.a.
Sarbanes-Oxley).  The  Company  is investing a significant effort into complying
with  the  requirements  of Section 404 and has retained independent consultants
and contractors to assist in this effort. The Company currently expects to spend
at  least  $100,000  and  devote substantial resources to this effort in the 2nd
half  of  2004,  however,  the  cost  and  resources  required  may  increase
significantly.

Non  Operating  Disposal  Facilities
------------------------------------

Non  Operating  Disposal  Facilities  incur primarily legal costs to protect the
Company's  investment  in  disposal  site  development  projects in Ward Valley,
California and Butte, Nebraska. For the six months ended June 30, 2004 and 2003,
the  Company  reported $24,000 and $1,802,000 of SG&A expenses, respectively, at
Non  Operating  Disposal  Facilities.  Substantially  all of these expenses were
legal  costs  associated  with  the  Ward  Valley,  California  litigation.


                                       23
<PAGE>
COMPARISON OF THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
---------------------------------------------------------------

INTEREST INCOME
---------------

For the three and six months ended June 30, 2004, the Company earned $45,000 and
$81,000  of  interest  income,  an increase from $22,000 and $22,000 in the same
period  of  2003.  This  was  due  to  substantially  higher cash and short term
investment  balances. Interest income is earnings on tax refunds, cash balances,
restricted  investments,  and  notes  receivable.  The  Company  typically earns
minimal  income  based  on  prevailing  market  rates on short term investments.
Assuming  continued  low  interest  rates,  the  Company  does  not  anticipate
significant  interest  income  in 2004.  Beginning in the quarter ended June 30,
2004,  the  Company  is  investing  in  short  term  debt  instruments  of quasi
governmental institutions such as the Federal Home Loan Bank.  These investments
have  had  maximum  maturities of approximately three months and are expected to
earn  a slightly higher rate of return than the previous investment in overnight
securities.

INTEREST  EXPENSE
-----------------

For  the three and six months ended June 30, 2004, the Company reported interest
expense  of  $49,000  and  $98,000,  compared  to  $38,000 and $159,000 from the
corresponding  periods  in  2003.  This  reflects  a  reduction  in average debt
outstanding  by  $1,800,000  from  the  six months ending June 30, 2003 to 2004,
offset  by  slightly  higher  interest  rates.  The  interest  rate  paid on the
outstanding  term  loan  was  fixed  at  3.81%.  This  rate will be effective to
November 18, 2004 at which time the Company and the bank will reset the interest
rate.  Additional  reductions  in  interest  expense  may occur as debt balances
continue to be paid down, however, the Company may experience increased interest
expense  if  interest  rates  materially increase. At June 30, 2004, the line of
credit  had  a  zero  balance.

OTHER INCOME (LOSS)
-------------------

Other Income is composed of the following ($ in thousands):

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,      Six Months Ended June 30,
                                                        2004            2003             2004           2003
                                                    -------------  ---------------  --------------  -------------
<S>                                                 <C>            <C>              <C>             <C>

Data processing services                                       14                8              34              8
Cash receipts for sale or rent of property rights               6               80              22             80
Other miscellaneous income, net                                --                5               9              5
                                                    -------------  ---------------  --------------  -------------

Total other income (loss)                           $          20  $            93  $           65  $          93
                                                    =============  ===============  ==============  =============
</TABLE>

INCOME TAXES
------------

The components of the income tax provision (benefit) were as follows (in
thousands):

<TABLE>
<CAPTION>
                                                      Three Months Ended       Six Months Ended
                                                    -----------------------  ---------------------
                                                       2004         2003        2004       2003
                                                    -----------  ----------  ----------  ---------
<S>                                                 <C>          <C>         <C>         <C>
State income tax expense                            $       --   $       63  $      --   $      55
Federal income tax expense                               1,593           --      2,757          --
Reversal of deferred tax asset valuation allowance     (12,931)          --    (12,931)         --
                                                    -----------  ----------  ----------  ---------
Income tax (benefit) expense                        $  (11,338)  $       63  $ (10,174)  $      55
                                                    ===========  ==========  ==========  =========
</TABLE>

The  tax effects of temporary differences between income for financial reporting
and  income  taxes give rise to deferred tax assets and liabilities. The Company
has  historically recorded a valuation allowance for certain deferred tax assets
due  to  uncertainties  regarding  future  operating results, and limitations on
utilization  of acquired net operating loss carry forwards for tax purposes. The
potential  realization  of  a  significant portion of net deferred tax assets is
based  in  part on the Company's estimates of the timing of reversals of certain
temporary  differences  and  on  the  generation  of  taxable income before such
reversals.  In  2002,  the  Company  reevaluated  the  deferred  tax  asset


                                       24
<PAGE>
valuation  allowance,  determined  it  was  then  "more  likely than not" that a
portion of the deferred tax asset would be realizable, and decreased the portion
of  the  valuation  allowance  related  to  its  operating  facilities.

During 2003, the $20,951,000 write-off of Ward Valley facility development costs
resulted  in a book as well as tax loss for 2003. As a result, no portion of the
deferred  tax  asset  was utilized. Based on the Company's $7,237,000 first half
2004  pre-tax  income, $1,716,000 and $2,757,000 of gross income tax expense was
recognized during the three and six months ended June 30, 2004.  The sale of the
Company's  Oak  Ridge assets prompted a reassessment of the valuation allowance.
Based  on  disposition  of  the Oak Ridge assets and management's expectation of
continued  profitability,  the  Company  determined  that the deferred tax asset
would  be  utilized  in  its  entirety and no valuation allowance was warranted.
Accordingly  the  valuation allowance was reversed by a gross income tax benefit
of  $12,931,000.

The  net  operating  loss  carry  forward  at  June  30,  2004 was approximately
$36,000,000.  Of this net operating loss carry forward, approximately $2,115,000
is  limited  by the net operating loss limitation rules of Internal Revenue Code
Section  382  and  begins  to  expire  in  2006.  The remaining unrestricted net
operating loss carry forward expires at various dates between 2010 and 2020. Due
to  the  Company's  net  operating  loss  carry  forwards, income tax expense of
approximately  2%  of  pretax income tax expense is expected to be paid in cash.
Approximately  32% of remaining pretax income tax expense will be offset against
the  net  operating  loss  carry  forwards.

The  Company  will  continue  to  assess  the deferred tax asset as circumstance
dictate,  but  at  least  annually.

SEASONAL EFFECTS
----------------

Operating  revenues  are  generally lower in the winter months and higher in the
summer  and fall when more short duration, one-time remediation projects tend to
occur.  However, both treatment and disposal revenue are generally more affected
by  the national economy, government funding levels and base business production
levels  than  seasonality.

CAPITAL RESOURCES AND LIQUIDITY
-------------------------------

At  June  30,  2004, cash and cash equivalents totaled $3,201,000, a decrease of
$3,473,000  from  December 31, 2003. The decrease in cash reflects an investment
in slightly longer term quasi governmental obligations such as Federal Home Loan
Bank  instruments.  This  will  increase interest income yields by approximately
50%.  As  of  June  30, 2004, short term investments of $6,398,000 had been made
using  staggered  maturities  of  approximately  three  months.

During  the  first  six  months  of  2004,  the Company's days sales outstanding
("DSO") decreased to 62 days compared to 68 days at December 31, 2003. Continued
improvement  in  cash  and  receivable  balances  is  a  management  priority.

As  of  June 30, 2004 the Company's liquidity, as measured by the current ratio,
was  2.0 to 1.0. The debt to equity ratio decreased to 0.5:1.0 at June 30, 2004.
The primary changes to working capital and debt to equity ratio were caused by a
payment of $5,500,000 in cash to redeem a common stock warrant, partially offset
by  first  half  2004  earnings and reversal of the deferred tax asset valuation
allowance.  The  debt to equity ratio is defined as total liabilities divided by
stockholders  equity.

SOURCES OF CASH

On  March  30,  2004,  the Company had an $8,000,000 revolving line of credit in
place  with Wells Fargo Bank in Boise, Idaho maturing June 15, 2005. The line of
credit  is  secured  by the Company's accounts receivable. At June 30, 2004, the
outstanding  balance  on  the  revolving  line  of  credit was $-0-. The Company
borrows  and  repays  according to business demands and availability of cash and
currently  reserves  $3,258,000 for a letter of credit used as collateral for an
insurance  policy.

Company  operations  have  produced  a  three  year rolling quarterly average of
approximately  $2,500,000  a  quarter  in  cash  flow.  Management  expects 2004
quarterly  cash  flow from operations to be higher on average. The $3,201,000 in
cash  on  hand  at  June  30,  2004  was comprised of investments which were not
required  for  operations  of


                                       25
<PAGE>
$3,579,000  and  a  net  checks  outstanding  amount  of  ($378,000).

USES OF CASH

On February 17, 2004 the Company redeemed a warrant to purchase 1,349,843 shares
of common stock at $1.50 a share for $5,500,000. The closing market price of the
Company's  common  stock  of  February  17, 2004 was $6.99. The warrant had been
issued in 1998 to its former bank as part of a debt restructuring agreement. The
redeemed  warrant,  which  represented  approximately 8% of the Company's shares
outstanding,  has  been  surrendered  and  will  not  be  reissued.  The warrant
redemption  reduced  the  Company's  cash  on  hand  by  $5,500,000  and reduced
additional  paid-in-capital by a like amount, with no effect on the Statement of
Operations.

Management expects its known capital spending needs to be between $5,000,000 and
$6,500,000 in 2004. The Company is making capital improvements at its Grand
View, Idaho and Beatty, Nevada facilities to increase operational efficiency.
Substantial 2004 capital spending is also allocated to the Texas hazardous waste
facility for disposal cell construction, future disposal cell engineering,
equipment replacement, and restoration of treatment services following a July 1,
2004 fire incident in the Texas facility's permitted containment building.

Treatment performed in the Texas facility's containment building represents
approximately 50% of the Texas facility's year-to-date revenue. Direct disposal
operations continue without interruption and generate the balance of the
facility's revenue. The precise costs of the fire and a potential fine related
to the fire and an unrelated notice of enforcement cannot be estimated at this
time. While the Company carries property and business interruption insurance,
significant cash usage will likely be required to meet ongoing operational needs
and to contract for the capital improvements needed to restore treatment
services prior to the receipt of insurance proceeds. The Company is assessing
the costs and time required to bring treatment services back on line on a
priority basis.

The  Company's  Oak  Ridge  facility  required cash of $2,594,000 during the six
month  period  ending  on  the  June  30, 2004. Most of the cash was used to pay
Toxco,  Inc.  $1,650,000  for  assuming  the facility's environmental and future
closure  liabilities,  with the remainder being used to pay operational expenses
and  for  waste  disposal.  At  June  30,  2004  the  Company  expects to pay an
additional $398,000 during 2004, primarily for disposition of waste removed from
the  facility  following  discontinuation  of  commercial  operations.

The  Company  believes  that cash on hand, short term investments, and cash flow
from  operations,  augmented  as needed by periodic borrowings under the line of
credit,  will be sufficient to meet the Company's cash needs for the foreseeable
future.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The  Company  does not maintain equities, commodities, derivatives, or any other
instruments  for  trading  or  any  other  purposes,  and  does  not  enter into
transactions  denominated  in  currencies  other  than  the  U.S.  Dollar.

The  Company  has  minimal interest rate risk on investments or other assets, as
management  takes a preservation of capital approach to investments and does not
hold  long  term  or  speculative  investments.  At  June 30, 2004 approximately
$9,600,000  was held in investment accounts whose maturity ranged from overnight
to  three  months.  Together  these items earn interest at approximately 1%, and
comprise  13%  of  assets.

The  Company  does have interest rate risk on debt instruments. In October 2002,
the  Company substantially refinanced the 8.25% fixed rate $8,500,000 Industrial
Revenue  Bond  with a  $7,000,000 five year term loan from the Company's primary
lender.  The term loan provides for a variable interest rate of the bank's prime
rate  or  an  offshore  rate  plus  an  applicable margin based on the Company's
performance.  At  June  30, 2004 the interest rate incurred on the term loan had
increased  from  3.5% at December 31, 2003 to 3.81% on the outstanding term loan
balance  of  $4,783,000.  The  term  loan interest expense is currently fixed at
3.81% through November 18, 2004. A hypothetical increase of 1% in interest rates
would  increase  annual  interest  expense  paid by the Company by approximately
$41,000.


                                       26
<PAGE>
ITEM 4.  CONTROLS AND PROCEDURES.

(a)  As  of  the  end  of  the  period covered by this quarterly report, Company
management,  under  the  direction  of  the  Chief  Executive  Officer and Chief
Financial  Officer, carried out an evaluation of the effectiveness of the design
and  operation  of  the Company's disclosure controls and procedures pursuant to
Rule  13a-14  of  the Securities Exchange Act of 1934 (Exchange Act). Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer believe
that  the  Company's  disclosure controls and procedures are effective in timely
alerting  them to material information required to be disclosed in the Company's
Exchange  Act  filings.

(b)  The  Company  maintains  a system of internal controls that are designed to
provide reasonable assurance that its records and filings accurately reflect the
transactions  engaged  in.  For  the quarter ending June 30, 2004, there were no
significant  changes  to  internal  controls  or  in  other  factors  that could
significantly  affect  these  internal  controls.

PART II OTHER INFORMATION.
--------------------------
ITEM 1.   LEGAL PROCEEDINGS.

Significant  developments  have  occurred  on  the following legal matters since
December  31,  2003:

US ECOLOGY, INC. V. THE STATE OF CALIFORNIA, ET AL., CASE NO.GIC747562, SUPERIOR
---------------------------------------------------
COURT  OF  THE  STATE  OF  CALIFORNIA  FOR  THE  COUNTY  OF  SAN  DIEGO

In  May 2000, subsidiary US Ecology, Inc., sued the State of California, et. al.
("the  State")  for  monetary  damages  exceeding $162 million stemming from the
State's  alleged  abandonment  of  the  Ward  Valley low-level radioactive waste
("LLRW")  disposal  project.  On  March  26,  2003,  the Superior Court issued a
decision against the Company. Based on the uncertainty of recovery following the
Superior  Court's  adverse  decision,  the  Company  wrote  off  the $20,951,000
deferred  site  development  asset  on  March  31,  2003.

In  June  2003,  the Company filed a notice of appeal with the California Fourth
Appellate  District Court. The opening appellate brief was filed March 15, 2004.
The  State  was  granted  an extension to file its opposition brief. The Company
expects  this brief and its subsequent reply brief to be filed in 2004, and that
oral  arguments  will  be  held  in  early  to  mid  2005.

No  assurance  can  be  given that the Company will prevail on appeal or reach a
settlement  to  recover  any  portion  of  its  investment.

ENTERGY  ARKANSAS,  INC.  ET  AL, CENTRAL INTERSTATE LOW-LEVEL RADIOACTIVE WASTE
--------------------------------------------------------------------------------
COMMISSION  AND  US  ECOLOGY,  INC. ("PLAINTIFFS") V. STATE OF NEBRASKA, ET AL.,
------------------------------------------------------------------------------
CASE  NO.  4:98CV3411,  U.S.  DISTRICT  COURT,  DISTRICT  OF  NEBRASKA

This  action  was  brought  in  federal  court  in  December of 1999 by electric
utilities  that generate low-level radioactive waste ("LLRW") within the Central
Interstate  Low-Level  Radioactive  Waste  Compact ("CIC") and seeks declaratory
relief  and  damages.

In  September  2002,  the US District Court for the District of Nebraska entered
judgment  against  Nebraska  in  favor  of  the  CIC for $153 million, including
approximately $50 million for prejudgment interest. Of this amount, US Ecology's
share  was  $6.2 million plus $6.1 million for prejudgment interest. The Company
carries  $6.5  million on its balance sheet for capitalized facility development
costs.  The  State  of Nebraska subsequently appealed this judgment. On February
18,  2004,  the Eighth U.S. Circuit Court of Appeals affirmed the District Court
ruling  in its entirety.  On April 21, 2004, the Eighth Circuit Court of Appeals
denied Nebraska's petition for rehearing en banc. On July 16, 2004, the State of
Nebraska  petitioned  the  U.S.  Supreme  Court  to review the Court of Appeals'
judgment.

No assurance can be given that the U.S. Supreme Court will deny the petition for
review,  that if the case is heard by the U.S. Supreme Court the plaintiffs will
prevail,  or that US Ecology will recover its contributions or interest thereon.


                                       27
<PAGE>
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

On February 17, 2004 the Company redeemed a warrant to purchase 1,349,843 shares
of  common stock at $1.50 a share for $5,500,000. The warrant had been issued in
1998  to its former bank as part of a debt restructuring agreement. The redeemed
warrant, which represented approximately 8% of the Company's shares outstanding,
has  been  surrendered  and  will  not  be  reissued.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                              None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The  Company  held  its  Annual  Meeting of Stockholders on May 20, 2004. On the
record  date  of March 31, 2004 there were 17,175,150 shares of common stock. At
the  meeting  the Company's nominees for Director were all elected to the Board,
and  the  selection  of  Moss Adams LLP as the Company's independent auditor was
ratified.  The  voting  on  the  two  items  was  as  follows:

      Nominee for Director              For           Withheld
      ------------------------          ---           --------

David B. Anderson                    16,788,951         49,907
Rotchford L. Barker                  16,768,337         70,521
Roy C. Eliff                         16,789,983         48,875
Edward F. Heil                       16,789,983         48,875
Stephen A. Romano                    16,789,983         48,875
Jimmy D. Ross                        16,788,954         49,904
Stephen M. Schutt                    16,782,908         55,950

Ratification of Moss Adams LLP
------------------------------

For                                  16,768,504
Against                                  12,841
Abstain                                  57,513

ITEM 5.  OTHER INFORMATION.

On  June  30,  2004,  the  Company's  unaffiliated  market  capitalization  was
$134,000,000.  As  the  Company's unaffiliated market capitalization was greater
than  $75,000,000  at  the end of its second quarter, the Company will become an
accelerated  filer  with  the  SEC  effective  January  1,  2005.

Due  to  the  increase  in the Company's unaffiliated market capitalization, the
Company  will now be required to comply with Section 404 of the Corporate Reform
Act  of  2002  (a.k.a.  Sarbanes-Oxley).  Section  404 requires that the Company
design,  document,  implement  and  test  internal  controls  consistent  with
guidelines issued by the Public Company Accounting Oversight Board ("PCAOB") and
the  Committee  of Sponsoring Organizations of the Treadway Commission ("COSO").
The  Company  is  investing  a  significant  effort  into  complying  with  the
requirements  of  Section  404  and  has  retained  independent  consultants and
contractors  to assist in this effort. The Company currently expects to spend at
least  $100,000  and devote substantial resources to this effort in the 2nd half
of  2004,  however,  the cost and resources required may increase significantly.
Given  the  scope  and  requirements  of  Section 404 and the recent date of the
commencement  of  this compliance effort based on the Company's increased market
capitalization,  no assurance can be given that the Company will have all of its
internal  controls designed, documented, implemented, and tested in time for its
external  auditors to perform the independent tests required under current rules
and  regulations.


                                       28
<PAGE>
On July 30, 2004 the Company terminated Mellon Investor Services as its transfer
agent and, as of August 2, 2004, engaged American Stock Transfer & Trust Company
("AST")  as  the transfer agent for Company stock. The Company believes that AST
will  increase  the  level  of service for our shareholders while decreasing the
cost  of  transfer  agent  services  to  the  Company.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)     The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Exhibit No.                           Description
<S>          <C>
-----------  -----------------------------------------------------------------------------------------
   31.1      Certifications of June 30, 2004 Form 10-Q by Chief Executive Officer dated August 3, 2004
-----------  -----------------------------------------------------------------------------------------
   31.2      Certifications of June 30, 2004 Form 10-Q by Chief Financial Officer dated August 3, 2004
-----------  -----------------------------------------------------------------------------------------
   32.1      Certifications of June 30, 2004 Form 10-Q by Chief Executive Officer dated August 3, 2004
-----------  -----------------------------------------------------------------------------------------
   32.2      Certifications of June 30, 2004 Form 10-Q by Chief Financial Officer dated August 3, 2004
------------------------------------------------------------------------------------------------------
</TABLE>

     (b)     Reports on Form 8-K.

               Press Release, dated April 20, 2004, entitled "AMERICAN ECOLOGY
               POSTS $3.4 MILLION FIRST QUARTER OPERATING INCOME"
               Press Release, dated June 1, 2004, entitled "AMERICAN ECOLOGY
               ANNOUNCES 5 YEAR RENEWAL OF ARMY CORPS OF ENGINEERS DISPOSAL
               CONTRACT "
               Press Release, dated July 1, 2004, entitled "AMERICAN ECOLOGY
               ANNOUNCES SALE OF OAK RIDGE, TENNESSEE ASSEETS TO TOXCO, INC."
               Form 8-K dated July 2, 2004 disclosing partial disruption of
               service at American Ecology's Robstown, Texas facility due to a
               fire in the permitted containment building.
               Press Release, dated July 20, 2004, entitled "AMERICAN ECOLOGY
               SECOND QUARTER OPERATING INCOME UP 41% TO $3.8 MILLION"


SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 AMERICAN ECOLOGY CORPORATION
                                 (Registrant)


Date:  August 3, 2004            By:/s/ Stephen A. Romano
                                 ------------------------
                                 Stephen A. Romano
                                 President, Chief Executive Officer
                                 and Chief Operating Officer

Date:  August 3, 2004            By:/s/ James R. Baumgardner
                                 ---------------------------
                                 James R. Baumgardner
                                 Senior Vice President, Chief Financial Officer,
                                 Secretary and Treasurer


                                       29
<PAGE>


                                       30
<PAGE>
<TABLE>
<CAPTION>
                                           EXHIBIT INDEX

Exhibit                                     Description
-------                                     -----------
<S>      <C>

 31.1    Certifications of June 30, 2004 Form 10-Q by Chief Executive Officer dated August 3, 2004
 31.2    Certifications of June 30, 2004 Form 10-Q by Chief Financial Officer dated August 3, 2004
 32.1    Certifications of June 30, 2004 Form 10-Q by Chief Executive Officer dated August 3, 2004
 32.2    Certifications of June 30, 2004 Form 10-Q by Chief Financial Officer dated August 3, 2004
</TABLE>


                                       31
<PAGE>