##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended: March 31, 2008
 Commission File Number: 0-11688
 AMERICAN ECOLOGY CORPORATION
  Delaware
    
    95-3889638(State of Incorporation)
    
    (I.R.S. Employer Identification Number)Lakepointe Centre I, 
300 E. Mallard, Suite 300Boise, Idaho
    
    83706(Address of Principal Executive Offices)
    
    (Zip Code)
 (Registrants Telephone Number, Including Area Code)
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller Reporting Company o(Do not check if smaller reporting company)
  o þ




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##### 



AMERICAN ECOLOGY CORPORATION
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    1Consolidated Statements of Operations for the three months ended
March 31, 2008 and 2007
    
    
    2Consolidated Statements of Cash Flows for the three months ended March
31, 2008 and 2007
    
    
    3Notes to Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    15PART II. OTHER INFORMATIONCautionary Statement
    
    
    16Item 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 5. Other Information
    
    
    17Item 6. Exhibits
    
    
    17SIGNATURE
    
    
    18Exhibit 10.37Exhibit 31.1Exhibit 31.2Exhibit 32




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 AMERICAN ECOLOGY CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share data)
 March 31,2008
    
    
    December 31,(unaudited)
    
    
    2007AssetsCurrent Assets:Cash and cash equivalents
    
    $
    9,365
    
    
    $
    12,563Short-term investments
    
    
    999
    
    
    
    2,209Receivables, net
    
    
    37,998
    
    
    
    29,422Prepaid expenses and other current assets
    
    
    3,039
    
    
    
    3,034Income tax receivable
    
    
    
    
    
    
    994Deferred income taxes
    
    
    896
    
    
    
    667Total current assets
    
    
    52,297
    
    
    
    48,889Property and equipment, net
    
    
    64,303
    
    
    
    63,306Restricted cash
    
    
    4,818
    
    
    
    4,881Total assets
    
    $
    121,418
    
    
    $
    117,076Liabilities and Stockholders EquityCurrent Liabilities:Accounts payable
    
    $
    4,813
    
    
    $
    4,861Deferred revenue
    
    
    4,214
    
    
    
    4,491Accrued liabilities
    
    
    5,352
    
    
    
    6,267Accrued salaries and benefits
    
    
    1,699
    
    
    
    2,613Income tax payable
    
    
    2,874
    
    
    
    Current portion of closure and post-closure obligations
    
    
    1,314
    
    
    
    803Current portion of capital lease obligations
    
    
    10
    
    
    
    8Total current liabilities
    
    
    20,276
    
    
    
    19,043Long-term closure and post-closure obligations
    
    
    13,965
    
    
    
    14,331Long-term capital lease obligations
    
    
    28
    
    
    
    27Deferred income taxes
    
    
    716
    
    
    
    577Total liabilities
    
    
    34,985
    
    
    
    33,978Contingencies and commitmentsStockholders EquityCommon stock $0.01 par value, 50,000 authorized; 18,246 and
18,246 shares issued and outstanding, respectively
    
    
    182
    
    
    
    182Additional paid-in capital
    
    
    59,020
    
    
    
    58,816Retained earnings
    
    
    27,231
    
    
    
    24,100Total stockholders equity
    
    
    86,433
    
    
    
    83,098Total liabilities and stockholders equity
    
    $
    121,418
    
    
    $
    117,076
   1




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AMERICAN ECOLOGY CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
 (unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Revenue
    
    $
    46,219
    
    
    $
    38,964Transportation costs
    
    
    22,058
    
    
    
    17,171Other direct operating costs
    
    
    10,717
    
    
    
    10,279Gross profit
    
    
    13,444
    
    
    
    11,514Selling, general and administrative expenses
    
    
    3,919
    
    
    
    3,599Operating income
    
    
    9,525
    
    
    
    7,915Other income (expense):Interest income
    
    
    63
    
    
    
    211Interest expense
    
    
    (1
    )
    
    
    (1
    )Other
    
    
    65
    
    
    
    4Total other income
    
    
    127
    
    
    
    214Income before income taxes
    
    
    9,652
    
    
    
    8,129Income tax
    
    
    3,784
    
    
    
    3,194Net income
    
    $
    5,868
    
    
    $
    4,935Earnings per share:Basic
    
    $
    0.32
    
    
    $
    0.27Dilutive
    
    $
    0.32
    
    
    $
    0.27Shares used in earnings per share calculation:Basic
    
    
    18,229
    
    
    
    18,209Dilutive
    
    
    18,277
    
    
    
    18,253Dividends paid per share
    
    $
    0.15
    
    
    $
    0.15
   2




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AMERICAN ECOLOGY CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (unaudited)
 Three Months Ended March 31,2008
    
    
    2007Cash Flows From Operating Activities:Net income
    
    $
    5,868
    
    
    $
    4,935Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation, amortization and accretion
    
    
    2,838
    
    
    
    2,351Deferred income taxes
    
    
    (90
    )
    
    
    1,650Stock-based compensation expense
    
    
    201
    
    
    
    143Accretion of interest income
    
    
    (14
    )
    
    
    (60
    )Net gain on sale of property and equipment
    
    
    (2
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    (8,576
    )
    
    
    (1,432
    )Income tax receivable
    
    
    994
    
    
    
    650Other assets
    
    
    (5
    )
    
    
    (238
    )Accounts payable and accrued liabilities
    
    
    (1,026
    )
    
    
    (587
    )Deferred revenue
    
    
    (277
    )
    
    
    57Accrued salaries and benefits
    
    
    (914
    )
    
    
    (453
    )Income tax payable
    
    
    2,874
    
    
    
    673Closure and post-closure obligations
    
    
    (164
    )
    
    
    (119
    )Net cash provided by operating activities
    
    
    1,707
    
    
    
    7,570Cash Flows From Investing Activities:Purchases of property and equipment
    
    
    (3,464
    )
    
    
    (3,775
    )Purchases of short-term investments
    
    
    (992
    )
    
    
    (11,943
    )Maturities of short-term investments
    
    
    2,216
    
    
    
    10,364Restricted cash
    
    
    63
    
    
    
    (61
    )Proceeds from sale of property and equipment
    
    
    9
    
    
    
    Net cash used in investing activities
    
    
    (2,168
    )
    
    
    (5,415
    )Cash Flows From Financing Activities:Dividends paid
    
    
    (2,737
    )
    
    
    (2,734
    )Tax benefit of common stock options
    
    
    2
    
    
    
    216Proceeds from stock option exercises
    
    
    1
    
    
    
    326Other
    
    
    (3
    )
    
    
    (2
    )Net cash used in financing activities
    
    
    (2,737
    )
    
    
    (2,194
    )Decrease in cash and cash equivalents
    
    
    (3,198
    )
    
    
    (39
    )Cash and cash equivalents at beginning of period
    
    
    12,563
    
    
    
    3,775Cash and cash equivalents at end of period
    
    $
    9,365
    
    
    $
    3,736Supplemental DisclosuresIncome taxes paid
    
    $
    4
    
    
    $
    3Interest paid
    
    
    1
    
    
    
    1Non-cash investing and financing activities:Capital expenditures in accounts payable
    
    
    474
    
    
    
    953Acquisition of equipment with capital leases
    
    
    6
    
    
    $
    
   3




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AMERICAN ECOLOGY CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 NOTE 1  GENERAL
 Basis of Presentation
    Use of Estimates
  NOTE 2  EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 SFAS 157 Fair Value Measurements Effective Date of FASB
Statement No. 157
 SFAS 159 The Fair Value Option for Financial
Assets and Financial Liabilities
  4




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SFAS 141 R Business Combinations
 SFAS 160 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51
 SFAS 161 Disclosures About Derivative Instruments
and Hedging Activities  an amendment of FASB Statement No. 133
 NOTE 3 CONCENTRATION AND CREDIT RISK
 Major Customers
 Credit Risk Concentration
   5




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NOTE 4 SHORT-TERM INVESTMENTS
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Fixed maturity securitiesCommercial paper
    
    $
    999
    
    
    $
    2,209Total
    
    $
    999
    
    
    $
    2,209
 NOTE 5 RECEIVABLES
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Trade
    
    $
    36,928
    
    
    $
    28,821Unbilled revenue
    
    
    999
    
    
    
    613Other
    
    
    205
    
    
    
    12238,132
    
    
    
    29,556Allowance for doubtful accounts
    
    
    (134
    )
    
    
    (134
    )$
    37,998
    
    
    $
    29,422
 NOTE 6 PROPERTY AND EQUIPMENT
 March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Cell development costs
    
    $
    36,551
    
    
    $
    32,492Land and improvements
    
    
    8,910
    
    
    
    8,858Buildings and improvements
    
    
    27,204
    
    
    
    26,547Railcars
    
    
    17,375
    
    
    
    17,375Vehicles and other equipment
    
    
    19,938
    
    
    
    19,823Construction in progress
    
    
    5,310
    
    
    
    6,676115,288
    
    
    
    111,771Accumulated depreciation and amortization
    
    
    (50,985
    )
    
    
    (48,465
    )$
    64,303
    
    
    $
    63,306
  NOTE 7  RESTRICTED CASH
  NOTE 8 LINE OF CREDIT
   6




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NOTE 9  CLOSURE AND POST-CLOSURE OBLIGATIONS
 Accounting for Contingencies Accounting for Asset Retirement Obligations
  Three Months Ended(in thousands)
    
    March 31, 2008Beginning obligation
    
    $
    15,134Accretion expense
    
    
    309Payments
    
    
    (164
    )Ending obligation
    
    
    15,279Less current portion
    
    
    (1,314
    )Long-term portion
    
    $
    13,965
 NOTE 10 INCOME TAXES
 .
   NOTE 11 COMMITMENTS AND CONTINGENCIES
   7




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NOTE 12  COMPUTATION OF EARNINGS PER SHARE
 Three Months Ended March 31,2008
    
    
    2007(in thousands, except per share data)
    
    Basic
    
    
    Diluted
    
    
    Basic
    
    
    DilutedNet income
    
    $
    5,868
    
    
    $
    5,868
    
    
    $
    4,935
    
    
    $
    4,935Weighted average common
shares outstanding
    
    
    18,229
    
    
    
    18,229
    
    
    
    18,209
    
    
    
    18,209Dilutive effect of stock options and
restricted stock
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    44Weighted average
shares outstanding
    
    
    
    
    
    
    18,277
    
    
    
    
    
    
    
    18,253Earnings per share
    
    $
    0.32
    
    
    $
    0.32
    
    
    $
    0.27
    
    
    $
    0.27Anti-dilutive shares
excluded from calculation
    
    
    
    
    
    
    144
    
    
    
    
    
    
    
    158
 NOTE 13  OPERATING SEGMENTS
    Non-Operating
    
    
    OperatingDisposal
    
    
    Disposal(in thousands)
    
    Facilities
    
    
    Facilities
    
    
    Corporate
    
    
    TotalThree months ended March 31, 2008Revenue
    
    $
    46,215
    
    
    $
    4
    
    
    $
    
    
    
    $
    46,219Transportation costs
    
    
    22,058
    
    
    
    
    
    
    
    
    
    
    
    22,058Other direct operating costs
    
    
    10,645
    
    
    
    72
    
    
    
    
    
    
    
    10,717Gross profit
    
    
    13,512
    
    
    
    (68
    )
    
    
    
    
    
    
    13,444Selling, general
& administration
    
    
    1,322
    
    
    
    
    
    
    
    2,597
    
    
    
    3,919Operating income (loss)
    
    
    12,190
    
    
    
    (68
    )
    
    
    (2,597
    )
    
    
    9,525Interest income, net
    
    
    (1
    )
    
    
    
    
    
    
    63
    
    
    
    62Other income
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    65Income (loss) before tax
    
    
    12,254
    
    
    
    (68
    )
    
    
    (2,534
    )
    
    
    9,652Tax expense
    
    
    
    
    
    
    
    
    
    
    3,784
    
    
    
    3,784Net income (loss)
    
    $
    12,254
    
    
    $
    (68
    )
    
    $
    (6,318
    )
    
    $
    5,868Depreciation, amortization & accretion
    
    $
    2,755
    
    
    $
    72
    
    
    $
    11
    
    
    $
    2,838Capital expenditures
    
    $
    3,419
    
    
    $
    9
    
    
    $
    36
    
    
    $
    3,464Total assets
    
    $
    103,400
    
    
    $
    60
    
    
    $
    17,958
    
    
    $
    121,418
  8




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Non-Operating
    
    
    OperatingDisposal
    
    
    Disposal(in thousands)
    
    Facilities
    
    
    Facilities
    
    
    Corporate
    
    
    TotalThree months ended March 31, 2007Revenue
    
    $
    38,960
    
    
    $
    4
    
    
    $
    
    
    
    $
    38,964Transportation costs
    
    
    17,171
    
    
    
    
    
    
    
    
    
    
    
    17,171Other direct operating costs
    
    
    10,172
    
    
    
    107
    
    
    
    
    
    
    
    10,279Gross profit
    
    
    11,617
    
    
    
    (103
    )
    
    
    
    
    
    
    11,514Selling, general
& administration
    
    
    1,296
    
    
    
    
    
    
    
    2,303
    
    
    
    3,599Operating income (loss)
    
    
    10,321
    
    
    
    (103
    )
    
    
    (2,303
    )
    
    
    7,915Interest income, net
    
    
    4
    
    
    
    
    
    
    
    206
    
    
    
    210Other income
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Income (loss) before tax
    
    
    10,329
    
    
    
    (103
    )
    
    
    (2,097
    )
    
    
    8,129Tax expense
    
    
    
    
    
    
    
    
    
    
    3,194
    
    
    
    3,194Net income (loss)
    
    $
    10,329
    
    
    $
    (103
    )
    
    $
    (5,291
    )
    
    $
    4,935Depreciation, amortization & accretion
    
    $
    2,266
    
    
    $
    77
    
    
    $
    8
    
    
    $
    2,351Capital expenditures
    
    $
    3,772
    
    
    $
    3
    
    
    $
    
    
    
    $
    3,775Total assets
    
    $
    87,435
    
    
    $
    67
    
    
    $
    19,302
    
    
    $
    106,804
 NOTE 14 SUBSEQUENT EVENT
   9




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AMERICAN ECOLOGY CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
   % of Treatmentand DisposalRevenue(1)forthe threemonths endedCustomer Category
    
    Description
    
    March 31, 2008Broker
    
    Companies that collect and aggregate waste
from their direct customers comprising both
recurring base and event clean-up waste.
    
    
    29
    %Private cleanup
    
    Private sector event clean-up project waste.
    
    
    25
    %Other industry
    
    Category for electric utilities, chemical
manufacturers and other industries not
included in other categories. Comprised of
both recurring base business and event
clean-up business.
    
    
    18
    %Federal cleanup
    
    U.S. government event clean-up project waste.
    
    
    14
    %Rate regulated
    
    Northwest and Rocky Mountain Compact
customers paying rate-regulated disposal
fees set by the State of Washington,
typically recurring base business.
    
    
    7
    %Refinery
    
    Petroleum refinery customers comprising both
recurring base and event clean-up business.
    
    
    4
    %Steel
    
    Steel mill customers comprising both
recurring base and event clean-up business.
    
    
    3
    %
 (1)
    
    Excludes all transportation service revenue  10




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11




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Results of Operations
  Three Months Ended March 31,(in thousands, except per share amounts)
    
    2008
    
    
    %
    
    
    2007
    
    
    %Revenue
    
    $
    46,219
    
    
    
    100.0
    %
    
    $
    38,964
    
    
    
    100.0
    %Transportation costs
    
    
    22,058
    
    
    
    47.7
    %
    
    
    17,171
    
    
    
    44.1
    %Other direct operating costs
    
    
    10,717
    
    
    
    23.2
    %
    
    
    10,279
    
    
    
    26.3
    %Gross profit
    
    
    13,444
    
    
    
    29.1
    %
    
    
    11,514
    
    
    
    29.6
    %Selling, general and
administrative expenses
    
    
    3,919
    
    
    
    8.5
    %
    
    
    3,599
    
    
    
    9.3
    %Operating income
    
    
    9,525
    
    
    
    20.6
    %
    
    
    7,915
    
    
    
    20.3
    %Other income (expense):Interest income
    
    
    63
    
    
    
    0.1
    %
    
    
    211
    
    
    
    0.6
    %Interest expense
    
    
    (1
    )
    
    
    0.0
    %
    
    
    (1
    )
    
    
    0.0
    %Other
    
    
    65
    
    
    
    0.2
    %
    
    
    4
    
    
    
    0.0
    %Total other income
    
    
    127
    
    
    
    0.3
    %
    
    
    214
    
    
    
    0.6
    %Income before income taxes
    
    
    9,652
    
    
    
    20.9
    %
    
    
    8,129
    
    
    
    20.9
    %Income tax
    
    
    3,784
    
    
    
    8.2
    %
    
    
    3,194
    
    
    
    8.2
    %Net income
    
    $
    5,868
    
    
    
    12.7
    %
    
    $
    4,935
    
    
    
    12.7
    %Earnings per share:Basic
    
    $
    0.32
    
    
    
    
    
    
    $
    0.27Dilutive
    
    $
    0.32
    
    
    
    
    
    
    $
    0.27Shares used in earnings
per share calculation:Basic
    
    
    18,229
    
    
    
    
    
    
    
    18,209Dilutive
    
    
    18,277
    
    
    
    
    
    
    
    18,253Dividends paid per share
    
    $
    0.15
    
    
    
    
    
    
    $
    0.15
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Revenue
   12




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Treatment and Disposal Revenue GrowthThree months ended March 31, 2008 vs.Three months ended March 31, 2007Other industry
    
    
    129
    %Broker
    
    
    48
    %Rate regulated
    
    
    43
    %Refinery
    
    
    4
    %Private cleanup
    
    
    -5
    %Steel
    
    
    -16
    %Federal cleanup
    
    
    -38
    %
        Gross Profit .
  13




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Selling, General and Administrative (SG&A) .
 Interest income.
 Other expense/income.
 Income tax expense .
 .
 Critical Accounting Policies
  Liquidity and Capital Resources
    Operating Activities
  14




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Investing Activities -
  Financing Activities -
 Contractual Obligations and Guarantees
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
    15




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PART II. OTHER INFORMATION
 
 Cautionary Statement for Purposes of Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
 This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the
federal securities laws. Statements that are not historical facts, including statements about the
Companys beliefs and expectations, are forward-looking statements. Forward-looking statements
include statements preceded by, followed by or that include the words may, could, would,
should, believe, expect, anticipate, plan, estimate, target, project, intend and
similar expressions. These statements include, among others, statements regarding our financial and
operating results, strategic objectives and means to achieve those objectives, the amount and
timing of capital expenditures, the amount and timing of interest expense, the likelihood of our
success in expanding our business, financing plans, budgets, working capital needs and sources of
liquidity.
 Forward-looking statements are only predictions and are not guarantees of performance. These
statements are based on managements beliefs and assumptions, which in turn are based on currently
available information. Important assumptions include, among others, those regarding demand for
Company services, expansion of service offerings geographically or through new service lines, the
timing and cost of planned capital expenditures, competitive conditions and general economic
conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known
and unknown risks and uncertainties, which could cause actual results to differ materially from
those contained in any forward-looking statement. Many of these factors are beyond our ability to
control or predict. Such factors include, but are not limited to, a loss of a major customer,
compliance with and changes to applicable laws and regulations, access to cost effective
transportation services, access to insurance and other financial assurances, loss of key personnel,
lawsuits, adverse economic conditions, government funding or competitive pressures, incidents that
could limit or suspend specific operations, implementation of new technologies, our ability to
perform under required contracts, our willingness or ability to pay dividends and our ability to
integrate any potential acquisitions..
 Except as required by applicable law, including the securities laws of the United States and the
rules and regulations of the SEC, we are under no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. You
should not place undue reliance on our forward-looking statements. Although we believe that the
expectations reflected in forward-looking statements are reasonable, we cannot guarantee future
results or performance. Before you invest in our common stock, you should be aware that the
occurrence of the events described in the Risk Factors section in our 2007 Annual Report on Form
10-K filed with the SEC on February 27, 2008 could harm our business, prospects, operating results,
and financial condition.
 Investors should also be aware that while we do, from time to time, communicate with securities
analysts, it is against our policy to disclose to them any material non-public information or other
confidential commercial information. Accordingly, stockholders should not assume that we agree with
any statement or report issued by any analyst irrespective of the content of the statement or
report. Furthermore, we have a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that reports issued by securities analysts
contain any projections, forecasts or opinions, such reports are not the responsibility of American
Ecology Corporation.
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
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Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 10.37
    
    
    Second Amendment to Lease Agreement for Corporate Office Space between
American Ecology Corporation and M&S Prime Properties dated November 18, 200531.1
    
    
    Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
  17




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##### Table of Contents



SIGNATURE
  American Ecology Corporation
               (Registrant)Date:  April 30, 2008
    /s/ Jeffrey R. FeelerJeffrey R. FeelerVice President and
Chief Financial Officer  18




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EXHIBIT INDEX
 ExhibitNo.
    
    Description10.37
    
    
    Second Amendment to Lease Agreement for Corporate Office Space between
American Ecology Corporation and M&S Prime Properties dated November 18, 200531.1
    
    
    Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
  19