SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM 10-K


[X]  ANNUAL  REPORT  PURSUANT  TO SECTION  13  OR  15(D)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ending     December 31, 1999

                               OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR  15(D)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________ to ________

Commission file No.  0-19761

              OP-TECH Environmental Services, Inc.
     (Exact name of registrant as specified in its charter)

          Delaware                       91-1528142
(State or other jurisdiction of         (I.R.S. Employee
 incorporation or organization)          Identification No.)

    6392 Deere Road, Syracuse, NY              13206
    (Address of principal executive office)  (Zip Code)

                   (315) 463-1643
       Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class          Name or each exchange on which registered
        None

   Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, $.01 par value
                        (Title of Class)

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15 (d) of  the
Securities Exchange Act of  1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                     Yes   X   or No

      Indicate  by check mark if disclosure of delinquent  filers
pursuant to item 405 of regulation S-K (Section 229.405  of  this
chapter)  is not contained herein, and will not be contained,  to
the  best  of  registrant's knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part  III  of
this Form 10-K or any amendment to this Form 10-K [X].

      The aggregate market value of the voting stock held by non-
affiliates  of  the Company as of March 15, 2000  was  $3,626,238
based  upon the average bid and ask price of such stock  on  such
day.

             APPLICABLE ONLY TO CORPORATE ISSUERS:
      Indicate  the number of shares outstanding of each  of  the
Company's classes of common stock, as of March 15, 2000.   Common
stock, $.01 par value.  11,603,963



                             PART I

SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS

      The Company is including the following cautionary statement
in  this Form 10-K to make applicable and take advantage  of  the
"safe  harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995 for any forward-looking statement made by,  or
on  behalf of, the Company.  This 10-K, press releases issued  by
the  Company,  and certain information provided  periodically  in
writing  and  orally  by  the Company's designated  officers  and
agents   contain   statements  which  constitute  forward-looking
statements  within the meaning of Section 27A of  the  Securities
Act  of  1933 and Section 21E of the Securities Exchange  Act  of
1934.   The  words expect, believe, goal, plan, intend, estimate,
and  similar expressions and variations thereof used are intended
to  specifically identify forward-looking statements.  Where  any
such  forward-looking  statement  includes  a  statement  of  the
assumptions  or basis underlying such forward-looking  statement,
the Company cautions that, while it believes such assumptions  or
basis  to  be  reasonable and makes them in good  faith,  assumed
facts  or basis almost always vary from actual results,  and  the
differences between assumed facts or basis and actual results can
be  material,  depending  on the circumstances.   Where,  in  any
forward-looking  statement,  the  Company,  or  its   management,
expresses  an  expectation or belief as to future  results,  such
expectation or belief is expressed in good faith and believed  to
have  a reasonable basis, but there can be no assurance that  the
statement of expectation or belief will result or be achieved  or
accomplished.

ITEM 1. BUSINESS

General

      OP-TECH  Environmental Services, Inc. and  Subsidiary  (the
"Company"),   a   Delaware  corporation,  provides  comprehensive
environmental   services  predominately  in   Upstate,   Western,
Central,  and Eastern New York, Massachusetts, Pennsylvania,  and
New  Jersey.   The Company performs industrial cleaning  of  non-
hazardous  materials  and provides varying services  relating  to
plant   facility   closure,  including  interior   and   exterior
demolition  and  asbestos  removal.   In  addition,  the  Company
provides remediation services for sites contaminated by hazardous
materials and provides 24-hour emergency spill response services.
The   majority  of  the  Company's  revenues  are  derived   from
industrial   companies   and   municipalities   facing    complex
environmental clean-up problems associated with hazardous and non-
hazardous materials as required by various governmental agencies.
The   Company's   services  include  assessing  the   regulatory,
technical,  and construction aspects of the environmental  issue,
and performing the necessary remediation activities.  The Company
seeks  to  provide  its  clients with  remedial  solutions  which
integrate  the  various  aspects  of  a  project  and  are  well-
documented,   practical,  cost  effective,  and   acceptable   to
regulatory agencies and the public.

SERVICES

Asbestos Abatement

     The Company provides asbestos abatement contracting services
to  both  the  public  and  private  sectors.   The  Company  has
expertise  in all types of asbestos abatement including  removal,
disposal  and enclosure, and encapsulation.  Asbestos removal  is
performed  in  commercial buildings, industrial  facilities,  and
governmental buildings.

Interior Demolition/Structural Dismantling

      The  Company provides interior demolition services such  as
removing walls, ceilings, and flooring.  In addition, the Company
offers  structural  dismantling services and  has  experience  in
razing  concrete, wood and steel structures, concrete  and  brick
chimneys, and concrete piers and foundations.

On-Site Industrial and Waste Management Services

      The  Company provides on-site industrial cleaning and waste
management  services.   Specialized services  for  the  handling,
processing  and  disposal of hazardous wastes  are  performed  by
vacuuming, soda blasting, hydroblasting, dredging, dewatering and
sludge  processing, sludge pumping, chemical cleaning,  and  tank
cleaning.
Transportation and Disposal Services

      The  Company provides transportation of hazardous and  non-
hazardous  wastes  from  customer  sites  to  customer-designated
landfills,  disposal  facilities, and the Company's  own  aqueous
treatment facility.  The Company also provides liquid tank  truck
transports equipped with vacuum pumps.

Excavation and Site Remediation Services

      The  Company provides excavation and soil blending services
for treatment of contaminated soil using heavy equipment such  as
excavators  and loaders.  The Company primarily provides  on-site
soil blending to public utilities and municipal customers.

Hydrogeological/Drilling Services

      The  Company provides hydrogeological services to petroleum
companies, engineering firms and local and state public  entities
through  the use of qualified subcontractors.  Through performing
hydrogeological    assessments,   the   Company   evaluates   and
determines  the need for ground water remediation  systems,  pump
and treatment systems and sub-surface petroleum product recovery.
In addition, the Company provides air sparging systems, long-term
remediation  system  operations  and  maintenance  as   well   as
monitoring well and recovery well installations.

24-Hour Emergency Spill Response

     The Company undertakes environmental remediation projects on
both  a  planned and emergency basis.  Emergency response actions
may  develop  into  planned remedial action projects  when  soil,
groundwater,    buildings,   or   facilities   are    extensively
contaminated.   The  Company  has established  specially  trained
emergency  response teams.  Many of the Company's decontamination
and  mitigation activities result from a response to an emergency
situation  by  one  of its response teams.  These  incidents  can
result  from  transportation  accidents  involving  chemical   or
petroleum  substances, fires at chemical facilities or  hazardous
waste sites, transformer fires or explosions involving PCBs,  and
other unanticipated events.  The substances involved may pose  an
immediate  threat  to public health or the environment,  such  as
possible  groundwater contamination.  The  Company  also  has  an
agreement  with  the New York State Department  of  Environmental
Conservation (NYSDEC) to provide emergency response  services  in
Upstate,  Central,  and Western New York,  payment  of  which  is
guaranteed by the NYSDEC.

      Emergency  response projects require trained personnel  who
are  equipped with protective gear and specialized equipment  and
are prepared to respond promptly whenever these situations occur.
The  Company's  health and safety specialists and  other  skilled
personnel  closely supervise these projects during and subsequent
to  the  clean-up process.  The steps performed  by  the  Company
include  rapid  response,  containment  and  control  procedures,
sampling  for  analytical testing and assessment,  neutralization
and treatment, and collection and transportation of the substance
to an appropriate treatment or disposal facility.

Aqueous Treatment Facility

      The  Company operates an aqueous treatment facility at  the
Company's Massena, New York location.  The facility provides  for
the  clean-up  of  contaminated water and its eventual  discharge
into  the  St.  Lawrence River.  The facility services  both  the
Company, its clients, and outside vendors.

Overall   Site  Assessment  and  Implementation  of   Remediation
Services

      Hazardous  Waste:  The Company's hazardous  waste  projects
include  the  design  and construction of on-site  facilities  to
monitor, isolate, or contain hazardous wastes existing in surface
and  subsurface water,  the transport of contaminated soils,  the
decontamination  of  equipment  and  facilities  related  to  the
production  and use of hazardous materials, industrial  cleaning,
building demolition and asbestos removal.  Although the Company's
projects  vary  widely in objective, scope,  and  duration,  each
project  involves  the  Company providing  one  or  more  of  the
following  services through the use of its own resources  or  the
resources of selected subcontractors:  strategic planning,   site
reconnaissance  and  security,   remedial  evaluation,   clean-up
evaluation,  design, construction, and operation of facilities to
treat,  stabilize,  or  isolate  the  hazardous  materials,   and
closure planning and monitoring.

      Strategic  Planning:  On each of its projects, the  Company
attempts  as early as possible, to formulate a complete  strategy
for  directing  all  efforts toward solving the  hazardous  waste
problem.   The Company's strategic plans are designed to  satisfy
the  demands  of  regulatory agencies and the  public,  sometimes
under  emergency conditions.  Additionally, the Company  attempts
to  balance  the cost of the alternatives against  risks  to  the
client   associated  with  potential  litigation  or  unfavorable
publicity.   Through strategic planning, the Company attempts  to
minimize  expenditures that will not lead appropriate  solutions,
and  to enhance the client's credibility with regulatory agencies
and the public.

      Site  Reconnaissance and Security:  In  conducting  a  site
reconnaissance,  the  Company  makes  a  general  assessment   to
determine the basic characteristics of a site and the limitations
imposed  thereby, climatological considerations and the proximity
and   degree  of  residential  development.   In  providing  site
security,  the Company's services include assessing the hazardous
condition, restricting access to the affected area, assisting  in
the preparation of any necessary evacuation plans, eliminating or
reducing  potential  risks  of fire or explosion,  containing  or
removing  hazardous materials which might pose  additional  risk,
and  implementing  measures  to reduce  or  halt  the  spread  of
hazardous substances into adjacent areas.

      Remedial Evaluation:  A remedial investigation involves the
detailed  assessment of an affected area to determine the  nature
and extent of hazardous materials present.  This is often done at
the  request  of one or more regulatory agencies.  In  conducting
such  investigations, the Company often reviews the  construction
of  a  facility and past storage and handling practices regarding
hazardous materials.

     Clean-up Evaluation:  A feasibility study addresses measures
which  may be implemented to remove hazardous wastes from a site,
to  treat,  stabilize,  or  contain such  wastes  on-site  or  to
otherwise  mitigate  their  effects.   Such  studies  take   into
account,  among  other  things, available technology,  regulatory
considerations, and the cost-benefit relationship of  alternative
measures.   Additionally,  the Company reviews  the  project  and
alternative  remedial  measures in  light  of  legitimate  public
concerns.

     Construction and Operation of Remedial Facilities:  Based on
the  results of remedial investigations and feasibility  studies,
the   Company   uses   its   expertise   directly,   or   through
subcontractors, to design an appropriate structure or system  for
use  at a particular site, and performs the necessary remediation
activities.  These remediation activities might include such
diverse measures as construction of a slurry wall to contain  the
hazardous materials, construction and operation of a pumping  and
filtration  system to decontaminate surface or subsurface  waters
or construction and operation of an integrated system to excavate
contaminated soil and remove it to a licensed disposal facility.

       Closure   Planning  and  Site  Monitoring:   The  Resource
Conservation  and  Recovery  Act of 1976  ("RCRA")  requires  the
planning  of closure and postclosure monitoring for all  licensed
secure  hazardous  landfills, treatment facilities,  and  on-site
hazardous  waste storage areas.  The Company plans  and  performs
facility  closures  and postclosure monitoring  programs.   While
certain monitoring requirements are mandated by RCRA, many  sites
have,  at  some  time,  contained  hazardous  wastes  which  also
frequently  require monitoring.  The Company provides  monitoring
for sites and the corresponding data management services.

     The Company usually contracts for and manages all aspects of
the  work related to the completion of a particular project.   In
addition,  the  Company  performs all aspects  of  the  work  and
certain   other  specialized  operations,  some  of   which   are
subcontracted  to  other  parties.  The  Company  does,  however,
occasionally,  contract  to perform only  certain  aspects  of  a
particular project.

Technologies Employed

     The Company utilizes a wide variety of physical and chemical
treatment  technologies in performing its remediation activities.
Physical treatment technologies generally involve filtration  and
aeration  techniques and are used to separate  contaminants  from
soils,  slurries,  or  water.   Chemical  treatment  technologies
generally involve flocculation, clarification,
precipitation,  polymer  addition, chemical  oxidation,  chemical
absorption,  and  stabilization.  Depending on  the  contaminants
present  and  the  site characteristics, these  technologies  are
combined   into   integrated  treatment  systems   which   reduce
contaminant  concentrations to levels consistent with  prescribed
regulatory standards.

Regulation

      The  business of the Company and its clients is subject  to
extensive,  stringent, and evolving regulation  by  the  EPA  and
various   other   federal,   state,   and   local   environmental
authorities.   These regulations directly impact the  demand  for
the services offered by the Company.  In addition, the Company is
subject to the Federal Occupational Safety and Health Act,  which
imposes requirements for employee safety and health.  The Company
believes it is in substantial compliance with all federal, state,
and local regulations governing its business.

      RCRA.  The Resources Conservation and Recovery Act of  1976
is  the  principal  federal  statute  governing  hazardous  waste
generation,  treatment,  storage, and disposal.   RCRA,  or  EPA-
approved  state programs may govern any waste handling activities
of  substances classified as "hazardous."  The 1984 amendments to
RCRA  substantially  expanded its scope by, among  other  things,
providing for the listing of additional wastes as "hazardous" and
providing  of  the  regulation of hazardous wastes  generated  in
lower    quantities   than   previously   had   been   regulated.
Additionally, the amendments impose restrictions on land disposal
of  certain hazardous wastes, prescribe more stringent  standards
for  hazardous  waste  land  disposal sites,  set  standards  for
underground storage tanks and provide for "corrective" action  at
or  near  sites of waste management units.  Under RCRA, liability
and  stringent operating requirements may be imposed on a  person
who  is  either  a  "generator" or a "transporter"  of  hazardous
waste, or an "owner" or "operator" of a waste treatment, storage,
or disposal facility.  The Company does not believe its hazardous
waste  remediation services cause it to fall within any of  these
categories,  although it might be considered an "operator"  of  a
waste management facility or a "generator" of hazardous waste  if
it  were  to control the collection, source, separation, storage,
transportation, processing, treatment, recovery, or  disposal  of
hazardous  wastes,  including operation of a treatment  unit  for
remedial purposes.

      Regulation  of underground storage tanks (UST) legislation,
in  particular  Subtitle I of RCRA, focuses on the regulation  of
underground   tanks  in  which  liquid  petroleum  or   hazardous
substances are stored and provides for the regulatory setting for
the  principal portion of the Company's work.  Subtitle I of RCRA
requires  owners of all existing underground tanks  to  list  the
age, size, type, location, and use of each tank with a designated
state  agency.   The EPA has published performance standards  and
financial  responsibility requirements for storage tanks  over  a
five  year period.  These regulations also require all new  tanks
which are installed to have protection against spills, overflows,
and corrosion.  Subtitle I of RCRA provides civil penalties of up
to $15,000 per violation for each day of non-compliance with tank
requirements and $10,000 for each tank for which notification was
not  given  or  was  falsified.  RCRA  also  imposes  substantial
monitoring  obligations  on  parties which  generate,  transport,
treat, store, or dispose of hazardous waste.

      Superfund  Act.   The Comprehensive Environmental  Response
Compensation   and  Liability  Act  of  1980  ("Superfund   Act")
generally addresses clean-up of inactive sites at which hazardous
waste  treatment, storage, or disposal took place.  The Superfund
Act  assigns joint and several liability for cost of clean-up and
damages to natural resources to any person who, currently, or  at
the  time  of disposal of a hazardous substance who by  contract,
agreement,  or  otherwise arranged for disposal or treatment,  or
arranged with a transporter for transport of hazardous substances
owned or possessed by such person for disposal or treatment;  and
to  any person who accepts hazardous substances for transport  to
disposal or treatment facilities or sites from which there  is  a
release or threatened release.  Among other things, the Superfund
Act  authorized the federal government either to clean  up  these
sites itself or to order persons responsible for the situation to
do so.  The Superfund Act created a fund, financed primarily from
taxes  on  oil and certain chemicals, to be used by  the  federal
government  to pay for the clean-up efforts.  Where  the  federal
government  expends money for remedial activities,  it  may  seek
reimbursement from the Potentially Responsible Parties ("PRPs").

     In October 1986, the Superfund Amendment and Reauthorization
Act   ("SARA")   was  enacted  and  has  increased  environmental
remediation  activities significantly.  SARA  authorizes  federal
expenditures of $8.5 billion over five years, while imposing more
stringent  clean-up  standards and accelerated  timetables.   The
requirements of SARA are expected to add 1,600 to 2,000 sites  to
the national priority list.  Within 36 months of the enactment of
SARA,  remedial investigation and feasibility studies were to  be
conducted for at least 275 national priority list sites, and were
this  not  achieved  for at least 650 sites  within  five  years.
Physical  on-site remedial work was to be commenced for at  least
175  new  sites  in  the  36 months after enactment  and  for  an
additional  200  sites  in the following 24  months.   SARA  also
contains provisions which expand the EPA's enforcement powers and
which  are expected to encourage and facilitate settlements  with
PRPs.   The  Company  believes  that,  even  apart  from  funding
authorized  by  SARA,  industry and  governmental  entities  will
continue to try to resolve hazardous waste problems due to  their
need  to  comply with other statutory and regulatory requirements
and to avoid liabilities to private parties.

      The  liabilities provided by the Superfund Act could, under
certain factual circumstances, apply to a broad range of possible
activities by the Company, including generation of transportation
of   hazardous  substances,  releases  of  hazardous  substances,
failure  to properly design a clean-up, removal or remedial  plan
and  failure to achieve required clean-up standards,  leakage  of
removed  wastes  in  transit or at the final  storage  site,  and
remedial  operations on ground water.  Such  liabilities  can  be
joint and several where other parties are involved.

      Other.   The  Company's operations  are  subject  to  other
federal  laws  protecting the environment,  including  the  Clean
Water Act and the Toxic Substances Control Act.

      Many  states  have  also  enacted statutes  regulating  the
handling  of hazardous substances, some of which are broader  and
more stringent than the federal laws and regulations.

Competitive Conditions

      The  markets  for  environmental remediation,  as  well  as
demolition   and  asbestos  removal,  have  become   increasingly
competitive.   The  Company competes with  many  different  firms
ranging  from small local firms to large national firms, some  of
which  have  greater financial and marketing resources  than  the
Company.  Competition in environmental services is based  largely
on  competitive  pricing and quality of service provided.   Other
competitive  factors  include  geographic  location  as  well  as
reputation.  Management believes the Company is one  of  the  few
firms  based  in  its  market areas throughout  the  Northeastern
United   States  that  offers  a  high  quality  combination   of
environmental  services  at  the  most  competitive  prices.   In
addition, through its wide range of environmental services,  good
reputation,  and  competitive  pricing,  the  Company  hopes   to
maintain   a  competitive  edge  in  the  environmental  services
business.

      The  Company  operates field offices in Syracuse,  Massena,
Rochester, Albany, Plattsburgh, and Buffalo, New York, as well as
Braintree,   Massachusetts,  Edison,  New  Jersey,  and   Athens,
Pennsylvania.  While operations in the Syracuse, Massena, Albany,
Buffalo,  Braintree,  and  Athens offices  are  substantial,  the
Rochester and Plattsburgh operate on a smaller level.

Seasonality

      Typically  during the first quarter of each  calendar  year
there  is  less demand for environmental remediation due  to  the
cold  weather, particularly in the Northeast and Midwest regions.
In  addition,  factory closings for the year-end holidays  reduce
the  volume of industrial waste generated, which results in lower
volumes  of waste handled by the Company during the first quarter
of the following year.

Customers

      The  Company's  client base includes industrial  companies,
real   estate  developers,  auto  parts  manufacturers,  aluminum
producers,    utility    companies,   waste    disposal    firms,
municipalities, and engineering firms.  During 1999, the  Company
performed  services  for more than 300 clients.   These  projects
ranged  from short-term (three months or less) to projects  which
were  on-going  for  12  months or more.   The  majority  of  the
projects  were  short-term in nature and continue  to  provide  a
substantial amount of revenue for the Company.  During 1999,  the
Company had sales of approximately $1,026,000 to a public  entity
and  sales  of  approximately $583,000 to a state  agency,  which
together totaled approximately 13% of the Company's revenues.

Insurance

     The Company maintains commercial general liability insurance
which  provides  aggregate coverage limits of  $5  million.   The
Company   also  maintains  asbestos  liability  and   contractors
pollution legal liability which provide aggregate coverage limits
of  $5  million.  In addition, the Company also maintains workers
compensation,   comprehensive  automobile,  and   Directors   and
Officers  liability insurance.  The Company's insurance  coverage
is  consistent  with  the  insurance requirements  found  in  the
environmental remediation industry.

Backlog

     As of December 31, 1999, the Company had a backlog of orders
it believed to be firm of approximately $2,700,000.

Employees

      As  of March 15, 2000, the Company had a total of 85  full-
time  employees.  The Company's ability to retain and expand  its
staff  will  be an important factor in determining the  Company's
future success.  The Company maintains employment contracts  with
its  key  managers in its branch offices.  Manager contracts  are
negotiated on an annual basis and encompass items such as salary,
bonuses,  and non-compete clauses.  The Company does not maintain
key-person  insurance for such personnel.  The Company  considers
its  relations with its employees to be good, and the Company has
never had a work stoppage or threat of a work stoppage.

ITEM 2. PROPERTIES

Syracuse, New York Branch and Corporate Headquarters

      During 1999, the Company leased approximately 17,000 square
feet  leased  from  O'Brien  &  Gere  Property  Development   (an
affiliated  party)  at  a  monthly  rate  of  $6,840,   including
utilities.    Subsequent  to  1999,  O'Brien  &   Gere   Property
Development  sold  the building to a third  party;  however,  the
original  lease terms remain in effect.  The term  of  the  lease
extends through June 30, 2001, and the lease does not contain  an
escalation clause.

Massena, New York Branch

      The Company owns a 13.93 acre parcel of land located in the
Town  of  Massena, St. Lawrence County, New York.   This  parcel,
which  has  approximately  1,300 feet  of  frontage  on  the  St.
Lawrence River, is located in a protected area where the water is
forty-five feet deep.  This provides excellent dockage for  local
ships  and  also  ocean-going ships utilizing  the  St.  Lawrence
Seaway.

      The  land  is improved with a well-maintained concrete  and
creosote timbered dock that extends about 90 feet into the  river
and  about 260 feet along the river bed.  It is equipped with the
necessary  piping,  valves,  and fittings  to  serve  the  former
Metropolitan Oil Petroleum Tank Farm.  The land is improved  with
seven  petroleum  tanks that have a capacity of 472,000  barrels.
There  are four support buildings on the premises, consisting  of
an  office  building, a combination office, shop and boiler  room
building, and two storage sheds.

     The Company is currently pursuing the sale of all or part of
its  Massena property and is currently discussing its  sale  with
several  parties.  On November 5, 1997, the Company entered  into
an option with O'Brien & Gere Property Development (an affiliated
party)  for the sale of the eastern portion of the property,  the
tanks  and  the dock for $2 million.  (See additional  discussion
under ITEM 7 of this report).

      In March of 1997, the Company signed a consent order issued
by  the  New  York State Department of Environmental Conservation
which requires the Company to remediate its Massena, NY property.
As  a  result,  in the second quarter of 1997, the Company  began
digging  test  pits on the property to determine  the  extent  of
ground contamination.  A total of ten test pits were dug.   Eight
of  the pits were found to have no contamination and were closed-
out  by  New  York State.  The remaining two pits had  low  level
indications of contamination.  These areas were excavated late in
the third quarter of 1997.  The Company removed approximately  40
cubic  yards  of contaminated material from the two pits  and  is
currently  awaiting final closure of the site by New York  State.
The  Company  also tested its groundwater monitoring wells  which
were also found to be free of contamination, therefore, posing no
threat  to  the groundwater supply in the area.  The Company  has
spent  approximately  $60,000  to  clean  this  site,  which  was
expensed in 1997.  As of the date of this report, the Company  is
awaiting final closure of the consent order by the New York State
Department  of Environmental Conservation.  The Company  believes
the  extent  of the contamination is minimal and will not  impair
its ability to sell the property.

Braintree, Massachusetts Branch

      The  Company leases approximately 300 square feet of office
space  from O'Brien & Gere Engineers (an affiliated party)  at  a
current rate of $2,000 per month.  The term of the lease is on  a
month-to-month basis.

Buffalo, New York

     The Company leases approximately 2,500 square feet of office
and  garage  space  at a current rate of $2,100  per  month  plus
utilities.  The term of the lease extends through March 31, 2002.
The lease payment is scheduled to increase $100 in August of 2000
and an additional $100 in June of 2001.

Rochester, New York

     The  Company leases approximately 300 square feet of  office
space  from  O'Brien & Gere Property Development  (an  affiliated
party)  at  a  current rate of $800 per month.  The term  of  the
lease is on a month-to-month basis.

Athens, Pennsylvania Branch

     The Company leases approximately 4,000 square feet of office
and  garage  space  at a current rate of $1,100  per  month  plus
utilities.  The term of the lease extends through March 1,  2001,
and does not contain an escalation clause.

Albany, New York Branch

      During  1999, the Company leased approximately  300  square
feet of office space from O'Brien & Gere Engineers (an affiliated
party) at a rate of $1,278 per month.  The term of the lease  was
on  a  month-to-month  basis.  Subsequent to  1999,  the  Company
relocated  its  Albany  branch to a space that  is  approximately
5,000  square feet, which includes office and garage space.   The
current  lease rate is $2,292 per month plus utilities,  and  the
new  lease  term,  which does not contain an  escalation  clause,
extends through January 31, 2003.

Edison, New York Branch

      The  Company leases approximately 300 square feet of office
space  from O'Brien & Gere Engineers (an affiliated party)  at  a
current  rate of $406 per month.  The term of the lease is  on  a
month-to-month basis.

Plattsburgh, New York Branch

      The  Company leases approximately 400 square feet of office
and  garage  space at a current rate of $280 per month  including
utilities.   The  term of the lease extends through  January  31,
2001, and the lease does not contain an escalation clause.

Equipment

       The  Company's  owned  equipment  consists  primarily   of
construction equipment such as vacuum trucks, tankers, excavation
equipment, pumps, generators, and compressors, some of which have
been specially modified for the Company's use.  Chemical trailers
and  other  specialized  equipment for  short-term  projects  are
typically leased from local equipment contractors.

ITEM 3. LEGAL PROCEEDINGS

      With  the  exception  of the New York State  Department  of
Environmental  Conservation consent order  discussed  in  ITEM  2
above,  the  Company  is  not  a  party  to  any  litigation   or
governmental proceedings that management believes could result in
any  judgements or fines against it or that would have a material
adverse   effect  on  the  Company's  cash  flows,   results   of
operations, or its financial condition.

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

     The Company held its annual shareholders meeting on November
17,  1999.   The  shareholders  voted  on  the  ratification   of
PricewaterhouseCoopers  LLP  as the Company's  auditors  and  the
election  of five directors.  The following votes were  cast  for
each:

                                                   For         Against
Ratification of PricewaterhouseCoopers LLP as
the Company's auditors                          9,284,427       -0-

Election of Directors:
Robert J. Berger         Director               9,284,427       -0-
Richard L. Elander       Director               9,284,427       -0-
John R. Loveland         Director               9,284,427       -0-
Cornelius B. Murphy, Jr. Director               9,284,427       -0-
Steven A. Sanders        Director               9,284,427       -0-

There  were no other matters submitted to a vote of the Company's
shareholders.
                             PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

     (a)  The shares of the Company's common stock are listed in the
          "Pink Sheets" and on the NASDAQ Bulletin Board under the symbol
          OTES.

     The  high and low bid prices for the shares of the Company's
common stock were as follows:

     Quarter Ended       High Bid       Low Bid

     March 15, 1998        5/8            1/4
     June 30, 1998         3/4            7/16
     September 30, 1998    3/4            1/4
     December 31, 1998     1/4            1/4
     March 15, 1999        3/4            1/4
     June 30, 1999         3/4            1/4
     September 30, 1999    5/8            3/8
     December 31, 1999     7/16           5/16
     March 15, 2000       13/32           5/16

      The  aforementioned  prices  reflect  inter-dealer  prices,
without  retail  mark-up, mark-down, or commission  and  may  not
necessarily represent actual transactions.

     (b)  At March 15, 2000, there were approximately 170 holders of
          record of the Company's common stock.

     (c)  The  Company has never paid any dividends and does  not
          anticipate paying dividends in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

Statement of Operations Data

                              Year Ended December 31

                     1999         1998        1997        1996       1995

Project Billings $12,517,772  $10,917,903  $6,993,221  $5,792,548 $7,145,587
Net (Loss)
 Income from
 Continuing
 Operations     ($2,613,883)  $   812,753 ($1,747,543)($1,553,320) ($847,037)
Extraordinary
 Gain                0              0      $1,000,000       0          0
Net (Loss)
 Income Per
 Share from
 Continuing
 Operations
 (Basic &
 Dilutive)         ($.23)          $.07        ($.32)     ($.32)      ($.17)


Balance Sheet Data

                              As of December 31

                   1999        1998        1997       1996         1995
                                           (2)                     (1)
Total Assets    $5,942,940  $6,632,753  $4,776,471 $5,155,409   $5,527,547
Long-Term
Obligations       $865,364  $1,526,560    $228,855   $875,000   $2,326,459


(1)  On November 1, 1995, the Company converted a $500,000 short-
     term note to a long-term obligation.

(2)  On  October 14, 1997, the Company entered into an  agreement
     with its two largest creditors to convert all or part of its
     indebtedness into common stock of the Company.  The agreement
     included forgiveness of $1,000,000 of debt by O'Brien & Gere
     Limited  (a  shareholder) and the conversion of $540,000  of
     convertible debentures, plus accrued interest, into 1,080,000
     shares of the Company's common stock.  In addition, the Company's
     then financial institution converted $2,811,070 of principal and
     interest into 5,622,140 shares of the Company's common stock.


ITEM   7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

      At  December  31,  1999,  the Company  had  cash  and  cash
equivalents  of $15,034 as compared to $122,106 at  December  31,
1998.

      At  December  31, 1999, the Company had a  working  capital
deficit  of  $1,313,585 compared to a working capital surplus  of
$1,019,312 at December 31, 1998.  The Company had a current ratio
of  approximately .76 to 1 at the end of 1999 compared to 1.38 to
1  at  the  end  of  1998.  The decrease in working  capital  was
primarily  attributable  to  the  fact  that  the  terms  of  the
Company's  revolving loan required the outstanding borrowings  of
$1,778,989  to be classified as a current liability  at  December
31,  1999,  but  as a long-term liability at December  31,  1998.
Several other factors also contributed to the decrease in working
capital  and  in the current ratio at December 31, 1999.   First,
trade  accounts  payable  and billings in  excess  of  costs  and
estimated  profit  on  uncompleted  projects  increased  due   to
additional costs incurred on several poorly managed asbestos  and
tank installation projects.  Second, the current portion of long-
term debt at year-end increased due to the Company financing  the
purchase   of  several  utility  vehicles  and  other  equipment.
Finally,  accrued  payroll  at the end  of  1999  increased  when
compared to 1998 due to the Company's growth during the year.

      Cash provided by financing activities was $882,260 in 1999,
compared  to  cash used in financing activities  of  $126,787  in
1998.   This  change  was  due to an increase  in  the  Company's
available  line  of credit from $1,500,000 to $2,000,000  and  an
increase in the Company's average outstanding balance on the line
of credit during the year.  The change was also due to the timing
of paydowns and advances on the Company's line of credit.

      Cash  used in operating activities during 1999 was $905,886
compared  to  cash provided by operating activities  of  $374,993
during  1998.  The increase in cash used in operating  activities
in  1999 was attributable to several factors.  First, the Company
was  completing  the implementation of its expansion  and  growth
plan  during  the  first quarter of 1999, and  outlayed  cash  of
approximately $95,000 related to the opening of its new office in
Buffalo,   NY.    Second,  the  Company  had  cash   outlays   of
approximately  $80,000 preparing for an emergency spill  contract
which  covers  75%  of  the land area in  New  York  State.   The
contract, which the Company had anticipated would begin  in  July
of  1999,  did not begin until October 17, 1999 as  a  result  of
delays in the approval of the New York State budget.  Third,  the
Company incurred losses of approximately $330,000 on several tank
installation projects.  As a result of these losses, the  Company
is  no  longer  pursuing tank installation  work.   Finally,  the
Company  had approximately $400,000 in losses on several asbestos
projects and an industrial cleaning project during the third  and
fourth  quarters  of  1999.   These losses  were  the  result  of
incomplete  bidding practices and poor project  management.   The
Company  has since refined its approach to asbestos projects,  is
revising  its estimating practices, and has started an  education
program  for  branch managers in better project  execution.   The
Company  has  also  replaced several project managers  with  more
experienced personnel from other firms.

      Cash  used in investing activities of $83,446 during  1999,
was  primarily  attributable  to  capital  expenditures  for  the
purchase  of  a wet/dry vacuum, six gas meters, several  negative
air  machines,  a  pressure washer, various equipment  needed  to
service the Company's contract with the NYSDEC, and computer  and
office equipment.

      On  October 14, 1997, the Company entered into a  borrowing
agreement  with  a  new bank that provided for  borrowings  on  a
revolving  basis.  On July 1, 1999, the agreement was amended  to
provide  borrowings  up  to $2,000,000.  The  revolving  loan  is
subject  to renewal at the Bank's option and is payable on  April
30,  2000. The Company is in current ongoing discussions with the
Bank,  and based on these discussions, the Company believes  that
the line of credit will be renewed until April of 2001;  however,
there  can  be no assurances that this will occur.  The revolving
loan  is guaranteed by a shareholder for an amount not to  exceed
$500,000.  Under the terms of the guarantee, should the  Bank  be
unable  to  recover the full amount of outstanding balances  from
the  Company's collateralized assets, the shareholder  agrees  to
purchase the Massena Port Facility for the unrecovered balance up
to  a maximum of $500,000.  Borrowings against the revolving loan
aggregated $1,778,989 at December 31, 1999.

     Effective January 1, 1999, the Company sold its wholly-owned
subsidiary, St. Lawrence Industrial Services, Inc.  The sale  did
not   have  a  significant  impact  on  the  Company's  financial
statements.

YEAR 2000

      During  1998  and 1999, the Company upgraded its  financial
systems  and decision support systems in anticipation of possible
hardware  and  software failures related to the year  2000.   The
Company did not experience any problems from the date change from
1999  to  2000,  and  all  aspects of  the  Company's  operations
continued without interruption.

THE MASSENA PORT FACILITY

     The Massena Port Facility is a former oil tank farm which is
located  on the St. Lawrence River in Massena, NY.  The  property
is  improved  with  several buildings and a  deep  water  docking
facility  for large ocean going ships.  The property is  still  a
viable  location for a petroleum distribution facility and  could
still  function  as  one pending upgrades  of  tanks  and  diking
systems   to   current   state  and  federal   guidelines.    Any
improvements such as these would be treated as a capital  expense
in  the year they were incurred.  Currently, the Company uses the
property  for  its Massena branch office headquarters,  equipment
storage and its Aqueous Treatment/360 Facility.  O'Brien  &  Gere
Property  Development,  a  subsidiary of  a  shareholder  of  the
Company,  currently has an option to purchase  the  Massena  Port
Facility for $2,000,000.

      In  1996, the Company reclassified the Massena Property  to
Assets  Held for Sale, at which time the property had a  carrying
value  of  approximately $1.9 million.  Due to the uniqueness  of
the  Facility,  it has been difficult to find an alternative  use
for  it or to sell the property.  Due to the significance of  the
carrying  value  of  the property, in March of  1997,  management
obtained  an  independent third party appraisal  to  support  its
carrying value.  Such appraisal included an evaluation of similar
sales plus a pending transaction at the time.  The appraisal also
included  an  evaluation of the time frame during  which  a  sale
would  be  expected.   Based upon the  appraisal  report  and  an
estimate   of  the  costs  to  sell,  management  recognized   an
impairment of $308,377 on the property during 1997.  The  Company
obtained  a  current  independent real estate  appraisal  of  the
property  in  January of 2000.  Based upon  the  results  of  the
appraisal,  the  Company  recognized an  impairment  of  $825,427
during the fourth quarter of 1999.  As of December 31, 1999,  the
carrying  value, which management believes is properly stated  at
the lower of cost or market, of the property is $780,000.

CAPITAL RESTRUCTURING & BUSINESS OPERATIONS

     The  Company entered into letters of agreement with its then
two  largest creditors, its then financial institution, OnBank  &
Trust Co. ("OnBank"), and O'Brien & Gere Limited ("OBG Limited"),
a  shareholder,  on October 14, 1997, which were executed  as  of
December  31,  1997,  whereas OnBank and OBG  Limited  agreed  to
convert  all  or  part of their indebtedness,  including  accrued
interest,  into Common Stock of the Company, and to  forgive  the
remaining  balance.   OBG  Limited,  to  which  the  Company  was
indebted  for $1,540,000, including accrued interest of $140,000,
forgave  $1,000,000 of the debt and converted the  balances  into
1,080,000 shares of the Company's Common Stock.  OnBank, to which
the  Company  was  indebted  for  $2,811,070,  including  accrued
interest  of  $75,332, converted their debt and accrued  interest
for  5,622,000 shares of the Company's Common Stock.   The  price
per  share of $.50 was negotiated with the two creditors and  the
Company based on the price of recent sales and their estimates of
future risk.

RESULTS OF OPERATIONS

     This financial review should be read in conjunction with the
accompanying  Consolidated Financial Statements and  accompanying
notes.

FACTORS THAT MAY AFFECT FUTURE RESULTS

      The Company's future operating results may be affected by a
number   of   factors,   including  the  Company's   ability   to
successfully  increase  market  share  in  its  existing  service
territory  while  expanding  its  services  into  other  markets,
realize  benefits from cost reduction programs, sell all or  part
of  the  Massena  Property, and utilize its facilities  and  work
force profitably in the face of intense price competition.

1999 COMPARED TO 1998

Revenues

      During  the  year  ended December 31, 1999,  the  Company's
revenues  increased 15% to $12,517,772 as compared to $10,917,903
reported  for the previous year ended December 31, 1998. Revenues
from   underground   storage  tank  removals  and   installations
increased    approximately   $360,000,   which   was    primarily
attributable  to the Federal Government deadline  to  remove  all
underground  storage tanks ("USTs") that are  not  in  compliance
with  the  EPA  guidelines for USTs.  Due to losses  incurred  on
several  tank  installation projects in 1999, the Company  is  no
longer  pursuing tank installation work.  Billings from  asbestos
projects increased approximately $1,000,000, while billings  from
remediation projects increased approximately $900,000.   Revenues
from    spill   response   increased   approximately    $530,000.
Approximately $200,000 of the increase in spill response work was
due to the emergency spill response contract the Company has with
the  NYSDEC, which went into effect during October of 1999.   The
increase  in  these service lines was offset  by  a  decrease  of
approximately $2,400,000 in the transportation and  disposal  and
industrial  cleaning service lines combined.  This  decrease  was
due  to  a  major emergency spill contract and a large industrial
cleaning contract the Company had during 1998.

     In  addition, during 1999, the Company's branches that  were
opened  during  the  last  half  of  1998  generated  revenue  of
approximately  $2,800,000, all of which was core service  revenue
resulting from competitive bidding in both the public and private
markets.   The Company's Braintree, MA, and Albany, NY,  branches
also  showed an increase of approximately $1,900,000  in  revenue
when compared to 1998.

Project Costs and Gross Margin

     Project costs for the year ended December 31, 1999 increased
36%  to  $10,355,805 from $7,596,788 for the year ended  December
31,  1998.  The increase in project costs is attributable to  the
significant increase in revenues.  Project costs as a  percentage
of revenues increased to 83% for the year ended December 31, 1999
compared to 70% for the same period in 1998.
 The gross profit margin for the year ended December 31, 1999 was
17% versus 30% for the year ended December 31, 1998.

      As  a  result  of  increased billings, project  costs  also
increased.   The  decrease  in  gross  margin  was  due  to   the
significant  losses  taken on several tank installation,  several
asbestos  projects,  and  an industrial cleaning  project  during
1999.    As   a  result  of  these  projects,  the  Company   had
approximately  $640,000 in cash outlays  and  lost  gross  margin
dollars.   Most  of this loss was absorbed by the Company  during
the  third  and  fourth quarters of 1999.   Also,  in  1998,  the
Company  had  a  major  emergency cleanup contract  and  a  large
industrial  cleaning project that were performed on  a  time  and
materials  basis, which produced a higher gross margin  than  bid
work.

Selling, General, and Administrative Expenses

     During  the year ended December 31, 1999, selling,  general,
and  administrative ("SG&A") expenses increased 43% to $3,439,654
compared  to  $2,399,988 reported for the  previous  year.   SG&A
expenses  were  approximately 27% of sales  for  the  year  ended
December  31, 1999 compared to approximately 22% for the previous
year.   The  increase  in SG&A was due to  the  Company's  branch
expansion.   During the last half of 1998 and  during  1999,  the
Company   opened  branches  in  Edison,  NJ,  Buffalo,  NY,   and
Rochester, NY, and significantly increased the operations of  the
Athens, PA branch.  The following items increased during 1999 due
to   this  expansion:  Payroll  expense  increased  approximately
$475,000   from   1998  to  1999  because   of   the   additional
administrative  personnel required in order  to  accommodate  the
higher  volume  of  billing, payroll,  and  other  administrative
functions created by the Company's growth. The Company also hired
several  sales  people in early 1999, and added  several  project
managers.   Workers' compensation expense increased approximately
$180,000  due to the overall increase in payroll and due  to  the
higher  number  of asbestos projects performed during  the  year.
Asbestos projects have the highest workers' compensation rate  of
all  of  the  workers' compensation classifications used  by  the
Company.   Office  rent expense, telephone  expense,  and  rental
expense for copiers and other office equipment increased a  total
of  approximately  $166,000 during 1999 due  to  the  opening  of
branch offices and the growth within the existing branches.   The
Company's   operating  lease  expense  showed  an   increase   of
approximately $165,000 due to the addition of four vacuum trucks,
two  tractors, and three box vans during the year.  In  addition,
depreciation  expense in 1999 was approximately  $148,000  higher
than in 1998.  Approximately $40,000 of this increase was related
to  the purchase of eight utility vehicles, seven spill trailers,
and other equipment, valued at approximately $300,000, in 1999.

Provision for Impairment of Long-Lived and Other Assets

      During the fourth quarter of 1999, the Company recognized a
provision  for  impairment  of long-lived  and  other  assets  of
$1,109,877.   Included in this provision was a loss  of  $825,427
recognized in order to reflect the carrying value of the  Massena
Port  Facility at the lower of cost or market.  The remainder  of
the  impairment  was due to a loss recognized  on  equipment  and
other assets the Company was no longer utilizing.

Operating Loss

      For  the year ended December 31, 1999, the Company reported
an  operating loss of $2,387,564 compared to operating income  of
$921,127  for  the previous year.  This change  was  due  to  the
nonrecurring  impairment charges discussed above,  a  significant
increase in selling, general and administrative expenses, and due
to  the losses incurred on several tank installation and asbestos
projects.   The Company has made several changes in  response  to
the  problems encountered during 1999.  Several managers who were
responsible  for  losses on certain projects have  been  replaced
with  more  experienced  personnel,  the  Company  is  no  longer
pursuing   tank  installation  projects,  and  the  Company   has
refocused  its  efforts in the asbestos service  line  to  obtain
projects of a size that the Company has completed successfully in
the past.

Interest Expense

      Interest expense increased 72% to $191,180 in 1999 compared
to  $111,099  in  1998.   The increase in  interest  expense  was
primarily   due   to  the  increase  in  the  Company's   average
outstanding  balance  on  its  revolving  line  of  credit.   The
increase was also attributable to the financing of new equipment.

Net Loss

      The  net  loss  for the year ended December  31,  1999  was
($2,613,883) (($.23) per share basic & dilutive) compared to  net
income of $812,753 ($.07 per share basic and dilutive).


1998 COMPARED TO 1997

Revenues

      During  the  year  ended December 31, 1998,  the  Company's
revenues  increased 56% to $10,917,903 as compared to  $6,993,221
reported  for  the  previous year ended December  31,  1997.  The
increase  in  revenue  was due to several  factors,  including  a
$2,500,000  emergency spill contract for a utility  customer  and
several  large industrial cleaning contracts, which  resulted  in
approximately  $1,500,000.  The Company also saw an  increase  in
revenues  of  approximately $735,000 in underground storage  tank
removal revenues, which is attributable to the Federal Government
deadline  to remove all underground storage tanks ("USTs")  which
are  not  in  compliance with the EPA guidelines for  USTs.   The
deadline to remove out of compliance USTs was December 22,  1998.
The  Company expects to see a continued rise in this service line
during 1999, due to the number of organizations that are not  yet
in  compliance with the Federal Government deadline.  The Company
saw  a  significant increase in the transportation  and  disposal
business as a result of the increased volume of UST jobs.  During
1998,  the  Company's newly expanded geographic  areas  generated
revenue  of  approximately $2,500,000,  all  of  which  was  core
service  revenue resulting from competitive bidding in  both  the
public and private markets.

Project Costs and Gross Margin

     Project costs for the year ended December 31, 1998 increased
53% to $7,596,788 from $4,959,449 for the year ended December 31,
1997.   The  increase  in project costs is  attributable  to  the
significant increase in revenues.  Project costs as a  percentage
of  revenues  remained  consistent at  70%  for  the  year  ended
December 31, 1998 and 71% for the same period in 1997.
       The  gross  profit margin for the year ended December  31,
1998  was  30% versus 29% for the year ended December  31,  1997.
Management  was  able to control the mix of work pursued  by  the
Company,  which  enabled  the Company to  focus  its  efforts  in
service areas that produced a higher gross margin percentage.

Selling, General, and Administrative Expenses

      During  the year ended December 31, 1998, selling, general,
and administrative ("SG&A") expenses decreased 6.6% to $2,399,988
compared  to  $2,569,486 reported for the  previous  year.   SG&A
expenses  were  approximately 22% of sales  for  the  year  ended
December  31, 1998 compared to approximately 37% for the previous
year.   The  decrease in SG&A is due to the Company's ability  to
increase   the   utilization   of  its   existing   staff   while
simultaneously  increasing revenues.  The Company  added  several
project  managers and supervisors during the year and  kept  them
focused  on  bidding  and managing projects.  Additionally,  SG&A
decreased  due to the corporate restructuring of the  Company  in
1997,  which  significantly reduced depreciation and amortization
expenses.   The  Company was also able to  secure  lower  general
business  insurance  rates  as well as  cut  various  other  SG&A
expenses during 1998.

Operating Income

      For  the year ended December 31, 1998, the Company reported
operating income of $921,127 compared to a loss of $1,333,400 for
the  previous year.  The change is primarily attributable to  the
Company's  mix of work during 1998, which produced  a  30%  gross
margin and the overall reduction of SG&A expenses compared to the
prior  year.   In  1997, the Company incurred a  non-cash  charge
$797,686  related to the write down of its Massena  property  and
certain equipment held for use.

Interest Expense

      Interest expense decreased 72% to $111,099 in 1998 compared
to  $402,144  in  1997.   The decrease  in  interest  expense  is
primarily  attributable to the Company's financial  restructuring
in 1997, which significantly reduced the Company's debt.

Net Income

      The  net  income for the year ended December 31,  1998  was
$812,753 ($.07 per share basic & dilutive) compared to a net loss
of  $747,543  ($.14  per  share  basic  and  dilutive)  after  an
extraordinary gain of $1,000,000  in 1997.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Due to the fact that the interest rate associated with  the
Company's revolving line of credit is based on the prime interest
rate, the Company is exposed to interest rate risk.  If the prime
rate  increases, the Company's monthly interest payments  on  its
line  of  credit  also increase, which could  impact  cash  flow;
however, past fluctuations in the prime rate, whether an increase
or decrease, have not had a material effect on the Company's cash
flow.   Although  the  Company does not anticipate  any  material
effects from interest rate risk, the Company attempts to keep its
outstanding  balance on its line of credit as low as possible  at
all times.

     The  Company is aware that if the economy were to slow down,
the  Company's  business  could be affected  by  other  companies
closing operations or reducing production, which could reduce the
amount   of  waste  generated  or  industrial  cleaning  projects
available.   In  order to try to mitigate this market  risk,  the
Company  continues to make every effort to secure more  emergency
spill  response contracts and long-term environmental remediation
and industrial cleaning projects.

      For more information regarding market risk, see the audited
financial statements submitted under Item 14 of this report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of the Company and the
report of PricewaterhouseCoopers LLP are submitted under Item  14
of this report.

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     None

                            PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY

     The following table sets forth certain information about the
directors of the Company, all of whom were unanimously elected at
the  Annual Meeting of Stockholders of the registrant on November
17, 1999 for a term of one year.

                       Year
     Name, Age         First
Principal Occupation   Elected   Certain Other Information

Robert J. Berger       1998      Mr.  Berger has served in his present
(53)                             position  as Director since  November
Director                         1998.   Mr.  Berger was  employed  in
                                 various  positions  for  OnBank  from
                                 1978  through  March  31,  1998,  his
                                 last   position  being  Senior   Vice
                                 President,   Treasurer,   and   Chief
                                 Financial   Officer.    From    April
                                 through  August 1998,  he  served  as
                                 consultant  to  First  Empire   State
                                 Corp.    pursuant   to   its   merger
                                 agreement with OnBank.  Since  August
                                 1998,   he   has  been   an   Adjunct
                                 Professor and Director of the  Madden
                                 Institute  of  Business Education  at
                                 LeMoyne  College  in  Syracuse,   New
                                 York.   Mr.  Berger is also Chairman,
                                 President,   and   Chief    Executive
                                 Officer  of  St. Lawrence  Industrial
                                 Services, Inc., and he is a  Director
                                 of  YAPA,  Young  Adult  Professional
                                 Associates,  Inc.   On  February  24,
                                 2000,    Mr.   Berger   was   elected
                                 Chairman of the Board of Directors.

Richard  L.  Elander   1991      Mr.   Elander  has  served   in   his
(60)                             present position as a Director  since
Director                         November  of 1991.  He has served  as
                                 Vice  President  and General  Manager
                                 from June 1994 to December 1996.   He
                                 also   served   as  Chief   Executive
                                 Officer  from November 1991  to  June
                                 1994.   Mr.  Elander  served   as   a
                                 Director  of  O'Brien & Gere  Limited
                                 from  August 1991 to September  1995.
                                 From   1983  to  1995,  Mr.   Elander
                                 served  as  President  of  O'Brien  &
                                 Gere   Operations.   Currently,   Mr.
                                 Elander     operates     his      own
                                 construction  management   consulting
                                 business.

John   R.   Loveland   1994      Mr.   Loveland  has  served  in   his
(62)                             present  position  since  June  1994.
Director, Chief                  He  has been a director of O'Brien  &
Executive Officer,               Gere Engineers, Inc. since 1973,  and
and Chairman of the              he   also  served  as  President   of
Board                            O'Brien  & Gere Engineers, Inc.  from
                                 1980 to December 1992.  He served  as
                                 Chairman  of the Board of  O'Brien  &
                                 Gere   Limited  from  1989  to  March
                                 1999.    Mr.  Loveland  is  currently
                                 President   of   O'Brien   and   Gere
                                 Property  Development.   On  February
                                 24,  2000, Mr. Loveland resigned  his
                                 position  as  Chairman of  the  Board
                                 and was succeeded by Mr. Berger.

Cornelius B. Murphy, Jr.  1991   Dr.  Murphy has served in his current
(55)                             position  since  December  1996.   He
Director                         previously  served as  the  Company's
                                 President from June 1994 to  December
                                 1996  and  as Chariman of  the  Board
                                 from  November of 1991 to June  1994.
                                 Dr.  Murphy  has been a  director  of
                                 O'Brien  &  Gere Limited  since  1985
                                 and  O'Brien  & Gere Engineers,  Inc.
                                 from   1982  to  date.    Dr.  Murphy
                                 served  as  President  of  O'Brien  &
                                 Gere  Engineers from  1992  to  1997.
                                 From  1982  to  1992,  he  served  as
                                 President   of   O'Brien    &    Gere
                                 Technical Services, Inc.  Dr.  Murphy
                                 currently serves as Chairman  of  the
                                 Board  of O'Brien & Gere Limited  and
                                 as  Chief Scientist of O'Brien & Gere
                                 Engineers.   In  February  2000,  Dr,
                                 Murphy  was elected President of  the
                                 State   University   of   New    York
                                 Environmental  Science  and  Forestry
                                 School.

Robert   F.  Neuhaus  1999       Mr.   Neuhaus  has  served   in   his
(38)                             current  position since  December  of
Director                         1999.   He is an Administrative  Vice
                                 President  of  M&T  Bank   where   he
                                 oversees  M&T's  commercial   banking
                                 and  commercial real estate  business
                                 in   the  Central  New  York  region.
                                 Prior  to  joining M&T,  Mr.  Neuhaus
                                 was  Vice  President of the Corporate
                                 Finance  Division  for  J.P.  Morgan,
                                 Inc. in New York City.

Steven   A.  Sanders  1991       Mr.  Sanders is a partner in the  law
(54)                             firm  of  Beckman, Millman, & Sanders
Director                         LLP.    Mr.  Sanders  has  also  been
                                 President   of  the  Law  Office   of
                                 Steven  A.  Sanders, PC  since  1992.
                                 Prior  to that, he served as  Counsel
                                 to  Jacobs,  Persinger & Parker  from
                                 1987  to  1992.  Prior  thereto,  Mr.
                                 Sanders  served as Senior Partner  of
                                 the law firm Sanders and Siercho.


EXECUTIVE OFFICERS OF THE COMPANY

Name                        Age  Position Held
John R. Loveland            62   Chief Executive Officer
Christopher  J. Polimino    34   President
Anthony R. Pongonis         47   Executive Vice President
Dennis S. Lerner            57   Secretary
Kelly B. Ardoin             25   Assistant Treasurer

     Mr. Polimino was promoted to the position of President
during the first quarter of 2000.  He has been with the Company
since December of 1994 and has previously served as Executive
Vice President, General Manager, and Controller.

     Mr. Pongonis was hired during the fourth quarter of 1996.
He previously served as the Company's President and is currently
the Company's Eastern Region Manager.  He has over twenty-five
years of experience in the environmental services industry.

     Mr. Lerner has served in his present position since February
of 1994.  Mr. Lerner was Assistant Secretary of O'Brien & Gere
Engineers, Inc., a wholly-owned subsidiary of O'Brien & Gere
Limited, from 1992 to March 1999.  He also served as O'Brien &
Gere Engineers' in-house legal counsel from 1990 to 1999.

     Ms. Ardoin was hired during the third quarter of 1998, and
currently serves as the Company's Controller.  Ms. Ardoin
previously worked for a public accounting firm as a staff
accountant.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth summary information concerning
compensation paid or accrued by the Company for services rendered
during the last three fiscal years.

Summary Compensation Table

                      Annual Compensation    Long Term Compensation
                                               Awards      Payments

    Name and                     Other
   Principal                     Annual        # of     LTIP     All Other
    Position        Year Salary  Compensation  Options  Payouts  Compensation

John R. Loveland    1999   $35,880   -0-          -0-      -0-        -0-
Chief  Executive    1998   $13,920   -0-          -0-      -0-        -0-
Officer             1997   $19,200   -0-         50,000    -0-        -0-

Anthony R. Pongonis 1999  $107,220   -0-           -0-     -0-        -0-
Executive Vice      1998  $ 92,220  $17,500 (1)    -0-     -0-        -0-
President

(1) Includes stock bonus with a market value of $2,500 at the
time of award.
Year End Option Table

There were no outstanding stock options held as of December 31,
1999 by the named executive officers.

Compensation of Directors

     Directors of the Company are paid $500 for each quarter plus
reimbursement for their actual expenses incurred in attending
meetings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     The following table sets forth certain information regarding
the  beneficial ownership of the company's common stock at  March
15,  2000  by  persons  who, to the knowledge  of  the  Board  of
Directors,  beneficially  own  more  than  five  percent  of  the
outstanding shares of common stock of the Corporation.

      All voting power of the Corporation is vested in its common
stock.  As of the close of business on March 15, 2000, 11,603,963
shares of common stock par value $.01 per share were outstanding.
Each share of common stock is entitled to one vote.

                            Number of Shares
Name and Address            of Common Stock                 Percentage
of Beneficial Owner         Beneficially Owned (1)          of Class

M&T Bank                       5,622,140                       48%
101 S. Salina Street
Syracuse, NY 13202

O'Brien & Gere Limited         3,148,200                       27%
5000 Brittonfield Parkway
Syracuse, NY 13220

Richard L. Elander               329,565 (4)                    3%
Cornelius B. Murphy, Jr.           1,424 (4)                   <1%
Steven A. Sanders                 25,752 (2) (4)               <1%
Robert J. Berger                  20,000 (4)                   <1%
John R. Loveland                  77,093 (3)(4)                <1%
All Officers & Directors         (2)(3)(4)                      4%
as a Group (9 persons)

(1)  The beneficial owners have sole voting and investment power
     over the shares owned.
(2)  Includes 200 shares, which are owned by Mr. Sanders' wife as
     custodian for his son, as to which Mr. Sanders disclaims
     beneficial ownership.
(3)  Does not include 3,148,200 shares currently owned by Limited
     of which Mr. Loveland is a director.  Includes 76,659 shares
     owned by Mr. Loveland's wife as to which Mr. Loveland disclaims
     beneficial ownership.
(4)  Director

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On July 1, 1995, the Company entered into a lease agreement
with O'Brien & Gere Property Development (an affiliate) to occupy
approximately 17,000 square feet of office and garage space.  The
terms  of  the lease extend through June 30, 2001.   The  Company
also has several month-to-month office rental agreements in place
with  another  O'Brien  &  Gere Limited subsidiary.   Total  rent
expense  incurred  due  to  these  leases  in  1999  amounted  to
approximately $120,000.

     On November 5, 1997, the Company entered into an option with
O'Brien  & Gere Property Development (an affiliate) to  sell  the
eastern portion of the Massena Property, the tanks, and the  dock
for $2 million.

      During  1999, the Company provided $970,000 of remediation,
sub-contract   support,  and  project  services  to  subsidiaries
O'Brien  &  Gere  Limited, a shareholder.  Services  provided  to
O'Brien  &  Gere  Limited subsidiaries were at competitive  rates
which were bid on a project by project basis.

      The Company purchases technical, accounting, and consulting
services   from  subsidiaries  of  O'Brien  &  Gere  Limited,   a
shareholder.  The costs for these services amounted  to  $299,000
in 1999.

      The  Company's  revolving loan agreement is  guaranteed  by
O'Brien  &  Gere  Limited, a shareholder, for an  amount  not  to
exceed $500,000.

      Steven A. Sanders, a director of the Company, a partner  of
Beckman,  Millman,  &  Sanders LLP, which  provides  professional
services  to  the  Company, and it is anticipated  that  it  will
continue to do so.

      On  January  1,  1999,  the Company sold  its  wholly-owned
subsidiary, St. Lawrence Industrial Services, Inc., to a director
of the Company.

     The Company purchases subcontract labor services from St.
Lawrence Industrial Services, Inc., which is owned by Robert J.
Berger, a director of the Company.  The costs for these services
amounted to approximately $1,094,000 in 1999.


                             PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

                                                                 Page
(a)  Financial Statements and Exhibits

     (1)  Report of Independent Auditors                          F-1
          Consolidated Balance Sheets at December 31, 1999 and
           1998                                                   F-2
          Consolidated Statement of Operations for the years
           ended December 31, 1999, 1998, and 1997                F-3
          Consolidated Statements of Shareholders' Equity
           (Deficit) for the years ended December 31, 1999,
           1998, and 1997                                         F-4
          Consolidated Statements of Cash Flows for the years
           ended December 31, 1999, 1998, and 1997                F-5
          Notes to Consolidated Financial Statements              F-7

     (2)  All schedules for which provision is made in the applicable
          accounting regulation of the Securities and Exchange Commission
          are not required under the related instructions or are
          inapplicable, and therefore have been omitted.

     (3)  Subsidiary of the Company:
          OP-TECH Environmental Services Limited - Ontario,
          Canada

(b)  Reports on Form 8-K
     The Company did not file any Current Reports on Form 8-K
     during the three months ended December 31, 1999.

(c)  Exhibits

10.1 Union and Employment Contracts (1) Incorporated herein by
     reference to the Company's Form 10-K F/Y/E December 31, 1997.
10.2 Voting Agreement (1) Incorporated herein by reference to the
     Company's Form 10-K F/Y/E December 31, 1997.
10.3 Memorandum of Agreement and Exchange (1) Incorporated herein
     by reference to the Company's Form 10-K F/Y/E December 31, 1997.
10.4 Revolving Loan Promissory Note (1) Incorporated herein by
     reference to the Company's Form 10-Q for the period ended June
     30, 1999.

                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                            OP-TECH Environmental Services, Inc.
                                 (Registrant)

                            By:/s/ John R. Loveland
                                John R. Loveland, Chief Executive Officer

March 30, 1999

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on the 30th day of March 2000.

/s/ Robert J. Berger         Director and Chairman of the Board
Robert J. Berger

/s/ Richard L. Elander       Director
Richard L. Elander

/s/ John R. Loveland         Director and Chief Executive Officer
John R. Loveland

/s/ Cornelius B. Murphy, Jr. Director
Cornelius B. Murphy, Jr.

/s/ Robert F. Neuhaus        Director
Robert F. Neuhaus

/s/ Steven A. Sanders        Director
Steven A. Sanders

/s/ Christopher J. Polimino  President and Chief Accounting Officer
Christopher J. Polimino

/s/ Anthony R. Pongonis      Executive Vice President
Anthony R. Pongonis

/s/ Kelly B. Ardoin          Assistant Treasurer
Kelly B. Ardoin

/s/ Dennis S. Lerner         Secretary
Dennis S. Lerner












PRICEWATERHOUSECOOPERS LLP



OP-TECH Environmental
Services, Inc. and Subsidiary

Consolidated Financial Statements

December 31, 1999 and 1998












Report of Independent Accountants



Shareholders and Board of Directors
OP-TECH Environmental Services, Inc. and Subsidiary


In  our  opinion, the accompanying consolidated balance sheets  and
the related consolidated statements of operations and shareholders'
equity and cash flows present fairly, in all material respects, the
financial  position  of OP-TECH Environmental  Services,  Inc.  and
Subsidiary at December 31, 1999 and 1998, and the results of  their
operations and their cash flows for each of the three years in  the
period  ended  December  31,  1999, in conformity  with  accounting
principles   generally  accepted  in  the  United  States.    These
financial  statements  are  the  responsibility  of  the  Company's
management;  our responsibility is to express an opinion  on  these
financial statements based on our audits.  We conducted our  audits
of these statements in accordance with auditing standards generally
accepted  in  the  United States which require  that  we  plan  and
perform the audit to obtain reasonable assurance about whether  the
financial statements are free of material misstatement.   An  audit
includes  examining,  on  a  test basis,  evidence  supporting  the
amounts and disclosures in the financial statements, assessing  the
accounting  principles  used  and  significant  estimates  made  by
management,   and   evaluating  the  overall  financial   statement
presentation.   We  believe that our audits  provide  a  reasonable
basis for the opinion expressed above.

The   accompanying  consolidated  financial  statements  have  been
prepared  assuming  that  the Company  will  continue  as  a  going
concern.   As discussed in Note 2 to the financial statements,  the
Company's   operating   results  and   financial   position   raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note  2.   The  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




/S/PricewaterhouseCoopers LLP



March 15, 2000



OP-TECH Environmental Services, Inc. and Subsidiary



Consolidated Balance Sheets
December 31, 1999 and 1998

Assets                                                 1999       1998

Current assets:
   Cash and cash equivalents                     $    15,034  $   122,106
   Accounts receivable (net of
    allowance for doubtful accounts
    of approximately $132,000 in 1999
    and $126,000 in 1998):
         Unaffiliated parties                      3,049,770    2,847,001
         Affiliated parties                          259,181      109,190

                                                   3,308,951    2,956,191

   Costs on uncompleted projects
    applicable to future billings                    479,970      289,768
   Prepaid insurance                                 107,043      157,537
   Other assets                                      226,662      159,345
      Total current assets                         4,137,660    3,684,947

Property and equipment, net                          990,157    1,199,635
Assets held for sale                                 780,000    1,605,427
Other assets                                          35,123      142,744

     Total Assets                                $ 5,942,940  $ 6,632,753

Liabilities and Shareholders' Equity

Current liabilities:
   Bank overdraft                                $   110,954  $    45,085
   Notes payable to bank                           1,778,989         -

                                                   1,889,943       45,085
   Accounts payable:
      Unaffiliated parties                         1,788,759    1,350,204
      Affiliated parties                              21,270       51,184

                                                   1,810,029    1,401,388

Billings in excess of costs and estimated
   profit on uncompleted contracts                   818,712      569,393
Accrued payroll and related liabilities              366,040      226,130
Accrued expenses and other liabilities                14,426       71,888
Current portion of long-term debt                    552,095      351,751
   Total current liabilities                       5,451,245    2,665,635

Long-term debt                                       313,269    1,174,809

Shareholders' equity:
   Common stock, par value $.01 per share;
    authorized 20,000,000 shares; 11,603,963
    shares outstanding as of December 31,
    1999 and 1998, respectively                      116,040      116,040
   Additional paid-in capital                      7,787,152    7,787,152
   Accumulated deficit                            (7,724,766)  (5,110,883)

     Shareholders' equity, net                       178,426    2,792,309

     Total Liabilities and Shareholders' Equity   $5,942,940   $6,632,753

The accompanying notes are an integral part of the consolidated
financial statements.


Consolidated Statements of Operations
Years Ended December 31, 1999, 1998, and 1997


                                      1999          1998         1997

Project billings and services    $ 12,517,772  $ 10,917,903  $ 6,993,221
Project costs                      10,355,805     7,596,788    4,959,449

      Gross margin                  2,161,967     3,321,115    2,033,772

Selling, general and
 administrative expenses            3,439,654     2,399,988    2,569,486
Provision for impairment of
 long-lived assets                  1,109,877         -          797,686

      Operating (loss) income      (2,387,564)      921,127   (1,333,400)

Other income and expense:
   Interest expense                  (191,180)     (111,099)    (402,144)
   Other (expense) income, net          8,841        20,925      (11,999)

                                     (182,339)      (90,174)    (414,143)

   (Loss) gain before income
     taxes and extraordinary item  (2,569,903)      830,953   (1,747,543)

Income taxes                           43,980        18,200        -

   (Loss) income before
    extraordinary item             (2,613,883)      812,753   (1,747,543)

Extraordinary gain on
 forgiveness of debt                    -              -       1,000,000

      Net (Loss) Income           $(2,613,883)    $ 812,753   $ (747,543)




Earnings per common share -
 basic and dilutive:
  (Loss) income before
   extraordinary item             $     (0.23)    $    0.07   $    (0.32)
   Extraordinary item                   -              -            0.18

      Net (loss) income           $     (0.23)    $    0.07   $    (0.14)




The accompanying notes are an integral part of the consolidated
financial statements.



Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1999, 1998, and 1997


                                         Additional
                        Common    Common  Paid-In    Accumulated
                        Shares    Stock   Capital      Deficit       Total


Balances at
 December 31, 1996    4,854,497 $ 48,535 $4,491,773  $(5,176,093) $ (635,785)

Conversion of debt
 to 6,702,140 shares  6,702,140   67,021  3,284,049        -       3,351,070
Retirement of
 1,537 shares            (1,537)      (5)    (2,267)       -          (2,272)
Net loss                   -         -        -         (747,543)   (747,543)

Balances at
 December 31, 1997   11,555,100  115,551  7,773,555   (5,923,636)  1,965,470

Issuance of
 48,863 shares           48,863      489     13,597        -          14,086
Net income                 -         -        -          812,753     812,753

Balances at
 December 31, 1998   11,603,963  116,040  7,787,152   (5,110,883)  2,792,309

Net loss                   -         -        -       (2,613,883) (2,613,883)

Balances at
 December 31, 1999   11,603,963 $116,040 $7,787,152  $(7,724,766) $  178,426



The accompanying notes are an integral part of the consolidated
financial statements.



Consolidated Statements of Cash Flows
Years Ended December 31, 1999, 1998, and 1997

                                    1999           1998            1997

Operating activities:
 Net income (loss)              $(2,613,883)    $  812,753     $  (747,543)
 Adjustments to reconcile net
  income (loss) to net cash
  provided by (used in)
  operating activities:
   Extraordinary gain on
    forgiveness of debt               -              -          (1,000,000)
   Provision for loss on
    accounts receivable             108,700        105,350         190,594
   Depreciation and amortization    303,287        161,201         351,812
   Provision for impairment of
    long-lived assets             1,109,877          -             716,710
   Interest expense converted
    to common stock                   -              -             166,836
   Loss on sale of equipment            216          -                -
   (Increase) decrease in
    operating assets and
    increase (decrease) in
    operating liabilities:
     Accounts receivable           (461,460)     (987,192)        (716,225)
     Costs on uncompleted
      projects applicable to
      future billings              (190,202)     (157,178)         (31,649)
     Prepaid expenses and
      other assets                   97,171        14,862           84,055
     Billings and estimated
      profit in excess of costs
      on uncompleted contracts      249,319       259,466           71,864
     Accounts payable and
      other accrued expenses        491,089       165,731          165,733
   Net cash provided by (used
    in) operating activities       (905,886)      374,993         (747,813)

Investing activities:
   Purchases of property
    and equipment                  (113,976)     (207,617)        (120,488)
   Proceeds from sale of
    property and equipment           30,530          -               7,793
      Net cash (used in)
       provided by investing
       activities                   (83,446)     (207,617)        (112,695)

Financing activities:
   Cash overdrafts                   65,869      (179,373)         149,476
   Proceeds from notes payable
    to banks and long-term
    borrowings, net of financing
    costs                         4,998,188     4,792,163          511,904
   Proceeds from notes payable
    to shareholders                    -             -             525,000
   Principal payments on current
    and long-term borrowings     (4,181,797)   (4,739,577)        (263,432)
     Net cash (used in)
      provided by financing
      activities                    882,260      (126,787)         922,948

    (Decrease) increase in cash
     and cash equivalents          (107,072)       40,589           62,440

Cash and cash equivalents at
 beginning of year                  122,106        81,517           19,077

  Cash and Cash Equivalents
   at End of Year                $   15,034    $  122,106       $   81,517

Non-cash items:
 Conversion of debt and related
  accrued interest to equity
  (including $166,836 of 1997
  interest expense)              $    -        $     -          $3,351,070
 Shareholders retirement
  of common stock                     -              -               2,272
 Equipment purchased through
  bank and other financing
  sources                           285,702          -                -
 Debt transfer upon sale
  of asset                           31,341          -                -

The accompanying notes are an integral part of the consolidated
financial statements.



Notes to Consolidated Financial Statements


1.   Summary of Significant Accounting Policies

  Basis of Presentation

  OP-TECH   Environmental  Services,  Inc.  and   Subsidiary   (the
  "Company"),   provides   comprehensive   environmental   services
  predominately  in  Upstate and Central  New  York.   The  Company
  performs industrial cleaning of non-hazardous materials, provides
  varying  services  relating to plant facility  closure  including
  demolition  and asbestos services, provides remediation  services
  for  sites  contaminated  by  hazardous  materials  and  provides
  emergency  spill response services.  The Company has  a  Canadian
  subsidiary, OP-TECH Environmental Services, Ltd.

  Priniciples of Consolidation

  The  accompanying consolidated financial statements  include  the
  accounts  of  the  Company and its wholly-owned subsidiary.   All
  significant  intercompany  accounts and  transactions  have  been
  eliminated in consolidation.

  Use of Estimates

  The  preparation  of  financial  statements  in  conformity  with
  accounting  principles generally accepted in  the  United  States
  requires management to make estimates and assumptions that affect
  the reported amounts of assets and liabilities and disclosure  of
  contingent  assets and liabilities at the date of  the  financial
  statements.   Estimates  also  affect  the  reported  amounts  of
  revenues  and  expenses  during  the  reporting  period.   Actual
  results could differ from those estimates.

  One of the more significant estimates includes the evaluation  of
  impairment  of  the Company's long-lived assets.  As  more  fully
  described  in  Note 6, the Company has had certain property  held
  for   sale  appraised  by  an  independent  third  party.    Such
  appraisals  are dependent upon various assumptions and estimates,
  which  are subject to change over time.  Future changes in  these
  estimates,  or  other  assumptions  utilized  by  management   to
  evaluate the asset carrying value, may have a material effect  on
  the  conclusions  reached  and  the  ultimate  determination   of
  impairment.

  Cash Equivalents

  The  Company  considers  all  highly liquid  investments  with  a
  maturity  of  three  months or less when  purchased  to  be  cash
  equivalents.   The carrying amount reported in the balance  sheet
  for cash and cash equivalents approximates its fair value.

  Project Income Recognition and Unbilled Project Costs

  Contracts are predominately short-term in nature (less than three
  months)  and  revenue  is recognized as costs  are  incurred  and
  billed.  Income on long-term fixed-priced contracts greater  than
  three  months  is  recognized  on  the  percentage-of-completion
  method  utilizing  the  cost-to-cost basis.   Project  costs  are
  generally billed in the month they are incurred and are shown  as
  current assets.

  In  the event interim billings exceed costs and estimated profit,
  the  net  amount  of  deferred revenue  is  shown  as  a  current
  liability.    Estimated  losses  are  recorded   in   full   when
  identified.

  Concentration of Business Risk - Significant Customers

  Sales  to  one customer, other than an affiliated party, amounted
  to  approximately  $1,025,700, $2,537,000 and $463,000  in  1999,
  1998 and 1997, respectively.  Accounts receivable at December 31,
  1999  and 1998 include $234,100 and $157,200, respectively,  from
  this customer.

  For  the  year  ended December 31, 1999 two individual  customers
  generated  approximately  $1,609,000, or  13%  of  the  Company's
  revenues.

  Property and Equipment

  Property  and  equipment  are stated at cost.   Expenditures  for
  repairs  and  maintenance  are charged to  expense  as  incurred.
  Depreciation and amortization of assets including those  recorded
  under  capital  leases  is provided for using  the  straight-line
  method.

  Assets Held for Sale

  Assets  held for sale are stated at the lower of carrying  amount
  or  fair value, determined by an independent appraisal, less cost
  to sell.

  Long and Short-Term Debt

  The  carrying  amounts  of the Company's short-term  secured  and
  unsecured  borrowing and non-traded variable-rate long-term  debt
  agreements  approximate  fair  value.   The  fair  value  of  the
  Company's  non-traded  fixed-rate long-term  debt  is  estimated
  using  discounted  cash flow analysis based upon  the  Company's
  current   incremental  borrowing  rates  for  similar  types   of
  borrowing arrangements and approximates carrying value.

  Income Taxes

  The  Company  provides for income taxes in  accordance  with  the
  liability   method  as  set  forth  in  Statement  of   Financial
  Accounting  Standards  No.  109 "Accounting  for  Income  Taxes."
  Under  the  liability method, deferred tax assets and liabilities
  are  determined  based  on the difference between  the  financial
  statement  and  tax  basis  of assets  and  liabilities  and  are
  measured  using  the enacted tax rates and laws that  may  be  in
  effect  in  the  years in which the differences are  expected  to
  reverse.

  Earnings Per Share

  Basic  earnings per share is computed by dividing income  by  the
  weighted  average  shares actually outstanding  for  the  period.
  Diluted  earnings  per  share includes the  potentially  dilutive
  effect  of shares issuable under the employee stock purchase  and
  incentive stock option plans.  Due to the losses incurred by  the
  Company  in 1999 and 1997, the impact of the outstanding  options
  and  warrants are anti-dilutive and, therefore, their impact  has
  not been included in the dilutive earnings per share disclosure.


2.   Business Operations

  In 1999 the Company has incurred a $2.6 million loss, (of which
  approximately $1,510,000 was a non-cash charge), has a working
  capital deficit  of  $1,313,585  and  a  total  shareholders'
  equity  of $178,000. These losses have created a need for
  additional financing which may not be available.

  The Company is focusing on strategically continuing the growth of
  its  operations  throughout the Northeastern  United  States  and
  Pennsylvania.  The Company is also continuing its focus  on  its
  core service lines with industrial and governmental customers which
  is expected to lead to an increase in recurring work.

  In  order to achieve its 2000 budgeted revenue and profit  goals,
  the  Company  believes  it can continue to develop  core  service
  revenues   throughout   the  Northeastern   United   States   and
  Pennsylvania.   The  Company  has relocated  two  of  its  senior
  employees  to the Eastern New York and Massachusetts  regions  to
  build  a  client  base that will provide recurring  core  service
  revenue.   In  addition, management  believes that  the  cost
  reductions executed  in  the fourth quarter of 1999, which included
  certain  professionals, will assist in achieving fiscal 2000 profit
  goals.

  Management expects, based on its efforts to improve operating
  results, and the continued availability of the line of credit from
  the Bank, the Company will be able to meet its obligations as they
  come due.  In addition, management believes that the Bank will
  renew its line of credit in 2000, based upon on-going discussions
  with the Bank.  However, there  can be no assurance  the
  Company will be able to continue to meet its budgets and maintain
  adequate cash flows.

3.   Capital Restructuring

  In  December 1997, the Company executed agreements with its  then
  two  largest creditors.  The Company's then financial institution
  and  a  shareholder creditor, agreed to convert all  or  part  of
  their indebtedness, including accrued interest, into common stock
  of  the  Company,  and  to  forgive the remaining  balance.   The
  shareholder,  to  which the Company was indebted for  $1,540,000,
  including accrued interest of $140,000, forgave $1,000,000 of the
  debt  and  converted  the balance into 1,080,000  shares  of  the
  Company's  common stock.  The financial institution to which  the
  Company  was indebted for $2,811,070, including accrued  interest
  of  $75,332,  converted  their debt  and  accrued  interest  into
  5,622,000  shares of the Company's common stock.  The  price  per
  share  of  $.50  was  negotiated with the two creditors  and  the
  Company based on the price of recent sales and their estimates of
  future risk.

4.   Related Party Transactions

  The  Company  purchases  technical,  accounting,  and  consulting
  services  and  rented certain office and warehouse space  from  a
  shareholder  and  its affiliates.  The cost  for  these  services
  amounted  to  approximately $299,000, $325,000,  and  $97,000  in
  1999, 1998 and 1997, respectively.

  Additionally,   the  Company  provided  approximately   $970,000,
  $283,000, and $1,507,000 of remediation, sub-contract support and
  project  services  to a shareholder and its  affiliates  for  the
  years ending December 31, 1999, 1998 and 1997, respectively.

  During 1999, the Company purchased approximately $1,094,000 of
  subcontract labor services from St. Lawrence Industrial Services,
  Inc. which is owned by a director of the Company.

  Interest  expense  on  an  unsecured  line  of  credit   with   a
  stockholder was approximately $94,000 in 1997.

5.   Property, Plant and Equipment

  Property,  plant  and  equipment consisted of  the  following  at
  December 31:

                                          1999               1998

     Furniture and fixtures           $    40,143         $    35,033
     Office machines                       94,901              75,052
     Utility vehicles                      98,140             101,140
     Field equipment                    1,853,130           1,947,551
     Aqueous treatment system             100,002             100,002

                                        2,186,316           2,258,778

     Less: Accumulated depreciation    (1,196,159)         (1,059,143)

                                      $   990,157         $ 1,199,635


  Depreciation   expense  approximated  $294,000,   $157,000,   and
  $282,000 for 1999, 1998, and 1997, respectively.


6.   Impairment of Long-Lived Assets

  Assets Held for Sale

  The  Company continues to pursue the disposal of its Massena Port
  Facility ("Facility"), which was acquired in 1991 for the purpose
  of  developing a large aqueous treatment facility.   Management's
  estimation of fair value is based upon an evaluation of  existing
  facts  and  circumstances, including current real  estate  market
  conditions,  a  January  2000 independent appraisal  and  certain
  other  factors.  During the fourth quarter of 1999, the  Company,
  based  upon  an independent appraisal of the Facility, recognized
  an  impairment  loss  on the carrying value of  the  Facility  of
  approximately $825,000.

  A  wholly-owned  subsidiary  of  a  shareholder  of  the  Company
  currently has an option to purchase the Massena Port Facility for
  $2,000,000.  Management has continued its efforts to  market  the
  Facility or to find alternative uses.

  During  1998 the Company reclassified equipment with  a  carrying
  value  of $69,573 from assets held for sale to equipment, as  the
  equipment is being utilized in the operations of the Company.

  In  1999,  the Company wrote down the carrying value of equipment
  and other long-lived assets of approximately $284,500 as they are
  no longer used in the Company's operations.

7.   Debt and Lease Obligations

  Long-term debt is summarized as follows at December 31, 1999:

  Revolving loan, see (a)                                 $ 1,778,989
  Promissory Note, due in full with accrued interest
   on April 1, 2000. Interest is at prime plus 1.5%
   (10% as of December 31, 1999), collateralized by
   all accounts receivable, inventory and equipment
   now owned or acquired later.                               150,000
  Various equipment and other installment obligations,
   due in aggregate monthly installment payments of
   approximately $46,500, including interest rates
   between 6.95% and 12%, collateralized by equipment
   with a carrying value of $715,444.                         715,364

                                                            2,644,353

  Less: Current portion                                    (2,331,084)

                                                          $   313,269


  (a)  The Company has an annually renewable borrowing agreement that
     provides borrowings up to $2,000,000 on a revolving loan basis,
     collateralized by all accounts receivable, inventory and equipment
     now owned or acquired later.  Availability on the line is subject
     to  a specified borrowing base calculation based upon eligible
     accounts receivable and costs in excess of billings.

     The  agreement includes a material adverse change clause which
     permits  the  financial institution to call its  debt  in  the
     event   of   a  material  adverse  change  in  the   business.
     Considering the significant losses in 1999, the Company  asked
     for  and  received  a  waiver of the material  adverse  change
     clause  as  of  and  for  the year ended  December  31,  1999.
     Management does not anticipate any adverse changes in the next
     twelve  months,  however, there can  be  no  assurances.   The
     revolving  loan, which is due on April 30, 2000, is guaranteed
     by a shareholder for an amount not-to-exceed $500,000.

     Borrowings against the revolving loan aggregated $1,778,989 at
     December  31, 1999.  Interest is charged at prime plus  1.25%,
     or 9.75% at December 31, 1999.  The weighted average borrowing
     rates  under short-term credit facilities were 9.23% and  9.72%
     at December 31, 1999 and 1998, respectively.

  Interest  paid amounted to approximately $191,000, $115,000,  and
  $235,000 in 1999, 1998 and 1997, respectively.

  Scheduled principal payments on long-term debt for the next  five
  years are as follows:

          2000          $2,331,084
          2001             169,012
          2002              61,695
          2003              54,905
          2004              27,657

                        $2,644,353

  Office facilities, a portion of which is with an affiliate of the
  Company's  shareholder, are leased under noncancelable  operating
  leases  expiring  at  various dates through 2001.   Rent  expense
  incurred amounted to approximately $155,000, $77,000, and $89,000
  in  1999,  1998  and  1997, respectively.  Future  minimum  lease
  payments  under  noncancelable operating leases are  as  follows:
  2000  -  $404,500,  2001  - $323,600, 2002  -  $116,300,  2003  -
  $21,900, 2004 - 1,300.

  The  Company incurred non-cash debt and capital lease obligations
  of  $285,702 and $456,413 in 1999 and 1998, respectively, for the
  acquisition of equipment.  In addition, during 1998, the  Company
  financed   its   three-year  insurance  premium   obligation   of
  approximately $288,000.


8.   Shareholders' Equity

  The   Company   maintains  a  non-qualified  stock  option   plan
  permitting the issuance of up to 500,000 shares of common  stock.
  The  purpose of the Plan, which is more fully defined by the Plan
  document, is to provide various directors, officers, and employees
  ("Eligible Employees") of the Company the opportunity to  acquire
  a  stake  in  the growth of the Company, as well as  a  means  of
  promoting  the  Eligible Employee's maximum effort and  continued
  association with the Company.

  Stock  options granted under the Plan allow the Eligible Employee
  to  purchase  the  Company's common stock, for a  period  not  to
  exceed  three years, at the price established at the grant  date.
  Options granted under the Plan must specify option periods ending
  not  more  than ten years from the date of grant.  The  following
  table  summarizes option activity of the Plan during  1999,  1998
  and 1997:
                                           Weighted     No. of
                                           Average      Shares
                                           Exercise      Under
                                            Price       Options

  Balance at December 31, 1996             $   2.50     250,000
   Options granted                             1.50      50,000
   Options expired                            (2.50)   (250,000)
  Balance at December 31, 1997                 1.50      50,000
   Options granted                             0.00         -
   Options expired                             0.00         -
  Balance at December 31, 1998                 1.50      50,000
   Options granted                             0.00         -
   Options expired                            (1.50)    (50,000)
  Balance at December 31, 1999                 0.00         -


  The  Company has elected to follow APB Opinion No. 25 and related
  interpretations in accounting for the options granted  under  the
  Plan.   Under APB Opinion No. 25, because the exercise  price  of
  the  stock  option  is above the market price of  the  underlying
  stock  on  the  date  of  the grant, no compensation  expense  is
  recognized.  Under SFAS No. 123, rights to acquire company  stock
  are  to  be  valued under the fair value method and the  proforma
  effect of such value on reported earnings and earnings per  share
  are to be disclosed in the notes to the financial statements.  As
  the  fair  value of these options is not material,  proforma  and
  related disclosures are not presented.

  In  1994  and  1995, the Company issued warrants to  a  financial
  advisor  to  purchase  302,500 shares  of  common  stock.   These
  warrants  expired and were immediately reissued in 1998, at a price
  of  $1.65 and expire in 2001.

  As  of  December 31, 1999, the Company has reserved  a  total  of
  197,500  shares of common stock for issuance under the agreements
  discussed above.  No options or warrants have been exercised.

  During  1999, the Company did not grant any stock awards  of  its
  common stock.

9.   Income Taxes

  The  following summarizes the income tax expense at December  31,
  1999:

                                              1999           1998
  Current:
   Federal                                 $    -         $  15,000
   State                                     43,980           3,200

                                           $ 43,980       $  18,200

  The  difference between the expected tax provision resulting from
  the  application of the federal statutory income tax rate to pre-
  tax  income, for 1999 and 1998, is due to the Company's continued
  recognition of a deferred tax valuation allowance and the  impact
  of  current  tax  obligations based on AMT tax rates  subject  to
  certain limitation provisions.  The Company has provided a  state
  tax  expense for certain required franchise taxes for  which  net
  operating loss carryforwards do not exist.

  At  December 31, 1999, the Company has federal net operating loss
  ("NOL")  and alternative minimum tax ("AMT") credit carryforwards
  of approximately $7,379,000 and $15,000, for income tax purposes.
  The  federal net operating loss carryforward expires  at  various
  times  through  the  year ending December 31, 2019.   Alternative
  minimum tax credit carryforwards do not expire.  Income taxes and
  franchise taxes paid were approximately $18,200 and $366 in  1998
  and 1997, respectively.

  Deferred  income  taxes reflect the net tax effect  of  temporary
  differences   between  the  carrying  amounts   of   assets   and
  liabilities for financial reporting purposes and the amounts used
  for  income  tax purposes.  For financial reporting purposes  the
  Company  increased its valuation allowance in  1999  due  to  the
  generation  of additional net operating loss carryforwards for
  which  a valuation allowance has been provided.  The Company has
  recorded a  valuation allowance amounting to the entire net deferred
  tax asset due to the uncertainty as to the ultimate recovery of  the
  assets.

  Significant  components of the Company's deferred tax liabilities
  and assets as of December 31, 1999 and 1998 are as follows:

                                                1999             1998

     Deferred tax liabilities:
      Tax over book depreciation             $    21,999      $    76,021

     Deferred tax assets:
      Net operating loss carryforward        $ 2,508,848        1,660,144
      Accounts receivable reserve                 44,932           42,826
      Other                                      387,431           84,559
      AMT tax credits                             15,000           15,000
       Total deferred tax assets               2,956,211        1,802,529
     Valuation allowance for
      deferred assets                         (2,934,212)      (1,726,508)
       Deferred tax assets                   $    21,999      $    76,021
       Net deferred taxes                    $      -         $      -


10.  Employee Benefit Plan

  The  Company  maintains an employee retirement plan which  covers
  substantially  all  employees.  The Plan is funded  by  voluntary
  employee  contributions which are matched by  the  Company  at  a
  designated  percentage,  and  additional  contributions  by   the
  Company at the discretion of the Board of Directors.  There  were
  matching  contributions  to  the plan  of  approximately  $9,900,
  $11,500, and $9,100 in 1999, 1998 and 1997, respectively, by  the
  Company.    The   Company   did  not   make   any   discretionary
  contributions to the Plan in 1999, 1998 and 1997.


11.  Commitment and Contingencies

  The  Company  is  subject  to various federal,  state  and  local
  regulations  relating  to environmental matters,  including  laws
  which  require the investigation and, in some cases,  remediation
  of  environmental  contamination.  The  Company's  policy  is  to
  accrue  and charge to operations environmental investigation  and
  remediation  expenses when it is probable that  a  liability  has
  been incurred and an amount is reasonably estimable.

  The  Company is a party to various proceedings arising  from  the
  normal  course  of  business.   Based  on  information  currently
  available,  management  believes adverse  decisions  relating  to
  litigation   and  contingencies  in  the  aggregate   would   not
  materially affect the Company's results of operations, cash flows
  or financial condition.