SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

									       FORM 10-K/A

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

For the fiscal year ended December 31, 1996

										   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 number          0-19761              


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

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

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

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

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 1943 
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, 1997 was $1,820,436 based upon the average bid and ask price 
of such stock on such day.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the Company's 
classes of common stock,
as of March 15, 1997.  Common Stock, $.01 par value.  4,854,497 

										 PART I
ITEMS 1. BUSINESS

General

OP-TECH Environmental Services, Inc. and Subsidiaries 
(the "Company"), a Delaware corporation
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 interior and exterior demolition as well as 
asbestos removal services.  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 materials as required by the 
New York State Department of Environmental Conservation (NYSDEC).  
The Company's services include assessing the regulatory, technical, and
construction aspects of the environmental issue, developing a 
strategic plan to solve 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.  Through its affiliation with O'Brien & Gere 
Limited Inc. and Subsidiaries ("Limited"), the Company has an available
resource of experienced engineers, scientists, construction 
professionals and attorneys.  

SERVICES

Asbestos Abatement

The Company provides asbestos abatement contracting services to 
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 with 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 provided 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, loaders and a large 
soil blender.  The Company primarily provides on-site soil blending 
to public utilities and municipal customers.

Hydrogeological/Drilling Services

The Company subcontracts hydrogeological services to petroleum 
companies, engineering firms and local and state public entities.  
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 PCB's, and other unanticipated developments.  The 
substances involved may pose an immediate threat to public 
health or the environment, such as possible groundwater contamination. 
The Company has an agreement with the 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, 
collection and transportation of the substance to an appropriate
treatment or disposal facility.

Aqueous Treatment Facility 

The Company operates a year round 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.  Construction of the 
facility was completed in September, 1992 and has seen increased use
as a result of receiving a Part 360 permit from the State of New York.

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 to complete solutions, and to enhance the clients' 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 an 
investigation, the Company performs numerous physical tests.  
A remedial investigation also involves the study of the geologic,
and hydrogeologic characteristics of the affected area and the 
surrounding environment and a determination of the risks posed 
by the hazardous materials determined to be located in the affected
area.  In conducting such investigations, the Company often reviews 
the construction of a facility and past storage and handling practices 
regarding hazardous materials.  The Company has the capability
of removing and replacing underground storage tanks.

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.

Design, Construction, and Operation of Remedial Facilities:  
Based on the results of remedial investigations and feasibility studies, 
the Company uses  its scientific and construction 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.  The
Company has submitted a number of bids for projects with other 
members of Limited.

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 ("RCRA") 
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 substance 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 of 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 form 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 rage 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
intransit or a 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 having 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 
the Central and Upstate New York Region 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 
and Albany, New York and an additional office in Canada.  
While operations in the Syracuse and Massena offices are substantial,
the Rochester and Albany offices operate on a skeleton staff.  
Operations in Canada have been minimal since inception.

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, utilities, 
waste disposal firms, municipalities and engineering
firms.  During 1996, the Company performed services for more than 
250 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 1996, 
sales to the New York State Department of Environmental
Conservation, amounted to approximately $428,000.  Sales to 
O'Brien & Gere Limited (an affiliated party) totalled approximately 
$1,100,000 or 27% of the Company's revenues.

Insurance

The Company maintains commercial general liability insurance which 
provides aggregate coverage limits of $5.0 million.  The Company 
also maintains asbestos liability and contractors pollution
legal liability which provide aggregate coverage limits of $1.0 
million respectively.  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, 1996, the Company had a backlog of orders it 
believed to be firm of approximately $1,400,000.


Employees

As of March 15, 1997, the Company had a total of 60 full-time employees 
between its headquarters in Syracuse, NY and its branch offices in 
Massena, Rochester and Albany, NY.  All employees of St. Lawrence 
Industrial Services, Inc., a wholly owned subsidiary, are covered by union
contracts.  The Company's union contracts are negotiated on an
annual basis and cover wages, vacations, working conditions  
and fringe benefits.  The Company has contracts with two 
union locals in the Massena area.
No other employees are currently covered by union contracts.  
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 Massena and Syracuse branch offices.  Manager contracts are 
negotiated on an annual basis and encompass 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

The Company's executive and branch office located in Syracuse, 
New York, occupy approximately 17,000 square feet leased from 
O'Brien and Gere Property Development, a related party,
at a current monthly rate of $7,167 including utilities.  
The terms of the lease extend through June 30, 1998 and does not 
contain an escalation clause.

Additionally, the Company leases approximately 6,400 square feet 
of office and garage space in Rochester, New York from Elam Sand 
and Gravel at a current monthly rate of $1,500 plus electrical
and gas charges.  The terms of the lease extend through 
August 31, 1997 and does not contain an
escalation clause.

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, ship and boiler room building; and two storage 
sheds.

The Company is currently pursuing the sale of its Massena property 
and is currently in negotiations with two independent parties 
interested in purchasing it.  (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.  Currently, the Company is unable to determine the extent 
of the contamination if any. 
Management plans to begin digging test sites on the property in the 
second quarter of 1997.  The Company believes the extent of the 
contamination is minimal and will not impair its ability to sell the
property.

The Company's owned equipment consists primarily of construction 
equipment such as vacuum trucks, tankers, forklifts, 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 form local equipment contractors.  The
Company also, from time to time, leases equipment to outside parties.

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 or its financial condition.

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

	     None

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 price for the shares of the Company's common 
stock of the following periods is as follows:

  Quarter Ended          High Bid                               Low Bid  

March 31, 1995              1 1/4                                 1/2
June 30, 1995                 3/4                                 5/8  
September 30, 1995          1                                     3/4        
December 31, 1995           1                                     3/4
March 31, 1996              1 1/8                                 5/8  
June 30, 1996                 7/8                                 3/8
September 30, 1996            5/8                                 1/8
December 31, 1996             5/8                                 1/8
March 15, 1997                5/8                                 1/8        

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, 1997, there were approximately 140 holders of record of 
the Company's common stock.

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

ITEM 6. SELECTED FINANCIAL DATA

											   Year Ended December 31

Statement of Operations Data

      			      1996           1995        1994        1993        1992

Revenues     $5,792,548   $7,145,587   $5,143,623  $4,648,574  $2,041,532
Net Loss     (1,553,320)    (847,037)  (1,131,139)  ($587,084)   (953,790)
Net Loss
Per Share         (.32)       ($.17)       ($.25)       ($.20)      ($.32)


		       	      1996          1995         1994        1993        1992
Balance 
Sheet Data                     (5)       (2)(3) & (4)   (2) & (3)           

Total 
Assets        $5,155,409   $5,527,547   $6,269,756   $5,610,187  $5,202,398
Long-Term 
Obligations     $875,000   $2,326,459   $1,681,686   $3,249,620  $3,182,871

(2) On March 2, 1994, a shareholder of the Company converted its 
$1.0 million long-term obligation to common stock.

(3)On March 2, 1994, the Company paid off its subordinate debt to a 
shareholder.  The long-term obligation as of December 31, 1993 was 
$681,516.

(4)April 6, 1994, the Company sold 170,000 shares of Common Stock 
for $255,000.

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

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

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1996, the Company had cash and cash equivalents of 
$19,077 as compared to $32,044 at December 31, 1995.

At December 31, 1996, the Company had a working capital deficit of 
$2,978,958 compared to a working capital deficit of $742,556 at 
December 31, 1995, with a current ratio of .4 to 1 at the end
of 1996 compared to .7 to 1 at the end of 1995.  The increase in 
the working capital deficit is primarily attributable to the 
default provisions in the Company's debt which has been classified 
as current as discussed below.

As a result of recurring operating losses during 1996, the Company's 
cash provided by financing activities was due primarily to proceeds 
from its line of credit with O'Brien & Gere Limited, an affiliate
of the Company.

For the year ended December 31, 1996, the Company's net cash used in 
operating activities was $371,140 versus net cash provided by operating 
activities of $308,694 in 1995. 

During 1996, the Company had capital purchases of $153,953 which 
were financed through operations and long term debt.  Capital 
expenditures consisted of several utility vehicles and a Vec
Loader which increased the Company's ability to provide dry vacuum 
services.

On May 31, 1996, the Company renewed  its $1,000,000 working capital 
line of credit with a bank.  The line of credit currently expires on 
May 31, 1997.  The Company expects to satisfy its liquidity
requirements in 1997, which are expected to consist of working 
capital requirements, principal and interest payments on debt and 
some small capital expenditures.  In order for the Company to achieve
these cash requirements, it will be necessary for the bank to renew 
the line of credit in May 1997. 
Although there can be no guarantees of its renewal, management believes 
that the bank will renew this credit facility.

Due to the significant amount of debt held by the Company, 
a significant rise in interest rates
could have an adverse effect on the Company's profitability and its 
ability to meet cash flow requirements.

On August 1, 1996, the Company entered into a modification with the 
bank that deferred principal payments on the first and second 
mortgages until February 1998.  In addition, interest
payments on its unsecured line of credit with O'Brien & Gere 
Limited have been deferred until February
of 1998.  The Company's ability to resume principal and interest 
payments on these obligations depends on its ability to meet its 
budgetary goals in 1997.

During 1996, the Company increased its existing unsecured line of 
credit with O'Brien & Gere Limited, an affiliate of the Company and a 
shareholder, to $1,000,000 due on March 1, 1998.  As of
December 31, 1996, there was an $875,000 advance against the 
line of credit.  Subsequent to year end,
the Company borrowed an additional $125,000 bringing the shareholder 
note up to $1,000,000.  In March of 1997, O'Brien & Gere Limited 
approved an additional $400,000 advance, $200,000 which is
immediately available to the Company and an additional $200,000 
which will become available in May
1997 subject to meeting certain budgetary goals.

Substantially all of the Company's debt is with one financial 
institution, and such agreements have cross default provisions.  
As a result of non compliance with covenants on certain of the debt,
all of the debt is deemed to be in default and callable by the Bank.  
Though the Bank has not at this date called the obligations, 
there can be no assurances that they will not exercise this right in the
future.

NEW PRESIDENT

During 1996, the Board of Directors conducted a national search for 
a new President.  After reviewing numerous candidates, the Board 
decided to hire Anthony R. Pongonis as the Company's new
President.  Since taking on this role in October of 1996, 
Mr. Pongonis has been focused on achieving
a higher sales volume for the Company while assembling a new 
management team to lead the Company into 1997.  

IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF.

The Company's financial statements reflect the non-cash impact 
of Statement of Financial Accounting Standards (SFAS) #121 which 
was adopted in 1996.  The non-cash charge as a result of the
adoption of SFAS #121 was $342,896.  $240,594 was related to 
equipment which was deemed non-usable in the third quarter and 
$102,302 related to the write down of an intangible non-current asset. 
As a result of the reduced carrying amount of these long-lived 
assets, depreciation and amortization expense is expected to be 
reduced by approximately $90,000 in 1997.

ASSETS HELD FOR SALE

Assets held for sale of $1,908,677 at December 31, 1996 consist 
principally of the Massena Port Facility ($1,828,677) and certain 
equipment ($80,000).  As discussed in Item 2 the Company believes the
extent of the contamination on this property is nimimal and will not 
impair its ability to sell the property.


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 occurred.  Currently, 
the Company uses the property for its Massena branch office headquarters,
equipment storage and its Aqueous Treatment/360 Facility.  Due to the 
significance of the carrying value of the property, the Company obtained 
an independent third party appraisal to support its
carrying value.  Such appraisal included an evaluation of sales that 
took place during the past twelve and eighteen months, plus a 
pending transaction.  It 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 has concluded that 
there is no impairment of the property's value at this time.

Management recognizes the potential debt reduction and generation 
of working capital if the property were to be sold.  As a result, 
management is actively pursuing the sale of the property and
realizes its value as both a petroleum storage facility as well as 
a non-petroleum products storage facility.  Currently, management 
is pursuing options with two independent parties who are interested
in the property for each of the above purposes.

EQUIPMENT

Management is actively pursuing the sale of certain equipment valued 
at $80,000.  Due to the nature of the equipment and the current demand 
for it, an impairment valuation is not deemed appropriate at this time.

1997 BUSINESS PLAN

Management has formulated a business plan which it believes will 
help the Company achieve both its revenue goal and overhead reduction 
plan for 1997.  There are no assurances that this
program will be successful.  Some of the specifics of the plan are 
outlined as follows:

Revenues

To increase sales volume, the Company has implemented a Master 
Service Agreement Plan. This plan will allow the Company to become 
listed on the preferred vendor lists of large industrial
customers.  The successful marketing of these plans will allow 
for recurring industrial services to these clients and provide a 
base workload for the Company.

In addition to the above, the Company is pursuing public projects 
in 1997.  In the past, OP-TECH has never aggressively pursued work 
in the public sector.  As a result of changing markets,
management believes the Company can be very competitive in the 
public sector and still yield a gross margin sufficient enough to 
meet budgetary goals.

Gross Margin

In addition to achieving a higher sales volume for 1997, management 
is focusing on attaining a gross margin sufficient enough to cover 
overhead expenses.  As the overall environmental market
has become very competitive, managing the type of work pursued 
has become a difficult challenge. 
Management believes it can achieve a proper mix of business during 
1997 to enable it to achieve a gross margin consistent with its goals.

Overhead Reduction

Management has taken and will continue to take the necessary steps 
it deems appropriate to reduce corporate overhead.  Some actions 
taken by the Company during 1996 and early 1997 are
outlined as follows;

All staffing needs were reviewed and under utilized staff were 
released thus reducing overhead
wages.


The Company eliminated its in house drilling division as it found 
the demand for these services
to be at an all time low in its service area.

Several pieces of unused equipment were sold during 1997 which 
helped generate approximately $40,000 in additional operating cash.  
In addition, the Company has since paid down $82,000 of debt related 
to this equipment.

Overhead items such as shop supplies, shop labor and non-project 
expenses have been held to a minimum in 1997.

Although there can be no assurances of the Company's ability to 
meet its cash requirements during 1997, management believes achieving 
certain revenue, gross margin and overhead reduction
goals set forth in its 1997 operating budget will allow the Company 
to meet the necessary cash requirements to enable it to continue as 
a going concern.

Results of Operations

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

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 form cost 
reduction programs; sell the Massena Property and utilize its 
facilities and work force profitability in the face of intense 
price competition.

The Company's operations may be affected by the commencement and 
completion of major site remediation projects; seasonal fluctuations 
due to weather and budgetary cycles influencing the
timing of customers' spending for remedial activities; 
the timing of regulatory decisions relating to
hazardous waste management projects'; changes in regulations 
governing the management of hazardous waste and secular changes in 
the waste processing industry towards waste minimization
and the propensity of delays in the remedial market.  As a result 
of these factors, the Company's revenue and income could vary 
significantly form quarter to quarter, and past financial performance
should not be considered a reliable indicator of future performance.

The Company's business has not been significantly affected by 
inflation during the periods discussed below.

1996 COMPARED TO 1995

Revenues

During the year ended December 31, 1996, the Company's revenues 
decreased 19% to $5,792,548 compared to $7,145,587 reported for 
the previous year ended December 31, 1995.  A
comparison of revenues by business type between the current and 
prior year shows the following. 
The asbestos abatement and demolition business remained stable 
due to an award of a large asbestos abatement contract in the 
fourth quarter.  The hydrogeological and drilling business decreased
significantly due to the lack of enforcement of governmental 
regulations during the year.  The Company has since eliminated its 
in-house hydrogeological division and is currently subcontracting
these services to another company.  Industrial cleaning services 
rose slightly during the year as the Company began to refocus its 
marketing effort in this area.  The Company's Emergency Spill Response
revenue decreased significantly during 1996 as there were fewer 
emergency response calls than in 1995.  Finally, the Company saw a 
slight decrease in the transportation and disposal business during
the year.

Project Costs and Gross Profit

Project costs for the year ended December 31, 1996 decreased 15% 
to $4,036,846 from $4,756,576 for the year ended December 31, 1995.  
The decrease in project costs is attributable primarily to decreased 
revenues.  The gross profit margin for the year ended December 31, 
1996 was 30.3% versus 36.8% for the year ended December 31, 1995.  
The decrease in the gross profit margin is attributable to 
increasingly competitive market conditions which have forced the 
Company to bid jobs at a lower gross profit margin than in past 
years.  In addition, several large projects during 1995
contributed to an overall higher gross profit margin.

Selling, General and Administrative Expenses

During the year ended December 31, 1996 selling, general and 
administrative expenses decreased 9.6% to $2,593,996 compared 
to $2,871,719 reported for the previous year ended December
31, 1995.  The decrease is mainly attributable to a reduction 
in personnel.

Operating Loss

For the year ended December 31, 1996, the Company's operating loss 
increased to $1,181,190 compared to a loss of $482,708 for year ended 
December 31, 1995.  The increase in the operating loss
is attributable to an overall lower sales volume in 1996 and a lower 
gross margin on sales due to an increasingly competitive market.  
In addition, the Company incurred a non-cash charge of $342,896
related to the write-down of certain equipment and intangible assets 
during 1996.

Interest Expense

Interest expense decreased slightly in 1996 to $357,173 from 
$357,460 in 1995.  Interest expense on short term borrowings increased 
during 1996 as a result of an increase in the Company's line of
credit borrowings with an affiliate.

Net Loss

The net loss for the year ended December 31, 1996 was $1,553,320 
($.32 per share) compared to $847,347 ($.17 per share) in 1995.  
As a result of the Company's net operating loss, there was no
provision for federal income taxes recorded in 1996.

1995 COMPARED TO 1994

Revenues

During the year ended December 31, 1995, the Company's revenues 
increased by 38.9% to $7,145,587 compared to $5,143,623 reported 
for the previous year ended December 31, 1994.  A
comparison of revenues by business type between the current and 
prior year shows the following. 
The asbestos abatement and demolition business increased due to 
a large contract with an affiliated party.  The hydrogeological and 
drilling business increased due to a high volume of governmental
contracts during 1995.  Finally, the Company's emergency spill 
response revenue rose significantly due to several large fuel 
truck spills which occurred throughout the year.  The Company also saw a
moderate increase in the transportation and disposal business while 
the industrial cleaning business only experienced a slight increase.


Project Costs and Gross Profit

Project Costs for the year ended December 31, 1995 increased 32.5% 
to $4,509,328 from $3,402,744 for the year ended December 31, 1994.  
The increase in project costs is attributable primarily
to increased revenues.  The gross profit margin for the year ended 
December 31, 1995 was 36.8% versus 33.8% for the year ended 
December 31, 1994.  The increase in the gross margin is attributable
to a greater number of projects which were labor and equipment 
intensive during 1995.

Selling, General and Administrative Expenses

During the year ended December 31, 1995, selling, general and 
administrative (S,G & A) expenses increased by 20.5% to $3,118,967 
compared to $2,589,287 reported for the previous year ended
December 31, 1994.  The increase in SG & A is mainly attributable to 
an increase in bad debt write offs, depreciation expense and added 
personnel.  In addition, the Company wrote off the remaining value
of its customer list and organization costs in the amount of $107,000.  
SG & A as a percent of revenue decreased to 43.6% in 1995 versus 50.4% 
for 1994.

Operating Loss

For the year ended December 31, 1995, the Company's operating loss 
improved by 43.1% to $482,708 compared to a loss of $848,408 for 
the year ended December 31, 1994.  The improvement in
the operating loss is attributable to increased revenues and a higher 
gross profit margin in 1995.

Interest Expense

Interest expense increased 23.1% in 1995 to $357,460 from $290,453 
in 1994 as a result of increased borrowings by the Company principally 
to finance capital purchases.

Net Loss
The net loss for the year ended December 31, 1995 improved to 
$847,037 ($.17 per share) from $1,131,139 ($.25 per share) in 1994.  
As a result of the Company's net operating loss, there was no
provision for federal income taxes recorded in 1995.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company and the report 
of Coopers & Lybrand L.L.P. 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 May 30,
1996 for a term of one year.


Name, Age                   Year First
Principal Occupation         Elected          Certain Other Information

Terry L. Brown (45)
Vice President                1991      Mr. Brown has served his present 
					position as Vice President since
					November 1991.  He has served as 
					President of O'Brien & Gere
					Technical Services since 
					September 1991.  He has served as a
					director of O'Brien & Gere 
					Limited since August of 1991.  From
					1988 to September 1991, 
					he served as Vice President 
					and General Manager of O'Brien 
					& Gere Technical Services.

Richard L. Elander (55)
Vice President                1991      Mr. Elander has served his 
					present position as Vice 
					President and General Manager 
					since June 1994.  He also 
					served as Chief Executive 
					Officer from November 1991 
					to June 1994.  Mr. Elander
					serves as a Director of 
					O'Brien & Gere Limited 
					since August 1991. 
					From prior to 1988, Mr. 
					Elander served as President 
					of O'Brien & Gere Operations.

John R. Loveland (59)
Chairman of the Board and
Chief Executive               1994      Mr. Loveland has served his 
Officer                                 present position since June 1994. 
					He has been a director of 
					O'Brien & Gere Engineers Inc. 
					since 1973, he served as 
					President of O'Brien & Gere 
					Engineers Inc. from 1980 to 
					December 1992.  He has 
					been Chairman of the
					Board of O'Brien & Gere 
					Limited since 1989.

Cornellus B. Murphy, Jr. (51)
President                     1991      Mr. Murphy has served his 
					current position since June 
					1994.  He previously served 
					as the Company's Chairman of 
					the Board from November of 
					1991 to June 1994.  Mr. 
					Murphy is a Director
					of O'Brien & Gere Limited 
					since 1985 and President of 
					O'Brien & Gere Engineers, 
					Inc. since 1992.  Prior to 
					that, Mr. Murphy
					served as Senior Vice 
					President of O'Brien & Gere 
					Engineers Inc.
					and Chairman of the Board 
					of O'Brien & Gere Technical 
					Services Inc. since 1992.  
					From 1982 to 1992, Mr. Murphy 
					served as President of 
					O'Brien & Gere Technical 
					Services Inc.

Steven A. Sanders (51)
Director                     1991       Mr. Sanders is President of 
					the Law Office of Steven A. 
					Sanders P.C. 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
					Srerchio.

EXECUTIVE OFFICERS OF THE COMPANY

 Name                      Age  Position Held 

John R. Loveland           59   Chairman of the Board and C.E.O.
Cornelius B. Murphy, Jr.   51   President
Anthony R. Pongonis        44   President
Terry L. Brown             45   Vice President
Richard L. Elander         55   Vice President and General Manager
Dennis S. Lerner           50   Secretary
Joseph M. McNulty          42   Treasurer

Mr. Pongonis was hired during the fourth quarter of 1996.  
He has over twenty-five years of experience in the environmental 
services market.

Richard L. Elander, Cornelius B. Murphy, Jr. and Terry L. Brown 
resigned as officers of the Company on December 31, 1996.  
Each of them continues to remain directors of the Company.

Mr. Lerner has served his present position since February of 1994.  
Mr. Lerner is Assistant Secretary of O'Brien & Gere Engineers Inc. 
a wholly owned subsidiary of O'Brien & Gere Limited and
serves as O'Brien & Gere Engineer's in-house legal counsel.  
He has held this position since 1990.

Mr. McNulty has served his current position since February 1993.  
Mr. McNulty is the Vice President of Finance of O'Brien & Gere Limited 
since April of 1995 and serves as a Director of O'Brien &
Gere, Inc. of North America.

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

					       Long Term Compensation  
		  Annual Compensation         Awards         Payments  
				     Other
Name and                             Annual     #      LTIP  All Other
Principal Position  Year  Salary     Comp.  Options  Payouts Comp.(1) 
John R. Loveland    1996  $ 16,800     -0-   50,000    -0-     -0-
Chairman and CEO    1995  $ 24,960     -0-   50,000    -0-     -0-
		    1994  $ 12,480     -0-     -0-     -0-     -0-

Richard L.Elander   1996  $100,564     -0-  100,000    -0-    $6,946
Vice President      1995  $105,957     -0-  100,000    -0-    $5,575
		    1994  $123,325     -0-    -0-      -0-    $4,508           

(1) Amounts shown consist of the Company's contribution to the 
Company's 401(k) Profit Sharing Plan.

Year End Option Table

The following table sets forth certain information regarding 
stock options held as of December 31, 1996 by the named executive 
officers.  
					   Number of Securities    
					  Underlying Unexercised   
		     Shares             Options at Fiscal Year End   
												    
		   Acquired on   Value    Exercisable  Unexercisable
Name               Exercise #   Realized     #             #                
									 
John R. Loveland                            50,000        -0-             
Richard L. Elander                         100,000        -0-                 



					  Value of Unexercised
					  In-the-Money Options
					  Options at Fiscal Year-End (1)

					  Exercisable   Unexercisable
					      #                #

					     -0-              -0-
					     -0-              -0-


(2)The options for all Executive Officers were out-of-the -
money on December 31, 1996 as the exercise price of the options 
exceeded the closing price of the Company's Common Stock as
reported by the National Quotation Bureau Inc.

Compensation of Directors

Directors of the Company are paid $500 for each quarter plus 
reimbursement for their actual expenses incurred in attending 
meetings.  During 1996, the Company paid its 1995 Directors fees in the
following manner, two directors were issued 757 shares of stock and 
$864 in cash, one director was paid in 757 shares of stock and two 
directors were paid nothing.  The fair value of the stock on the
issue date was $.62 per share.  At December 31, 1996 the Company has 
accrued the remaining portion of its 1996 Directors Fees 
which remain unpaid.

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, 1997 
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, 1997, 4,854,497 shares 
of Common Stock, par value $.01 per share were outstanding.  Each
share of Common Stock is entitled to one vote.

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

O'Brien & Gere Limited
5000 Brittonfield Parkway        2,068,200   (2)   42.6%
Syracuse, NY 13220

Richard L. Elander
3613 Melvin Drive South          428,608   (3)(7)   8.9%
Baldwinsville, NY 13027

Terry L. Brown                    50,000   (4)(7)   < 1%

Cornelius B. Murphy Jr.              667   (7)      < 1%  

Steven A. Sanders                 25,552   (5)(7)   < 1%

John R. Loveland                  96,000   (6)(7)   1.0%

All Officers & Directors
as a Group (7 persons)           (4)(5)(6)(8)

(1) Except as set forth in (2) below, the beneficial owners 
have sole voting and investment power over the shares owned.

(2) 1,397,059 of these shares are pledged as collateral to 
OnBank & Trust Company, Syracuse, New York to secure the 
Corporation's Commercial Mortgage Loan in the principal amount of
$1,150,000.  For so long as these shares are pledged to OnBank 
& Trust Company and the Corporation is not in default in the 
payment of principal and interest on the Commercial
Mortgage Loan.  O'Brien & Gere Limited ("Limited") shall have 
the right to continue to vote the pledged shares on all matters.  
The pledge will terminate on December 31, 1996 or on any
subsequent fiscal year, provided certain revenue, income, 
and balance sheet ratios are achieved, and there are no material 
adverse factors in the financial condition of the
Corporation as reasonably determined by OnBank & Trust Company.

(3)Includes currently exercisable options to purchase 100,000 
shares.  Does not include 2,068,200 shares owned by Limited of 
which Mr. Elander is a director.

(4)Includes 50,000 shares issuable upon exercise of currently 
exercisable stock options.  Does not include 2,068,200 shares 
owned by Limited of which Mr. Brown is a director.

(5)Does not include 200 shares which are owned by Mr. Sanders' 
wife as custodian for the son as to which Mr. Sanders disclaims 
beneficial ownership.

(6)Includes 50,000 shares issuable upon exercise of currently 
exercisable options.  Does not include 2,068,200 shares currently 
owned by Limited of which Mr. Loveland is a director. 
Includes 46,000 shares owned by Mr. Loveland's wife as to which Mr. 
Loveland disclaims beneficial ownership.

(7) Director

(8) Includes 50,000 shares issuable upon exercise of currently 
exercisable options in the name of the following executive officers: 
Joseph McNulty, Treasurer and Dennis Lerner, Secretary.

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, 1998.  
Total rent expense incurred in 1996 amounted to
$88,992.

During 1996, the Company provided approximately $1,110,000 of 
remediation, sub-contract support and project services to O'Brien 
& Gere Limited, an affiliated party.  Services provided to O'Brien
& Gere Limited were at competive rates which are bid on a 
project by project basis.

The Company purchases technical, accounting and consulting services 
from O'Brien & Gere Limited, an affiliated party.  
The costs for these services amounted to $150,743 in 1996.

The Company had a $1,000,000 unsecured line of credit with O'Brien 
& Gere Limited, an affiliated party, due on March 1, 1998.  
Interest is payable at prime plus 2%.  Interest expense amounted to
$59,453 for 1996.

Steven A. Sanders, a director of the Company, is President of The 
Law Offices of Steven A. Sanders, P.C. which has provided 
professional services to the Company since August of 1991, and it is
anticipated that it will continue to do so.

										 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, 1996 and 1995.   F-2
	     Consolidated Statements of Operations for the years 
	     ended December 31, 1996, 1995 and 1994.                      F-3
	     Consolidated Statements of Shareholders' Deficit for the years 
	     ended December 31, 1996, 1995 and 1994.                      F-4
	     Consolidated Statements of Cash Flows for the years 
	     ended December 31, 1996, 1995 and 1994.                      F-5
	     Notes to Consolidated Financial Statements.                  F-6


(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.

(21)         Subsidiaries of the Company: 
	     St. Lawrence Industrial Services Inc.
	     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, 1996.

(c)          Exhibits
	     (10) - Union and Employment Contracts

									      SIGNATURES


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


									      OP-TECH Environmental Services, Inc.
											   (Registrant)


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


January 9, 1998

Pursuant to the requirements of the Securities 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 9th day of January, 1998.



/s/ John R. Loveland                                       
John R. Loveland  Director and Chairman of the Board
											       (Principal Executive Officer)


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



/s/ Terry L. Brown                                         
Terry L. Brown              Vice President and Director



/s/ Richard L. Elander                                     
Richard L. Elander           Vice President and Director



/s/ Steven A. Sanders                                      
Steven A. Sanders            Assistant Secretary and Director



/s/ Joseph M. McNulty                                      
Joseph M. McNulty   
Treasurer






COOPERS & LYBRAND 

INDEPENDENT AUDITORS' REPORT



Shareholders and Board of Directors

OP-TECH Environmental Services, Inc. and Subsidiaries


We have audited the accompayning consolidated balance sheets of OP-TECH 
Environmental Services, Inc. and Subsidiaries as of December 31, 1996 
and 1995, and the related consolidated statements of operations, 
shareholders' deficit, and cash flows for the years then ended.  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 in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain resonable 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.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statementst referred to 
above present fairly, in all material respects, the consolidated
financial position of OP-TECH Environmental Services, Inc. and
Subsidiaries at December 31, 1996 and 1995, and the consolidated 
results of their operations and their cash flows for the years ended
December 31, 1996 and 1995, in conformity with generally accepted
accounting principles.

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 has
suffered recurring losses from operations and has a net capital 
deficiency that 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 statemetns do not include any 
adjustments that might result from the outcome of this uncertainity.

As discussed in Note 5 to the consolidated financial statements, in
1996 the Company changed its method of accounting for the impairment
of long-lived assets.

Coopers & Lybrand LLP
Syracuse, New York
April 2, 1997

						    
ERNST & YOUNG

Independent Auditors Report

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

We have audited the consolidated statements of operations, shareholders'
equity and cash flows of OP-TECH Environmental Services, Inc. and 
subsidiaries for the year ended December 31, 1994.  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards 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.  An audit also includes assessing the accounting
principles used and significant estimates made by managment as well as 
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements of OP-TECH 
Environmental Services, Inc. and subsidiaries referred to above 
present fairly, in all material respects, the consolidated results of
their operations and their cash flows for the year ended December 31, 
1994, in conformity with generally accepted accounting principles.


Ernst & Young LLP
Syracuse, N.Y.
March 15, 1995

OP-TECH Environmental Services, Inc. and Subsidiaries

Consolidated Balance Sheets
December 31, 1996 and 1995

		ASSETS                            1996            1995

Current Assets:
  Cash and cash equivalents     $   19,077     $  32,044
  Accounts receivable 
  (net of allowance for
  doubtful accounts of
  approximately $33,000
  in 1996 and $31,000 in 1995):
      Unaffiliated parties          890,028     1,064,689
      Affiliated parties            658,690       196,270
					                             1,548,718     1,260,959

  Costs on uncompleted projects 
  applicable to 
  future billings                   100,941       102,199
  Prepaid expense                   117,082       114,535
  Other assets                      151,418        57,308
      Total current assets       $1,937,236    $1,567,045


  Property and equipment, net     1,234,949     3,765,017
  Assets held for sale            1,908,677             0
  Other Assets                       74,547       214,882
	 
		                       		       5,155,409     5,546,944
	 
	 LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Notes payable to bank           $  971,000   $   780,000
  Accounts payable:
    Unaffiliated parties             954,066       681,161
    Affiliated parties               112,997        10,242
					                             $1,067,063       691,403
  Billings in excess of 
  costs and estimated profit 
  on uncompleted contracts           238,063       149,202
  Accrued payroll and related
                 liabilities         208,385       125,281
  Accrued expenses and
  other liabilities                  233,562       147,632
  Current portion of long-term 
  debt                             2,198,121       416,083
    Total current liabilities      4,916,194     2,309,601

Long-term debt                         0         2,081,459  
Long-term notes 
payable - affiliate                  875,000       245,000
    Total liabilities              5,791,194     4,636,060

Shareholders' deficit:
  Common stock, par value $.01 per share; 
  authorized 7,500,000 shares; 4,854,497 
  and 4,850,058 and shares outstanding as 
  of December 31, 1996 and 1995, 
  respectively                        48,535        48,500
  Additional paid-in capital       4,491,773     4,485,157
  Accumulated deficit             (5,176,093)  (3,622,773)
                             						 (635,785)      910,884 

                             						$5,155,409   $5,546,944

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








OP-TECH Environmental Services, Inc. and Subsidiaries
Consolidated Statements of Operations
Years Ended December 31, 1995 and 1994



                  				 1996             1995             1994

Project billings
 and services        $5,792,548       $7,145,587       $5,143,623  
Project Costs         4,036,846        4,756,576        3,554,744

    Gross margin      1,755,702        2,389,011        1,588,879

Selling, general and 
administrative
expenses              2,593,996        2,871,719        2,437,287 
Prvision for
impairment of
long-lived asset        342,896                                     

    Operating loss   (1,181,190)        (482,708)        (848,408)

Other income and expense:
  Interest income                                            8,699
  Interest expense     (357,173)        (357,460)         (290,453)
  Other income
  (expense), net        (14,957)          (3,503)            2,923

                    				(372,130)        (360,963)        (278,831)

Loss before 
income taxes           (1,553,320)        (843,671)      (1,127,239)

State income taxes                           3,366            3,900

NET LOSS               $(1,553,320)     $ (847,037)      $(1,131,139)

Net loss per share          $(.32)          $(.17)            $(.25)



OP-TECH Environmental Services, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
Years Ended December 31, 1996, 1995 and 1994

                           				  1996             1995             1994
Operating activities:
  Net loss                   $(1,553,320)     $ (847,037)      $(1,131,139)
  Adjustments to reconcile net
   cash (used in) provided by
   operating activities:
    Provision for loss on 
     accounts receivable         131,290         126,334            61,906
    Depreciation and 
     amortization                486,021         728,438           526,182
    Provision for impariment
     of long-lived assets        342,896      
    Loss on disposal of 
    equipment                                        3,770           4,600
    (Increase) decrease in operating
     assets and increase (decrease)
     in operating liabilities:
       Accounts receivable      (419,049)         338,765          (829,025)
       Costs on uncompleted
       projects applicable
       to future	billings          1,258           (1,141)           57,740
       Prepaid expenses and 
       other	assets                6,209           (2,743)          (97,812)
       Billings and 
       estimated profit
	      in excess of costs of
	      uncompleted contracts      88,861          (18,221)          167,423
       Accounts payable 
       and other
      	accrued expenses          544,694          (19,471)           96,540
  Net cash (used in)
  provided by 
  operating activities         (371,140)           308,694        (1,143,585)

Investing activities:
  Purchases of property and
   equipment                   (153,953)         (503,640)          (492,521)
  Proceeds from sale of
   property and equipment                            5,707
  Increase inorganization 
   costs/other                                     (3,583)
  Maturity of certificates 
   of deposit                                                        255,000
     Net cash used in investing
      activities                (153,953)         (497,933)         (241,104)
			  
Financing activities:
  Proceeds from notes payable
   to banks and long-term
   borrowings, net of 
   financing costs             1,732,000           231,621         1,387,288
  Proceeds from notes payable
   to affiliates                 630,000           140,000           250,000
  Principal payments on
   long-term borrowings to
   affiliates                                                      (145,000)
  Principal payments on
   subordinated debt due
   to related party                                                (875,000)
  Principal payments on
   current and long-term
   borrowings                (1,856,525)         (310,998)         (609,917)
  Prceeds form issuance of
   common stock                   6,651             4,512         1,519,374
      Net cash provided by
       financing activities     512,126            65,135         1,526,745

  (Decrease) increase in
   cash and cash equivalents   (12,967)         (124,104)          142,056

Cash and cash equivalents at 
  beginning of year             32,044           156,148            14,092

    CASH AND CASH EQUIVALENTS
     AT END OF YEAR         $   19,077      $     32,044        $  156,148


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


1.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

OP-TECH Environmental Services, Inc., a Delaware corporation and
Subsidiaries (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 two subsidiaries, St. Lawrence Industrial Services,
Inc., a New York corporation and OP-TECH Environmental Services,
Ltd., a Canadian subsidiary.

Principles of Consolidation

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

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles 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 5, 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 may have a material effect on the conclusions reached
and the 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

Predominately, contracts are short-term in nature, less than
three months, and revenue is recognized as the costs are
incurred and billed.  Income on long-term contracts is
recognized on project billings based 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 the 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 $428,989, $1,777,468 and $570,720 in 1996, 1995 and 1994,
respectively.  Accounts receivable at December 31, 1996, 1995
and 1994 include $164,439, $157,027 and $232,716, respectively,
from this customer.

For the year ended December 31, 1996 two individual customers,
including one shareholder, generated approximately $1,538,952,
or 27% 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 less cost to sell. The fair value of the
assets held for sale, which comprise of principally the Massena
property, is substantially determined by an independent
appraisal.

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 values of the
Company's non-traded fixed-rate long-term debt are estimated
using discounted cash flow analysis, based upon the Company's
current incremental borrowing rates for similar types of
borrowing arrangements.


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.

Net Loss Per Share

Net loss per share is based on the average number of common and
common equivalent shares outstanding during the period.  The
weighted average number of shares outstanding is 4,851,614 in
1996, 4,848,834 in 1995 and 4,455,364 in 1994, therefore, both
primary and fully diluted earnings per share were calculated
using the same number of weighted average common shares
outstanding.

Impairment of Long-Lived Assets

In March 1995, the Financial Accounting Standards Board ("FASB")
issued Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets to Be Disposed Of ("FAS
121"), for fiscal years beginning after December 15, 1995.  This
statement requires long-lived assets and certain identifiable
intangibles, to be held and used by the Company and assets to be
disposed of by the Company, to be reviewed for impairment
whenever events or changes in circumstances indicate the
carrying amount of an asset may not be recoverable.  As a result
the Company's assets classified as assets held for sale and
assets to be held and used have been evaluated in accordance
with the provisions of SFAS 121.

Reclassification

Certain amounts in the 1995 financial statements have been
reclassified to conform to 1996 presentation.



2.              BUSINESS OPERATIONS

As reflected in the accompanying financial statements, the
Company has suffered recurring losses from operations since
inception, has a working capital deficiency at December 31,
1996, and a negative capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

Substantially all of the Company's debt is with one financial
institution, and such agreements have cross default provisions. 
As a result of non compliance with covenants on certain of the
debt, all of the debt is deemed to be in default and callable by
the Bank.  Though the Bank has not at this date called the
obligations, there can be no assurances they will not exercise
their right in the future.  In addition, the Company's
$1,000,000 revolving loan is subject to annual renewal in May
1997.  Accordingly, all debt related to this Bank has been
classified as current.

Management's plans with respect to its ability to continue as a
going concern cover the following significant areas.  First of
all, there has been a change in the leadership at the Company
intended to refocus the Company on growth and profitability. 
Secondly, the new leadership has put together a budget for 1997
that, if achieved, will provide sufficient cash flow to meet its
obligations when they come due, when considered in connection
with the financing plans discussed below.  This budget includes
three main points of focus: increasing revenues, maintaining its
gross profit margin, and continued reduction in operating
expenses.

In order to achieve its budgeted revenue goals, the Company is
focusing on developing relationships with large industrial
customers to ensure the Company is on their preferred vendor
lists.  The Company believes this will allow for more recurring
core service revenue from this base of companies.  In addition,
the Company is aggressively pursuing public projects, a market
segment not pursued in the past.

With respect to gross margin, the Company has eliminated certain
product lines not able to generate sufficient margins to warrant
continued management focus.  All efforts are now being focused
on those projects whereby the Company is able to be both
competitive and be able to realize historical margin levels.

The Company has been engaged in continuous efforts to reduce its
fixed operating expenses.  The 1997 budget includes goals to
reduce fixed costs by a further ten percent.  The Company is
also looking at under utilized assets that could be sold to
raise additional funds.

With respect to its financing agreement, the Company has entered
into a modification agreement with the Bank deferring principal
payments on the first and second mortgages until February 1998. 
This amendment has reduced the Company's cash flow requirements
for 1997.  If the Bank, and other creditors, do not call their
debt, as a result of the covenant defaults, then the principal
payments due for 1997 on all debt obligations will be $217,583.

Subsequent to year end, the Company borrowed an additional
$125,000 from its largest Shareholder, bringing the Shareholder
note up to $1,000,000.  In addition, the Shareholder has
committed to advance an additional $200,000 in convertible
debentures today, and another $200,000 in convertible debentures
after May 1, 1997, contingent upon the occurrence of certain
events.<PAGE>
Notes to Consolidated Financial Statements

Based on achieving the Company's 1997 budget, availability of
additional financing from a Shareholder, renewal, under similar
terms, of the Company's revolving loan and anticipating the Bank
will not call its debt obligations, management believes that
there will be sufficient cash flow to meet its obligations when
they come due.  However, there can be no assurances the Company
will be able to increase its revenues, maintain its gross margin
and achieve its cost reductions to achieve its 1997 budget, nor
that the Bank will renew its revolving loan and not call its
debt obligations during 1997.  In the event any one or
combination of the above events do not occur, the Company may
not be able to meet its obligations as they come due.



3.              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 $150,743, $122,924 and $162,012 in 1996, 1995 and
1994, respectively.  

Additionally, the Company provided $1,109,963, $1,637,499 and
$1,059,362 of remediation, sub-contract support and project
services to a shareholder and its affiliates for the years
ending December 31, 1996, 1995 and 1994, respectively.

Interest expense on an unsecured line of credit with a
stockholder was approximately $59,500, $16,000 and $26,500 in
1996, 1995, and 1994, respectively.

In connection with the bank financing arrangement, a certain
shareholder has pledged to the bank, an aggregate of 1,397,059
shares of common stock of the Company owned by them, as security
for the Company's commercial mortgage and term loan.

See also Note 6 for additional related party transactions.


4.              PROPERTY, PLANT AND EQUIPMENT

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

			 1996                    1995    

														 

Land and improvements   $     -        $       1,117,761 

Building                      -                  833,833 

Furniture and fixtures    35,033                  34,334 

Office machines          133,920                 120,567 

Utility vehicles         184,941                 164,600 

Field equipment        1,909,347               2,586,632 

Aqueous treatment        332,909                 329,176 
System
		       2,596,150               5,186,903 

Less: Accumulated      1,361,201               1,421,886 
Depreciation
		   $   1,234,949            $  3,765,017 



Depreciation expense amounted to $447,988, $471,811, and
$381,972 for 1996, 1995, and 1994, respectively.



5.              IMPAIRMENT OF LONG-LIVED ASSETS

Assets Held for Sale

As a result of the Company's operating losses, and the need to
increase cash flows, the Company decided, in the third quarter,
to actively pursue the disposal of under utilized assets.  The
largest assets to be disposed of is the Massena Port Facility. 
The Company acquired this asset in 1991 for the purpose of
developing a large aqueous treatment facility.  Based on an
independent appraisal, the Company has determined there is not
an impairment of the recorded value of this asset.  In addition,
the Company has identified certain non-critical equipment
expected to be sold in 1997.  This equipment was deemed to have
an impairment of approximately $240,000 and, accordingly in the
third quarter, the Company provided for such through a charge to
the income statement.

The components of Assets Held for Sale consist of the following:

Massena Port Facility   $ 1,828,677 

Equipment                    80,000 

               	  $       1,908,677 



Assets to be Held and Used

Due to the operating losses over the past years, the Company has
evaluated whether there is any impairment of its long-lived
assets in accordance with SFAS #121.  As a result of this
review, the Company wrote off approximately $100,000 of
intangible assets during the fourth quarter related to the
original purchase of Fourth Coast Pollution, Inc.  No further
write downs were deemed to be necessary by management at this
time.  Management will continue to monitor whether, as a result
of future events, any impairment of its assets has occurred.



6.              DEBT AND LEASE OBLIGATIONS

At December 31, 1996, the Company had a borrowing agreement that
provides for available borrowings up to $1,000,000 on a
revolving loan basis due in May of 1997, subject to certain
acceleration clauses.  The revolving loan is subject to renewal,
at the bank's option, in May of 1997.  Advances are based upon
85% of certain accounts receivable, as defined in the loan
document, plus 50% of the open project costs.  Borrowings
against the revolving loan aggregated $971,000 at December 31,
1996.  Interest is charged at prime plus 2% (10.25%).  The
Company also has an outstanding $29,000 letter of credit with a
bank at December 31, 1996.  The weighted average borrowing rates
under short-term credit facilities were 10.25% at December 31,
1996 and 10.5% at December 31, 1995.

Long-term debt is summarized as follows at December 31, 1996 and
1995:                                                                      

						  1996          1995    

Commercial mortgage note payable to a bank, 
due in monthly installments of $13,232 
commencing February 1998 and continuing
through July 2007, including interest 
at 9.5% through June 1997 and an interest 
rate equal to the prime plus 350 basis points
determined 45 days prior to the beginning of   
the next two five year periods, collateralized 
by land and building held for sale
having a net carrying value of $1,828,677. (a)                         
                                          						  $ 985,782     $ 1,013,386 

$1,000,000 unsecured line of credit payable to 
a Shareholder with interest and principal 
due March 1, 1998.  Interest is
accrued at prime plus 2% (10.25% at 1996). (c)      875,000         245,000  
						    

Term notes payable to a bank, due in 
monthly principal installments of $14,546 
plus interest through January 2000.  As
of February 2000 monthly interest payments 
of $7,208 plus interest through May 2000.  
Interest is at prime plus 2% (10.25% at 1996) 
and loan is collateralized by equipment with 
a net carrying value of $428,435.  (a)(b)           385,275         506,455 

Term note payable to a bank, due in monthly 
principal installments  of $2,438 plus 
interest through December 1999, with interest 
at prime plus 2%, collateralized by equipment with
a net carrying value of $102,866. (a)                89,417         115,999 

Term note payable to a bank, due in 
monthly principal installments of $5,952 
plus interest commencing February 1998
and continu- ing through November 2002 
with a balloon payment of $107,144 
due December 2002.  Interest is at 
prime plus 2% (10.25% at 1996) and 
loan is collateralized by a second 
mortgage on land and building held 
for sale having a net carrying value of                                     
$1,828,677.  (a)( b)                                452,381         500,000 

Various equipment installment obligations, 
due in aggregate monthly installment 
payments of $11,100, including interest
rates between 8.37% and 15%, collateralized 
by equipment with a carrying value                                         
of $321,607. (a)                                    285,266         361,702 

                                           					  3,073,121       2,742,542 

       	Less: Current portion                     2,198,121         416,083 

                                    				      $     875,000   $   2,326,459 

(a)     As a result of various subjective acceleration clause and
cross defaults in the debt agreements, all of the debt
obligations, other than the Shareholder line of credit, are
callable by the lenders.  As of the date of these financial
statements, none of the lenders have called such debt.

(b)     As of August 1, 1996, the Company entered into a
modification agreement with the Bank to defer principal payments
until February 1, 1998.  The Company is making interest payments
as prescribed by the original loan agreements.

(c)     Subsequent to December 31, 1996, the Company authorized the
issuance of $200,000 of unsecured convertible debt to be sold to
the Shareholder.  The conversion will be at the price of $1 of
debt per share of Company common stock.  Other terms of the debt
are currently being negotiated.  The Shareholder has
conditionally indicated its willingness to acquire an additional
$200,000 (for a maximum total of $400,000) of this convertible
debt, to be issued no earlier than May 1, 1997.

The carrying amounts and fair values of the Company's debt
obligations at December 31, 1996 are as follows:


Short-term debt obligations     $       1,846,000     $ 1,846,000 
Long-term debt obligations:                                                
Variable-rate obligations                 927,073         927,073
Fixed-rate obligations                  1,271,048       1,255,593 



Interest paid amounted to approximately $326,000, $357,000 and
$325,000 in 1996, 1995 and 1994, respectively.











Scheduled principal payments on long-term debt, assuming the
creditors do not call the debt, for the next five years are as
follows:

1997              $       217,583                          
1998                    1,285,423                        
1999                      333,805                          
2000                      223,191                          
2001                      161,108                          
Thereafter                852,011                          

			3,073,121                        



Subsequent to December 31, 1996 the Company sold approximately
$80,000 of equipment, the proceeds were utilized to reduce its
outstanding debt obligations.

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 1999.  Rent
expense incurred amounted to $120,314, $98,720 and $71,352 in
1996, 1995 and 1994, respectively.  Future minimum lease
payments under noncancelable operating leases are as follows:
1997 - $137,228, 1998 - $70,036, 1999 - $22,416.

The Company incurred non-cash debt and capital lease obligations
of $16,104 and $84,782 in 1996 and 1995, respectively, for the
acquisition of equipment.



7.              STOCK OPTIONS AND WARRANTS

The Company approved a 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, provides
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, at prices ranging from
$1.50 to $2.75 per share, 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
1996, 1995 and 1994:

					  Weighted        No. of 
					  Average         Shares 
					  Exercise        Under 
					  Price           Options 

														

	Balance at January 1, 1994         $2.75          175,000 

		   Options granted          2.43          275,000 

		   Options expired         (2.75)        (175,000) 

	Balance at December 31, 1994        2.43          275,000 

		   Options granted           -               - 

	Balance at December 31, 1995        2.43          275,000 

		   Options granted          1.50           25,000 

		   Options forfeited       (2.75)         (68,750) 

	Balance at December 31, 1996        2.59          231,250 




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 Company's stock 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 are not material, further
disclosures are not required.

On March 2, 1994, the Company issued to Summit Capital
Associates, Inc. two separate warrant certificates to purchase
146,250 and 125,000 shares, respectively, of common stock. 
These warrants were issued in connection with a certain advisory
service agreement in 1993.  These warrants are exercisable on or
after March 2, 1995 and on or before March 1, 1998 for a price
of $1.65 per share.

As of December 31, 1996, the Company has reserved a total of
502,500 shares of common stock for issuance under the agreements
discussed above.  No options or warrants have been exercised.



8.              INCOME TAXES

The Company has net operating loss carryforwards of
approximately $5,346,000 for income tax purposes that expire
through the year ending December 31, 2011.  State income taxes
and franchise taxes paid were $366 in 1996 and 1995.

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 their valuation allowance by $541,505 and
$321,667 in 1996 and 1995, respectively, due to the uncertainty
of realizing the deferred tax assets in future years.   The
Company has recorded a valuation allowance, amounting to the
entire net deferred tax asset, due to the historical losses
incurred by the Company.





Significant components of  the Company's deferred tax
liabilities and assets as of December 31, 1996 and 1995 are as
follows:
                            					    1996        1995    

	Deferred tax liabilities:                                                 

	Tax over book depreciation       $ 154,626    $ 212,075 

														 

	Deferred tax assets:                                                     

	Net operating loss carryforward  $1,817,757  $1,349,368        
	Accounts receivable reserve          11,259      10,586 

	Other                                22,643       7,649 

	Total deferred tax assets         1,851,659   1,367,603 

	Valuation allowance for                            
	deferred assets                  (1,697,033) (1,155,528) 

	Deferred tax assets                $ 154,626 $  212,075 

	Net deferred taxes                 $    0    $     0 







9.              EMPLOYEE BENEFIT PLAN

During 1992 the Board of Directors approved 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 $12,083, $10,108 and $7,310 in 1996, 1995 and 1994,
respectively, by the Company.  In addition, discretionary
compensation expense recognized by the Company at December 31,
1996 was approximately $18,000.


10.     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.

In connection with the ownership of the Massena Port Facility,
the Company has been negotiating over an extended period of
time, the details of a proposed consent order issued by the
State of New York Department of Environmental Conservation.  In
March of 1997, the Company signed the consent order which
requires the payment of a $5,000 penalty and to provide
remediation of any contamination at the site.  Due to the time
of year, the Company is unable to determine the extent of any
contamination.  The Company is planning to perform tests of the
site in the spring, at which time it will be in a better
position to determine the extent of any contamination.



EXHIBIT 10 COLLECTIVE BARGAINING AGREEMENTS AND EMPLOYMENT CONTRACTS


AGREEMENT EFFECTIVE JULY 1, 1997 BETWEEN 
ST. LAWRENCE INDUSTRIAL SERVICES, INC.
(HEREIN REFERRED TO AS "EMPLOYER/COMPANY")
AND LABORERS' INTERNATIONAL UNION OF NORTH
AMERICA - LOCAL #322 (HEREIN REFERRED TO AS 
"UNION") UNDER WHICH IT IS AGREED AS FOLLOWS:
ARTICLE I - DEFINITION
THIS AGREEMENT IS TO COVER ALL CHEMICAL WASTE
CLEANUP WORK AND OIL SPILL CLEANUP WORK DEFINED
AS INCLUDING BUT NOT LIMITED TO THE CLEANUP OF
HAZARDOUS WASTE IN INDUSTRIAL PLANTS, COMMERCIAL
BUILDINGS, RIVERS, LAKES, POOLS, PONDS, TANKS,
EARTH, STACKS, LAGOONS, AND INDUSTRIAL CLEANING.
THIS AGREEMENT COVERS ALL CLEANUP WORK ON 
INDUSTRIAL BUILDINGS WITHIN STANDARDS SET UP BY 
THE U.S. ENVIRONMENTAL PROTECTION AGENCY "LEVELS
OF PROTECTED" C AND D.
ARTICLE II - SCOPE AND WORK JURISDICTION
SECTION 1 THE SCOPE OF THE WORK OF THE LABORER/
TEAMSTER ON TOXIC OR HAZARDOUS WASTE REMOVAL 
LABORER/TEAMSTER COVERS ALL TASKS RELATED TO TOXIC
OR HAZARDOUS WASTE REMOVAL.  THIS INCLUDES, BUT IS
NOT LIMITED TO, THE HANDLING, CONTROL, REMOVAL,
ABATEMENT, ENCAPSULATION OR DISPOSAL OF TOXIC OR 
HAZARDOUS WASTE OR MATERIALS.  IN PERFORMING
THIS WORK, LABORERS/TEAMSTERS SHALL BE ASSIGNED
THE ERECTION, MOVING, SERVICING, AND DISMANTLING
OF ALL SCAFFOLDS AND BARRICADES; THE CONSTRUCTION, 
ERECTION, REMOVAL AND DISMANTLING OF ALL ENCLOSURES,
CHAMBERS, OR DECONTAMINATION UNITS REQUIRED
FOR THE REMOVAL OR CONTAINMENT OF HAZARDOUS WASTE
ON THE JOB OR PROJECT SITE; THE OPERATION
OF ALL TOOLS AND EQUIPMENT, INCLUDING, BUT NOT 
LIMITED TO GENERATORS, COMPRESSORS, AND VACUUMS
USED IN THE REMOVAL OF TOXIC OR HAZARDOUS WASTE
OR MATERIALS; THE LABELING, BAGGING, CARTONING, 
OR OTHERWISE PACKAGING OF MATERIALS FOR DISPOSAL;
THE DISPOSAL OF ALL SUCH MATERIALS TO ANY AUTHORIZED
DISPOSAL SITE; THE CLEANUP OF THE WORK OR PROJECT
SITE AND ALL OTHER WORK INCIDENTAL TO THE REMOVAL
AND/OR ENCAPSULATION OF TOXIC OR HAZARDOUS WASTE
OR MATERIALS.  ALL OF THE DESCRIBED WORK SHALL BE 
PERFORMED BY THE LABORER/TEAMSTER IN CONFORMANCE 
WITH ALL APPLICABLE FEDERAL, STATE, AND MUNICIPAL
STATUTES, REGULATIONS, ORDINANCES, STANDARDS AND 
SAFETY REQUIREMENTS.
ARTICLE III - UNION JURISDICTION
THIS AGREEMENT IS TO COVER ALL LABORERS, TEAMSTERS,
FOREMAN, AND EQUIPMENT OPERATORS AS WORK DEFINED
AS CHEMICAL OR HAZARDOUS WASTE CLEANUP AND OIL 
SPILL CLEANUP AND INDUSTRIAL CLEANUP.
ARTICLE IV - HOURS OF WORK AND OVERTIME
1 - EIGHT (8) HOURS SHALL CONSTITUTE A REGULAR WORKDAY
AND FIVE (5) SUCH EIGHT (8) HOUR DAYS MONDAY
THROUGH FRIDAY SHALL CONSTITUTE A REGULAR WORKWEEK.
2 - TIME AND ONE HALF (1 1/2) SHALL BE PAID
 FOR ALL HOURS WORKED IN EXCESS OF FORTY (40) HOURS
IN ONE (1) WEEK.
3 - TIME AND ONE HALF (1 1/2) SHALL BE PAID FOR 
ALL WORK ON SATURDAYS.
4 - DOUBLE TIME WILL BE PAID FOR ALL WORK PERFORMED
ON SUNDAY AND HOLIDAYS.
5 - IN THE EVENT AN EMPLOYEE REPORTS FOR WORK IN 
ACCORDANCE TO THE SCHEDULED TIME OR REQUIREMENTS, 
WITHOUT RECEIVING NOTICE PRIOR TO HIS SCHEDULED 
STARTING TIME, AND FINDS THERE IS NO WORK AVAILABLE 
HE SHALL RECEIVE TWO (2) HOURS SHOW UP TIME.
6 - IF THE EMPLOYEE STARTS WORK HE SHALL BE GUARANTEED
FOUR (4) HOURS.  IF HE WORKS BEYOND FOUR (4) HOURS
HE SHALL BE PAID FOR ACTUAL TIME WORKED.
7 - TWO (2) SHIFTS MAY BE WORKED IN TWENTY-FOUR (24)
HOURS AND SHALL BE OF EQUAL DURATION AND AT THE SAME
RATE.
8 - THREE (3) SHIFTS MAY BE WORKED IN TWENTY-FOUR
(24) HOURS AND SHALL BE AT THE RATE AND DURATION 
AS SET FORTH BELOW:
1ST SHIFT 8 HOURS WORK 8 HOURS PAY
2ND SHIFT 7 /12 HOURS WORK 8 HOURS PAY
3RD SHIFT 7 HOURS WORK 8 HOURS PAY
EACH SHIFT SHALL HAVE ONE HALF (1/2) HOUR FOR 
LUNCH.  WHEN THREE (3) SHIFTS ARE WORKED, THE SECOND
SHIFT AND THIRD SHIFT SHALL BE CONSIDERED FOR PAYROLL
PURPOSES AS HAVING WORKED IN THEIR ENTIRETY ON THE 
SAME DAY WHICH THE FIRST SHIFT STARTED.
9 -A) PAID HOLIDAYS TO BE OBSERVED ARE MEMORIAL DAY, 
INDEPENDENCE DAY, LABOR DAY, THANKSGIVING DAY, 
CHRISTMAS DAY, AND NEW YEARS DAY IRRESPECTIVE OF
THE DAY OF THE WEEK ON WHICH THE HOLIDAY MAY FALL.
B) ANY EMPLOYEE LAID OFF SEVEN (7) DAYS PRIOR TO A 
HOLIDAY SHALL RECEIVE HOLIDAY PAY, EXCEPT THAT IF A NEW
EMPLOYEE IS EMPLOYED BY AN EMPLOYER FOR NOT MORE THAN
TWO (2) DAYS DURING THIS PERIOD HE SHALL NOT BE 
ENTITLED TO HOLIDAY PAY.
C) A PERSON MUST WORK THE WORKING DAY BEFORE AND THE 
WORKING DAY AFTER A HOLIDAY TO RECEIVE HOLIDAY PAY.
HOWEVER, AN EMPLOYEE NOT ABLE TO REPORT BECAUSE OF 
PROVEN SICKNESS, DEATH IN THE IMMEDIATE FAMILY, OR
ACCIDENT SHALL BE ENTITLED TO HOLIDAY PAY.
D) ANY EMPLOYEE ORDERED OUT AND REPORTS FOR WORK ON A 
HOLIDAY SHALL BE PAID A MINIMUM OF EIGHT (8) HOURS PAY
AT DOUBLE TIME PLUS THE HOLIDAY PAY.
JULY 1, 1997 WAGE RATE WELFARE PENSION TRNG. DUES DED.
LABORER $12.00 $2.60 $1.80 $.20 - $.40
EQUIPMENT OPERATOR 12.90 2.60 1.80 .20 - .40
FOREMAN 13.90 2.60 1.80 .20 - .40
OIL SPILL ORIENTED WORK 10.00 2.60 1.80 .20 - .40
DUES PER HOUR DEDUCTION UPON RECEIPT OF SIGNED 
AUTHORIZATION CARD FROM EMPLOYEE.
1. WHEN AN EMPLOYEE DOES NOT FUNCTION AT THEIR
NORMAL DUTIES, HE WILL WORK ANY OTHER CAPACITY 
ASSIGNED BY THE COMPANY.
2. ALL EMPLOYEES WORKING IN A HIGHER CLASS OF PAY 
FOR ANY PART OF THE WORK DAY SHALL RECEIVE THE
HIGHER RATE FOR ALL HOURS WORKED ON THAT DAY.
3. IN THE EVENT A NEW JOB CLASSIFICATION IS CREATED
THE COMPANY SHALL NEGOTIATE WITH THE UNION
FOR PERMANENT RATE.
ARTICLE VI - VACATIONS
1. AFTER TWO (2) YEARS OR MORE THE EMPLOYEES
SHALL RECEIVE ONE (1) WEEK VACATION WITH 
PAY AT STRAIGHT TIME RATES AT THE REGULAR
FORTY (40) HOUR RATE.
ARTICLE VII - OUT OF TOWN WORK
1. WHEN EMPLOYEES ARE REQUIRED TO GO OUT-OF-TOWN,
OVERNIGHT OR LONGER, THE EMPLOYER WILL PAY ALL
LODGING AND FOOD EXPENSES.  HOWEVER, THE FOOD 
EXPENSE SHALL NOT EXCEED $25.00 PER DAY.  THE
EMPLOYEES WILL BE REQUIRED TO PRODUCE BONAFIDE
RECEIPTS.
ARTICLE VIII - PHYSICAL EXAMINATION
1. IF ANY EMPLOYEE IS REQUIRED TO HAVE A PHYSICAL
BEFORE AND AFTER PERFORMING WORK AT A PARTICULAR
JOB SITE THE COST OF SAID PHYSICAL SHALL ALSO 
BE THE RESPONSIBILITY OF THE EMPLOYER.
ARTICLE IX - UNION RIGHTS
1. THE UNION BUSINESS MANAGER SHALL APPOINT A WORKING 
SHOP STEWARD ON EACH SHIFT.  THE STEWARD WILL BE EMPLOYED
AT ALL TIMES ANY WORK IS PERFORMED OR ANY LABORERS ARE
NOTIFIED BY THE EMPLOYER OR EMPLOYER'S AGENT TO 
REPORT FOR WORK.  THE STEWARD SHALL NOT BE LAID OFF OR
FIRED FOR PERFORMING HIS DUTIES AS STEWARD WITHOUT
PRIOR APPROVAL OF BUSINESS MANAGER.
2. IT SHALL BE CONDITION OF EMPLOYMENT THAT ALL
EMPLOYEES OF THE EMPLOYER COVERED BY THIS AGREEMENT 
WHO ARE MEMBERS OF THE UNION IN GOOD STANDING ON THE
EFFECTIVE DATE OF THIS AGREEMENT SHALL REMAIN MEMBERS IN 
GOOD STANDING AND THOSE WHO ARE NOT MEMBERS
ON THE EFFECTIVE DATE OF THIS AGREEMENT SHALL 
ON OR AFTER THE EIGHTH (8TH) DAY, FOLLOWING THE
BEGINNING OF SUCH EMPLOYMENT BECOME AND REMAIN
MEMBERS IN GOOD STANDING IN THE UNION.
3. AUTHORIZED REPRESENTATIVES OF THE UNION
SHALL BE ALLOWED TO VISIT JOBS DURING WORKING
HOURS TO INTERVIEW THE EMPLOYER AND THE EMPLOYEES.
4. EMPLOYEES INJURED AT WORK OR DEVELOP SKIN RASH,
EYE BURNS, OR LUNG DISCOMFORT BECAUSE OF HANDLING
HAZARDOUS WASTE SHALL BE PAID FOR THE TIME SPENT 
GOING TO THE DOCTOR'S OFFICE FOR TREATMENT AT THE
TIME OF INJURY OR DISCOMFORT.  IF THE DOCTOR 
CERTIFIES, IN WRITING, THAT THE EMPLOYEE IS 
UNABLE TO RETURN TO WORK THAT DAY HE SHALL BE 
PAID FOR THE BALANCE OF THE WORK DAY.
ARTICLE X - WORK CONDITIONS
1. THE EMPLOYER SHALL FURNISH ALL NECESSARY 
TOOLS THAT THE EMPLOYEES ARE TO USE.
2. THE EMPLOYER SHALL FURNISH ALL RAINSUITS
AND HATS AND SLIPOVER BOOTS WHERE CONDITIONS
REQUIRE THEM WHICH SHALL REMAIN THE PROPERTY
OF THE EMPLOYER AND BE RETURNED AT THE
TERMINATION OF EMPLOYMENT.
3. THE EMPLOYER SHALL SUPPLY SPECIAL GLOVES 
FOR PERFORMANCE OF WORK NECESSITATING
THEIR USE.
4. THE EMPLOYER SHALL PROVIDE AND THE LABORERS
SHALL MAINTAIN CLEAN SANITARY TOILET AND DRINKING
FACILITIES.
5. THE COMPANY SHALL PROVIDE ANNUAL PHYSICAL
EXAMINATIONS PAID FOR BY THE COMPANY.
ARTICLE XI - SAFETY
1. A) NO EMPLOYEE SHALL BE REQUIRED OR ASSIGNED TO 
ENGAGE IN ANY ACTIVITY INVOLVING DANGEROUS CONDITIONS
OF WORK OR WITH A SUBSTANCE THAT HAS BEEN DEEMED
DANGEROUS TO A PERSONS HEALTH BY THE 
OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)
OR OTHER GOVERNMENTAL HEALTH REGULATIONS OR 
LEGISLATION UNLESS PROPER SAFETY EQUIPMENT IS 
PROVIDED BY THE EMPLOYER.
B) THE UNION AGREES TO COOPERATE WITH THE 
COMPANY IN ENCOURAGING EMPLOYEES TO 
OBSERVE SAFETY REGULATIONS PRESCRIBED
BY THE COMPANY AND TO WEAR PROPERLY 
FURNISHED SAFETY EQUIPMENT AS REQUIRED 
BY THE COMPANY AND TO WORK IN A SAFE
MANNER.
ARTICLE XII - PENSION, WELFARE FUNDS
1. A) THE EMPLOYER HEREBY AGREES TO CONTRIBUTE
THE AMOUNTS HEREIN PROVIDED FOR IN ARTICLE IV
OF THIS AGREEMENT TO LABORERS' LOCAL #322 WELFARE
AND PENSION FUNDS (HEREINAFTER REFERRED TO AS 
"FUND" FOR EACH HOUR PAID TO THE EMPLOYEE COVERED
BY THIS AGREEMENT.
B) THE EMPLOYER PARTY TO THIS AGREEMENT ACCEPT
THE TRUSTEES NOW SERVING ON SUCH FUND AND 
HEREBY WAIVE THE RIGHT TO NAME NEW, OTHER 
SUCCESSOR OR ADDITIONAL TRUSTEES.
2. A) IN THE EVENT THE EMPLOYER DOES NOT MAKE
CONTRIBUTIONS TO THE FUND AS PROVIDED HEREIN,
THE EMPLOYER AGREES THAT HE WILL BE CHARGED
WITH ALL NECESSARY LITIGATION AND ACCOUNTING
EXPENSES INCURRED BY THE TRUSTEES OF THE 
FUND IN COLLECTION THE MONIES DUE AND THAT A 
MONEY JUDGEMENT MAY BE RENDERED AGAINST SUCH
EMPLOYER FOR SUCH LITIGATION AND ACCOUNTING 
EXPENSES IN ADDITION TO A JUDGEMENT FOR UNPAID
CONTRIBUTIONS.
3 A) THE EMPLOYER SHALL FURNISH THE TRUSTEES
OF THE WELFARE AND/OR PENSION FUND WITH PERIODIC 
REPORTS SHOWING NAMES, SOC. SEC. NUMBERS, HOURS 
WORKED FOR EACH EMPLOYEE PERFORMING WORK COVERED
BY THIS AGREEMENT.  PAYMENTS SHALL BE MADE MONTHLY
AND DUE ON OR BEFORE THE FIFTEENTH (15TH) CALENDAR 
DAY OF THE MONTH FOLLOWING THE CALENDAR MONTH IN 
WHICH THE WORK IS PERFORMED.
4 THE BOOKS AND RECORDS OF THE EMPLOYER PERTINENT
TO HIS EMPLOYEES SHALL BE MADE AVAILABLE AT ALL
REASONABLE TIMES FOR INSPECTION AND AUDIT BY THE 
ACCOUNTANTS OF THE WELFARE FUND AND/OR PENSION FUND, 
INCLUDING WITHOUT LIMITATION, ALL PAYROLL SHEETS,
W-2 FORMS, NYS EMPLOYMENT REPORTS, SOC. SEC. REPORTS,
INSURANCE COMPANY REPORTS, AND SUPPORTING CHECK
LEDGERS, VOUCHERS, AND ANY OTHER ITEMS CONCERNING
PAYROLLS.  INSPECTION SHALL BE RESTRICTED TO A 
VERIFICATION OF PAYMENT MADE AND/OR DUE TO THE FUNDS.
ARTICLE XIII - DUES DEDUCTION
1. THE EMPLOYER SHALL DEDUCT FROM THE BASIC RATE
OF EMPLOYEES AS SET FORTH IN ARTICLE IV THE 
AMOUNT OF ($.40) FORTY CENTS PER HOUR STRAIGHT TIME 
HOURS AND/OR ($.60) SIXTY CENTS PER HOUR FOR
OVERTIME HOURS AS A BASIS FOR DUES DEDUCTION.
2. NO DEDUCTION SHALL BE MADE FOR DUES FOR ANY 
SUCH EMPLOYEE UNLESS THE EMPLOYEE HAS DEPOSITED
WITH EMPLOYER A COPY OF AN EXECUTED DUES DEDUCTION 
AUTHORIZATION FORM WHICH SHALL IN NO EVENT BY 
IRREVOCABLE FOR A PERIOD OF MORE THAN ONE (1)
YEAR OR THE TERMINATION DATE OF THIS AGREEMENT, 
WHICHEVER BE THE LESS.
3. THE EMPLOYER ASSUMES NO OBLIGATION WITH RESPECT TO 
OBTAINING THE DUES DEDUCTION AUTHORIZATION CARDS
SIGNED BY HIS EMPLOYEES, IT BEING UNDERSTOOD THAT THIS
IS THE DUTY AND OBLIGATION OF THE UNION.
4. THE UNION SHALL INDEMNIFY AND SAVE HARMLESS THE 
EMPLOYER AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, 
OR OTHER FORMS OF LIABILITY THAT SHALL ARISE OUT OF 
OR BY REASON OF ACTION TAKEN OR NOT TAKEN BY THE 
EMPLOYER IN RELIANCE UPON DUES DEDUCTION CARDS
FURNISHED BY THEIR EMPLOYEES AND/OR THE UNION.
ARTICLE XIV - SUBCONTRACTING
THE COMPANY SHALL NOT CONTRACT WORK OUT IF THE USE OF 
AN OUTSIDE CONTRACTOR WOULD RESULT IN A LAYOFF OF EMPLOYEES
COVERED BY THIS AGREEMENT OR IF USE OF SUCH OUTSIDE
CONTRACTOR WOULD RESULT IN A REDUCTION OF WORK OR EARNINGS,
OPPORTUNITY, INCLUDING OVERTIME, FOR BARGAINING UNIT
EMPLOYEES.
IN THE EVENT OF ANY DISPUTE UNDER THIS PROVISION,
THE PARTIES MAY BY MUTUAL AGREEMENT WAIVE THE STEPS
OF THE GRIEVANCE PROCEDURE AND SUBMIT THE MATTER 
DIRECTLY TO ARBITRATION.
ARTICLE XI - NON DISCRIMINATION
THE EMPLOYER AND THE UNION AGREE NOT TO DISCRIMINATE 
AGAINST ANY INDIVIDUAL WITH RESPECT TO HIS HIRING,
COMPENSATION, TERMS OR CONDITION OF EMPLOYMENT
BECAUSE OF SUCH INDIVIDUAL'S RACE, COLOR, RELIGION, 
SEX OR NATIONAL ORIGIN, NOR WILL THEY LIMIT,
SEGREGATE, OR CLASSIFY EMPLOYEES IN ANY WAY TO DEPRIVE
ANY INDIVIDUAL EMPLOYEE OF EMPLOYMENT OPPORTUNITIES
BECAUSE OF HIS RACE, COLOR, RELIGION, SEX OR NATIONAL
ORIGIN.
ARTICLE XVI - GRIEVANCE & ARBITRATION PROCEDURES
1. THIS COLLECTIVE BARGAINING AGREEMENT CONTAINS A 
MANDATORY GRIEVANCE ADJUSTMENT AND ARBITRATION 
PROCEDURE FOR RESOLVING QUESTIONS NOT EXPRESSLY EXCEPTED.
DURING THE TERM OF THIS AGREEMENT, EXCEPT AS OTHERWISE
HEREINAFTER PROVIDED, ANY QUESTIONS, CONTROVERSY,
DISPUTE, INTERPRETATION, MISUNDERSTANDING,
OR CLAIM ARISING OUT OF OR RELATING TO THIS 
AGREEMENT OR THE BREACH THEREOF, SHALL BE SETTLED BY 
ARBITRATION IN ACCORDANCE WITH THE VOLUNTARY LABOR
ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION UNDER THE LAWS OF THE STATE OF NEW YORK, 
AND THE AWARD RENDERED IN SUCH ARBITRATION SHALL BE
FINAL AND BINDING ON THE PARTIES HERETO SUBJECT TO THE 
CIVIL PRACTICES LAW AND RULES.
2. DURING THE TERM OF THIS AGREEMENT THE UNION
SHALL NOT AUTHORIZE, ORDER, OR PERMIT ANY
STRIKE, SLOWDOWN, OR OTHER WORK STOPPAGE, NOR SHALL
IT PERMIT, AID, OR SUPPORT UNAUTHORIZED STRIKES,
SLOWDOWNS, OR WORK STOPPAGE BY ITS MEMBERS.  THE 
PARTIES HERETO EXPRESSLY AGREE THAT STRIKES, 
SLOWDOWNS, OR OTHER WORK STOPPAGE CAUSE
IRREPARABLE INJURY TO THE EMPLOYERS.
3. NO EMPLOYEE SHALL HAVE THE RIGHT TO INSTITUTE ANY 
ACTION, GRIEVANCE, ARBITRATION, OR SPECIAL PROCEEDING
UNDER THIS AGREEMENT, BUT ALL SUCH SHALL ONLY
BE INSTITUTED BY THE UNION, EMPLOYER, OR THE ASSOCIATION.
4. THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT
OR ISSUES INVOLVING SUCH ARE EXPRESSLY EXCLUDED FROM
ARBITRATION AND ARE TO BE DETERMINED BY ARBITRATION:
THE SETTING OF RATES OF PAY OR HOURS OF WORK, AND
CLAIMS OF WORK JURISDICTION OR MATTERS RELATED
THERETO.
ARTICLE XVII - EFFECTIVE DATE
TERMINATION AND AMENDMENTS
1. THIS AGREEMENT SHALL TAKE EFFECT JULY 1, 1997,
AND SHALL REMAIN IN EFFECT UNTIL MIDNIGHT JUNE 30, 1998.
2. EITHER PARTY DESIRING TO CHANGE THIS AGREEMENT
MUST NOTIFY THE OTHER, IN WRITING, NO LATER
THAN MAY 1ST OF ANY TERMINATION YEAR.  THIS 
AGREEMENT SHALL BE SUBJECT TO AMENDMENT AT ANY TIME
BY MUTUAL CONSENT OF THE PARTIES HERETO AND SHALL BE
SIGNED BY THE PARTIES HERETO.
FOR:  LABORERS' LOCAL #322
SAM AGATI, BUSINESS MANAGER
FOR:  ST. LAWRENCE INDUSTRIAL SERVICES, INC.
CHRISTOPHER J. POLIMINO
ASSISTANT TREASURER   



   
  
 


ARTICLES OF AGREEMENT
BY AND BETWEEN
TEAMSTERS LOCAL 687
14 ELM STREET
POTSDAM, N.Y. 13676
AND
ST.LAWRENCE INDUSTRIAL SERVICES, INC.  
P.O. BOX 5182
MASSENA, NEW YORK 13662
EFFECTIVE: 7/1/97 EXPIRATION: 6/30/98
INDEX
ARTICLE SUBJECT PAGE
1 DEFINITION
2 UNION JURISDICTION
3 UNION SHOP-HIRING OF NEW EMPLOYEES
4 SCOPE AND WORK JURISDICTION
5 CREDIT UNION & CHECK-OFF
6 UNION STEWARD
7 UNION VISITS
8 SENIORITY
9 DISCIPLINARY ACTION
10 GRIEVANCE PROCEDURE
11 SAVINGS CLAUSE
12 MAINTENANCE OF STANDARDS
13 TRANSFER OF COMPANY TITLE OR INTEREST
14 AGREEMENT CONFLICTION
15 NON-DISCIMINATION
16 SUBCONTRACTING
17 SAFETY
18 PHYSICAL EXAMINATION
19 VACATIONS
20 OUT-OF-TOWN WORK
21 HEALTH & HOSPITAL
22 PENSION AND RETIREMENT
23 HOLIDAYS
24 HOURS OF WORK AND OVERTIME
25 WAGES
26 DURATION
MEMORANDUM OF AGREEMENT
ST. LAWRENCE INDUSTRIAL SERVICES, INC.
SEPTEMBER 15, 1997 PAGE 1
THIS AGREEMENT EFFECTIVE JULY 1, 1997 BETWEEN
ST. LAWRENCE INDUSTRIAL SERVICES, INC. 
(HEREINAFTER REFERRED TO AS "EMPLOYER/COMPANY") 
AND TEAMSTERS LOCAL 687 (HEREINAFTER REFERRED 
TO AS "UNION") UNDER WHICH IT IS AGREED AS
FOLLOWS:
ARTICLE 1: DEFINITION
THIS AGREEMENT IS TO COVER ALL CHEMICAL WASTE 
CLEANUP WORK AND OIL SPILL CLEANUP WORK DEFINED 
AS INCLUDING BUT NOT LIMITED TO THE HAZARDOUS 
WASTE IN INDUSTRIAL PLANTS, COMMERCIAL BUILDINGS, 
RIVERS, LAKES, POOLS, PONDS, TANKS, EARTH, STACKS,
LAGOONS AND INDUSTRIAL CLEANING.  THIS AGREEMENT 
COVERS ALL CLEANUP WORK ON INDUSTRIAL BUILDINGS 
WITHIN THE STANDARDS SET UP BY THE U.S. 
ENVIRONMENTAL PROTECTION AGENCY "LEVELS OF 
PROTECTION" C AND D.  
ARTICLE 2: UNION JURISDICTION
THIS AGREEMENT IS TO COVER ALL TEAMSTERS, 
LABORERS, FOREMAN AND EQUIPMENT OPERATORS 
ON WORK DEFINED AS CHEMICAL OR HAZARDOUS 
WASTE CLEANUP AND INDUSTRIAL CLEANUP.
ARTICLE 3: UNION SHOP-HIRING OF NEW EMPLOYEES
3.1: IT SHALL BE A CONDITION OF EMPLOYMENT 
THAT ALL EMPLOYEES OF THE EMPLOYER COVERED BY 
THIS AGREEMENT WHO ARE MEMBERS OF THE UNION IN 
GOOD STANDING ON THE EFFECTIVE DATE OF THIS 
AGREEMENT SHALL REMAIN MEMBERS IN GOOD STANDING, 
AND THOSE WHO ARE NOT MEMBERS ON THE EFFECTIVE 
DATE OF THIS AGREEMENT SHALL, ON THE 8TH DAY 
FOLLOWING THE EFFECTIVE DATE OF THIS AGREEMENT, 
BECOME AND REMAIN MEMBERS IN GOOD STANDING OF 
THE UNION. 
IT SHALL ALSO BE A CONDITION OF EMPLOYMENT THAT 
ALL EMPLOYEES COVERED BY THIS AGREEMENT AND HIRED 
ON OR AFTER ITS EFFECTIVE DATE SHALL, ON AND AFTER 
EIGHT (8) WORKING DAYS OF CONTINUOUS EMPLOYMENT 
FOLLOWING THE BEGINNING OF SUCH EMPLOYMENT, BECOME 
AND REMAIN MEMBERS IN GOOD STANDING IN THE UNION. 
FOR THE PURPOSES OF THIS ARTICLE, AN EMPLOYEE SHALL 
BE DEEMED IN GOOD STANDING IF HE HAS TENDERED THE 
PERIODIC DUES AND INITIATION FEES UNIFORMLY REQUIRED 
AS A CONDITION OF ACQUIRING AND RETAINING MEMBERSHIP 
IN THE UNION. 
3.2: ANY EMPLOYEE WHO FAILS TO OBTAIN MEMBERSHIP 
IN ACCORDANCE WITH THE PRECEDING SECTION SHALL BE 
SUBJECT TO DISCHARGE UPON DEMAND BY THE UNION TO 
THE EMPLOYER; PROVIDED, HOWEVER, THAT NOTHING IN 
THIS AGREEMENT SHALL BE CONSTRUED SO AS TO PLACE 
ANY OBLIGATION ON THE EMPLOYER TO DISCRIMINATE 
AGAINST ANY EMPLOYEE FOR NON-MEMBERSHIP IN THE 
UNION, IF THE EMPLOYER HAS REASONABLE GROUNDS FOR 
BELIEVING THAT SUCH MEMBERSHIP WAS NOT AVAILABLE 
TO THE EMPLOYEE ON THE SAME TERMS AND CONDITIONS 
GENERALLY APPLICABLE TO OTHER EMPLOYEES AT THAT 
TIME. IF A DISCHARGE REQUIRED BY THE PROVISIONS OF 
THIS SECTION WOULD RESULT IN A HARDSHIP UPON THE 
EMPLOYER, THE EMPLOYER SHALL BE PERMITTED TIME, 
NOT TO EXCEED FIVE (5) DAYS, TO REPLACE THE 
EMPLOYEE TO BE DISCHARGED BEFORE SUCH DISCHARGE 
BECOME EFFECTIVE.
3.3: A NEW EMPLOYEE MAY BE SUMMARILY DISMISSED 
WITHOUT RECOURSE WITHIN EIGHT (8) WORKING DAYS 
FROM THE DATE OF HIS/HER EMPLOYMENT AT THE SOLE 
DISCRETION OF THE EMPLOYER. IN EACH CASE OF SUCH
DISMISSAL, THE EMPLOYER AGREES TO NOTIFY THE SHOP 
STEWARD, IN WRITING, SETTING FORTH THE REASON, 
WITH A COPY TO THE UNION.
3.4: THE EMPLOYER AGREES TO CONSIDER THE UNION'S 
OUT-OF-WORK LIST WHEN THERE ARE ANY VACANCIES, 
BUT SHALL BE FREE TO HIRE ANY APPLICANT, UNION OR 
NON-UNION.
ARTICLE 4: SCOPE AND WORK JURISDICTION
THE SCOPE OF THE WORK OF THE TEAMSTER/LABORER
OR TOXIC OR HAZARDOUS WASTE REMOVAL TEAMSTER/
LABORER COVERS ALL TASKS RELATED TO TOXIC OR 
HAZARDOUS WASTE REMOVAL. THIS INCLUDES, BUT IS
NOT LIMITED TO, THE HANDLING, CONTROL, REMOVAL,
ABATEMENT, ENCAPSULATION OR DISPOSAL OF TOXIC OR 
HAZARDOUS WASTE OR MATERIALS. IN PERFORMING THIS
WORK, TEAMSTER/LABORER SHALL BE ASSIGNED THE 
ERECTION, MOVING, SERVICING, AND DISMANTLING
OF ALL SCAFFOLDS AND BARRICADES; THE CONSTRUCTION, 
ERECTION, REMOVAL AND DISMANTLING OF ALL ENCLOSURES,
CHAMBERS, OR DECONTAMINATION UNITS REQUIRED FOR THE 
REMOVAL OR CONTAINMENT OF HAZARDOUS WASTE ON 
THE JOB OR PROJECT SITE; THE OPERATION OF ALL
TOOLS AND EQUIPMENT, INCLUDING, BUT NOT LIMITED 
TO GENERATORS, COMPRESSORS, AND VACUUMS USED IN 
THE REMOVAL OF TOXIC OR HAZARDOUS WASTE OR 
MATERIALS; THE LABELING, BAGGING, CARTONING, OR
OTHERWISE PACKAGING OF MATERIALS FOR DISPOSAL;
THE DISPOSAL OF ALL SUCH MATERIALS TO ANY 
AUTHORIZED DISPOSAL SITE; THE CLEAN-UP OF THE 
WORK OR PROJECT SITE AND ALL OTHER WORK INCIDENTAL 
TO THE REMOVAL AND/OR ENCAPSULATION OF TOXIC OR 
HAZARDOUS WASTE OR MATERIALS. ALL OF THE DESCRIBED 
WORK SHALL BE PERFORMED BY THE TEAMSTER/LABORER
IN CONFORMANCE WITH ALL APPLICABLE FEDERAL, STATE
AND MUNICIPAL STATUTES, REGULATIONS, ORDINANCES,
STANDARDS AND SAFETY REQUIREMENTS.
ARTICLE 5: CREDIT UNION & CHECK-OFF
5.1 THE COMPANY AGREES TO DEDUCT WEEKLY FROM THE PAY 
OF EACH EMPLOYEE WHO SO DESIGNATES, AN AMOUNT TO BE 
REMITTED TO THE CREDIT UNION WITH THE FOLLOWING
CONDITIONS:
A. THE COMPANY WILL NOT DEDUCT LESS OFTEN THAN ONCE
PER WEEK,
B. THE COMPANY'S OBLIGATION UNDER THIS AGREEMENT
SHALL BE LIMITED TO PAYROLL DEDUCTION AND REMITTANCE
TO THE CREDIT UNION, MONTHLY,
C. CHANGES, OTHER THAN TERMINATIONS, SHALL NOT BE
PERMITTED OTHER THAN ONCE PER YEAR AT A TIME AGREED 
UPON BY THE UNION AND THE COMPANY.
5.2: THE EMPLOYER AGREES TO DEDUCT MONTHLY FROM THE
EARNINGS OF EACH EMPLOYEES WHO IS A MEMBER OF THE 
UNION AN AMOUNT EQUAL TO THE MEMBERSHIP DUES AND 
INITIATION FEES OF THE UNION, AND TO SEND A CHECK
FOR ALL SUCH MONEY DEDUCTED TO THE UNION ON THE 
10TH DAY OF THE MONTH FOLLOWING THAT MONTH WHICH 
PROVIDED, HOWEVER, THAT NO SUCH DEDUCTION SHALL 
BE MADE UNLESS AND UNTIL THE EMPLOYER IS FURNISHED 
BY THE EMPLOYEE WITH INDIVIDUAL AUTHORIZATION, 
IN WRITING, TO MAKE SUCH DEDUCTIONS; SUBJECT, 
MOREOVER, TO ALL REQUIREMENTS OF THE LABOR 
MANAGEMENT RELATIONS ACT OF 1947, AS AMENDED.
ARTICLE 6: UNION STEWARD
6.1: THE UNION MAY APPOINT ONE STEWARD AND ONE 
ALTERNATE WHOSE DUTIES IN NO WAY CONFLICT WITH
THEIR DUTIES TO THE EMPLOYER.  BEFORE DISCHARGING
THE STEWARD, THE EMPLOYER SHALL IN EVERY CASE
NOTIFY THE UNION. THERE SHALL BE A PROMPT
NOTIFICATION BY THE EMPLOYER TO THE STEWARD, OR TO
THE UNION, OF ALL INFRACTIONS OF COMPANY RULES
BY THE EMPLOYEES WITHIN FIVE (5) DAYS.
6.2: THE STEWARD SHALL HAVE NO AUTHORITY TO ALTER, 
AMEND, VIOLATE OR OTHERWISE CHANGE ANY PART OF THIS
AGREEMENT AND HIS/HER AUTHORITY SHALL BE LIMITED
TO, AND SHALL NOT EXCEED, THE FOLLOWING DUTIES
AND ACTIVITIES:
A. THE INVESTIGATION AND PRESENTATION OF GRIEVANCES
IN ACCORDANCE WITH PROVISIONS OF THE COLLECTIVE 
BARGAINING AGREEMENT.
B. THE TRANSMISSION OF SUCH MESSAGES AND INFORMATION 
WHICH SHALL ORIGINATE WITH, AND ARE AUTHORIZED BY,
THE UNION OR ITS OFFICERS.
6.3:THE EMPLOYER RECOGNIZES THESE LIMITATIONS UPON 
THE AUTHORITY OF THE STEWARD AND SHALL NOT HOLD THE 
UNION LIABLE FOR UNAUTHORIZED ACTS OF THE STEWARD.
IN THE EVENT THE STEWARD ORDERS UNAUTHORIZED STRIKE 
ACTIONS, SLOW DOWN OR WORK STOPPAGE, THEY SHALL BE
SUBJECT TO SUSPENSION, DISCHARGE OR OTHER DISCIPLINE
AT THE EMPLOYER'S DISCRETION.
6.4: THERE SHALL BE A UNION STEWARD ON EACH SHIFT. 
THE STEWARD WILL BE EMPLOYED AT ALL TIMES ANY WORK IS
PERFORMED OR ANY TEAMSTERS ARE EMPLOYED ON THE PROJECT 
AND WILL BE PAID FOR ALL TIME LOST DUE TO NOT HAVING
BEEN NOTIFIED BY THE EMPLOYER OR EMPLOYER'S AGENT 
TO REPORT FOR WORK. THE STEWARD SHALL NOT BE LAID OFF
OR FIRED FOR PERFORMING HIS DUTIES AS STEWARD WITHOUT
PRIOR APPROVAL OF THE BUSINESS AGENT. THE STEWARD
WILL BE THE LAST ONE LAID OFF.
ARTICLE 7: UNION VISITS
AUTHORIZED REPRESENTATIVES OF THE UNION SHALL BE 
ALLOWED TO VISIT JOBS DURING WORKING HOURS TO 
INTERVIEW THE EMPLOYER AND THE EMPLOYEES.
ARTICLE 8: SENIORITY
THE PRINCIPLE OF SENIORITY SHALL PREVAIL AT ALL
TIMES. THE EMPLOYER IS TO FURNISH A SENIORITY
LIST ONCE A YEAR WITH COPIES TO THE UNION AND THE 
STEWARD.
ARTICLE 9: DISCIPLINARY ACTION
9.1: THE EMPLOYER MAY SUSPEND, DISCHARGE OR 
OTHERWISE DISCIPLINE ANY EMPLOYEE IN GOOD AND 
SUFFICIENT CAUSE. IF THE UNION DISPUTES ANY 
ACTION TAKEN BY THE EMPLOYER UNDER THIS ARTICLE,
IT SHALL HAVE THE RIGHT TO PRESENT A GRIEVANCE
PURSUANT TO THE PROVISIONS OF ARTICLE 10 OF THIS
AGREEMENT.
9.2: THE EMPLOYER MAY SUSPEND, DISCHARGE OR 
OTHERWISE DISCIPLINE ANY EMPLOYEE FOR GOOD
CAUSE, EXCEPT THAT THE EMPLOYER SHALL HAVE
THE RIGHT OF SUMMARY DISCHARGE OR DISMISSAL 
ON ANY ONE OF THE FOLLOWING GROUNDS:
A. DISHONESTY.
B. USE OF OR BEING UNDER THE INFLUENCE OF 
INTOXICANTS OR HABIT FORMING DRUGS WHILE 
ON DUTY.
C. VIOLATION OF LOCAL OR STATE HEALTH CODES
OR LAWS.
D. DIRECT REFUSAL TO OBEY ORDERS GIVEN BY
THE PROPER PARTY UNLESS SUCH ORDERS 
JEOPARDIZE LIFE OR HEALTH.
E. DELIBERATE DESTRUCTION OF PROPERTY.
F. FAILURE TO REPORT PROMPTLY AND HONESTLY 
ACCIDENTS OR PERSONAL INJURIES.
G. FAILURE TO ADHERE TO SAFETY PRECAUTIONS AS 
OUTLINED BY THE EMPLOYER WILL BE GROUNDS FOR
DISMISSAL.
H. AN EMPLOYEE THAT DEMONSTRATES HABITUAL 
UNSAFE HABITS MAY BE TERMINATED AFTER THREE 
(3) WRITTEN WARNING LETTERS.
9.3: ALL WARNINGS, SUSPENSIONS OR DISCHARGES 
SHALL BE IN WRITTEN FORM WITH COPIES TO EMPLOYEE, 
UNION STEWARD AND THE UNION. WARNING LETTERS SHALL
BE VALID FOR ONE (1) YEAR. IN THE CASE OF SEASONAL 
OR PART-TIME EMPLOYEES WARNING LETTERS SHALL BE 
VALID FOR TWO (2) YEARS.
ARTICLE 10: GRIEVANCE PROCEDURE
10.1: AN EMPLOYEE'S GRIEVANCE RELATIVE TO THE 
MEANING OR APPLICATION OF THIS AGREEMENT SHALL BE 
PRESENTED TO THE PLANT MANAGER WITHIN FIVE (5) 
WORKING DAYS FROM THE DATE THE CAUSE OF THE 
GRIEVANCE OCCURS. IF THE GRIEVANCE IS NOT SETTLED
WITHIN FIVE (5) WORKING DAYS AFTER SUCH PRESENTATION 
IT SHALL BE SUBMITTED TO THE UNION REPRESENTATIVE 
AND THE EMPLOYER FOR SETTLEMENT. IF THE GRIEVANCE 
IS NOT SETTLED WITHIN FIFTEEN (15) WORKING DAYS 
AFTER SUBMISSION IN A CASE INVOLVING DISCHARGE OR
WITHIN THIRTY-FIVE (35) WORKING DAYS AFTER SUBMISSION 
IN A CASE NOT INVOLVING DISCHARGE, EITHER PARTY 
MAY REQUEST ARBITRATION, PROVIDED SUCH REQUEST IS 
DELIVERED TO THE OTHER PARTY WITHIN THE NEXT TEN 
(10) WORKING DAYS.
10.2: A GRIEVANCE OF THE UNION BASED UPON AN ALLEGED 
VIOLATION OF ANY PROVISIONS OF THIS AGREEMENT BY
THE EMPLOYER JOINTLY WITH THE EMPLOYEES SHALL
BE PRESENTED BY THE UNION TO THE EMPLOYER WITHIN 
FIFTEEN (15) WORKING DAYS AFTER THE FACTS CONSTITUTING
SUCH VIOLATION ARE KNOWN TO THE UNION. IF THE 
GRIEVANCE CANNOT BE SETTLED BY THE EMPLOYER AND THE 
UNION, IT SHALL BE SUBMITTED TO ARBITRATION AS HEREIN
PROVIDED AFTER THE UNION AND THE EMPLOYER FAIL TO AGREE.
10.3: THE ARBITRATOR SHALL BE SELECTED FROM A LIST OF
ARBITRATORS TO BE FURNISHED BY THE NEW YORK STATE
BOARD OF MEDIATION. IF NO ARBITRATOR ON SUCH LIST
IS MUTUALLY ACCEPTABLE TO THE PARTIES, THE ARBITRATOR 
SHALL BE DESIGNATED BY THE DIRECTOR OF THE NEW YORK 
STATE BOARD OF MEDIATION, OR BY HIS DULY AUTHORIZED 
DESIGNEES. THE DECISION OF THE ARBITRATOR SO  
SELECTED OR DESIGNATED SHALL BE FINAL AND BINDING 
UPON THE PARTIES. THE FEES AND EXPENSES OF THE 
ARBITRATOR SHALL BE BORNE EQUALLY BY THE PARTIES 
HERETO. COMPLIANCE WITH THE REQUIREMENTS OF SECTION
2 (A) OF THE LABOR MANAGEMENT RELATIONS ACT OF 1947, 
AS AMENDED, SHALL NOT BE DEEMED A BREACH OF THIS
ARTICLE.
10.4: THE ARBITRATOR SHALL HAVE NO POWER TO ADD OR
SUBTRACT FROM OR MODIFY ANY OF THE TERMS OF THIS 
AGREEMENT.
10.5 ANY COMPLAINT OR CONTROVERSY BETWEEN THE EMPLOYER
AND THE UNION RELATING TO THE MEANING OR APPLICATION OF 
THIS AGREEMENT THAT CANNOT BE SETTLED SHALL BE SUBMITTED 
TO THE FOREGOING ARBITRATION PROCEDURE PROMPTLY
AFTER THE UNION AND THE EMPLOYER FAIL TO AGREE.
10.6: IT IS INTENDED THAT THE DECISION OF THE 
ARBITRATOR SHALL BE ENFORCEABLE ACCORDING TO THE LAWS
OF THE STATE IN WHICH SAID DECISION IS TO BE PUT INTO
EFFECT AND THAT, ACCORDINGLY, THE PROCEDURE OF 
ARBITRATION PRESCRIBED BY THIS AGREEMENT SHALL BE 
MODIFIED WHEN AND TO THE EXTENT REQUIRED BY LAW TO
MAKE THE DECISION ENFORCEABLE IN SUCH STATE.
10.7 NO STRIKES, LOCKOUTS OR WALKOUTS SHALL BE 
ORDERED, SANCTIONED OR ENFORCED BY EITHER PARTY
HERETO AGAINST THE OTHER DURING THE LIFE OF THIS
AGREEMENT, EXCEPT AS AGAINST THE PARTY FAILING
TO COMPLY WITH THE DECISION AND ORDER OF ANY 
ARBITRATOR HANDING DOWN A DECISION OR MAKING
AN AWARD HEREUNDER.
ARTICLE 11: SAVINGS CLAUSE
IF ANY PROVISION OF THIS AGREEMENT VIOLATES AND 
FEDERAL OR STATE LAW AS PRESENTLY ENACTED OR AS 
AMENDED OR INTERPRETED DURING THE TERM HEREOF, SUCH
PROVISION SHALL BE INOPERATIVE TO THE EXTENT
THAT IT IS AT VARIANCE WITH SUCH LAW; BUT ALL 
OTHER PROVISIONS OF THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT. IF ANY PROVISION BECOMES
INOPERATIVE UNDER THIS ARTICLE BOTH PARTIES
SHALL MEET PROMPTLY TO REWRITE THE PROVISION TO 
COMPLY WITH THE LAW AND, AS FAR AS POSSIBLE,
TO MEET THE ORIGINAL INTENTION OF THE PARTIES;
THE REVISED PROVISION SHALL THEREAFTER BY A
PART OF THIS AGREEMENT.
ARTICLE 12: MAINTENANCE OF STANDARDS
THIS AGREEMENT SHALL CONSTITUTE THE ENTIRE 
UNDERSTANDING BETWEEN THE PARTIES HERETO. 
ANY RIGHT WHICH IS NOT SPECIFICALLY GIVEN UP 
IN THIS AGREEMENT REMAINS UNDER THE RESIDUAL 
AUTHORITY OF MANAGEMENT. EXCEPT AS THE SAME 
MAY BE SPECIFICALLY MODIFIED OR CHANGED BY THIS
AGREEMENT, ALL GENERAL BENEFITS AND PRIVILEGES
EXISTING AT THE DATE OF THIS AGREEMENT, AND 
APPLICABLE TO ALL OF THE EMPLOYEES OF THE 
EMPLOYER, SHALL NOT BE DISCONTINUED BY THE 
EMPLOYER DURING THE TERM HEREOF.
ARTICLE 13: TRANSFER OF COMPANY TITLE OR INTEREST
THIS AGREEMENT SHALL BE BINDING UPON THE 
PARTIES HERETO, THEIR SUCCESSORS, ADMINISTRATORS,
EXECUTORS AND ASSIGNS. IN THE EVENT THAT AN ENTIRE 
OPERATION OR ANY PART THEREOF IS SOLD, TRANSFERRED
OR TAKEN OVER BY SALE, TRANSFER, RECEIVERSHIP
OR BANKRUPTCY PROCEEDINGS SUCH OPERATION OR
PART THEREOF SHALL CONTINUE TO BE SUBJECT
TO TERMS AND CONDITIONS OF THIS AGREEMENT.
THE EMPLOYER SHALL GIVE NOTICE OF THE EXISTENCE
OF THIS AGREEMENT TO ANY PURCHASER, TRANSFEREE, 
RECEIVER OR TRUSTEE OF THE BUSINESS OR OPERATION.
SUCH NOTICE SHALL BE IN WRITING, WITH A COPY TO 
THE UNION, NOT LATER THAN THE EFFECTIVE DATE OF 
SALE, TRANSFER OR MERGER.
ARTICLE 14: AGREEMENT CONFLICTION
NO EMPLOYEE SHALL BE REQUIRED TO MAKE ANY VERBAL
OR WRITTEN AGREEMENT THAT WILL CONFLICT WITH THIS
AGREEMENT.
ARTICLE 15: NON-DISCRIMINATION
THE EMPLOYER AND THE UNION AGREE NOT TO 
DISCRIMINATE AGAINST ANY INDIVIDUAL WITH RESPECT
TO HIS HIRING, COMPENSATION, TERMS OR CONDITIONS
OF EMPLOYMENT BECAUSE OF SUCH INDIVIDUAL'S RACE,
COLOR, RELIGION, SEX OR NATIONAL ORIGIN, NOR
WILL THEY LIMIT, SEGREGATE OR CLASSIFY EMPLOYEES
IN ANY WAY TO DEPRIVE ANY INDIVIDUAL EMPLOYEE OF 
EMPLOYMENT OPPORTUNITIES BECAUSE OF HIS RACE,
COLOR, RELIGION, SEX, OR NATIONAL ORIGIN.
ARTICLE 16: SUBCONTRACTING
THE COMPANY SHALL NOT CONTRACT OUT WORK IF THE USE
OF AN OUTSIDE CONTRACTOR WOULD RESULT IN A LAYOFF
OF EMPLOYEES COVERED BY THIS AGREEMENT OF IF THE
USE OF SUCH OUTSIDE CONTRACTOR WOULD RESULT IN A 
REDUCTION OF WORK OR EARNINGS OPPORTUNITY, INCLUDING
OVERTIME, FOR BARGAINING UNIT EMPLOYEES.
IN THE EVENT OF ANY DISPUTE UNDER THIS PROVISION,
THE PARTIES MAY BY MUTUAL AGREEMENT WAIVE THE STEPS 
OF GRIEVANCE PROCEDURE AND SUBMIT THE MATTER 
DIRECTLY TO ARBITRATION.
ARTICLE 17: SAFETY
17.1: NO EMPLOYEE SHALL BE REQUIRED OR ASSIGNED
TO ENGAGE IN ANY ACTIVITY INVOLVING DANGEROUS
CONDITIONS OR WORK OR WITH A SUBSTANCE THAT
HAS BEEN DEEMED DANGEROUS TO A PERSON'S HEALTH
BY THE OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA)
OR OTHER GOVERNMENTAL HEALTH REGULATION OR 
LEGISLATION UNLESS PROPER SAFETY EQUIPMENT IS
PROVIDED BY THE EMPLOYER.
17.2: THE UNION AGREES TO COOPERATE WITH THE 
COMPANY IN ENCOURAGING EMPLOYEES TO OBSERVE
THE SAFETY REGULATIONS PRESCRIBED BY THE
COMPANY AND TO WEAR PROPERLY FURNISHED SAFETY 
EQUIPMENT AS REQUIRED BY THE COMPANY AND TO WORK IN
A SAFE MANNER.
17.3: THE EMPLOYER SHALL FURNISH EMPLOYEES
WITH RAINSUITS, HATS, SLIPOVER BOOTS AND
GLOVES, IN ADDITION TO WHATEVER SAFETY EQUIPMENT
IS REQUIRED BY LAW.
17.4: EMPLOYEES INJURIES AT WORK OR DEVELOP SKIN
RASH, EYE BURNS, OR LUNG DISCOMFORT BECAUSE
OF HANDLING HAZARDOUS WASTE SHALL BE PAID FOR THE
TIME SPENT GOING TO THE DOCTOR'S OFFICE FOR TREATMENT
AT THE TIME OF INJURY OR DISCOMFORT.  IF THE DOCTOR 
CERTIFIED IN WRITING THAT THE EMPLOYEE IS UNABLE
TO RETURN TO WORK THAT DAY HE SHALL BE PAID FOR THE 
BALANCE OF THE WORK DAY.
ARTICLE 18: PHYSICAL EXAMINATION
THE EMPLOYER SHALL PAY FOR AN ANNUAL PHYSICAL FOR 
EACH FULL-TIME* EMPLOYEE.  IF AN EMPLOYEE IS 
REQUIRED TO HAVE A PHYSICAL BEFORE PERFORMING WORK
AT A PARTICULAR JOBSITE THE COST OF SAID PHYSICAL
SHALL ALSO BE RESPONSIBILITY OF THE EMPLOYER.
*FULL-TIME EMPLOYEE - EMPLOYED BY SLIS FOR THREE
(3) CONSECUTIVE MONTHS.
ARTICLE 19: VACATIONS
VACATION PAY SHALL BE GRANTED EMPLOYEES COVERED 
BY THIS AGREEMENT ACCORDING TO THE FOLLOWING
SCHEDULE:
A) UP TO TWO (2) YEARS EMPLOYMENT - NO VACATION
B) TWO (2) YEARS OR MORE OF EMPLOYMENT FOR
THE EMPLOYER SHALL RESULT IN THE EMPLOYEE 
RECEIVING TWO (2) WEEK'S VACATION WITH PAY
AT STRAIGHT TIME RATE AT THE REGULAR WEEKLY
FORTY (40) HOUR RATE.
ARTICLE 20: OUT-OF-TOWN WORK
WHEN EMPLOYEES ARE REQUIRED TO GO OUT OF TOWN
OVERNIGHT THE COMPANY WILL PAY ALL LODGINGS
AND UP TO FIFTEEN ($15) DOLLARS FOR FOOD
EXPENSE.  THE EMPLOYEE WILL BE REQUIRED TO 
TURN IN BONAFIDE RECEIPTS.
ARTICLE 21: HEALTH & HOSPITAL
EFFECTIVE JULY 1, 1997, THE EMPLOYER AGREES
TO CONTRIBUTE TO THE NEW YORK STATE TEAMSTERS
COUNCIL HEALTH AND HOSPITAL FUND, $30.00 PER DAY
NOT TO EXCEED THE SUM OF ONE-HUNDRED-TWENTY
DOLLARS ($120.00) PER WEEK FOR EACH EMPLOYEE 
COVERED BY THIS AGREEMENT.
EFFECTIVE JANUARY 1, 1998, THE EMPLOYER AGREES TO 
CONTRIBUTE TO THE NEW YORK STATE TEAMSTERS
COUNCIL HEALTH AND HOSPITAL FUND, #33,25 PER 
DAY NOT TO EXCEED THE SUM OF ONE-HUNDRED-THIRTY THREE
DOLLARS ($133.00) PER WEEK FOR EACH EMPLOYEE COVERED 
BY THIS AGREEMENT.
SUCH PAYMENTS TO BE MADE TO THE NEW YORK SATE
TEAMSTERS COUNCIL HEALTH & HOSPITAL FUND.  ALL
SUCH MONEY SHALL BE TURNED OVER TO THE HEALTH
& HOSPITAL FUND ON OR BEFORE THE TENTH (10TH)
DAY OF THE MONTH FOLLOWING THAT MONTH IN WHICH 
SAID MONEY IS ACCRUED.  FAILURE OF THE EMPLOYER
SIGNATORY TO THIS AGREEMENT TO EXECUTE THE 
STANDARD PARTICIPATION AGREEMENT OF THE NAMED
FUND SHALL INVALIDATE THIS AGREEMENT.
ARTICLE 22: PENSION AND RETIREMENT
22.1: EFFECTIVE JULY 1, 1997, THE EMPLOYER
AGREES TO CONTRIBUTE ONE DOLLAR AND EIGHTY-FIVE
CENTS ($1.85) PER HOUR ON ALL HOURS PAID TO THE 
NEW YORK STATE TEAMSTERS CONFERENCE PENSION AND 
RETIREMENT FUND ON OR BEFORE THE TENTH (10TH) DAY 
OF THE MONTH FOLLOWING THAT MONTH IN WHICH SAID 
MONIES WERE ACCRUED.
EFFECTIVE JANUARY 1, 1998 THE EMPLOYER AGREES TO 
CONTRIBUTE ONE DOLLAR AND FIFTY TWO AND ONE-HALF
CENTS ($1.525) PER HOUR ON ALL HOURS PAID TO THE 
NEW YORK STATE TEAMSTERS CONFERENCE PENSION AND
RETIREMENT FUND ON OR BEFORE THE TENTH (10TH)
DAY OF THE MONTH FOLLOWING THAT MONTH IN WHICH
SAID MONIES WERE ACCRUED.
22.2: THE EMPLOYER AGREES TO SIGN THE STANDARD
PARTICIPATION AGREEMENT OF THE NEW YORK STATE 
TEAMSTERS CONFERENCE PENSION AND RETIREMENT FUND
AND BY EXECUTION OF THIS PARTICIPATION AGREEMENT
IT BECOMES AN INTEGRAL PART OF THIS LABOR AGREEMENT.
ARTICLE 23: HOLIDAYS
23.1: PAID HOLIDAYS TO BE OBSERVED ARE: MEMORIAL DAY, 
INDEPENDENCE DAY, LABOR DAY, THANKSGIVING DAY, 
CHRISTMAS DAY, AND NEW YEAR'S DAY, IRRESPECTIVE OF THE
DAY OF THE WEEK ON WHICH THE HOLIDAY FALLS.
23.2: ANY EMPLOYEE LAID OFF SEVEN (7) DAYS PRIOR
TO A HOLIDAY SHALL RECEIVE HOLIDAY PAY, EXCEPT IF A 
NEW EMPLOYEE IS EMPLOYED BY AN EMPLOYER FOR NOT MORE 
THAN TWO (2) DAYS DURING THIS PERIOD HE SHALL NOT BE
ENTITLED TO HOLIDAY PAY.
23.3: AN EMPLOYEE MUST WORK THE DAY BEFORE AND 
THE WORKING DAY AFTER THE HOLIDAY TO RECEIVE HOLIDAY 
PAY.  HOWEVER, AN EMPLOYEE NOT ABLE TO REPORT 
BECAUSE OF PROVEN SICKNESS, DEATH IN THE IMMEDIATE 
FAMILY OR ACCIDENT SHALL BE ENTITLED TO HOLIDAY PAY.
23.4: AN EMPLOYEE ORDERED OUT AND REPORTS FOR WORK
ON A HOLIDAY SHALL BE PAID A MINIMUM OF EIGHT (8) 
HOURS' PAY AT DOUBLE TIME (2X) PLUS THE HOLIDAY PAY.
ARTICLE 24: HOURS OF WORK AND OVERTIME
24.1: EIGHT (8) HOURS SHALL CONSTITUTE A REGULAR 
WORKDAY AND FIVE (5) SUCH EIGHT (8) HOUR DAYS MONDAY 
THROUGH FRIDAY SHALL CONSTITUTE A REGULAR WORKWEEK.
24.2: TIME AND ONE-HALF (1 1/2X) SHALL BE PAID FOR ALL 
WORK OVER FORTY (40) HOURS.  IF HOWEVER, THE COMPANY 
FAILS TO PROVIDE FORTY (40) HOURS OF WORK MONDAY
THROUGH FRIDAY AND THEN CAUSES AN EMPLOYEE TO WORK
ON SATURDAY, HE SHALL RECEIVE TIME AND ONE-HALF
(1 1/2X) FOR SUCH SATURDAY WORK.
24.3: DOUBLE TIME (2X) WILL BE PAID FOR ALL WORK 
PERFORMED ON SUNDAY AND HOLIDAYS.
24.4: EMPLOYEES REPORTING FOR WORK AT STARTING TIME 
AND NOT PUT TO WORK SHALL RECEIVE A MINIMUM OF FOUR
(4) HOURS' WORK IF NOT NOTIFIED NOT TO REPORT TO 
WORK.
24.5: AN EMPLOYEE CALLED BACK TO WORK AFTER HIS
REGULAR WORKING HOURS SHALL RECEIVE A MINIMUM 
OF FOUR (4) HOURS AT OVERTIME RATE.
24.6: TWO (2) SHIFTS MAY BE WORKED IN TWENTY-FOUR
(24) HOURS AND SHALL BE OF EQUAL DURATION AND AT 
THE SAME RATE.
24.7: THREE (3) SHIFTS MAY BE WORKED IN TWENTY-FOUR
(24) HOURS AND SHALL BE AT THE RATE AND DURATION
AS SET FORTH BELOW:
1ST SHIFT 8 HOURS' WORK 8 HOURS' PAY
2ND SHIFT 7 1/2 HOURS' WORK 8 HOURS' PAY
3RD SHIFT 7 HOURS' WORK 8 HOURS' PAY
EACH SHIFT SHALL HAVE ONE-HALF (1/2) HOUR FOR
LUNCH.  WHEN THREE (3) SHIFTS ARE WORKED,
THE SECOND AND THIRD SHIFT SHALL BE CONSIDERED
FOR PAYROLL PURPOSES AS HAVING WORKED IN THEIR 
ENTIRETY ON THE SAME DAY WHICH THE FIRST SHIFT
STARTED.
ARTICLE 25: WAGES
EFFECTIVE
7/1/97
DRIVER OPERATOR $12.00
EQUIPMENT OPERATOR $12.90
DRIVER-OPERATOR (FOREMAN) $13.10
ALL OIL SPILL ORIENTED RELATED WORK $10.00
TECHNICIAN $12.00
WHEN AN EMPLOYEE DOES NOT FUNCTION AT THEIR NORMAL
DUTIES, HE WILL WORK ANY OTHER CAPACITY ASSIGNED BY THE
COMPANY.
AN EMPLOYEE WORKING IN A HIGHER CLASS OF PAY FOR ANY PART 
OF THE WORK DAY SHALL RECEIVE THE HIGHER RATE FOR ALL 
HOURS' WORKED IN THE HIGHER CLASS ONLY ON THAT DAY.
IN THE EVENT A NEW JOB CLASSIFICATION IS CREATED THE 
COMPANY SHALL NEGOTIATE WITH THE UNION FOR A PERMANENT 
RATE.
ARTICLE 26: DURATION
26.1: IT IS AGREED THAT, IN THE EVENT THAT ANY GOVERNMENTAL
LAWS OR REGULATIONS PREVENT THE IMPLEMENTATION OF ANY OF THE 
PROVISIONS OF THIS AGREEMENT, THEY SHALL NOT BECOME EFFECTIVE
UNLESS AND UNTIL IT IS LEGAL TO IMPLEMENT THE SAME AND, AT
SUCH TIME, PERFORMANCE THEREOF SHALL BE EFFECTUATED PROMPTLY 
ON THE DATE OR DATES IT IS LEGAL TO DO SO.  THE EMPLOYER SHALL
IMPLEMENT AT ANY EFFECTIVE DATE, WITHIN THE TERMS OF THIS 
AGREEMENT SUCH PROVISION THAT BECOMES LEGAL EVEN THROUGH ALL 
OR PART OF IT MAY HAVE PREVIOUSLY BEEN DISALLOWED.
26.2: THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
FROM JULY 1, 1997 AND INCLUDING JUNE 30, 1998, AND 
THEREAFTER FROM YEAR TO YEAR UNLESS ALTERED OR TERMINATED 
AFTER THE EXPIRATION OF THE AFOREMENTIONED PERIOD, OR 
ANY ADDITIONAL ONE (1) YEAR PERIOD.
26.3: EITHER PARTY DESIRING TO ALTER OR TERMINATE THIS
AGREEMENT SHALL SERVE WRITTEN NOTICE UPON THE OTHER PARTY
AT LEAST SIXTY (60) DAYS PRIOR TO JUNE 30, 1998.
TEAMSTERS LOCAL 687 ST. LAWRENCE INDUSTRIAL SERVICES, INC.
14 ELM STREET P.O. BOX 5182
POTSDAM, NEW YORK 13676 MASSENA, NEW YORK 13662


February 1, 1998


Mr. Sidney M. Belile  
5 Park Street       
Norwood, NY  13668       


RE:  EMPLOYMENT CONTRACT


Dear Sid: 

This letter states the terms and conditions of your 
employment with OP-TECH Environmental Services,
Inc. (the Firm) from February 5, 1998 until February 5, 1999, 
or until your employment is terminated
either by you or by the Firm.

Your obligation is to devote all of your business time energies, 
and abilities to the performance of your
assigned duties, in the Firm in an efficient, trustworthy, 
and businesslike manner.  In the event of
termination of your employment either by you or the Firm, you 
will work cooperatively as directed by
the Firm to effect an orderly and professional transfer of your 
responsibilities, and without the prior
express written consent of the President, you will refrain for two 
years from (1) conducting employment
related discussions with Firm employees, and (2) conducting 
service-related discussions with Firm clients
or parties identified by the Firm as active or prospective clients 
as of the effective date of termination.

In consideration of the services mentioned above, the Firm will pay 
to you a salary based upon the
amount of $46,500 per annum.  Also, in consideration of your 
productivity and efficiency, the Firm will
pay you an annual bonus according to the plan approved by the 
Board of Directors.  Thirdly, you will
be entitled to such other benefits as are set forth in a schedule 
attached hereto and made a part hereof as
EXHIBIT ONE.                                                             

If you become unable, due to disability, to perform such duties for 
a period of six (6) consecutive months, your employment will 
automatically terminate at the end of the sixth full month of your
disability.  Income after that date will be received directly from 
your own insurance company provided
you maintain long-term disability insurance.

If either you or the Firm elect to terminate your employment, 
the party electing to terminate must provide
at least three months prior written notice to the other party.  
This notice is in lieu of any severance pay. 
If you provide no such timely notice, you will forfeit any right 
to incentive payments for the year during
which termination occurred.
Mr. Sidney M. Belile
February 1, 1998

This letter contains all understandings between you and the 
Firm concerning employment, supersedes all
prior understandings, and may be modified only by written 
agreement executed by you and the Firm.


OP-TECH ENVIRONMENTAL SERVICES, INC.

/s/Christopher J. Polimino
General Manager

Accepted the  8, day of February, 1998   
/s/Sidney M. Belile

EXHIBIT ONE

OP-TECH will pay your health benefits for family coverage 
through Blue Cross/Blue Shield at a rate of
$3,819.24/year.  OP-TECH will provide you with a company 
owned vehicle and will provide insurance
and gasoline for the vehicle.





February 1, 1998


Mr. Ronald L. Martin 
2860 County Rte 28  
P O Box 2                
Waddington, NY  13694

RE:  EMPLOYMENT CONTRACT


Dear Ron: 

This letter states the terms and conditions of your 
employment with OP-TECH Environmental Services,
Inc. (the Firm) from February 5, 1998 until February 5, 1999, 
or until your employment is terminated
either by you or by the Firm.

Your obligation is to devote all of your business time energies, 
and abilities to the performance of your
assigned duties, in the Firm in an efficient, trustworthy, and 
businesslike manner.  In the event of
termination of your employment either by you or the Firm, 
you will work cooperatively as directed by
the Firm to effect an orderly and professional transfer of 
your responsibilities, and without the prior
express written consent of the President, you will refrain 
for two years from (1) conducting employment
related discussions with Firm employees, and (2) conducting 
service-related discussions with Firm clients
or parties identified by the Firm as active or prospective 
clients as of the effective date of termination.

In consideration of the services mentioned above, the Firm will 
pay to you a salary based upon the
amount of $48,000 per annum plus a $2,000 premium for overtime per 
annum.  Also, in consideration
of your productivity and efficiency, the Firm will pay you an 
annual bonus according to the plan
approved by the Board of Directors.  Thirdly, you will be entitled 
to such other benefits as are set forth
in a schedule attached hereto and made a part hereof as EXHIBIT ONE.         
						      

If you become unable, due to disability, to perform such duties for 
a period of six (6) consecutive
months, your employment will automatically terminate at the end 
of the sixth full month of your
disability.  Income after that date will be received directly 
from your own insurance company provided
you maintain long-term disability insurance.

If either you or the Firm elect to terminate your employment, 
the party electing to terminate must provide
at least three months prior written notice to the other party.  
This notice is in lieu of any severance pay. 
If you provide no such timely notice, you will forfeit any right 
to incentive payments for the year during
which termination occurred.
Mr. Ronald Martin
February 1, 1998

This letter contains all understandings between you and the 
Firm concerning employment, supersedes all
prior understandings, and may be modified only by written 
agreement executed by you and the Firm.


OP-TECH ENVIRONMENTAL SERVICES, INC.

/s/Christopher J. Polimino
General Manager

Accepted the 8 day of February , 1998   
/s/ Ronald L. Martin 


EXHIBIT ONE

OP-TECH will provide you with a company owned pick-up truck and 
will provide the insurance and
gasoline for the vehicle mentioned above.

You will receive:  All benefits as noted in the Union Agreement 
dated July 1, 1997.






February 1, 1998


Mr. Thomas J. Burke 
5 Pine Street       
Norwood, NY 13668       


RE:  EMPLOYMENT CONTRACT


Dear Tom: 

This letter states the terms and conditions of your 
employment with OP-TECH Environmental Services,
Inc. (the Firm) from February 5, 1998 until February 5, 1999, 
or until your employment is terminated
either by you or by the Firm.

Your obligation is to devote all of your business time 
energies, and abilities to the performance of your
assigned duties, in the Firm in an efficient, trustworthy, 
and businesslike manner.  In the event of
termination of your employment either by you or the Firm, 
you will work cooperatively as directed by
the Firm to effect an orderly and professional transfer of 
your responsibilities, and without the prior
express written consent of the President, you will refrain 
for two years from (1) conducting employment
related discussions with Firm employees, and (2) conducting 
service-related discussions with Firm clients
or parties identified by the Firm as active or prospective 
clients as of the effective date of termination.

In consideration of the services mentioned above, the Firm 
will pay to you a salary based upon the
amount of $37,800 per annum.  Also, in consideration of 
your productivity and efficiency, the Firm will
pay you an annual bonus according to the plan approved by 
the Board of Directors.                        
								      

If you become unable, due to disability, to perform such duties 
for a period of six (6) consecutive
months, your employment will automatically terminate at the end 
of the sixth full month of your
disability.  Income after that date will be received directly 
from your own insurance company provided
you maintain long-term disability insurance.

If either you or the Firm elect to terminate your employment, 
the party electing to terminate must provide
at least three months prior written notice to the other party.  
This notice is in lieu of any severance pay. 
If you provide no such timely notice, you will forfeit any 
right to incentive payments for the year during
which termination occurred.
Mr. Thomas J. Burke 
February 1, 1998

This letter contains all understandings between you and 
the Firm concerning employment, supersedes all
prior understandings, and may be modified only by written 
agreement executed by you and the Firm.


OP-TECH ENVIRONMENTAL SERVICES, INC.



/S/Christopher J. Polimino
General Manager

Accepted the 8th day of February , 1998   

 

						      






EXHIBIT ONE

You will receive all benefits as outlined in the Labor Trade 
Agreement dated July 1, 1997.


February 1, 1998


Mr. Richard M. Fairbridge
82 Fenton Street    
Waddington, NY 13694           


RE:  EMPLOYMENT CONTRACT


Dear Richard: 

This letter states the terms and conditions of your employment 
with OP-TECH Environmental Services,
Inc. (the Firm) from February 5, 1998 until February 5, 1999, 
or until your employment is terminated
either by you or by the Firm.

Your obligation is to devote all of your business time energies, 
and abilities to the performance of your
assigned duties, in the Firm in an efficient, trustworthy, 
and businesslike manner.  In the event of
termination of your employment either by you or the Firm, 
you will work cooperatively as directed by
the Firm to effect an orderly and professional transfer of 
your responsibilities, and without the prior
express written consent of the President, you will refrain 
for two years from (1) conducting employment
related discussions with Firm employees, and (2) conducting 
service-related discussions with Firm clients
or parties identified by the Firm as active or prospective 
clients as of the effective date of termination.

In consideration of the services mentioned above, the Firm 
will pay to you a salary based upon the
amount of $43,000 per annum.  Also, in consideration of your 
productivity and efficiency, the Firm will
pay you an annual bonus according to the plan approved by 
the Board of Directors.  Thirdly, you will
be entitled to such other benefits as are set forth in a 
schedule attached hereto and made a part hereof as
EXHIBIT ONE.                                                                

If you become unable, due to disability, to perform such 
duties for a period of six (6) consecutive
months, your employment will automatically terminate at 
the end of the sixth full month of your
disability.  Income after that date will be received 
directly from your own insurance company provided
you maintain long-term disability insurance.

If either you or the Firm elect to terminate your 
employment, the party electing to terminate must provide
at least three months prior written notice to the other party.  
This notice is in lieu of any severance pay. 
If you provide no such timely notice, you will forfeit any 
right to incentive payments for the year during
which termination occurred.
Mr. Richard Fairbridge
February 1, 1998

This letter contains all understandings between you and the 
Firm concerning employment, supersedes all
prior understandings, and may be modified only by written 
agreement executed by you and the Firm.


OP-TECH ENVIRONMENTAL SERVICES, INC.



/s/Christopher J. Polimino
General Manager


Accepted the 8th day of February , 1998   
/s/Richard M. Fairbridge
 


EXHIBIT ONE

The firm will pay you a car allowance of $92.31/week to be 
included in your paycheck.  Mileage will
be reimbursed to you at a rate of $.07/mile.

You will receive all benefits as noted in the Union Labor 
agreement dated July 1, 1997.