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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM 8-K


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


                Date of Report (Date of earliest event reported):
                                January 31, 1996

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                                      EMCON
             (Exact name of registrant as specified in its charter)

       California                       0-16225                94-1738964

(State or other jurisdiction     (Commission File Number)   (I.R.S. Employer
of incorporation or                                         Identification No.)
organization)                               


400 S. El Camino Real, Suite 1200
San Mateo, CA                                                     94402
(Address of principal executive offices)                        (Zip Code)


       Registrant's telephone number, including area code: (415) 375-1522


(Former name, former address and former fiscal year, if changed since last
report)


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This report, including exhibits, consists of 4 pages. The Exhibit index is
located on page 3.




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Item 5.  Other Events

         In a press release  disseminated  on February 1, 1996,  EMCON  publicly
announced  the signing of a  definitive  agreement  for the  purchase of Organic
Waste  Technologies,  Inc. ("OWT"), a privately held landfill gas technology and
services company dedicated to designing, manufacturing, installing operating and
maintaining a complete range of  environmental  control systems for its landfill
clients.

         The acquisition is non-dilutive  to existing  shareholders  and will be
accounted for as a purchase. Under the agreement,  EMCON will acquire all of the
capital  stock  of OWT in  exchange  for $14  million  in cash.  Subject  to the
satisfaction  of  various  closing  conditions,   the  proposed  transaction  is
scheduled to close in early March, 1996.

         A copy of the press release  announcing  this  transaction  is attached
hereto as an exhibit and is incorporated herein by reference.

Item 7.  Exhibits

         A copy of the  Registrant's  press  release  dated January 31, 1996, is
attached hereto as Exhibit 1 and is incorporated herein by reference.


                                   Signatures

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

Date:  February 7, 1996                     EMCON



                                              By:     R. Michael Momboisse
                                                      --------------------------
                                                      R. Michael Momboisse
                                                      Chief Financial Officer
                                                      and Vice President - Legal





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                                      EMCON
                                  Exhibit Index
                                   to Form 8-K


                                                                    Sequentially
                                                                      Numbered
Exhibit          Document                                               Page
- - -------          --------                                           ------------

1               Press Release dated January 31, 1996                     4






















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