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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Amended Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

AMERICAN ECOLOGY CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the

Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party: L. GARY DAVIS, CPA DIRECTOR OF AUDIT

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4) Date Filed:

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AMERICAN ECOLOGY CORPORATION
805 W. IDAHO, SUITE 200
BOISE, IDAHO 83702-8916
(208) 331-8400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1997

The Annual Meeting of Stockholders of American Ecology Corporation
(the "Company") will be held on May 22, 1997, at 10:00 a.m., mountain time, at
the Owyhee Plaza, Capitol Room, 1109 Main Street, Boise, Idaho.

The meeting is being held to consider and act upon the following
matters:

1. To elect eight directors of the Board of Directors;

2. To amend the Company's Restated Certificate of Incorporation to
increase the authorized common stock from 20,000,000 to 25,000,000 shares;

3. To ratify the selection of Balukoff, Lindstrom & Co., P.A. as the
Company's independent auditors for fiscal year 1997;

4. To ratify the November 13, 1996 issuance of Series E Redeemable
Convertible Preferred Stock and associated warrants;

5. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 16,
1997 as the record date for determining those stockholders who will be entitled
to vote at the meeting and any adjournments or postponements thereof. A list
of stockholders will be available for inspection for a period of 10 days prior
to the meeting at the Company's principal office identified above and will also
be available for inspection at the meeting.

Please sign and date the enclosed proxy and return it promptly in the
enclosed self-addressed pre-paid envelope. If you attend the meeting, you may
withdraw your proxy and vote your shares in person.

BY ORDER OF THE BOARD OF DIRECTORS

PHILLIP K. CHATTIN
Secretary

Boise, Idaho
April 22, 1997
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AMERICAN ECOLOGY CORPORATION

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1997

PROXY STATEMENT

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

This Proxy Statement relates to the Annual Meeting of Stockholders of
American Ecology Corporation, a Delaware corporation (the "Company"), to be
held on May 22, 1997, at 10:00 a.m., mountain time, at the Owyhee Plaza,
Capitol Room, 1109 Main Street, Boise, Idaho, including any adjournments or
postponements thereof (the "Meeting"). This Proxy Statement, the accompanying
proxy card and the Company's Annual Report are first being mailed to
stockholders of the Company on or about April 22, 1997. THEY ARE FURNISHED IN
CONNECTION WITH THE SOLICITATION BY THE COMPANY OF PROXIES FROM THE HOLDERS OF
THE COMPANY'S COMMON STOCK, PAR VALUE $.01 PER SHARE ( "COMMON STOCK"), FOR USE
AT THE MEETING. Holders of preferred stock of the Company do not have voting
rights with respect to the matters to be considered at the meeting.

The principal solicitation of proxies is being made by mail; however,
additional solicitation may be made by telephone, telegraph, facsimile or
personal visits by directors, officers and regular employees of the Company and
its subsidiaries, who will not receive additional compensation therefore. The
Company has retained ChaseMellon Shareholder Services to aid in the
solicitation of proxies. Estimated fees expected to be incurred by the Company
in this connection should not exceed $10,000. The Company will reimburse
brokerage firms and others for their reasonable expenses in forwarding
soliciting material.

All shares represented by duly executed proxies in the accompanying
form received prior to the Meeting will be voted in the manner specified
therein. Any stockholder granting a proxy may revoke it at any time before it
is voted by filing with the Secretary of the Company either an instrument
revoking the proxy or a duly executed proxy bearing a later date. Proxies may
also be revoked by any stockholder present at the Meeting who expresses a
desire to vote his shares in person. As to any matter for which no choice has
been specified in a duly executed proxy, the shares represented thereby will be
voted FOR each proposal listed herein and, in the discretion of the persons
named in the proxy in any other business that may properly come before the
Meeting.

STOCKHOLDERS ARE URGED, WHETHER OR NOT THEY EXPECT TO ATTEND THE
MEETING TO COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1996 is being furnished with this Proxy Statement to stockholders
of record on April 16, 1997. The Annual Report to Stockholders does not
constitute a part of the proxy soliciting material except as otherwise provided
by the rules of the Securities and Exchange Commission, or as expressly
provided for herein.

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OUTSTANDING SHARES AND VOTING RIGHTS

The Board of Directors of the Company has fixed April 16, 1997 as the
record date ("Record Date") for the determination of stockholders entitled to
notice of and to vote at the Meeting. On the Record Date there were 8,015,308
shares of common stock issued and outstanding and entitled to vote. The
Company has no other voting securities outstanding. Each stockholder of record
is entitled to one vote per share held on all matters submitted to a vote of
stockholders, except that in electing directors, each stockholder is entitled
to cumulate his or her votes and give any one candidate an aggregate number of
votes equal to the number of directors to be elected (eight) multiplied by the
number of his or her shares, or to distribute such aggregate number of votes
among as many candidates as he or she wishes. For a stockholder to exercise
his or her cumulative voting rights, the stockholder must give notice of his or
her intention to cumulatively vote prior to the Meeting, or at the Meeting in
person, prior to voting. If any stockholder has given such notice, all
stockholders may cumulatively vote. The holders of proxies will have
authority to cumulatively vote and allocate such votes in their discretion to
one or more of the director nominees. The holders of the proxies solicited
hereby do not, at this time, intend to cumulatively vote the shares they
represent, unless a stockholder indicates his intent to do so, in which
instance the proxy holders intend to cumulatively vote all the shares they hold
by proxy in favor of some or all of the director nominees identified herein.

The holders of a majority of the outstanding shares of common stock on
the Record Date present at the Meeting in person or by proxy will constitute a
quorum for the transaction of business at the meeting. An affirmative vote of a
majority of the shares present and voting at the Meeting is required for
approval of all matters except Proposal 2, as to which the affirmative vote of a
majority of the outstanding shares of common stock is required for approval.
Abstentions and broker non-votes are each included in the determination of the
number of shares present. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders and thus have the effect of effect
of voting against a proposal, whereas broker non-votes are not counted for
purposes of determining whether a proposal has been approved and thus have no
effect, except in regard to Proposal 2.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

DIRECTORS. At the Meeting, eight directors are to be elected.
If Proposal 1 is adopted, eight directors will be elected to hold office until
the next Annual Meeting of Stockholders or until the election and qualification
of his or her respective successor. It is the intention of the persons named
in the proxy to vote the proxies which are not marked to the contrary for the
election as directors of the persons named below as nominees. If any such
nominee refuses or is unable to serve as a director, the persons named as
proxies may in their discretion vote for any or all other persons who may be
nominated. The eight nominees receiving the greatest number of votes cast will
be elected directors, provided that each nominee receives at least a majority
of the votes cast.

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Director nominees standing for election to serve until the 1998 Annual Meeting
are:

NAME AGE POSITION WITH COMPANY DIRECTOR SINCE
- ---- --- --------------------- --------------

Jack K. Lemley 62 Director, Chairman, Chief 1992
Executive Officer and President
Paul F. Schutt 64 Director 1994
John J. Scoville 61 Director 1984
Patricia M. Eckert 49 Director 1995
Edward F. Heil 52 Director 1994
Rotchford D. Barker 60 Director 1996
Paul C. Bergson 52 Director 1996
Keith D. Bronstein 47 Director 1997

Please see "Directors and Officers" below, for a brief business biography of
each director-nominee.

PROPOSAL NO. 2

AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK

On April 11, 1997, the Board of Directors by unanimous vote of those
present, adopted a resolution approving and submitting to a vote of the
stockholders an amendment to Article Fourth of the Company's Restated
Certificate of Incorporation ("Certificate") to increase its authorized common
stock from 20,000,000 to 25,000,000 shares. The text of Article Fourth as
proposed to be amended is as follows:

"FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is 25,000,000 shares of common stock,
par value $.01 per share (the "Stock") and 1,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock" or
"Preferred Shares")."

The proposed increase in the authorized common stock is recommended by
the Board of Directors to ensure the availability of an adequate supply of
authorized unissued shares for the planned shareholder rights offering, stock
options, the exercise of existing warrants and other corporate purposes as may
be decided by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK. The
proposed amendment will be adopted if a majority of the outstanding common
stock is voted in favor of the proposed amendment.

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PROPOSAL NO. 3

SELECTION OF AUDITORS

The Board of Directors has selected Balukoff, Lindstrom & Co., P.A.
("Balukoff, Lindstrom"), as independent auditors for the Company's 1997 fiscal
year. Balukoff, Lindstrom examined the financial statements of the Company for
its 1996 fiscal year. It is expected that representatives of Balukoff,
Lindstrom will be present at the Meeting, will have the opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.

Although selection of auditors is not required to be submitted to a
vote of the stockholders, THE BOARD OF DIRECTORS HAS DECIDED TO ASK THE
STOCKHOLDERS TO APPROVE THE SELECTION AND RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVAL. If a majority of shares of common stock voting on this proposal
at the Meeting does not vote to approve the selection, the Board will
reconsider the selection.

PROPOSAL NO. 4

RATIFICATION OF ISSUANCE OF CONVERTIBLE REDEEMABLE
SERIES E PREFERRED STOCK AND ASSOCIATED WARRANTS

On October 31, 1996, the Board of Directors unanimously approved the
issuance of 300,000 new Series E Redeemable Convertible Preferred Stock
("Series E") and associated Warrants ("Warrants") to two subscribing directors
(Messrs. Barker and Heil) who abstained from consideration and voting at the
meeting. Each Series E share has a Warrant associated with it allowing the
holder to purchase ten shares of the Company's common stock at the price of
$1.50 per share on or after July 1, 1997. The following excerpt from the
minutes of the Directors' October 31, 1996 meeting best describes the Directors'
consideration of the reasons for and the fairness to the Company of the
transaction:

"Next, the Directors engaged in a lengthy discussion concerning the
historical and current financial condition of the Company and its
future financial and operational prospects. The Directors concluded
that the ability to eliminate any dilution by the new preferred
through a rights offering left the warrants and the dividends to be
paid in kind as the sole fairness issues. The Directors discussed the
Series D private placement of preferred stock by the Company in
September 1995 wherein warrants were issued to the subscribers. The
Directors considered whether, and under what terms, a third party
(including venture capitalists) would make a similar investment, and
concluded a third party investor would likely demand substantial
equity in the Company, severely diluting existing shareholders. It
was noted that discussions with the Bank indicated that if the Bank
were to exchange its debt for equity, it would also severely dilute,
if not eliminate, existing shareholders. That fact that the Bank
demanded and received warrants for 10% of the Company's stock
exercisable at $1.50 per share in order to restructure the Bank debt
without extending additional credit was noted. Given the urgency of
the Company's financial condition, and the risk to be undertaken by
the subscribers to the preferred stock, the Directors concluded that
an alternative transaction was not possible. It was also concluded
that if the Company did not act promptly to secure new financing or
equity, that the Company's business failure was likely. Given the
Company's current financial condition, new financing other than

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equity is impossible. It was pointed out that no other parties had
come forward seeking to invest $3,000,000 in the Company on terms that
would be more favorable than those of the proposal. It was also noted
that the Company's outside financial consultants, Jay Alix & Company,
after studying the Company and developing a financial model
forecasting flat revenue and decreasing operating costs, had suggested
a restructure plan whereby the company would severely contract the
size and scope of operations and trade its debt to the Bank for
equity, almost entirely eliminating its existing shareholders. That
plan was previously rejected because it was not in the best interest
of existing shareholders. It was noted that the warrants to be issued
in accordance with the Proposal were exercisable only after the time
set for a shareholder rights offering, were exercisable at $1.50 per
share and would be diluted by any rights offering. Recently, the
Company's stock price has traded at a high of 1 1/8 and low of 7/8,
showing an overall decline of 12% since September."

Mr. Barker and Mr. Heil, respectively, subscribed to and paid for
200,000 and 100,000 Series E shares at $10.00 per share effective November 13,
1996, and were issued Warrants to purchase, after June 30, 1997 and before July
1, 2003, common stock at $1.50 per share for each Series E share. The purchase
agreement is attached hereto as Exhibit 99.5. Subsequently, Mr. Barker sold
25,000 and 1,000 Series E shares and associated Warrants to Mr. Bronstein and
Mr. Bergson, both of whom are directors, at the price of $10.00 per share. The
entire proceeds of the issuance were used as working capital by the Company.

The Series E stock was issued to satisfy a condition required by the
Company's bank when its secured credit agreement was renegotiated and extended.
The condition required the Company to raise $3.0 million in new equity before
the end of 1996, and to use its best efforts to raise an additional $2.0
million in equity by June 30, 1997. The Company intends to satisfy this
condition by an offering to all holders of common stock to subscribe for one
share of common stock at $1.00 per share for each share of common stock held
("Rights Offering").

The Series E stock is non-voting; has a liquidation preference of
$10.00 per share, plus unpaid dividends; has an annual dividend of 11.25% paid
quarterly solely in common stock of the company at its average trading price 10
days prior to quarter-end; will be redeemed by the Company at its $10.00 stated
value in a Rights Offering provided the proceeds of the Rights Offering exceeds
$5,000,000; is convertible after June 30, 1997 into 10 shares of common stock
if the Rights Offering does not occur; will be converted pro-rata into 10
shares of common stock to the extent it is not redeemed in the Rights Offering;
has an anti-dilution provision other than in the Rights Offering; and requires
an unanimous vote of all holders to modify or amend its terms.

The Certificate of Designation setting forth the terms of the Series E
stock is attached hereto as Exhibit 99.6. Additionally, the Series E stock is
described in Footnote 8 to the Company's Financial Statements in its 1996
Annual Report which accompanies this Proxy Statement.

The following chart is intended to show the effect on subscribers and
current shareholders of the Series E stock issuance based on the two most
opposite hypothetical cases. In each case, it is assumed the warrants are
exercised entirely (equity proceeds to the Company of $4.5 million). The first
case assumes the Rights Offering is entirely unsuccessful and the Series E is
therefore converted to common stock. The second case assumes the Rights
Offering is fully subscribed and the Series E shares are therefore redeemed.

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TOTALLY UNSUCCESSFUL RIGHTS OFFERING
FULL SUBSCRIPTION OF RIGHTS OFFERING

Currently % Series E Exercise of Warrants Total Common %
--------- - -------- -------------------- ------------ -
@ $1.50
-------

R. Barker 134,148 1.67 1,740,000 1,740,000 3,614,148 25.79
--------- ---------- -----
0 2,008,296 10.55

E. Heil 2,007,234 25.04 1,000,000 1,000,000 4,007,234 28.59
--------- ---------- -----
0 5,014,468 26.35

K. Bronstein 67,533 0.84 250,000 250,000 567,533 4.05
--------- ---------- -----
0 385,066 2.02

P. Bergson 161 0.01 10,000 10,000 20,161 0.14
--------- ---------- -----
0 10,322 0.05

All other 5,806,232 72.44 0 N/A 5,806,232 41.43
shareholders
--------- ---------- -----
0 11,612,464 61.03

========== =====

14,015,308 100
---------- -----
TOTALS 8,015,308 100 19,030,616 100

At the time of the transaction, the Company, acting upon advice of
counsel, concluded that stockholder approval of the was not required by either
Delaware law, the Company's Certificate of Incorporation, its bylaws, or rules
of the NASDAQ Stock Market, Inc. relating to stockholder approval of issuance of
listed securities. Subsequent to the issuance of the Series E, the NASDAQ Stock
Market, in a letter to the Company, concluded that the Company's issuance of the
Series E stock and Warrants, without prior stockholder approval, constituted a
violation of the NASDAQ Stock Market's continued listing rules. The Company has
disputed, and continues to dispute, the NASDAQ's interpretation of its rules.
However, the Company believes it is in the best interest of its stockholders to
seek ratification of the issuance of the Series E preferred stock. Copies of
the share Purchase Agreement, Series E Designation Certificate, and Form of
Warrant issued in the transaction are attached to this Proxy Statement as
Exhibit 99.5, 99.6 and 99.7, respectively.

Although the issuance of the Series E Redeemable Convertible preferred
stock and associated warrants is not in the Company's opinion, required to be
submitted to a vote of the stockholders, the Board has decided to ask the
stockholders to approve the transaction. THE BOARD OF DIRECTORS RECOMMENDS
THAT THE STOCKHOLDERS VOTE FOR APPROVAL. If a majority of the shares of common
stock represented at the Meeting does not vote to approve the transaction, the
Board will consider what action, if any, it may lawfully take with respect to
the transaction.

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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS.

The Committees of the Board of Directors during 1996 were the
Nominating, Executive, Audit and Compensation Committees.

The members of the Nominating Committee are Messrs. Lemley, Heil and
Scoville. Mr. Scoville is chairman. The Nominating Committee searches for and
recommends to the Board of Directors, qualified and experienced individuals to
fill vacancies and new director seats, upon expansion of the board. The
Nominating Committee met twice during 1996.

The members of the Executive Committee are Messrs. Lemley, Barker,
Heil and Scoville. Mr. Lemley is chairman. Except certain powers which, under
Delaware law, may only be exercised by the full Board of Directors, the
Executive Committee may exercise all powers and authority of the Board of
Directors in the management of the business of the Company. The Executive
Committee did not meet in 1996.

The members of the Audit Committee are Messrs. Bergson, Schutt and Ms.
Eckert. Mr. Schutt is chairman. The Audit Committee reviews the proposed plan
and scope of the Company's annual audit as well as the result when it is
completed. The Committee reviews the services provided by the Company's
independent auditors and their fees. The Committee also meets with the
Company's financial personnel to assure the adequacy of the Company's
accounting principles, financial controls and policies. The Committee is also
charged with reviewing transactions which may present a conflict of interest on
the part of management or directors. The Audit Committee met three times in
1996.

The members of the Compensation Committee are Messrs. Barker, Bergson,
Heil and Schutt. Mr. Barker is chairman. The Compensation Committee reviews
and approves executive officer and key employee compensation and benefits. It
also administers the Company's employee stock option plan, approving the grant
and terms of stock options to executives and key employees of the Company. The
Compensation Committee met one time in 1996.

During 1996, the Board of Directors held twenty meetings. All
directors attended 80% or more of the meetings of the Board of Directors and
Committees of the Board on which they served.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

During 1996, no member of the Directors Compensation Committee was an
officer or employee of the Company or any of its subsidiaries, or had any other
relationship requiring disclosure by the Company under Item 404 of SEC
Regulation S-K.

During 1996, no executive officer of the Company served as: (i) a
member of the compensation committee (or other board committee performing
equivalent functions) of an unrelated entity, one of whose executive officers
served on the Directors Compensation Committee of the Company, (ii) a director
of an unrelated entity, one of whose executive officers served on the Directors
Compensation Committee of the Company, or (iii) a member of the Compensation
Committee (or other board committee performing equivalent functions) of another
entity, one of whose executive officers served as a director of the Company.

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Directors who are not employees of the Company or its subsidiaries
receive an annual fee of $16,000 payable monthly plus $1,333 for each special
meeting attended in person, which at the director's discretion is payable
quarterly in stock of the Company at its then market price. Directors who are
employees of the Company receive no additional compensation for their service
as directors. All directors are reimbursed for their travel and other expenses
involved in attendance at Board and committee meetings.

In addition, each director who at the time of his or her initial
election to the Board is not an employee of the Company is granted, a stock
option to purchase from the Company 7,500 shares of the Company's common stock.
Each director who is not an employee of the Company at the time of each
re-election to the Board is also granted a stock option to purchase from the
Company 7,500 shares of the Company's common stock.

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STOCK PERFORMANCE GRAPH.(1)

The following graph compares the most recent five year market-value
performance of the Company's common stock to the NASDAQ US and Foreign Stock
Index, and a hazardous waste industry peer group(2) which the Company believes
accurately reflects its competitors. The graph assumes that the value of the
investment in the common stock and each index was $100 at December 31, 1989.

PERFORMANCE GRAPH

1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----

American Ecology Corporation 300.0 234.0 204.0 175.9 78.8 30.4
NASDAQ US & Foreign Stock 135.7 157.4 181.1 175.3 243.6 267.2
Peer Group 104.9 104.5 69.1 56.3 64.8 66.5

[GRAPH]

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

(1) Notwithstanding filings by the Company with the SEC that have incorporated
or may incorporate by reference other SEC filings (including this proxy
statement) in their entirety, this performance graph shall not be incorporated
by reference into such filings and shall not be deemed to be filed with the
SEC except as specifically provided otherwise or to the extent required by Item
402 of Regulation S-K.

(2) The companies which make up the Company s peer group are: 3CI Complete
Compliance Corp.; American Medical Tech, Inc.; American Waste Services;
Ametech; Biomedical Waste Systems, Inc.; Chemical Waste Management; WMX
Technologies, Inc.; Clean Harbors Inc.; Environmental Services of America,
Inc.; GNI Group; Metalclad Corp.; Mobley Environmental Services, Inc.; Molten
Metal Technology; Perma-Fix Environmental Services, Inc.; Rollins Environmental
Services; Safety Kleen Corp.; and Security Environmental Systems.

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DIRECTORS AND EXECUTIVE OFFICERS

OFFICE HELD AS OF
MARCH 24, 1997 NAME AGE CITY STATE DIRECTOR/OFFICER
- -------------- ---- --- ---- ----- ----------------

Director, Chairman, Jack K. Lemley 62 Boise Idaho 1992-Director
Chief Executive Officer October 12, 1995-
and President . . . . . Officer
Vice President . . . . Joseph J. Nagel 54 Boise Idaho February 14, 1997
Vice President . . . . Richard F. Paton 47 Boise Idaho October 12, 1995
Vice President . . . . Robert S. Thorn 74 Boise Idaho May 22, 1996
Treasurer . . . . . . . Ian P.F. Dorling 49 Boise Idaho March 27, 1996
Director . . . . . . . Rotchford D. Barker 60 Golf Illinois 1996
Director . . . . . . . Paul C. Bergson 52 Washington D.C. 1996
Director . . . . . . . Keith D. Bronstein 47 Phoenix Arizona 1997
Director . . . . . . . Patricia M. Eckert 49 San Francisco California 1995
Director . . . . . . . Edward F. Heil 52 Downers Grove Illinois 1994
Director . . . . . . . Paul F. Schutt 64 Norcross Georgia 1994
Director . . . . . . . John J. Scoville 61 Santa Rosa California 1984

Jack K. Lemley is the Chairman of the Board, Chief Executive Officer and
President of the Company. Prior to February 1995, he was an independent
business consultant. From May 1989 through 1993, Mr. Lemley was Chief
Executive Officer of Transmanche-Link J.V. which designed and built the tunnel
and related transportation infrastructure to provide train service between
England and France. Prior to his position at Transmanche-Link, Mr. Lemley
founded Lemley and Associates, Inc. and was a management consultant to various
clients in the industry. Mr. Lemley is also a director of Idaho Power Company.

Joseph J. Nagel joined the Company in 1996 as Vice President for
Governmental and Regulatory Affairs. In February 1997, Mr. Nagel was appointed
Executive Vice President and Chief Operating Officer of the Company's US
Ecology subsidiary. Prior to that, Mr. Nagel spent six years as Administrator
of the Idaho Division of Environmental Quality.

Richard F. Paton has been employed by the Company or its subsidiaries in
various positions since 1986.

Robert S. Thorn served as a consultant to the Company from November 1995 to
May 1996 when he accepted the position of Vice President, Administration and
Chief Accounting Officer. Prior to that time, Mr. Thorn served as a consultant
with Lemley and Associates, Inc., a consulting engineering firm, from 1994 to
November 1995 and before that as U.K. Controls Director for Transmanche-Link,
J.V. which designed and built the tunnels and related transportation
infrastructure to provide train service between England and France.

Ian P.F. Dorling accepted employment with the Company in February 1996, and
was appointed Treasurer in March 1996. Prior to that time, Mr. Dorling was the
manager of cash management of Morrison - Knudsen Corporation, a Boise, Idaho
based engineering and construction firm.

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Rotchford D. Barker became a director in April 1996. Mr. Barker is an
independent business man and commodity trader. Mr. Barker has been a member of
the Chicago Board of Trade for more than thirty years and has served on the
board of directors of the exchange. Mr. Barker was the President of Agra
Trading, Inc. until that company was acquired by Gill & Duffus, a United
Kingdom holding company, in 1970. He has also served as a director of Agra
Trading, Inc., Colorado Beef, Inc. and the December Group.

Paul C. Bergson became a director of the Company in February 1996. Mr.
Bergson is a principal in Bergson & Company, a government relations consulting
firm serving a range of clients in tax, environmental and chemical matters.
Mr. Bergson is also a General in the U.S. Army Reserves, a member of the Board
of Advisers of the Far East Studies Institute and serves on the boards of
several philanthropic organizations.

Keith D. Bronstein, a member of the Chicago Board of Trade and President of
Tradelink LLC, became a director in January 1997. Previously he has served as
a board member of the American Cancer Society, as lay board member of The
University of Wisconsin Medical School, as a member of the Wisconsin Health
Policy Board, and is a trustee member of Highland Park Hospital & Lakeland
Health Service. Mr. Bronstein was a co-founder of S'Lil Pharmaceuticals, a
bio- technology company involved in early-stage discovery and development of
pharmaceutical drugs.

Patricia M. Eckert currently practices law and is the owner of a consulting
firm, Patricia M. Eckert & Associates. Ms. Eckert formerly served as the
President of the California Public Utilities Commission and served as a
Commissioner from 1989 to 1994.

Edward F. Heil has been the Chairman of the Board of American Environmental
Construction Company for more than the last five years. Mr. Heil is also a
director of Medi Net, Inc.

Paul F. Schutt has been the Chief Executive Officer and a director of
Nuclear Fuel Services Inc. for more than the past 5 years. Mr. Schutt also led
the formation of Advanced Recovery Systems, Inc., and NFS Radiation Protection
Systems, Inc., and serves as a director on the boards of those companies. Mr.
Schutt was a founding director in 1968 and President of Nuclear Assurance
Corporation, Senior Planning Analyst for Union Carbide (AECOP), Oak Ridge,
Tennessee, and held management positions in Marketing, Planning and Research
and Development for Babcock & Wilcox Co.

John J. Scoville is President of J.J. Scoville & Associates, Inc., a
nuclear consulting firm. He was President of US Ecology, Inc., a subsidiary of
the Company, from April 1981 to May 1990 and became a director of the Company
in March 1984. Mr. Scoville was also a Vice President of the Company from May
1986 to May 1990.

There are no family relationships among the directors and executive
officers of the Company.

The Company is not aware of any involvement in legal proceedings by its
directors or executive officers during the past five years that are material to
an evaluation of the ability or integrity of such director or executive
officer.

11
14
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT.

Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires
that reports of beneficial ownership of common stock and preferred stock and
changes in such ownership be filed with the Securities and Exchange Commission
(the "SEC") by Section 16 "reporting persons" including directors, certain
officers, holders of more than 10% of the outstanding common stock or preferred
stock, and certain trusts of which certain reporting persons are trustees. The
Company is required to disclose in this proxy statement each reporting person
whom it knows to have failed to file any required reports under Section 16 on a
timely basis. Based solely upon a review of copies of Section 16 reports
furnished to the Company and written statements confirming that no other
reports were required, to the Company's knowledge, all Section 16 reporting
requirements applicable to known reporting persons, except for one Form 3
report which was filed late by Mr. Thorn, were complied with during 1996.

EXECUTIVE COMPENSATION

Set forth below is information regarding the compensation of the
Company's Chief Executive Officer and the other most highly compensated
executive officers for 1996 (together with the Chief Executive Officer, the
"named officers"). In addition, information is included regarding the
compensation of one individual who would have been included in the named
officers but for the fact he was not an executive officers of the Company at
December 31, 1996.

Summary Compensation Table. The summary compensation table set forth
below contains information regarding the compensation of each of the named
officers for services rendered in all capacities during 1994, 1995 and 1996.

12
15
SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation ---------------
Name and Principal ------------------------------- Stock Options All-Other
Position Year Salary Bonus (No. of Shares) Compensation(1)
-------- ---- ------ ----- --------------- ------------

Jack K. Lemley. . . . . . . . . 1996 $150,000 -0- -0- $ 761.52
Chairman & CEO 1995 $167,017 -0- 250,000 $ 4,588.63
1994 -0- -0- 10,000 -0-

Richard F. Paton. . . . . . . . 1996 $ 96,890 -0- -0- $ 3,197.74
Vice President 1995 $ 96,828 -0- 1,500 $ 3,919.32
1994 $ 94,853 $ 5,000 -0- $ 7,379.08

Edmund J. Gorman (2). . . . . . 1996 $120,700 -0- -0- $ 3,785.92
President & COO 1995 $ 46,515 -0- 150,000 $ 1,793.43
1994 -0- -0- -0- -0-

Robert S. Thorn(3). . . . . . . 1996 $ 59,558 -0- -0- $41,327.53
Vice President Administration 1995 -0- -0- -0- $12,880.00
1994 -0- -0- -0- -0-

Option Grants. There were no options granted in 1996 to the named
officers.

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

(1) Includes the amount of premium paid by the Company for group term life
insurance for each named executive officer, car allowance and the amount of the
Company s matching contribution for each named executive officer under the
Company s 401(k) Savings Plan and the Company s Retirement Plan.

(2) Mr. Gorman left the Company effective October 11, 1996. His annual salary
was $175,000.

(3) Mr. Thorn became an employee May 1, 1996 with an annual salary of $95,000.
Prior to becoming an employee (November 26, 1995 - April 30, 1996), he was paid
$10,000 per month as a consultant.

13
16

Option Exercises and 1996 Year-End Option Holdings. Shown below is
information with respect to unexercised options to purchase Common Stock
granted in prior years to the named officers and held by them at December 31,
1996. None of the named officers exercised any stock options in 1996.

Number of Unexercised Value of Unexercised
Options at In-the-Money Options
December 31, 1996 at December 31, 1996
Name Exercisable/Unexercisable Exercisable/Unexercisable(4)
---- ------------------------- -------------------------

Jack K. Lemley........................ 170,500/100,000 $0/$0
Richard F. Paton...................... 3,400/ 1,600 $0/$0

COMPENSATION COMMITTEE REPORT.(5)

The Compensation Committee of the Board of Directors is composed entirely
of outside directors and is responsible for developing and making
recommendations to the Board with respect to the Company's executive
compensation policies. The Committee also reviews and approves the Company's
compensation and benefit plans. This Report describes the basis on which the
1996 compensation determinations were made by the Compensation Committee with
respect to the executive officers of the Company.

The Company believes that executive compensation should reflect value
created for stockholders in furtherance of the Company's strategic goals. The
following objectives are among those utilized by the Compensation Committee:

1. Executive compensation should be meaningfully related to the
long-term and short-term value created for stockholders.
2. Executive compensation programs should support the long-term and
short-term strategic goals and objectives of the Company.
3. Executive compensation programs should reflect and promote the
Company's overall value, business standards and reward individuals
for outstanding contributions to the Company's success.
4. Short and long term executive compensation play a critical role in
attracting and retaining well qualified executives.

Currently the Company has a compensation program based on three
components: a base salary, a related bonus program tied to Company performance,
and a stock option program. The Compensation Committee regularly reviews the
various components of the compensation program to ensure that they are
consistent with the Company's objectives.

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

(4) A stock option is considered to be in-the-money if price of the related
stock is higher than the exercise price of the option. The closing market price
of the Common Stock was $1.063 per share on the NASDAQ National Market for
December 31, 1996.

(5) Notwithstanding filings by the Company with the Securities and Exchange
Commission ( SEC ) that have incorporated or may incorporate by reference other
SEC filings in their entirety, this Compensation Committee Report shall not be
incorporated by reference into such filings and shall not be deemed to be
filed with the SEC except as specifically provided otherwise or to the extent
required by Item 402 of Regulation S-K.

14
17

BASE SALARY -- The Compensation Committee, in determining the
appropriate base salaries of its executive officers, generally considers the
level of executive compensation in similar companies in the industry. In
addition, the Compensation Committee takes into account (i) the performance of
the Company and the roles of the individual executive officers with respect to
such performance, and (ii) the particular executive officer's specific
experience and responsibilities, and the performance of such executive officer
in those areas of responsibility. The base salaries for 1996 were established
by the Committee at levels believed to be at or somewhat below competitive
amounts paid to executives of companies in the environmental industry with
comparable qualifications, experience and responsibilities. During 1996, Jack
K. Lemley, the chief executive officer of the Company received a base salary of
$150,000, which the Committee believes to be below the average of the base
salary for chief executive officers with comparable qualifications, experience
and responsibilities of other companies in the environmental industry.

ANNUAL INCENTIVES -- The bonus program provides direct financial
incentives in the form of an annual cash bonus to executive officers to achieve
and exceed the Company's annual goals. The Committee awards cash bonuses based
on the performance of the Company relative to its budgeted net income for the
fiscal year and other pertinent absolute and relative criteria. The
Compensation Committee determined, after the end of 1996, not to pay cash
bonuses to the named officers of the Company, given the financial performance
of the Company which was below expectations. Mr. Lemley received no bonus in
1996.

LONG-TERM INCENTIVES --The stock option program is currently the
Company's primary long-term incentive plan for executive officers and key
employees. The Committee is reviewing other possible long-term incentive plans
and may implement such a plan as a supplement to the stock option program in
the future. The objectives of the stock option program are to align executive
officer compensation and shareholder return, and to enable executive officers
to develop and maintain a significant, long-term stock ownership position in
the Company's Common Stock. In addition, grants of stock options to executive
officers and others are intended to retain and motivate executives to improve
long-term corporate and stock market performance. Stock options are granted at
the prevailing market value and will only have value if the Company's stock
price increases. Generally, grants of stock options vest in equal amounts over
five years, and the executives must be employed by the Company at the time of
vesting in order to exercise the stock option.

15
18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information as of April 10, 1997 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director and nominee for director of the Company individually, (ii) each
executive officer of the Company, and (iii) all directors, nominees for
director and executive officers of the Company listed in the Summary
Compensation Table as a group. Unless otherwise indicated below, each of the
named persons and members of the group has sole voting and investment power
with respect to the shares shown.

NAME of BENEFICIAL OWNER AMOUNT and NATURE of BENEFICIAL PERCENT OF CLASS*
------------------------ ------------------------------- -----------------
OWNERSHIP O
-----------

Rotchford D. Barker 161,421.70(6) 2.0%
Paul C. Bergson 161
Keith D. Bronstein 67,533 *
Patricia M. Eckert 7,500(7) *
Edward F. Heil 2,334,246.95(8) 26.86%
Jack K. Lemley 262,800.72(9) 3.17%
Paul F. Schutt 115,587.10(10) 1.43%
John J. Scoville 61,193.90(11) *
Ian P.F. Dorling 882.449(12) *
Joseph J. Nagel 0 0
Richard F. Paton 5,180.13(13) *
Robert S. Thorn 600 *
All directors and executive
officers as a group (12) 3,017,106.95 32.99%

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

O Direct ownership and sole investment and voting power one unless indicated
otherwise.
* Indicates less than 1%.
(6) Indicates common stock if 3,157.89 Series D Preferred Convertible stock is
converted.
(7) Includes 7,500 shares subject to option.
(8) Includes 17,500 shares subject to option, 314,730 shares in capacity as
trustee of a trust and common stock if 35,245.86 Series D Preferred
Convertible stock is converted.
(9) Includes 150,000 shares subject to option and common stock if 6,052.71
Series D Preferred Convertible stock is converted.
(10) Includes 17,500 shares subject to option and common stock if 5,263.20
Series D Preferred Convertible stock is converted.
(11) Includes 30,500 shares subject to option and common stock if 842.11 Series
D Preferred Convertible stock is converted.
(12) 882.449 shares owned under the 401K plan.
(13) Includes 3,400 shares subject to option and 1,780.13 shares owned under the
401K plan.

16
19
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS

The following information is given with respect to the persons known by the
Company to own beneficially more than 5% of the outstanding shares of the
Common Stock as of December 31, 1996. Unless otherwise noted, each shareholder
listed below has sole voting and investment power with respect to the shares
listed.

Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class
------------------- ------------------ -----

Edward F. Heil (1)..................... 2,334,246.95 26.86%
2901 Centre Circle
Downers Grove, Illinois 60515

Harry J. Phillips, Jr. (2)............. 2,957,758.61 33.20%
3 Riverway, Suite 170
Houston, Texas 77056

Fayez Sarofim (3)...................... 466,980 5.8%
2900 Two Houston Center
Houston, Texas 77010

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

1. Pursuant to a Section 16 Form 4 filed on December 31, 1996, Mr. Heil
reported that 1,329,080 shares of Common Stock were beneficially owned
individually by Mr. Heil and 314,730 shares of Common Stock were
beneficially owned by Mr. Heil in his capacity as trustee of a trust.
Also included are 17,500 shares subject to option, 315,792 Series D
warrants and 30,132 Series E dividends paid in common stock.

2. Pursuant to a Schedule 13-D/A filing on February 16, 1996, Mr. Phillips
reported that he may be deemed the beneficial owner of 952,608 shares of
Common Stock, and 1,110,206 shares of Common Stock owned of record by ECOL
Partners II, Ltd. ("Ecol Partners II") and 2,352 shares owned of record by
Phillips Investments, Inc. As the sole shareholder of Phillips
Investments, Inc., which is the corporate general partner of ECOL Partners
II, Mr. Phillips shares voting and investment power over the Common Stock
owned by Phillips Investments, Inc. and ECOL Partners II.

3. Pursuant to a Schedule 13-G/A filing on February 13, 1997, Mr. Fayez
Sarofim reported that as of December 31, 1996 he may be deemed to be the
beneficial owner of 466,980 shares of Common Stock. Mr. Sarofim reported
sole voting and dispositive power with respect to 413,328 such shares,
shared voting power with respect to 46,742 of such shares, and shared
dispositive power with respect to 53,652 of such shares.

17
20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John J. Scoville, a director of the Company, is President and beneficial
owner of J.J. Scoville and Associates, Inc., which received $89,934.36 as of
March 24, 1997, from the Company for consulting services. Such services were
provided upon terms substantially similar to those the Company would have
engaged in with unrelated parties.

On November 13, 1996, the Company sold 300,000 shares of Series E Redeemable
Convertible Preferred Stock in a private offering to two of the Company's
directors and received cash proceeds of $3,000,000. Each Series E share has a
warrant to purchase ten shares of the Company's common stock associated with it.
The directors are Edward F. Heil and Rotchford D. Barker. Subsequently,
directors Keith D. Bronstein and Paul C. Bergson purchased 25,000 and 1,000
shares, respectively, of the Series E preferred stock and associated Warrants
from Mr. Barker at the issue price. For a full discussion of the terms of the
Series E preferred stock, please see the discussion thereof at Proposal No. 4 on
page 4 hereof.

For details of the Company's Series D and Series E preferred stock, refer
to Note 8 to the 1996 financial statements of the Form 10-K, found in the
Annual Report accompanying this Proxy Statement.

STOCKHOLDER PROPOSALS AT THE NEXT
ANNUAL MEETING OF STOCKHOLDERS

Stockholder proposals submitted for inclusion in the Company's 1998 proxy
materials and consideration at the 1998 annual meeting of stockholders must be
received by the Company no later than December 23, 1997. Stockholder proposals
should be submitted to the Secretary of American Ecology Corporation, 805 W.
Idaho, Suite 200, Boise, Idaho 83702. Any such proposal should comply with
the Securities and Exchange Commission rules governing stockholder proposals
submitted for inclusion in proxy materials.

OTHER MATTERS

The management of the Company knows of no other matters which may come
before the Meeting. However, if any matters other than those referred to above
should properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy to vote all proxies in accordance with their best
judgment.

April 22, 1997 AMERICAN ECOLOGY CORPORATION

18
21

AMERICAN ECOLOGY CORPORATION

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned, hereby revoking all prior proxies, appoints Jack K.
Lemley, Robert S. Thorn and Ian P.F. Dorling, and each of them, proxies with
full and several power of substitution, to represent and to vote all the shares
of Common Stock of AMERICAN ECOLOGY CORPORATION that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
AMERICAN ECOLOGY CORPORATION to be held on May 22, 1997, and at any
adjournment(s) thereof.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ON
THE REVERSE SIDE. IN THE ABSENCE OF SUCH INDICATIONS, A SIGNED PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 AND 4, AND IN ACCORDANCE WITH THE JUDGMENT OF THE
PROXY WITH RESPECT TO ANY OTHER BUSINESS PROPERLY BEFORE THE MEETING.

PLEASE MARK
YOUR VOTES AS [X]
INDICATED IN
THIS EXAMPLE

1. Election of Directors (to withhold authority to vote for any individual
members, strike a line through the members name in the list below)

FOR all nominees WITHHOLD AUTHORITY Rotchford D. Barker, Paul
listed to the right to vote for all nominees Bergson, Keith D. Bronstein,
(except as marked to the listed to the right Patricial M. Eckert, Edward
contrary) F. Heil, Jack K. Lemley,
Paul F. Schutt, John J.
Scoville
[ ] [ ]

2. To amend Article FOURTH of the Restated Certificate of Incorporation of
American Ecology Corporation

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. To ratify the selection of Balukoff, Lindstrom & Co., P.A. as independent
auditors for American Ecology Corporation

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. To ratify the issuance of Series E Redeemable Convertible Preferred Stock
and associated warrants

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

The undersigned acknowledge(s) receipt of the
Notice of the aforesaid Annual Meeting, the
Proxy Statement and Annual Report accompany
the same, each dated April 22, 1997.

Date___________________________________, 1997

_____________________________________________
SIGNATURE OF STOCKHOLDER

_____________________________________________

_____________________________________________
SIGNATURE IF HELD JOINTLY

INDEX TO EXHIBITS

Exhibit
No. Description
------- -----------

99.5 Purchase Agreement dated and effective as of November 13, 1996 by
and among the Company and Edward F. Heil and Rotchford L. Barker.

99.6 Form of: Certificate of Designation, Preferences and Rights of
Series E Redeemable Convertible Preferred Stock of American Ecology
Corporation.

99.7 Form of: Warrant to Purchase Common Stock of American Ecology
Corporation.