EXHIBIT 14.2

                          AMERICAN ECOLOGY CORPORATION
                          CODE OF ETHICS FOR DIRECTORS

I.   OVERVIEW

     This Director Code of Ethics sets forth the guiding principles by which
     Directors of American Ecology Corporation ("American Ecology" or the
     "Company") operate and conduct themselves on behalf of and relative to the
     Company. These principles apply to all of the Company's Directors.

II.  PRINCIPLES

     COMPLYING WITH LAWS, REGULATIONS, POLICIES AND PROCEDURES
     All Directors of American Ecology are expected to understand, respect and
     fully comply with all of the laws, regulations, policies and procedures
     that apply to them in their service as a Director.

     CONFLICTS OF INTEREST
     All Directors of American Ecology should be scrupulous in avoiding any
     action or interest that conflicts or gives the appearance of a conflict
     with American Ecology's interests. A "conflict of interest" exists whenever
     an individual's private interests, financial or otherwise, interfere or
     conflict in any way (or even appear to interfere or conflict) with the
     interests of American Ecology. A conflict situation can arise when a
     Director takes actions or has interests that may make it difficult to
     perform his or her work for American Ecology objectively and effectively.
     Conflicts of interest may also arise when a Director or a member of his or
     her family receives improper personal benefits as a result of his or her
     position with American Ecology, whether from a third party or from American
     Ecology. Conflicts of interest are prohibited as a matter of American
     Ecology policy. Conflicts of interest may not always be clear-cut, so if a
     question arises, Directors are expected to consult with the Chairman of the
     Board's Corporate Governance Committed, who may then consult with the
     Company's Chief Executive Officer ("CEO"), who may then consult with the
     appropriate outside legal counsel. Any Director who becomes aware of an
     actual conflict or a significant potential for conflict to exist should
     bring the matter to the attention of the Chairman of the Board's Corporate
     Governance Committed who will then advise the CEO as soon as practical.

     CORPORATE OPPORTUNITY
     Directors are prohibited from (a) taking for themselves personally
     opportunities that properly belong to American Ecology or are discovered
     through the use of corporate property, information or position; (b) using
     corporate property, information or position for personal gain; and (c)
     competing with the Company. Directors owe a duty to American Ecology to
     advance the Company's legitimate interests when the opportunity to do so
     arises.

     CONFIDENTIALITY
     Directors must maintain the confidentiality of all confidential information
     entrusted to them by American Ecology, except when disclosure is
     specifically authorized by the CEO or required by laws, regulations or
     legal proceedings. Confidential information includes all material
     non-public information that might be of use to customers, competitors,
     vendors, investors, analysts, bankers, or potential investors of American
     Ecology or harmful to American Ecology or its customers or employees if
     disclosed.

     FAIR DEALING
     American Ecology seeks to outperform its competition fairly and honestly.
     The Company seeks competitive advantages through superior performance,
     never through unethical or illegal business practices. Stealing proprietary
     information, possessing or utilizing trade secret information that was
     obtained without the owner's consent or inducing such disclosures by past
     or present employees of other companies is prohibited. Each Director is
     expected to deal fairly with American Ecology's customers, suppliers,
     competitors, officers and employees.

     PROTECTION AND PROPER USE OF AMERICAN ECOLOGY ASSETS
     All Directors should protect American Ecology's assets and ensure their
     efficient use to the extent that they can. All American Ecology assets
     should be used for legitimate business purposes.



     PUBLIC COMPANY REPORTING
     As a public company, American Ecology's filings with the Securities and
     Exchange Commission must be accurate and timely. Depending on their
     position on the Board or its Committees, a Director may be called upon to
     provide information to assure that the Company's public reports are
     complete, fair and understandable. The Company expects Directors will take
     this responsibility very seriously and to provide prompt, accurate answers
     to inquiries related to American Ecology's public disclosure requirements.

     RECORDS
     The Chairman of the Board of Directors or the Chairman of any of the
     Board's Committees shall appoint a Secretary to record the minutes of all
     Board and Committee meetings. Recorded minutes shall be approved and
     maintained in the Company's official records. All approved minutes shall be
     forwarded to the Corporate Secretary. All official Director meetings must
     have minutes to be recognized as having occurred. In the event of
     litigation or governmental investigation, Directors should consult with the
     Company's CEO or CFO regarding additional record retention obligations.

III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

     REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
     Directors who suspect or know of violations of this Code or any illegal or
     unethical business conduct by employees, officers or Directors have an
     obligation to contact the Chairman of the Board's Corporate Governance
     Committed and the Company's CEO.

     ACCOUNTING COMPLAINTS
     If any Director has unresolved concerns or complaints regarding accounting
     or auditing matters of the Company, then he or she is encouraged to submit
     those concerns or complaints (anonymously, confidentially or otherwise) to
     the Chairman of Company's Audit Committee. Subject to its legal duties, the
     Audit Committee will treat such submissions confidentially.

     NON-RETALIATION
     American Ecology prohibits retaliation of any kind against individuals who
     have made good faith reports or complaints of violations of this Code, the
     Company's Standards of Business Conduct, or other known or suspected
     illegal or unethical conduct.

IV.  AMENDMENT, MODIFICATION AND WAIVER
     This Code may be amended or modified by the Board of Directors of American
     Ecology. Waivers of this Code may only be granted on the recommendation of
     the Audit Committee of the Board of Directors. Waivers will be disclosed to
     shareholders as required by the Securities Exchange Act of 1934 and the
     rules thereunder and the applicable rules of the New York Stock Exchange.

Agreed and Acknowledged


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Director's Name                               Date