10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 2011
or
o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________________________________________ to ________________________________________
Commission File Number:  0-11688
		US ECOLOGY, INC.
		(Exact Name of Registrant as Specified in Its Charter)
	Delaware			95-3889638
	(State of Incorporation)			(I.R.S. Employer Identification Number)
	Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho			83706
	(Address of Principal Executive Offices)			(Zip Code)
			(208) 331-8400
			(Registrant’s Telephone Number, Including Area Code)

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

Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   

Yes o   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o  No x

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of May 2, 2011 was 18,310,614.

US ECOLOGY, INC.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	1
	Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010	2
	Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010	3
	Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2011 and 2010	4
	Notes to Consolidated Financial Statements	5
	Report of Independent Registered Public Accounting Firm	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION
Cautionary Statement		19
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Removed and Reserved	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURE		22

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

US ECOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

	March 31, 2011			December 31, 2010
Assets
Current Assets:
Cash and cash equivalents	$	3,709		$	6,342
Receivables, net		24,913			33,553
Prepaid expenses and other current assets		2,943			2,635
Income taxes receivable		258			-
Deferred income taxes		906			455
Total current assets		32,729			42,985
Property and equipment, net		106,705			105,822
Restricted cash		4,115			4,115
Intangible assets, net		42,403			41,740
Goodwill		22,325			21,790
Other assets		892			897
Total assets	$	209,169		$	217,349
Liabilities And Stockholders’ Equity
Current Liabilities:
Accounts payable	$	5,755		$	5,033
Deferred revenue		4,198			3,620
Accrued liabilities		5,511			8,188
Accrued salaries and benefits		2,926			4,051
Income taxes payable		1,833			2,615
Current portion of closure and post-closure obligations		1,350			778
Current portion of capital lease obligations		5			7
Total current liabilities		21,578			24,292
Long-term closure and post-closure obligations		15,702			15,995
Long-term capital lease obligations		2			3
Reducing revolving line of credit		55,500			63,000
Other long-term liabilities		206			201
Deferred income taxes		20,599			19,146
Total liabilities		113,587			122,637
Contingencies and commitments
Stockholders’ Equity:
Common stock $0.01 par value, 50,000 authorized; 18,311 and 18,311 shares issued, respectively		183			183
Additional paid-in capital		61,796			61,892
Retained earnings		33,925			33,940
Treasury stock, at cost, 101 and 119 shares, respectively		(1,680	)		(1,979	)
Accumulated other comprehensive income		1,358			676
Total stockholders’ equity		95,582			94,712
Total liabilities and stockholders’ equity	$	209,169		$	217,349

See Notes to Consolidated Financial Statements.

1

US ECOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended
	March 31,
	2011			2010
Revenue	$	34,143		$	19,540
Other direct operating costs		17,690			10,285
Transportation costs		6,984			2,680
Gross profit		9,469			6,575
Selling, general and administrative expenses		4,828			3,567
Operating income		4,641			3,008
Other income (expense):
Interest income		10			14
Interest expense		(446	)		(1	)
Foreign currency gain (loss)		1,250			(17	)
Other		99			58
Total other income		913			54
Income before income taxes		5,554			3,062
Income tax expense		2,294			1,272
Net income	$	3,260		$	1,790
Earnings per share:
Basic	$	0.18		$	0.10
Diluted	$	0.18		$	0.10
Shares used in earnings per share calculation:
Basic		18,186			18,163
Diluted		18,210			18,185
Dividends paid per share	$	0.18		$	0.18

See Notes to Consolidated Financial Statements.

2

US ECOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2011			2010
Cash Flows From Operating Activities:
Net income	$	3,260		$	1,790
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		3,758			1,792
Unrealized foreign currency gain		(1,303	)		-
Deferred income taxes		670			169
Stock-based compensation expense		203			393
Net loss on sale of property and equipment		2			48
Investment premium amortization		-			12
Changes in assets and liabilities:
Receivables		8,789			2,563
Income tax receivable		(252	)		-
Other assets		(294	)		583
Accounts payable and accrued liabilities		(1,149	)		(1,236	)
Deferred revenue		537			136
Accrued salaries and benefits		(1,147	)		(339	)
Income tax payable		(784	)		898
Closure and post-closure obligations		(81	)		(83	)
Net cash provided by operating activities		12,209			6,726
Cash Flows From Investing Activities:
Purchases of property and equipment		(4,087	)		(2,114	)
Proceeds from sale of property and equipment		11			16
Restricted cash		-			4
Net cash used in investing activities		(4,076	)		(2,094	)
Cash Flows From Financing Activities:
Payments on reducing revolving line of credit		(12,500	)		-
Proceeds from reducing revolving line of credit		5,000			-
Dividends paid		(3,275	)		(3,270	)
Payment of capital lease obligations		(3	)		(3	)
Net cash used in financing activities		(10,778	)		(3,273	)
Effect of foreign exchange rate changes on cash		12			-
(Decrease) increase in cash and cash equivalents		(2,633	)		1,359
Cash and cash equivalents at beginning of period		6,342			31,347
Cash and cash equivalents at end of period	$	3,709		$	32,706
Supplemental Disclosures
Income taxes paid, net of receipts	$	2,692		$	206
Interest paid		258			1
Non-cash investing and financing activities:
Capital expenditures in accounts payable		947			328
Restricted stock issued from treasury shares	$	299		$	551

See Notes to Consolidated Financial Statements.

3

US ECOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

($s in thousands)

(unaudited)

	Common Shares Issued		Par Value Common Stock		Additional Paid-In Capital			Comprehensive Income		Accumulated Other Comprehensive Income		Retained Earnings			Treasury Stock			Total
Balance 12-31-2009		18,305,614	$	183	$	61,459				$	-	$	34,446		$	(2,590	)	$	93,498
Net income		-		-		-		$	1,790		-		1,790			-			1,790
Comprehensive income		-		-		-		$	1,790		-		-			-			-
Dividend paid		-		-		-					-		(3,270	)		-			(3,270	)
Stock-based compensation		-		-		393					-		-			-			393
Issuance of restricted common stock from treasury shares		-		-		(551	)				-		-			551			-
Balance 3-31-2010		18,305,614	$	183	$	61,301				$	-	$	32,966		$	(2,039	)	$	92,411
Balance 12-31-2010		18,310,614	$	183	$	61,892				$	676	$	33,940		$	(1,979	)	$	94,712
Net income		-		-		-		$	3,260		-		3,260			-			3,260
Foreign currency translation		-		-		-			682		682		-			-			682
Comprehensive income		-		-		-		$	3,942		-		-			-			-
Dividend paid		-		-		-					-		(3,275	)		-			(3,275	)
Stock-based compensation		-		-		203					-		-			-			203
Issuance of restricted common stock from treasury shares		-		-		(299	)				-		-			299			-
Balance 3-31-2011		18,310,614	$	183	$	61,796				$	1,358	$	33,925		$	(1,680	)	$	95,582

See Notes to Consolidated Financial Statements.

4

US ECOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – GENERAL

Basis of Presentation

The accompanying unaudited consolidated financial statements include the results of operations, financial position and cash flows of US Ecology, Inc., and its wholly-owned subsidiaries (collectively, “US Ecology” or “the Company”). All material intercompany balances have been eliminated.

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the results of the Company for the periods presented. These consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s 2010 Annual Report on Form 10-K filed with the SEC on March 15, 2011. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of results to be expected for the entire fiscal year.

The Company’s Consolidated Balance Sheet as of December 31, 2010 has been derived from the Company’s audited Consolidated Balance Sheet as of that date.

Use of Estimates

The preparation of the Company’s consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions. Some of these estimates require difficult, subjective or complex judgments about matters that are inherently uncertain. As a result, actual results could differ from these estimates, in some cases materially. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

NOTE 2 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income were as follows (in thousands):

	March 31,		December 31,
	2011		2010
Cumulative adjustment of foreign currency statements	$	1,358	$	676
Accumulated other comprehensive income	$	1,358	$	676

NOTE 3 – CONCENTRATION AND CREDIT RISK

Major Customers. The Company has a multiple year disposal contract with the U.S. Army Corps of Engineers (“USACE”). Revenue under this contract represented 11% and 19% of total revenue for the three months ended March 31, 2011 and 2010, respectively. No other customer represented more than 10% of total revenue for the three months ended March 31, 2011 and 2010.

The following customers accounted for more than 10% of total trade receivables as of March 31, 2011 and December 31, 2010:

5

	Percent of Receivables
	March 31,			December 31,
Customer	2011			2010
U.S. Army Corps of Engineers		11	%		12	%
Honeywell International, Inc.		10	%		10	%
PPG Industries		10	%		0	%
General Electric, Inc.		0	%		10	%

Credit Risk Concentration. We maintain most of our cash and short-term investments with nationally recognized financial institutions like Wells Fargo National Association (“Wells Fargo”). Substantially all balances are uninsured and are not used as collateral for other obligations. Concentrations of credit risk on accounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process.

NOTE 4 – RECEIVABLES

Receivables were as follows:

	March 31,			December 31,
(in thousands)	2011			2010
Trade	$	23,705		$	32,221
Unbilled revenue		1,023			1,463
Other		461			207
		25,189			33,891
Allowance for doubtful accounts		(276	)		(338	)
	$	24,913		$	33,553

NOTE 5 – PROPERTY AND EQUIPMENT

	March 31,			December 31,
(in thousands)	2011			2010
Cell development costs	$	59,066		$	58,944
Land and improvements		13,249			13,016
Buildings and improvements		51,136			44,228
Railcars		17,375			17,375
Vehicles and other equipment		31,935			31,252
Construction in progress		6,202			10,556
		178,963			175,371
Accumulated depreciation and amortization		(72,258	)		(69,549	)
	$	106,705		$	105,822

Depreciation expense for the three months ended March 31, 2011 and 2010 was $3.1 million and $1.5 million, respectively.

NOTE 6 – BUSINESS COMBINATION

On October 31, 2010, the Company through a wholly-owned subsidiary, acquired 100% of the outstanding shares of Seaway TLC Inc. and its wholly-owned subsidiaries Stablex Canada Inc. and Gulfstream TLC, Inc. (collectively “Stablex”). The following unaudited pro forma financial information presents the combined results of operations as if Stablex had been combined with us beginning on January 1, 2010. The pro forma financial information includes the accounting impact of the business combination, including the amortization of intangible assets, depreciation of property, plant and equipment and interest expense.   The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented, nor should it be taken as indication of our future consolidated results of operations.

6

(in thousands, except per share data)
	(unaudited)
	Three months ended March 31, 2010
Pro forma combined revenues	$	26,747
Pro forma combined net income	$	976
Earnings per share
Basic	$	0.05
Dilutive	$	0.05

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets as of March 31, 2011 and December 31, 2010 were the result of our acquisition of Stablex on October 31, 2010 (see Note 6). Prior to the acquisition of Stablex, the Company had no goodwill or intangible assets. The goodwill has been assigned to the Operating Disposal Facilities reporting segment.  The changes in goodwill for the three months ended March 31, 2011 were as follows:

(in thousands)

	Three Months Ended March 31, 2011
Balance, beginning of period	$	21,790
Foreign currency translation		535
Balance, end of period	$	22,325

Below is a summary of amortizable and other intangible assets:

(in thousands)

	March 31,			December 31,
	2011			2010
Amortized intangible assets
Developed software	$	360		$	352
Database		103			100
Customer relationships		4,203			4,102
Technology - Formulae and processes		9,374			9,149
Permits, licenses and lease		28,791			28,101
		42,831			41,804
Accumulated amortization		(603	)		(235	)
Unamortized intangible assets
Tradename		175			171
	$	42,403		$	41,740

Amortization expense for the three months ended March 31, 2011 was $355,000. There was no amortization of intangibles in the three months ended March 31, 2010.

NOTE 8 – DEBT

We have a credit agreement (the “Credit Agreement”) with Wells Fargo which provides for borrowings in an aggregate of $95 million.  The Credit Agreement provides for a $20 million revolving line of credit (the “Revolving Line of Credit”) with a maturity date of June 15, 2013 and a $75 million reducing revolving line of credit (the “Reducing Revolving Line of Credit”) with a maturity date of November 1, 2015.

7

Revolving Line of Credit

The Revolving Line of Credit provides up to $20 million in revolving credit loans or letters of credit for working capital needs (the “Commitment Amount”).  Under the Revolving Line of Credit, revolving loans are available based on the Prime Rate or LIBOR, at the Company’s option, plus an applicable margin, which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”). At March 31, 2011, the effective interest rate of the Revolving Line of Credit was 2.14%. Interest only payments are due either monthly or on the last day of any interest period, as applicable.At March 31, 2011 and December 31, 2010 there were no amounts outstanding under the Revolving Line of Credit. At March 31, 2011, the availability under the Revolving Line of Credit was $16.0 million with $4.0 million of the line of credit issued in the form of a standby letter of credit utilized as collateral for closure and post-closure financial assurance.

Reducing Revolving Line of Credit

The Reducing Revolving Line of Credit provides an initial commitment amount of $75 million, the proceeds of which were used to acquire all of the shares of Stablex, and thereafter will be used to provide financing for working capital needs (the “Reducing Revolving Commitment Amount”). The initial Reducing Revolving Commitment Amount is reduced by $2.8 million on the last day of each June, September, December and March beginning June 30, 2011, and continuing through November 1, 2015. Under the Reducing Revolving Line of Credit revolving loans are available based on the Prime Rate or LIBOR, at the Company’s option, plus an applicable margin, which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to EBITDA. At March 31, 2011, the effective interest rate of the Reducing Revolving Line of Credit was 2.69%.  Interest only payments are due either monthly or on the last day of any interest period, as applicable. There was $55.5 million and $63.0 million outstanding on the Reducing Revolving Line of Credit at March 31, 2011 and December 31, 2010, respectively.  At March 31, 2011, the availability for additional borrowings under the Reducing Revolving Line of Credit was $19.5 million.

In addition to standard fees, there are origination fees and commitment fees based on the average daily unused portion of the Commitment Amount and the Reducing Revolving Commitment Amount. The Credit Agreement contains certain quarterly financial covenants, including a maximum funded debt ratio, a maximum fixed charge coverage ratio, a minimum required tangible net worth and a minimum current ratio. In addition, we may only declare quarterly or annual dividends if on the date of declaration, no event of default has occurred, or no other event or condition has occurred that would constitute an event of default after giving effect to the payment of the dividend. Obligations under the Credit Agreement are guaranteed by US Ecology and all of its subsidiaries.

At March 31, 2011, we were in compliance with all of the financial covenants in the Credit Agreement.

NOTE 9 – CLOSURE AND POST-CLOSURE OBLIGATIONS

Closure and post-closure obligations are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. We perform periodic reviews of both non-operating and operating facilities and revise accruals for estimated post-closure, remediation and other costs when necessary. Our recorded liabilities are based on estimates of future costs and are updated periodically to reflect existing environmental conditions, current technology, laws and regulations, permit conditions, inflation and other factors.

8

Changes to reported closure and post-closure obligations were as follows:

(in thousands)	Three Months Ended March 31, 2011
Beginning obligation	$	16,773
Accretion expense		323
Payments		(81	)
Currency translation		37
Ending obligation		17,052
Less current portion		(1,350	)
Long-term portion	$	15,702

NOTE 10 – INCOME TAXES

As of March 31, 2011 and December 31, 2010, we had no significant unrecognized tax benefits. We recognize interest assessed by taxing authorities as a component of interest expense. We recognize any penalties assessed by taxing authorities as a component of selling, general and administrative expenses. Interest and penalties for the three months ended March 31, 2011 and 2010 were not material.

Our effective tax rate for the three months ended March 31, 2011 was 41.3% compared to 41.5% for the three months ended March 31, 2010.
 

We file a consolidated U.S. federal income tax return with the Internal Revenue Service (“IRS”) as well as income tax returns in various states and Canada. We may be subject to examination by taxing authorities in the U.S. and Canada for tax years 2006 through 2010. Additionally, we may be subject to examinations by various state and local taxing jurisdictions for tax years 2005 through 2010. We are currently not aware of any examinations by taxing authorities.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we are periodically involved in judicial and administrative proceedings involving federal, state or local governmental authorities. Actions may also be brought by individuals or groups in connection with permit modifications at existing facilities, proposed new facilities, alleged violations of existing permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operating sites or non-operating sites, as well as other litigation. We maintain insurance intended to cover property and damage claims asserted as a result of our operations. Periodically, management reviews and may establish reserves for legal, environmental and administrative matters, or fees expected to be incurred in connection therewith.

NOTE 12 – COMPUTATION OF EARNINGS PER SHARE

(in thousands, except per share data)	Three Months Ended March 31,
	2011				2010
	Basic		Diluted		Basic		Diluted
Net income	$	3,260	$	3,260	$	1,790	$	1,790
Weighted average common shares outstanding		18,186		18,186		18,163		18,163
Dilutive effect of stock options and restricted stock				24				22
Weighted average shares outstanding				18,210				18,185
Earnings per share	$	0.18	$	0.18	$	0.10	$	0.10
Anti-dilutive shares excluded from calculation				336				313

9

NOTE 13 – TREASURY STOCK

During the three months ended March 31, 2011, the Company granted 17,900 shares of restricted stock from our treasury stock position at an average cost of $16.68 per share.

NOTE 14 – OPERATING SEGMENTS

We operate within two segments, Operating Disposal Facilities and Non-Operating Disposal Facilities. The Operating Disposal Facilities segment represents facilities currently accepting waste. The Non-Operating Disposal Facilities segment represents facilities that are no longer accepting waste.

Income taxes are assigned to Corporate. All other items are included in the segment of origin. Intercompany transactions have been eliminated from the segment information and are not significant between segments.

Summarized financial information concerning our reportable segments is shown in the following tables:

(in thousands)	Operating Disposal Facilities			Non-Operating Disposal Facilities			Corporate			Total
Three months ended March 31, 2011
Revenue - Treatment and disposal	$	27,678		$	4		$	-		$	27,682
Revenue - Transportation services		6,461			-			-			6,461
Total revenue		34,139			4			-			34,143
Other direct operating costs		17,635			55			-			17,690
Transportation costs		6,984			-			-			6,984
Gross profit (loss)		9,520			(51	)		-			9,469
Selling, general & administration		2,363			-			2,465			4,828
Operating income (loss)		7,157			(51	)		(2,465	)		4,641
Interest income (expense), net		8			-			(444	)		(436	)
Foreign currency gain (loss)		(71	)		-			1,321			1,250
Other income		98			1			-			99
Income (loss) before tax		7,192			(50	)		(1,588	)		5,554
Income tax expense		-			-			2,294			2,294
Net income (loss)	$	7,192		$	(50	)	$	(3,882	)	$	3,260
Depreciation, amortization & accretion	$	3,693		$	55		$	10		$	3,758
Capital expenditures	$	4,014		$	12		$	61		$	4,087
Total assets	$	201,253		$	90		$	7,826		$	209,169

10

(in thousands)	Operating Disposal Facilities			Non-Operating Disposal Facilities			Corporate			Total
Three months ended March 31, 2010
Revenue - Treatment and disposal	$	17,133		$	4		$	-		$	17,137
Revenue - Transportation services		2,403			-			-			2,403
Total revenue		19,536			4			-			19,540
Other direct operating costs		10,189			96			-			10,285
Transportation costs		2,680			-			-			2,680
Gross profit (loss)		6,667			(92	)		-			6,575
Selling, general & administration		1,517			-			2,050			3,567
Operating income (loss)		5,150			(92	)		(2,050	)		3,008
Interest income (expense), net		-			-			13			13
Foreign currency gain (loss)		(17	)		-			-			(17	)
Other income		56			2			-			58
Income (loss) before tax		5,189			(90	)		(2,037	)		3,062
Income tax expense		-			-			1,272			1,272
Net income (loss)	$	5,189		$	(90	)	$	(3,309	)	$	1,790
Depreciation, amortization & accretion	$	1,729		$	51		$	12		$	1,792
Capital expenditures	$	2,106		$	-		$	8		$	2,114
Total assets	$	82,884		$	39		$	40,003		$	122,926

Revenue, Property and Equipment and Intangible Assets Outside of the United States

We provide services in the United States and Canada. The table below summarizes revenues by geographic area where the underlying services were performed for the three months ended March 31, 2011 and 2010:

(in thousands)	Three Months Ended March 31,
	2011		2010
United States	$	25,123	$	19,540
Canada		9,020		-
	$	34,143	$	19,540

Long-lived assets by geographic location, consisting of property and equipment and intangible assets net of accumulated depreciation and amortization as of March 31, 2011 and December 31, 2010 were as follows:

(in thousands)	March 31,		December 31,
	2011		2010
United States	$	75,707	$	74,734
Canada		73,401		72,828
	$	149,108	$	147,562

NOTE 15 – SUBSEQUENT EVENT

On April 1, 2011, we declared a quarterly dividend of $0.18 per common share to stockholders of record on April 15, 2011. The dividend was paid using cash on hand on April 22, 2011 in an aggregate amount of $3.3 million.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

US Ecology, Inc.

Boise, Idaho

We have reviewed the accompanying consolidated balance sheet of US Ecology, Inc. and subsidiaries (the “Company”) as of March 31, 2011, and the related consolidated statements of operations, stockholder's equity and of cash flows for the three-month periods ended March 31, 2011 and 2010. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of US Ecology, Inc. and subsidiaries as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 15, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte and Touche LLP

Boise, Idaho

May 4, 2011

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US ECOLOGY, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

US Ecology, Inc., through its subsidiaries, is a hazardous, Polychlorinated biphenyl (“PCB”), non-hazardous and radioactive waste services company providing treatment, disposal, recycling and transportation services to commercial and government entities including, but not limited to, oil refineries, chemical production facilities, manufacturers, electric utilities, steel mills, biotechnology companies, military installations, waste broker aggregators and medical and academic institutions. We generate revenue from fees charged to treat and dispose of waste at our five fixed disposal facilities located near Beatty, Nevada; Grand View, Idaho; Richland, Washington; Robstown, Texas; and Blainville, Quebec, Canada. We manage a dedicated fleet of railcars and arrange for the transportation of waste to our facilities. Transportation services have contributed significant revenue in recent years. We also utilize our railcar fleet to provide transportation services for disposal at facilities operated by other companies on a less frequent basis. We, or our predecessor companies, have been in the waste business since 1952.

On October 31, 2010, the Company acquired Stablex Canada Inc (“Stablex”). Stablex is a provider of hazardous waste services that operates a permitted hazardous waste processing and disposal facility in Blainville, Québec, Canada about 30 miles northwest of Montreal, Canada. The net purchase price of $79.0 million Canadian dollars (“CAD”) or $77.5 million in U.S. dollars (“USD”), was funded through a combination of cash on hand and borrowings under a $75.0 million Reducing Revolving Line of credit facility.

Our customers may be divided into categories to better evaluate period-to-period changes in our treatment and disposal revenue based on service mix and type of business (recurring “Base” or “Event” clean-up business).  Each of these categories is described in the table below with information on the percentage of total treatment and disposal revenues for each category for the three months ended March 31, 2011 and 2010.

Customer Category	Description	% of Treatment and Disposal Revenue (1) for the Three Months ended March 31, 2011	% of Treatment and Disposal Revenue (1) for the Three Months ended March 31, 2010
Broker	Companies that collect and aggregate waste from their direct customers, comprised of both Base and Event clean-up business.	48%	43%
Other industry	Electric utilities, chemical manufacturers, steel mill and other industrial customers not included in other categories, comprised of both recurring Base Business and Event clean-up business.	17%	12%
Government	Federal and State government clean-up project waste, comprised of both Base Business and Event clean-up business.	12%	16%
Refinery	Petroleum refinery customers, comprised of both Base and Event clean-up business.	10%	15%
Private Clean-up	Private sector clean-up project waste, typically Event Business.	8%	6%
Rate regulated	Northwest and Rocky Mountain Compact customers paying rate-regulated disposal fees set by the State of Washington, predominantly Base Business.	5%	8%
(1) Excludes all transportation service revenue

A significant portion of our disposal revenue is attributable to discrete Event Business projects which vary widely in size, duration and unit pricing. Approximately 33% of our treatment and disposal revenue was derived from Event Business projects for the three months ended March 31, 2011. The one-time nature of Event Business, diverse spectrum of waste types received and widely varying unit pricing necessarily creates variability in revenue and earnings. This variability may be influenced by general economic conditions, funding availability, changes in laws and regulations, government enforcement actions or court orders, public controversy, litigation, weather, real estate redevelopment project timing, government appropriation and funding commitment cycles and other factors. The types and amounts of waste received from Base Business also vary quarter to quarter. As a result of this variability, we can experience significant quarter-to-quarter and year-to-year fluctuations in revenue, gross profit, gross margin, operating income and net income. Also, while many large projects are pursued months or years in advance of work performance, both large and small clean-up project opportunities routinely arise with little prior notice.

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Depending on project-specific customer needs and competitive economics, transportation services may be offered at or near our cost to help secure additional business. For waste transported by rail from the eastern United States and other locations distant from our Grand View, Idaho facility, transportation-related revenue can account for as much as three-fourths (75%) of total project revenue. While bundling transportation and disposal services reduces overall gross profit as a percentage of total revenue (“gross margin”), this value-added service approach has allowed us to win multiple projects that management believes we could not have otherwise competed for successfully. Our Company-owned railcar fleet, which supplements railcars obtained under operating leases, has reduced our reliance on short-term rentals and ultimately has reduced transportation expenses.

The increased waste volumes resulting from projects won through this bundling strategy drive operating leverage and increased profitability. While waste treatment and other variable costs are project-specific, the earnings contribution from the individual projects generally increases as overall disposal volumes increase. Management believes that maximizing cash flow, operating income and earnings per share is a higher priority than maintaining or increasing gross margin. We plan to continue aggressively bidding bundled transportation and disposal services based on this strategy.

To maximize utilization of our railcar fleet, we periodically deploy available railcars to transport waste from clean-up sites to disposal facilities operated by other companies. Such transportation services may be bundled with for-profit logistics and field services support work.

We serve oil refineries, chemical production plants, steel mills, waste broker-aggregators serving small manufacturers and other industrial customers that are generally affected by adverse economic conditions and a tight credit environment. Such conditions may cause our customers as well as those they serve to curtail operations, resulting in lower waste production and/or delayed spending on off-site waste shipments, maintenance, waste clean-up projects and other work. Factors that can impact general economic conditions and the level of spending by our customers include, but are not limited to, government programs and regulatory changes, consumer and industrial spending, increases in fuel and energy costs, conditions in the real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other global economic factors affecting spending behavior. Market forces may also induce customers to reduce or cease operations, declare bankruptcy, liquidate or relocate to other countries, any of which could adversely affect our business. To the extent our business is either government funded or driven by government regulations or enforcement actions, we believe it is less susceptible to general economic conditions. However, spending by government agencies may also be reduced due to declining tax revenues resulting from a weak economy or changes in policy. Disbursement of funds appropriated by Congress may also be delayed for administrative or other reasons.

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Results of Operations

The following table summarizes our results of operations for the three months ended March 31, 2011 and 2010 in dollars and as a percentage of total revenue.

(in thousands, except per	Three Months Ended March 31,
share amounts)	2011			%			2010			%
Revenue	$	34,143			100.0	%	$	19,540			100.0	%
Direct operating costs		17,690			51.8	%		10,285			52.6	%
Transportation costs		6,984			20.5	%		2,680			13.8	%
Gross profit		9,469			27.7	%		6,575			33.6	%
Selling, general and administrative expenses		4,828			14.1	%		3,567			18.2	%
Operating income		4,641			13.6	%		3,008			15.4	%
Other income (expense):
Interest income		10			0.0	%		14			0.1	%
Interest expense		(446	)		-1.3	%		(1	)		0.0	%
Foreign currency gain (loss)		1,250			3.7	%		(17	)		-0.1	%
Other		99			0.3	%		58			0.3	%
Total other income		913			2.7	%		54			0.3	%
Income before income taxes		5,554			16.3	%		3,062			15.7	%
Income taxes		2,294			6.8	%		1,272			6.5	%
Net income	$	3,260			9.5	%	$	1,790			9.2	%
Earnings per share:
Basic	$	0.18					$	0.10
Dilutive	$	0.18					$	0.10
Shares used in earnings per share calculation:
Basic		18,186						18,163
Dilutive		18,210						18,185
Dividends paid per share	$	0.18					$	0.18

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Revenue - Revenue increased 75% to $34.1 million for the first quarter of 2011, up from $19.5 million in the first quarter of 2010. This increase reflects 62% growth in treatment and disposal revenue and 169% growth in transportation service revenue compared to the first quarter of 2010. Total revenue growth in the first quarter of 2011 reflects $9.0 million from Stablex which was acquired on October 31, 2010. Excluding Stablex, treatment and disposal revenue during the first quarter of 2011 grew 17% as compared with the first quarter of 2010, and transportation service revenue grew 108% as compared to the same time period in 2010.

During the first quarter of 2011 we disposed of a total of 199,000 tons of waste, or 67% more than the 119,000 tons disposed of in the first quarter of 2010. Excluding Stablex, volumes increased 28% in the first quarter of 2011 compared to the first quarter of 2010. Average selling price increased 2% during the first quarter of 2011 as compared to the same quarter last year on normal service mix.

During the first quarter of 2011, treatment and disposal revenue from recurring Base Business customers was 69% higher than the first quarter of 2010 and comprised 67% of non-transportation revenue. This compared to 64% of non-transportation Base Business revenue in the first quarter of 2010. Excluding Stablex, treatment and disposal revenue from recurring Base Business was 19% higher than the first quarter of 2010 and comprised 65% of non-transportation revenue. This increase primarily reflects higher revenue from broker and refinery customers.

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Event Business revenue in the first quarter of 2011 increased 48% compared to the same quarter in 2010 and was 33% of non-transportation revenue for the quarter. This compares to 36% of non-transportation Event Business in the first quarter of 2010.  Excluding Stablex, treatment and disposal revenue from Event Business increased 15% in the first quarter of 2010 compared to the first quarter of 2010 and comprised 35% of non-transportation revenue. As discussed further below, this reflects increased treatment and disposal revenue from broker and government customer categories.

The following table summarizes our first quarter 2011 revenue growth (both Base and Event Business) by customer type as compared with the first quarter of 2010.

	Treatment and Disposal Revenue Growth Three Months Ended March 31, 2011 vs.  Three Months Ended March 31, 2010
Other industry	123%
Private	121%
Broker	78%
Government	22%
Refinery	14%
Rate regulated	3%

Our other industry revenue category increased 123% in the first quarter of 2011 compared to the first quarter of 2010. This increase primarily reflects the addition of Stablex. Excluding Stablex, other industry revenue increased 4% in the first quarter of 2011 compared to the first quarter of 2010.

Treatment and disposal revenue from private clean-up customers increased 121% in the first quarter of 2011 compared to the first quarter of 2010 primarily reflecting the addition of Stablex. Excluding Stablex, revenue from private clean-up customers increased 18% in the first quarter of 2011 compared to the same period in 2010. This increase was due to a remediation project from an electric utility that began late in 2010 and is expected to be completed in 2011.

Our broker business increased 78% in the first quarter of 2011 compared to the same quarter in 2010. This increase primarily reflects the addition of the Stablex facility in the current year. Excluding Stablex, broker business increased 25% in the first quarter of 2011 compared to the first quarter of 2010. This increase was the result of higher shipments across a broad range of customers and industries.

Government clean-up business revenue increased 22% in the first quarter of 2011 compared to the first quarter of 2010. This increase was primarily attributable to a remedial clean-up project from the Department of Energy and increased shipments from the USACE. Event Business under our USACE contract contributed $3.7 million, or 11% of total revenue in the first quarter of 2011 compared to $3.7 million, or 19%, of total revenue in the first quarter of 2010. Excluding transportation service revenue, treatment and disposal revenue with the USACE increased 10% in the first quarter of 2011 compared with the first quarter of 2010.

Treatment and disposal revenue from our refinery customers increased 14% in the first quarter of 2011 compared to the same quarter in 2010. This increase primarily reflects the addition of the Stablex facility in the current year. Excluding Stablex, treatment and disposal revenue from our refinery customers increased 8% reflecting higher volumes and slightly improved pricing of thermal recycling projects.

Rate-regulated business at our Richland, Washington low-level radioactive waste disposal facility increased 3% in the first quarter of 2011 compared to the first quarter of 2010. Our Richland facility operates under a State-approved annual revenue requirement. The increase is due to the timing of revenue recognition for the rate-regulated portion of the business.

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Gross Profit. Gross profit for the first quarter of 2011 increased 44% to $9.5 million, up from $6.6 million in the first quarter of 2010. This increase primarily reflects increased volumes of waste disposed in the first quarter of 2011 compared to the same period in 2010.

Gross margin was 27.7% in the first quarter of 2011, down from 33.6% in the first quarter of 2010. Our treatment disposal gross margin (excluding transportation revenue and costs) was 36.1% in the first quarter of 2011 compared to 40.0% in the first quarter of 2010. This decrease primarily reflects the addition of Stablex operations which have a lower gross margin than our other operations.

Selling, General and Administrative (“SG&A”). As a percentage of total revenue, SG&A expenses for the first quarters of 2011 and 2010 were 14.1% and 18.3%, respectively. SG&A expenses were $4.8 million in the first quarter of 2011 and $3.6 million in the same quarter of 2010. The increase reflects $1.0 million in SG&A expenses related to the Stablex facility in the first quarter of 2011. Also contributing to the higher SG&A expenses during the first quarter of 2011 were increased sales commissions and incentive compensation.  The increase in SG&A in the first quarter of 2011 was partially offset by $423,000 in regulatory fines recorded in the first quarter of 2010.

Interest income and expense.During the first quarter of 2011, we earned $10,000 of interest income, down from $14,000 in the first quarter of 2010. This decrease reflects a lower average rate of interest earned on cash and short-term investments and lower average balances of cash equivalents and short-term investments in the first quarter of 2011. Interest expense is incurred on borrowings on our Credit Agreement.  Interest expense in the first quarter of 2011 was $446,000 compared to $1,000 in the first quarter of 2010. The increase in interest expense reflects higher borrowings on our Credit Agreement which were incurred in part to acquire Stablex.

Foreign Currency Gain (Loss). In the first quarter of 2011, we recognized $1.3 million in foreign currency gains compared to a foreign currency loss of $17,000 in the first quarter of 2010. Foreign currency gain (loss) reflects changes in business activity conducted in a currency other than the USD, our functional currency. In 2010, we acquired Stablex, a Canadian company, whose functional currency is the CAD. As part of our treasury management strategy we established intercompany loans of $49.4 million between our parent company US Ecology and Stablex. These intercompany loans are payable by Stablex to US Ecology in CAD requiring us to revalue the outstanding loan balance through our statements of operations, based on the USD/CAD currency movements from period to period. During the first quarter of 2011, the CAD continued to strengthen relative to the USD resulting in a $1.3 million foreign currency translation gain in the Company’s Consolidated Statement of Operations.

Other income (expense). Other income (expense) includes non-operating business activities and usual revenue and expenses. In the first quarter of 2011 and 2010, we recognized $99,000 and $58,000, respectively, in other income primarily for royalty income from a previously sold municipal waste landfill in Texas.

Income tax expense. Our effective tax rate for the first quarter of 2011 was 41.3% compared to 41.5% in the first quarter of 2010. At March 31, 2011 and December 31, 2010, we had no significant unrecognized tax benefits. We recognize interest assessed by taxing authorities as interest expense. We recognize any penalties assessed by taxing authorities as SG&A expense. Interest and penalties for each of the three months ended March 31, 2011 and 2010 were not material.

Critical Accounting Policies

Financial statement preparation requires management to make estimates and judgments that affect reported assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. The accompanying consolidated financial statements are prepared using the same critical accounting policies discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Liquidity and Capital Resources

Our primary sources of liquidity are cash and cash equivalents, cash generated from operations and borrowings under the Credit Agreement. At March 31, 2011, we had $3.7 million in cash and cash equivalents immediately available for operations. We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our primary ongoing cash requirements will be to fund operations, capital expenditures, interest and principal payments and continue paying dividends pursuant to our dividend policy. We believe our future operating cash flows will be sufficient to meet our future operating and investing cash needs for the foreseeable future. Furthermore, the existing cash balances and the availability of additional borrowings under our revolving Credit Agreement provide additional potential sources of liquidity should they be required.

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Operating Activities - For the three months ended March 31, 2011, net cash provided by operating activities was $12.2 million. This primarily reflects net income of $3.3 million, decreases in accounts receivable of $8.8 million and depreciation and amortization and accretion of $3.8 million. Partially offsetting these sources of cash were decreases in accrued salaries and benefits of $1.1 million, decreases in accounts payable and accrued liabilities of $1.1 million and decreases in income tax payable of $784,000. Impacts on net income are due to the factors discussed above under Results of Operations. The decrease in accounts receivable is primarily attributable to the timing of significant customer payments received in the first quarter of 2011. Days sales outstanding were 64 days as of March 31, 2011, compared to 65 days at December 31, 2010 and 63 days at March 31, 2010. Decreases in accrued salaries and benefits reflect incentive compensation payments in the first quarter of 2011. There were no such payments in the first quarter of 2010. The decrease in accounts payable and accrued liabilities is primarily attributable to the timing of payments made during the first quarter of 2011.

For the three months ended March 31, 2010, net cash provided by operating activities was $6.7 million. This reflects net income of $1.8 million, decreases in receivables of $2.6 million, an increase in income taxes payable of $898,000 and depreciation and amortization and accretion of $1.8 million. Partially offsetting these sources of cash were decreases in accounts payable and accrued liabilities of $1.2 million.

Investing Activities - For the three months ended March 31, 2011, net cash used in investing activities was $4.1 million primarily related to capital expenditures of $4.1 million. Significant capital projects included construction of additional disposal capacity and treatment facility upgrades at our Beatty, Nevada location, new catalyst handling equipment in Robstown, Texas and equipment purchases at all five operating disposal facilities.

For the three months ended March 31, 2010, net cash used in investing activities was $2.1 million primarily for capital projects. Significant capital projects included equipment purchases at all four operating disposal facilities as well as construction of additional disposal capacity at our Robstown, Texas site.

Financing Activities - For the three months ended March 31, 2011, net cash used in financing activities was $10.8 million and included repayments, net of borrowings, on our credit facility of $7.5 million and the payment of dividends to our stockholders of $3.3 million.

For the three months ended March 31, 2010, net cash used in financing activities was $3.3 million which primarily reflects payment of dividends to our stockholders.

Contractual Obligations and Guarantees

For information on contractual obligations and guarantees, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed on March 15, 2011. There were no material changes in the amounts of our contractual obligations and guarantees during the three months ended March 31, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have minimal interest rate risk on investments or other assets due to our general preservation of capital approach to investments. At March 31, 2011, approximately $3.7 million was held in cash and cash equivalents.

We are exposed to changes in interest rates as a result of our borrowings under the Credit Agreement with Wells Fargo. Under the Credit Agreement, revolving loans are available based on the Prime Rate or LIBOR, at the Company’s option, plus an applicable margin, which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to EBITDA. At March 31, 2011, we had $55.5 million of borrowings on the Reducing Revolving Line of Credit bearing an interest rate of 2.69% and no amount borrowed on the Revolving Line of Credit bearing an interest rate of 2.14%.  If interest rates were to rise we would be subject to higher interest payments if outstanding balances remain unchanged. Based on the outstanding indebtedness of $55.5 million under our credit facility at March 31, 2011, if market rates used to calculate interest expense were to average 1% higher in the next twelve months, our net-of-tax interest expense would increase by approximately $555,000.

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Foreign Currency Risk

We are subject to currency exposures and volatility because of currency fluctuations. The majority of our transactions are in USD; however, our Stablex subsidiary conducts business in Canada and the United States. In addition, contracts for services Stablex provides to US customers are generally denominated in USD. During the first quarter of 2011, Stablex transacted approximately 45% of its revenue in USD. We maintain cash on deposit in USD and outstanding USD trade receivables and payables related to these transactions. These USD cash, receivable and payable accounts are vulnerable to foreign currency translation gains or losses. Exchange rate fluctuations also affect the translation of Canadian generated profits and losses into USD.

We established intercompany loans totaling $49.4 million between Stablex and US Ecology, Inc. as part of a tax and treasury management strategy allowing for repayment of third-party bank debt used to complete the acquisition.  These intercompany loans are payable using CAD and are subject to mark-to-market adjustments with fluctuations in the CAD. During the first quarter of 2011, the CAD strengthened as compared to the USD resulting in a $1.3 million foreign currency translation gain being recognized in the Company’s Consolidated Statement of Operations related to the intercompany loans. Based on intercompany balances as of March 31, 2011 a $0.01 CAD increase or decrease in currency rate compared to the USD at March 31, 2011 would have generated approximately $500,000 of gains or losses for the quarterp ended March 31, 2011.

Item 4. Controls and Procedures

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer of the Company, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of March 31, 2011. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, including the accumulation and communication of disclosures to the Company’s Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure, are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC.

There were no changes in our internal control over financial reporting that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Cautionary Statement for Purposes of “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend" and similar expressions. These statements include, among others, statements regarding our financial and operating results, strategic objectives and means to achieve those objectives, the amount and timing of capital expenditures, repurchases of its stock under approved stock repurchase plans, the amount and timing of interest expense, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on management's beliefs and assumptions, which in turn are based on currently available information. Important assumptions include, among others, those regarding demand for Company services, expansion of service offerings geographically or through new or expanded service lines, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, a loss of a major customer, successful integration of Stablex Canada Inc., exposure to unknown liabilities resulting from the Stablex Canada Inc. acquisition, compliance with and changes to applicable laws, rules, or regulations, access to cost effective transportation services, access to insurance, surety bonds and other financial assurances, loss of key personnel, lawsuits, labor disputes, adverse economic conditions, government funding or competitive pressures, incidents or adverse weather conditions that could limit or suspend specific operations, implementation of new technologies, market conditions, average selling prices for recycled materials, our ability to replace business from recently completed large projects, our ability to perform under required contracts, our ability to permit and contract for timely construction of new or expanded disposal cells, our willingness or ability to pay dividends and our ability to effectively close and  integrate future acquisitions.

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Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on our forward-looking statements. Although we believe that the expectations reflected in forward-looking statements are reasonable, we cannot guarantee future results or performance. Before you invest in our common stock, you should be aware that the occurrence of the events described in the "Risk Factors" section in our 2010 Annual Report on Form 10-K filed with the SEC on March 15, 2011 could harm our business, prospects, operating results, and financial condition.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of US Ecology, Inc.

Item 1. Legal Proceedings

We are not currently a party to any material pending legal proceedings and are not aware of any other claims that could have a materially adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

Item 5. Other Information

None.

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Item 6. Exhibits

	10.59	*Management Incentive Plan Effective January 1, 2011
	10.82	*Amended and Restated 2005 Non-Employee Director Compensation Plan
	15	Letter re: Unaudited Interim Financial Statements
	31.1	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Identifies management contracts or compensatory plans or arrangements required to be filed as an exhibit hereto.

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SIGNATURE

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.

	US Ecology, Inc.
	(Registrant)
Date:  May 4, 2011	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler Vice President and Chief Financial Officer

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EX-10.59

EXHIBIT 10.59

2011Management Incentive Plan

Purpose of the Plan

The purpose of the US Ecology, Inc. 2011 Management Incentive Plan (“Plan” or “MIP”) is to provide specified employees with incentive compensation consistent with the interests of US Ecology, Inc. stockholders for the 2011 calendar year (“Performance Period”).
 

Eligibility

Eligibility in the Plan is limited to designated employees (“Participants”) of US Ecology Inc. and its subsidiaries (the “Company”). For purposes of the Plan, the Compensation Committee of the Company’s Board of Directors is the Plan Administrator.

Each Participant shall be assigned an Initial Base Percentage (“IBP”) which is the amount of potential MIP Award available at 100% achievement of all MIP targets expressed as a percent of annual salary. Each Participant will also be assigned an Excess Percentage (“EP”) which is the amount that the MIP Award increases for each percentage point achievement beyond the MIP targets. A listing of Participants with their respective IBP and EP shall be maintained and administered by the Chief Financial Officer (“CFO”) and shall provide such listing to the Plan Administrator from time to time, but not less than once per year. Participation in the Plan supersedes any prior plans or agreements either written or verbal.

Except in the event of the Participant’s death, to be eligible for the incentive award (“Award”) under the Plan, a Participant must have been employed on a full-time basis by the Company during 2011 and must be employed on the date of any payment under the Plan.  Plan Participants whose employment with the Company began during the 2011 Performance Period may be eligible for an Award on a pro rata basis, provided the CEO or Plan Administrator has approved participation and other conditions of the Plan are met. For the sake of clarity, Plan Participants whose employment with the Company has been terminated, for any reason whatsoever (except for death), prior to the payment of any Award, shall not be eligible to receive any Award payment hereunder.

Participant Groups

The Plan provides for 3 Participant categories for 2011.

A. Named Executive Officers - This category include the CEO, CFO, Senior Vice Presidents and Vice Presidents. Fifty percent (50%) of the Award shall be based on the Company achieving operating income objectives, taking into account the cost of such Award. Up to an additional fifty percent (50%) shall be awarded, at the discretion of the Board of Directors, based on team work, achievement of established annual priorities, company-wide regulatory compliance, company-wide health and safety performance, effective use of Company resources and other evaluative factors as determined by the Board of Directors in its sole discretion.

B. Operating Facility Management - This category includes the General Managers, Facility Managers, Operations Managers, Environmental Managers or other key personnel at the Companies operating facilities. Fifty percent (50%) of any Award shall be based upon achievement of Company operating income objectives, taking into account the cost of such Award, twenty-five percent (25%) shall be based on site operating income, and up to an additional twenty-five percent (25%) shall be awarded, at the discretion of the CEO based on achievement of established annual priorities, regulatory compliance, health and safety program effectiveness, effective use of Company resources, completion of approved capital projects within budget and on schedule, development of recommendations for out year permit expansions, investments in operating facility plant and equipment, team work or other evaluative factors as determined by the CEO in his sole discretion.

C. Key Corporate/Non-Facility Management - This category include corporate directors, department managers, and key supervisors. Fifty percent (50%) of the Award shall be based on the Company achieving operating income objectives, taking into account the cost of such Award. Up to an additional fifty percent (50%) shall be awarded, at the discretion of the CEO, based on team work, effective support of sales, achievement of established annual priorities, company-wide regulatory compliance, company-wide health and safety performance, effective use of Company resources and other evaluative factors as determined by the CEO in his sole discretion.

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Awards and Achievement Targets

Awards shall be based on achievement of the above described components (Company performance, Site performance, and/or discretionary).  The MIP begins to accrue benefits at achievement of 85% of target for each component of the MIP (Company or Site).  For every percentage point increase in achievement over 85% (i.e. beginning at 85.1%), a MIP participant can earn 5% of their MIP targeted payout for the Company and Site performance target up to 99%. Upon 100% achievement of target, IBP is paid.  By way of example, an operating facility MIP participant with a base salary of $100,000 per year who has a targeted IBP of 35% at 100% achievement of target would receive the following non-discretionary amounts based on various levels of achievement:

Company (50%)					Site (25%)
Achievement	% of Bonus	Cum	Payout %	Payout $	Achievement	% of Bonus	Cum	Payout %	Payout $
85.00%	0%				85.00%	0%
86.00%	5%	5%	0.88%	875	86.00%	5%	5%	0.44%	438
87.00%	5%	10%	1.75%	1,750	87.00%	5%	10%	0.88%	875
88.00%	5%	15%	2.63%	2,625	88.00%	5%	15%	1.31%	1,313
89.00%	5%	20%	3.50%	3,500	89.00%	5%	20%	1.75%	1,750
90.00%	5%	25%	4.38%	4,375	90.00%	5%	25%	2.19%	2,188
91.00%	5%	30%	5.25%	5,250	91.00%	5%	30%	2.63%	2,625
92.00%	5%	35%	6.13%	6,125	92.00%	5%	35%	3.06%	3,063
93.00%	5%	40%	7.00%	7,000	93.00%	5%	40%	3.50%	3,500
94.00%	5%	45%	7.88%	7,875	94.00%	5%	45%	3.94%	3,938
95.00%	5%	50%	8.75%	8,750	95.00%	5%	50%	4.38%	4,375
96.00%	5%	55%	9.63%	9,625	96.00%	5%	55%	4.81%	4,813
97.00%	5%	60%	10.50%	10,500	97.00%	5%	60%	5.25%	5,250
98.00%	5%	65%	11.38%	11,375	98.00%	5%	65%	5.69%	5,688
99.00%	5%	70%	12.25%	12,250	99.00%	5%	70%	6.13%	6,125
100.00%	30%	100%	17.50%	17,500	100.00%	30%	100%	8.75%	8,750

For the sake of clarity, if the Company does not achieve 85% its annual MIP Target, but a Site has 85% achieved its target, the Site participants would be eligible for 25% of their potential payout (25% site achievement) excluding any discretionary MIP paid or withheld.

In the event the Company or the Site exceeds either target performance goal the Supervisory Management Participants will be eligible for an additional Award payment calculated by multiplying the Participants’ respective salaries by the EP for every 1% over the respective target performance goal.

Any and all Awards shall be based on the availability of the Company’s final Audited Financial Statements for the Performance Period. For purposes of the Plan, “Operating Income” is defined as Gross Profit less Selling, General and Administrative Expenses after any accrual for all Awards.

The Company shall pay Awards, if any, to Plan Participants upon certification by the CEO and/or CFO that such payments are authorized by the Plan Administrator and all applicable criteria contained herein have been met. All Award payments shall be made within a reasonable time after approval and availability of the Company’s final Audited Financial Statements for the Performance Period.

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Procedure

The Plan Administrator shall have full power, discretion and authority to administer and interpret the Plan, including the calculation and verification of all Awards, and to establish rules and procedures for its administration, as the Plan Administrator deems necessary and appropriate. Any interpretation of the Plan or other act of the Plan Administrator in administering the Plan shall be final and binding on all Plan Participants. No member of the Plan Administrator or the Board of Directors shall be liable for any action, interpretation or construction made in good faith with respect to the Plan. No member of the Plan Administrator shall participate in the Plan. The Company shall indemnify, to the fullest extent permitted by law, each member of the Board who becomes liable in any civil action or proceeding with respect to decisions made relating to the Plan. The CFO shall provide the Plan Administrator with a year-end report of Participants in the Plan and their respective IBP, EP, or any other information that the Plan Administrator may request.

A Plan Participant may be removed from the Plan or have the Award adjusted, including no right to any Award under the Plan, if it is determined in the discretion of the CEO or Plan Administrator that any of the following have occurred:

i. Insubordination, misconduct, malfeasance or any formal disciplinary action taken by the Company during the Performance Period or prior to payment.

ii. Disability. Should a Participant not be actively at work for an extended period of time due to an illness or injury, in such a way as to qualify for long-term disability benefits, he/she may not receive an Award.

iii. Demotion. If a Plan Participant is removed from the Participant group that made him or her an eligible Participant under the Plan at any time during the Performance Period, then such employee shall be deemed to be ineligible for participation in the Plan and shall not receive any Award under the Plan.

Employees may be added to the Plan or Participants may have the participation Award level modified (up or down) based on the discretion of the CEO or the Plan Administrator, including for promotion, new hires, or change in responsibilities, except that any changes to Named Executive Officer’s participation in the Plan must be approved by the Plan Administrator and the Company’s Board of Directors.  The Plan Administrator shall be notified, in the ordinary course of business (e.g. next scheduled meeting of the Compensation Committee), of any such changes for non-Named Executive Officers.

Miscellaneous Provisions

i. Employment Rights. The Plan does not constitute a contract of employment and participation in the Plan will not give a Participant the right to continue in the employ of the Company on a full-time, part-time or other basis or alter their at-will employment status or affect any employment contract, if any. Participation in the Plan will not give any Participant any right or claim to any benefit under the Plan unless such right or claim has specifically been granted by the Plan Administrator under the terms of the Plan.

ii. Plan Administrator’s Final Decision. Any interpretation of the Plan and any decision on any matter pertaining to the Plan that is made by the Plan Administrator in its discretion in good faith shall be binding on all persons.

iii. Governing Law. Except to the extent superseded by the laws of the United States, the laws of the State of Idaho, without regard to its conflicts of laws principles, shall govern in all matters relating to the Plan.

iv. Interests Not Transferable. Any interest of a Participant under the Plan may not be voluntarily sold, transferred, alienated, assigned or encumbered, other than by will or pursuant to the laws of descent and distribution. Notwithstanding the foregoing, if a Plan Participant dies during the Performance Period, or prior to payment of the Award, then a pro rata portion of the Award that would otherwise be paid to such deceased Participant if such Participant were to remain in the active employment of the Company until the date of Payment of such Award shall be paid to the deceased Participant’s beneficiary, as designated in writing by such Participant; provided however, that if the deceased Participant has not designated a beneficiary then such amount shall be payable to the deceased Participant’s estate.  Payment to a Participant’s estate or beneficiary pursuant to this Section 5(d) shall be made in 2011.

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v. Severability. In the event any provision of the Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provisions had never been contained in the Plan.

vi. Withholding. The Company will withhold from any amounts payable under the Plan applicable withholding including federal, state, city and local taxes, FICA and Medicare as shall be legally required. Additionally, the Company will withhold from any amounts payable under the Plan, the applicable contribution for the Participant’s 401(k) Savings and Retirement Plan as defined in the 401(K) Plan description protected under ERISA.

vii. Effect on Other Plans or Agreements. Payments or benefits provided to a Plan Participant under any stock, deferred compensation, savings, retirements or other employee benefit plan are governed solely by the terms of each of such plans.

Effective Date

This Plan is effective as of January 1, 2011.

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BENEFICIARY DESIGNATION FORM

I hereby designate the following person or persons as Beneficiary to receive any management incentive Award payments due under the attached US Ecology Inc. 2011 Supervisory Management Incentive Plan, effective January 1, 2011, in the event of my death, reserving the full right to revoke or modify this designation, or any modification thereof, at any time by a further written designation:

Primary Beneficiary

Name of Individual  Relationship to Me Birth Date (if minor)

Address
Name of Trust	Date of Trust

Provided, however, that if such Primary Beneficiary shall not survive me by at least sixty (60) days, the following shall be the Beneficiary:

Contingent Beneficiary

Name of Individual	Relationship to Me	Birth Date (if minor)
Address

This beneficiary designation shall not affect any other beneficiary designation form that I may have on file with the Company regarding benefits other than that referred to above.

Date

Name

Signature

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EX-10.82

EXHIBIT 10.82

US ECOLOGY, INC.

2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

AMENDED AND RESTATED MARCH 1, 2011

1. PURPOSE.  The purpose of this Amended and Restated 2005 Non-Employee Director Compensation Plan (this “Plan”) is to provide a comprehensive revised compensation program which will attract and retain qualified individuals who are not employed by US Ecology, Inc., a Delaware corporation (the “Company”), to serve on the Company’s Board of Directors.  In particular, the Plan aligns the interests of such directors with those of the Company’s shareholders by providing that a significant portion of such compensation is directly linked to the value of the Company’s Common Stock.

2. DEFINITIONS.  Unless otherwise defined in this Plan, as used herein, the following definitions shall apply:

2.1 “Award” means a grant of Restricted Stock under this Plan or a grant of a Stock Option under the Stock Option Plan.

2.2 “Award Date” means the first business day after the date of the Annual Meeting of Shareholders at which Non-Employee Directors shall be granted shares of Restricted Stock or Stock Options, as provided in Section 5.2 below.

2.3 “Board” or “Board of Directors” means the Board of Directors of the Company.

2.4 “Code” means the Internal Revenue Code of 1986, as amended.

2.5 “Common Stock” means the common stock of the Company, $0.01 par value per share.

2.6 “Director” means a member of the Board.

2.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.8 “Fair Market Value” or “Fair Value” means the average closing price of the Company’s Common Stock as reported on the Nasdaq National Market or, if the Common Stock is no longer listed thereon, such other principal exchange or market (including the over-the-counter market), during the ten (10) trading days prior to the Award Date.  For a Stock Option the fair value means the value determined using an option pricing model such as the Black-Scholes option pricing model or some other option pricing model as approved by the Board.

2.9 “Non-Employee Director” means a director who is not an employee of the Company or any Parent or Subsidiary thereof.  The payment of a director’s fee by the Company shall not be sufficient in and of itself to constitute employment by the Company.

2.10 “Parent” means a parent corporation, whether now or hereafter existing, as defined in Section 425(e) of the Code.

2.11 “Plan” means this Amended and Restated 2005 Non-Employee Director Compensation Plan, as it may be amended and/or restated from time to time.

2.12 “Plan Administrator” means the administrator of this Plan as described in Section 4.1.

2.13 “Restricted Stock” means shares of Common Stock granted under this Plan, which are subject to restrictions on transfer and potential forfeiture during the applicable restricted period.

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2.14 “Stock Option” means an option to purchase the Company’s Common Stock pursuant to the terms and conditions of the Stock Option Plan, which are subject to restrictions on transfer and potential forfeiture during the applicable restricted period.

2.15 “Stock Option Plan” means the Company’s 2008 Stock Option Incentive Plan.

2.16 “Standing Committee of the Board” means the Audit Committee, the Compensation Committee and the Corporate Governance Committee of the Board, and any other committee as shall be designated by the Board as a standing committee of the Board of Directors from time to time.

2.17 Subsidiary” means a subsidiary corporation, whether now or hereafter existing, as defined in Section 425(f) of the Code.

3. SHARES SUBJECT TO THE PLAN.  Subject to Section 8 of this Plan, the total number of shares of Restricted Stock that may be awarded to Non-Employee Directors under this Plan and/or shares of Common Stock issuable pursuant to Stock Options granted under the Stock Option Plan shall not exceed two hundred thousand (200,000) shares.  If any shares of Restricted Stock or shares subject to Stock Options awarded under this Plan or the Stock Option Plan, as applicable, are forfeited pursuant to Section 7.1 or Section 7.2, such shares shall again be available for purposes of this Plan.

4. ADMINISTRATION OF THE PLAN.

4.1 Administration.  The Board of Directors of the Company or any committee (the “Committee”) of the Board that will satisfy Rule 16b-3 of the Exchange Act, and any regulations promulgated thereunder, as from time to time in effect, including any successor rule (“Rule 16b-3”), shall supervise and administer this Plan (hereinafter referred to as the “Plan Administrator”).  If appointed by the Board, the Committee shall consist solely of two or more Non-Employee Directors; provided, however, that only the full Board of Directors may suspend, amend or terminate this Plan as provided in Section 10.  No Director shall vote on any action with respect to any matter relating to an Award held by such Director.

4.2 Powers of the Plan Administrator.  Subject to the specific provisions of the Plan, the Plan Administrator shall have the authority, in its discretion: (i) to determine, on review of relevant information and, in accordance with Section  2.7 of the Plan, the Fair Market Value of the Company’s Common Stock; (ii) to interpret the Plan; (iii) to prescribe, amend, and rescind rules and regulations relating to the Plan; (iv) to authorize any person to execute on behalf of the Company any instrument required to effectuate  Awards; and (v) to make all other determinations deemed necessary or advisable to administer the Plan.  The interpretation and construction by the Plan Administrator of any terms or provisions of the Plan, any Awards hereunder, or of any rule or regulation promulgated in connection herewith, and all actions taken by the Plan Administrator, shall be conclusive and binding on all interested parties.

5.  ANNUAL RETAINER AND MEETING FEES.

5.1 Annual Retainer.  Each Non-Employee Director shall be entitled to receive an annual retainer (“Annual Retainer”) consisting of cash and an Award as determined by the Board of Directors or the Committee.  The Annual Retainer shall be determined by the Board or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders, and will be effective for the then commencing year of the Non-Employee Director’s term on the Board following their election at the Annual Meeting, and will remain effective until the next subsequent Annual Meeting of Stockholders.  The cash portion of the Annual Retainer shall be payable by Company check in equal quarterly installments.

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5.2 Annual Award.  As part of the Annual Retainer compensation, each Non-Employee Director will receive an Award of shares of Restricted Stock on the Award Date immediately following each Annual Meeting of Shareholders.  Alternatively, each Non-Employee Director may elect to receive, in lieu of Restricted Stock, an equivalent dollar amount of Stock Options to purchase the Company’s Common Stock under the Stock Option Plan.  The equivalent dollar amount of any Stock Option Award will be determined using an option pricing model such as the Black-Scholes option pricing model. All grants of Restricted Stock or Stock Options shall be subject to the terms and conditions set forth in Section 6 below.

5.3 Meeting Fees.  Each Non-Employee Director shall receive a fee for each meeting of a Standing Committee of the Board that he or she attends and a fee for each meeting of the full Board that he or she attends.  Each Non-Employee Director shall receive a fee for each telephonic meeting of the Board that he or she attends; provided, however, that no fee shall be payable with respect to any telephonic meeting which lasts less than 30 minutes.  In person and telephonic meeting fees will be determined by the Board of Directors or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders and will be effective for the then commencing year of the Non-Employee Director’s term on the Board following their election at the Annual Meeting and will remain effective until the next subsequent Annual Meeting of Stockholders. All meeting fees earned during a quarter by a Non-Employee Director shall be payable by Company check within 30 days of the end of each such quarter.

5.4 Retainer Fee for Committee Chairs.  A Non-Employee Director appointed to chair any Standing Committee of the Board shall be paid an annual retainer, such payment to be made by Company check within 30 days following the effective date of appointment.  The annual retainer of each Standing Committee chair shall be determined by the Board or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders and will be effective for the then commencing year of the Standing Committee chair’s term on the Board and will remain effective until the next subsequent Annual Meeting of Stockholders.

5.5 Retainer Fee for Board Chair.  A Non-Employee Director appointed to chair the Board of Directors shall be paid an annual retainer as determined by the Board of Directors or the Committee. Such payment is to be made by Company check within 30 days following the effective date of appointment.  The annual retainer for the Board chair shall be determined by the Board or the Committee at the time the director slate is approved for voting at the Annual Meeting of Stockholders and will be effective for the then commencing year of the Board chair’s term on the Board and will remain effective until the next subsequent Annual Meeting of Stockholders.

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6. AWARDS OF RESTRICTED STOCK OR STOCK OPTIONS.

6.1 Eligibility.  Shares of Restricted Stock may be awarded pursuant to this Plan as part of the Annual Retainer only to Non-Employee Directors.  Alternatively, each Non-Employee Directors can elect to receive as part of the Annual Retainer an equivalent amount of Stock Options to purchase the Company’s Common Stock pursuant to the Stock Option Plan. All Awards hereunder shall be made automatically in accordance with the terms set forth in this Section 6.  No person shall have any discretion to select which Non-Employee Directors shall receive Awards or to determine the number of shares of Restricted Stock or Stock Options to be awarded.  Failure of a Non-Employee Director to achieve and maintain the stock holding, if any, as set by the Board of Directors will result in such director being ineligible for an award until such time that the ownership requirement is satisfied.  Notwithstanding, a Non-Employee Director who fails to comply with the stock holding requirement shall be granted a cure period of sixty (60) days within which to resume compliance.  Employee Directors who cease to be employees of the Company or any Parent or Subsidiary of the Company but who continue as Directors shall become eligible for Awards as if they were newly elected Directors, as of the date they cease to be employees.

6.2 Shareholder Approval of Plan.  No Awards of Restricted Stock may be made under this Plan and no Awards of Stock Options may be made unless and until shareholder approval of this Plan and the Stock Option Plan, as applicable, has been obtained in accordance with Section 12 hereof.

6.3 Annual Award.  Each Non-Employee Director shall be awarded either shares of Restricted Stock or Stock Options to purchase the Company’s Common Stock (the “Annual Award”), in an amount determined in accordance with the formula set forth below, on an annual basis, each time he or she is elected to the Board (or, if Directors are elected to serve terms longer than one year, as of the date of each Annual Meeting of Shareholders during that term).  The number of shares of Restricted Stock awarded shall be equivalent to the result of the dollar amount of the Award, divided by the Fair Market Value of a share of the Company’s Common Stock on the Award Date, rounded to the nearest 100 shares.  The number of Stock Options to purchase the Company’s Common Stock awarded shall be equivalent to the result of the dollar amount of the Award, divided by the fair value of a Stock Option as determined using an option pricing model such as the Black-Scholes option pricing model on the Award Date using an exercise price equal to the Fair Market Value of a share of the Company’s Common Stock on the Award Date and a maximum term of 10 years, rounded to the nearest 100 stock options. Notwithstanding the foregoing, the Annual Award made to any Non-Employee Director elected or appointed to the Board at any time other than at the Annual Meeting of Shareholders shall be made on the date of such election or appointment, and shall be equivalent to the product of such result (before rounding) multiplied by a fraction whose numerator is the number of days between the date of election or appointment to the Board and the next Annual Meeting of Shareholders, and whose denominator is 365, which product shall be rounded to the nearest 100 shares or stock options, as applicable.

6.4 Limitations.  If any Annual Award granted under this Plan would cause the number of shares of Restricted Stock issued pursuant to this Plan or shares subject to Stock Options under the Stock Option Plan to exceed the maximum aggregate number permitted hereunder, as provided in Section 3 above, then each such automatic Award shall be for that number of shares of Restricted Stock or subject to Stock Options determined by dividing the total number of shares remaining available for issuance under this Plan by the number of Non-Employee Directors eligible for grant of an Annual Award on the Award Date. Thereafter, no further Awards shall be made until such time, if any, as additional shares of Restricted Stock or shares subject to Stock Options become available under this Plan through action of the shareholders to increase the number of shares subject to Awards that may be issued under this Plan, through forfeiture of shares previously awarded hereunder or under the Stock Option Plan.

7. VESTING AND FORFEITURE.

7.1 Vesting.  Shares of Restricted Stock and Stock Options awarded pursuant to an Annual Award shall vest in full on the day prior to the date of the regular Annual Meeting of Shareholders next following such Annual Award (the “Vesting Date”), if the Non-Employee Director has attended at least 75% of the regularly scheduled meetings of the Board, in person or by telephone, during that period.  If a Non-Employee Director does not attend at least 75% of the regularly scheduled meetings of the Board between the Award Date and Vesting Date, the shares of Restricted Stock or Stock Options awarded pursuant to that Annual Award shall be forfeited without having vested. Failure of a Non-Employee Director to achieve and maintain the stock holding requirement, if any, as set by the Board of Directors will result in the cessation of vesting of all unvested shares of Restricted Stock and Stock Options until such time that the ownership requirement is satisfied. Notwithstanding, a Non-Employee Director who fails to comply with the stock holding requirement shall be granted a cure period of sixty (60) days within which to resume compliance.

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7.2 Termination of Status as a Director.  If a Director ceases to be a Non-Employee Director for any reason other than death or disability before his or her last Annual Award vests, the shares of Restricted Stock or Stock Options awarded pursuant to that last Annual Award shall be forfeited.

7.3 Disability of Director.  Notwithstanding Section 7.1 or Section 7.2 above, if a Non-Employee Director is unable to continue his or her service as a Director as a result of his or her permanent and total disability (as defined in Section 22(e)(3) of the Code), unvested shares of Restricted Stock or Stock Options awarded pursuant to an Annual Award to such Non-Employee Director shall become immediately vested.

7.4 Death of Director.  In the event of the death of a Non-Employee Director, unvested shares of Restricted Stock or Stock Options awarded to such Non-Employee Director shall become vested as of the date of death.  Non-Employee Directors may designate a beneficiary to whom shares of Restricted Stock or Stock Options under this Plan may be delivered on his or her death, subject to such forms, requirements and procedures as the Plan Administrator may establish.

7.5 Effect of Merger, Sale of Assets, Liquidation or Dissolution.  In the event of a merger, consolidation or plan of exchange to which the Company is a party and in which the Company is not the survivor, or a sale of all or substantially all of the Company’s assets, or a liquidation or dissolution of the Company, any unvested shares of Restricted or Stock Options shall vest automatically upon the closing of such transaction or event.

7.6 Certificates.  As soon as practicable after each Award Date, the Company shall instruct its stock transfer agent to issue and deliver to the Plan Administrator one or more certificates in the name of  each recipient of an Annual Award representing shares of Restricted Stock awarded  pursuant thereto on that Award Date, if applicable.  Each recipient of an Annual Award comprised of Restricted Stock shall deposit with the Plan Administrator or its designee blank stock powers, duly executed and otherwise in form satisfactory to the Plan Administrator, for such Non-Employee Director’s certificate(s).  Alternatively, the Plan Administrator may hold all shares of Restricted Stock by means of book-entry registration.  The Plan Administrator shall hold any certificates representing unvested shares of Restricted Stock and the stock powers related thereto until the shares of Restricted Stock have been vested in accordance with this Section 7.  Any certificates representing shares of Restricted Stock that fail to vest shall be returned to the Company’s stock transfer agent for cancellation, and the affected recipient of the Award shall execute any documents reasonably necessary to facilitate the cancellation.  Any certificates representing vested shares of Restricted Stock shall be delivered to the relevant Non-Employee Director as soon as practicable after the shares vest.  Any certificates representing shares of Restricted Stock held by the Plan Administrator for a Non-Employee Director who has died shall be delivered as soon as practicable to the decedent’s beneficiary previously designated to the Plan Administrator in writing by such Non-Employee Director, or if no such designation exists, to his or her estate.

7.7           Status Before Vesting.

(a) Each recipient of an Annual Award comprised of Restricted Stock shall be a shareholder of record with respect to all shares of Restricted Stock awarded, whether or not vested, and shall be entitled to all of the rights of such a holder, except that the share certificates for Annual Awards comprised of Restricted Stock shall be held by the Plan Administrator until delivered in accordance with Section 7.6.

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(b) Any dividend checks or communications to shareholders received by the Plan Administrator with respect to a certificate held by the Plan Administrator shall promptly be transmitted to the Non-Employee Director whose name is on the certificate.

(c) No Non-Employee Director may transfer any interest in unvested shares of Restricted Stock or in any Stock Options to any person other than the Company.

(d) Each recipient of an Annual Award comprised of Stock Options shall not be a shareholder of record with respect to the Stock Options awarded, whether or not vested, and shall not be entitled to any of the rights of such a holder until such Stock Options are exercised and shares of the Company’s Common Stock are issued pursuant thereto.

8. EFFECT OF MERGER, CONSOLIDATION, REORGANIZATION, ETC..  In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure or capitalization affecting the Company’s present Common Stock, at the time of such event the Board or the Plan Administrator shall make appropriate adjustments to the number (including the aggregate number specified in Section 3) and kind of shares to be issued under this Plan.

9. SECURITIES REGULATIONS.

9.1 Compliance With Applicable Law.  Shares of Restricted Stock or Stock Options shall not be issued under this Plan unless the issuance and delivery of such shares pursuant hereto shall comply with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, applicable laws of foreign countries and other jurisdictions and the requirements of any quotation service or stock exchange on which the Company’s Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of any shares of Restricted Stock hereunder or shares of Common Stock issued pursuant to the exercise of Stock Options under the Stock Option Plan.  The inability of the Company to obtain, from any regulatory body having jurisdiction, the authority deemed by the Company’s counsel to be necessary for the lawful issuance and sale of any such shares or the unavailability of an exemption from registration for the issuance and sale of any such shares shall relieve the Company of any liability with respect to the non-issuance or sale of such shares as to which such requisite authority shall not have been obtained.

9.2 Investment Representations.  In connection with the issuance of shares of Restricted Stock under the Plan or pursuant to the exercise of Stock Options under the Stock Option Plan, the Company may require recipients to represent and warrant at the time of issuance that such shares are being acquired only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws.  The Company may place a stop-transfer order against any such shares on the official stock books and records of the Company, and a legend may be stamped on stock certificates to the effect that the shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation.  The Company also may require such other action or agreement by award recipients as may from time to time be necessary to comply with federal and state securities laws.  NO PROVISION OF THIS PLAN SHALL OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF SHARES OF RESTRICTED STOCK ISSUED PURSUANT TO THIS PLAN OR SHARES ISSUED PURSUANT TO THE EXERCISE OF STOCK OPTIONS UNDER THE STOCK OPTION PLAN.

10. AMENDMENT AND TERMINATION.

10.1 Plan.  Subject to applicable limitations set forth in Nasdaq rules, the Code or Rule 16b-3, the Board may at any time suspend, amend or terminate this Plan; provided, however, that the approval of the Company’s shareholders is necessary within twelve (12) months before or after the adoption by the Board of Directors of any amendment that will:

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(a) increase the number of shares of Common Stock that are to be reserved for issuance pursuant to Awards under the Plan;

(b) permit awards to a class of persons other than those now permitted to receive Awards under the Plan; or

(c) require shareholder approval under applicable law, including Section 16(b) of the Exchange Act.

10.2 Limitations.  Notwithstanding the foregoing, the provisions set forth in Section 2, Section 5 and Section 6 of this Plan (and any additional Sections of the Plan that affect terms required to be specified in the Plan by Rule 16b-3) shall not be amended more than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules thereunder.

10.3 Automatic Termination.  Unless sooner terminated by the Board, this Plan shall terminate ten (10) years from the date on which this Plan is first adopted by the Board.  No Award may be made after such termination or during any suspension of the Plan.  The amendment or termination of the Plan shall not, without the consent of any Non-Employee Director who then has unvested shares of Restricted Stock or unvested Stock Options, alter or impair any rights or obligations with respect to such shares theretofore granted under this Plan or issued under the Stock Option Plan.

11. MISCELLANEOUS.

11.1 Status as a Director.  Nothing in this Plan or in any Award granted pursuant to this Plan shall confer on any person any right to continue as a Director of the Company or to interfere in any way with the right of the Company to terminate his or her relationship with the Company at any time.  In addition, nothing in this Plan shall create an obligation on the part of the Board to nominate any Non-Employee Director for re-election by the shareholders.

11.2 Reservation of Shares.  The Company shall, during the term of the Plan, reserve and keep available such number of shares subject to Awards as shall be sufficient to satisfy the requirements of this Plan.  Shares subject to awards under this Plan may either be authorized but unissued shares or previously issued shares that have been reacquired by the Company.

11.3 Plan Expenses.  Any expenses of administering this Plan shall be borne by the Company.

11.4 Indemnification.  In addition to such other rights of indemnification as they may have as members of the Board of Directors, the members of the Plan Administrator shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act in connection with the adoption, administration, amendment or termination of this Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company), or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided, that upon the institution of any such action, suit or proceeding, a member of the Plan Administrator shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Plan Administrator member undertakes to handle and defend it on such member’s own behalf.

11.5 Withholding Taxes.  The Company may, at its discretion, require a Non-Employee Director to pay to the Company at the time of an Annual Award under the Plan, the amount that the Company deems necessary to satisfy its obligation to withhold Federal, state or local income, FICA or other taxes incurred by the reason of such issuance.  Upon or prior to the receipt of shares requiring tax withholding, a Non-Employee Director may make a written election to have shares withheld by the Company from the shares otherwise to be received.  The number of shares so withheld shall have an aggregate Fair Market Value on the date of issuance sufficient to satisfy the applicable withholding taxes.  The acceptance of any such election by a Non-Employee Director shall be at the sole discretion of the Plan Administrator.

7

11.6 Governing Law.  This Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware and construed accordingly.

11.7 No Assignment.  The rights and benefits under this Plan may not be assigned except for the designation of a beneficiary as provided in Section 7.4.

11.8 Award Agreements.  The Plan Administrator is authorized to establish forms of agreement between the Company and each Non-Employee Director to evidence Awards under this Plan, and to require execution of such agreements as a condition to receipt of an Award.

12. TERM OF THE PLAN. This Plan shall remain in effect until the earlier of:  (i) the date that no additional shares are available for issuance under the Plan; (ii) the date that the Plan has been terminated in accordance with Section 10; or (iii) the close of business on May 25, 2015.  Upon the termination or expiration of this Plan as provided in this Section 12, no Awards shall be granted pursuant to the Plan, but any Award theretofore granted may extend beyond such termination or expiration.

13. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT.  It is the Company’s intent that this Plan comply in all respects with Rule 16b-3.  If any provision of this Plan is found not to be in compliance with such rule and regulations, the provisions shall be deemed null and void, and the remaining provisions of this Plan shall continue in full force and effect.  All transactions under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and regulations promulgated thereunder.  The Board may, in its sole discretion, modify the terms and conditions of this Plan in response to and consistent with any changes in applicable law, rule or regulation.

*        *        *

 8

EX-15

EXHIBIT 15

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of US Ecology, Inc. and subsidiaries for the periods ended March 31, 2011, and 2010, as indicated in our report dated May 4, 2011; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, is incorporated by reference in Registration Statement Nos. 333-157529, 333-68868, 333-93105, 333-140419, and 333-69863 on Form S-8 and Registration Statement Nos. 333-126424 and 333-35261 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte and Touche LLP

Boise, Idaho

May 4, 2011

EX-31.1

EXHIBIT 31.1

US ECOLOGY, INC.

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, James R. Baumgardner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of US Ecology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 4, 2011	/s/ James R. Baumgardner
	James R. Baumgardner President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

US ECOLOGY, INC.

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Jeffrey R. Feeler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of US Ecology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 4, 2011	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of US Ecology, Inc., (the “Company”) for the quarterly period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, James R. Baumgardner and Jeffrey R. Feeler, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date:  May 4, 2011	/s/ James R. Baumgardner
	James R. Baumgardner Chief Executive Officer
	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler Chief Financial Officer