10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: March 31, 2007 Commission File Number: 0-11688

AMERICAN ECOLOGY CORPORATION

(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 (the “Exchange Act”) 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 þ No o

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

Large accelerated filer o          Accelerated filer þ          Non-accelerated filer 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 þ

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of April 26, 2007 was 18,224,440.

AMERICAN ECOLOGY CORPORATION

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006	1
	Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006	2
	Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006	3
	Notes to Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II.	OTHER INFORMATION
Cautionary Statement		14
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
SIGNATURE		16
Exhibit 10.54
Exhibit 10.57
Exhibit 10.59
Exhibit 31.1
Exhibit 31.2
Exhibit 32

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN ECOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

	March 31,		December 31,
	2007		2006
Assets
Current Assets:
Cash and cash equivalents	$	3,736	$	3,775
Short-term investments		7,759		6,120
Receivables, net		29,124		27,692
Prepaid expenses and other current assets		2,877		2,639
Income tax receivable		—		650
Deferred income taxes		513		2,166
Total current assets		44,009		43,042
Property and equipment, net		57,192		55,460
Restricted cash		4,752		4,691
Deferred income taxes		851		848
Total assets	$	106,804	$	104,041
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	4,782	$	6,866
Deferred revenue		3,669		3,612
Accrued liabilities		5,492		3,544
Accrued salaries and benefits		1,490		1,943
Customer advances		1,464		1,866
Income tax payable		673		—
Current portion of closure and post-closure obligations		1,425		656
Current portion of long-term debt		6		6
Total current liabilities		19,001		18,493
Long-term closure and post-closure obligations		11,536		12,160
Long-term debt		22		24
Other long-term liabilities		4		9
Total liabilities		30,563		30,686
Contingencies and commitments
Stockholders’ Equity
Common stock $0.01 par value, 50,000 authorized; 18,224 and 18,174 shares issued and outstanding, respectively		182		182
Additional paid-in capital		58,217		57,532
Retained earnings		17,842		15,641
Total stockholders’ equity		76,241		73,355
Total liabilities and stockholders’ equity	$	106,804	$	104,041

See Notes to Consolidated Financial Statements.

1

AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

	Three Months Ended March 31,
	2007			2006
Revenue	$	38,964		$	21,522
Transportation costs		17,171			5,057
Other direct operating costs		10,279			6,755
Gross profit		11,514			9,710
Selling, general and administrative expenses		3,599			3,483
Operating income		7,915			6,227
Other income (expense):
Interest income		211			188
Interest expense		(1	)		(1	)
Other		4			284
Income before income taxes		8,129			6,698
Income tax		3,194			2,519
Net income	$	4,935		$	4,179
Earnings per share:
Basic	$	0.27		$	0.23
Dilutive	$	0.27		$	0.23
Shares used in earnings per share calculation:
Basic		18,209			17,877
Dilutive		18,253			18,051
Dividends paid per share	$	0.15		$	0.15

See Notes to Consolidated Financial Statements.

2

AMERICAN ECOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

	Three Months Ended March 31,
	2007			2006
Cash Flows From Operating Activities:
Net income	$	4,935		$	4,179
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		2,351			1,854
Deferred income taxes		1,650			2,304
Stock-based compensation expense		143			91
Accretion of interest income		(60	)		(127	)
Changes in assets and liabilities:
Receivables		(1,432	)		(561	)
Income tax receivable		650			—
Other assets		(238	)		676
Deferred revenue		57			280
Accrued salaries and benefits		(453	)		(794	)
Accounts payable and accrued liabilities		(587	)		(1,438	)
Income tax payable		673			—
Closure and post-closure obligations		(119	)		(380	)
Net cash provided by operating activities		7,570			6,084
Cash Flows From Investing Activities:
Purchases of short-term investments		(11,943	)		(12,204	)
Purchases of property and equipment		(3,775	)		(7,801	)
Restricted cash		(61	)		(1	)
Maturities of short-term investments		10,364			16,282
Proceeds from sale of property and equipment		—			9
Net cash used in investing activities		(5,415	)		(3,715	)
Cash Flows From Financing Activities:
Dividends paid		(2,734	)		(2,661	)
Proceeds from stock option exercises		326			1,479
Tax benefit of common stock options		216			199
Other		(2	)		—
Net cash used in financing activities		(2,194	)		(983	)
Increase (Decrease) in cash and cash equivalents		(39	)		1,386
Cash and cash equivalents at beginning of period		3,775			3,641
Cash and cash equivalents at end of period	$	3,736		$	5,027
Supplemental Disclosures
Income taxes paid	$	3		$	31
Interest paid		1			1
Non-cash investing and financing activities:
Capital expenditures in accounts payable		953			1,069
Acquisition of equipment with capital leases		—			34

See Notes to Consolidated Financial Statements.

3

AMERICAN ECOLOGY CORPORATION
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 American Ecology Corporation and its wholly-owned subsidiaries (collectively, “AEC” 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 2006 Annual Report on Form 10-K filed with the SEC on March 9, 2007. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of results to be expected for the entire fiscal year.

The Company’s unaudited Consolidated Balance Sheet as of December 31, 2006 has been derived from the Company’s audited Consolidated Balance Sheet as of that date.

Certain reclassifications have been made to our prior year consolidated statements of cash flows in order to conform those statements to the current year’s presentation. Reclassifications in the 2006 Consolidated Statements of Cash Flows include disclosure for purchases and maturities of short-term investments, the movement of the tax benefits related to stock options exercises from an operating activity to a financing activity and adjustment for non-cash capital expenditures held in accounts payable. We believe these reclassifications, individually or in aggregate, are not material to the consolidated financial statements taken as a whole.

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. 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 — EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

EITF 06-3. In June 2006, the Emerging Issues Task Force (“EITF”) issued EITF 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation) (“EITF 06-3”). EITF 06-3 provides guidance on the presentation in the income statement of any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer. EITF 06-3 requires that taxes be presented in the income statement either on a gross basis (included in revenues and costs) or a net basis (excluded from revenues), and that this accounting policy decision be disclosed. EITF 06-3 should be applied to financial reports for interim and annual reporting periods beginning after December 15, 2006. The adoption of EITF 06-3 did not have a material impact on our consolidated financial statements.

FIN 48. In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. We adopted FIN 48 effective on January 1, 2007 and this adoption did not impact our consolidated financial statements. See Note 9 — Income Taxes.

4

SFAS 157. In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS’) No. 157, Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other existing accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. While SFAS 157 does not require any new fair value measurements, its application may change the current practice for fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating the impact of this statement on our consolidated financial statements.

FSP EITF 00-19-2. In December 2006, the FASB issued FASB Staff Position EITF 00-19-2, Accounting for Registration Payment Arrangements (“FSP EITF 00-19-2”). FSP EITF 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. A registration payment arrangement is defined in FSP EITF 00-19-2 as an arrangement with both of the following characteristics: (1) the arrangement specifies that the issuer will endeavor (a) to file a registration statement for the resale of specified financial instruments and/or for the resale of equity shares that are issuable upon exercise or conversion of specified financial instruments and for that registration statement to be declared effective by the SEC within a specified grace period, and/or (b) to maintain the effectiveness of the registration statement for a specified period of time (or in perpetuity); and (2) the arrangement requires the issuer to transfer consideration to the counterparty if the registration statement for the resale of the financial instrument or instruments subject to the arrangement is not declared effective or if effectiveness of the registration statement is not maintained. FSP EITF 00-19-2 is effective for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to December 21, 2006. We do not have any registration payment arrangements as defined by FSP EITF 00-19-2 and as a result the adoption of this standard did not have any impact on our consolidated financial statements.

SFAS 159. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”) which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will be effective for us on January 1, 2008. We are currently evaluating the impact of adopting SFAS 159 on our financial position, cash flows, and results of operations.

NOTE 3 — CONCENTRATION AND CREDIT RISK

Major Customers. The following customers represented 10% or more of our revenue during the three months ended March 31, 2007 and 2006.

	Three Months Ended			Three Months Ended
Customer	March 31, 2007			March 31, 2006
Honeywell International, Inc.		37	%		6	%
U.S. Army Corps of Engineers		8	%		23	%

Receivable balances from customers that exceed 10% of our total trade receivables as of March 31, 2007 were as follows:

	% of Trade
	Accounts Receivable
Customer	as of March 31, 2007
Honeywell International, Inc.		37	%
Compass Environmental, Inc.		15	%

Credit Risk Concentration. We maintain most of our cash and short-term investments with Wells Fargo Bank. Substantially all balances are uninsured and are not used as collateral for other obligations. Short-term investments are quasi-governmental debt obligations, such as the Federal Home Loan Bank or high-grade commercial paper, and currently have a maximum maturity of approximately 60 days.

Concentrations of credit risk with respect to accounts receivable are believed to be limited due to the number, diversification and character of the obligors and our credit evaluation process, except for receivables from the USACE and Honeywell International, Inc. for which significant credit risk exists. This risk is mitigated, however, due to the USACE being a Federal Agency and through the use of cash advances from Honeywell International, Inc. Typically, we have not required customers to provide collateral for such obligations.

5

NOTE 4 — SHORT-TERM INVESTMENTS
Short-term investments, which are accounted for as available-for-sale, were as follows:

	March 31,		December 31,
in thousands	2007		2006
Fixed maturity securities
Commercial paper	$	6,257	$	4,122
Federal Home Loan		1,502		1,998
Total	$	7,759	$	6,120

NOTE 5 — RECEIVABLES

Receivables were as follows:

	March 31,			December 31,
in thousands	2007			2006
Trade	$	29,169		$	27,536
Unbilled revenue		105			237
Other		1			29
		29,275			27,802
Allowance for doubtful accounts		(151	)		(110	)
	$	29,124		$	27,692

NOTE 6 — PROPERTY AND EQUIPMENT

	March 31,			December 31,
in thousands	2007			2006
Cell development costs	$	28,366		$	28,366
Land and improvements		8,967			8,816
Buildings and improvements		18,263			18,264
Railcars		17,375			17,375
Vehicles and other equipment		18,407			17,479
Construction in progress		8,216			5,590
		99,594			95,890
Accumulated depreciation and amortization		(42,402	)		(40,430	)
	$	57,192		$	55,460

Depreciation expense for the three months ended March 31, 2007 and 2006 was $2.1 million and $1.6 million, respectively.

NOTE 7 — LINE OF CREDIT

We have a $15.0 million unsecured line-of-credit agreement with Wells Fargo Bank maturing in June 2008. This line of credit requires monthly interest payments on any outstanding balance based on a pricing grid under which the interest rate resets based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization. We can elect to borrow amounts utilizing the Prime Rate or the offshore London Inter-Bank Offering Rate (“LIBOR”) plus an applicable margin. The credit agreement contains quarterly financial covenants including a maximum leverage ratio, a minimum current ratio, a maximum funded debt ratio and a minimum fixed charge coverage ratio. At March 31, 2007, we were in compliance with all the financial covenants in the credit agreement. At March 31, 2007 and December 31, 2006, we had no borrowings outstanding under the line of credit. At March 31, 2007, we had $11.0 million available for future borrowings and $4.0 million issued as a standby letter of credit which is utilized as collateral for our financial assurance policies for closure and post-closure obligations.

6

NOTE 8 — 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 consistent with SFAS No. 5, Accounting for Contingencies, with the liability calculated in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations. 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 best estimates of current costs and are updated periodically to reflect existing environmental conditions, current technology, laws and regulations, permit conditions, inflation and other factors.

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

	Three Months Ended
in thousands	March 31, 2007
Beginning obligation	$	12,816
Accretion expense		264
Payments		(148	)
Adjustments		29
Ending obligation	$	12,961
Less current portion		(1,425	)
Long-term portion	$	11,536

NOTE 9 — INCOME TAXES

On January 1, 2007, we adopted the provisions of FIN 48, and the adoption did not have an impact on our consolidated financial statements. As of January 1, 2007 and at March 31, 2007, we had no 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, 2007 and 2006 were not material.

Our effective income tax rate for three months ended March 31, 2007 and 2006 was 39.3% and 37.6%, respectively. The effective tax rate for the three months ended March 31, 2007 reflects a 1% increase in our federal statutory rate from 34% to 35% on higher earnings as well as increases in non-tax-deductible expense on incentive stock options. During the first quarter of 2007 we utilized the remaining $2.5 million federal net operating loss carryforwards (“NOLs”) that were available at December 31, 2006, and will pay our tax obligations from operating cash flows going forward.

We currently have tax years 2003 through 2006 subject to review or audit by taxing authorities in jurisdictions where we conduct business.

NOTE 10 — COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we are 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 permitting of facilities, alleged violations of existing permits, or alleged damages suffered from exposure to hazardous substances purportedly released from our operated 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 and administrative matters, or fees expected to be incurred in connection therewith. As of March 31, 2007, we did not have any significant pending or threatened legal action that management believes would have a material adverse effect on our financial position, results of operations or cash flows.

7

NOTE 11 — COMPUTATION OF EARNINGS PER SHARE

in thousands, except per share data	Three Months Ended March 31,
	2007				2006
	Basic		Diluted		Basic		Diluted
Net income	$	4,935	$	4,935	$	4,179	$	4,179
Weighted average common shares outstanding		18,209		18,209		17,877		17,877
Dilutive effect of stock options and restricted stock				44				174
Weighted average shares outstanding				18,253				18,051
Earnings per share	$	0.27	$	0.27	$	0.23	$	0.23
Anti-dilutive shares excluded from calculation				158				—

NOTE 12 — 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 or formerly proposed new disposal facilities.

Income taxes are assigned to Corporate, but all other items are included in the segment where they originated. 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:

			Non-
	Operating		Operating
	Disposal		Disposal
in thousands	Facilities		Facilities			Corporate			Total
Three months ended March 31, 2007
Revenue	$	38,960	$	4		$	—		$	38,964
Transportation costs		17,171		—			—			17,171
Other direct operating costs		10,172		107			—			10,279
Gross profit		11,617		(103	)		—			11,514
Selling, general & administration		1,296		—			2,303			3,599
Operating income (loss)		10,321		(103	)		(2,303	)		7,915
Interest income, net		4		—			206			210
Other income		4		—			—			4
Income (loss) before tax		10,329		(103	)		(2,097	)		8,129
Tax expense		—		—			3,194			3,194
Net income (loss)	$	10,329	$	(103	)	$	(5,291	)	$	4,935
Depreciation, amortization & accretion	$	2,266	$	77		$	8		$	2,351
Capital expenditures	$	3,772	$	3		$	—		$	3,775
Total assets	$	87,435	$	67		$	19,302		$	106,804

8

				Non-
	Operating			Operating
	Disposal			Disposal
in thousands	Facilities			Facilities			Corporate			Total
Three months ended March 31, 2006
Revenue	$	21,518		$	4		$	—		$	21,522
Transportation costs		5,057			—			—			5,057
Other direct operating costs		6,664			91			—			6,755
Gross profit		9,797			(87	)		—			9,710
Selling, general & administration		1,330			—			2,153			3,483
Operating income (loss)		8,467			(87	)		(2,153	)		6,227
Interest income, net		10			—			177			187
Other income (expense)		(15	)		—			299			284
Income (loss) before tax		8,462			(87	)		(1,677	)		6,698
Tax expense		—			—			2,519			2,519
Net income (loss)	$	8,462		$	(87	)	$	(4,196	)	$	4,179
Depreciation, amortization & accretion	$	1,758		$	90		$	6		$	1,854
Capital expenditures	$	7,752		$	49		$	—		$	7,801
Total assets	$	63,258		$	88		$	28,188		$	91,534

NOTE 13 — SUBSEQUENT EVENT

On April 2, 2007, we declared a dividend of $0.15 per common share to stockholders of record on April 13, 2007. The dividend was paid out of cash on hand on April 20, 2007 in an aggregate amount of $2.7 million.

9

AMERICAN ECOLOGY CORPORATION
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

American Ecology Corporation, through its subsidiaries, is a hazardous, non-hazardous and radioactive waste services company providing treatment, disposal and transportation services to commercial and government entities including refineries and chemical production facilities, electric utilities, steel mills and medical and academic institutions. The majority of our revenue is derived from fees charged for the treatment and disposal of waste at our four fixed disposal facilities, which are located near Grand View, Idaho; Richland, Washington; Beatty, Nevada; and Robstown, Texas. We also manage packaging, brokering and transportation to our facilities, which activities contribute significant revenue to our operations. We have been in the waste services business for 55 years.

A significant portion of our disposal revenue is attributable to discrete waste clean-up projects (“Event Business”) which vary substantially in size and duration. The one-time nature of Event Business necessarily creates variability in revenue and earnings. This variability is also influenced by our provision of rail transportation services to certain Event Business customers. The types and amounts of waste received from recurring customers (“Base Business”) also vary quarter to quarter. These service mix variations cannot be forecast with precision, and can produce significant quarter-to-quarter differences in revenue, gross profit, gross margin and operating profit. Our strategy is to continue expanding our Base Business while simultaneously securing both short-term and extended-duration Event Business. Depending on project-specific circumstances, transportation services may be offered at or near our cost to secure more disposal work. When Base Business covers our fixed overhead costs, a significant portion of disposal revenue generated from Event Business is generally realized as operating income and net income. This strategy takes advantage of the operating leverage inherent to the largely fixed-cost nature of the waste disposal business.

10

Results of Operations

The following table summarizes our results of operations for the three months ended March 31, 2007 and 2006 in dollars and as a percentage of total revenue.

in thousands, except per	Three Months Ended March 31,
share amounts	2007			%			2006			%
Revenue	$	38,964			100.0	%	$	21,522			100.0	%
Transportation costs		17,171			44.1	%		5,057			23.5	%
Other direct operating costs		10,279			26.3	%		6,755			31.4	%
Gross profit		11,514			29.6	%		9,710			45.1	%
Selling, general and administrative expenses		3,599			9.3	%		3,483			16.2	%
Operating income		7,915			20.3	%		6,227			28.9	%
Other income (expense):
Interest income		211			0.6	%		188			0.9	%
Interest expense		(1	)		0.0	%		(1	)		0.0	%
Other		4			0.0	%		284			1.3	%
Income before income taxes		8,129			20.9	%		6,698			31.1	%
Income tax		3,194			8.2	%		2,519			11.7	%
Net income	$	4,935			12.7	%	$	4,179			19.4	%
Earnings per share:
Basic	$	0.27					$	0.23
Dilutive	$	0.27					$	0.23
Shares used in earnings per share calculation:
Basic		18,209						17,877
Dilutive		18,253						18,051
Dividends paid per share	$	0.15					$	0.15

Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006

Revenue - Revenue increased 81% to $39.0 million for the first quarter of 2007, up from $21.5 million for the first quarter of 2006. This increase was a result of higher disposal revenues as well as increased revenue from our bundled rail transportation and waste disposal contract with Honeywell and other rail and truck-served clean-up projects. During the first quarter of 2007, we disposed of approximately 270,000 tons of hazardous and radioactive waste in our landfills, up 47% from the 183,000 tons that we disposed of in the first quarter of 2006. This was the highest quarterly disposal volume in our history. The average selling price for treatment and disposal services (excluding transportation) during the first quarter of 2007 was 1% above our average selling price in the first quarter of 2006.

During the first quarter of 2007, treatment and disposal revenue from recurring, Base Business customers grew 7%. This represented 39% of our non-transportation revenue as compared to 48% of non-transportation revenue in the first quarter of 2006. Revenue from our Event Business was 36% higher the first quarter of 2007 than the same quarter in 2006, and represented 61% of our non-transportation revenue. This Event Business growth was due primarily to higher disposal revenues from the Honeywell Jersey City project (which temporarily suspended shipments in the first quarter of 2006) and two clean-up projects shipped to our Beatty, Nevada facility (one of which included trucking services) that were largely completed in the first quarter of 2007.

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Treatment and disposal revenue from private cleanup customers grew approximately 86% during the first quarter of 2007 over the same period last year. The Honeywell Jersey City project was the primary contributor to this growth, contributing 37% of total revenue, or $14.2 million. This compares to 6% of total revenue for the first quarter of 2006, or $1.4 million. Revenue from our third-party waste broker and refinery service lines continued to grow, both up 23% during the first quarter of 2007 over the same period in 2006.

Our government business revenue increased 16% during the first quarter of 2007 over the same quarter last year. This reflects increased shipments from a recently completed military base clean-up project, partially offset by lower quarterly shipments under our U.S. Army Corps of Engineers (“USACE”) contract. Event Business clean-up work under the USACE contract contributed 8% of total revenue for the first quarter of 2007, or $2.9 million, as compared to 23% in the same quarter last year, or $5.1 million. Looking at revenue generated under the USACE FUSRAP program, revenue declined approximately 6% in the first quarter of 2007 as compared to the first quarter of 2006. While we added two new USACE FUSRAP projects and are receiving waste from five of the six active FUSRAP projects shipping waste, waste from these sites did not completely replace shipments from larger USACE FUSRAP projects completed in 2006. We expect revenue from the USACE FUSRAP program to be flat or down slightly in 2007 compared to 2006, but do not think this is indicative of a long-term trend.

Our other industry and rate-regulated business revenue declined 104% and 47%, respectively. The other industry category decline was primarily due to a large non-rate regulated project shipping to our Washington facility that was completed in August 2006. The decline in our Washington facility’s rate-regulated low-level radioactive waste interstate compact business was timing related and we expect to recognize the remaining approved revenue requirement over the balance of 2007.

Gross Profit. Gross profit for the first quarter of 2007 increased by 19% to $11.5 million, up from $9.7 million in the first quarter of 2006. This increase reflects the higher volume of waste disposed during the first quarter of 2007 as compared to the same period last year. Gross profit as a percentage of total revenue decreased to 30% during the first quarter of 2007 as compared to 45% in the first quarter of 2006. This decrease primarily reflects increased rail transportation services on the Honeywell Jersey City project, which temporarily suspended shipments in the first quarter of 2006. Additionally, we recognized higher truck transportation revenue in the first quarter of 2007 than the same period in 2006 as a result of bundling truck transportation and disposal services on a Brownfield redevelopment project. These trucking services were arranged using subcontractors. In general, the bundling of treatment, disposal and transportation services increases direct operating costs and reduces gross margin relative to revenue, primarily due to the low or no margin transportation component. The mix of waste received during the quarter also contributed to lower gross profit as a percent of total sales due to the higher mix of waste, including Honeywell project shipments, requiring treatment prior to disposal. Use of additives to meet U.S. Environmental Protection Agency Land Disposal Restrictions is a variable cost that is dependent on the types of waste treated.

Selling, General and Administrative (“SG&A”). As a percentage of total revenue, SG&A expense declined to 9% during the first quarter of 2007 as compared to 16% for the first quarter of 2006. In total dollars, SG&A expenses increased 3% to $3.6 million as compared to $3.5 million for the first quarter of 2006. This reflects slightly increased stock-based incentive compensation costs; insurance, accounting, consulting and legal expenses; and sales commission expenses.

Interest income. During the first quarter of 2007, we earned $211,000 of interest income as compared with $188,000 in the first quarter of 2006. This increase was due to a higher average rate of interest earned on our financial investments during the first quarter of 2007, partially offset by lower cash and short-term investment balances in the same period last year.

Other income (expense). Other income (expense) is used to record business activities that are not a part of our current year ordinary and usual revenue and expenses. During the first quarter of 2006 we received $299,000 from reimbursement of legal fees in connection with a legal matter that was completed in the prior year.

Income tax expense. Our effective income tax rate for first quarter of 2007 and 2006 was 39.3% and 37.6%, respectively. The effective tax rate for the first quarter of 2007 reflects an increase of 1% in our federal statutory rate to 35% on higher earnings as well as increases in non-tax-deductible expense on incentive stock options. During the first quarter of 2007 we utilized our remaining $2.5 million federal net operating loss carry-forwards (“NOLs”) available at December 31, 2006, and will pay our tax obligations from operating cash flows going forward.

On January 1, 2007, we adopted the provisions of FIN 48 and the adoption had no impact on our consolidated financial statements. As of January 1, 2007 and at March 31, 2007, we had no 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, 2007 and 2006 were not material.

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Critical Accounting Policies

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related 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.

On January 1, 2007 we adopted FIN 48 to account for uncertain tax positions. As discussed in Note 2 and Note 9 to the accompanying consolidated financial statements, adoption of FIN 48 had no impact on our financial position, results of operations or cash flows. The application of income tax law is inherently complex. Tax laws and regulations are voluminous and at times ambiguous, and interpretations of and guidance regarding income tax laws and regulations change over time. This requires us to make many subjective assumptions and judgments regarding our income tax exposures. Changes in our assumptions and judgments can materially affect our financial position, results of operations and cash flows.

Liquidity and Capital Resources

Our principal source of cash is cash generated from operations. The $11.5 million in cash and short-term investments at March 31, 2007 was comprised of short-term investments of $7.8 million which were not required for operations and cash immediately available for operations of $3.7 million.

We have a $15.0 million unsecured line-of-credit agreement that matures in June 2008 to supplement daily working capital on an as-needed basis. Monthly interest-only payments are required on outstanding debt levels based on 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. We can elect to borrow monies utilizing the Prime Rate or the offshore London Inter-Bank Offering Rate (“LIBOR”), plus an applicable spread. We have a standby letter of credit to support our closure and post-closure obligation of $4 million that expires in September 2007. At March 31, 2007, we had a borrowing capacity of $11.0 million after deducting the outstanding letter of credit, with no borrowings outstanding.

We believe that cash on hand and cash flow from operations, augmented if needed by periodic borrowings under the line of credit, will be sufficient to meet our cash needs during the next 12 months.

Operating Activities - For the three months ended March 31, 2007, net cash provided by operating activities was $7.6 million. This was primarily attributable to net income of $4.9 million, changes in deferred taxes of $1.7 million and utilization of our income tax receivable which were partially offset by increases in receivables of $1.4 million, and decreases in accounts payable and accrued liabilities. The increase in net income is discussed above in the section entitled Results of Operations. The decrease in deferred taxes is due to utilization of $2.5 million of our NOLs during the quarter. As of March 31, 2007 we have fully utilized our federal NOLs, and therefore will use cash to pay future tax obligations. The increase in accounts receivable is directly tied to higher disposal and transportation revenue in the first three months of 2007 as compared to the same period in 2006. Longer billing cycles for our largest customers contributed to the increase in accounts receivable for the first quarter of 2007, during which our days sales outstanding increased to 67 days as of March 31, 2007 as compared to 58 days at March 31, 2006. For the three months ended March 31, 2006, net cash provided by operating activities was $6.1 million. This was primarily due to net income of $4.2 million and changes in deferred taxes of $2.3 million, partially offset by increases in receivables of $561,000, a decrease in accrued salaries and benefits of $794,000 resulting from payment of incentive compensation earned in 2005 and a decrease in accounts payable and accrued liabilities of $1.4 million.

Investing Activities - For the three months ended March 31, 2007, net cash used in investing activities was $5.4 million. Significant transactions affecting cash used in investing activities during the three months ended March 31, 2007 include capital expenditures of $3.8 million primarily for construction of a new treatment building at our Beatty, Nevada facility and the purchase of heavy equipment at our Robstown, Texas and Grand View, Idaho facilities. We also invested cash in short-term investments, net of maturities totaling $1.6 million. For the three months ended March 31, 2006, net cash used in investing activities was $3.7 million. During the three months ended March 31, 2006 we invested $7.8 million in capital expenditures and received $4.1 million of cash from maturities of short-term investments, net of purchases. Major capital projects in the first three months of 2006 included the purchase of new railcars and construction of additional landfill space at our Texas facility.

Financing Activities - For the three months ended March 31, 2007 and 2006, net cash used in financing activities was $2.2 million and $983,000, respectively. This was primarily attributable to payment of dividends, partially offset by proceeds from stock option exercises and associated tax benefits related to those exercises.

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Contractual Obligations and Guarantees

For information on contractual obligations and guarantees, see our 2006 Annual Report on Form 10-K. There have not been any material changes in our contractual obligations and guarantees during the first three months of 2007.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not maintain equities, commodities, derivatives or any other instruments for trading or any other purposes, and do not enter into transactions denominated in currencies other than the U.S. Dollar.

We have minimal interest rate risk on investments or other assets. At March 31, 2007, approximately $11.5 million was held in cash or short-term investments at terms ranging from overnight to sixty days. Together, these items earn interest of approximately 5% per year.

We are exposed to market risks primarily from changes in interest rates in the United States. We do not engage in financial transactions for trading or speculative purposes.

Item 4. Controls and Procedures

Management of the Company, including the Chief Executive Officer and the Chief Accounting 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, 2007. Based on this evaluation, our Chief Executive Officer and Chief Accounting 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 Accounting 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 Securities and Exchange Commission, or 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, 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 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, but are not limited to, changes in key personnel, compliance with and changes in applicable laws and regulations, exposure to litigation, access to insurance and financial assurances, emergence of new technologies, potential loss of major contracts, access to cost effective transportation services, our ability to meet contractual commitments, impact of general economic trends on our business, and competition.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, or 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 Section 1A of Part II Other Information in this Form 10-Q and filed in our Annual Report on Form 10-K could harm our business, prospects, operating results, and financial condition. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.

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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 American Ecology Corporation.

Item 1. Legal Proceedings

We are not currently a party to any material pending legal proceedings and are not aware of any 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 year ended December 31, 2006.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

10.54	*Management Incentive Plan Effective January 1, 2007
10.57	*Amended and Restated Executive Employment Agreement with Stephen A. Romano
10.59	*First Amendment to Form of Stock Option Agreement dated January 31, 2007
31.1	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CAO 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

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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.

	American Ecology Corporation
	(Registrant)
Date: April 27, 2007	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler
	Vice President, Controller and
	Chief Accounting Officer

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EXHIBIT INDEX

Exhibit
No.	Description
10.54	*Management Incentive Plan Effective January 1, 2007
10.57	*Amended and Restated Executive Employment Agreement with Stephen A. Romano
10.59	*First Amendment to Form of Stock Option Agreement dated January 31, 2007
31.1	Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CAO 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

17

EX-10.54

Exhibit 10.54

AMERICAN ECOLOGY CORPORATION
2007 Executive/Senior Management Incentive Bonus Plan

1.	Purpose of the Plan The purpose of the American Ecology Corporation 2007 Management Bonus Plan is to provide certain of its key senior management employees, for the 2007 fiscal year, with incentive compensation consistent with the interests of Company’s stockholders.
2.	Eligibility Eligibility in the Plan is limited to Board approved and designated senior management employees of American Ecology and its subsidiaries (the “Company”). For purposes of the Plan, the Compensation Committee of the Company’s Board of Directors is the Plan Administrator.
	A listing of employees approved by the Board of Directors (“Participants”) with their respective Initial Base Percentage (“IBP”) shall be maintained and administered by the Chief Accounting Officer (“CAO”) under the direction of the Plan Administrator and is attached as Exhibit A. Participation in the Plan supersedes any prior agreements relating to the subject matter hereof, either written or verbal.
	To be eligible for the incentive award (a “Bonus Award”) under the Plan, a Participant must have been employed on a full-time basis by the Company for the entire 12 months of 2007 (the “Performance Period”) and must be employed on the last day of the Performance Period and at the date of any such payment. Plan Participants whose employment with the Company has been terminated, for any reason whatsoever, prior to the payment of any Bonus Award, shall not be eligible to receive any payment hereunder.
3.	Participant Groups The Plan provides for three Participant categories in 2007.

A)

President and Chief Executive Officer - Fifty percent (50%) of the bonus shall be based on the Company achieving operating income objectives, taking into account the cost of such bonuses. Up to an additional fifty percent (50%) shall be awarded, with the approval of the Board of Directors, for achieving annual priorities, updating and implementing Company initiatives and out year strategic plans, and implementing processes to ensure tracking and achievement of Board-adopted objectives.

B)

Senior Corporate Management — This category includes three Corporate Vice Presidents and their bonuses shall be based on the following criteria:

i.	Vice President & Chief Information Officer. Fifty percent (50%) of the bonus shall be based on the Company achieving operating income objectives, taking into account the cost of such bonuses. Up to an additional fifty percent (50%) shall be awarded, at the discretion of the CEO, for achieving priorities for support on potential acquisitions, new information systems development and implementation, servicing ongoing Information Technology needs, developing out year information system and technology plans to support strategic plans, teamwork, support for the Company’s operating facilities and other evaluative factors.
ii.	Vice President, Hazardous Waste Operations. Fifty percent (50%) of the bonus shall be based on the Company achieving operating income objectives, taking into account the cost of such bonuses. Up to an additional fifty percent (50%) shall be awarded at the discretion of the CEO for management of site efforts to achieve annual priorities, manage Company resources and complete approved capital projects within budget and on schedule, effectively manage health and safety programs, teamwork, and development of out year plans for operating facility permit expansions and investments in operating facility plant and equipment.
iii.	Vice President, Controller and Chief Accounting Officer. Fifty percent (50%) of the bonus shall be based on the Company achieving operating income objectives, taking into account the cost of such bonuses. Up to an additional fifty percent (50%) shall be awarded, at the discretion of the CEO, for compliance with federal securities regulations including financial reporting requirements and compliance and internal control requirements, investor relations, business development and financing initiatives, development of out year capital structure and finance plans, team work, and other evaluative factors.

iv. Vice President, Sales and Marketing. Fifty percent (50%) of the bonus shall be based on the Company achieving operating income objectives, taking into account the cost of such bonuses. Up to an additional fifty percent (50%) shall be awarded, at the discretion of the CEO, for driving the overall sales and marketing effort to meet established territory targets, protect existing business, team work, market development planning for out year growth, and other evaluative factors.

C) Operating Facility Management — This category includes the four operating facility General Managers. Twenty-five percent (25%) of the bonus shall be based upon achievement of Company operating income objectives, taking into account the cost of such bonuses and twenty-five percent (25%) for Site operating income. Up to an additional fifty percent (50%) shall be awarded, at the discretion of the CEO, with input from the Vice President, Hazardous Waste Operations for applicable locations, based on achieving 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 and investments in operating facility plant and equipment, team work, and other evaluative factors.

Bonus Awards

A) Cash award at target performance

i.	President and Chief Executive Officer: 75% of Participant’s base salary
ii.	Senior Corporate Management: 35% of Participants’ base salary for the Vice President & Chief Information Office, Vice President, Hazardous Waste Operations and Vice President, Controller and Chief Accounting Officer and 25% of base salary for the Vice President of Sales and Marketing.
iii.	Operating Facility Management: 35% of Participants’ base salary.

The Board approved 2007 budget will serve as target performance goals.

B) An additional cash award of:

i.	25% of base salary will be added to the President and Chief Executive Officer’s award if the Company exceeds its 2007 corporate consolidated operating income by 13% or more.
ii.	10% of base salary will be added to the Senior Corporate Management group and the Operating Facility Management group participants if the Company exceeds its 2007 corporate consolidated operating income budget by 13% or more.

Any and all Bonus Awards shall be based on the availability of the Company’s final audited financial statements for the Performance Period, prepared in accordance with generally accepted accounting principles. For purposes of the Plan, “Operating Income” is defined as Gross Profit less Selling, General and Administrative Expenses after any accrual for Bonus Awards.

The Company shall pay Bonus Awards, if any, to Plan Participants upon certification by the Company’s Chief Executive Officer and/or Chief Accounting Officer that such payments are authorized by the Plan Administrator and all applicable criteria contained herein have been met. All Bonus 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.

4.

Procedure The Plan Administrator shall have full power, discretion and authority to administer and interpret the Plan, including the calculation and verification of all Bonus 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 President and Chief Executive Officer shall provide the Plan Administrator with a year-end report of Participants in the Plan and their respective annual salaries and recommendations for evaluative factor Bonus Awards for all participants other than himself, along with any other information that the Plan Administrator may request. The Plan Administrator shall determine any evaluative factor Bonus Award for the President and Chief Executive Officer.

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

i.	a) Insubordination, misconduct, malfeasance, or any formal disciplinary action taken by the Company during the performance year or prior to payment. b) 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 a bonus.
ii.	Demotion. If a Plan Participant is removed from the Participant group that made him or her 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 Bonus Award under the Plan.

5. Miscellaneous Provisions.

a) 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. 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.

b) 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.

c) 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.

d) Interests Not Transferable. Any interest of Participants 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 Bonus Award, then a pro rata portion of the Bonus Award earned by such deceased Participant 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.

e) 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.

f) 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.

g) 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, 2007.

AMERICAN ECOLOGY CORPORATION
2007 Management Incentive Bonus Plan

ELIGIBLE PARTICIPANTS

President and Chief Executive Officer:
   Stephen A. Romano — 75%

Senior Corporate Management:
   John Cooper — Vice President and Chief Information Officer — 35%
   Simon Bell — Vice President, Hazardous Waste Operations — 35%
   Jeffrey R. Feeler — Vice President, Controller and CAO — 35%
   Steve Welling — Vice President, Sales and Marketing — 25%

EX-10.57

Exhibit 10.57

AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Employment Agreement”) is made and entered into as of the 31^st day of January, 2007 (the “Commencement Date”), by and between AMERICAN ECOLOGY CORPORATION, a Delaware corporation (the “Company”), and STEPHEN ANTHONY ROMANO, an individual (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties,” and individually, as a “Party.”

WHEREAS, the Company has heretofore employed Employee pursuant to the terms and conditions of an Executive Employment Agreement, dated February 11, 2003 (the “Prior Agreement”); and

WHEREAS, the Company and Employee desire to amend and restate the Prior Agreement, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment with the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.

TERM OF EMPLOYMENT. The term of employment of Employee by the Company pursuant to this Employment Agreement shall be for the period (the “Employment Period”) commencing on the Commencement Date set forth above and ending December 31, 2009, or such earlier date that Employee’s employment is terminated in accordance with the provisions of this Employment Agreement; provided, however, that the Employment Period shall automatically renew for additional one (1) year periods if neither the Company nor Employee has notified the other in writing of its or his intention not to renew this Employment Agreement on or before ninety (90) days prior to the expiration of the Employment Period (including any renewal(s) thereof).

CAPACITY AND DUTIES. Employee is and shall be employed in the capacity of President and Chief Executive Officer of the Company and its subsidiaries and shall have such other duties, responsibilities and authorities as may be assigned to him by the Board of Directors of the Company (the “Board”) not materially inconsistent with Employee’s positions with the Company. Except as otherwise herein provided, Employee shall devote his entire business time, best efforts and attention to promote and advance the business of the Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee’s duties shall include all of those duties being performed by Employee as of the date hereof. Employee shall report directly to the Board.

PLACE OF EMPLOYMENT. Employee’s principal place of work shall be the main corporate office of the Company, currently located in Boise, Idaho; provided, however, that the location of the Company and any of its offices may be moved from time to time in the discretion of the Board.

NO OTHER EMPLOYMENT. During the Employment Period, Employee shall not be employed in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; provided, however, that this restriction shall not be construed as preventing Employee from (i) participating in charitable, civic, educational, professional, community or industry affairs; and (ii) investing his personal assets in a business which does not compete with the Company or its subsidiaries or with any other company or entity affiliated with the Company, where the form or manner of such investment will not require services on the part of Employee in the operation of the affairs of the business in which such investment is made and in which his participation is solely that of a passive investor or advisor, so long as the activities in clauses (i) and (ii), above, do not materially interfere with the performance of Employee’s duties hereunder or create a potential business conflict or the appearance thereof.

COMPENSATION. During the Employment Period, subject to all the terms and conditions of this Employment Agreement and as compensation for all services to be rendered by Employee under this Employment Agreement, the Company shall pay to or provide Employee with the following:

1.	BASE SALARY. The Company shall pay to employee an annual base salary (“Base Salary”) at the rate paid at the time this Employment Agreement is executed, or as adjusted in the future by the Company, but in no case shall the annual Base Salary be less than $275,000. Such Base Salary shall be payable in accordance with the regular payroll practices and procedures of the Company.
2.	BONUS. Employee shall be eligible to participate in any cash bonus plans of the Company which are in effect from time to time, including (i) the cash bonus opportunity granted to Employee under the Company’s Long-Term Incentive Compensation Program, and (ii) the annual cash bonus opportunity granted to Employee under the Company’s Management Incentive Program, in each case on a basis no less favorable than as applicable to other senior executives of the Company. Anything to the contrary in this Agreement notwithstanding, the Company reserves the right to modify or eliminate any or all of its cash bonus plans at any time.
3.	VACATION AND OTHER BENEFITS. Employee shall be entitled to vacation, and shall have the right, on the same basis as other members of senior management of the Company, to participate in any and all employee benefit plans and programs of the Company, including medical plans, insurance plans and other benefit plans and programs as shall be, from time to time, in effect for executive employees and management personnel of the Company. Such participation shall be subject to the terms of the applicable plan documents, generally applicable Company policies and the discretion of the Board of Directors or any administrative or other committee provided for in, or contemplated by, each such plan or program. Anything to the contrary in this Agreement notwithstanding, the Company reserves the right to modify or terminate such benefit plans and programs at any time.
4.	OTHER. The Company may provide Employee with other or additional benefits not specifically described herein. In such event, these other or additional benefits be specified in writing and attached hereto in an attachment entitled, “Exhibit: Other Benefits”.
5.	STOCK OPTION GRANTS. During the Employment Period, Employee shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company, on a basis no less favorable than other senior executives of the Company.

EXPENSES. The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses including, but not limited to, automobile and other business travel and customer entertainment expenses, incurred by him in connection with his employment in accordance with the Company’s expense reimbursement policy; provided, however, Employee shall render to the Company a complete and accurate accounting of all such expenses in accordance with the substantiation requirements of the Internal Revenue Code, as amended (the “Code”), as a condition precedent to such reimbursement.

ADHERENCE TO STANDARDS. Employee shall comply with the written policies, standards, rules and regulations of the Company from time to time established for all executive officers of the Company consistent with Employee’s position and level of authority.

REVIEW OF PERFORMANCE. The Board shall periodically review and evaluate with Employee his performance under this Employment Agreement.

PAYMENT UPON CHANGE OF CONTROL. Upon a Change of Control of the Company, Employee shall receive a payment equal to two (2) times his then current Base Salary (the “Change of Control Payment”). Such Change of Control Payment shall be paid in a single lump-sum payment, within forty-five (45) days following the date of the Change of Control.

TERMINATION OF EMPLOYMENT. Employee’s employment and this Employment Agreement may be terminated as follows (with the date of termination of Employee’s employment hereunder being referred to hereinafter as the “Termination Date”):

1.	By either Party by delivering notice of non-renewal as set forth in the Section entitled “TERM OF EMPLOYMENT”, above;
2.	Upon no less than thirty (30) days’ written notice from the Company to Employee at any time without Cause (as hereinafter defined) and other than due to Employee’s death or Disability;

3.	By the Company for Cause immediately upon written notice stating the basis for such termination;
4.	Due to the death or Disability (as hereinafter defined) of Employee;
5.	By Employee at any time with or without Good Reason (as hereinafter defined) upon thirty (30) days’ written notice from Employee to the Company (or such shorter period to which the Company may agree); or
6.	Upon the mutual agreement of the Company and Employee.

In the event of termination of Employee’s employment with the Company for any reason, or if Employee is required by the Board, Employee agrees to resign, and shall automatically be deemed to have resigned, from any offices (including any directorship) Employee holds with the Company effective as of the Termination Date or, if applicable, effective as of a date selected by the Board.

TERMINATION BY THE COMPANY FOR CAUSE OR BY EMPLOYEE WITHOUT GOOD REASON. If Employee’s employment and this Employment Agreement are terminated by the Company for Cause (as hereinafter defined) or by Employee without Good Reason, the Company shall pay Employee the Accrued Obligations (as hereinafter defined); provided, however, that in the event of a termination of employment pursuant to this Section, Employee shall immediately and automatically forfeit all vested and unvested stock options and all unvested shares of restricted stock.

TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EMPLOYEE FOR GOOD REASON. If Employee’s employment and this Employment Agreement are terminated by the Company without Cause or if Employee terminates his employment and this Employment Agreement for Good Reason, the Company shall pay Employee the Accrued Obligations. In addition, Employee shall be entitled to receive the following: (i) continued vesting of stock options for a period of twelve (12) months following the Termination Date (such vested options to remain exercisable for the shorter of one (1) year or the balance of the then-remaining term of this Employment Agreement); (ii) continued vesting of restricted stock grants for a period of twelve (12) months following the Termination Date; and (iii) continued medical, hospitalization, life insurance and disability benefits to which he was entitled at the Termination Date (or the after-tax cost thereof) for a period of twenty-four (24) months following the Termination Date (or until Employee receives similar or comparable coverage from a new employer). All such additional payments, vesting and benefits under this Section shall be conditional on Employee’s continued compliance with the Sections entitled “CONFIDENTIALITY”, “WORK PRODUCT ASSIGNMENT” and “COVENANT NOT TO COMPETE”.

TERMINATION DUE TO DEATH. If Employee’s employment and this Employment Agreement are terminated due to Employee’s death, the Company shall pay the estate of Employee the Accrued Obligations. In addition, (i) all stock options held by Employee at the time of death shall become 100% vested, and shall remain exercisable for a period which is the shorter of one (1) year or the balance of the then-remaining term of this Employment Agreement; and (ii) all restricted stock grants held by Employee at the time of death shall become 100% vested.

TERMINATION DUE TO DISABILITY. If Employee’s employment and this Employment Agreement are terminated due to his Disability, Employee will be eligible to participate in the Company’s Long-Term Disability Plan, on a basis no less favorable to Employee than other senior executives of the Company. In addition, (i) all stock options held by Employee at the Termination Date shall become 100% vested, and shall remain exercisable for a period which is the shorter of (1) year or the balance of the then-remaining term of this Employment Agreement; and (ii) all restricted stock grants held by Employee at the Termination Date shall become 100% vested.

TERMINATION WITHIN 12 MONTHS FOLLOWING A CHANGE OF CONTROL. If Employee’s employment and this Employment Agreement are terminated by the Company (or its successor) without Cause or by Employee for Good Reason within twelve (12) months following a Change of Control, the Company shall pay Employee the Accrued Obligations. In addition, Employee shall be entitled to receive the following: (i) a pro rata portion of the cash bonus payable to Employee under the Management Incentive Program earned during the year in which the Change of Control occurred, if any; and (ii) continued medical, hospitalization, life insurance and disability benefits to which he was entitled at the Termination Date (or the after-tax cost thereof) for a period of twelve (12) months following the Termination Date (or until Employee receives similar or comparable coverage from a new employer). In addition, (i) all stock options held by Employee at the Termination Date shall become 100% vested, and shall remain exercisable for a period which is the shorter of (1) year or the balance of the then-remaining term of this Employment Agreement; and (ii) all restricted stock grants held by Employee at the Termination Date shall become 100% vested.

RETIREMENT. If Employee’s employment and this Employment Agreement are terminated by virtue of Employee’s Retirement, the Company shall pay Employee the Accrued Obligations. In addition, (i) all stock options held by Employee at the date of Retirement shall become 100% vested, and shall remain exercisable for the balance of the then-remaining term of this Employment Agreement; and (ii) all restricted stock grants held by Employee at the date of Retirement shall become 100% vested.

COMPLIANCE WITH SECTION 409A. In the event that (i) one or more payments of compensation or benefits received or to be received by Employee pursuant to this Agreement (“Agreement Payment”) would constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company or (ii) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Employee is deferred pursuant to the foregoing, Employee shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A. or Bank of America, on the date of such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or his or her beneficiary in one lump sum, including all accrued interest.

DEFINITIONS. In addition to the words and terms elsewhere defined in this Employment Agreement, certain capitalized words and terms used in this Employment Agreement shall have the meanings given to them by the definitions and descriptions in this Section entitled “DEFINITIONS”, unless the context or use indicates another or different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of any of the capitalized words and terms herein defined. The following words and terms are defined terms under this Employment Agreement:

1.

“Accrued Obligations” shall include (i) any unpaid Base Salary through the Termination Date and any accrued vacation in accordance with the Company’s policy; (ii) any unpaid bonus earned with respect to any fiscal year ending on or prior to the Termination Date; (iii) reimbursement for any un-reimbursed business expenses incurred through the Termination Date; and (iv) all other payments, benefits or fringe benefits to which Employee may be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Employment Agreement.

2.

“Cause” shall mean a termination of this Employment Agreement by reason of a determination by two-thirds (2/3) of the members of the Board voting that Employee:

a.	Has engaged in willful neglect (other than neglect resulting from his incapacity due to physical or mental illness) or misconduct;
b.	Has engaged in conduct the consequences of which are materially adverse to the Company, monetarily or otherwise;
c.	Has materially breached the terms of this Employment Agreement or any change in control or similar agreement in effect between Employee and the Company, and such breach persisted after notice thereof from the Company and a reasonable opportunity to cure; or
d.	Has been convicted of (or has plead guilty or no contest to) any felony other than a traffic violation.

3. A “Change of Control” shall be deemed to have occurred upon:

a. the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization; provided, however, that a public offering of the Company’s securities shall not constitute a corporate reorganization;

b.	stockholder approval of the sale, transfer, or other disposition of all or substantially all of the Company’s assets;
c.	a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors are directors who either (x) had been directors of the Company on the date 24 months prior to the date of the event that may constitute a Change of Control (the “original directors”) or (y) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved;
d.	stockholder approval of a plan of liquidation; or
e.	any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this paragraph 4.d, the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act, but shall exclude (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary and (y) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

4.	“Disability” shall be as defined in the Company’s Long-Term Disability Plan.
5.	“Good Reason” shall mean the occurrence of any of the following without Employee’s prior written consent during the Employment Period, which occurrence continues for ten (10) days after written notice thereof from Employee to the Board:

a.	Any material diminution or adverse change in Employee’s position, status, title, authorities or responsibilities, office or duties under this Employment Agreement which represents a demotion from such position, status, title, authorities or responsibilities, office or duties which are materially inconsistent with his position, status, title, authorities or responsibilities, office or duties set forth in this Employment Agreement, or any removal of Employee from, or failure to appoint, elect, reappoint or reelect Employee to, any of his positions, except in connection with the termination of his employment with or without Cause, or as a result of his death or Disability; provided, however, that no change in position, status, title, authorities or responsibilities, office or duties customarily attributable solely to the Company ceasing to be a publicly-traded corporation shall constitute Good Reason hereunder;
b.	The exclusion of Employee in any incentive, bonus or other compensation plan in which Employee participated at the time that this Employment Agreement is executed, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to the failure to continue such plan, or the failure by the Company to continue Employee’s participation therein, or any action by the Company which would directly or indirectly materially reduce his participation therein or reward opportunities thereunder; provided, however, that Employee continues to meet all eligibility requirements thereof. Notwithstanding the foregoing, this provision shall not apply to the exclusion of Employee in any incentive, bonus or other compensation plan in which Employee participated at the time that this Employment Agreement is executed to the extent that such termination is required by law;
c.	Any amendment, modification or termination of the Company’s Management Incentive Plan which materially and adversely affects Employee’s rights thereunder.

d. The failure by the Company to continue in effect any employee benefit plan (including any medical, hospitalization, life insurance or disability benefit plan in which Employee participates), or any material fringe benefit or prerequisite enjoyed by him unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to the failure to continue such plan, or the failure by the Company to continue Employee’s participation therein, or any action by the Company which would directly or indirectly materially reduce his participation therein or reward opportunities thereunder, or the failure by the Company to provide him with the benefits to which he is entitled under this Employment Agreement; provided, however, that Employee continues to meet all eligibility requirements thereof. Notwithstanding the foregoing, this provision shall not apply to the exclusion of Employee in any employee benefit plan in which Employee participated at the time that this Employment Agreement is executed to the extent that such termination is required by law, or to such failure to continue any employee benefit plan or fringe benefit, or Employee’s participation therein or reward opportunity thereunder if such failure to continue such plan or benefit is applicable to the Company’s executive officers and/or employees generally;

e.	Any material breach by the Company of any provision of this Employment Agreement; or
f.	The failure of the Company to obtain a reasonably satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Employment Agreement, as contemplated in the Section entitled “SUCCESSORS” hereof.

7. “Retirement” shall mean retirement upon “normal retirement age” as defined in the Company’s 401(k) retirement plan.

RETURN OF PROPERTY. Employee agrees, upon the termination of his employment with the Company, to return all physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files and any and all other materials, including without limitation, computerized and/or electronic information that refers, relates or otherwise pertains to the Company and/or its subsidiaries, and any and all business dealings of said persons and entities. In addition, Employee shall return to the Company all property and equipment that Employee has been issued during the course of his employment or which he otherwise currently possesses, including but not limited to, any computers, cellular phones, Palm Pilots, pagers, Blackberrys and/or similar items. Employee shall immediately deliver to the Company any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files, materials, property and equipment that are in Employee’s possession. Employee further agrees that he will immediately forward to the Company any business information regarding the Company and/or its subsidiaries that has been or is inadvertently directed to Employee following Employee’s last day of employment with the Company. The provisions of this Section are in addition to any other written agreements on this subject that Employee may have with the Company and/or its subsidiaries, and are not meant to and do not excuse any additional obligations that Employee may have under such agreements.

NOTICES. For the purposes of this Employment Agreement, notices and all other communications provided for in the Employment Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier with established national reputation, shipping prepaid or billed to sender, in either case addressed to the respective addresses last given by each Party to the other (provided that all notices to the Company shall be directed to the attention of the Chairman, Board, with a copy to the Secretary of the Company) or to such other address as either Party may have furnished to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date of delivery thereof, or on the second day after deposit thereof with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

• Company at: 300 East Mallard Drive, Suite 300, Boise, Idaho 83706.

• Employee at: 2134 South Pebblecreek Lane, Boise, Idaho 83706.

LIFE INSURANCE. The Company may, at any time after the execution of this Employment Agreement, apply for and procure as owner and for its own benefit, life insurance on Employee, in such amounts and in such form or forms as the Company may determine. Employee shall, at the request of the Company, submit to such medical examinations, supply such information, and execute such documents as may be required by the insurance company or companies to whom the Company has applied for such insurance. Employee hereby represents that to his knowledge he is in excellent physical and mental condition and is not under the influence of alcohol, drugs or similar substance.

CONFIDENTIALITY. Employee agrees not to disclose or reveal to any person or entity outside the Company any secret or confidential information concerning any Company product, process, equipment, machinery, design, formula, business, or other activity (collectively, “Confidential Information”) without prior permission of Company in writing. Confidential Information shall not include any information which is in the public domain or becomes publicly known through no wrongful act on the part of Employee or breach of this Employment Agreement. Employee acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company. The obligation to protect the secrecy of such information continues after employment with Company may be terminated. In furtherance of this agreement, Employee acknowledges that all Confidential Information which Employee now possesses, or shall hereafter acquire, concerning and pertaining to the business and secrets of the Company and all inventions or discoveries made or developed, or suggested by or to Employee during said term of employment relating to Company’s business shall, at all times and for all purposes, be regarded as acquired and held by Employee in his fiduciary capacity and solely for the benefit of Company.

WORK PRODUCT ASSIGNMENT. Employee agrees that all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relate to the Company’s or any of its subsidiaries or affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Commencement Date of this Agreement) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work Product”), belong in all instances to the Company or its subsidiaries or affiliates, and Employee hereby assigns to the Company all Work Product and all of Employee’s interest therein. Employee will promptly perform all actions reasonably requested by the Board (whether during or after his employment with the Company) to establish and confirm the Company’s or its subsidiaries or affiliates’ ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its subsidiaries and affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

COVENANT NOT TO COMPETE. Employee acknowledges that his employment with the Company has special, unique and extraordinary value to the Company; that the Company has a lawful interest in protecting its investment in entrusting its Confidential Information to him; and that the Company would be irreparably damaged if Employee were to provide services to any person or entity in violation of this Employment Agreement because in performing such services Employee would inevitably disclose the Company’s Confidential Information to third parties and that the restrictions, prohibitions and other provision of this Section are reasonable, fair and equitable in scope, terms, and duration to protect the legitimate business interests of the Company, and are a material inducement to the Company to enter into this Employment Agreement.

1.	Non-Competition. Without the consent in writing of the Board, Employee will not, during the Employment Agreement and, in the event of the termination of Employee’s employment by the Company for Cause or by Employee without Good Reason, for a period of two (2) years after such termination of employment if by the Company for Cause or by Employee without Good Reason, acting alone or in conjunction with others, directly or indirectly engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director) in activities on behalf of any entity or entities engaged in waste processing and disposal services for low-level radioactive-wastes, naturally occurring, accelerator produced, and exempt radioactive materials, and hazardous and PCB wastes. It is agreed that the ownership of not more than five percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not, of itself, be deemed inconsistent with this sub-paragraph.
2.	Non-Solicitation of Vendors and Customers. Without the consent in writing of the Board, after Employee’s employment has terminated for any reason, Employee will not, during the Employment Agreement and for a period of one (1) year thereafter (two (2) years thereafter if employment is terminated by the Company for Cause or by Employee without Good Reason), acting alone or in conjunction with others, either directly or indirectly induce any vendors or customers of the Company to curtail or cancel their business with the Company or any of its subsidiaries.
3.	Non-Solicitation of Employees. Without the consent in writing of the Board, after Employee’s employment has terminated for any reason, Employee will not, during the Employment Agreement and for a period of two (2) years thereafter, acting alone or in conjunction with others, either directly or indirectly induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate his/her employment.

The provisions of the Sections entitled “CONFIDENTIALITY” and “WORK PRODUCT ASSIGNMENT” hereof and subparagraphs (1), (2), and (3) of this Section are separate and distinct commitments independent of each of the other Sections. Employee acknowledges that the covenants and agreements, which he has made in this Employment Agreement are reasonable and are required for the reasonable protection of the Company and its business. Employee agrees that the breach of any covenant or agreement contained herein will result in irreparable injury to the Company and that, in addition to all other remedies provided by law or in equity with respect to the breach of any provision of this Employment Agreement, the Company and its successors and assigns will be entitled to enforce the specific performance by Employee of his obligations hereunder and to enjoin him from engaging in any activity in violation hereof and that no claim by Employee against the Company or its successors or assigns will constitute a defense or bar to the specific enforcement of such obligations. Employee agrees that the Company and any successor or assign shall be entitled to recover all costs of enforcing any provision of this Employment Agreement, including, without limitation, reasonable attorneys’ fees and costs of litigation. In the event of a breach by Employee of any covenant or agreement contained herein, the running of the restrictive covenant periods (but not of Employee’s obligations hereunder) shall be tolled during the period of the continuance of any actual breach or violation.

In addition, the Company may, at the sole discretion of the Board, cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unexercised stock options and any bonus payouts under the Company’s Long-Term Incentive Plan and/or Management Incentive Plan granted to Employee, whether vested or not, at any time if Employee is not in compliance with all of the provisions of the Sections entitled “CONFIDENTIALITY” and “WORK PRODUCT ASSIGNMENT” hereof and subparagraphs (1), (2), and (3) of this Section. As a condition to the exercise of any stock option or the receipt of any such bonus payout, Employee shall certify to the Company that he is in compliance with the provisions set forth above. In the event that Employee fails to comply with the provisions set forth in the Sections entitled “CONFIDENTIALITY” and “WORK PRODUCT ASSIGNMENT” hereof and in subparagraphs (1), (2) and (3) of this Section prior to or within twelve (12) months after any exercise of a stock option or payment by the Company with respect to any stock options or bonus payout, such exercise or payment may be rescinded by the Company within twelve (12) months thereafter. In the event of such rescission, Employee shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise or payment, in such manner and on such terms and conditions as may be required by the Company, and the Company shall be entitled to set-off against the amount of such gain any amount owed to Employee by the Company. Employee acknowledges that the foregoing provisions are fair, equitable and reasonable for the protection of the Company’s interests in a stable workforce and the time and expense the Company has incurred to develop its business and its customer and vendor relationships.

PRIOR EMPLOYMENT AGREEMENTS. Employee represents and warrants that Employee’s performance of all the terms of this Employment Agreement and as an employee of the Company does not, and will not, breach any employment agreement, arrangement or understanding or any agreement, arrangement or understanding to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee has not entered into, and shall not enter into, any agreement, arrangement or understanding, either written or oral, which is in conflict with this Employment Agreement or which would be violated by Employee entering into, or carrying out his obligations under, this Employment Agreement. This Employment Agreement supersedes any former oral agreement and any former written agreement heretofore executed relating generally to the employment of Employee with the Company, including without limitation, the Prior Agreement; provided, however, that nothing in this Section shall be deemed to terminate, supersede, extinguish or otherwise amend any outstanding stock options or stock option agreements currently in effect between Employee and the Company.

SUCCESSORS. This Employment Agreement shall be binding on the Company and any successor to any of its businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Employment Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Employment Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumes and agrees to perform this Employment Agreement or which is otherwise obligated under this Employment Agreement by the first sentence of this Section entitled “SUCCESSORS”, by operation of law or otherwise.

ASSIGNMENT; BINDING EFFECT. This Employment Agreement may not be assigned by Employee in whole or in part. Notwithstanding the foregoing, this Employment Agreement shall inure to the benefit of and be enforceable by Employee’s personal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Employment Agreement to Employee’s estate.

HEADINGS. Headings used in this Employment Agreement are for convenience only and shall not be used to interpret or construe its provisions.

WAIVER. No provision of this Employment Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by the Chairman of the Board or any other member of the Board to whom the Chairman delegates such authority. No waiver by either Party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Employment Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

AMENDMENTS. No amendments or variations of the terms and conditions of this Employment Agreement shall be valid unless the same is in writing and signed by the Parties hereto.

SEVERABILITY. The invalidity or unenforceability of any provision of this Employment Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provision contained herein. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or unenforceability. It is expressly understood and agreed that while the Company and Employee consider the restrictions contained in this Employment Agreement reasonable for the purpose of preserving for the Company the good will, other proprietary rights and intangible business value of the Company, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Employment Agreement is an unreasonable or otherwise unenforceable restriction against Employee, the provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

GOVERNING LAW. This Employment Agreement shall be construed and enforced pursuant to the laws of the State of Idaho.

DISPUTE RESOLUTION. Except as described below in the Section entitled “REMEDY FOR BREACH OF RESTRICTIVE COVENANTS”:

1.	The Company and Employee agree to resolve all disputes arising out of their employment relationship by the following alternative dispute resolution process: (a) the Company and Employee agree to seek a fair and prompt negotiated resolution; but if this is not possible, (b) all disputes shall be resolved by binding arbitration; provided, however, that during this process, at the request of either Party, made not later than sixty (60) days after the initial arbitration demand, the Parties agree to attempt to resolve any dispute by non-binding, third-party intervention, including either mediation or evaluation or both but without delaying the arbitration hearing date. BY ENTERING INTO THIS EMPLOYMENT AGREEMENT, BOTH PARTIES GIVE UP THEIR RIGHT TO HAVE THE DISPUTE DECIDED IN COURT BY A JUDGE OR JURY.
2.	Any controversy or claim arising out of or connected with Employee’s employment at the Company, including but not limited to claims for compensation or severance and claims of wrongful termination, age, sex or other discrimination or civil rights shall be decided by arbitration. In the event the Parties cannot agree on an arbitrator, then the arbitrator shall be selected by the administrator of the American Arbitration Association (“AAA”) office in Salt Lake City, Utah. The arbitrator shall be an attorney with at least 15 years’ experience in employment law in Idaho. Boise, Idaho shall be the site of the arbitration. All statutes of limitation, which would otherwise be applicable, shall apply to any arbitration proceeding hereunder. Any issue about whether a controversy or claim is covered by this Employment Agreement shall be determined by the arbitrator.
3.	The arbitration shall be conducted in accordance with this Employment Agreement, using as appropriate the AAA Employment Dispute Resolution Rules in effect on the date hereof. The arbitrator shall not be bound by the rules of evidence or of civil procedure, but rather may consider such writings and oral presentations as reasonable business people would use in the conduct of their day-to-day affairs, and may require both Parties to submit some or all of their respective cases by written declaration or such other manner of presentation as the arbitrator may determine to be appropriate. The Parties agree to limit live testimony and cross-examination to the extent necessary to ensure a fair hearing on material issues.

4. The arbitrator shall take such steps as may be necessary to hold a private hearing within 120 days of the initial request for arbitration and to conclude the hearing within two days; and the arbitrator’s written decision shall be made not later than 14 calendar days after the hearing. The Parties agree that they have included these time limits in order to expedite the proceeding, but they are not jurisdictional, and the arbitrator may for good cause allow reasonable extensions or delays, which shall not affect the validity of the award. Both written discovery and depositions shall be allowed. The extent of such discovery will be determined by the Parties and any disagreements concerning the scope and extent of discovery shall be resolved by the arbitrator. The written decision shall contain a brief statement of the claim(s) determined and the award made on each claim. In making the decision and award, the arbitrator shall apply applicable substantive law. The arbitrator may award injunctive relief or any other remedy available from a judge, including consolidation of this arbitration with any other involving common issues of law or fact which may promote judicial economy, and may award attorneys’ fees and costs to the prevailing Party, but shall not have the power to award punitive or exemplary damages. The Parties specifically state that the agreement to limit damages was agreed to by the Parties after negotiations.

REMEDY FOR BREACH OF RESTRICTIVE COVENANTS. Notwithstanding any other provisions of this Employment Agreement, Employee agrees that damages in the event of a breach or a threatened breach by Employee of the Sections entitled “CONFIDENTIALITY” and “COVENANT NOT TO COMPETE” would be difficult if not impossible to ascertain and an inadequate remedy, and it is therefore agreed that the Company, in addition to and without limiting any other remedy or right it may have, shall have the right to an immediate injunction or other equitable relief enjoining any such threatened or actual breach, without any requirement to post bond or provide similar security. The existence of this right shall not preclude the Company from pursuing any other rights and remedies at law or in equity that the Company may have, including recovery of damages for any breach of such Sections.

ATTORNEYS’ FEES.

1.

In any action at law or in equity to enforce any of the provisions or rights under this Employment Agreement, the unsuccessful Party to such litigation, as determined by the arbitrator in accordance with the dispute resolution provisions set forth above, shall pay the successful Party or Parties all costs, expenses and reasonable attorneys’ fees incurred therein by such Party or Parties (including, without limitation, such costs, expenses and fees on appeal), and if such successful Party or Parties shall recover judgment in any such action or proceeding, such costs, expenses and attorneys’ fees shall be included as part of such judgment.

2.

Notwithstanding the foregoing provision, in no event shall the successful Party or Parties be entitled to recover an amount from the unsuccessful Party for costs, expenses and attorneys’ fees that exceeds the unsuccessful Party’s or Parties’ costs, expenses and attorneys’ fees in connection with the action or proceeding.

EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an “executive officer” of the Company for purposes of the Securities Act of 1993, as amended (the “1933 Act”), and the Securities Exchange Act of 1934, as amended (the “1934 Act”) and, if so, he shall comply in all respects with all the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent manner. In order to assist the Company in complying with its obligations under the 1933 Act and 1934 Act, Employee shall provide to the Company such information about Employee as the Company shall reasonably request including, but not limited to, information relating to personal history and stockholdings. Employee shall report to the Secretary of the Company or other designated officer of the Company all changes in beneficial ownership of any shares of the Company’s Common Stock deemed to be beneficially owned by Employee and/or any members of Employee’s immediate family. Employee further agrees to comply with all requirements placed on him by the Sarbanes-Oxley Act of 2002, Pub.L. NO. 107-204.

TAX WITHHOLDING. To the extent required by law, the Company shall deduct or withhold from any payments under this Employment Agreement all applicable Federal, state or local income taxes, Social Security, FICA, FUTA and other amounts that the Company determines in good faith are required by law to be withheld..

PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: (1) words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, (2) words in the singular shall mean and include the plural and vice versa, and (3) the word “may” gives sole discretion without any obligation to take any action.

COUNTERPARTS. This Employment Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one document.

EXHIBITS. Any Exhibits attached hereto are incorporated herein by reference and are an integral part of this Employment Agreement and are deemed incorporated herein by reference.

EMPLOYEE COUNSEL. Employee acknowledges that he has had the opportunity to review this Employment Agreement and the transactions contemplated hereby with his own legal counsel.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Amended and Restated Executive Employment Agreement has been duly executed by the Company and Employee as of the date first above written.

EMPLOYEE:

	/s/ Stephen Anthony Romano
	STEPHEN ANTHONY ROMANO
	AMERICAN ECOLOGY CORPORATION:
By:	/s/ Kenneth C. Leung
Name:	KENNETH C. LEUNG
Its:	Chairman of the Board of Directors

EX-10.59

Exhibit 10.59

FIRST AMENDMENT
TO
STOCK OPTION AGREEMENT

This FIRST AMENDMENT (this “Amendment”) to that certain Stock Option Agreement, dated effective as of February 11, 2003 (the “Option Agreement”), is made by and between AMERICAN ECOLOGY CORPORATION, a Delaware corporation (the “Company”), and STEPHEN A. ROMANO (the “Optionee”). The Company and Optionee desire to amend the Option Agreement, effective as of December 7, 2006, as follows:

1. Exercisability. Section 3.a. of the Option Agreement is hereby amended in its entirety to read as follows:

a. The Option granted herein may be exercised in whole or in part, to the extent then vested and subject to earlier termination as provided herein, continuing to a date 10 years subsequent to the date hereof (the “Expiration Date”). In the event the Option is exercised in full or in part prior to a Change of Control of the Company, the Optionee agrees, as a condition to such exercise, that he will, so as long as retains the title of Chief Executive Officer of the Company, retain that number of “after-tax” shares received by him from any such exercise which are equal in value to four (4) times Optionee’s annual salary from the Company, valued as of the date of exercise of the Option; provided, that such retention obligation shall terminate and no longer apply upon a Change of Control or termination of employment without Cause or resignation for Good Reason (as defined in the Employment Agreement) or a change in Optionee’s title from that of Chief Executive Officer. Failure to comply with this provision will result in Optionee’s forfeiture of the unvested portion of the Option and ineligibility to participate in the Company’s incentive programs.

2. Restatement of Option Agreement. The remainder of the Option Agreement, as modified by this Amendment, shall remain in full force and effect, and shall be binding on the parties hereto according to its terms. The Option Agreement shall be construed, to the extent possible, so as to be consistent with this Amendment.

3. Miscellaneous. This Amendment may not be modified, supplemented or amended except in a writing signed by the parties. This Amendment shall be binding upon, and shall inure to the benefit of, the parties’ respective heirs, executors, representatives, successors and assigns. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Any signed counterpart may be delivered by facsimile or other form of electronic transmission with the same legal force and effect as delivery of an originally signed document.

IN WITNESS WHEREOF, the parties have executed this First Amendment to Stock Option Agreement effective as of the date set forth above.

Company:		AMERICAN ECOLOGY CORPORATION:
	By:	/s/ Kenneth C. Leung
	Print Name:	KENNETH C. LEUNG
	Title:	Chairman of the Board of Directors
Optionee:		/s/ Stephen Anthony Romano
		STEPHEN A. ROMANO

EX-31.1

EXHIBIT 31.1

AMERICAN ECOLOGY CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Stephen A. Romano, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of American Ecology Corporation;
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: April 27, 2007	/s/ Stephen A. Romano
	Stephen A. Romano
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

AMERICAN ECOLOGY CORPORATION
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 American Ecology Corporation;
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: April 27, 2007	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler
	Vice President, Controller and Chief Accounting 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 American Ecology Corporation (the “Company”) for the quarterly period ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Stephen A. Romano and Jeffrey R. Feeler, Chief Executive Officer and Chief Accounting 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: April 27, 2007	/s/ Stephen A. Romano
	Stephen A. Romano
	Chief Executive Officer
	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler
	Chief Accounting Officer