AMERICAN ECOLOGY CORP
11-K, 1997-06-30
REFUSE SYSTEMS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 11-K


                    ANNUAL REPORT PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 1996

Commission file Number 0-11688

A.   American Ecology Corporation 401(k) Savings Plan

B.   American Ecology Corporation
     805 W Idaho Suite 200
     Boise ID 83702





                                   SIGNATURES

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                American Ecology Corporation 401(k) Savings Plan




Date  June 27, 1997             /s/ R.S. Thorn
      -------------             -------------------------
                                R.S. Thorn
                                As Trustee for the Plan











<PAGE>   2


                              FINANCIAL STATEMENTS


                                     ------


                          AMERICAN ECOLOGY CORPORATION
                              401(K) SAVINGS PLAN


                                     ------


                           DECEMBER 31, 1996 AND 1995



<PAGE>   3






TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                  Page No.
                                                                  --------
<S>                                                              <C>
INDEPENDENT AUDITORS' REPORT ....................................    1

FINANCIAL STATEMENTS

  Statement of Net Assets Available for Benefits ................    3

  Statement of Changes in Net Assets Available
   for Benefits .................................................    4

  Notes to Financial Statements .................................    5

SUPPLEMENTAL INFORMATION

  Item 27a - Schedule of Assets Held for Investment Purposes ....   19

  Item 27d - Schedule of Reportable Transactions ................   22
</TABLE>










<PAGE>   4










                          INDEPENDENT AUDITORS' REPORT


To the Administrative Committee
American Ecology Corporation 401(k) Savings Plan

We have audited the accompanying statement of net assets available for benefits
of American Ecology Corporation 401(k) Savings Plan as of December 31, 1996 and
1995 and the related statement of changes in net assets available for benefits
for the year then ended December 31, 1996.  These financial statements are the
responsibility of the Plan's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of American
Ecology Corporation 401(k) Savings Plan as of December 31, 1996 and 1995 and
the changes in net assets available for benefits for the year then ended in
conformity with generally accepted accounting principles.







<PAGE>   5





Our audit were made for the purpose of forming an opinion on the basic
financial statements taken as whole.  The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.  The supplemental schedules have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ D. Jae Hallett
- -------------------------------
by D. Jae Hallett, Partner
BALUKOFF, LINDSTROM & CO., P.A.
Boise, Idaho
June 20, 1997





<PAGE>   6




                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                           December 31, 1996 and 1995


ASSETS

<TABLE>
<CAPTION>
                                                1996         1995
                                             ----------   ----------
<S>                                          <C>          <C>       
Cash                                         $     --     $   36,906
Interest receivable                                --          1,868
Investments, at fair value
  Equity investment funds                     6,320,030    4,495,155
  Common stock of American
    Ecology Corporation                         158,406      189,703
  Bond fund                                      20,455      520,540
  Money market fund                           2,305,898      476,502
Investment in guaranteed
   interest accounts,
   at contract value                            579,497      381,588
Participant loans                               272,384         --
                                             ----------   ----------

                       TOTAL INVESTMENTS      9,656,670    6,063,488

Contributions receivable                        146,384      143,602
                                             ----------   ----------

                            TOTAL ASSETS      9,803,054    6,245,864

LIABILITIES

Administrative expenses payable                    --         87,058
Other liabilities                                  --          4,965
                                             ----------   ----------

                       TOTAL LIABILITIES           --         92,023
                                             ----------   ----------

NET ASSETS AVAILABLE FOR BENEFITS            $9,803,054   $6,153,841
                                             ==========   ==========
</TABLE>




                             See accompanying notes

                                      -3-



<PAGE>   7




                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
           STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<S>                                                    <C>         
ADDITIONS TO NET ASSETS ATTRIBUTED TO
   Investment income
     Net appreciation in fair value of investments     $    291,981
     Interest                                                48,156
     Dividends                                              173,410
                                                       ------------
                                                            513,547

   Contributions
     Employer                                               268,746
     Employee                                               668,121
     Employee rollover                                       35,252
                                                       ------------
                                                            972,119

   Plan Merger with American Ecology Retirement Plan      4,656,067
                                                       ------------

                          TOTAL ADDITIONS                 6,141,733

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
   Withdrawals and benefit payments                       2,503,795
   Administrative expenses and other                        (11,275)
                                                       ------------

                          TOTAL DEDUCTIONS                2,492,520
                                                       ------------

NET INCREASE IN NET ASSETS AVAILABLE
   FOR BENEFITS                                           3,649,213

NET ASSETS AVAILABLE FOR BENEFITS,
   BEGINNING OF YEAR                                      6,153,841
                                                       ------------

      NET ASSETS AVAILABLE FOR BENEFITS,
                              END OF YEAR              $  9,803,054
                                                       ============
</TABLE>




                             See accompanying notes

                                      -4-



<PAGE>   8

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995




NOTE A - DESCRIPTION OF THE PLAN

General

American Ecology Corporation 401(k) Savings Plan ("the Plan"), was adopted
effective January 1, 1987, as a defined contribution plan.  The Plan covers all
employees of American Ecology Corporation and its subsidiaries ("the Company"),
hired in a job category which will result in 1,000 hours of service during any
consecutive 12-month period and who have attained the age of 21.  The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").  Participants should refer to the Plan agreement for a more
complete description of the Plan.  An administrative committee, appointed by
the board of directors of the Company, is responsible for the general
administration of the Plan.  The administrative committee appoints a member of
the administrative committee to serve as Plan administrator.  The
administrative committee is given all powers necessary to enable it to carry
out its duties including, but not limited to, the power to interpret the Plan,
decide on all questions of eligibility and the status and rights of
participants and direct disbursements of benefits in accordance with the
provisions of the Plan. Prior to May 1, 1995, the administrative committee
appointed three employees of the Company as trustees who had the authority to
control the assets of the Plan in accordance with the terms of the Plan.
During this period, Alex Brown & Sons Incorporated (Alex Brown), was appointed
as custodian of the Plan's assets authorizing Alex Brown to manage the Plan's
assets.

During the period May 1, 1995 through November 20, 1996 the administrative
committee appointed Hand and Associates as recordkeeper and American Industries
Trust Company as trustee of the plan.  As plan trustees, American Industries
Trust Company had the authority to control the assets of the Plan in accordance
with the terms of the Plan.

Effective November 20, 1996, the administrative committee appointed PGG&R as
plan administrator, Manulife Financial as recordkeeper of the plan, and Fleet
Investment Advisors as the trustee of the Plan. As plan trustees, Fleet
Investment Advisors has the authority to control the assets of the Plan in
accordance with the terms of the Plan.

Effective November 20, 1996, the Plan merged with the American Ecology
Corporation Retirement Plan into a single plan known exclusively as the
American Ecology Corporation 401(k) Savings Plan. Transfer of the American
Ecology Corporation Retirement Plan assets of $4,656,067 occurred on December
12, 1996.





                                      -5-



<PAGE>   9

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995


Employee Contributions

Through November 20, 1996, participants could elect to defer any whole
percentage up to 10 percent of their compensation. As of November 20, 1996 the
Plan was amended to allow participants to defer up to 15 percent of their
compensation as defined by the Plan, up to the maximum deferrable amount
allowed by the Internal Revenue Service (IRS). Participant contributions are
fully vested and nonforfeitable. Participants may elect to deposit their
contributions in any of the investment options available.

Employer Contributions

The Company also contributes a matching amount on behalf of each participant
equal to 55 percent of the amount of compensation deferred by each participant
for the calendar quarter not exceeding 6 percent of compensation.  The
Company's matching contributions are subject to the vesting schedule detailed
below.  Since January 1, 1993, the matching contributions have been directed by
the participant.

Vesting

The vesting schedule is as follows on Company matching contributions and actual
earnings thereon:


                                    Percentage of   
             Service               Vested Interest 
             -------               --------------- 
             1 year                      20%        
             2 years                     60         
             3 years                    100         
                                   

Participants vest immediately in their deferrals plus actual earnings thereon.
The Plan provides for participants to be fully vested upon death, permanent
disability or the attainment of age 65.

Investment Options

Upon enrollment in the Plan, a participant may direct employee and employer
contributions in any of the following investment options:

  Templeton Foreign Fund - seeks capital growth by investing in stocks and debt
  obligations of companies and governments principally outside the United
  States.

  Fidelity OTC Portfolio - seeks capital growth by investing primarily in
  securities traded in the over-the-counter securities market.




                                      -6-



<PAGE>   10

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995





  Fidelity Advisor Equity Growth Fund - seeks capital growth by investing in
  common stock, preferred stock, and securities convertible to common stock
  with above average growth statistics.

  Phoenix Balanced Fund - seeks capital growth and conservation of capital by
  investing in common stocks and fixed-income securities such as U.S. Treasury
  obligations.

  Scudder Short-Term Bond Fund - seeks high level of income consistent with a
  high degree of principal stability by investing in high quality short-term
  bonds, including U.S. government securities and corporate debt securities.

  Alex Brown Cash Reserve Fund Prime Series - seeks preservation of capital and
  liquidity by investing in money market investments, including U.S. Treasury
  obligations.

  American Ecology Corporation Common Stock - invests in common stock of
  American Ecology Corporation.

  Manulife Money Market Fund - invests primarily in short-term debt holdings of
  the U.S. and Canadian Governments and their agencies, major bank certificates
  of deposit and high-quality commercial paper.

  Manulife High-Quality Bond Fund - invests in U.S. Treasury  and Agency bonds
  and high -quality corporate bonds.

  Manulife Balanced Fund - seeks  capital growth by investing in equity and
  fixed income securities.

  Manulife Index Stock Fund - invests in common stock, futures contracts and
  short term investments of companies that are on the Standard & Poor's 500
  Stock Index.

  Manulife Capital Growth Stock Fund - seeks capital growth  by investing in
  stocks of U.S. companies which have above-average growth rates and meet
  specific market capitalization levels.

  Manulife Growth Plus Stock Fund - invests in the stocks of U.S. companies
  which have above-average earnings growth rates.

  Manulife Selective Growth Stock Fund - invests in the stocks of U.S.
  companies which have above-average earning growth rates that do not do
  business with specified foreign countries.




                                      -7-



<PAGE>   11

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995




  Manulife Emerging Growth Stock Fund - seeks capital growth by investing in
  stocks of a wide variety of small to medium-sized U.S. companies in such
  industries as health care, technology and consumer services.

  Manulife International Stock Fund - invests solely in shares of the T. Rowe
  Price International Stock Fund which invests in common stocks of foreign
  companies that have the potential for growth of capital or income or both.

  Manulife Growth & Income Fund - seeks growth by investing in shares of T.
  Rowe Price Growth & Income Fund which invests primarily in common stocks of
  companies that are expected to grow at a rate in excess of that of common
  stocks in general and are adequate to support a growing dividend.

  Manulife Income Fund - invests in shares of T. Rowe Price Spectrum Income
  Fund that invests in a diversified group of fixed income securities.

  Manulife Science & Technology Fund - invests in shares of T. Rowe Price
  Science & Technology Fund that normally invests a majority of its assets in
  domestic and foreign companies that seek to develop or use scientific and
  technological advances.

  Manulife Diversified Capital Fund - seeks growth by investing in shares of
  SoGen International Fund which invests in a diversified portfolio of assets
  of U.S. and foreign companies.

  Manulife Growth Opportunities Fund - invests in shares of the Fidelity
  Advisor Growth Opportunities Fund that invests in common stock and securities
  convertible into common stocks of companies with long-term growth potential.

  Manulife High-Yield Fund - seeks growth by investing in shares of the
  Fidelity Advisor High Yield Fund which invests in high-yielding
  non-investment grade, fixed-income, zero coupon securities, convertible
  securities and preferred stocks.

  Manulife Contra Fund - invests in shares of Fidelity Contra-fund which
  invests in undervalued common stocks and convertible securities in companies
  that are currently out of favor with the investing public.

  Manulife Foreign Fund - invests in shares of the Templeton Foreign Fund that
  invests in stocks primarily outside of the U.S.




                                      -8-



<PAGE>   12

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995




  Manulife Mid-Cap Value Fund - seeks growth by investing in shares of  the
  Mutual Beacon Fund that invests in common and preferred stocks that have been
  determined to be below their intrinsic values.

  Manulife Short-Term Government Fund - seeks growth by investing in shares of
  the Vanguard Fixed Income Securities Fund - Short Term Federal Portfolio
  which  invests in high level of  safety of principal.

  Manulife Mid-Cap Growth Fund - invests in shares of the AIM Constellation
  Fund which invests in a portfolio of primarily small to medium-sized stocks
  with strong earnings growth and earnings potential.

  Manulife Capital Appreciation Fund - invests in shares of the PBHG Growth
  Fund which invests in common stock of small to medium capitalization
  companies.

  Manulife Value Fund - seeks growth by investing in shares of Neuberger &
  Berman Guardian Trust  which invests in common stock of well-established,
  high-quality companies considered to be undervalued in comparison to stocks
  of similar companies.

  Manulife Life Style Fund-Aggressive - seeks to maximize long-term growth by
  investing in Manulife's stock funds.

  Manulife Life Style Fund-Growth - seeks growth by investing in growth and
  undervalued stocks, as well as domestic and international.

  Manulife Life Style Fund-Balanced - seeks growth by investing in fixed income
  funds and stock funds.

  Manulife Life Style Fund-Moderate - seeks growth by investing in funds that
  emphasize capital preservation with a combination of income and modest
  capital growth.

  Manulife Life Style Fund-Conservative - seeks growth by investing in funds
  specializing in fixed income and stock funds.

  Manulife Guaranteed Interest Accounts - invested primarily in federal and
  other government bonds and commercial mortgages.  Interest rates are
  established upon enrollment and guaranteed by Manulife as long as held to
  maturity, with a choice of 3, 5, or 10 year terms.




                                      -9-



<PAGE>   13

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995




Prior to January 1993, the Company had entered into a group annuity contract
with Principal Mutual Life Insurance Company ("PMLIC").  The Company and
participants had several investment options under this contract and had
utilized guaranteed interest accounts which bear interest at a rate in effect
at the date of contribution as determined by PMLIC (composite rate of 5.59% and
8.39% at December 31, 1996 and 1995) and mature through December 31, 1997.  The
balances in the guaranteed interest accounts will remain in such accounts until
maturity or withdrawal by the employee.

Participant Accounts

Each participant's account is credited with the Company's contributions and the
Company's matching contributions.  Dividend and interest income, net of
administrative expenses with respect to each category of investments, is
allocated quarterly to participants' accounts based upon their pro-rata share
of the equity in each investment fund before such allocation.  Forfeitures of
terminated participant's nonvested benefits are applied to pay administrative
expenses and reduce the Company's contributions to the Plan.  As of December
31, 1996 the Plan had $305,051 of  unused forfeitures.

Effective November 20, 1996 the Plan was amended to allow the Company to
withdraw any excess forfeitures.  No withdrawals were made from forfeitures
during fiscal year 1996.  Forfeitures were utilized during fiscal 1995 and 1996
to pay administrative expenses.

Payment of Withdrawals and Benefits

Upon normal retirement or death, vested benefits due to participants and their
beneficiaries may be paid in the form of either a lump-sum distribution or
fixed period annuities.

Terminated employees who have a vested balance greater than $3,500 and current
employees who have discontinued contributions to the Plan are not required to
withdraw amounts from their Plan accounts.

The Plan has provisions for hardship withdrawals from the participant's
deferral account.  Matching contributions and allocated earnings are not
available for hardship withdrawals.

Expenses

Expenses of administering the Plan are the responsibility of the Plan.  During
the years ended December 31, 1996 and 1995, $40,285 and $92,023, respectively,
of administrative expenses were paid by the Company on behalf of the Plan.  At
December 31, 1995 the plan administrator determined that payables of $87,058
were outstanding and owed to various vendors.  Accordingly




                                      -10-



<PAGE>   14

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995



the related administrative expenses and liability were recorded.  During 1996
these payables were paid directly by the Company.  The plan administrator and
the Company determined the continued recognition of the payables on the plan
books was not necessary as the amount will be repaid to the Company through
future forefeiture distributions. Accordingly, administrative expenses were
reduced by $87,058 in 1996 to reflect this change.

Termination

Although the Company expects to continue the Plan indefinitely, the Company may
terminate the Plan in whole or in part at any time upon giving written notice
to all parties concerned.  If the Plan is terminated, the account of each
participant will be fully vested and nonforfeitable as of the effective date of
the Plan termination.

Participant Notes Receivable

Participants may  borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance.  Loan
transactions are treated as a transfer from the investment to the Participant
Notes fund.  Payments on loans are treated as a transfer from the Participant
Notes fund to the investment.  Loan terms range from 1-5 years or up to 15
years for the purchase of a primary residence.  The loans are secured by the
balance in the participant's account and bear interest at a rate commensurate
with local prevailing rates as determined by the Plan administrator.  Interest
rates range from 9.25% to 9.50%.  Principal and interest is paid ratably
through monthly payroll deductions.

Plan Amendments

The plan was amended as of November 20, 1996 requiring the employer
contributions to be made in cash and not in Company stock.  The amendment also
allowed participants to receive excess Section 415 contribution amounts from
their deferred contributions as opposed to returning excess employer
contributions to the employer.

NOTE B - SUMMARY OF ACCOUNTING POLICIES

Investment Valuation and Income Recognition

Investments in guaranteed interest accounts are carried at contract value,
which approximates principal amounts contributed to the accounts, plus accrued
interest, less distributions from the contract.  Investments in all other
investment options are carried at their fair value measured and quoted market
prices in active markets or by the contracted price.  Investment income is
recorded as earned.




                                      -11-



<PAGE>   15

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995





Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.

Payment of Benefits

Benefits are recorded when paid.

Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures.  Accordingly,
actual results may differ from those estimates.

NOTE C - GUARANTEED INTEREST ACCOUNTS

The guaranteed interest accounts held by the Plan are as follows:

<TABLE>
<CAPTION>
                                                         December 31,
                                                       1996       1995
                                                       ----       ----
<S>                                                  <C>         <C>
Guaranteed interest account with interest at
  rate in effect of date of contribution
  (rate of 5.75% as of December 31, 1996)
  maturing on December 31, 2005                      $ 10,314     $ --

Guaranteed interest account with interest at
  rate in effect of date of contribution
  (rate of 5.25% as of December 31, 1996)
  maturing on December 31, 1998                        40,874       --

Guaranteed interest account with interest at
  rate in effect of date of contribution
  (rate of 5.45% as of December 31, 1996)
  maturing on December 31, 2000                        20,674       --
</TABLE>





                                      -12-



<PAGE>   16

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995



<TABLE>
<CAPTION>
                                                         December 31,
                                                       1996       1995
                                                       ----       ----
<S>                                                  <C>             <C>
Guaranteed interest account with interest at
  rate in effect at date of contribution
  (rates of 8.15% to 8.30% at December 31, 1995),
  maturing on December 31, 1995                          --      280,342

Guaranteed interest account with interest at
  rate in effect at date of contribution
  (rates of 7.00% to 7.08% at December 31, 1995),
  maturing on September 30, 1996                         --        1,730

Guaranteed interest account with interest at
  rate in effect at date of contribution
  (rate of 6.57% at December 31, 1996 and 1995),
  maturing on December 31, 1996                        52,360       --

Guaranteed interest account with interest at
  rate in effect at date of contribution
  (rate of 8.53% at December 31, 1996 and 1995),
  maturing on December 31, 1997                       447,039       --

Guaranteed interest account with interest at
  rate in effect at date of contribution
  (rate of 6.85% at December 31, 1996 and 1995),
  maturing on December 31, 1996                        80,098     98,091

Guaranteed interest account with interest at
  rate in effect at date of contribution
  (rates of 5.78% to 5.92% at December 31, 1995),
  maturing on September 30, 1997                         --        1,425
                                                     --------   --------

                                                     $651,359   $381,588
                                                     ========   ========
</TABLE>


NOTE D - INCOME TAX STATUS

The Plan obtained its latest determination letter on September 7, 1988, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code
("IRC").  The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes the Plan is currently designed and
being operated in compliance with the applicable requirements of the IRC.
Therefore, the Plan




                                      -13-



<PAGE>   17

                AMERICAN ECOLOGY CORPORATION 401(k) SAVINGS PLAN
                         NOTES TO FINANCIAL STATEMENTS
                           December 31, 1996 and 1995



administrator believes the Plan was qualified and the related trust was
tax-exempt as of December 31, 1996.

NOTE E - PLAN SPONSOR GOING CONCERN

The Company issued its latest audited financial statements as of December 31,
1996.  Included in the independent auditor's report was a paragraph regarding
the substantial doubt about the Company's ability to continue as a going
concern.  Failure of the Company to continue as a going concern could
ultimately affect the Plan.

NOTE F - SUBSEQUENT EVENTS

Effective February 1, 1997, the Plan was amended that requires an employer
contribution equal to five percent of the compensation not in excess of his
excess compensation of each union participant who is eligible to share under
the Plan, plus ten percent of such compensation in excess of such union
participant's excess compensation.  Excess compensation is defined as
compensation exceeding the social security taxable wage base in effect at the
beginning of the Plan year.

On May 27, 1997 the IRS made a favorable determination on the Plan  for all
amendments adopted through November 20, 1996.

NOTE G - PARTICIPANT DATA

Following is the statement of changes in net assets available for benefits by
fund at December 31, 1996:




                                      -14-



<PAGE>   18
                American Ecology Corporation 401(k) Savings Plan
                       Statement of Changes in Net Assets
                      For the year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                               Participant directed
                                   ------------------------------------------------------------------------------------------------
                                    Templeton     Fidelity       Fidelity       Phoenix        Scudder       Alex                  
                                    Foreign          OTC         Advisors      Balanced      Short-term      Brown       Lifestyle 
                                      Fund        Portfolio      Equity GR       Fund          Bond Fund     Prime       Conserve  
                                   ------------------------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>           <C>         
ADDITIONS

Investment income (loss)
  Net appreciation (loss)          $    72,718   $    79,081   $   249,026   $    62,879   $    (9,082)  $        --   $       (10)
  Interest                               1,239         2,837         3,957         2,129           900        21,902            -- 
  Dividends                             37,245        78,533         9,384        18,422        26,446            --            -- 
                                   ------------------------------------------------------------------------------------------------

Subtotal                               111,202       160,451       262,367        83,430        18,264        21,902           (10)

Contributions
  Employer                               4,616         5,622        11,066         5,779         2,016         2,906           676 
  Employee                              75,353        91,787       180,668        94,350        32,922        47,438         2,239 
  Rollover                                  --            --        15,233            --            --            --            -- 
                                   ------------------------------------------------------------------------------------------------

Subtotal                                79,969        97,409       206,967       100,129        34,938        50,344         2,915 
                                   ------------------------------------------------------------------------------------------------

Interfund transfers and
  plan merger                         (605,487)     (843,309)   (1,390,994)     (835,616)     (361,282)     (265,800)      169,239 
                                   ------------------------------------------------------------------------------------------------

Total additions                       (414,316)     (585,449)     (921,660)     (652,057)     (308,080)     (193,554)      172,144 

DEDUCTIONS

Withdrawals and benefit payments       333,519       353,044       827,742       407,368       212,460       282,948            -- 
Administrative expenses and other           --            --            --            --            --            --            -- 
                                   ------------------------------------------------------------------------------------------------

Total deductions                       333,519       353,044       827,742       407,368       212,460       282,948            -- 

Net increase (decrease) during
  year                                (747,835)     (938,493)   (1,749,402)   (1,059,425)     (520,540)     (476,502)      172,144 

Net assets available for benefits
  beginning of year                    747,835       938,493     1,749,402     1,059,425       520,540       476,502            -- 
                                   ------------------------------------------------------------------------------------------------

Net assets available for benefits
  end of year                      $        --   $        --   $        --   $        --   $        --   $        --   $   172,144 
                                   ================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                    Participant directed
                                     ----------------------------------------------------------------------------
                                                                                         Guaranteed    Guaranteed   
                                        Lifestyle    Lifestyle    Lifestyle  Lifestyle    Interest      Interest
                                        Moderate     Balance       Growth    Aggressive      3 yr          5 yr
                                     ----------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>        
ADDITIONS

Investment income (loss)
  Net appreciation (loss)            $        26  $     2,915  $     2,522  $     1,531  $       129  $        85
  Interest                                    --           --           --           --           --           --
  Dividends                                   --           --           --           --           --           --
                                     ----------------------------------------------------------------------------

Subtotal                                      26        2,915        2,522        1,531          129           85

Contributions
  Employer                                   342        5,058        8,204        3,007            3          522
  Employee                                   957       12,025       19,966        7,828            4        1,312
  Rollover                                    --           --           --           --           --           --
                                     ----------------------------------------------------------------------------

Subtotal                                   1,299       17,083       28,170       10,835            7        1,834
                                     ----------------------------------------------------------------------------
Interfund transfers and
  plan merger                             32,162    1,136,635    1,385,202      539,506       40,738       24,168
                                     ----------------------------------------------------------------------------

Total additions                           33,487    1,156,633    1,415,894      551,872       40,874       26,087

DEDUCTIONS

Withdrawals and benefit payments              --          785        1,801           --           --        5,413
Administrative expenses and other             --           --           --           --           --           --
                                     ----------------------------------------------------------------------------

Total deductions                              --          785        1,801           --           --        5,413

Net increase (decrease) during
  year                                    33,487    1,155,848    1,414,093      551,872       40,874       20,674

Net assets available for benefits
  beginning of year                           --           --           --           --           --           --
                                     ----------------------------------------------------------------------------

Net assets available for benefits
  end of year                        $    33,487  $ 1,155,848  $ 1,414,093  $   551,872  $    40,874  $    20,674
                                     ============================================================================
</TABLE>



                                     -15-

<PAGE>   19

                American Ecology Corporation 401(k) Savings Plan
                       Statement of Changes in Net Assets
                      For the year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                            Participant directed                
                                   -------------------------------------------------------------------------------------------
                                    Guaranteed                                                                                
                                     Interest      Money        ST     Hi-Qual             High-Yield   Diversified           
                                       10 yr       Market      Govt      Bond      Income     Fund        Capital    Balanced 
                                   -------------------------------------------------------------------------------------------
<S>                                   <C>     <C>              <C>     <C>         <C>       <C>         <C>        <C>       
ADDITIONS
                                   
Investment income (loss)
  Net appreciation (loss)          $      50    $    7,033    $  2    $   (56)    $   217   $  1,283    $   367    $  (252)   
  Interest                                --            --      --         --          --         --         --         --    
  Dividends                               --            --      --         --          --         --         --         --    
                                   -------------------------------------------------------------------------------------------
                                                          
Subtotal                                  50         7,033       2        (56)        217      1,283        367       (252)   
                                                          
Contributions                                             
  Employer                               166         7,361      11         55         333        686        210        185    
  Employee                               302        17,279      28        117         727      1,882        582        451    
  Rollover                                --        20,019      --         --          --         --         --         --    
                                   -------------------------------------------------------------------------------------------
                                                          
Subtotal                                 468        44,659      39        172       1,060      2,568        792        636    
                                   -------------------------------------------------------------------------------------------
                                                          
Interfund transfers and                                   
  plan merger                          9,796     2,255,718     598     20,339      59,666    120,060     75,609     24,703    
                                   -------------------------------------------------------------------------------------------
                                                          
Total additions                       10,314     2,307,410     639     20,455      60,943    123,911     76,768     25,087    
                                                          
DEDUCTIONS                                                
                                                          
Withdrawals and benefit payments          --         1,512      --         --          54        406         --         --    
Administrative expenses and other         --            --      --         --          --         --         --         --    
                                   -------------------------------------------------------------------------------------------
                                                          
Total deductions                          --         1,512      --         --          54        406         --         --    
                                                          
Net increase (decrease) during                            
  year                                10,314     2,305,898     639     20,455      60,889    123,505     76,768     25,087    
                                                          
Net assets available for benefits                         
  beginning of year                       --            --      --         --          --         --         --         --    
                                   -------------------------------------------------------------------------------------------
                                                          
Net assets available for benefits                         
  end of year                      $  10,314    $2,305,898    $639    $20,455     $60,889   $123,505    $76,768    $25,087    
                                   ===========================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                     Participant directed                           
                                   --------------------------------------------------------------------------------
                                                                                                    
                                     Growth &     Value      Mid-cap    Index      Capital      Growth      Select
                                      Income      Fund        Value     Stock      Growth        Plus       Growth
                                   --------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>        <C>          <C>         <C>         <C>   
ADDITIONS

Investment income (loss)
  Net appreciation (loss)          $ (2,043)   $   (614)   $     --   $ (2,848)    $  (921)    $  (936)    $  (355)
  Interest                               --          --          --         --          --          --        --
  Dividends                              --          --          --         --          --          --        --
                                   --------------------------------------------------------------------------------

Subtotal                             (2,043)       (614)         --     (2,848)       (921)       (936)       (355)

Contributions
  Employer                            1,818         592          --      1,605         576         619         199
  Employee                            4,252       1,577          --      4,311       1,362       1,296         476
  Rollover                               --          --          --         --          --          --        --
                                   --------------------------------------------------------------------------------

Subtotal                              6,070       2,169          --      5,916       1,938       1,915         675
                                   --------------------------------------------------------------------------------

Interfund transfers and
  plan merger                       337,970     108,484     101,936    152,670      62,877      81,324      31,562
                                   -------------------------------------------------------------------------------

Total additions                     341,997     110,039     101,936    155,738      63,894      82,303      31,882

DEDUCTIONS

Withdrawals and benefit payments        382          54          --        282         168         220        --
Administrative expenses and other        --          --          --         --          --          --        --
                                   -------------------------------------------------------------------------------

Total deductions                        382          54          --        282         168         220        --

Net increase (decrease) during
  year                              341,615     109,985     101,936    155,456      63,726      82,083      31,882

Net assets available for benefits
  beginning of year                      --          --          --         --          --          --        --
                                   -------------------------------------------------------------------------------

Net assets available for benefits
  end of year                      $341,615    $109,985    $101,936   $155,456     $63,726     $82,083     $31,882
                                   ===============================================================================
</TABLE>


                                     -16-
<PAGE>   20

                American Ecology Corporation 401(k) Savings Plan
                       Statement of Changes in Net Assets
                      For the year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                  Participant directed   
                                  -----------------------------------------------------------------------------
                                                                                                               
                                       Growth                                Int'l      Mid-cap     Capital    
                                       Oppor        Contra     Foreign       Stock      Growth      Apprec     
                                  -----------------------------------------------------------------------------
<S>                                   <C>          <C>           <C>        <C>         <C>         <C>        
ADDITIONS                     
                             
Investment income (loss)     
  Net appreciation (loss)           $  (3,704)   $  (1,800)    $  1,234   $   1,774    $    437    $  4,920    
  Interest                                 --           --           --          --          --          --    
  Dividends                                --           --           --          --          --          --    
                                  -----------------------------------------------------------------------------

Subtotal                               (3,704)      (1,800)       1,234       1,774         437       4,920    

Contributions
  Employer                              1,952        2,787          754         759       2,486       4,646    
  Employee                              4,983        7,409        1,959       2,028       6,510      12,272    
  Rollover                                 --           --           --          --          --          --    
                                  -----------------------------------------------------------------------------

Subtotal                                6,935       10,196        2,713       2,787       8,996      16,918    
                                  -----------------------------------------------------------------------------

Interfund transfers and
  plan merger                         255,610      443,922       92,142     104,154     272,568     252,820    
                                  -----------------------------------------------------------------------------

Total additions                       258,841      452,318       96,089     108,715     282,001     274,658    

DEDUCTIONS

Withdrawals and benefit payments          667          464           --         293         225          --    
Administrative expenses and other          --           --           --          --          --          --    
                                  -----------------------------------------------------------------------------

Total deductions                          667          464           --         293         225          --    
                                                                                                               
Net increase (decrease) during
  year                                258,174      451,854       96,089     108,422     281,776     274,658    

Net assets available for benefits
  beginning of year                        --           --           --          --          --          --    
                                  -----------------------------------------------------------------------------

Net assets available for benefits
  end of year                       $ 258,174    $ 451,854     $ 96,089   $ 108,422    $281,776    $274,658    
                                  =============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  Non-      
                                                                                               participant  
                                                        Participant directed                    directed    
                                  ----------------------------------------------------------   -----------  
                                                                                    American    Guaranteed  
                                   Emerging     Science &             Participant   Ecology      Interest
                                   Growth      Technology     Other    Note Rec     Common       Account       Total
                                  ----------------------------------------------------------   -----------  ---------
<S>                                 <C>        <C>          <C>          <C>         <C>          <C>       <C>      
ADDITIONS                     
                             
Investment income (loss)     
  Net appreciation (loss)          $   539    $ (2,475)   $       6     $     --   $(171,697)    $     --  $  291,981
  Interest                              --          --       (1,868)       3,405         453       13,202      48,156
  Dividends                             --          --        3,380           --          --           --     173,410
                                  -----------------------------------------------------------------------------------

Subtotal                               539      (2,475)       1,518        3,405    (171,244)      13,202     513,547

Contributions
  Employer                             256       3,395         (502)          --     187,980           --     268,746
  Employee                             637       8,658        3,650           --      18,524           --     668,121
  Rollover                              --          --           --           --          --           --      35,252
                                  -----------------------------------------------------------------------------------

Subtotal                               893      12,053        3,148           --     206,504           --     972,119
                                  -----------------------------------------------------------------------------------

Interfund transfers and
  plan merger                       34,697     230,474       35,125      268,978     (27,195)     224,298   4,656,067
                                  -----------------------------------------------------------------------------------

Total additions                     36,129     240,052       39,791      272,383       8,065      237,500   6,141,733

DEDUCTIONS

Withdrawals and benefit payments        --          --           --           --      34,397       39,591   2,503,795
Administrative expenses and other       --          --      (16,240)          --       4,965           --     (11,275)
                                  -----------------------------------------------------------------------------------

Total deductions                        --          --      (16,240)          --      39,362       39,591   2,492,520
                                                                                                                    
Net increase (decrease) during
  year                              36,129     240,052       56,031      272,383     (31,297)     197,909   3,649,213

Net assets available for benefits
  beginning of year                     --          --       90,353           --     189,703      381,588   6,153,841
                                  -----------------------------------------------------------------------------------

Net assets available for benefits
  end of year                      $36,129    $240,052    $ 146,384     $272,383   $ 158,406     $579,497  $9,803,054
                                  ===================================================================================
</TABLE>


                                     -17-
<PAGE>   21




                            SUPPLEMENTAL INFORMATION








                                     -18-
<PAGE>   22

                          AMERICAN ECOLOGY CORPORATION
                                EIN:  95-3889638
                              401(k) SAVINGS PLAN
                                PLAN NUMBER 003
           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                               December 31, 1996





<TABLE>
<CAPTION>
                                                                      Current
  Identity of Issue               Description             Cost         Value
  -----------------               -----------             ----        -------
<S>                               <C>                  <C>          <C>       
  Manulife Lifestyle              Conservative          $  172,154   $  172,144

  Manulife Lifestyle              Moderate                  33,462       33,487

  Manulife Lifestyle              Balanced               1,152,934    1,155,848

  Manulife Lifestyle              Growth                 1,411,571    1,414,093

  Manulife Lifestyle              Aggressive               550,342      551,872

  Manulife Money Market           Conservative           2,298,864    2,305,898

  Vanguard                        Short Term
                                  Federal Portfolio            638          639

  Manulife High-Quality
   Bond Fund                      Bonds                     20,511       20,455

  T. Rowe Price
  Spectrum Income                 Fixed Income
                                  Securities                60,672       60,889

  Fidelity Institutional
    Retirement Services           Advisor High Yield
    Company                       Fund                     122,221      123,505

  Fidelity Institutional
    Retirement Services           Advisor Diversified
    Company                       Capital Fund              76,402       76,768

  Manulife Balanced               Balanced Fund             25,339       25,087
</TABLE>





                                      -19-



<PAGE>   23

                          AMERICAN ECOLOGY CORPORATION
                                EIN:  95-3889638
                              401(k) SAVINGS PLAN
                                PLAN NUMBER 003
           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                               December 31, 1996




<TABLE>
<CAPTION>
                                                                       Current
  Identity of Issue               Description             Cost          Value
  -----------------               -----------             ----         -------
<S>                               <C>                  <C>          <C>       
  T. Rowe Price
  Growth & Income              Common Stock              343,658        341,615
                                                                
  Manulife Value Fund          Guardian Trust            110,599        109,985
                                                                
  Manulife Mid-Cap Fund        Common/Preferred          101,936        101,936
                                                                
  Manulife Index Stock         S&P's 500 Stock Index     158,305        155,456
                                                                
  Manulife Capital Growth      Stock Fund                 64,647         63,726
                                                                
  Manulife Growth Plus         Stock Fund                 83,019         82,083
                                                                
  Manulife Selective Growth    Stock Fund                 32,237         31,882
                                                                
  Fidelity Institutional                                        
    Retirement Services        Advisor Growth                   
    Company                    Opportunities Fund        261,877        258,174
                                                                
  Fidelity Institutional                                        
    Retirement Services        Advisor Contrafund        453,654        451,854
    Company                                                     
                                                                
  Templeton Funds, Inc.        Foreign Fund               94,855         96,089
                                                                
  T. Rowe Price                International Stock       106,648        108,422
                                                                
  AIM Constellation            Mid-cap Growth            281,339        281,776
                                                                
  PBHG                         Growth Fund               269,738        274,658
                                                                
  Manulife Emerging Growth     Stock Fund                 35,589         36,129

  T. Rowe Price                          
  Science & Technology         Fund                      242,529        240,052

</TABLE>                                                 





                                      -20-



<PAGE>   24

                          AMERICAN ECOLOGY CORPORATION
                                EIN:  95-3889638
                              401(k) SAVINGS PLAN
                                PLAN NUMBER 003
           ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                               December 31, 1996



<TABLE>
<CAPTION>
                                                                     Current
  Identity of Issue               Description             Cost        Value
  -----------------               -----------             ----       -------
<S>                               <C>                    <C>         <C>    
   *American Ecology
      Corporation                 Common Stock           381,450     158,406

   Principal Mutual Life
    Insurance Company:
      Maturing December 31, 1996
        with an interest rate of 6.57%                    52,360      52,360
      Maturing December 31, 1997
        with an interest rate of 8.53%                   446,122     447,039
      Maturing December 31, 1996
        with an interest rate of 6.85%                    80,098      80,098

    Manulife GICS
      Maturing December 31, 1998,
        with interest rates of 5.21%
        to 5.25%                                          40,521      40,874
      Maturing December 31, 2000,
        with interest rates of 5.45%
        to 5.55%                                          20,317      20,674
      Maturing December 31, 2005,
        with an interest rate of 5.75%
        to 5.77%                                           9,913      10,314
                                                      ----------  ----------

    Borrower                      Participant loans
                                  9.25-9.50%                  --     272,383
                                                      ----------  ----------

   TOTAL ASSETS HELD FOR INVESTMENT
    PURPOSES                                          $9,559,781  $9,656,670
                                                      ==========  ==========
</TABLE>


*Known party in interest





                                     -21-
<PAGE>   25
                          American Ecology Corporation
                                EIN: 95-3889638
                              401(k) Savings Plan
                 Item 27d - Schedule of Reportable Transactions
                                Plan Number 003
                      For the year ended December 31, 1996
<TABLE>
<CAPTION>
                                                                                                   Current Value
                                                                                                     of asset      Net
                                                                Purchase    Selling       Cost of    at date of   Gain
Identity of Party Involved               Description              Price      Price         Asset    transaction  \(Loss)
- ----------------------------------- ------------------------   ----------  ----------   ----------  -----------  -------
<S>                                 <C>                        <C>         <C>          <C>         <C>         <C>

Category (i):  A single transaction in excess of 5% of plan assets

Phoenix Equity Planning
     Corporation                    Phoenix Series Balance     $      --   $  754,799   $  701,026  $  754,799  $ 53,773


Fidelity Institutional Retirement
     Services Company               Fidelity Advisors Grow            --    1,312,115    1,131,772   1,312,115   180,343



Alex Brown &  Sons                  Alex Brown Prime                  --    4,264,880    4,264,880   4,264,880       --
                                                                1,266,417         --     1,266,417   1,266,417       --
                                                                2,667,420         --     2,667,420   2,667,420       --


Fidelity Institutional Retirement
     Services Company                Fidelity OTC                     --      863,688      790,533     863,688    73,155



Scudder                              Scudder                          --      402,729      407,475     402,729    (4,746)



Templeton Funds, Inc.                Templeton Foreign Fund           --      600,505      550,934     600,505    49,571


Manulife Financial Savings
& Retirement Services                Lifestyle-Aggresive          537,910         --       537,910     537,910       --


Manulife Financial Savings
& Retirement Services                Lifestyle-Balanced         1,133,832         --     1,133,832   1,133,832       --


Manulife Financial Savings
& Retirement Services                Contra Fund                  341,824         --       341,824     341,824       --


Manulife Financial Savings
& Retirement Services                Growth & Income Fund       1,385,571         --     1,385,571   1,385,571       --


Manulife Financial Savings
& Retirement Services                Money Market Fund          2,220,242         --     2,220,242   2,220,242       --
</TABLE>


                                      -22-
<PAGE>   26

<TABLE>
<CAPTION>
                                                                                                   Current Value
                                                                                                     of asset      Net
                                                                Purchase    Selling       Cost of    at date of   Gain
Identity of Party Involved              Description               Price      Price         Asset    transaction  \(Loss)
- ----------------------------------- ----------------------     ----------  ----------   ----------  -----------  -------
<S>                                 <C>                        <C>         <C>          <C>         <C>         <C>

Category (iii):  A series of transactions in excess of 5% of plan assets

Manulife Financial Savings
& Retirement Services                Lifestyle-Aggresive           557,224        --      557,224     557,224        --


Manulife Financial Savings
& Retirement Services                Lifestyle-Balanced          1,165,713        --     1,165,713   1,165,713       --


Manulife Financial Savings
& Retirement Services                Contra Fund                   461,281        --       461,281     461,281       --


Manulife Financial Savings
& Retirement Services                Growth & Income Fund          348,768        --       348,768     348,768       --



Manulife Financial Savings
& Retirement Services                Lifestyle-Growth            1,430,607        --     1,430,607   1,430,607       --


Manulife Financial Savings
& Retirement Services                Money Market Fund           2,304,953        --     2,304,953   2,304,953       --            


Fidelity Institutional Retirement
     Services Company                Fidelity Advisors Grow            --   2,292,519    2,043,493   2,292,519   249,026



Alex Brown &  Sons                   Alex Brown Prime            4,129,708        --     4,129,708   4,129,708       --
                                                                       --   4,601,090    4,601,090   4,601,090       --


Fidelity Institutional Retirement
     Services Company                Fidelity OTC                      --   1,327,934    1,248,853   1,327,934    79,081


Phoenix Equity Planning
     Corporation                     Phoenix Series Balance            --   1,272,070    1,209,191   1,272,070    62,879



Scudder                              Scudder                           --     667,216      676,298     667,216    (9,082)



Templeton Funds, Inc.                Templeton Foreign Fund            --   1,013,734      941,016   1,013,734    72,718
</TABLE>

A reportable transaction represents a transaction, or series of transactions in
the same security involving an aggregate amount in excess of 5% of the Plan asse
There were no category (ii) or (iv) reportable tranactions during 1996.


                                      -23-


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