PERMA FIX ENVIRONMENTAL SERVICES INC, DEF 14A, 2000-11-13

PERMA FIX ENVIRONMENTAL SERVICES INC
DEF 14A, 2000-11-13
HAZARDOUS WASTE MANAGEMENT

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PERMA-FIX ENVIRONMENTAL SERVICES, INC.
1940 N.W. 67th Place, Suite A
Gainesville, Florida 32653

NOTICE OF ANNUAL MEETING
To Be Held December 13, 2000

To the Stockholders of Perma-Fix Environmental Services, Inc.:

Notice is hereby given that the 2000 Annual Meeting of Stockholders
(the "Meeting") of Perma-Fix Environmental Services, Inc. (the
"Company") will be held at the offices of Perma-Fix Environmental
Services, Inc., 1940 N.W. 67th Place, Gainesville, Florida 32653,
Wednesday, December 13, 2000, at 1:00 p.m. (EST), for the following
purposes:

1. To elect four (4) Directors to serve until the next
Annual Meeting of Stockholders or until their
respective successors are duly elected and
qualified;

2. To ratify the appointment of BDO Seidman, LLP as
the independent auditors of the Company for fiscal
2000;

3. To transact such other business as may properly
come before the meeting and at any
adjournments thereof.

Only stockholders of record at the close of business on October 30,
2000, will be entitled to notice of, and to vote at, the Meeting
and at any adjournments thereof.

Perma-Fix Environmental Services, Inc.'s Annual Report for 1999 is
enclosed for your convenience.

By Order of the Board of Directors

Richard T. Kelecy
Secretary

Gainesville, Florida
November 10, 2000

Please complete, date, sign and return the accompanying Proxy
whether or not you plan to attend the meeting in person. The
enclosed return envelope requires no additional postage if mailed
in the United States. If a stockholder decides to attend the
meeting, he or she may, if so desired, revoke the Proxy and vote in
person.
<PAGE>

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
1940 N.W. 67th Place, Suite A
Gainesville, Florida 32653

PROXY STATEMENT
FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS

Solicitation

This Proxy Statement is furnished to the holders of the Common
Stock (the "Common Stock") of Perma-Fix Environmental Services,
Inc. (the "Company") in connection with the solicitation on behalf
of the Board of Directors of the Company (the "Board of Directors"
or the "Board") of proxies to be used in voting at the 2000 Annual
Meeting of Stockholders to be held at the Company's offices,
1940 N. W. 67th Place, Gainesville, Florida 32653, on Wednesday,
December 13, 2000, at 1:00 p.m. (EST), and any adjournments thereof
(the "Meeting"). The Company will pay the cost of preparing,
printing, assembling and mailing this Proxy Statement and the Proxy
Card and all of the costs of the solicitation of the proxies, if
necessary. In addition to solicitation by use of the mail, certain
of the Company's officers and employees may without receiving
additional compensation therefor, solicit the return of proxies by
telephone, telegram or personal interview. The Company has
requested that brokerage houses and custodians, nominees and
fiduciaries forward soliciting materials to their principals, the
beneficial owners of Common Stock, and has agreed to reimburse them
for reasonable out-of-pocket expenses in connection therewith.

Revocation of Proxy

The enclosed proxy is for use at the Meeting if the stockholder
will not be able to attend in person. Any stockholder who executes
a proxy may revoke it at any time before it is voted by delivering
to the Company's Secretary either an instrument revoking the proxy
or a duly executed proxy bearing a later date. A proxy may also be
revoked by any stockholder present at the Meeting who expresses a
desire to vote his shares in person.

Mailing of Proxy Statement and Proxy Card

The Notice of Annual Meeting of Stockholders, this Proxy Statement
and the accompanying Proxy Card were first mailed to stockholders
on or about November 10, 2000.

Record Date and Voting Securities

Only the holders of Common Stock of record at the close of business
on October 30, 2000 (the "Record Date"), will have the right to
receive notice of, and be entitled to vote at, the Meeting. At the
close of business on the Record Date, 21,833,649 shares (excluding
988,000 treasury shares) of Common Stock were issued and
outstanding. Each stockholder of record, as of the Record Date, is
entitled to one vote for each share of Common Stock that the
stockholder owned as of the Record Date on each matter to be voted
upon at the Meeting. A majority of all of the outstanding shares
of Common Stock entitled to notice of, and to vote at, the Meeting,
represented in person or by proxy, will constitute a quorum for the
holding of the Meeting. The failure of a quorum to be represented
at the Meeting will necessitate adjournment and will subject the
Company to additional expense.

Pursuant to the General Corporation Law of the State of Delaware,
only votes cast "FOR" a matter constitute affirmative votes, except
proxies in which the stockholder fails to make a specification as
to whether he votes "FOR," "AGAINST," "ABSTAINS" or "WITHHOLDS" as
to a particular matter shall be considered as a vote "For" that
matter. Votes will be tabulated by an inspector of election
appointed by the Board of Directors. Votes in which the
stockholder specified that he is "WITHHOLDING" or "ABSTAINING" from
voting is counted for quorum purposes. Abstentions and broker non-
votes are not considered as votes "For" a particular matter.

-1-

<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides that the Board
of Directors shall hold office until the next annual meeting of
stockholders and their successors have been elected and qualified
or until their earlier resignation or removal. Successors to those
Directors whose terms have expired are required to be elected by
stockholder vote. Vacancies for an unexpired term and any
additional positions created by Board of Directors' action are
filled by the existing Board of Directors.

The Company's Bylaws provide that the number of the Company's
directors (the "Directors") shall be at least three (3), and that
the number of Directors may be increased or decreased by action of
the Board. The Board of Directors currently has determined that
the number of Directors shall be four (4).

At the Meeting, four (4) Directors are to be elected to serve until
the next annual meeting of the stockholders and until their
respective successors are elected and qualified. Dr. Centofanti
and Messrs. Zwecker, Colin and Sullivan are presently serving as
Directors and have been nominated for reelection to the Board of
Directors. Shares represented by the enclosed proxy will be voted
"FOR" the election as Directors of the four (4) nominees named
below unless authority is withheld. The proxies cannot be voted
for a greater number of persons than the number of nominees named
herein.

Although there is no formal procedure for stockholders to recommend
nominees for the Board of Directors, the Nominating Committee will
consider such recommendations if received one hundred twenty (120)
days in advance of the Annual Meeting of Stockholders. Such
recommendations should be addressed to the Nominating Committee at
the Company's address and provide all information relating to such
person that the stockholder desires to nominate that is required to
be disclosed in solicitation of proxies pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended ("Exchange
Act").

Thomas P. Sullivan ("Mr. Sullivan") was appointed to the Board of
Directors in June 1999 pursuant to the terms of certain Stock
Purchase Agreements (as defined and described in "Certain
Relationships and Related Transactions") to fill a newly created
Board seat which was created in connection with the Stock Purchase
Agreements. Under the terms of the Stock Purchase Agreements, the
Sullivan Trusts (as defined in "Certain Relationships and Related
Transactions"), which were the Sellers under the Stock Purchase
Agreements, and which are controlled by Mr. Sullivan and his wife,
are entitled to have one (1) nominee to the Company's Board of
Directors as long as the Sullivan Trusts own of record, in the
aggregate, not less than 1,500,000 shares of the Common Stock that
the Sullivan Trusts acquired under the Stock Purchase Agreements.
The Company agreed to recommend that its shareholders elect the one
nominee selected by the Sullivan Trusts if such nominee is
satisfactory to the Board of Directors of the Company. At the
closing of the Stock Purchase Agreements, the Sullivan Trusts
selected Mr. Sullivan as their nominee to the Company's Board of
Directors, and, as a result, Mr. Sullivan was elected by the Board
as a director to fill the newly created directorship and to serve
until the Company's next annual meeting of stockholders. As of the
Record Date, the Sullivan Trusts, in which the trustees and primary
beneficiaries are Mr. Sullivan and his wife, are the beneficial
owners of 1,500,000 shares of Common Stock, which shares were
acquired under the Stock Purchase Agreements. Mr. Sullivan has
been selected by the Sullivan Trusts as their nominee for the 2000
election of Directors. In connection with the Stock Purchase
Agreements, the Company is making certain claims against Mr.
Sullivan for certain liabilities regarding the 401(k) accounts of
the companies purchased under the Stock Purchase Agreements.
Previously, the Company entered into a settlement with Mr. Sullivan
whereby he paid the Company approximately $80,000 regarding certain
outstanding payables of the companies acquired under the Stock
Purchase Agreements.

-2-
<PAGE>

Nominees
<TABLE>
<CAPTION>
The following sets forth information concerning the four (4)
nominees for election as Directors:

Director/Nominee Principal Occupation and
________________ Other Information
_________________________
<S> <C>
Dr. Louis F. Centofanti, Lou Centofanti has served as Chairman
Chairman of the Board of the Board of the Company since he
and Director since 1991, joined the company in February 1991.
Age: 57 Dr. Centofanti also served as President
and Chief Executive Officer of the
Company from February 1991 until
September 1995, and again in March 1996,
was elected to serve as President and
Chief Executive Officer of the Company
and continues as Chairman of the Board.
From 1985 until joining the Company,
Dr. Centofanti served as Senior Vice
President of USPCI, Inc. ("USPCI"), a
large hazardous waste management company,
where he was responsible for managing the
treatment, reclamation and technical
groups within USPCI. In 1981, he founded
PPM, Inc., a hazardous waste management
company specializing in the treatment of
PCB contaminated oils. From 1978 to
1981, Dr. Centofanti served as Regional
Administrator of the Department of Energy
for the southeastern region of the United
States. Dr. Centofanti has a Ph.D. and a
M.S. in Chemistry from the University of
Michigan, and a B.S. in Chemistry from
Youngstown State University.

Mark A. Zwecker, Mark Zwecker has served as a Director of
Director since the Company since its inception in
1991, January 1991. Mr. Zwecker is currently
Age: 49 President of ACI Technology, LLC, a position
he has held since 1997. Previously,
Mr. Zwecker was Vice President of Finance and
Administration for American Combustion, Inc.,
a position he held from 1986 until 1998.
In 1983, Mr. Zwecker participated as a founder
with Dr. Centofanti in the start up of PPM,
Inc. He remained with PPM, Inc. until its
acquisition in 1985 by USPCI. Mr. Zwecker has
a B.S. in Industrial and Systems Engineering
from the Georgia Institute of Technology
and an M.B.A. from Harvard University.

Jon Colin, Jon Colin has served as a Director of the
Director since Company since December 1996. He is a financial
1996, consultant for a variety of technology-based
Age: 44 companies. From 1990 to 1996, Mr. Colin served
as President and Chief Executive Officer for
Environmental Services of America, Inc., a
publicly traded environmental services company.
Mr. Colin has a B.S. degree in Accounting from
the University of Maryland.

Thomas P. Sullivan Thomas Sullivan has served as a Director of the
Director since Company since June 1, 1999, the date of his
June 1999, election by the Board of Directors to fill a
Age: 67 newly created directorship pursuant to the terms
of the Stock Purchase Agreements. From 1976,
when Mr. Sullivan purchased Chem-Met Services,
Inc. ("CM"), until June 1, 1999, he served as
Director and President of CM, one of the
companies acquired by the Company under the
Stock Purchase Agreements. Mr. Sullivan
founded and served as Director and President
of Chemical Conservation Corporation ("CCC"),
one of the companies acquired by the Company
under the Stock Purchase Agreements, from its
inception in 1983 until June 1, 1999, when it
was acquired by the Company under the Stock
Purchase Agreements. From 1988, when
Mr. Sullivan purchased Chemical Conservation
of Georgia, Inc. ("CCG"), until June 1, 1999,
he served as Director and President of CCG.
From 1957 to 1973, Mr. Sullivan held various
positions with Crown Zellerbach Corporation
and since 1982 has served as a director of
Charter National Bank, located in Detroit,
Michigan. Mr. Sullivan has a degree from John
Carroll University, located in Cleveland, Ohio.
</TABLE>
Approval of each nominee for election to the Board of Directors
will require the affirmative vote of a plurality of the votes cast
by the holders of the Company's Common Stock.

-3-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE FOUR (4) NOMINEES AS THE COMPANY'S DIRECTORS.

Committees and Meetings of the Board of Directors

During 1999, the Board of Directors held six (6) meetings. No
Director attended fewer than seventy-five percent (75%) of the
aggregate number of meetings held by the Board of Directors and the
committees on which he served during 1999. The Board of Directors
has an Audit Committee, a Compensation and Stock Option Committee
and a Nominating Committee.

The Audit Committee reviews proposals of the Company's independent
auditors regarding annual audits, recommends the engagement or
discharge of auditors, reviews recommendations of such auditors
concerning accounting principles, internal controls and accounting
procedures and practices, reviews the scope of the annual audit,
approves or disapproves each professional service or type of
service other than standard auditing services to be provided by the
auditors, and reviews and discusses the audited financial
statements with the auditors. During 1999, the Board of Directors
adopted an "Audit Committee Charter" which established the
operating guidelines for the Audit Committee. The members of the
Audit Committee during 1999 were Mark Zwecker and Jon Colin. The
Audit Committee held three (3) meetings in 1999.

The Compensation and Stock Option Committee reviews and recommends
to the Board of Directors the compensation and benefits of all of
the Company's officers and reviews general policy matters relating
to compensation and benefits of the Company's employees. The
members of the Compensation and Stock Option Committee during 1999
were Mark Zwecker, Thomas Sullivan and Steve Gorlin. In
conjunction with the Company's acquisition in June 1999 of CCC, CCG
and CM, Thomas P. Sullivan, a principal of such companies was
elected to a newly-created directorship on the Board of Directors
of the Company and was thereafter assigned to the Compensation and
Stock Option Committee effective June 1, 1999. At such time, Mr.
Zwecker ceased to be a member of this committee. However,
effective February 1, 2000, Mr. Gorlin resigned from the Board of
Directors and was replaced on the Compensation and Stock Option
Committee by Mr. Zwecker. The Compensation and Stock Option
Committee held one (1) meeting in 1999.
The Nominating Committee recommends to the Board of Directors the
nominees for election as the Company's directors. Members of the
Nominating Committee during 1999 were Steve Gorlin and Mark
Zwecker. Effective February 1, 2000, Mr. Gorlin resigned from the
Board of Directors and was replaced on the Nominating Committee by
Dr. Centofanti. The Nominating Committee held one (1) meeting in
1999.

Compensation of Directors

In 1999, the Company paid its outside director's fees based on
monthly payments of $1,000 for each month of service, resulting in
the four outside directors earning annual director's fees in the
aggregate amount of $43,000 during 1999. Subject to the election
of each director, either sixty-five percent (65%) or one hundred
percent (100%) of each director's fee is payable, in shares of
Common Stock based on seventy-five percent (75%) of the fair market
value of the Common Stock determined on the business day
immediately preceding the date that the fee is due. The balance of
each director fee, if any, is payable in cash. The aggregate
amount of accrued director's fees paid during 1999 to the three
outside directors (Messrs. Colin, Gorlin, and Zwecker) was $28,000,
paid by the issuance of 28,891 shares of Common Stock. The
aggregate amounts of accrued Directors fees at December 31, 1999,
to be paid in 2000 totals $24,000, of which $22,000 shall be paid
by the issuance of 22,911 shares of Common Stock and the balance
paid in cash. Reimbursements of expenses for attending meetings of
the Board are paid in cash. The outside directors do not receive
additional compensation for committee participation or special
assignments except for reimbursement of expenses. The Company does
not compensate the directors who also serve as officers or
employees of the Company or its subsidiaries for their service as
directors.

We believe that it is important for the Directors to have a
personal interest in the Company's success and growth and for their
interests to be aligned with those of the Company's stockholders.
Therefore, under the Company's 1992 Outside Directors Stock Option
and Incentive Plan ("Outside Directors Plan"), each outside
director is granted an option to purchase up to 15,000 shares of
Common Stock on the date such director is initially elected to the
Board of Directors and receives on an annual basis an option to
purchase up to another 5,000 shares of Common Stock, with the
exercise price being the fair market value of the Common Stock on
the date that the option is granted. Each option granted under the
Outside Directors Plan is exercisable from six months after the
date the option is granted until ten (10) years from the date the

-4-
<PAGE>
option is granted. As of December 31, 1999, options to purchase
205,000 shares of Common Stock had been granted under the Outside
Directors Plan.

The Outside Directors Plan also provides that each eligible
director shall receive, at such eligible director's option, either
sixty-five percent (65%) or one hundred percent (100%) of the fee
payable to such director for services rendered as a member of the
Board in Common Stock. In either case, the number of shares of
Common Stock issuable to the eligible director shall be determined
by valuing the Common Stock at seventy-five percent (75%) of its
fair market value as defined by the Outside Directors Plan. As of
the date of this proxy statement, the Company has issued 117,506
shares of the Company's Common Stock in payment of director fees,
covering the period January 1, 1995 through December 31, 1999. The
number of shares of Common Stock which may be issued in the
aggregate under the Outside Directors Plan, either under options or
stock awards, is 500,000 shares, subject to adjustment.

Although Dr. Centofanti is not compensated for his services
provided as a director, Dr. Centofanti is compensated for his
services rendered as an officer of the Company. See "Employment
Contracts, Termination of Employment and Change in Control
Arrangements" and "EXECUTIVE COMPENSATION -- Summary Compensation
Table."

Compensation Committee Interlocks and Insider Participation

During the period January - May 1999, the Compensation and Stock
Option Committee for the Company's Board of Directors was composed
of Mark Zwecker and Steve Gorlin. Mr. Zwecker was neither an
officer nor an employee during the year 1999, however, Mr. Zwecker
did serve as our Secretary from June 1995 until June 30, 1996. Mr.
Gorlin was neither an officer nor an employee of the Company during
1999. Upon his election to the Board of Directors, in conjunction
with the acquisition of CCC, CCG and CM effective June 1, 1999,
Thomas Sullivan was appointed to the Compensation and Stock Option
Committee, at which time he was neither an officer nor an employee
of the Company. Effective February 1, 2000, Mr. Gorlin resigned
his position on the Board of Directors.

Certain Relationships

There are no family relationships between any of the Company's
existing Directors, executive officers, or persons nominated or
chosen to become a Director or executive officer. Dr. Centofanti
is the only Director who is the Company's employee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, and the regulations promulgated
thereunder require the Company's executive officers and directors
and beneficial owners of more than ten percent (10%) of any equity
security of the Company registered pursuant to Section 12 of the
Exchange Act to file reports of ownership and changes of ownership
of the Company's equity securities with the Securities and Exchange
Commission, and to furnish the Company with copies of all such
reports. Based solely on a review of the copies of such reports
furnished to the Company and information provided to the Company,
the Company believes that during 1999 none of the executive
officers and directors of the Company failed to timely file reports
under Section 16(a), except that (i) a Form 4 was not timely filed
for Louis Centofanti upon the expiration of Class B warrants for
61,048 shares of the Company's common stock in June 1999; (ii) a
Form 4 was not timely filed for Jon Colin upon the issuance of
6,667 shares of the Company's common stock in November 1999 and the
grant of an option to purchase 5,000 shares of the Company's common
stock in December 1999; (iii) a Form 4 was not timely filed for
Steve Gorlin (who resigned as a director on February 1, 2000), upon
the issuance of 6,667 shares of the Company's common stock in
November 1999 and the grant of an option to purchase 5,000 shares
of the Company's common stock in December 1999; (iv) a Form 4 was
not timely filed for Mark Zwecker upon the issuance of 6,667 shares
of the Company's common stock in November 1999 and the grant of an
option to purchase 5,000 shares of the Company's common stock in
December 1999; (v) a Form 4 was not timely filed for Thomas P.
Sullivan upon the issuance of 889 shares of the Company's common
stock in November 1999 and the grant of an option to purchase
15,000 shares of the Company's Common Stock in December 1999; (vi)
a Form 4 was not timely filed for Richard Kelecy upon the issuance
of 1,400 shares of the Company's common stock in August 1999; (vii)
a Form 4 was not timely filed for Timothy Kimball upon the issuance
of 880 shares of the Company's common stock in August 1999; and
(viii) a Form 4 was not timely filed for Bernhardt Warren upon the
issuance of 1,692 shares of the Company's common stock in August
1999.

-5-
<PAGE>
RBB Bank Aktiengesellschaft ("RBB Bank"), which may have become a
beneficial owner (as that term is defined under Rule 13d-3 as
promulgated under the Exchange Act) of more than ten percent (10%)
of the Company's Common Stock on February 9, 1996, as a result of
its acquisition of 1,100 shares of Series 1 Preferred (as defined
in "Certain Relationships and Related Transactions") that were
convertible into a maximum of 1,282,798 shares of Common Stock of
the Company commencing 45 days after issuance of the Series 1
Preferred, failed to file a Form 3 to report such transaction, if
required. RBB Bank has advised the Company that it is a banking
institution regulated by the banking regulations of Austria which
holds the Company's shares of stock on behalf of numerous clients
and no one client is the beneficial owner of more than 250 shares
of such Preferred Stock, and thus, RBB Bank believes it is not
required to file reports under Section 16(a).

If RBB Bank became a beneficial owner of more than ten percent
(10%) of the Company's Common Stock on February 9, 1996, the date
of RBB's initial Preferred Stock Agreement, and thereby required to
file reports under Section 16(a) of the Exchange Act, then RBB Bank
also failed to file (i) a Form 4 for two transactions which
occurred in February 1999; (ii) a Form 4 for four transactions
which occurred in May 1999; (iii) a Form 4 for three transactions
which occurred in August 1999; and (iv) a Form 5 for 1999.

As of the date of this Report, RBB Bank has not filed a Schedule
13D or Schedule 13G, pursuant to Section 13(d) of the Exchange Act
and Regulation 13D as promulgated thereunder, reporting RBB Bank as
the beneficial owner of Common Stock of the Company. RBB Bank has
informed the Company that its clients (and not RBB Bank) maintain
full voting and dispositive power over such shares. Consequently,
RBB Bank has advised the Company it believes it is not the
beneficial owner, as such term is defined in Rule 13d-3 under the
Exchange Act ("Rule 13d-3"), of the shares of stock registered in
the name of RBB Bank because it has neither voting nor investment
power, as such terms are defined in Rule 13d-3, over such shares.
As a result, RBB Bank has informed the Company that it does not
believe that it is required to file either Schedule 13D or Schedule
13G in connection with the shares of the Company's Common Stock
registered in the name of RBB Bank.

EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
Summary Compensation Table

The following table sets forth the aggregate cash compensation paid
to the Company's Chairman and Chief Executive Officer , the Vice
President of Nuclear Services, Chief Financial Officer and Vice
President of Industrial Services.

Long-term
Annual Compensation Compensation
__________________________ ______________________
Other Securities
Annual Restricted Underlying All
Compen- Stock Options/ Other
Name and Principal Salary Bonus sation Award(s) SARs Compen-
Position Year ($) ($) ($) ($) (#) sation($)
_______________________ ______ ________ _______ _________ __________ __________ __________
<S> <C> <C> <C> <C>
Dr. Louis F. Centofanti(1) 1999 123,421 - - - - 4,500
Chairman of the Board, 1998 112,250 - - - - -
President and 1997 75,431 - 6,667(2) - 300,000 -
Chief Executive Officer

Bernhardt C. Warren(3) 1999 87,341 55,275 - - - -
Vice President of 1998 87,341 223,800 56,950 - 25,000 -
Nuclear Services 1997 87,341 88,629 - - 30,000 -

Richard T. Kelecy(4) 1999 111,373 15,000 - - - 4,500
Vice President and 1998 102,553 15,000 - - 30,000 -
Chief Financial Officer 1997 91,250 - - - 30,000 -

Roger Randall(5) 1999 106,231 15,000 - - - 9,000
Vice President of 1998 101,268 12,710 - - 30,000 9,039(5)
Industrial Services 1997 80,000 - - - 40,000 9,042

-6-
<PAGE>
<FN>
(1) Dr. Centofanti received during 1999 compensation pursuant to an
employment agreement dated October 1, 1997, which provides, among
other things, for an annual salary of $110,000, subject to annual
inflation factor increases and adjustment by the Board, and the
issuance of Non-qualified Stock Options ("Non-qualified Stock
Options"). Pursuant to the terms of the agreement Dr. Centofanti's
annual salary was increased to $112,250 effective October 1, 1998,
and subsequently to $130,000 effective July 1, 1999. Dr. Centofanti
was also provided a monthly automobile allowance in the amount of
$750, in lieu of a company car. The Non-qualified Stock Options
provide Dr. Centofanti with the right to purchase an aggregate of
300,000 shares of Common Stock as follows: (i) after one year 100,000
shares of Common Stock at a price of $2.25 per share, (ii) after two
years 100,000 shares of Common Stock at a price of $2.50 per share,
and (iii) after three years 100,000 shares of Common Stock at a price
of $3.00 per share. The Non-qualified Stock Options expire ten years
after the date of the Employment Agreement.

(2) The Company entered into a Stock Purchase Agreement ("1997
Centofanti Agreement") with Dr. Centofanti on or about June 30, 1997,
pursuant to which the Company agreed to sell, and Dr. Centofanti
agreed to buy, 24,381 shares of the Company's Common Stock for 75%
of the closing bid price of such Common Stock as quoted on the NASDAQ
on the date Dr. Centofanti notified the Company of his desire to
purchase such stock, as authorized by the Board of Directors. The
closing bid price as quoted by the NASDAQ for the Common Stock on the
date Dr. Centofanti notified the Company of his desire to purchase
the shares was $2.1875, leading to a purchase price of $1.6406 and
an aggregate purchase price of $40,000 for the 24,381 shares of
Common Stock. The 1997 Centofanti Agreement was amended in October
to reduce the number of shares purchased thereunder to 12,190 for an
aggregate purchase price of $20,000, upon consideration of certain
recent accounting pronouncements related to stock based compensation.
The difference between the price paid by Dr. Centofanti for such
stock and the fair market value thereof was approximately $6,667.
See "Certain Relationships and Related Transactions."

(3) Mr. Warren was General Manager of Perma-Fix of Florida, Inc. from
July 16, 1996, until December 8, 1997. During this time, Mr. Warren
received compensation pursuant to an employment agreement, which
provided for annual compensation to Mr. Warren of $87,000 beginning
July 16, 1996, and expiring in July 1999. Effective December 8,
1997, Mr. Warren also became the Vice President of Nuclear Services
for the Company. Mr. Warren currently receives compensation pursuant
to the above noted employment agreement dated April 7, 1998, which
provides for annual compensation of $87,000 plus additional
compensation in the form of Company Common Stock and cash payments
for bonus. Upon execution of the agreement, Mr. Warren received a
bonus of approximately $168,000 which was paid in the form of 94,697
shares of Common Stock, as determined by dividing the bonus amount
by the average of the closing bid price of the Common Stock on the
NASDAQ Small Cap for the five trading days prior to the date of
execution of this agreement. Mr. Warren was also paid a cash bonus
of $168,000, of which $57,000 was paid in December 1998, which was
intended for payment of taxes on the stock portion of bonus and the
remainder to be over the two years of the agreement. As of December
31, 1999, the full bonus obligation to Mr. Warren has been paid.
Stock Options were granted to Mr. Warren on April 8, 1997 and October
14, 1998, pursuant to the 1993 Non-qualified Stock Option Plan.

(4) Mr. Kelecy, Vice President and Chief Financial Officer,
previously received annual compensation of $102,000 during 1998 until
July 1, 1999, when Mr. Kelecy's annual salary was increased to
$120,000 and he was provided with a monthly automobile allowance in
the amount of $750, in lieu of a Company car. Mr. Kelecy may also
receive, at the discretion of the Board, additional compensation in
the form of a bonus. Stock Options were granted to Mr. Kelecy on
January 11, 1995, May 24, 1996, April 8, 1997 and October 14, 1998,
pursuant to the 1993 Non-qualified Stock Option Plan.

(5) Mr. Randall was General Manager of Perma-Fix of Dayton, Inc. from
its acquisition in 1994 until December 8, 1997. Effective December
8, 1997, Mr. Randall became the Vice President of Industrial Services
for the Company. Mr. Randall previously received annual compensation
of $94,000. Effective December 1998, Mr. Randall received a monthly
car allowance in the amount of $750, in lieu of a Company car, as
previously provided. Effective July 1, 1999, Mr. Randall's annual
salary was increased to $115,000. Mr. Randall may also receive, at
the discretion of the Board, additional compensation in the form of
a bonus. Stock Options were granted to Mr. Randall on January 11,
1995, May 24, 1996, April 8, 1997 and October 14, 1998, pursuant to
the 1993 Non-qualified Stock Option Plan.
</FN>
</TABLE>
Option Grants in 1999

During 1999, there were no individual grants of stock options made
to any of the named executive officers in the above Summary
Compensation Table.

-7-
<PAGE>
Options/SAR Grants in Last Fiscal Year

During 1999, there were no individual grants of stock options made
to any of the named executive officers in the above Summary
Compensation Table.

Aggregated Option Exercised in 1999 and Fiscal year-end Option Values
<TABLE>
<CAPTION>
The following table sets forth information concerning each exercise
of stock options during the last completed fiscal year by each of the
executive officers named in the Summary Compensation Table and the
fiscal year-end value of unexercised options:

Number of Value of Unexercised
Unexercised Options in-the-Money
at Fiscal year-end Options
(#) at Fiscal Year End($)(2)
Shares Value _____________________ _______________________
Acquired on Realized Exer Unexer Exer Unexer
Name Exercise(#)(1) ($)(1) cisable cisable cisable cisable
________________________ ______________ ________ _________ ________ ________ _________
<S> <C> <C> <C> <C> <C> <C>
Dr. Louis F. Centofanti - - 245,763 104,000 - -

Bernhardt C. Warren - - 17,000 38,000 3,093 5,811

Richard Kelecy - - 82,000 78,000 45,429 17,840

Roger Randall - - 66,000 74,000 17,851 10,945

<FN>
(1) No options were exercised during 1999.

(2) Represents the difference between $1.15625 (the closing bid price
of the Company's Common Stock reported on the National Association
of Securities Dealers Automated Quotation Small Cap Market ("NASDAQ")
on December 31, 1999), and the option exercise price. The actual
value realized by a named executive officer on the exercise of these
options depends on the market value of the Company's Common Stock on
the date of exercise.
</FN>
</TABLE>
401(k) Plan

We adopted the Perma-Fix Environmental Services, Inc. 401(k) Plan
(the "401(k) Plan") in 1992, which is intended to comply under
Section 401 of the Internal Revenue Code and the provisions of the
Employee Retirement Income Security Act of 1974. All employees who
have attained the age of 18 are eligible to participate in the 401(k)
Plan. Participating employees may make annual pretax contributions
to their accounts up to 18% of their compensation, up to a maximum
amount as limited by law. We, at our discretion, may make matching
contributions based on the employee's elective contributions.
Company contributions vest over a period of five years. We elected
not to provide any matching contributions for the years ended
December 31, 1998 and 1997. However, beginning January 1, 1999, we
agreed to match up to 25% of our employee's contributions, not to
exceed 3% of a participant's compensation. In conjunction with the
CM, CCC and CCG acquisition in 1999, a similar 401(k) Plan was
assumed and maintained for such acquired companies, until such time
as the plan's assets were merged in August 2000. The 401(k) Plans
were similar in nature except that the CM, CCC and CCG Plan provided
for a match of up to 25% of their employee's contributions, not to
exceed $250 per year per participant. We contributed $100,111 in
matching funds to both Plans during 1999.

Employee Stock Purchase Plan

We have adopted the Perma-Fix Environmental Services, Inc. 1996
Employee Stock Purchase Plan (the "1996 Plan") which is intended to
comply under Section 423 of the Code. All full-time employees who
have completed at least six (6) months of continuous service, other
than those that are deemed, for the purpose of Section 423(b)(3) of
the Code, to own stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the
Company, are eligible to participate in the 1996 Plan. Participating
employees ("Participants") may authorize for payroll periods
beginning on or after January 1, 1997, payroll deductions from
compensation for the purpose of funding the Participant's stock
purchase account ("Stock Purchase Account"). This deduction shall
be not less than one percent (1%) nor more than five percent (5%) of
the Participant's gross amount of compensation. The purchase price
per share of the Common Stock to be sold to Participants pursuant to
the 1996 Plan is the sum of (a) eighty-five percent (85%) of the fair
market value of each share on the Offering Date on which such
Offering commences or on the Exercise Date (as defined in the 1996
Plan) on which such Offering expires, whichever is the lower, and (b)
any transfer, excise or similar tax imposed on the transaction

-8-
<PAGE>
pursuant to which shares of Common Stock are purchased. The
"Offering Date" means the first day of each January and July during
which the 1996 Plan is in effect, commencing with January 1, 1997.
There is no holding period regarding Common Stock purchased under the
1996 Plan, however, in order for a participant to be entitled to the
tax treatment described in Section 423 of the Code with respect to
the Participant's sale of Common Stock purchased under the 1996 Plan,
such Stock must not be sold for at least one (1) year after
acquisition under the 1996 Plan, except in the case of death. Any
Participant may voluntarily withdraw from the 1996 Plan by filing a
notice of withdrawal with the Board of Directors prior to the
fifteenth (15th) day of the last month in a Purchase Period (as
defined in the 1996 Plan). Upon such withdrawal, there shall be paid
to the Participant the amount, if any, standing to the Participant's
credit in the Participant's Stock Purchase Account. If a Participant
ceases to be an eligible employee, the entire amount standing to the
Participant's credit in the Participant's Stock Purchase Account on
the effective date of such occurrence shall be paid to the
Participant. The first purchase period commenced July 1, 1997. The
following table details the resulting employee stock purchase totals.
<TABLE>
<CAPTION>
Shares
Purchase Period Proceeds Purchased
_______________ ________ _________
<S> <C> <C>
July 1 - December 31, 1997 16,000 8,276

January 1 - June 30, 1998 17,000 10,732

July 1 - December 31, 1998 22,000 17,517

January 1 - June 30, 1999 28,000 21,818

July 1 - December 31, 1999 49,000 48,204
</TABLE>
Employment Contracts, Termination of Employment and Change in Control
Arrangements

During October 1997, Dr. Centofanti entered into a three (3) year
Employment Agreement which provided for, among other things, an
annual salary of $110,000, subject to annual inflation factor
increases and adjustment by the Board, and the issuance of Non-
qualified Stock Options ("Non-qualified Stock Options"). The Non-
qualified Stock Options provide Dr. Centofanti with the right to
purchase an aggregate of 300,000 shares of Common Stock as follows:
(i) after one year 100,000 shares of Common Stock at a price of $2.25
per share, (ii) after two years 100,000 shares of Common Stock at a
price of $2.50 per share, and (iii) after three years 100,000 shares
of Common Stock at a price of $3.00 per share. The Non-qualified
Stock Options expire ten years after the date of the Employment
Agreement. The noted Employment Agreement expired in October 2000
and as of the date of this proxy statement, has not been replaced.

During April 1998, Mr. Warren entered into a two (2) year employment
agreement which provided for, among other things, an annual salary
of $87,000 and certain bonus payments. Upon execution of the
agreement, Mr. Warren received a bonus of approximately $168,000
which was paid in the form of 94,697 shares of Common Stock, as
determined by dividing the bonus amount by the average of the closing
bid prices of the Common Stock on the NASDAQ Small Cap for the five
trading days prior to the date of execution of this agreement. Mr.
Warren also received a cash bonus of approximately $168,000 which was
paid in monthly installments over the two years of the agreement,
with the final payment made in 1999 and of which, $57,000 was paid
in 1998 for payment of taxes on the stock portion of the bonus. The
noted Employment Agreement expired in April 2000 and as of the date
of this proxy statement has not been replaced.

The Company's 1991 Performance Equity Plan and the 1993 Non-qualified
Stock Option Plan, described under "Report of the Compensation and
Stock Option Committee (c) Stock Options." (collectively, the
"Plans") provide that in the event of a change in control (as defined
in the Plans) of the Company, each outstanding option and award
granted under the Plans shall immediately become exercisable in full
notwithstanding the vesting or exercise provisions contained in the
stock option agreement. As a result, all outstanding stock options
and awards granted under the Plans to our executive officers shall
immediately become exercisable upon such a change in control of the
Company.

Report of the Compensation and Stock Option Committee

The Compensation and Stock Option Committee of the Board of Directors
(the "Compensation Committee") is responsible for reviewing and
approving the Company's compensation policies and the compensation

-9-
<PAGE>
paid to the Company's executive officers, including the executive
officers named in the Summary Compensation Table. The Company's
compensation program for its executive officers, including the Chief
Executive Officer, is generally not formalized but is designed to
provide levels of compensation required to assist the Company in
attracting and retaining qualified executive officers. The
Compensation Committee attempts to set an executive officer's
compensation at a level which is similar to such officer's peers in
the industry consistent with the size of the Company. Generally,
executive officer compensation, including that of the Chief Executive
Officer, is not directly related to the Company's performance.
Instead, the Compensation Committee has a philosophy which recognizes
individual initiative and achievement in arriving at an officer's
compensation. The executive compensation program is comprised of
salary, cash incentives and stock options. The following is a
discussion of each of the elements of the executive compensation
program.

(a) Salary

Generally, base salary for each executive officer is similar to
levels within the industry and comparable to the level which the
Company believes could be attained for equal positions elsewhere, but
consistent with the Company's size. Also taken into account are
benefits, years of service, responsibilities, Company growth, future
plans and the Company's current ability to pay. The Compensation
Committee and the Board of Directors approved Employment Agreements
with Dr. Centofanti and Mr. Warren, believing that a multi-year
Employment Agreement with both individuals was in the Company's best
interest due to their importance to the Company. During October
1997, Dr. Centofanti entered into a three (3) year Employment
Agreement ("Employment Agreement") with the Company which provided
for, among other things, an annual salary of $110,000 (subject to
annual inflation factor increases and adjustment by the Board of
Directors) and the issuance of Non-qualified Stock Options to
Dr. Centofanti. Pursuant to the terms of the Agreement, Dr.
Centofanti's annual salary was increased to $112,250 effective
October 1, 1998, and was increased to $130,000 effective July 1,
1999. The Board of Directors increased Dr. Centofanti's salary in
1999 through application of an inflation factor, as specified in the
Employment Agreement, and to a greater extent, in response to the
Compensation Committee's review of executive officer salary levels
at similarly sized and situated companies within the Company's
industry. Dr. Centofanti was also provided with a monthly automobile
allowance of $750 effective July 1, 1999. The Non-qualified Stock
Options provide Dr. Centofanti with the right to purchase an
aggregate of 300,000 shares of Common Stock in the form of (i) an
option to purchase 100,000 shares of Common Stock after one year at
a price of $2.25 per share, (ii) an option to purchase 100,000 shares
of Common Stock after two years at a price of $2.50 per share, and
(iii) an option to purchase 100,000 shares of Common Stock after
three years at a price of $3.00 per share. The Non-qualified Stock
Options expire ten years after the date of the Employment Agreement.
Mr. Kelecy's and Mr. Randall's salaries were increased effective July
1, 1999, in response to the Compensation Committee's review of
executive officer salary levels at similarly sized and situated
companies within the Company's industry. Effective January 1, 1998,
Mr. Warren entered into a two (2) year employment agreement with the
Company which provided for, among other things, an annual salary of
$87,000 and the issuance of approximately $168,000 worth of the
Company's Common Stock in payment for accrued bonus/commissions and
$168,000 in cash to be paid in 24 installments for accrued
bonus/commissions. See "--Employment Contracts, Termination of
Employment and Changes in Control Agreements."

(b) Cash Incentives

The cash incentive plan is a program through which cash bonuses may
be paid on an annual basis to reward significant corporate
accomplishments and individual initiative demonstrated by executive
officers during the prior fiscal year. The amount of cash bonus is
determined by the Compensation Committee.

The Company's 1991 Performance Equity Plan and 1993 Non-qualified
Stock Option Plan were adopted for the purpose of promoting the
interests of the Company and its stockholders by attracting and
retaining executive officers and other key employees of outstanding
ability. Options are granted to eligible participants based upon
their potential impact on corporate results and on their individual
performance. Generally, options are granted at market value, vest
over a number of years, and are generally dependent upon continued
employment. The Compensation Committee believes that the grant of
time-vested options provides an incentive that focuses the executive
officers' attention on managing the Company from the perspective of
owners with an equity stake in the Company. It further motivates
executive officers to maximize long-term growth and profitability
because value is created in the options only as the Common Stock
price increases after the option is granted. In October of 1997, Dr.
Centofanti entered into an Employment Agreement with the Company,
pursuant to which he was issued certain Non-qualified Stock Options.

Compensation and Stock Option Committee
Mark Zwecker and Thomas P. Sullivan

-10-
<PAGE>
Common Stock Price Performance Graph

The following Common Stock price performance graph compares the
yearly change in the Company's cumulative total stockholders' returns
on the Common Stock during the years 1995 through 1999, with the
cumulative total return of the NASDAQ Market Index and the published
industry index prepared by Media General and known as Media General
Industry Group 095-Waste Management Index ("Industry Index") assuming
the investment of $100 on December 31, 1994.

FISCAL YEAR ENDING
1994 1995 1996 1997 1998 1999
______ ______ ______ ______ ______ _______
Company 100.00 28.00 50.00 75.00 48.00 38.00
Industry Index 100.00 125.39 155.52 158.96 138.04 60.66
Broad Market 100.00 129.71 161.18 197.16 278.08 490.46

Assumes $100 invested at year-end 1994 in the Company, the Industry
Index and the Broad Market. The above five-year Total Shareholder
Return Graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement
into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 (collectively, the "Acts"), except to the extent
that the Company specifically incorporates this information by
reference, and shall not be deemed to be soliciting material or to
be filed under such Acts.

CERTAIN BENEFICIAL OWNERS

Security Ownership of Certain Beneficial Owners
<TABLE>
<CAPTION>
The following table sets forth information as to the shares of voting
securities beneficially owned as of the Record Date by each person
known by the Company to be the beneficial owner of more than five
percent (5%) of any class of the Company's voting securities.
Beneficial ownership by the Company's stockholders has been
determined in accordance with the rules promulgated under Section
13(d) of the Exchange Act. A person is deemed to be a beneficial
owner of any securities of which that person has the right to acquire
beneficial ownership of such securities within 60 days from the
Record Date.

Amount and Percent
Name of Title Nature of of
Beneficial Owner of Class Ownership Class(1)
________________ ________ __________ _____
<S> <C> <C> <C>
Dr. Louis F. Centofanti(2) Common 1,124,697(2) 5.07%

Thomas P. Sullivan and the Ann
L. Sullivan Living Trust(3) Common 1,525,889(3) 6.98%

-11-
<PAGE>
RBB Bank Aktiengesellschaft(4) Common 12,830,363(4) 45.94%
<FN>
(1) In computing the number of shares and the percentage of
outstanding Common Stock "beneficially owned" by a person, the
calculations are based upon 21,833,649 shares of Common Stock issued
and outstanding on October 20, 2000 (excluding 988,000 Treasury
Shares), plus the number of shares of Common Stock which such person
has the right to acquire beneficial ownership of within (60) days.

(2) These shares include (i) 468,434 shares held of record by Dr.
Centofanti; (ii) options to purchase 49,763 shares granted pursuant
to the 1991 Performance Equity Plan and the 1993 Non-qualified Stock
Option Plan, which are immediately exercisable; (iii) 300,000 shares
granted pursuant to Dr. Centofanti's Employment Agreement, which are
immediately exercisable; and (iv) 304,000 shares held by the wife of
Dr. Centofanti and 2,500 shares held by the son of Dr. Centofanti's
wife. This amount does not include options to purchase 75,000 shares
granted pursuant to the above referenced plans, which are not
exercisable within sixty (60) days. Dr. Centofanti has sole voting
and investment power of these shares, except for the shares held by
Dr. Centofanti's wife and his wife's son, for which Dr. Centofanti
shares voting and investment power.

(3) These shares include (i) 10,889 shares held of record by Mr.
Sullivan, (ii) options to purchase 15,000 shares granted pursuant to
the 1992 Outside Directors Stock Option and Incentive Plan, which are
immediately exercisable, and (iii) 1,500,000 shares held by the Ann
L. Sullivan Living Trust, dated September 6, 1998 ("ALS Trust"), a
trust established for the benefit of Ann L. Sullivan. Ann L.
Sullivan is the wife of Mr. Sullivan and is the trustee and primary
beneficiary of the ALS Trust. Does not include any additional shares
of the Company's Common Stock that the Company may be required to
issue to the ALS Trusts under the Stock Purchase Agreements during
the next sixty (60) days. If the ALS Trust owns any of the 1,500,000
shares of Common Stock paid to the ALS Trust under the Stock Purchase
Agreement at the end of eighteen (18) months from the June 1, 1999
closing date (the "Guarantee Period") and the market value per share
of Common Stock at the end of the Guarantee Period is less than $2.00
per share, the Company will pay to the ALS Trust, within ten (10)
business days after the end of the Guarantee Period, an amount equal
to the sum determined by multiplying the number of shares of Common
Stock issued to the ALS Trust under the Stock Purchase Agreement that
are still owned by the ALS Trust at the end of the Guarantee Period
by $2.00 less the market value of such shares of Common Stock owned
by the trust at the end of the Guaranteed Period, with such amount,
if any, payable by the Company, at the Company's option, in cash or
in Common Stock, or a combination thereof. The total number of
shares of Common Stock issued or to be issued under the Stock
Purchase Agreements for any reason whatsoever shall not exceed
eighteen percent (18%) of the number of issued and outstanding shares
of Common Stock on the date immediately preceding the June 1, 1999
closing date. Under the Company's loan agreement, the Company may
only pay any such excess amount at the end of the Guarantee Period
in Common Stock unless the lender agrees otherwise. As of June 1,
1999, the Company had issued and outstanding 20,211,215 shares of
Common Stock, and as of November 3, 2000, the closing price of the
Company's per share Common Stock as quoted on the NASDAQ was $1.875.
The business address for Mr. Sullivan and the ALS Trust, for the
purposes hereof, is c/o Perma-Fix Environmental Services, Inc., 1940
N.W. 67th Place, Gainesville, Florida 32653.

(4) Includes 6,732,780 shares that RBB Bank owns and 3,306,250 shares
that RBB Bank has the right to acquire within 60 days from the date
of this proxy statement under certain warrants that are exercisable.
The warrants are exercisable at exercise prices ranging from $1.50
to $3.50 per share of Common Stock. As of November 3, 2000, the
closing price per share of Common Stock was $1.875. RBB Bank has
advised the Company that it is holding these shares on behalf of
numerous clients. As a result, RBB Bank may share voting and
investment power over such shares. Also included, RBB Bank owns
three (3) series of the Company's outstanding preferred stock
consisting of 1,769 shares of Series 14 Class N Convertible Preferred
Stock ("Series 14 Preferred"), 616 shares of Series 15 Class O
Convertible Preferred Stock ("Series 15 Preferred") and 1,802 shares
of Series 16 Class P Convertible Preferred Stock ("Series 16
Preferred") (collectively, the RBB Preferred") that RBB Bank acquired
from the Company. If the conversion of the currently outstanding RBB
Preferred occurs between April 20, 2000 and April 20, 2001, then the
(i) Series 14 Preferred, which during this period has a set
conversion price of $1.50 per share of Common Stock, is convertible
into 1,179,333 shares of Common Stock, (ii) Series 15 Preferred,
which during this period has a minimum conversion price of $1.50 per
share of Common Stock, is convertible into 410,667 shares of Common
Stock, assuming the conversion is at $1.50 per share of Common Stock
and (iii) Series 16 Preferred, which during this period has a minimum
conversion price of $1.50 per share of Common Stock, is convertible
into 1,201,333 shares of Common Stock, assuming the conversion is at
$1.50 per share of Common Stock. If RBB Bank were to acquire an
aggregate of 2,791,333 shares of Common Stock upon conversion of the
outstanding shares of the RBB Preferred based on a conversion price
of $1.50 per share of Common Stock and were to exercise all of the
outstanding warrants to acquire Common Stocks which are held by RBB
Bank, RBB Bank would own 45.94% of the outstanding Common Stock

-12-
<PAGE>
assuming that the Company does not issue any other shares of Common
Stock or acquire any of the RBB Preferred or the Common Stock and RBB
Bank does not sell or otherwise dispose of any shares of Common
Stock. Does not include the shares of Common Stock which may be
issuable for payment of dividends on the RBB Preferred. See
"Potential Change in Control" and "Certain Relationships and Related
Transactions." RBB Bank's address is Burgring 16, 8010 Graz, Austria.
RBB Bank has advised the Company that it is a banking institution
regulated by the banking regulations of Austria and which holds the
Company's securities on behalf of numerous clients. Therefore, RBB
Bank does not believe it is required to file reports under Section
16(a) or Section 13(d) of the Exchange Act. See "Section 16(a)
Beneficial Ownership Reporting Compliance."
</FN>
</TABLE>
Security Ownership of Management
<TABLE>
<CAPTION>
The following table sets forth information as to the shares of voting
securities beneficially owned as of October 20, 2000, by each
Director and Named Executive Officers of the Company listed in the
Summary Compensation table and all Directors and executive officers
of the Company as a group. Beneficial ownership by the Company's
stockholders has been determined in accordance with the rules
promulgated under Section 13(d) of the Exchange Act. A person is
deemed to be a beneficial owner of any voting securities for which
that person has the right to acquire beneficial ownership within
sixty (60) days. All voting securities are owned both of record and
beneficially unless otherwise indicated.

Name Number of Shares of Percentage
of Common Stock of
Beneficial Owner Beneficially Owned Common Stock(1)
________________ __________________ ____________
<S> <C> <C>
Dr. Louis F. Centofanti(2)(3) 1,124,697(3) 5.07%

Mark A. Zwecker(2)(4) 227,876(4) 1.04%

Jon Colin(2)(5) 50,249(5) *

Thomas P. Sullivan(2)(6) 1,525,889(2)(6) 6.98%

Richard T. Kelecy(2)(7) 122,300(7) *

Timothy Kimball(2)(8) 79,711(8) *

Roger Randall(2)(9) 94,000(9) *

Bernhardt Warren(2)(10) 133,109(10) *

Directors and Executive Officers 3,357,831 14.87%
as a Group (8 persons)

<FN>
*Indicates beneficial ownership of less than one percent (1%).

(1) See footnote (1) of the table under "Security Ownership of Certain
Beneficial Owners."

(2) The business address of such person, for the purposes hereof, is
Perma-Fix Environmental Services, Inc., 1940 N.W. 67th Place,
Gainesville, Florida 32653.

(3) See footnote (2) of the table under "Security Ownership of Certain
Beneficial Owners."

(4) Mr. Zwecker has sole voting and investment power over these shares
which include: (i) 177,994 shares of Common Stock held of record
by Mr. Zwecker; (ii) 14,882 options to purchase Common Stock
granted pursuant to the 1991 Performance Equity Plan; (iii) 5,000
options to purchase Common Stock pursuant to the 1993 Non-
qualified Stock Option Plan, which are immediately exercisable;
and (iv) options to purchase 30,000 shares granted pursuant to the
1992 Outside Directors Stock Option and Incentive Plan which are
immediately exercisable.

(5) Mr. Colin has sole voting and investment power over these shares
which include: (i) 20,249 shares held of record by Mr. Colin, and
(ii) options to purchase 30,000 shares granted pursuant to the
1992 Outside Directors Stock Option and Incentive Plan which are
immediately exercisable.

(6) See footnote (3) of the table under "Security Ownership of Certain
Beneficial Owners."

-13-
<PAGE>
(7) Mr. Kelecy has sole voting and investment power over 8,300 shares
of Common Stock held of record by Mr. Kelecy and 114,000 options
to purchase Common Stock granted pursuant to the 1993 Non-
qualified Stock Option Plan. Does not include options to purchase
96,000 shares of Common Stock granted pursuant to the 1993 Non-
qualified Stock Option Plan which are not exercisable within sixty
(60) days.

(8) Mr. Kimball has sole voting and investment power over these shares
which include: (i) 6,828 shares held of record by Mr. Kimball,
(ii) 14,883 options to purchase Common Stock granted pursuant to
the 1991 Performance Equity Plan, and (iii) 58,000 options to
purchase Common Stock pursuant to the 1993 Non-qualified Stock
Option Plan, which are immediately exercisable. Does not include
options to purchase 37,000 shares of Common Stock granted pursuant
to the 1993 Non-qualified Stock Option Plan which are not
exercisable within sixty (60) days.

(9) Mr. Randall has sole voting and investment power over these shares
which include: (i) 94,000 options to purchase Common Stock
pursuant to the 1993 Non-qualified Stock Option Plan, which are
immediately exercisable. Does not include options to purchase
96,000 shares of Common Stock granted pursuant to the 1993 Non-
qualified Stock Option Plan which are not exercisable within sixty
(60) days.

(10) Mr. Warren has sole voting and investment power over these shares
which include 105,109 shares held by record by Mr. Warren and
28,000 options to purchase Common Stock granted pursuant to the
1993 Non-qualified Stock
Option Plan. Does not include options to purchase 47,000 shares
of Common Stock granted pursuant to the 1993 Non-qualified Stock
Option Plan which are not exercisable within sixty (60) days.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Chemical Conservation Corporation, Chemical Conservation of Georgia,
Inc. and Chem-Met Services, Inc.
Thomas P. Sullivan, Ann L. Sullivan, and the Sullivan Trust:

On May 27, 1999, (i) the Company, CCC, CCG, The Thomas P. Sullivan
Living Trust, dated September 6, 1978 ("TPS Trust"); The Ann L.
Sullivan Living Trust, dated September 6, 1978 ("ALS Trust"); Thomas
P. Sullivan, an individual ("Mr. Sullivan"); and Ann L. Sullivan, an
individual ("ALS"), entered into a Stock Purchase Agreement ("Chem-
Con Stock Purchase Agreement"), wherein the Company purchased all of
the outstanding capital stock of CCC and CCG from the ALS Trust
pursuant to the terms of the Chem-Con Stock Purchase Agreement, and
(ii) the Company, CM, the TPS Trust, the ALS Trust, Mr. Sullivan and
ALS entered into a Stock Purchase Agreement ("Chem-Met Stock Purchase
Agreement"), whereby the Company purchased all of the outstanding
capital stock of CM from the TPS Trust pursuant to the terms of the
Chem-Met Stock Purchase Agreement. The Chem-Con Stock Purchase
Agreement and the Chem-Met Stock Purchase Agreement are collectively
referred to as the "Stock Purchase Agreements." The TPS Trust and
the ALS Trust are collectively referred to as the "Sullivan Trusts."
Mr. Sullivan and ALS are husband and wife.

Under the terms of the Stock Purchase Agreements, the purchase price
paid by the Company in connection with the acquisition of CCC, CCG
and CM was $8,700,000, consisting of (i) $1,000,000 in cash paid at
closing, (ii) three promissory notes ("Promissory Notes"), in the
aggregate amount of $4,700,000, to be paid in equal monthly
installments of principal and interest of approximately $90,276.96
over five years and having an interest rate of 5.5% for the first
three years and 7% for the remaining two years, with payment of such
Promissory Notes being guaranteed by CM under a non-recourse
guaranty, which non-recourse guaranty is secured by certain real
estate owned by CM, and (iii) $3,000,000 paid in the form of
1,500,000 shares of Common Stock, paid to the ALS Trust at closing;
however, if the ALS Trust owned any of such shares of Common Stock
at the end of eighteen (18) months from the June 1, 1999, closing
date (the "Guarantee Period") and the market value (as determined
below) per share of Common Stock at the end of the Guarantee Period
is less than $2.00 per share, the Company had agreed to pay the ALS
Trust, within ten (10) business days after the end of the Guarantee
Period, an amount equal to the sum determined by multiplying the
number of shares of Common Stock issued to the ALS Trust under the
Stock Purchase Agreements that are still owned by the ALS Trust at
the end of the Guarantee Period by $2.00 less the market value (as
determined below) of such shares of Common Stock owned by the ALS
Trust at the end of the Guarantee Period, with such amount, if any,
payable by the Company to the ALS Trust, at the Company's option, in
cash or in Common Stock or a combination thereof. Notwithstanding
anything to the contrary, the aggregate number of shares of Common
Stock issued or issuable under the Stock Purchase Agreements for any
reason whatsoever shall not exceed eighteen percent (18%) of the
number of issued and outstanding shares of Common Stock on the date
immediately preceding the June 1, 1999, closing date. The market
value of each share of Common Stock at the end of the Guarantee
Period shall be determined based on the average of the closing sale
price per share of Common Stock as reported on the NASDAQ SmallCap
Market ("NASDAQ") for the five (5) consecutive trading days ending
with the trading day immediately prior to the end of the Guarantee

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<PAGE>
Period. Under the Company's loan agreement, the Company may only
pay any such amount due the ALS Trust at the end of the Guarantee
Period in Common Stock unless the lender agrees that the Company may
satisfy all or part of such in cash.

Pursuant to the terms of the Stock Purchase Agreements, for a period
of thirty (30) calendar days prior to the end of the Guarantee
Period, (i) the TPS Trust, ALS Trust, Mr. Sullivan and ALS shall not,
directly or indirectly, or in conjunction with or through any other
person, firm, corporation, entity, partnership, company or
association, sell or dispose of or otherwise transfer any shares of
Common Stock, or other securities of the Company, and (ii) the
Company shall not, and shall cause its directors to not, buy or
otherwise acquire any shares of Common Stock over the NASDAQ (other
than in connection with the exercise of any outstanding warrants or
the conversion of any outstanding options or convertible securities
of the Company, or in connection with an underwritten public offering
of Common Stock).

In connection with the Stock Purchase Agreements, the ALS Trust, the
TPS Trust, ALS and Mr. Sullivan agreed that for a period of two (2)
years from the date of Closing, none of them shall without the prior
consent of the Board of Directors of the Company (i) acquire or
permit any of their affiliates to acquire beneficial ownership of any
voting securities of the Company or any rights or option to acquire
voting securities of the Company or any securities convertible into
any voting securities of the Company, with the exception that Michael
F. Sullivan and Patrick Sullivan, sons of Mr. Sullivan and ALS, may
acquire shares of Common Stock; (ii) solicit, or encourage any
solicitation of, or permit any of their affiliates to solicit, or
encourage any solicitation of, (a) proxies with respect to voting
securities of the Company, or (b) tender or exchange offers for
voting securities of the Company or (c) any election contest relating
to the election of directors of the Company; or (iii) take any action
to acquire or affect the control of the Company, except that under
the Stock Purchase Agreements, it is recognized that the Sullivan
Trusts have the right to select one nominee to the Board of Directors
of the Company under certain limited conditions. In connection with
the closing of the Stock Purchase Agreements, a new seat was created
on the Board of Directors of the Company and Mr. Sullivan was
appointed to fill such vacant seat. Mr. Sullivan was also appointed
at such time to the Stock Option and Compensation Committee.

The cash portion of the purchase price for CCC, CCG and CM were
obtained through borrowing from the Company's primary lender. In
connection with the closing, using funds borrowed from the Company's
primary lender, the Company paid an aggregate of approximately
$3,842,560 to satisfy certain obligations of Chem-Met.

The principal businesses of CCC, CCG and CM are the collection,
treatment, and recycling of industrial and hazardous waste, including
waste oils, water and miscellaneous solid waste. CCC operates a
permitted treatment and storage facility and transfer station that
also serves as the base for a private trucking fleet; CCG treats
hazardous waste and recycles solvents and CM treats and stabilizes
inorganic wastes and maintains a government services division that
is focused principally on the Defense Revitalization and Marketing
Services market. The Company intends to continue using the CCC, CCG
and CM facilities for substantially the same purposes as such were
being used prior to the acquisition by the Company.

Certain claims have been made against CM, CCC and/or CCG after the
closing of the acquisition by the Company of these companies relating
to matters arising prior to the acquisition. The Company is
presently evaluating whether it has any claims against Mr. Sullivan
and/or members of his immediate family as a result of these claims
under the terms of the Stock Purchase Agreements.

RBB Bank Aktiengesellschaft:

On July 17, 1996, the Company issued to RBB Bank 5,500 shares of
newly-created Series 3 Class C Convertible Preferred Stock ("Series
3 Preferred") at a price of $1,000 per share, for an aggregate sales
price of $5,500,000. As part of the sale of the Series 3 Preferred,
the Company also issued to RBB Bank two (2) Common Stock purchase
warrants entitling RBB Bank to purchase, after December 31, 1996,
until July 18, 2001, an aggregate of up to 2,000,000 shares of Common
Stock, with 1,000,000 shares exercisable at an exercise price equal
to $2.00 per share and 1,000,000 shares exercisable at an exercise
price equal to $3.50 per share. The sale to RBB Bank of the Series
3 Preferred was made in a private placement under Sections 4(2)
and/or 3(b) and/or Rule 506 of Regulation D under the Securities Act
of 1933, as amended (the "Securities Act"). The Series 3 Preferred
accrues dividends on a cumulative basis at a rate of six percent (6%)
per annum, and is payable semiannually when and as declared by the
Board of Directors. Dividends shall be paid, at the Company's
option, in the form of cash or Common Stock. The holder of the
Series 3 Preferred could convert the Series 3 Preferred into Common
Stock of the Company based on the product of (i) the average closing
bid quotation for the five (5) trading days immediately preceding the
conversion date multiplied by (ii) seventy-five percent (75%). The
conversion price was a minimum of $.75 per share or a maximum of
$1.50 per share, with the minimum conversion price to be reduced by
$.25 per share each time, if any, after July 1, 1996, the Company
sustained a net loss, on a consolidated basis, in each of two (2)

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<PAGE>
consecutive quarters. At no time shall a quarter that has already
been considered in such determination be considered in any subsequent
determination. As a result of the net loss recorded for each of the
two consecutive quarters (first and second quarter of 1997) the
minimum conversion price was reduced by $.25 per share to $.50 per
share, effective July 1, 1997. The Common Stock issuable on the
conversion of the Series 3 Preferred was subject to certain
registration rights pursuant to the subscription agreement. The
accrued dividends for the period January 1, 1999 through December 31,
1999, in the amount of approximately $146,000 were paid in the form
of 79,422 shares of Common Stock of the Company of which 46,781
shares of Common Stock of the Company were issued in February 2000
and approximately $40,000 in the form of cash.

On or about June 11, 1997, the Company issued to RBB Bank 2,500
shares of newly-created Series 4 Class D Convertible Preferred Stock,
par value $.001 per share ("Series 4 Preferred"), at a price of
$1,000 per share, for an aggregate sales price of $2,500,000. The
sale to RBB Bank was made in a private placement under Sections 4(2)
and/or 3(b) and/or Rule 506 of Regulation D under the Securities Act,
pursuant to the terms of a Subscription and Purchase Agreement, dated
June 9, 1997, between the Company and RBB Bank ("Subscription
Agreement"). The Series 4 Preferred had a liquidation preference over
the Company's Common Stock, par value $.001 per share ("Common
Stock"), equal to $1,000 consideration per outstanding share of
Series 4 Preferred (the "Liquidation Value"), plus an amount equal
to all unpaid dividends accrued thereon. The Series 4 Preferred
accrued dividends on a cumulative basis at a rate of four percent
(4%) per annum of the Liquidation Value ("Dividend Rate"), and was
payable semiannually when and as declared by the Board of Directors.
No dividends or other distributions could be paid or declared or set
aside for payment on the Company's Common Stock until all accrued and
unpaid dividends on all outstanding shares of Series 4 Preferred were
paid or set aside for payment. Dividends were paid, at the Company's
option, in the form of cash or Common Stock. If the Company paid
dividends in Common Stock, such were payable in the number of shares
of Common Stock equal to the product of (a) the quotient of (i) four
percent (4%) of $1,000 divided by (ii) the average of the closing bid
quotation of the Common Stock as reported on the NASDAQ for the five
trading days immediately prior to the applicable dividend declaration
date, times (b) a fraction, the numerator of which is the number of
days elapsed during the period for which the dividend was paid and
the denominator of which is 365.

The Series 4 Preferred was convertible into Common Stock at a
conversion price per share of the lesser of (a) the product of the
average closing bid quotation for the five (5) trading days
immediately preceding the conversion date multiplied by eighty
percent (80%) or (b) $1.6875. The Company had the option to redeem
the shares of Series 4 Preferred (a) between June 11, 1998, and June
11, 2001, at a redemption price of $1,300 per share if at any time
the average closing bid price of the Common Stock for ten consecutive
trading days is in excess of $4.00, and (b) after June 11, 2001, at
a redemption price of $1,000 per share. The holder of the Series 4
Preferred had the option to convert the Series 4 Preferred prior to
redemption by the Company.

As part of the sale of the Series 4 Preferred, the Company also
issued to RBB Bank two Common Stock purchase warrants (collectively,
the "Series 4 Warrants") entitling RBB Bank to purchase, after
December 31, 1997, and until June 9, 2000, an aggregate of up to
375,000 shares of Common Stock, subject to certain anti-dilution
provisions, with 187,500 shares exercisable at a price equal to $2.10
per share and 187,500 shares exercisable at a price equal to $2.50
per share. A certain number of shares of Common Stock issuable on the
conversion of the Series 4 Preferred and on the exercise of the
Warrants are subject to certain registration rights pursuant to the
Subscription Agreement.

Effective September 16, 1997, the Company entered into an Exchange
Agreement with RBB Bank ("Series 4 Exchange Agreement") which
provided that the 2,500 shares of Series 4 Preferred and the Series
4 Warrants were tendered to the Company in exchange for (i) 2,500
shares of a newly created Series 6 Class F Preferred Stock, par value
$.001 per share ("Series 6 Preferred"), (ii) two warrants each to
purchase 187,500 shares of Common Stock exercisable at $1.8125 per
share, and (iii) one warrant to purchase 281,250 shares of Common
Stock exercisable at $2.125 per share (collectively, the "Series 6
Warrants"). The Series 6 Warrants are for a term of three (3) years
and may be exercised at any time after December 31, 1997, and until
June 9, 2000.

The conversion price of the Series 6 Preferred was $1.8125 per share,
unless the closing bid quotation of the Common Stock was lower than
$2.50 in twenty (20) out of any thirty (30) consecutive trading days
after March 1, 1998, in which case, the conversion price per share
was to be the lesser of (A) the product of the average closing bid
quotation for the five (5) trading days immediately preceding the
conversion date multiplied by eighty percent (80%) or (B) $1.8125.
The remaining terms of the Series 6 Preferred were substantially the
same as the terms of the Series 4 Preferred. No shares of the Series
6 Preferred were converted.

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<PAGE>
Effective February 28, 1998, the Company entered into an Exchange
Agreement with RBB Bank (the "Series 6 Exchange Agreement"), which
provided that the 2,500 shares of Series 6 Preferred were tendered
to the Company in exchange for 2,500 of a newly-created Series 8
Class H Preferred Stock, par value $.001 per share ("Series 8
Preferred"). The exchange was made in an exchange offer exempt from
registration pursuant to Section 3(a)(9) of the Securities Act,
and/or Section 4(2) of the Securities Act and/or Regulation D as
promulgated under the Securities Act. The Series 8 Preferred was
issued to RBB Bank during July 1998.

The rights under the Series 8 Preferred were the same as the rights
under the Series 6 Preferred, except for the conversion price. The
Series 8 Preferred was convertible at $1.8125 per share, except that,
in the event the average closing bid price reported in the over-the-
counter market, or the closing sale price if listed on a national
securities exchange for the five (5) trading days prior to a
particular date of conversion, were less than $2.50, the conversion
price for only that particular conversion was to be the average of
the closing bid quotations of the Common Stock as reported on the
over-the-counter market, or the closing sale price if listed on a
national securities exchange, for the five (5) trading days
immediately proceeding the date of such particular conversion notice
provided by the holder to the Company multiplied by 80%.

The terms of the Series 8 Preferred included a liquidation preference
over the Company's Common Stock equal to $1,000 consideration per
outstanding share of Series 8 Preferred (the "Series 8 Liquidation
Value"), plus an amount equal to all accrued and unpaid dividends.
The Series 8 Preferred accrued dividends on a cumulative basis at a
rate of four percent (4%) per annum of the Series 8 Liquidation Value
("Series 8 Dividend Rate"), and were payable semiannually when and
as declared by the Board of Directors. No dividends or other
distributions could be paid or declared or set aside for payment on
the Company's Common Stock until all accrued and unpaid dividends on
all outstanding shares of Series 8 Preferred were paid or set aside
for payment. Dividends could be paid, at the option of the Company,
in the form of cash or Common Stock of the Company. If the Company
paid dividends in Common Stock, such were payable in the number of
shares of Common Stock equal to the product of (a) the quotient of
(i) the Series 8 Dividend Rate divided by (ii) the average of the
closing bid quotation of the Common Stock as reported on the NASDAQ
for the five trading days immediately prior to the date the dividend
is declared, times (b) a fraction, the numerator of which is the
number of days elapsed during the period for which the dividend is
to be paid and the denominator of which is 365. The Series 6
Warrants were not affected by the Series 6 Exchange Agreement.

On or about June 30, 1998, the Company issued to RBB Bank, 3,000
shares of newly-created Series 10 Class J Convertible Preferred
Stock, par value $.001 per share ("Series 10 Preferred"), at a price
of $1,000 per share, for an aggregate sales price of $3,000,000. The
sale to RBB Bank was made in a private placement under Section 4(2)
of the Securities Act and/or Rule 506 of Regulation D under the
Securities Act, pursuant to the terms of a Subscription and Purchase
Agreement, dated June 30, 1998 between the Company and RBB Bank
("Series 10 Subscription Agreement"). The net proceeds of $2,653,000
from this private placement, after the deduction for certain fees and
expenses, was received by the Company on July 14, 1998. The Series
10 Preferred had a liquidation preference over the Company's Common
Stock, par value $.001 per share ("Common Stock"), equal to $1,000
consideration per outstanding share of Series 10 Preferred (the
"Liquidation Value"), plus an amount equal to all unpaid and accrued
dividends thereon. The Series 10 Preferred accrued dividends on a
cumulative basis at a rate of four percent (4%) per annum of the
Liquidation Value ("Dividend Rate"), which were payable semiannually
within ten (10) business days after each subsequent June 30 and
December 31 (each a "Dividend Declaration Date"), and were payable
in cash or shares of the Company's Common Stock at the Company's
option. The first Dividend Declaration Date was December 31, 1998.
No dividends or other distributions could be paid or declared or set
aside for payment on the Company's Common Stock until all accrued and
unpaid dividends on all outstanding shares of Series 10 Preferred
were paid or set aside for payment. Dividends could be paid, at the
option of the Company, in the form of cash or Common Stock of the
Company. If the Company paid dividends in Common Stock, such were
payable in the number of shares of Common Stock equal to the product
of (a) the quotient of (i) the Dividend Rate divided by (ii) the
average of the closing bid quotation of the Common Stock as reported
on the NASDAQ for the five trading days immediate prior to the date
the dividend was declared, times (b) a fraction, the numerator of
which is the number of days elapsed during the period for which the
dividend is to be paid and the denominator of which is 365.

The holder of the Series 10 Preferred could convert into Common Stock
any or all of the Series 10 Preferred on and after 180 days after
June 30, 1998 (December 28, 1998). The conversion price per
outstanding share of Preferred Stock ("Series 10 Conversion Price")
was $1.875; except that if the average of the closing bid price per
share of Common Stock quoted on the NASDAQ (or the closing bid price
of the Common Stock as quoted on the national securities exchange if
the Common Stock is not listed for trading on the NASDAQ but was
listed for trading on a national securities exchange) for the five
(5) trading days immediately prior to the particular date on which
the holder notified the Company of a conversion ("Series 10
Conversion Date") was less than $2.34, then the Series 10 Conversion
Price for that particular conversion was to be eighty percent (80%)
of the average of the closing bid price of the Common Stock on the
NASDAQ (or if the Common Stock was not listed for trading on the
NASDAQ but is listed for trading on a national securities exchange

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<PAGE>
then eighty percent (80%) of the average of the closing bid price of
the Common Stock on the national securities exchange) for the five
(5) trading days immediately prior to the particular Series 10
Conversion Date. During 1999, 748 shares of the Series 10 Preferred
were converted into 971,429 shares of Common Stock.

As part of the sale of the Series 10 Preferred, the Company also
issued to RBB Bank (a) a warrant entitling the holder to purchase up
to an aggregate of 150,000 shares of Common Stock at an exercise
price of $2.50 per share of Common Stock expiring three (3) years
after June 30, 1998 and (b) a warrant entitling the holder to
purchase up to an aggregate of 200,000 shares of Common Stock at an
exercise price of $1.875 per share of Common Stock and expiring three
(3) years after June 30, 1998. Collectively, these warrants are
referred to herein as the "Series 10 RBB Warrants." The Common Stock
issuable upon the conversion of the Series 10 Preferred and upon the
exercise of the Series 10 RBB Warrants is subject to certain
registration rights pursuant to the Series 10 Subscription Agreement.

In connection with the placement of Series 10 Preferred to RBB Bank,
the Company paid fees (excluding legal and accounting) of $210,000
and issued to (a) Liviakis Financial Communications, Inc.
("Liviakis") for assistance with the placement of the Series 10
Preferred, warrants entitling the holder to purchase up to an
aggregate of 1,875,000 shares of Common Stock, subject to certain
anti-dilution provisions, at an exercise price of $1.875 per share
of Common Stock which warrants may be exercised after January 15,
1999, and which expire after four (4) years; (b) Robert B. Prag, an
executive officer of Liviakis for assistance with the placement of
the Series 10 Preferred, warrants entitling the holder to purchase
up to an aggregate of 625,000 shares of Common Stock, subject to
certain anti-dilution provisions, at an exercise price of $1.875 per
share of Common Stock, which warrants may be exercised after January
15, 1999, and which expire after four (4) years; (c) JW Genesis
Financial Corporation for assistance with the placement of the Series
10 Preferred, warrants entitling the holder to purchase up to an
aggregate of 150,000 shares of Common Stock, subject to certain anti-
dilution provisions, at an exercise price of $1.875 per share of
Common Stock, which warrants expire after three (3) years; and (d)
Fontenoy Investments for assistance with the placement of the Series
10 Preferred, warrants entitling the holder to purchase up to an
aggregate of 350,000 shares of Common Stock, subject to certain anti-
dilution provisions, at an exercise price of $1.875 per share of
Common Stock, which warrants expire after three (3) years. Under the
terms of each warrant, the holder is entitled to certain registration
rights with respect to the shares of Common Stock issuable on the
exercise of each warrant.

In March 1999, the Company entered into an Exchange Agreement dated
March 19, 1999, with Liviakis and Prag whereby the warrants described
in the preceding paragraph for the purchase of 2,500,000 shares of
Common Stock (1,875,000 and 625,000 respectively) were canceled and
exchanged for 200,000 shares of Common Stock.

July 1999 Exchange Agreements:

On July 15, 1999, the Company and RBB Bank entered into (i) an
Exchange Agreement, dated July 15, 1999 ("Series 3 Exchange
Agreement"), pursuant to which the 1,769 outstanding shares of Series
3 Preferred, all of which were held by RBB Bank, were exchanged for
an equal number of shares of newly created Series 11 Class K
Convertible Preferred Stock par value $.001 per share ("Series 11
Preferred"); (ii) an Exchange Agreement, dated July 15, 1999 ("Series
8 Exchange Agreement"), pursuant to which the outstanding shares of
Series 8 Preferred, all of which were held by RBB Bank, were
exchanged for an equal number of shares of newly created Series 12
Class L Convertible Preferred Stock, par value $.001 per share
("Series 12 Preferred"); and (iii) an Exchange Agreement, dated July
15, 1999 ("Series 10 Exchange Agreement"), pursuant to which the
outstanding shares of Series 10 Preferred Stock, all of which were
held by RBB Bank, were exchanged for an equal number of shares of
newly created Series 13 Class M Convertible Preferred Stock, par
value $.001 per share ("Series 13 Preferred").

The exchanges of the Series 11 Preferred, Series 12 Preferred, and
Series 13 Preferred to RBB Bank were made in private placements under
Section 4(2) and/or Section 3(a)(9) of the Securities Act. The terms
of the newly issued securities are substantially the same as the
series for which each was exchanged with the exception of certain
differences as described hereafter.

Redemption Terms of Series 8 Preferred and Series 12 Preferred:

The Series 8 Preferred was redeemable by the Company (a) within four
(4) years from June 9, 1997 at $1,300 per share when the average of
the closing bid price of the Common Stock for ten (10) consecutive
days is in excess of $4.00 per share as quoted on the NASDAQ and (b)
at $1,000 per share after four years from June 9, 1997. The Company
had to provide thirty (30) day's notice to the Series 8 Preferred
holder prior to any date stipulated by the Company for redemption and
at such time, the Series 8 Preferred holder has the option of
converting the shares which are to be redeemed.

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<PAGE>
Under the terms of the Series 12 Preferred, the Company is permitted
to redeem up to 300 shares of Series 12 Preferred for $1,000 per
share, or an aggregate of $300,000, provided that any such redemption
must occur within 120 days of issuance of the Series 12 Preferred.
On July 15, 1999, the Company redeemed 300 shares of Series 12
Preferred leaving 616 shares of Series 12 Preferred issued and
outstanding.

Redemption Terms of Series 10 Preferred and Series 13 Preferred:

The Series 10 was not redeemable by the Company. Under the terms of
the Series 13 Preferred, the Company is permitted to redeem up to 450
shares of Series 13 Preferred for $1,000 per share, or an aggregate
of $450,000, provided that any such redemption must occur within 120
days of issuance of the Series 13 Preferred. On July 15, 1999, the
Company redeemed 450 shares of Series 13 Preferred leaving 1,802
shares of Series 13 Preferred issued and outstanding.

Other Differences:

In addition to the different redemption terms for the Series 12
Preferred and the Series 13 Preferred described above, the Series 11
Preferred, Series 12 Preferred and Series 13 Preferred (collectively,
the "July 1999 Exchange Preferred") each contain provisions,
described hereafter, which are different from those provisions in the
Series 3 Preferred, Series 8 Preferred and Series 10 Preferred, as
applicable.

* RBB Bank may make no conversions of the July 1999 Exchange
Preferred for 12 months from July 15, 1999.

* Each of the July 1999 Exchange Preferred has a minimum conversion
price of $1.50 per share for a 24-month period from July 15, 1999.

* For 12 months from July 15, 1999, the Company may redeem at any
time and from time to time any of the July 1999 Exchange Preferred
held by RBB Bank at 110% of its "stated value" of $1,000 per
share. Thereafter, the Company may redeem at any time and from
time to time any of such July 1999 Exchange Preferred at 120% of
its "stated value" of $1,000 per share. After 12 months from July
15, 1999, upon any notice of redemption, RBB shall have only 5
business days to exercise its conversion rights regarding the
redeemed shares. For 12 months from July 15, 1999, RBB Bank
cannot elect to convert shares of July 1999 Exchange Preferred
even if the Company redeems such shares of July 1999 Exchange
Preferred.

August 1999 Exchange Agreements:

On August 3, 1999, the Company and RBB Bank entered into (i) an
Exchange Agreement, dated August 3, 1999 ("Series 11 Exchange
Agreement"), pursuant to which the 1,769 outstanding shares of Series
11 Preferred, all of which were held by RBB Bank, were exchanged for
an equal number of shares of newly created Series 14 Class N
Convertible Preferred Stock par value $.001 per share ("Series 14
Preferred"); (ii) an Exchange Agreement, dated August 3, 1999
("Series 12 Exchange Agreement"), pursuant to which the 616
outstanding shares of Series 12 Preferred, all of which were held by
RBB Bank, were exchanged for an equal number of shares of newly
created Series 15 Class O Convertible Preferred Stock, par value
$.001 per share ("Series 15 Preferred"); and (iii) an Exchange
Agreement, dated August 3, 1999 ("Series 13 Exchange Agreement"),
pursuant to which the 1,802 outstanding shares of Series 13 Preferred
Stock, all of which were held by RBB Bank, were exchanged for an
equal number of shares of newly created Series 16 Class P Convertible
Preferred Stock, par value $.001 per share ("Series 16 Preferred").

The exchange of the Series 14 Preferred, Series 15 Preferred, and
Series 16 Preferred (collectively, the "August 1999 Exchange
Preferred") to RBB Bank were made in private placements under Section
4(2) and/or Section 3(a)(9) of the Securities Act. The terms of each
of the August 1999 Exchange Preferred are substantially identical to
the particular July 1999 Exchange Preferred for which each was
exchanged except that the July 15 dates as described above in
connection with the July 1999 Exchange Preferred were changed to
April 20 and certain registration rights were granted regarding the
shares of Common Stock issuable under the August 1999 Exchange
Preferred. Therefore, (i) RBB Bank may make no conversions of the
August 1999 Exchange Preferred for 12 months from April 20, 1999;
(ii) each of the August 1999 Exchange Preferred has a minimum
conversion price of $1.50 per share for a 24-month period from April
20, 1999; (iii) for 12 months from April 20, 1999, the Company may
redeem at any time and from time to time any of the August 1999
Exchange Preferred held by RBB Bank at 110% of its "stated value" of
$1,000 per share; and (iv) if the Company does not register with the
Commission the Common Stock issuable upon conversion of the August
1999 Exchange Preferred by January 31, 2000, the Company agrees to
pay to RBB Bank a penalty in an amount equal to two percent of the
product of (a) the number of shares of such August 1999 Exchange
Preferred then outstanding times (b) $1,000, payable in cash. The

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<PAGE>
Company further agreed that for each month thereafter which
terminates without such registration statement being declared
effective by the Commission before the end of the last day thereof,
the Company shall pay to RBB Bank a penalty in an amount equal to two
percent of the product of (a) the number of shares of August 1999
Exchange Preferred then outstanding times (b) $1,000, payable in
cash. After twelve months from April 20, 1999, the Company may redeem
at any time and from time to time any of such August 1999 Exchange
Preferred at 120% of its "stated value" of $1,000 per and, upon any
notice of redemption, RBB Bank shall have five business days to
exercise its conversion rights regarding the redeemed shares. During
the 12 months after April 20, 1999, RBB Bank cannot elect to convert
shares of August 1999 Exchange Preferred even if the Company redeems
such shares of August 1999 Exchange Preferred.

The accrued dividends for the Series 3 Preferred, Series 11 Preferred
and Series 14 Preferred for the period January 1, 1999, through June
30, 1999, were paid in August 1999 in the form of 32,641 shares of
Common Stock and approximately $40,000 in the form of cash. The
accrued dividends for the Series 3 Preferred, Series 11 Preferred and
Series 14 Preferred for the period July 1, 1999, through December 31,
1999, were paid in February 2000 in the form of 46,781 shares of
Common Stock.

The accrued dividends for the Series 8 Preferred, Series 12 Preferred
and Series 15 Preferred for the period January 1, 1999, through June
30, 1999, were paid in August 1999 in the form of 7,578 shares of
Common Stock and approximately $25,000 in the form of cash. The
accrued dividends for the Series 8 Preferred, Series 12 Preferred and
Series 13 Preferred for the period July 1, 1999, through December 31,
1999, were paid in February 2000 in the form of 10,860 shares of
Common Stock. Regarding the Series 8 Preferred, the Company
recognized a dividend, related to the beneficial conversion feature,
in the total amount of $798,000, which was recorded in 1997.

The accrued dividends for the Series 10 Preferred, Series 13
Preferred and Series 16 Preferred for the period January 1, 1999,
through June 30, 1999, were paid in August 1999 in the form of 22,167
shares of Common Stock and approximately $19,000 in the form of cash.
The accrued dividends for the Series 10 Preferred, Series 13
Preferred and Series 15 Preferred for the period July 1, 1999,
through December 31, 1999, were paid in February 2000 in the form of
31,769 shares of Common Stock. Regarding the Series 10 Preferred,
the Company recognized a dividend, related to the beneficial
conversion feature, in the total amount of $750,000, with
approximately $383,000 recorded in the third quarter of 1998 and
$367,000 recorded in the fourth quarter of 1998.

Liviakis Financial Communications:

In connection with the placement of Series 10 Preferred to RBB Bank,
the Company issued to (a) Liviakis Financial Communications, Inc.
("Liviakis") for assistance with the placement of the Series 10
Preferred, warrants entitling the holder to purchase up to an
aggregate of 1,875,000 shares of Common Stock, subject to certain
anti-dilution provisions, at an exercise price of $1.875 per share
of Common Stock which warrants could be exercised after January 15,
1999, and which were to expire after four (4) years and (b) Robert
B. Prag, an executive officer of Liviakis ("Prag"), for assistance
with the placement of the Series 10 Preferred, warrants entitling the
holder to purchase up to an aggregate of 625,000 shares of Common
Stock, subject to certain anti-dilution provisions, at an exercise
price of $1.875 per share of Common Stock, which warrants could be
exercised after January 15, 1999, and which were to expire after four
(4) years.

In March 1999, the Company entered into an Exchange Agreement dated
March 14, 1999, with Liviakis and Prag whereby the warrants described
in the preceding paragraph for the purchase of 2,500,000 shares of
Common Stock (1,875,000 and 625,000 respectively) were canceled and
exchanged for 200,000 shares of Common Stock.

Bridge Loans

During July 2000, the Company entered into a short term bridge loan
agreement to provide the Company and/or a subsidiary certain short
term working capital. The first loan agreement (the "$750,000 RBB
Loan Agreement") was among the Company, a subsidiary of the Company
and RBB Bank. RBB Bank has informed the Company that it entered into
the $750,000 Loan Agreement as agent for certain investors who
provided the funds. Pursuant to the terms of the $750,000 RBB Loan
Agreement, which was entered into on or about July 14, 2000, RBB Bank
loaned $750,000 to a subsidiary of the Company, (the "$750,000 RBB
Note"), having a term until December 31, 2000, in the aggregate
principal amount of $750,000, at an annual rate of 10% interest
thereon with accrued interest and principal due in full upon the
earlier of (i) December 31, 2000 and (ii) the Company entering into
a private placement of its securities yielding in excess of
$3,000,000 to the Company.

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During August, the Company entered into a short term bridge loan
agreement in connection with the Company's acquisition of Diversified
Scientific Services, Inc. ("DSSI"). This loan agreement (the
"$3,000,000 RBB Loan Agreement") was between the Company and RBB
Bank, pursuant to which RBB Bank, acting as agent for certain
investors who provided the funds, loaned (the "$3,000,000 RBB Loan")
the Company the aggregate principal amount of $3,000,000, as
evidenced by a Promissory Note (the "$3,000,000 RBB Promissory Note")
in the face amount of $3,000,000, having a maturity date of November
29, 2000 and bearing an annual interest rate of 12%.

In connection with the $3,000,000 RBB Loan, the Company paid RBB Bank
a fee of $15,000 and issued RBB Bank, as agent for the investors who
loaned the money to the Company, certain warrants (the "Initial RBB
Loan Warrants"), having a term of three (3) years, allowing the
purchase of up to 150,000 shares of the Company's Common Stock, par
value $.001 per share (the "Common Stock"), at an exercise price of
$1.50 per share, with these warrants containing a cashless exercise
provision. Pursuant to the terms of the $3,000,000 RBB Loan
Agreement, if all principal and accrued and unpaid interest under the
$3,000,000 RBB Promissory Note is not paid in full by 5:00 p.m. New
York time

*on October 30, 2000, then the Company shall issue to RBB Bank,
as agent for the investors who loaned the money to the Company,
certain additional warrants, having a term of three (3) years,
allowing the purchase of up to an additional 5,000 shares of Common
Stock for each $100,000 of unpaid principal remaining under the
Promissory Note on such date, at an exercise price equal to the
closing market price of the Common Stock on the NASDAQ on October 30,
2000, with such warrants containing a cashless exercise provision,

*on November 29, 2000, then the Company shall issue to RBB Bank,
as agent for the investors who loaned the money to the Company, a
certain number of shares of Common Stock, with the number of shares
determined by dividing $300,000 by the closing market price of the
Common Stock on the NASDAQ on such date, if shares of Common Stock
have been traded on the NASDAQ on such date, or on the most recent
trading date, if shares of Common Stock have not been traded on the
NASDAQ on such date,

*on the 29th day of each month after November 2000, then the
Company shall issue to RBB Bank, as agent for the investors who
loaned the money to the Company, a certain additional number of
shares of Common Stock, with the number of shares determined by
dividing $300,000 by the closing market price of the Common Stock on
the NASDAQ on such date, if shares of Common Stock have been traded
on the NASDAQ on such date, or on the most recent trading date, if
shares of Common Stock have not been traded on the NASDAQ on such
date.

The shares of Common Stock which may be issued upon exercise of the
warrants issued or which may be issued to RBB Bank, as agent for the
investors who loaned the money to PFMI, pursuant to the terms of the
$3,000,000 RBB Loan Agreement and the $750,000 RBB Loan Agreement and
the additional shares of Common Stock which may be issued to RBB
Bank, as agent for the investors who loaned the money to the Company,
under the $3,000,000 RBB Loan Agreement have not been registered with
the Securities and Exchange Commission (the "Commission"), and RBB
Bank has agreed that such shares of Common Stock, if any, may be
transferred only pursuant to an effective registration statement
under the Securities Act of 1933, as amended, and any applicable
state securities laws unless there is furnished to the Company an
opinion of counsel or other evidence satisfactory to the Company's
counsel, to the effect that such registration is not required.

The Company is currently negotiating with Mr. Herbert Strauss,
Headtrader for RBB Bank, regarding the retention of Mr. Strauss by
the Company for a period of two (2) years to assist the Company with
certain projects in Europe. It is anticipated that Mr. Strauss will
be acting as an independent contractor for the Company, while at the
same time he will serve as a full time employee of RBB Bank.
Pursuant to the anticipated terms of the agreement with Mr. Strauss
(the "Consulting Agreement"), it is anticipated that Mr. Strauss
would receive a warrant to purchase certain shares of Common stock
at the fair market value at date of initial proposal to Mr. Strauss,
if the Consulting Agreement is finalized.

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Potential Change in Control

RBB Bank has the right to acquire an aggregate of approximately
6,097,583 additional shares of Common Stock, consisting of (i)
1,179,333 shares upon conversion of the issued and outstanding Series
14 Preferred (assuming conversion occurs between April 20, 2000 and
April 20, 2001, during which period a set conversion price of $1.50
is in effect) and (ii) 410,667 shares upon conversion of the issued
and outstanding Series 15 Preferred (assuming conversion occurs at
the conversion price of $1.50 per share, which is the minimum
conversion price between April 20, 2000 and April 20, 2001) (iii)
1,201,333 shares upon conversion of the issued and outstanding Series
16 Preferred (assuming conversion occurs at the conversion price of
$1.50 per share which is the minimum conversion price between April
20, 2000 and April 20, 2001) and (iv) 3,306,250 shares upon the
exercise of the RBB Series 3 Warrants, RBB Series 4 Warrants and RBB
Series 10 Warrants. Upon such conversion and exercise, RBB Bank
would own approximately 45.94% of the outstanding shares of Common
Stock of the Company, which includes the 6,732,780 shares of Common
Stock directly held by RBB Bank as of October 20, 2000, but does not
include the shares of Common Stock which are issuable for payment of
dividends on the various series of preferred stock held by RBB Bank
or the shares of Common Stock which may be issued in connection with
the $3,000,000 RBB Loan directly, or upon exercise of warrants which
may be issued in connection with the $3,000,000 RBB Loan. The
foregoing estimate assumes that no other shares of Common Stock are
issued by the Company, no other warrants or options are exercised,
the Company does not acquire additional shares of Common Stock as
Treasury Stock, and RBB Bank does not dispose of any shares of Common
Stock.

If RBB Bank were to acquire the shares of Common Stock as described
in the previous paragraph, RBB Bank will be the largest single
shareholder of the Company, and the Company may not be able to avoid
an actual change in control of the Company if RBB Bank seeks such a
change in control. Moreover, if such conversion and exercise results
in RBB Bank acquiring more than 50% of the then outstanding Common
Stock of the Company, the Company would not be able to avoid a change
in control. The foregoing estimates assume that no other shares of
Common Stock are issued by the Company, no other warrants or options
are exercised, the Company does not acquire additional shares of
Common Stock as Treasury Stock, and RBB Bank does not dispose of any
shares of Common Stock. See "Certain Relationships and Related
Transactions."

PROPOSAL 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Subject to ratification by the Stockholders, the Board of Directors
has reappointed BDO Seidman, LLP ("BDO Seidman") as independent
accountants to audit the consolidated financial statements of the
Company for fiscal year 2000. It is expected that representatives of
BDO Seidman will be present at the annual meeting, will have an
opportunity to make a statement if they desire to do so, and will be
available to answer appropriate questions.

BDO Seidman has been the Company's independent accountant since
December 18, 1996, when the Board of Directors approved the
employment of BDO Seidman as the Company's independent auditors.

During the Company's two most recent fiscal years, and any subsequent
interim period prior to engaging BDO Seidman, neither the Company nor
anyone on its behalf consulted with BDO Seidman regarding either the
application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE REAPPOINTMENT OF BDO SEIDMAN, LLP AS THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.

STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS

Any stockholder who wishes to present a proposal for consideration
at the annual meeting of stockholders to be held in 2001 must submit
such proposal in accordance with the rules promulgated by the
Securities and Exchange Commission. In order for a proposal to be
included in the Company's proxy materials relating to the 2001 Annual
Meeting of Stockholders, the stockholder must submit such proposal
in writing to the Company so that it is received no later than August
3, 2001. Any stockholder proposal submitted with respect to the
Company's 2001 Annual Meeting of Stockholders which proposal is
received by the Company after August 3, 2001 will be considered
untimely for purposes of Rule 14a-4 and 14a-5 under the Exchange Act
and the Company may vote against such proposal using its
discretionary voting authority as authorized by proxy. Such
proposals should be addressed to Richard T. Kelecy, Perma-Fix
Environmental Services, Inc., 1940 N.W. 67th Place, Gainesville,
Florida 32653.

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OTHER MATTERS

Other Business

The Board of Directors has no knowledge of any business to be
presented for consideration at the Meeting other than as described
above. Should any such matters properly come before the Meeting or
any adjournment thereof, the persons named in the enclosed Proxy Card
will have discretionary authority to vote such proxy in accordance
with their best judgment on such matters and with respect to matters
incident to the conduct of the Meeting.

Additional copies of the Annual Report and the Notice of Annual
Meeting of Stockholders, Proxy Statement and accompanying Proxy Card
may be obtained from the Company.

In order to assure the presence of the necessary quorum at the
Meeting, please sign and mail the enclosed Proxy Card promptly in the
envelope provided. No postage is required if mailed within the
United States. The signing of the Proxy Card will not prevent your
attending the Meeting and voting in person, should you so desire.

Annual Report on Form 10-K

The Company will provide, without charge, to each stockholder
solicited to vote at the Meeting, on the written request of the
stockholder, a copy of the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, including the financial statements
and schedules, as filed with the Securities and Exchange Commission.
Each written request must set forth a good faith representation that,
as of the record date, the person making the request was a beneficial
owner of the Company's Common Stock entitled to vote at the Meeting.
Stockholders should direct the written request to the Company's Chief
Financial Officer at 1940 N.W. 67th Place, Suite A, Gainesville,
Florida 32653.

Order of the Board of Directors

Richard T. Kelecy
Secretary
Gainesville, Florida
November 10, 2000

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