Edgar Filing: AMERICAN ECOLOGY CORP

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [xx]
Filed by a Party other than the Registrant [__]

Check the appropriate box:

[ ] Preliminary Proxy Statement [__] Confidential,
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Rule 14a-6(e)(2))
[XX] Definitive Proxy Statement
[__] Definitive Additional Materials
[__] Soliciting Material Pursuant to
Rule 14a-12

AMERICAN ECOLOGY CORPORATION
----------------------------
(Name of Registrant as Specified In Its Charter)

-----------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[XX] No fee required

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[GRAPHIC OMITED]
AE AMERICAN ECOLOGY CORPORATION ECOL
300 E. MALLARD, SUITE 300 NASDAQ
BOISE, IDAHO 83706 LISTED
208-331-8400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME 1:00 p.m. Mountain Standard Time on Wednesday, May 25, 2005

PLACE Boise Center on the Grove
The Waters Rooms
850 West Front Street
Boise, ID 83702

PROPOSALS (1) To elect eight directors of the Board of Directors to serve
a one year term.
(2) To ratify the selection of Moss Adams LLP as the Company's
independent auditors for the Company's fiscal year ending
December 31, 2005.
(3) To approve the new 2005 Non-Employee Director Compensation
Plan as described herein.
(4) To transact other business as may properly come before the
meeting or any adjournments or postponements thereof.

RECORD DATE You are entitled to vote if you were a stockholder at the
close of business on March 28, 2005. A list of shareholders
will be available for inspection for a period of 10 days
prior to the meeting at the Company's principal office
identified above and will also be available for inspection
at the annual meeting of stockholders.

VOTING BY PROXY Please submit a proxy as soon as possible so that your shares
can be voted at the meeting in accordance with your
instructions. For specific instructions on voting, please refer
to the instructions on the proxy card.

BY ORDER OF THE BOARD OF DIRECTORS

ROTCHFORD L. BARKER
Chairman of the Board of Directors
Boise, Idaho
March 28, 2005

All Stockholders are cordially invited to attend the annual meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign and
return the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (postage is prepaid if mailed
in the United States) is enclosed for that purpose. Even if you have given your
proxy, you may still vote in person if you attend the meeting and revoke your
proxy.

PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
--------------------------------------------------------------------------------
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU WILL NOT BE PERMITTED
--------------------------------------------------------------------------------
TO VOTE IN PERSON AT THE MEETING UNLESS YOU FIRST OBTAIN A PROXY ISSUED IN YOUR
--------------------------------------------------------------------------------
NAME FROM THE RECORD HOLDER.
--------------------------------

President and Chief Executive Officer Stephen A. Romano will lead a tour of the
Company's Grand View, Idaho waste treatment and disposal facility and nearby
rail transfer station from 7:30 a.m. to 11:30 a.m. on May 25, 2005 prior to the
annual shareholders meeting. Shareholders wishing to participate are asked to
register in advance by contacting Chad Hyslop at (208) 331-8400 or
chyslop@americanecology.com by close of business May 13, 2005. Participants will
---------------------------
meet at the Company's corporate offices at 300 E. Mallard Drive, Suite 300, in
Boise at 7:15 a.m. on May 25 and travel as a group in Company-provided vehicles.
Directions to the Company's office are available from Mr. Hyslop.

AMERICAN ECOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2005

PROXY STATEMENT
__________________________

This Proxy Statement relates to the Annual Meeting of Stockholders of American
Ecology Corporation, (the "Company"), a Delaware corporation, to be held on May
25, 2005, at 1:00 p.m., at the Boise Center on the Grove in the Waters Rooms,
850 West Front Street., Boise, Idaho 83702, including any adjournments or
postponements thereof (the "Meeting"). This Proxy Statement, the accompanying
proxy card and the Company's Annual Report are first being mailed to
stockholders of the Company on or about April 12, 2005. THESE MATERIALS ARE
FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE COMPANY OF PROXIES FROM THE
HOLDERS OF THE COMPANY'S COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON
STOCK"), FOR USE AT THE MEETING.

The principal solicitation of proxies is being made by mail; however, additional
solicitation may be made by telephone, facsimile or personal visits by
directors, officers and regular employees of the Company and its subsidiaries,
who will not receive additional compensation. The Company will reimburse
brokerage firms and others for their reasonable expenses in forwarding
soliciting material.

All shares represented by duly executed proxies in the accompanying form
received prior to the Meeting will be voted in the manner specified therein. Any
stockholder granting a proxy may revoke it at any time before it is voted by
filing with the Secretary of the Company either an instrument revoking the proxy
or a duly executed proxy bearing a later date. Any stockholder present at the
Meeting who expresses a desire to vote their shares in person may also revoke
their proxy. As to any matter for which no choice has been specified in a duly
executed proxy, the shares represented thereby will be voted FOR each proposal
listed herein and in the discretion of the persons named in the proxy in any
other business that may properly come before the Meeting.

STOCKHOLDERS ARE URGED, WHETHER OR NOT THEY EXPECT TO ATTEND THE MEETING, TO
COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.

The Company's Annual Report to Stockholders for the fiscal year ended December
31, 2004 is being furnished with this Proxy Statement to stockholders of record
as of March 28, 2005. The Annual Report to Stockholders does not constitute a
part of the proxy solicitation material except as otherwise provided by the
rules of the Securities and Exchange Commission, or as expressly provided for
herein.

OUTSTANDING SHARES AND VOTING RIGHTS
------------------------------------

The Board of Directors of the Company fixed March 28, 2005 as the record date
("Record Date") for the determination of stockholders entitled to notice of and
to vote at the Meeting. On the Record Date, there were 17,441,294 shares of
common stock issued, outstanding and entitled to vote. The Company has no other
voting securities outstanding. Each stockholder of record is entitled to one
vote per share held on all matters submitted to a vote of stockholders, except
that in electing directors, each stockholder is entitled to cumulate his or her
votes and give any one candidate an aggregate number of votes equal to the
number of directors to be elected (eight) multiplied by the number of his or her
shares, or to distribute

such aggregate number of votes among as many candidates as he or she chooses.
For a stockholder to exercise cumulative voting rights, the stockholder must
give notice of his or her intention to cumulatively vote prior to the Meeting,
or at the Meeting in person, prior to voting. If any stockholder has given such
notice, all stockholders may cumulatively vote. The holders of proxies will have
authority to cumulatively vote and allocate such votes in their discretion to
one or more of the director nominees. The holders of the proxies solicited
hereby do not, at this time, intend to cumulatively vote the shares they
represent, unless a stockholder indicates his intent to do so, in which instance
the proxy holders intend to cumulatively vote all the shares they hold by proxy
in favor of the director nominees identified herein.

The holders of a majority of the outstanding shares of common stock on the
Record Date present at the Meeting in person or by proxy will constitute a
quorum for the transaction of business at the Meeting. An affirmative vote of a
majority of the shares present and voting at the Meeting is required for
approval of all matters. Abstentions and broker non-votes are each included in
the determination of the number of shares present. Abstentions are counted in
tabulations of the votes cast on proposals presented to stockholders, and thus,
have the effect of voting against a proposal, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

DIRECTORS.

At the Meeting, eight directors are to be elected to hold office until the next
Annual Meeting of Stockholders or until the election and qualification of their
respective successor. It is the intention of the persons named in the proxy to
vote the proxies that are not marked to the contrary for the election as
directors of the persons named below as nominees. If any such nominee refuses or
is unable to serve as a director, the persons named as proxies may in their
discretion vote for any or all other persons who may be nominated. The eight
nominees receiving the greatest number of votes cast will be elected directors
if each nominee receives at least a majority of the votes cast.

David B. Anderson and Stephen M. Schutt are not standing for re-election to the
Board of Directors.

Director nominees standing for election to serve until the Annual Meeting in
2006 are:

NAME AGE POSITION WITH COMPANY RESIDENCE DIRECTOR SINCE
---- --- --------------------- --------- --------------

Rotchford L. Barker 68 Independent Director Cody, WY 1996
Roy C. Eliff 69 Independent Director Houston, TX 2002
Edward F. Heil 60 Independent Director Miami Beach, FL 1994
Kenneth C. Leung 60 Independent Director Brooklyn, NY 2005
Richard Riazzi 50 Independent Director Boise, ID 2004
Stephen A. Romano 50 Chief Executive Officer and Director Boise, ID 2002
Jimmy D. Ross 68 Independent Director Alexandria, VA 2004
Richard T. Swope 62 Nominee for Independent Director Washington, D.C. Initial nomination

ROTCHFORD L. BARKER
-------------------

Mr. Barker originally joined the Board of Directors in 1996. Mr. Barker did not
stand for re-election to the Board at its May 2002 annual meeting, but was asked
to return to the Board to fill a vacancy created by a director who resigned in
July of 2002. Mr. Barker is an independent businessperson and commodity trader.
Mr. Barker has been a member of the Chicago Board of Trade for more than thirty
years and has served on the board of directors of the exchange. Mr. Barker is
also a director of Idacorp, a public energy services holding company that owns
Idaho Power Company.

ROY C. ELIFF
------------

Mr. Eliff joined the Board of Directors in 2002. Mr. Eliff is a consultant to
solid waste and environmental companies in the area of acquisitions and mergers.
Mr. Eliff has served as an officer, director, or Chief Financial Officer of
publicly held companies, including 20 years as Vice President of Corporate
Development/Acquisition for Browning Ferris Industries.

EDWARD F. HEIL
--------------

Mr. Heil joined the Board of Directors in 1994. Mr. Heil is a land developer and
private investor, and has owned and operated one of the largest solid waste
landfills in the midwestern United States. Mr. Heil has more than 40 years
experience in the construction and waste service industries.

KENNETH C. LEUNG
------------------

Mr. Leung joined the Board of Directors in February, 2005. Mr. Leung is a
Managing Director of investment banking at Sanders Morris Harris and is the
Chief Investment Officer of the Environmental Opportunities Fund, Ltd.
Additionally, Mr. Leung is the Editor of Environmental Review. Previously, Mr.
Leung was associated with Smith Barney for 17 years, and before that with F.
Eberstadt & Company, Inc., Chemical Bank and Chase Manhattan Bank. Mr. Leung
also serves on the boards of Synagro Technologies, Inc., and SystemOne
Technologies, Inc.

RICHARD RIAZZI
--------------

Mr. Riazzi joined the Board of Directors in December, 2004. Mr. Riazzi was
formerly an Executive Vice President for Idacorp, a public energy services
holding company that owns Idaho Power Company.

STEPHEN A. ROMANO
-------------------

Mr. Romano joined the Board of Directors in 2002. Mr. Romano was appointed
President and Chief Operating Officer in October, 2001 and Chief Executive
Officer on March 15, 2002. Mr. Romano has served with the Company for more than
15 years in various positions of increasing responsibility. Prior to joining
the Company, Mr Romano held positions with the U.S. Nuclear Regulatory
Commission, the Wisconsin Department of Natural Resources, and EG&G Idaho, Inc.

JIMMY D. ROSS
---------------

General Jimmy Rossjoined the Board of Directors in 2004. General Ross was a
U.S. Army military officer for 36 years and retired as a four-star General in
1994. General Ross' last active duty assignment was Commander of the United
States Army Materiel Command. Following his military retirement, General Ross
served aschief operating officer of the American Red Cross,reporting to the
president, Mrs. Elizabeth Dole. General Ross is currently a consultant to
Cypress International in Alexandria, VA and serves onthe Board of VSE
Corporation.

RICHARD T. SWOPE
------------------

General Richard Swope has been nominated to serve on the Board of Directors. Mr.
Swope was a U.S. Air Force Officer for 34 years and retired as a three-star
General in 1998. Mr. Swope's last active duty assignment was Inspector General
of the Air Force.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES.

During the year ended December 31, 2004, the Board of Directors held six
meetings. Each of the directors attended at least 75% of the meetings of the
Board and the Committees on which they served during the period for which they
were a Board or Committee member. While encouraged, Director attendance at the
Annual Meeting is not required. All Directors attended the 2004 Annual Meeting.

The standing Committees of the Board of Directors are the Corporate Governance,
Audit, and Compensation Committees.

In August 2004 the Nominating Committee was merged into the newly formed
Nominating and Corporate Governance Committee The Nominating and Corporate
Governance Committee was renamed

the Corporate Governance Committee in February 2005. The members of the
Corporate Governance Committee are currently Messrs. Barker, Heil, and Ross. Mr.
Ross is chairman. The Corporate Governance Committee fulfills the requirements
of a nominating committee and searches for and recommends to the Board of
Directors, qualified and experienced individuals to fill vacancies and any new
director seats if the board is expanded, along with its responsibility for
ensuring good corporate governance. The Corporate Governance Committee met twice
in 2004 and once in 2005 to nominate the eight directors standing for election
at the annual shareholders meeting in 2005. The Board of Directors unanimously
approved the eight nominees standing for election.

The members of the Audit Committee are currently Messrs. Eliff, Anderson,
Riazzi, Leung and Schutt. Mr. Eliff is chairman. The Audit Committee reviews the
proposed plan and scope of the Company's annual audit as well as the results
when it is completed. The Committee reviews and approves the services provided
by the Company's independent auditors and their fees. The Committee meets with
the Company's financial officers to assure the adequacy of the Company's
accounting principles, financial controls and policies. The Committee is also
charged with reviewing transactions that may present a conflict of interest on
the part of management or directors. The Audit Committee meets at least
quarterly to review the financial results, discuss the financial statements and
make recommendations to the Board. Other items of discussion include the
independent auditors' recommendations for internal controls, adequacy of staff,
and management's performance concerning audit and financial controls. The Audit
Committee met seven times in 2004.

The members of the Compensation Committee are currently Messrs. Barker, Heil and
Ross. Mr. Barker is chairman. The Compensation Committee makes recommendations
concerning salaries and incentive compensation, administers and approves stock
options under the 1992 Employee and 1992 Directors stock option plans, addresses
executive compensation and contract matters, and performs other functions as the
Board may delegate. The Compensation Committee met three times in 2004.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

During 2004, no member of the Compensation Committee was an officer or employee
of the Company or any of its subsidiaries, or had any other relationship
requiring disclosure by the Company under Item 402 or 404 of Securities and
Exchange Commission regulations. During 2004, no executive officer of the
Company served as:

- a member of the Compensation Committee (or other board committee
performing equivalent functions) of an unrelated entity, one of whose
executive officers served on the Compensation Committee of the Company,
- a director of an unrelated entity, one of whose executive officers
served on the Compensation Committee of the Company, or
- a member of the Compensation Committee (or other board committee
performing equivalent functions) of another entity, one of whose executive
officers served as a director of the Company.

DIRECTORS' COMPENSATION.

Under the present shareholder approved plan, Directors who are not employees of
the Company or its subsidiaries receive an annual fee of $16,000 payable
quarterly, which at the director's discretion is payable in stock of the Company
at its then market price or in cash. The Chairman of the Audit and Corporate
Governance Committees receive an additional annual fee of $4,000 payable
quarterly as well as $1,000 for each Audit or Corporate Governance Committee
meeting chaired. Directors who are

employees of the Company receive no additional compensation for their service as
directors. Mr. Romano is the only director employed by the Company. All
directors are reimbursed for their reasonable travel and other expenses involved
in attendance at Board and committee meetings.

Each non-employee director is also granted a stock option to purchase 7,500
shares of the Company's common stock at the time of his or her initial election
to the Board. Upon each re-election to the Board, he or she is granted a stock
option to purchase 10,000 shares of the Company's common stock.

EXECUTIVE OFFICERS
------------------

NAME AND PRINCIPAL POSITION AGE CITY/STATE OFFICER
--------------------------- --- ---------- -------

Stephen A. Romano 50 Boise, Idaho 1998
President, Chief Executive Officer
Chief Operating Officer
James R. Baumgardner 42 Boise, Idaho 1999
Senior Vice President, Treasurer,
Secretary, and Chief Financial Officer
Michael J. Gilberg 36 Boise, Idaho 2002
Vice President and Controller
Steven D. Welling 46 El Dorado Hills, California 2003
Vice President, Sales and Marketing
John M. Cooper 50 Boise, Idaho 2003
Vice President and Chief Information Officer

STEPHEN A. ROMANO was appointed President and Chief Operating Officer in October
2001 and Chief Executive Officer on March 15, 2002. Mr. Romano joined the Board
of Directors in May 2002. He has served with the Company for more than 15 years
in various positions of increasing responsibility. Prior to joining the Company,
Mr Romano held positions with the U.S. Nuclear Regulatory Commission,the
Wisconsin Department of Natural Resources, and EG&G Idaho, Inc. Mr Romano holds
a BA from the University of Massachusetts-Amherst and an MS from the University
of Wisconsin-Madison.

JAMES R. BAUMGARDNER joined the Company in November 1999 as Senior Vice
President and Chief Financial Officer. Mr. Baumgardner was appointed Treasurer
and Secretary in October of 2001. From 1995 until joining the Company, he was
the Corporate Treasurer of WaferTech and Symbios Logic, Inc., both large
semiconductor manufacturing companies. From 1988 to 1995, Mr. Baumgardner was a
commercial banker, holding positions with Silicon Valley Bank and First
Interstate Bank. Mr. Baumgardner holds a BS and MBA from Oregon State
University.

MICHAEL J. GILBERG, CPA, joined the Company in February 2002 as Vice President
and Controller. From 1997 until joining the Company, Mr. Gilberg was Vice
President and Controller for T.J.T. Inc., a publicly-traded manufacturing
company in Emmett, Idaho. Prior to joining T.J.T., he was employed at Deloitte &
Touche in Boise, Idaho. Mr. Gilberg holds a BS from the University of Montana.

STEVEN D. WELLING joined the Company in February 2001 as part of the Envirosafe
Services of Idaho (now US Ecology Idaho, Inc.) acquisition. He previously
served as National Accounts Manager for Envirosource Technologies and Western
Sales Manager for Envirosafe Services of Idaho. Prior to joining Envirosafe,
Welling managed new market development and sales for a national bulk chemical
transportation company. Mr. Welling holds a BS from California State
University-Stanislaus

JOHN M. COOPER joined the Company in July 2002 and is Vice President and Chief
Information Officer. Previously, he served as Vice President, Information
Systems for BMC West Corporation, and was Director of Business Development for
the High Tech Industry at Oracle Corporation. Mr. Cooper brings more than 20
years of computer industry knowledge and experience to the Company and is
responsible for all information technology and telecommunications. Mr. Cooper
holds a BS in Physics from Utah State University.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires that
reports of beneficial ownership of common stock and preferred stock and changes
in such ownership be filed with the Securities and Exchange Commission by
Section 16 "reporting persons" including directors, certain officers, holders of
more than 10% of the outstanding common stock or preferred stock, and certain
trusts of which reporting persons are trustees. The Company is required to
disclose in this proxy statement each reporting person whom it knows has failed
to file any required reports under Section 16 on a timely basis. Based solely
upon a review of copies of Section 16 reports furnished to the Company and
written statements confirming that no other reports were required, to the
Company's knowledge, all Section 16 reporting requirements applicable to known
reporting persons were made timely throughout the year except for the following
filing:

DIRECTOR OR OFFICER FORM FILED FILING DATE REQUIRED DATE
------------------- ---------- ------------ -------------

Rotchford L. Barker Form 4 March 25, 2004 July 10, 2000
Kenneth C. Leung, Director Form 3 March 1, 2005 February 28, 2005

CORPORATE GOVERNANCE RESPONSIBILITY

The Board of Directors is ultimately responsible for the Company's corporate
governance. Good corporate governance ensures that the Company complies with
federal securities laws and regulations, including those promulgated under the
Sarbanes-Oxley Act of 2002. Since 2002, the Company has adopted a new Audit
Committee Charter, adopted a Nominating Committee Charter and merged the
Nominating Committee into the newly formed Nominating and Corporate Governance
Committee which was subsequently renamed the Corporate Governance Committee, as
well as adopted additional policies and procedures as needed to further ensure
good corporate governance. On February 24, 2005 the Board of Directors adopted a
new charter for the Corporate Governance Committee.

The Board of Directors has adopted Codes of Ethics for the Chief Executive and
Senior Financial Officers as well as a Code of Ethics for Directors ("Codes of
Ethics") which are posted on the Company's website at www.americanecology.com.
-----------------------
There have not been any waivers or changes to the Code of Ethics. Any future
waivers or changes would be disclosed next to the Code of Ethics on this
website.

EXECUTIVE COMPENSATION
-----------------------

The following table shows, for each of the three years ended, compensation
awarded or paid to, or earned by the Company's Chief Executive Officer and its
other four most highly compensated management employees at December 31, 2004 and
the prior two years in all capacities.

Long-Term
Summary Compensation Table Annual Compensation(1) Compensation All Other
Name and Principal Position Year Salary Bonus Grant Options Compensation(2)
--------------------------- ---- -------- -------- ----- ------- ---------------

Stephen A. Romano 2004 $228,269 $ -0- -0- -0- $ 6,765
President, Chief Executive, 2003 $204,278 $ 66,825 -0- 370,110 $ 5,693
and Chief Operating Officer 2002 $171,160 $ 25,000 -0- -0- $ 5,196

James R. Baumgardner 2004 $177,831 $ 5,000 -0- -0- $ 6,033
Senior Vice President, Treasurer, 2003 $172,785 $ 37,125 -0- 148,043 $ 5,761
Secretary, Chief Financial Officer 2002 $158,481 $ 25,000 -0- -0- $ 4,586

Michael J. Gilberg 2004 $107,946 $ 3,000 -0- -0- $ 3,661
Vice President and Controller 2003 $104,876 $ 14,850 -0- 92,528 $ 3,806
2002 $ 84,704 -0- -0- 10,000 -0-

Steven D. Welling 2004 $124,538 $155,619 -0- -0- $ 4,096
Vice President of Sales and 2003 $110,001 $154,939 -0- -0- $ 4,096
Marketing 2002 $110,000 $ 99,963 -0- 10,000 $ 3,630

John M. Cooper 2004 $106,966 $ 12,500 -0- -0- $ 3,942
Vice President and Chief 2003 $103,811 $ 19,380 -0- -0- $ 3,834
Information Officer 2002 $ 47,594 -0- -0- 7,500 -0-

The Company, on a discretionary basis, may grant options to its executive
officers under the 1992 amended and restated employee stock option plan. As of
December 31, 2004, options to purchase 575,208 shares were outstanding with
188,976 shares remaining available for grant. There were no stock options
granted to the Company's executive officers during 2004.

The following table provides information concerning executive officers' stock
options exercised in 2004 and those remaining outstanding at the end of 2004.

AGGREGATED OPTION EXERCISES IN 2004 AND YEAR-END VALUES

Shares Number of Shares Underlying Value of Unexercised In-the
Acquired on Value Unexercised Options Money Options(3) at FYE
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------------------- ----------- --------- ----------- ------------- ------------- --------------

Stephen A. Romano 40,000 $ 268,600 185,055 185,055 $ 1,396,866 $ 1,396,866
James R. Baumgardner 86,373 $ 449,850 47,648 74,022 $ 322,173 $ 558,747
Michael J. Gilberg 26,000 $ 150,400 30,264 46,265 $ 205,694 $ 349,223
Steven D. Welling 10,000 $ 72,900 -0- -0- -0- -0-
John M. Cooper 7,500 $ 21,600 -0- -0- -0- -0-

_____________________________

(1) Includes dollar value base salary earned by the named executive officer
during the fiscal year ending December 31, 2004 as permitted by rules
established by the SEC.

(2) Includes the amount of the Company's matching contribution under the
Company's 401(k) Savings Plan.

(3) A stock option is considered to be "in-the-money" if the price of the
related stock is higher than the exercise price of the option. The closing
market price of the Company's common stock was $11.97 per share on the NASDAQ
National Market at the close of business on December 31, 2004.

(a) NUMBER OF (b) WEIGHTED- (c) NUMBER OF SECURITIES
SECURITIES TO BE AVERAGE EXERCISE REMAINING AVAILABLE FOR FUTURE
ISSUED UPON EXERCISE PRICE OF ISSUANCE UNDER EQUITY
OF OUTSTANDING OUTSTANDING COMPENSATION PLANS (EXCLUDING
OPTIONS, WARRANTS OPTIONS, WARRANTS SECURITIES REFLECTED IN COLUMN (A)
PLAN CATEGORY AND RIGHTS AND RIGHTS ----------------------------------
------------- ---------- ----------

Equity compensation plans
approved by security holders 913,708 4.40 499,676
Equity compensation plans not
approved by security holders -- -- --
-------------------- ----------------- ----------------------------------
Total 913,708 4.40 499,676

COMPENSATION COMMITTEE REPORT.

The Compensation Committee of the Board of Directors is composed of outside
directors and is responsible for developing and making recommendations to the
Board on the Company's executive compensation policies. The Committee also
reviews and approves the Company's compensation and benefit plans and
administers the 1992 Employee Stock Option Plan. The following report describes
the basis on which the Compensation Committee made 2004 compensation
determinations for executive officers of the Company.

The Board of Directors believes that executive compensation should reflect value
created for stockholders in furtherance of the Company's strategic goals. The
following objectives are among those utilized by the Compensation Committee:

1. Executive compensation should be meaningfully related to
long-term and short-term value created for stockholders.
2. Executive compensation programs should support the long-term and
short-term strategic goals and objectives of the Company.
3. Executive compensation programs should reflect and promote the
Company's overall value, business growth and reward individuals for
outstanding contributions.
4. Short and long term executive compensation are critical factors
in attracting and retaining well-qualified executives.

Currently the Company has an executive compensation program based on three
components: a base salary, bonus payments tied to Company performance, and a
stock option program. The Compensation Committee regularly reviews the various
components of the compensation program to ensure that they are consistent with
the Company's objectives.

BASE SALARY -- The Compensation Committee, in determining the appropriate base
salaries of its executive officers, generally considers the level of executive
compensation in similar companies in the industry. The Compensation Committee
also considers (i) the performance of the Company and contributing roles of the
individual executive officers, (ii) the particular executive officer's specific
experience and responsibilities, and (iii) the performance of each executive
officer. The base salaries for 2003 were established by the Committee at levels
believed to be competitive with amounts paid to executives of companies in the
environmental industry with comparable qualifications, experience,
responsibilities, and performance. On January 29, 2004 the Company's Board of
Directors increased Mr.

Romano's annual base salary to $230,000 effective January 1, 2004. No base
salary adjustment was made for executive officers in 2005. The Committee
previously approved an employment contract for Mr. Romano providing for a
minimum annual base salary of $205,000 and an expiration date of December 31,
2005.

ANNUAL INCENTIVES -- Effective January 1, 2003, the Committee recommended and
the Board approved a Management Incentive Plan covering executive incentive
compensation for Company performance through 2006. Based on the Company's
financial performance in 2003, no cash bonuses were awarded to executives under
the Company's Management Incentive Plan during 2004. Messrs. Cooper, Baumgardner
and Gilberg, however, received discretionary cash bonuses of $7,500, $5,000 and
$3,000, respectively for 2003 performance.

On March 1, 2005 the following bonus payments were awarded in accordance with
the Company's Management Incentive Plan based upon 2004 financial performance:

Executive Bonus Payment
-------------------- --------------

Stephen A. Romano $ 494,505
James R. Baumgardner $ 197,802
Michael J. Gilberg $ 123,626

LONG-TERM INCENTIVES -- The stock option program is the Company's long-term
incentive plan for executive officers and key employees. The objectives of the
stock option program are to align executive officer compensation and shareholder
return, and to enable executive officers to develop and maintain a significant,
long-term stock ownership position in the Company's common stock. In addition,
grants of stock options to executive officers and others are intended to retain
and motivate executives to improve long-term corporate and common share
performance. Stock options are generally granted at or greater than market value
on the grant date, and will only have value if the Company's stock price
increases above the grant price. In furtherance of these objectives, the
Committee approved the grant of 758,724 options to certain executives and key
employees during 2003 of which 152,670 vested during 2004.

This report is respectfully submitted by the Compensation Committee of the Board
of Directors:

Rotchford L. Barker, Committee Chairman
Edward F. Heil
Jimmy D. Ross

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed the Company's audited financial
statements with management. The Audit Committee has also discussed with Moss
Adams, the Company's independent auditors, the matters required to be discussed
by Statement on Auditing Standards 61. These include, among other items, matters
related to the audit of the Company's financial statements.

The Audit Committee has received written disclosures and the letter from the
auditors required by Independence Standards Board Standard No. 1 relating to the
auditor's independence from the Company and its related entities, and has
discussed with the auditors the auditor's independence from the Company. The
Audit Committee has considered whether the provision of services by the
auditors, other than audit services and review of Forms 10-Q, is compatible with
maintaining auditor independence.

Based on review and discussion of the Company's audited financial statements
with management and the independent auditors, the Audit Committee recommended to
the Board of Directors that the Company's audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004.

While the Audit Committee has provided board-level oversight, advice and
direction, management is responsible for the financial statements and internal
controls. Also, it is the responsibility of the independent auditor, not the
Audit Committee, to conduct the audit and opine on the conformity of the
financial statements with accounting principles generally accepted in the United
States.

The Board of Directors has determined that Mr. Eliff qualifies as a "Financial
Expert".

This report is respectfully submitted by the Audit Committee of the Board of
Directors:

Roy C. Eliff, Audit Committee Chairman
David B. Anderson
Richard Riazzi
Stephen M. Schutt
Kenneth Leung

AUDIT COMMITTEE CHARTER

The written charter for the Audit Committee is available on the Company's
website at www.americanecology.com.

AUDIT COMMITTEE INDEPENDENCE

The Board of Directors has determined that Messrs. Eliff, Anderson, Riazzi,
Leung and Schutt all meet the requirements for independence set forth in the
Listing Standards of the National Association of Securities Dealers.

CORPORATE GOVERNANCE COMMITTEE REPORT

The Corporate Governance Committee recommended the eight Directors who have
consented to stand for election to the Board of Directors. During the nominating
process, the Committee received input from multiple sources and evaluated a
variety of subjective criteria prior to recommending nominees to the Board of
Directors. Shareholders may submit recommendations to the Committee by writing
to corporatesecretary@americanecology.com. Shareholder recommendations should be
--------------------------------------
submitted by December 12, 2005 for consideration by the Committee for the 2006
Annual Meeting.

During 2004, General Ross was recommended for nomination to the Board by a
Governmental Affairs Consultant retained by the Company for which $5,000 of
additional compensation was paid to the Consultant.

During 2004, Richard Riazzi was recommended for nomination to the Board by Mr.
Barker.

During 2005, Mr. Leung was recommended for nomination to the Board by Mr. Heil

During 2005, General Swope was recommended for nomination to the Board by
General Ross.

No fees were paid to any party in relation to the nominations of Mr. Riazzi, Mr.
Leung or General Swope.

During 2004 the Company did not receive any nominee recommendations from
shareholders owning more than 5% of the Company's common stock.

This report is submitted by the Corporate Governance Committee of the Company's
Board of Directors:

Jimmy D. Ross, Corporate Governance Committee Chairman
Rotchford L. Barker
Edward F. Heil

CORPORATE GOVERNANCE COMMITTEE CHARTER

On February 24, 2005, the Board of Directors enacted a written charter for the
Corporate Governance Committee which is attached as Exhibit B, and is also
available on the Company's website at www.americanecology.com.

CORPORATE GOVERNANCE COMMITTEE INDEPENDENCE

The Board of Directors has determined that Messrs. Barker, Heil and Ross all
meet the requirements for independence set forth in the Listing Standards of the
National Association of Securities Dealers.

SECURITY OWNERSHIP OF
---------------------
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
----------------------------------------

The following tables set forth, as of March 28, 2005, the beneficial ownership
(as defined in the rules of the Securities and Exchange Commission) of the
Company's common stock by (a) beneficial owners of more than five percent; and
(b) beneficial ownership of management. Unless otherwise noted, each beneficial
owner identified has sole voting and investment power with respect to the shares
indicated.

(A) BENEFICIAL OWNERS

Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class
------------------- ------------------ -----

Edward F. Heil(4). . . . . . . . 3,097,326 17.73%
8052 Fisher Island Drive
Fisher Island, Florida 33109

Rotchford L. Barker(5) . . . . . 3,020,163 17.25%
40 County Road 2AC
Cody, Wyoming 82414

_____________________________

(4) Mr. Heil's beneficial ownership includes 2,441,866 shares of common stock
owned individually by Mr. Heil, 629,460 shares beneficially owned by Mr. Heil in
his capacity as trustee of a trust, and 26,000 options subject to exercise.

(5) Mr. Barker's beneficial ownership includes 2,919,663 shares of common stock
owned individually by Mr. Barker, 33,000 shares beneficially owned by Mr. Barker
for his child and 67,500 options subject to exercise.

DG Capital Management, Inc.(6) . 1,190,200 6.82%
101 Arch Street, Suite 650
Boston, Massachusetts 02110

(B) DIRECTORS AND EXECUTIVE OFFICERS

Name Of Director Shares Owned Right to Acquire Total Percent Of Class
----------------- ------------ ---------------- --------- -----------------

DIRECTORS
David B. Anderson -0- 17,500 17,500 0.10%
Rotchford L. Barker 2,952,663 67,500 3,020,163 17.25
Roy C. Eliff 6,000 27,500 33,500 0.19
Edward F. Heil 3,071,326 26,000 3,097,326 17.73
Kenneth C. Leung 1,000 7,500 8,500 0.05
Richard Riazzi -0- 7,500 7,500 0.04
Stephen A. Romano (7) 46,200 277,583 323,783 1.83
Jimmy D. Ross 609 7,500 8,109 0.05
Stephen M. Schutt -0- 17,500 17,500 0.10

Name Of Officer Shares Owned Right to Acquire Total Percent Of Class
--------------- ------------ ---------------- --------- -----------------
EXECUTIVE OFFICERS
Stephen A. Romano 46,200 277,583 323,783 1.83%
James R. Baumgardner (8) 26,373 84,659 111,032 0.63
Michael J. Gilberg (9) 16,000 53,397 69,397 0.40
Steven D. Welling -0- -0- -0- .00
John M. Cooper -0- -0- -0- .00

All directors and executive 6,120,171 594,138 6,714,309 33.93
officers as a group

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

During 2004 the Company had no relationships or related transactions with its
officers, directors or securities holders of more than five percent that would
require disclosure under Securities and Exchange Commission Regulation S-K, Item
404.

POTENTIAL CONFLICTS OF INTEREST
-----------------------------------

During 2004 the Board of Directors was not aware of any potential conflict of
interest involving members of the Board of Directors or Management

_____________________________

(6) Pursuant to a Schedule 13-G filing on February 11, 2005, DG Capital
Management, Inc. reported they have the sole right to vote and dispose of
1,190,200 shares of the Company's common stock, but disclaim beneficial
ownership of the common stock.

(7) Mr. Romano's beneficial ownership includes 46,200 shares of common stock and
277,583 options currently exercisable. Mr. Romano also holds 92,527 options
unexercisable as of March 28, 2005 that are not included in the table.

(8) Mr. Baumgardner's beneficial ownership includes 26,373 shares of common
stock and 84,659 options currently exercisable. Mr. Baumgardner also holds
37,011 options unexercisable as of March 28, 2005 that are not included in the
table.

(9) Mr. Gilberg's beneficial ownership includes 16,000 shares of common stock
and 53,397 options currently exercisable. Mr. Gilberg also holds 23,132 options
unexercisable as of March 28, 2005 that are not included in the table.

STOCK PERFORMANCE(10)
The following graph compares the most recent five-year market-value performance
of the Company's common stock to the NASDAQ Composite Index, and a hazardous
waste industry 2004 peer group that the Company believes accurately reflects its
competitors for fiscal 2004. The graph assumes that the value of the investment
in the Company's common stock and each index was $100 at December 31, 1999.

[GRAPHIC OMITED]

_____________________________

(10) Notwithstanding filings by the Company with the SEC that have incorporated
or may incorporate by reference other SEC filings (including this proxy
statement) in their entirety, this performance graph shall not be incorporated
by reference into such filings and shall not be deemed to be filed with the SEC
except as specifically provided otherwise or to the extent required by Item 402
of Regulation S-K.

(11) The companies which make up the Company's 2004 peer group are: Clean
Harbors, Inc.; Duratek, Inc.; Perma-Fix Environmental Services, Inc; and Waste
Management Inc.

PROPOSAL NO. 2
SELECTION OF AUDITORS

The Board of Directors has designated Moss Adams LLP as independent auditors for
the Company's 2005 fiscal year. Moss Adams has examined the financial statements
of the Company since its' 2002 fiscal year. A representative of Moss Adams is
expected to be present at the Annual Meeting and available to make a statement
and/or respond to questions.

Stockholder ratification of the selection of Moss Adams as the Company's
independent accountants is not required by the Company's Articles, Bylaws or
otherwise. However, the Board is submitting the selection of Moss Adams to the
stockholders for ratification as a matter of good corporate practice, and
recommends that the stockholders vote for approval. If the stockholders fail to
ratify the selection, the Board, in conjunction with the Audit Committee will
reconsider whether or not to retain Moss Adams. Even if the selection is
ratified, the Board and the Audit Committee in their discretion may direct the
appointment of a different independent accounting firm at any time during the
year if they determine that such a change would be in the best interests of the
Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting is requested
to ratify the selection of Moss Adams. Abstentions will be counted toward the
tabulation of votes cast on this Proposal No. 2 and will have the same effect as
negative votes. Broker non-votes are counted towards a quorum, but are not
counted for any purpose in determining whether this matter has been ratified.

AUDITOR FEES
-------------

The aggregate fees billed by Moss Adams for professional services were as
follows:

2004 2003
---- ----

Audit Fees (Includes $92,000 for Section 404 compliance during 2004) $224,000 $125,000
Audit-Related Fees (Audit of Employee Benefit Plan) 12,000 --
Tax Fees -- --
All Other Fees -- --
-------- --------
Total Fees $236,000 $125,000

Moss Adams prepares an annual engagement letter that is submitted to the Audit
Committee for approval. The engagement letter is a contract between the Company
and Moss Adams that specifies the responsibilities of each party. It is signed
on behalf of the Company by the Chairman of the Audit Committee and the Chief
Financial Officer. One of the responsibilities of the Company is payment to
Moss Adams of a fixed amount for the annual audit and each quarterly review, as
well as any other services agreed to in the engagement letter.

PROPOSAL NO. 3
DIRECTORS' PROPOSAL TO APPROVE THE AMERICAN ECOLOGY CORPORATION 2005
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

The American Ecology Corporation 1992 Amended and Restated Outside Director
Stock Option Plan provides compensation to non-employee directors in the form of
options to purchase shares of Company common stock. The Board of Directors
believes that it is in the best interest of the Company and its shareholders to
adopt a new plan, approved by our stockholders, that will provide a
comprehensive revised compensation program which will attract and retain
qualified individuals who are not employed by the Company to serve on the Board
of Directors.

Accordingly, effective March 28, 2005, the Board of Directors adopted the
American Ecology Corporation 2005 Non-Employee Director Compensation Plan (the
"Plan"), subject to stockholder approval. At the same time, the Board
terminated the 1992 Amended and Restated Outside Director Stock Option Plan,
except for option grants then outstanding. The new Plan will bring the
Company's director compensation in line with prevailing marketplace levels. It
will also allow the Company to continue to provide equity compensation to
non-employee directors, under a stockholder-approved plan, in order to enable
the Company to enhance the equity interest of directors in the Company, and
thereby to solidify the directors' common interest with the stockholders in
enhancing the value and growth of the Company.

SUMMARY OF THE PLAN

The principal features of the Plan are summarized below. The summary does not
contain all information that may be important to you. The complete text of the
Plan is set forth at Exhibit A to this Proxy Statement.

Plan Administration. The Plan will be administered by the Board of
Directors or by a committee of the Board, consisting of at least two outside
directors, each of whom is a "non-employee director" under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended. The plan administrator has the
sole authority to, among other things (a) interpret and administer the Plan, (b)
make rules and regulations relating to the administration of the Plan, and (c)
make any other determinations that it deems necessary to administer the Plan.

Eligibility. Only the Company's non-employee directors are eligible to
participate in the Plan. As of March 28, 2005, eight non-employee directors
were on the Board.

Annual Retainer. Each non-employee director shall be entitled to receive
an annual retainer consisting of (i) $16,000, payable in cash, and (ii) shares
of restricted stock having a fair market value as of the date of grant of
$25,000. The cash portion of the annual retainer is payable in quarterly
installments of $4,000 each.

Annual Restricted Stock Award. As part of a non-employee director's annual
retainer compensation, each non-employee director will receive a
non-discretionary award of shares of restricted stock on the business day
immediately following the annual meeting of shareholders at which such person is
elected or re-elected to the Board of Directors. The number of shares of
restricted stock awarded shall be equal to $25,000, divided by the fair market
value of the Company's common stock on the date of the award. For purposes of
the Plan, the "fair market value" of the Company's common stock is equal to the
average closing price of the Company's common stock as reported on the Nasdaq
National

Market or, if the common stock is no longer listed on such market, such other
principal exchange or market (including the over-the-counter market), during the
10 trading days prior to the award date.

Meeting Fees. Each non-employee director will receive a fee of $1,000 for
each meeting of a standing committee of the Board and a fee of $1,000 for each
meeting of the full Board that he or she attends. Each non-employee director
will receive a fee of $750 for each telephonic meeting of the Board that he or
she attends; provided, that no fee is payable with respect to any telephonic
meeting which lasts less than 30 minutes.

Retainer Fees for Committee and Board Chairs. A non-employee director
appointed to chair any standing committee of the Board will be paid an annual
retainer of $4,000; and a non-employee director appointed to chair the full
Board of Directors will be paid an annual retainer of $20,000. As of the date
of this Proxy Statement, standing committees of the Board include the Audit,
Compensation and Corporate Governance Committees.

Vesting of Restricted Stock. Shares of restricted stock issued to a
non-employee director will vest on the day prior to the date of the regular
annual meeting of stockholders next following the date of the award, provided
the director has attended, in person or by telephone, at least 75% of the
regularly scheduled Board meetings during the year. If the director does not
attend at least 75% of the regularly scheduled Board meetings during the year,
the shares of restricted stock are forfeited. Shares are also forfeited in the
event a non-employee director ceases to serve on the Board during the year, for
any reason other than death or disability. Upon the death or disability of a
director, all shares of restricted stock will immediately vest. Shares of
restricted stock also will vest in the event of a merger, consolidation or plan
of exchange in which the Company is a party and in which the Company is not the
survivor, or a sale of all or substantially all of the Company's assets, or a
liquidation or dissolution of the Company.

Shares Subject to the Plan. The Plan authorizes the issuance of up to
200,000 shares of common stock. If any shares that are subject to an award
under the Plan are forfeited, those shares will again be available for grant
under the Plan. Likewise, any shares that are tendered to the Company in
payment of any withholding tax incurred in connection with any award under the
Plan will be available for issuance. The shares issued under the Plan may
consist, in whole or in part, of authorized but unissued shares or treasury
shares.

Adjustments. In the event of a merger, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Company's common stock, the plan
administrator will make appropriate adjustments to the number (including the
aggregate number of shares authorized under the Plan) and kind of shares to be
issued under the Plan.

Effective Date, Term, Amendment and Termination. The Plan will become
effective as of the date of its adoption by the stockholders, and will remain in
effect until the earlier of (a) the date that no additional shares of restricted
stock are available for issuance, (b) the date the plan is terminated by the
Board of Directors in accordance with its terms, or (c) May 25, 2015.
Termination will not affect awards then outstanding under the Plan. The Board
of Directors may terminate or amend the Plan at any time without shareholder
approval, unless such approval is necessary to comply with the Securities
Exchange Act of 1934, the Internal Revenue Code, Nasdaq rules, or other
applicable law. In any event, stockholder approval will be required to, among
other things, (i) increase the maximum number of shares of restricted stock
issuable under the Plan, or (ii) change the participants eligible to participate
in the Plan.

Other Provisions. The plan administrator may establish procedures
providing for the delivery of shares of Company common stock in satisfaction of
withholding tax obligations. During the period that shares of restricted stock
are subject to forfeiture, a non-employee director will be entitled to receive
dividends or dividend equivalents with respect to the number of shares of common
stock covered by the award.

Federal Income Tax Consequences. We believe that under present law, the
following are the U.S. federal income tax consequences generally arising with
respect to awards of restricted stock under the Plan. Generally, the recipient
of a non-vested award of restricted stock, who has not made an election
otherwise under the Internal Revenue Code, will not recognize income until the
stock becomes vested, at which time the recipient will recognize ordinary
compensation income equal to the excess, if any, of the fair market value of the
stock on the date it becomes vested over any amount paid by the recipient in
exchange for the stock. In the year that the recipient of a restricted stock
award recognizes ordinary taxable income in respect of such award, the Company
will be entitled to a deduction for federal income tax purposes equal to the
amount of ordinary income that the recipient is required to recognize, provided
that the deduction is not otherwise disallowed under the Internal Revenue Code.

VOTE REQUIRED AND RECOMMENDATION OF BOARD OF DIRECTORS

The affirmative vote of the majority of the shares of common stock of the
Company present in person or represented by proxy at the Annual Meeting and
entitled to vote on this proposal will be required for approval of the Plan.
Abstentions will be treated as being present and entitled to vote on the matter
and, therefore, will have the effect of votes against the proposal. A broker
"non-vote" is treated as not being entitled to vote on the matter and,
therefore, is not counted for purposes of determining whether the proposal has
been approved.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMERICAN
ECOLOGY CORPORATION 2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN.

STOCKHOLDER PROPOSALS AT THE NEXT
---------------------------------
ANNUAL MEETING OF STOCKHOLDERS
------------------------------

The Company must have received stockholder proposals submitted for inclusion in
the Company's proxy materials and for consideration at the annual meeting of
stockholders in 2006 no later than December 12, 2005. Stockholder proposals
should be submitted to James R. Baumgardner, Secretary of American Ecology
Corporation, 300 E. Mallard, Suite 300, Boise, Idaho 83706. Any such proposal
should comply with the Securities and Exchange Commission rules governing
stockholder proposals submitted for inclusion in proxy materials.

Other shareholder communications to the Board of Directors may be sent at any
time to corporatesecretary@americanecology.com. The Company intends to summarize
--------------------------------------
shareholder communications for presentation to the Board of Directors at its
next meeting, however, this is subject to change based upon the volume of
communications.

OTHER MATTERS
--------------

The Management and Board of Directors of the Company know of no other matters
that may come before the Meeting. However, if any matters other than those
referred to above should properly come before the Meeting, it is the intention
of the persons named in the enclosed proxy to vote all proxies in accordance
with their best judgment.

A copy of the Company's Annual report on Form 10-K for the fiscal year ended
December 31, 2004, as filed with the SEC, excluding exhibits, may be obtained by
stockholders without charge by written request addressed to Investor Relations,
300 E. Mallard, Suite 300, Boise, Idaho 83706 or may be accessed on the Internet
at: http://www.americanecology.com.
-------------------------------

EXHIBIT A
---------
AMERICAN ECOLOGY CORPORATION

2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

1. PURPOSE. The purpose of this 2005 Non-Employee Director Compensation
Plan (this "PLAN") is to provide a comprehensive revised compensation
program which will attract and retain qualified individuals who are not
employed by American Ecology Corporation, a Delaware corporation (the
"COMPANY"), to serve on the Company's Board of Directors. In particular,
the Plan aligns the interests of such directors with those of the Company's
shareholders by providing that a significant portion of such compensation
is directly linked to the value of the Company's Common Stock. With the
adoption of this Plan, the Company is terminating its Amended and Restated
1992 Outside Director Stock Option Plan.

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

2.1 "AWARD DATE" means the first business day after the date of the
Annual Meeting of Shareholders at which Non-Employee Directors shall
be granted shares of Restricted Stock, as provided in Section 5.2
------------
below.

2.2 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of
the Company.

2.3 "CODE" means the Internal Revenue Code of 1986, as amended.

2.4 "COMMON STOCK" means the common stock of the Company, $0.01 par
value per share.

2.5 "DIRECTOR" means a member of the Board.

2.6 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

2.7 "FAIR MARKET VALUE" means the average closing price of the
Company's Common Stock as reported on the Nasdaq National Market or,
if the Common Stock is no longer listed thereon, such other principal
exchange or market (including the over-the-counter market), during the
ten (10) trading days prior to the Award Date.

2.8 "NON-EMPLOYEE DIRECTOR" means a director who is not an employee
of the Company or any Parent or Subsidiary thereof. The payment of a
director's fee by the Company shall not be sufficient in and of itself
to constitute employment by the Company.

2.9 "PARENT" means a parent corporation, whether now or hereafter
existing, as defined in Section 425(e) of the Code.

2.10 "PLAN" means this 2005 Non-Employee Director Compensation Plan,
as it may be amended and/or restated from time to time.

2.11 "PLAN ADMINISTRATOR" means the administrator of this Plan as
described in Section 4.1.
------------

2.12 "RESTRICTED STOCK" means shares of Common Stock granted under
this Plan, which are subject to restrictions on transfer and potential
forfeiture during the applicable restricted period.

2.13 "STANDING COMMITTEE OF THE BOARD" means the Audit Committee, the
Compensation Committee and the Corporate Governance Committee of the
Board, and any other

committee as shall be designated by the Board as a standing
committee of the Board of Directors from time to time.

2.14 SUBSIDIARY" means a subsidiary corporation, whether now or
hereafter existing, as defined in Section 425(f) of the Code.

3. SHARES SUBJECT TO THE PLAN. Subject to Section 8 of this Plan, the
----------
total number of shares of Restricted Stock that may be awarded under this
Plan shall not exceed two hundred thousand (200,000) shares. If any shares
of Restricted Stock awarded under this Plan are forfeited pursuant to
Section 7.1 or Section 7.2, such shares shall again be available for
------------ ------------
purposes of this Plan.

4. ADMINISTRATION OF THE PLAN.

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

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

5. ANNUAL RETAINER AND MEETING FEES.

5.1 ANNUAL RETAINER. Each Non-Employee Director shall be entitled to
receive an annual retainer ("ANNUAL RETAINER") consisting of (a)
$16,000 and (b) shares of Restricted Stock having a Fair Market Value
as of the date of grant of $25,000. The cash portion of the Annual
Retainer shall be payable by Company check in quarterly installments
of $4,000 each.

5.2 ANNUAL RESTRICTED STOCK AWARD. As part of the Annual Retainer
compensation, each Non-Employee Director will receive an award of
shares of Restricted Stock on the Award Date immediately following
each Annual Meeting of Shareholders. All grants of Restricted Stock
shall be subject to the terms and conditions set forth in Section 6
---------
below.

5.3 MEETING FEES. Each Non-Employee Director shall receive a fee of
$1,000 for each meeting of a Standing Committee of the Board that he
or she attends and a fee of $1,000 for each meeting of the full Board
that he or she attends. Each Non-Employee Director shall receive a fee
of $750 for each telephonic meeting of the Board that he or she
attends; provided, however, that no fee shall be payable with respect
to any telephonic meeting which lasts less than 30 minutes. All
meeting fees earned during a quarter by a Non-Employee Director shall
be payable by Company check within 30 days of the end of each such
quarter.

5.4 RETAINER FEE FOR COMMITTEE CHAIRS. A Non-Employee Director
appointed to chair any Standing Committee of the Board shall be paid
an annual retainer of $4,000, such payment to be made by Company check
within 30 days following the effective date of appointment.

5.5 RETAINER FEE FOR BOARD CHAIR. A Non-Employee Director appointed
to chair the Board of Directors shall be paid an annual retainer of
$20,000, such payment to be made by Company check within 30 days
following the effective date of appointment.

6. AWARDS OF RESTRICTED STOCK.

6.1 ELIGIBILITY. Shares of Restricted Stock may be awarded pursuant
to this Plan as part of the Annual Retainer only to Non-Employee
Directors. All awards hereunder shall be made automatically in
accordance with the terms set forth in this Section 6. No person shall
---------
have any discretion to select which Non-Employee Directors shall be
awarded shares of Restricted Stock or to determine the number of
shares of Restricted Stock to be awarded. Employee Directors who cease
to be employees of the Company or any Parent or Subsidiary of the
Company but who continue as Directors shall become eligible for
Restricted Stock awards pursuant to this Plan, as if they were newly
elected Directors, as of the date they cease to be employees.

6.2 SHAREHOLDER APPROVAL OF PLAN. No awards of Restricted Stock may
be made under this Plan unless and until shareholder approval of the
Plan has been obtained in accordance with Section 12 hereof.
----------

6.3 ANNUAL RESTRICTED STOCK AWARD. Each Non-Employee Director shall
be awarded shares of Restricted Stock (the "ANNUAL RESTRICTED STOCK
AWARD"), in an amount determined in accordance with the formula set
forth below, on an annual basis, each time he or she is elected to the
Board (or, if Directors are elected to serve terms longer than one
year, as of the date of each Annual Meeting of Shareholders during
that term). The number of shares of Restricted Stock awarded shall be
equivalent to the result of $25,000, divided by the Fair Market Value
of a share of the Company's Common Stock on the Award Date, rounded to
the nearest 100 shares. Notwithstanding the foregoing, the Annual
Restricted Stock Award made to any Non-Employee Director elected or
appointed to the Board at any time other than at the Annual Meeting of
Shareholders shall be made on the date of such election or
appointment, and shall be equivalent to the product of such result
(before rounding) multiplied by a fraction whose numerator is the
number of days between the date of election or appointment to the
Board and the next Annual Meeting of Shareholders, and whose
denominator is 365, which product shall be rounded to the nearest 100
shares.

6.4 LIMITATIONS. If any Annual Restricted Stock Award granted under
this Plan would cause the number of shares of Restricted Stock issued
pursuant to this Plan to exceed the maximum aggregate number permitted
hereunder, as provided in Section 3 above, then each such automatic
award shall be for that number of shares of Restricted Stock
determined by dividing the total number of shares remaining available
for issuance under

this Plan by the number of Non-Employee Directors eligible for
grant of an Annual Restricted Stock Award on the Award Date.
Thereafter, no further awards of Restricted Stock shall be made until
such time, if any, as additional shares of Restricted Stock become
available under this Plan through action of the shareholders to
increase the number of shares of Restricted Stock that may be issued
under this Plan or through forfeiture of shares previously awarded
hereunder.

7. VESTING AND FORFEITURE.

7.1 VESTING. Shares of Restricted Stock awarded pursuant to an Annual
Restricted Stock Award shall vest in full on the day prior to the date
of the regular Annual Meeting of Shareholders next following such
Annual Restricted Stock Award (the "VESTING DATE"), if the
Non-Employee Director has attended at least 75% of the regularly
scheduled meetings of the Board, in person or by telephone, during
that period. If a Non-Employee Director does not attend at least 75%
of the regularly scheduled meetings of the Board between the Award
Date and Vesting Date, the shares of Restricted Stock awarded pursuant
to that Annual Restricted Stock Award shall be forfeited without
having vested.

7.2 TERMINATION OF STATUS AS A DIRECTOR. If a Director ceases to be a
Non-Employee Director for any reason other than death or disability
before his or her last Annual Restricted Stock Award vests, the shares
of Restricted Stock awarded pursuant to that last Annual Restricted
Stock Award shall be forfeited.

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

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

7.5 EFFECT OF MERGER, SALE OF ASSETS, LIQUIDATION OR DISSOLUTION. In
the event of a merger, consolidation or plan of exchange to which the
Company is a party and in which the Company is not the survivor, or a
sale of all or substantially all of the Company's assets, or a
liquidation or dissolution of the Company, any unvested shares of
Restricted Stock shall vest automatically upon the closing of such
transaction or event.

7.6 CERTIFICATES. As soon as practicable after each Award Date, the
Company shall instruct its stock transfer agent to issue and deliver
to the Plan Administrator one or more certificates in the name of each
recipient of an Annual Restricted Stock Award representing the shares
of Restricted Stock awarded pursuant thereto on that Award Date. Each
recipient of an Annual Restricted Stock Award shall deposit with the
Plan Administrator or its designee blank stock powers, duly executed
and otherwise in form satisfactory to the Plan Administrator, for such
Non-Employee Director's certificate(s). Alternatively, the Plan
Administrator may hold all shares of Restricted Stock by means of
book-entry registration. The Plan Administrator shall hold any
certificates representing unvested shares of Restricted Stock and the
stock powers related thereto until the shares of Restricted Stock have
been vested in accordance with this Section 7. Any certificates
----------
representing Annual Restricted Stock Awards that fail to vest shall be
returned to the Company's stock transfer agent for cancellation, and
the affected recipient of the award shall execute any documents
reasonably necessary to facilitate the cancellation. Any

certificates representing vested shares of Restricted Stock shall
be delivered to the relevant Non-Employee Director as soon as
practicable after the shares vest. Any certificates representing
shares of Restricted Stock held by the Plan Administrator for a
Non-Employee Director who has died shall be delivered as soon as
practicable to the decedent's beneficiary previously designated to the
Plan Administrator in writing by such Non-Employee Director, or if no
such designation exists, to his or her estate.

7.7 STATUS BEFORE VESTING.

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

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

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

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

9. SECURITIES REGULATIONS.

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

9.2 INVESTMENT REPRESENTATIONS. In connection with the issuance of
shares of Restricted Stock under the Plan, the Company may require
recipients to represent and warrant at the time of issuance that the
shares are being acquired only for investment and without any present
intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any
relevant provision of the aforementioned laws. The Company may place a
stop-transfer order against any shares

of Restricted Stock on the official stock books and records of
the Company, and a legend may be stamped on stock certificates to the
effect that the shares may not be pledged, sold or otherwise
transferred unless an opinion of counsel is provided (concurred in by
counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation. The Company also may
require such other action or agreement by award recipients as may from
time to time be necessary to comply with federal and state securities
laws. NO PROVISION OF THIS PLAN SHALL OBLIGATE THE COMPANY TO
UNDERTAKE REGISTRATION OF SHARES OF RESTRICTED STOCK ISSUED PURSUANT
TO THIS PLAN.

10. AMENDMENT AND TERMINATION.

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

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

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

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

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

11. MISCELLANEOUS.

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

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

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

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

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

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

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

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

12. EFFECTIVE DATE AND TERM OF THE PLAN. This Plan shall become
effective on the date on which it is approved by the Company's
shareholders (the "EFFECTIVE DATE"). No award may be granted under
this Plan to any Director of the Company until the Plan is approved by
the shareholders, and any award of Restricted Stock made before such
approval shall be conditioned on and is subject to such approval. This
Plan shall remain in effect until the earlier of: (i) the date that no
additional shares of Restricted Stock are available for issuance under
the Plan; (ii) the date that the Plan has been terminated in
accordance with Section 10; or (iii) the close of business on May 25,
----------
2015. Upon the Plan becoming effective, this Plan shall supersede and
replace the American Ecology Corporation Amended and Restated 1992
Outside Director Stock Option Plan (the "1992 STOCK OPTION PLAN"), and
no further stock option awards shall be made under the 1992 Stock
Option Plan. Upon the termination or expiration of this Plan as
provided in this Section 12, no awards of Restricted Stock shall be
----------
granted pursuant to the Plan, but any award theretofore granted may
extend beyond such termination or expiration.

13. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT. It is the
Company's intent that this Plan comply in all respects with Rule
16b-3. If any provision of this Plan is found not to be in compliance
with such rule and regulations, the provisions shall be deemed null
and void, and the remaining provisions of this Plan shall continue in
full force and effect. All transactions under this

Plan shall be executed in accordance with the requirements of
Section 16 of the Exchange Act and regulations promulgated thereunder.
The Board may, in its sole discretion, modify the terms and conditions
of this Plan in response to and consistent with any changes in
applicable law, rule or regulation.

* * *

Adopted by the Board of Directors as of March 28, 2005, to be effective upon
shareholder approval.

EXHIBIT B
---------
AMERICAN ECOLOGY CORPORATION

CORPORATE GOVERNANCE COMMITTEE CHARTER

This Corporate Governance Committee Charter (the "CHARTER") was adopted by the
Board of Directors (the "BOARD") of American Ecology Corporation (the "COMPANY")
by unanimous written consent as of February 24, 2004. As of the effective date
of this Charter, the Board has redesignated the former Nominating Committee of
the Board as the Corporate Governance Committee (the "COMMITTEE"), with the
authority, responsibility and specific duties as described herein. This Charter
and the composition of this Committee are intended to Comply with the listing
requirements of the Nasdaq stock exchange and all applicable Federal Securities
laws and regulations, including, but not limited to the requirements of the
Sarbanes-Oxley Act of 2002.

I. PURPOSE

The purpose of the Committee is to assist the Board in fulfilling its
responsibilities regarding:

- the identification of qualified candidates to become Board
members;

- the selection of nominees to stand for election as directors by
stockholders;

- the selection of candidates to fill any vacancies on the Board;

- the development, recommendation and oversight of corporate
governance guidelines and principles applicable to the Company (the
"CORPORATE GOVERNANCE GUIDELINES"); and

- the oversight of the annual evaluation of the effectiveness of
the Board and executive management.

In addition to the powers and responsibilities expressly delegated to
the Committee in this charter, the Committee may exercise any other powers
and carry out any other responsibilities delegated to it by the Board from
time to time consistent with the Company's certificate of incorporation and
bylaws. The powers and responsibilities delegated by the Board to the
Committee in this Charter or otherwise shall be exercised and carried out
by the Committee as it deems appropriate without requirement of Board
approval, and any decision made by the Committee (including any decision to
exercise or refrain from exercising any of the powers delegated to the
Committee hereunder) shall be at the Committee's sole discretion.

II. ORGANIZATION

A. The Committee shall be comprised of at least three (3) directors
of the Board recommended by the Chairman of Board and approved by the
full Board, each of whom shall qualify as independent directors under
rules of the Nasdaq stock exchange, and shall meet the applicable
requirements of the Sarbanes-Oxley Act of 2002. Accordingly, all of
the Committee members shall be independent directors, and free from
any relationship that would interfere with the exercise of his or her
independent judgment as a member of the Committee. The Board shall
affirmatively conclude that the members of the Committee are
independent as required.

B. The Committee Chairman and each member of the Committee shall be
recommended by the Chairman of the Board and approved by the full
Board. Committee members may be removed from the Committee, with or
without cause, by the full Board.

C. The Committee may form and delegate authority to subcommittees
when appropriate.

III. MEETINGS AND PROCEDURES

A. The Chairperson of the Committee will preside at each meeting and, in
consultation with the other members of the Committee, will set the frequency and
length of each meeting and the agenda of items to be addressed at each meeting.
In addition, the Committee shall meet at the request of the Board. The
Chairperson of the Committee shall ensure that the agenda for each meeting is
circulated to each Committee member in advance of the meeting. The members of
the Committee may meet in person or by telephone conference call.

B. A majority of the members of the Committee shall constitute a quorum of
the Committee. The vote of a majority of the members of the full Committee
shall be the act of the Committee. The Committee may also act by unanimous
written consent in lieu of meeting. Except as expressly provided in the
certificate of incorporation or bylaws of the Company or as required by law and
regulations or Nasdaq listing standards, the Committee shall fix its own rules
of procedure.

C. All non-management directors that are not members of the Committee may
attend and observe meetings of the Committee, but shall not participate in any
discussion or deliberation unless invited to do so, and in any event shall not
be entitled to vote. Committee may exclude from its meetings or executive
session any member of management or director that is not a member of the
Committee.

D. The Committee may retain any independent counsel, experts or advisors
that the Committee believes to be necessary, desirable or appropriate. The
Committee may also use the services of the Company's regular legal counsel or
other advisors to the Company. The Company shall provide for appropriate
funding, as determined by the Committee, for payment of compensation to any such
persons employed by the Committee and for ordinary administrative expenses of
the Committee that are necessary or appropriate in carrying out its duties.

E. The Committee shall report its findings to the full Board and
shall keep written minutes of each meeting, which shall be recorded
and filed with the books and records of the Company. Executive session
shall be considered confidential and exempt from record keeping.

F. The Committee may conduct or authorize investigations into any
matters within the scope of the powers and responsibilities delegated
to the Committee.

IV. RESPONSIBILITIES AND DUTIES

The Board of Directors has authorized and directed the Committee to assume each
of the following responsibilities, and any other responsibilities the Board
specifically delegates to the Committee, in each case subject to the limitations
on the Board or any committee thereof contained in the Company's certificate of
incorporation or bylaws, or the Delaware General Business Corporation Law, as
each is in effect from time to time:

A. NOMINATING

The Committee shall have the following responsibilities with respect
to its Nominating duties:

1. Retain and terminate any outside consultant to provide
professional expertise in carrying out its duties and
responsibilities. The Committee shall have sole authority to select
such consultant and approve its fees and other retention terms.

2. Review the composition and size of the Board in order to ensure
that the Board is comprised of members reflecting the proper
expertise, skills, attributes and personal and professional
backgrounds for service as a director of the Company.

3. Actively seek individuals whose skills and attributes reflect
those desired and evaluate and propose nominees for election to the
Board.

4. Annually present to the full Board a list of individuals
recommended for election to the Board at the annual meeting of
stockholders.

5. Recommend to the full Board for selection appointments to fill
Board vacancies.

6. Extend any offers to a new director candidate to serve on the
Board.

B. CORPORATE GOVERNANCE
-------------------------

The Committee shall have the following responsibilities with respect
to its Corporate Governance duties:

1. Develop and periodically review and recommend to the Board
appropriate revisions to the Company's Corporate Governance
Guidelines.

2. Monitor compliance with the Corporate Governance Guidelines and
the Company's Corporate Compliance program.

3. Regularly review and make recommendations about changes to the
Charter of the Committee.

4. Regularly review and make recommendations about changes to the
charters of other Board committees after consultation with the
respective committee Chairpersons.

5. Evaluate and recommend to the Board the resignation of individual
directors for appropriate reasons, as determined by the Committee in
its discretion.

6. Review any questions regarding the independence of the Board
members in accordance with the director independence standards
contained in the Corporate Governance Guidelines, the Nasdaq listing
standards and other applicable rules and regulations.

7. Develop and recommend to the Board a self-evaluation process for
the Board and its committees and oversee such evaluation process.

8. Review potential or actual conflicts of interest between Board
members and between the Company and other companies on which a Board
member of the Company may serve.

9. Provide guidance on the indemnification of officers and
directors.

10. Provide guidance on business conduct, ethics, insider trading and
other business code of conduct matters.

11. Provide guidance to the Board on creating and maintaining an
ethical business environment, an evaluation of the CEO, and executive
succession planning.

V. CERTIFICATION
--------------------

This Charter of the Committee was duly approved and adopted by the Board of
Directors of the Company on March 28, 2005.

Attested and Signed:
---------------------------------------------
James R. Baumgardner, Corporate Secretary

Dated:
----------------

ANNUAL MEETING OF STOCKHOLDERS OF

AMERICAN ECOLOGY CORPORATION

MAY 25, 2005

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.

--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
AND "FOR" PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. Election of Directors:
NOMINEES:
[_] FOR ALL NOMINEES O Rotchford L. Barker
O Roy C. Eliff
[_] WITHHOLD AUTHORITY FOR ALL NOMINEES O Edward F. Heil
O Kenneth C. Leung
[_] FOR ALL EXCEPT O Stephen A. Romano
(See instructions below) O Jimmy D. Ross
O Richard T. Swope
O Richard Riazzi

INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "FOR ALL EXCEPT"and fill in the circle next to each nominee
you wish to withhold, as shown here: 0
--------------------------------------------------------------------------------

FOR AGAINST ABSTAIN

2. To ratify the selection of Moss Adams LLP as the [_] [_] [_]
Company's independent auditors for 2005.

3. To approve the new 2005 Non-Employee Director [_] [_] [_]
Compensation Plan.

The undersigned acknowledge(s) receipt of the Notice of Annual Meeting and Proxy
Statement and Annual Report, both dated March 28, 2005.

--------------------------------------------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
[_]
--------------------------------------------------------------------------------

Signature of Stockholder__________________ Date:________

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

AMERICAN ECOLOGY CORPORATION

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2005 THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stephen A. Romano, James R. Baumgardner and
Michael J. Gilberg as proxies, each with full power of substitution, to
represent and vote as designated on the reverse side, all the shares of Common
Stock of American Ecology Corporation held of record by the undersigned on March
28, 2005, at the Annual Meeting of Stockholders to be held at the Boise Centre
On The Grove located at 850 W. Front Street, Boise, Idaho 83702, or any
adjournment or postponement thereof.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)