15
As filed with the Securities and Exchange Commission on June 10, 1997.
                              Registration No.  333-_____
===========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM S-8
                                        
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                        
                              Earth Sciences, Inc.
              (Exact name of registrant as specified in its charter)
                                        
               Colorado                                84-0503749
       (State of incorporation)                   (IRS Employer Identification
                                      No.)
                                        
                 910 12th Street, Golden, Colorado        80401
           (Address of principal executive offices, including Zip Code)
                                        
     (Registrant's telephone number, including area code):   (303) 279-7641

                      EARTH SCIENCES, INC. STOCK BONUS PLAN
                              (Full title of plan)
                                        
                                Mark H. McKinnies
                    910 12th Street, Golden, Colorado  80401
                                 (303) 279-7641
            (Name, address, including zip code and telephone number,
              including area code, of agent for service of process)
                                        
                                        
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
                                   Proposed      Proposed
Title of                           maximum of-   maximum ag-     Amount of
securities to be    Amount to be   fering price  gregate of-     registration
registered          registered     per share     fering price    fee
______________________________________________________________________________
Common Stock, $.01
par value:          69,900 Shares  $  3.25 (1)   $227,175 (1)    $   68.84
______________________________________________________________________________

(1)  Determined solely for the purposes of calculating the registration fee
based on the average price of the Common Stock on NASDAQ's  SmallCapSM Market
on June 6, 1997.  Fee calculated pursuant to section (c) of Rule 457 of
Regulation C.

                                        
                                        1
<PAGE>
                                     PART II
                                        
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company (File No. 0-6088) with the
Commission are incorporated herein by reference.
     1.  The Company's annual report on Form 10-KSB, as amended, for the year
ended December 31, 1996 ("1996 10-KSB").
     2.  The Company's quarterly report on Form 10-QSB for the quarter ended
March 31, 1997.
     3.  The Company's current report on Form 8-K, as amended, dated April 30,
1997.
     4.  A description of the Company's Common Stock contained in the
Registration Statement on Form 8-A as declared effective by the Securities and
Exchange Commission.
     5.  All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof, which documents shall be deemed to be incorporated by
reference into this Registration Statement as a part hereof from the date of
filing such documents until a post-effective amendment to this Registration
Statement is filed which indicates that all shares of Common Stock being
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold.

Item 4.   DESCRIPTION OF SECURITIES.

     Not Applicable

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not Applicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article  7-109  of the Colorado Business Corporation Act authorizes  the
indemnification of directors and officers against liability incurred by reason
of  being  a  director  or officer and against expenses (including  attorney's
fees), judgments, fines and amounts paid in settlement and reasonably incurred
in connection with any action seeking to establish such liability, in the case
of third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the  corporation,  and  in the case of actions by  or  in  the  right  of  the
corporation, if the officer or director acted in good faith and in a manner he
reasonably  believed  to be in or not opposed to the  best  interests  of  the
corporation  and  if  such officer or director shall not  have  been  adjudged
liable   to   the   corporation,   unless  a   court   otherwise   determines.
Indemnification  is  also authorized with respect to any  criminal  action  or
proceeding  where  the  officer or director also had no  reasonable  cause  to
believe his conduct was unlawful.

      The above discussion of the Colorado Business Corporation Act is only  a
summary and is qualified in its entirety by the full text of the foregoing.

Article VIII of the Registrant's Bylaws provides as follows:

      Each  past,  present and future director and officer of the  corporation
shall  be indemnified by the corporation against all expenses, penalties,  and
liabilities, including attorneys' fees, reasonably incurred by or imposed upon
him  in  connection  with any actual or threatened claim,  demand,  action  or
proceeding,  whether civil or criminal, or in connection with  any  settlement
thereof,  to which he may be made a party, or in which he may become involved,
by  reason  of  his  being  or  having been  a  director  or  officer  of  the
corporation,  whether  or not he is a director or officer  at  the  time  such
expenses,  penalties or liabilities are incurred, except  in  cases  where  he
shall be finally adjudged in such action or proceeding to be liable for
                                        2
<PAGE>
willful  misconduct  in  the performance of his duties  as  such  director  or
officer.   The right of indemnification herein provided shall be  in  addition
to,  and  not exclusive of, all other rights to which such director or officer
may  be entitled and the right of indemnification herein provided shall  inure
to  the  benefit  of  the personal representatives of deceased  directors  and
officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

Item 8.  EXHIBITS.

Exhibit
Number              Description
3.1       Amended and Restated Certificate of Incorporation of the Company (1)
5.1*      Opinion of by Parcel, Mauro, Hultin & Spaanstra, P.C. as to legality
of the shares
23.1*          Consent of Hein + Associates LLP
23.2*           Consent  of  by  Parcel,  Mauro,  Hultin  &  Spaanstra,   P.C.
(contained in Exhibit 5.1)
99.1*          Stock Bonus Plan

*  Filed herewith.
------------------------------------------------------------------------------
(1)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996.

Item 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:
      (1)  To file, during any period in which offers or sales are being made,
a  post-effective  amendment to this registration  statement  to  include  any
material  information with respect to the plan of distribution not  previously
disclosed  in  the  registration statement or  any  material  change  to  such
information in the registration statement.
      (2)   That,  for purposes of determining liability under the  Securities
Act,  treat  each post-effective amendment as a new registration statement  of
the securities offered, and the offering of the securities at that time to  be
the initial bona fide offering.
      (3)  File a post-effective amendment to remove from registration any  if
the securities that remain unsold at the end of the offering.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as  amended,
the Registrant hereby certifies that it has reasonable grounds to believe that
it  meets  all of the requirements for filing on Form S-8 and has duly  caused
this  Registration Statement and any amendment thereto to  be  signed  on  its
behalf  by the undersigned, thereunto duly authorized, in the City of  Golden,
State of Colorado on June 10, 1997.

                              EARTH SCIENCES, INC.


Date:  June 10, 1997          /s/  Ramon E. Bisque
                              -----------------------------------------------
                              Ramon E. Bisque
                              Principal Executive Officer


                                        3
<PAGE>





Date:  June 10, 1997          /s/  Mark H. McKinnies
                              -----------------------------------------------
                              Mark H. McKinnies
                              President, Principal Financial and
                              Accounting Officer

      Pursuant to the requirements of the Securities Exchange Act of 1933,  as
amended, this Registration Statement and any amendment thereto has been signed
below by the following persons in the capacities and on the dates indicated.

Date:  June 10, 1997          /s/  Ramon E. Bisque
                              -----------------------------------------------
                              Ramon E. Bisque, Director

Date:  June 10, 1997          /s/  Duane N. Bloom
                              -----------------------------------------------
                              Duane N. Bloom, Director

Date:  June 10, 1997          /s/  Michael D. Durham
                              -----------------------------------------------
                              Michael D. Durham, Director

Date:  June 10, 1997          /s/  Robert H. Lowdermilk
                              -----------------------------------------------
                              Robert H. Lowdermilk, Director

Date:  June 10, 1997          /s/  Mark H. McKinnies
                              -----------------------------------------------
                              Mark H. McKinnies, Director
                                        
                                        
                                                                              
                                        4
<PAGE>
                                                                   Exhibit 5.1
                     Parcel, Mauro, Hultin & Spaanstra, P.C.
                                Attorneys at Law
                                   Suite 3600
                             1801 California Street
                          Denver, Colorado  80202-2636
                            Telephone (303) 292-6400
                            Telecopier (303) 295-3040
                                        
                                  June 10, 1997
                                        
Earth Sciences, Inc.
910 12th Street
Golden, Colorado  80401


Gentlemen:

     In connection with the Registration Statement on Form S-8 being filed by
the Earth Sciences, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 69,900 shares of the Company's Common Stock, $.01 par value,
to be offered under the Company's Stock Bonus Plan (the "Plan"),  we are of
the opinion that:

     1.   The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado.

     2.   All necessary corporate action has been taken to authorize the
establishment of the Plan and the issuance of 69,900 shares of the Company's
Common Stock under the Plan: and

     3.   The shares of the Company's Common Stock, when issued in accordance
with the Plan, will be legally issued, fully paid and nonassessable shares of
Common Stock of the Company.

     We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement referred to above.

                         Very truly yours,

                               /s/ Parcel, Mauro, Hultin & Spaanstra, P.C.
                              Parcel, Mauro, Hultin & Spaanstra, P.C.
                                        


                                                                              
                                        5
<PAGE>
                                                                  Exhibit 23.1
                                                                              
                          INDEPENDENT AUDITOR'S CONSENT
                                        
We  consent to the incorporation by reference of our report dated February  3,
1997 accompanying the financial statements of Earth Sciences, Inc. to Form S-3
Registration Statement of Earth Sciences, Inc. and to the use of our  name  as
appearing  under  the  heading  "Required  Opinions  and  Consents"   in   the
Registration Statement.

/s/  Hein + Associates LLP
HEIN + ASSOCIATES

Denver, Colorado
June 10, 1997
                                        
                                        6
<PAGE>
                                        
                              Earth Sciences, Inc.
                                 910 12th Street
                             Golden, Colorado  80401
                            Telephone (303) 279-7641
                            Telecopier (303) 279-1180
                                        
                                  June 10, 1997
                                        
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Registration Statement on Form S-8
          Covering the Registration of 69,900
          Common Shares of Earth Sciences, Inc.

Gentlemen and Ladies:

     On behalf of Earth Sciences, Inc., a Colorado Corporation (the
"Company"), we transmit through EDGAR, pursuant to the Securities Act of 1933,
as amended (the "1933 Act"), a registration statement on Form S-8 (the
"Registration Statement") covering 69,900 shares of Common Stock, par value
$.01 per share (the "Securities").

     The Securities are being registered in connection with the issuance of
69,900 shares of Common Stock of the Company pursuant to the Earth Sciences,
Inc. Stock Bonus Plan authorized by the shareholders of the Company in 1979.

     In connection with the foregoing, we are transmitting one copy of the
Registration Statement and copies of the exhibits listed beneath the caption
"Item 8.  EXHIBITS" contained in Part II of the Registration Statement.

     The registration fee in the amount of $ 68.84 has been wired transferred
to the SEC by the Company.

The following supplemental information is supplied in order to facilitate
timely review of the Registration Statement by the Staff:

     (1)  The Company has reviewed the various criteria for eligibility for
use of Form S-8 and we believe that such criteria are satisfied.  Moreover, we
believe that the Registration Statement is in compliance with the applicable
Form, instructions and rules pertaining thereto and (except as otherwise
indicated herein) is complete.

                                        7
<PAGE>
Securities and Exchange Commission
June 10, 1997
Page 2



     (2)  Concurrently with this filing, we are filing the Registration
Statement with the National Association of Securities Dealers, Inc., ("NASD").
We undertake to furnish the Staff with copies of any letter of comment or
other documents received from the staff of NASD.

     The Staff is requested to address any correspondence, comment or inquiry
to the undersigned, at the address or telephone number, as the case may be,
set forth above.


                              Very truly yours,
                              Earth Sciences, Inc.

                              /s/  Mark H. McKinnies
                              Mark H. McKinnies
                              President

                                                                              
                                        8
<PAGE>
                                                                  Exhibit 99.1
                              EARTH SCIENCES, INC.
                                STOCK BONUS PLAN
                                        
                                        
                                    ARTICLE I
                                        
                                 Purpose of Plan
The  purpose of this Plan is to promote the growth and profitability of  Earth
Sciences,  Inc. and its subsidiaries by awarding rights to receive  shares  of
the Common Stock of the corporation to certain select employees in recognition
of  their  exceptional  achievements on behalf  of  the  Corporation  and  its
subsidiaries.

                                   ARTICLE II
                                        
                                   Definitions
2.1   "Award" means a grant to an employee of a right to be issued  shares  of
Common Stock under this Plan.  An Award may be either a "Deferred Award" or an
"Immediate Award", as hereinafter  defined.
2.2  "Board of Directors" means the board of directors of the Corporation.
2.3  "Common Stock" means the $0.01 par value common stock of the Corporation.
2.4   "Corporation"  means Earth Sciences, Inc., and any  corporate  successor
thereto  (whether by merger, acquisition, consolidation, liquidation or  other
reorganization)  which  has adopted this Plan  and assumed  the  Corporation's
obligations hereunder.
2.5  "Date of Award" means the date on which the Board of Directors authorizes
an Award to a Participant under this Plan.
2.6   "Deferred Award" means an Award, described in Section 4.1, providing for
the  deferred issuance of the shares of Common Stock subject to the Award over
a  specified period of time conditioned on the Participant's remaining in  the
Continuous  Employment  of  the Corporation or a  Subsidiary  throughout  such
period of time.
2.7   "Disability" means the inability of a Participant to perform  the  usual
duties  of the position in which he is then employed by the Corporation  or  a
Subsidiary  by  reason  of  any  medically  determinable  physical  or  mental
incapacitation.  The determination as to whether a Participant has incurred  a
Disability  shall  be  made by the Executive Committee upon  the  basis  of  a
medical evaluation of the Participant by a licensed physician selected by  the
Executive Committee.
2.8   "Executive  Committee" means the executive committee  of  the  Board  of
Directors of the Corporation.
2.9   "First Anniversary Date" means, with respect to a particular Award to  a
particular Participant, the date one year after the Date of Award.
2.10 "Immediate Award" means an Award, described in Section 4.3, providing for
the  immediate issuance of the shares of Common Stock subject to the Award but
providing for the forfeiture of such shares if the Participant does not remain
in  the  Continuous  Employment  of the Corporation  or  a  Subsidiary  for  a
specified period of time.
2.11 "Participant" means any employee of the corporation or any Subsidiary who
has been granted an Award pursuant to this Plan.
2.12 "Second Anniversary Date" means, with respect to a particular Award to  a
particular Participant, the date two years after the Date of Award.
2.13 "Subsidiary" means any corporation 50 percent or more of the voting stock
of which is owned by the Corporation or another Subsidiary, or any partnership
or  joint  venture, 50 percent or more of the capital and profits interest  in
which  is  owned  by the Corporation or any other Subsidiary, or  any  limited
liability  company  50 percent or more of the voting membership  interests  of
which is owned by the Corporation or another Subsidiary.

                                        9
<PAGE>

                                   ARTICLE III
                                        
                              Award of Common Stock
                                        
3.1  Recommendations by Executive Committee.
      Prior to the close of each calendar year, the Executive Committee  shall
identify  those  employees, if any, of the Corporation or any Subsidiary  who,
because  of  their  exceptional contributions to  the  growth  and  successful
operation of the Corporation or a Subsidiary during such year, deserve  to  be
granted Awards.  The Executive Committee shall then recommend to the Board  of
Directors that it grant Awards to such employees, specify the number of shares
of  Common  Stock  to be the subject of the Award to each  such  employee  and
specify  whether  each such Award shall be a Deferred Award  or  an  Immediate
Award.
3.2  Award of Common Stock.
      At  least  once  each  year,  the Board of Directors  shall  review  the
recommendations  made by the Executive Committee pursuant to Section  3.1  and
determine the employees to whom Awards should be made, the number of shares of
Common  Stock  to  be the subject of each such Award, and whether  such  Award
shall be a Deferred Award or an Immediate Award.  The Board of Directors shall
have  complete  discretion  as to the granting of Awards,  but  shall  not  be
obligated  to  make  any  Awards, if it concludes that  such  Awards  are  not
justified  or  are  not  in  the best interests  of  the  Corporation  or  its
Subsidiaries.   The  Board  of  Directors may follow,  modify  or  reject  any
recommendation  of  the  Executive Committee, and  may  make  an  Award  to  a
particular employee of more or less shares of Common Stock than the  Executive
Committee recommended.  The Board of Directors shall not make an Award to  any
employee who has not been recommended for an Award by the Executive Committee.
The Board of Directors may make an award to a Participant to whom an Award has
previously been made.  The maximum number of shares of Common Stock which  may
be  the subject of one or more Awards to any Participant, and the total number
of  shares  of Common Stock which may be the subject of all Awards outstanding
under the Plan, shall be subject to the limitations of Section 3.4.
3.3  Acceptance of Awards.
     An employee to whom an Award has been granted may, upon written notice to
the  Executive  Committee, decline to accept the Award.  An employee  who  has
declined  to  accept an Award shall be eligible to receive  an  Award  in  any
future  year if the Board of Directors shall decide to grant him an  Award  in
any future year.
3.4  Maximum Number of Shares of Common Stock.
      The maximum number of shares of Common Stock subject to any single Award
to a Participant shall not exceed 15,000 shares and, if a Participant has been
granted  more  than one Award, the aggregate number of shares subject  to  all
such  Awards shall not exceed 25,000 shares.  The maximum number of shares  of
Common Stock subject to all awards granted to all Participants under this Plan
shall  not  exceed  125,000  shares.   Upon  termination  of  a  Participant's
Continuous  Employment, the shares of Common Stock represented by the  portion
of any Award forfeited by the Participant pursuant to Section 4.2 or 4.5 shall
no longer be considered to be the subject of an Award for the purposes of this
Section 3.4.

                                        
                                        
                                   ARTICLE IV
                                        
                            Issuance of Common Stock
4.1  Deferred Awards.
      The  shares  of  Common  Stock represented by  a  Deferred  Award  to  a
Participant  shall be issued to him on the following basis:   (i)  twenty-five
percent  of  the number of shares represented by the Deferred Award  shall  be
issued to the Participant as soon as practicable after the Date of Award;  and
(ii)  unless  forfeited as provided in Section 4.2, an additional  twenty-five
percent of the number of shares represented
                                       10
<PAGE>
by  the  Deferred Award shall be issued to him, on, or as soon as  practicable
after, each of the first Anniversary Date, the Second Anniversary Date and the
Third  Anniversary Date of the Date of Award.  The provisions of this  Section
4.1  relating  to  the  issuance of shares of Common Stock  shall  be  applied
separately to each Deferred Award made to a Participant under this Plan.   The
Board  of  Directors may, however, authorize the issuance of Common  Stock  to
Participants on terms different than those set forth in this Section 4.1.
4.2  Forfeiture of Deferred Awards.
     If the Continuous Employment, as defined in Section 4.7, of a Participant
terminates  for any reason, other than his Death or Disability, prior  to  any
Anniversary Date on which he is entitled to be issued a portion of the  shares
of  Common  Stock  subject to a Deferred Award to him, the  Participant  shall
forfeit the right to be issued the remaining shares of Common Stock which  are
the  subject of all Deferred Awards previously granted to him.  However, if  a
Participant's employment terminates on or after an Anniversary  Date  but  the
shares of Common Stock which became issuable to him under Section 4.1 on  that
Anniversary Date have not been issued, such shares of Common Stock  shall  not
be  forfeited  by  the  Participant but shall be issued  to  him  as  soon  as
practicable  thereafter.  If a Participant's Continuous Employment  terminates
due  to  his Disability or Death, he shall not forfeit the right to be  issued
the  shares  of  Common  Stock which are the subject  of  any  Deferred  Award
previously  granted  to  him.   In  such event,  he  (or  his  Beneficiary  or
Beneficiaries  in the event of his Death) shall be entitled to be  issued,  on
each  Anniversary  Date  next  succeeding the termination  of  his  Continuous
Employment,  the  shares of Common Stock, if any, which the Participant  would
have  been  entitled  to receive on such Anniversary Date had  his  Continuous
Employment not terminated.
4.3  Immediate Awards.
      One  hundred percent of the number of shares of Common Stock represented
by  an  Immediate Award to a Participant shall be issued to  him  as  soon  as
practicable  after the Date of Award.  The Participant shall  have  no  right,
however,  to  assign,  transfer,  discount, pledge  or  otherwise  dispose  of
("Restrictions on Transfer") seventy-five percent of the number of  shares  of
Common  Stock  so  issued to him, or any interest in such  shares,  until  the
Restrictions  on  Transfer terminate.  Unless the shares of  Common  Stock  so
restricted  are  forfeited  as provided in Section 4.5,  the  Restrictions  on
Transfer shall terminate as to one-third of the number of shares so restricted
on  each  of the First Anniversary Date, the Second Anniversary Date  and  the
Third  Anniversary Date of the Date of Award.  The provisions of this  Section
4.3  relating to the expiration of Restrictions on Transfer shall  be  applied
separately to each Immediate Award made to a Participant under this Plan.  The
Board of Directors may, however, authorize the termination of Restrictions  on
Transfer on terms different than those set forth in this Section 4.3.
4.4  Condition of Grant of Immediate Award.
      As  a condition of receiving an Immediate Award, any Participant to whom
such  an Award has been granted shall be obligated, if the Executive Committee
so  requires, to file an election under Section 83(b) of the Internal  Revenue
Code  of  1954,  as amended, to include in his income for Federal  income  tax
purposes  for the year in which the shares of Common Stock are issued  to  him
the fair market value on the date of the Award of the shares issued to him.
4.5  Forfeiture of Immediate Awards.
     If the Continuous Employment, as defined in Section 4.7, of a Participant
terminates  for any reason, other than his Death or Disability, prior  to  any
Anniversary  Date  on which the Restrictions on Transfer  terminate  as  to  a
portion of the shares of Common Stock issued to him under an Immediate  Award,
the  Participant shall forfeit all of the shares of Common Stock which are the
subject  of  all Immediate Awards previously granted to him and  which  remain
subject to Restrictions on Transfer.  A Participant shall promptly transfer to
the  Corporation  any  shares  so forfeited  by  him.   If  the  Participant's
Continuous Employment terminates due to his Death or Disability, he shall  not
forfeit such shares but they shall remain subject to Restrictions on Transfer.
The  Restrictions  on  Transfer  shall  terminate  on  each  Anniversary  Date
following  his death or disability as to the number of shares with respect  to
which such restrictions would have terminated had the Participant not died  or
become  disabled.  The Board of Directors may, however, authorize the issuance
of  Common  Stock to Participants on terms different than those set  forth  in
this Section 4.5.

                                       11
<PAGE>
4.6  Enforcement of Restrictions on Transfer.
      The  Restrictions on Transfer imposed by Section 4.3 on shares of Common
Stock  issued  under  an  Immediate Award shall be  enforced  as  provided  in
subsections (a), (b), and (c) below:
      (a)  Escrow:     The certificates for any shares of Common Stock subject
to Restrictions on Transfer shall be held in escrow by the Corporation (or its
designee)  as  escrow holder, until the Restrictions on Transfer  as  to  such
shares  have terminated.  Any purported sale, assignment, transfer, pledge  or
other disposition by the Participant of all or a portion of the shares (or any
interest therein) subject to Restrictions on Transfer shall be null and  void.
The secretary or other person having custody and control of the stock transfer
records  of  the  Corporation  shall not be required  to  recognize  any  such
assignment,  transfer, pledge, or other disposition, or to issue a  new  stock
certificate  or certificates therefor, unless or until the secretary  or  such
other  person  shall  have  received  written  evidence  satisfactory  to  the
Corporation  that  the  Restrictions  on  Transfer  as  to  such  shares  have
terminated.
      (b)   Legend on Certificates:  The certificates representing any  shares
which  are subject to the Restrictions on Transfer shall bear on their face  a
legend in form satisfactory to the Corporation indicating that such shares are
subject to the Restrictions on Transfer imposed by Section 4.3 of this Plan.
      (c)   Attorney in Fact:  If an employee shall become obligated, pursuant
to  Section  4.5,  to transfer shares of Common Stock to the  Corporation,  he
shall be deemed to have irrevocably appointed the president of the Corporation
as  his  attorney in fact to endorse any certificates for such shares,  or  to
execute any necessary stock powers, to effectuate the transfer of ownership of
such shares to the Corporation.
4.7   Continuous Employment.
      A Participant shall be considered to be continuously employed so long as
such  Participant remains an employee of the Corporation or a  Subsidiary.   A
Participant's Continuous Employment shall terminate as of the date  he  leaves
the  employment  of  the Corporation or a Subsidiary.   A  transfer  from  the
employment  of  the  Corporation to the employment of a  Subsidiary,  or  vice
versa,  without  intervening  employment  elsewhere  shall  not  constitute  a
termination  of  the  Participant's  Continuous  Employment.   The   Executive
Committee may, in its absolute discretion and under conditions imposed by  it,
determine that a Participant who has been granted a leave of absence  for  any
reason by the Corporation or a Subsidiary shall not incur a termination of his
Continuous  Employment.  Under such circumstances, the  Participant  shall  be
deemed to be employed continuously during the period of his leave of absence.
4.8       Issuance of Common Stock Subsequent to Termination or Suspension  of
the Plan.
      If  this  Plan  is terminated or suspended by action  of  the  Board  of
Directors  of  the  Corporation:  (a)  a Participant who has  been  granted  a
Deferred  Award  shall retain the right to:  (i) all shares  of  Common  Stock
which have theretofore been issued to him in accordance with Section 4.1;  and
(ii)  be issued any shares of Common Stock which are the subject of a Deferred
Award  to  him,  but  which have not been issued to him, upon  satisfying  the
requirements  of  Section 4.1; and (b) a Participant who has been  granted  an
Immediate Award shall retain the right to:  (i) all shares of Common Stock  as
to  which  the  Restrictions on Transfer have terminated  in  accordance  with
Section 4.3; and (ii) have the Restrictions on Transfer terminate as to  those
shares remaining subject to such restrictions upon satisfying the requirements
of Section 4.3.
4.9       Treatment of Forfeited Awards or Shares.
     If any portion of a Deferred Award to a Participant is forfeited pursuant
to  Section  4.2, or if any shares issued to a Participant under an  Immediate
Award are forfeited pursuant to Section 4.5, neither the Participant, nor  any
other person, shall have any present or future interest in the portion of  the
Deferred  Award, or in any shares of common Stock issued under  the  Immediate
Award, so forfeited.  For purposes of determining the maximum number of shares
of  Common  Stock which may be awarded under this Plan as provided in  Section
3.4,  any  shares of Common Stock represented by the portion of  any  Deferred
Award which has been forfeited, and any shares of Common Stock issued under an
Immediate  Award  which have been forfeited, shall be deemed  not  to  be  the
subject of an Award and shall again be available for award under the Plan.

                                       12
<PAGE>

                                    ARTICLE V
                                        
                                  Cash Bonuses
5.1  Award of Cash.
     Prior to the end of each calendar year, the Corporation may, in its
discretion, pay a cash bonus to, or on behalf of, each Participant to whom
shares of Common Stock have been issued during such year pursuant to an Award.
Such bonus may be applied for the benefit of the employee by being paid
directly to the Internal Revenue Service as part of the Federal income taxes
withheld from the Participant's compensation.  The amount of such bonus, if
any, shall be determined by, or at the discretion of, the Executive Committee
and may be in an amount which shall, based solely on the Participant's
compensation from the Corporation or any Subsidiary, approximate the
additional Federal and Colorado income tax liability, if any, incurred by the
Participant because of the Participant's receipt of the shares of Common Stock
issued to him during such year.  Under those circumstances, the amount of the
cash bonus shall be determined without regard to the fact that the cash bonus
itself will constitute taxable income to the Participant and give rise to
additional Federal and Colorado income tax liability.  Such cash bonus may be
paid in a single lump-sum payment, or in any number of installments, at the
discretion of the Executive Committee.

                                   ARTICLE VI
                                        
                                  Miscellaneous
6.1  Adjustment in Number of Shares.
     In the event of any change in the number of outstanding shares of Common
Stock by reason of any stock split, stock dividend, or other capital
transaction, the Executive Committee shall determine, in its absolute
discretion, whether such change equitably requires an adjustment in the
aggregate number of shares of Common Stock which are the subject of an Award,
but which have not yet been issued.  If the Executive Committee determines
that an adjustment is required, it shall make such adjustments as it deems
appropriate.  The Executive Committee shall not, however, award any fractional
shares as a result of any adjustment made under this Section 6.1.
6.2  Non-Alienation of Benefits.
     No Award or other right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void.  Except with respect to any indebtedness owed
by the Participant to the Corporation or a Subsidiary, no Award or other right
or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities or torts of any Participant.  If any Participant
hereunder should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any Award, right or benefit hereunder, then
such Award, right or benefit shall, in the discretion of the Executive
Committee, cease and, in such event, the Corporation may hold or apply the
same or any part thereof for the benefit of the Participant, his or her
spouse, children or other dependents, or any of them, in such manner and in
such proportion as the Executive Committee may deem appropriate.
6.3  Effect of Plan.
     Neither the establishment of this Plan, the granting of any Award, nor
the issuance of any shares of Common Stock thereunder, shall be construed as
giving any employee, Participant, or any other person, any legal right, except
as expressly provided herein, against the Corporation, its Subsidiaries,
shareholders, directors or officers, the Executive Committee or the Board of
Directors.  Nothing contained in this Plan shall be construed as a contract of
employment between the Corporation (or its Subsidiaries) and any employee or
Participant, as a right of any employee or Participant to be continued in the
employ of the Corporation (or its Subsidiaries), or as a limitation on the
right of the Corporation (or its Subsidiaries) to employ, discipline or
discharge any employee or Participant.  No Participant shall acquire any
rights as a shareholder of the Corporation except to the extent that shares of
Common Stock have
                                       13
<PAGE>
been issued to him under Section 4.1 or 4.3.  The rights of any Participant
shall be limited to the right to receive shares of Common Stock, if and when
such shares become issuable under the terms and conditions of this Plan, and
the right to receive cash bonuses under the terms and conditions of this Plan.
6.4  Designation of Beneficiaries.
     Each Participant shall, by signing a form furnished by the Executive
Committee, designate a person or persons (who may be named contingently or
successively) to whom shares of Common Stock shall be issued in the event of
the Participant's Death.  The shares which shall be issued to a Beneficiary or
Beneficiaries in the event of a Participant's Death are those which became
issuable to the Participants under Section 4.1 or 4.3 but were not issued to
him prior to his Death, or those which will become issuable under Section 4.1
to the Participant's Beneficiary or Beneficiaries after the Participant's
death, as provided in Section 4.2.  A designation of Beneficiary may be
changed at any time without the consent of a Beneficiary.  A designation of
Beneficiary shall not be effective unless and until filed with the Executive
Committee while the Participant is alive and, when so filed, shall supersede
all previous designations.  If a deceased Participant failed to name a
Beneficiary as provided above, or if the named Beneficiary dies before the
Participant or before issuance of the Participant's Common Stock, the
Executive Committee shall issue any shares of Common Stock which are or become
issuable under Section 4.1 or 4.3 to the legal representative of the estate of
the last to die of the Participant or his named Beneficiary.
6.5  Withholding of Taxes.
     The Corporation shall have the right to deduct from any salary or bonuses
payable to any Participant any and all income or payroll taxes required by law
to be withheld from the compensation, whether in cash or shares of Common
Stock, payable to such Participant.

                                   ARTICLE VII
                                        
                       Continuation and Amendment of Plan
7.1  Discontinuance of Plan.
     The continuation of this plan is not assumed as a contractual obligation
by the Corporation, and the right is reserved to the Corporation, by action of
its Board of Directors, to discontinue the Plan at any time.  If the Plan
shall be discontinued, no additional Awards shall be made under the Plan after
the date of discontinuance, but the Plan shall continue to be operated in
accordance with its terms, as they may hereafter be amended, with respect to
any Awards made prior to the date of discontinuance.
7.2  Amendment.
     The Corporation, by action of its Board of Directors, shall have the
right at any time, whether before or after discontinuance of the Plan, to
amend all or any of the provisions of the Plan in any manner.  Any such
amendment may prohibit or postpone the issuance of any shares of Common Stock
even though such shares may have become issuable after the effective date of
the amendment pursuant to any Award granted before the effective date of the
amendment.

                                  ARTICLE VIII
                                        
                         Representations of Participants
8.1  Acceptance of Plan.  By accepting any Award, a Participant shall be
deemed to have accepted all the terms and conditions of this Plan.
8.2  Transfer Restrictions.  Each Participant upon receiving any shares of
Common Stock shall represent in writing to the Corporation that, if such is
the case, the Common Stock so acquired has not been registered under the
Securities Act of 1933 or any state "Blue Sky" or securities law, that such
Common Stock is not freely transferable and that such Common Stock cannot be
offered, sold or transferred in whole or in part except in compliance with
such laws.  Such Participant shall also represent in writing that he is
acquiring such Common Stock for his own account, without any intention to make
an unregistered distribution thereof within the meaning of the Securities Act
of 1933 and that any certificate representing such Common Stock shall bear an
appropriate legend to such effect and the transfer agent for the Common Stock
shall be instructed to enter suitable "stop-transfer" notations in its records
to reflect the foregoing.

                                       14
<PAGE>

                                   ARTICLE IX
                                        
                                 Effective Date
     This Plan shall become effective as of March 13, 1978, subject to
approval by the shareholders of the Corporation.


                                       15
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 43471}]
{"company-data": {"conformed-name": "EARTH SCIENCES INC", "cik": "0000030985", "assigned-sic": "6795", "irs-number": "840503749", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28851", "film-number": "97621546"}, "business-address": {"street1": "910 12TH ST", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032797641"}, "mail-address": {"street1": "910 12TH STREET", "city": "GOLDEN", "state": "CO", "zip": "80401"}, "former-company": {"former-conformed-name": "COLORADO CENTRAL MINES INC", "date-changed": "19731128"}}
15
As filed with the Securities and Exchange Commission on June 10, 1997.
                              Registration No.  333-_____
===========================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM S-8
                                        
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                        
                              Earth Sciences, Inc.
              (Exact name of registrant as specified in its charter)
                                        
               Colorado                                84-0503749
       (State of incorporation)                   (IRS Employer Identification
                                      No.)
                                        
                 910 12th Street, Golden, Colorado        80401
           (Address of principal executive offices, including Zip Code)
                                        
     (Registrant's telephone number, including area code):   (303) 279-7641

                      EARTH SCIENCES, INC. STOCK BONUS PLAN
                              (Full title of plan)
                                        
                                Mark H. McKinnies
                    910 12th Street, Golden, Colorado  80401
                                 (303) 279-7641
            (Name, address, including zip code and telephone number,
              including area code, of agent for service of process)
                                        
                                        
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
                                   Proposed      Proposed
Title of                           maximum of-   maximum ag-     Amount of
securities to be    Amount to be   fering price  gregate of-     registration
registered          registered     per share     fering price    fee
______________________________________________________________________________
Common Stock, $.01
par value:          69,900 Shares  $  3.25 (1)   $227,175 (1)    $   68.84
______________________________________________________________________________

(1)  Determined solely for the purposes of calculating the registration fee
based on the average price of the Common Stock on NASDAQ's  SmallCapSM Market
on June 6, 1997.  Fee calculated pursuant to section (c) of Rule 457 of
Regulation C.

                                        
                                        1
PART II
                                        
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company (File No. 0-6088) with the
Commission are incorporated herein by reference.
     1.  The Company's annual report on Form 10-KSB, as amended, for the year
ended December 31, 1996 ("1996 10-KSB").
     2.  The Company's quarterly report on Form 10-QSB for the quarter ended
March 31, 1997.
     3.  The Company's current report on Form 8-K, as amended, dated April 30,
1997.
     4.  A description of the Company's Common Stock contained in the
Registration Statement on Form 8-A as declared effective by the Securities and
Exchange Commission.
     5.  All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof, which documents shall be deemed to be incorporated by
reference into this Registration Statement as a part hereof from the date of
filing such documents until a post-effective amendment to this Registration
Statement is filed which indicates that all shares of Common Stock being
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold.

Item 4.   DESCRIPTION OF SECURITIES.

     Not Applicable

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not Applicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article  7-109  of the Colorado Business Corporation Act authorizes  the
indemnification of directors and officers against liability incurred by reason
of  being  a  director  or officer and against expenses (including  attorney's
fees), judgments, fines and amounts paid in settlement and reasonably incurred
in connection with any action seeking to establish such liability, in the case
of third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the  corporation,  and  in the case of actions by  or  in  the  right  of  the
corporation, if the officer or director acted in good faith and in a manner he
reasonably  believed  to be in or not opposed to the  best  interests  of  the
corporation  and  if  such officer or director shall not  have  been  adjudged
liable   to   the   corporation,   unless  a   court   otherwise   determines.
Indemnification  is  also authorized with respect to any  criminal  action  or
proceeding  where  the  officer or director also had no  reasonable  cause  to
believe his conduct was unlawful.

      The above discussion of the Colorado Business Corporation Act is only  a
summary and is qualified in its entirety by the full text of the foregoing.

Article VIII of the Registrant's Bylaws provides as follows:

      Each  past,  present and future director and officer of the  corporation
shall  be indemnified by the corporation against all expenses, penalties,  and
liabilities, including attorneys' fees, reasonably incurred by or imposed upon
him  in  connection  with any actual or threatened claim,  demand,  action  or
proceeding,  whether civil or criminal, or in connection with  any  settlement
thereof,  to which he may be made a party, or in which he may become involved,
by  reason  of  his  being  or  having been  a  director  or  officer  of  the
corporation,  whether  or not he is a director or officer  at  the  time  such
expenses,  penalties or liabilities are incurred, except  in  cases  where  he
shall be finally adjudged in such action or proceeding to be liable for
                                        2
willful  misconduct  in  the performance of his duties  as  such  director  or
officer.   The right of indemnification herein provided shall be  in  addition
to,  and  not exclusive of, all other rights to which such director or officer
may  be entitled and the right of indemnification herein provided shall  inure
to  the  benefit  of  the personal representatives of deceased  directors  and
officers.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable

Item 8.  EXHIBITS.

Exhibit
Number              Description
3.1       Amended and Restated Certificate of Incorporation of the Company (1)
5.1*      Opinion of by Parcel, Mauro, Hultin & Spaanstra, P.C. as to legality
of the shares
23.1*          Consent of Hein + Associates LLP
23.2*           Consent  of  by  Parcel,  Mauro,  Hultin  &  Spaanstra,   P.C.
(contained in Exhibit 5.1)
99.1*          Stock Bonus Plan

*  Filed herewith.
------------------------------------------------------------------------------
(1)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996.

Item 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:
      (1)  To file, during any period in which offers or sales are being made,
a  post-effective  amendment to this registration  statement  to  include  any
material  information with respect to the plan of distribution not  previously
disclosed  in  the  registration statement or  any  material  change  to  such
information in the registration statement.
      (2)   That,  for purposes of determining liability under the  Securities
Act,  treat  each post-effective amendment as a new registration statement  of
the securities offered, and the offering of the securities at that time to  be
the initial bona fide offering.
      (3)  File a post-effective amendment to remove from registration any  if
the securities that remain unsold at the end of the offering.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as  amended,
the Registrant hereby certifies that it has reasonable grounds to believe that
it  meets  all of the requirements for filing on Form S-8 and has duly  caused
this  Registration Statement and any amendment thereto to  be  signed  on  its
behalf  by the undersigned, thereunto duly authorized, in the City of  Golden,
State of Colorado on June 10, 1997.

                              EARTH SCIENCES, INC.

Date:  June 10, 1997          /s/  Ramon E. Bisque
                              -----------------------------------------------
                              Ramon E. Bisque
                              Principal Executive Officer

                                        3
Date:  June 10, 1997          /s/  Mark H. McKinnies
                              -----------------------------------------------
                              Mark H. McKinnies
                              President, Principal Financial and
                              Accounting Officer

      Pursuant to the requirements of the Securities Exchange Act of 1933,  as
amended, this Registration Statement and any amendment thereto has been signed
below by the following persons in the capacities and on the dates indicated.

Date:  June 10, 1997          /s/  Ramon E. Bisque
                              -----------------------------------------------
                              Ramon E. Bisque, Director

Date:  June 10, 1997          /s/  Duane N. Bloom
                              -----------------------------------------------
                              Duane N. Bloom, Director

Date:  June 10, 1997          /s/  Michael D. Durham
                              -----------------------------------------------
                              Michael D. Durham, Director

Date:  June 10, 1997          /s/  Robert H. Lowdermilk
                              -----------------------------------------------
                              Robert H. Lowdermilk, Director

Date:  June 10, 1997          /s/  Mark H. McKinnies
                              -----------------------------------------------
                              Mark H. McKinnies, Director
                                        
                                        
                                                                              
                                        4
Exhibit 5.1
                     Parcel, Mauro, Hultin & Spaanstra, P.C.
                                Attorneys at Law
                                   Suite 3600
                             1801 California Street
                          Denver, Colorado  80202-2636
                            Telephone (303) 292-6400
                            Telecopier (303) 295-3040
                                        
                                  June 10, 1997
                                        
Earth Sciences, Inc.
910 12th Street
Golden, Colorado  80401

Gentlemen:

     In connection with the Registration Statement on Form S-8 being filed by
the Earth Sciences, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 69,900 shares of the Company's Common Stock, $.01 par value,
to be offered under the Company's Stock Bonus Plan (the "Plan"),  we are of
the opinion that:

     1.   The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado.

     2.   All necessary corporate action has been taken to authorize the
establishment of the Plan and the issuance of 69,900 shares of the Company's
Common Stock under the Plan: and

     3.   The shares of the Company's Common Stock, when issued in accordance
with the Plan, will be legally issued, fully paid and nonassessable shares of
Common Stock of the Company.

     We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement referred to above.

                         Very truly yours,

                               /s/ Parcel, Mauro, Hultin & Spaanstra, P.C.
                              Parcel, Mauro, Hultin & Spaanstra, P.C.
                                        

                                                                              
                                        5
Exhibit 23.1
                                                                              
                          INDEPENDENT AUDITOR'S CONSENT
                                        
We  consent to the incorporation by reference of our report dated February  3,
1997 accompanying the financial statements of Earth Sciences, Inc. to Form S-3
Registration Statement of Earth Sciences, Inc. and to the use of our  name  as
appearing  under  the  heading  "Required  Opinions  and  Consents"   in   the
Registration Statement.

/s/  Hein + Associates LLP
HEIN + ASSOCIATES

Denver, Colorado
June 10, 1997
                                        
                                        6
Earth Sciences, Inc.
                                 910 12th Street
                             Golden, Colorado  80401
                            Telephone (303) 279-7641
                            Telecopier (303) 279-1180
                                        
                                  June 10, 1997
                                        
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Registration Statement on Form S-8
          Covering the Registration of 69,900
          Common Shares of Earth Sciences, Inc.

Gentlemen and Ladies:

     On behalf of Earth Sciences, Inc., a Colorado Corporation (the
"Company"), we transmit through EDGAR, pursuant to the Securities Act of 1933,
as amended (the "1933 Act"), a registration statement on Form S-8 (the
"Registration Statement") covering 69,900 shares of Common Stock, par value
$.01 per share (the "Securities").

     The Securities are being registered in connection with the issuance of
69,900 shares of Common Stock of the Company pursuant to the Earth Sciences,
Inc. Stock Bonus Plan authorized by the shareholders of the Company in 1979.

     In connection with the foregoing, we are transmitting one copy of the
Registration Statement and copies of the exhibits listed beneath the caption
"Item 8.  EXHIBITS" contained in Part II of the Registration Statement.

     The registration fee in the amount of $ 68.84 has been wired transferred
to the SEC by the Company.

The following supplemental information is supplied in order to facilitate
timely review of the Registration Statement by the Staff:

     (1)  The Company has reviewed the various criteria for eligibility for
use of Form S-8 and we believe that such criteria are satisfied.  Moreover, we
believe that the Registration Statement is in compliance with the applicable
Form, instructions and rules pertaining thereto and (except as otherwise
indicated herein) is complete.

                                        7
Securities and Exchange Commission
June 10, 1997
Page 2

     (2)  Concurrently with this filing, we are filing the Registration
Statement with the National Association of Securities Dealers, Inc., ("NASD").
We undertake to furnish the Staff with copies of any letter of comment or
other documents received from the staff of NASD.

     The Staff is requested to address any correspondence, comment or inquiry
to the undersigned, at the address or telephone number, as the case may be,
set forth above.

                              Very truly yours,
                              Earth Sciences, Inc.

                              /s/  Mark H. McKinnies
                              Mark H. McKinnies
                              President

                                                                              
                                        8
Exhibit 99.1
                              EARTH SCIENCES, INC.
                                STOCK BONUS PLAN
                                        
                                        
                                    ARTICLE I
                                        
                                 Purpose of Plan
The  purpose of this Plan is to promote the growth and profitability of  Earth
Sciences,  Inc. and its subsidiaries by awarding rights to receive  shares  of
the Common Stock of the corporation to certain select employees in recognition
of  their  exceptional  achievements on behalf  of  the  Corporation  and  its
subsidiaries.

                                   ARTICLE II
                                        
                                   Definitions
2.1   "Award" means a grant to an employee of a right to be issued  shares  of
Common Stock under this Plan.  An Award may be either a "Deferred Award" or an
"Immediate Award", as hereinafter  defined.
2.2  "Board of Directors" means the board of directors of the Corporation.
2.3  "Common Stock" means the $0.01 par value common stock of the Corporation.
2.4   "Corporation"  means Earth Sciences, Inc., and any  corporate  successor
thereto  (whether by merger, acquisition, consolidation, liquidation or  other
reorganization)  which  has adopted this Plan  and assumed  the  Corporation's
obligations hereunder.
2.5  "Date of Award" means the date on which the Board of Directors authorizes
an Award to a Participant under this Plan.
2.6   "Deferred Award" means an Award, described in Section 4.1, providing for
the  deferred issuance of the shares of Common Stock subject to the Award over
a  specified period of time conditioned on the Participant's remaining in  the
Continuous  Employment  of  the Corporation or a  Subsidiary  throughout  such
period of time.
2.7   "Disability" means the inability of a Participant to perform  the  usual
duties  of the position in which he is then employed by the Corporation  or  a
Subsidiary  by  reason  of  any  medically  determinable  physical  or  mental
incapacitation.  The determination as to whether a Participant has incurred  a
Disability  shall  be  made by the Executive Committee upon  the  basis  of  a
medical evaluation of the Participant by a licensed physician selected by  the
Executive Committee.
2.8   "Executive  Committee" means the executive committee  of  the  Board  of
Directors of the Corporation.
2.9   "First Anniversary Date" means, with respect to a particular Award to  a
particular Participant, the date one year after the Date of Award.
2.10 "Immediate Award" means an Award, described in Section 4.3, providing for
the  immediate issuance of the shares of Common Stock subject to the Award but
providing for the forfeiture of such shares if the Participant does not remain
in  the  Continuous  Employment  of the Corporation  or  a  Subsidiary  for  a
specified period of time.
2.11 "Participant" means any employee of the corporation or any Subsidiary who
has been granted an Award pursuant to this Plan.
2.12 "Second Anniversary Date" means, with respect to a particular Award to  a
particular Participant, the date two years after the Date of Award.
2.13 "Subsidiary" means any corporation 50 percent or more of the voting stock
of which is owned by the Corporation or another Subsidiary, or any partnership
or  joint  venture, 50 percent or more of the capital and profits interest  in
which  is  owned  by the Corporation or any other Subsidiary, or  any  limited
liability  company  50 percent or more of the voting membership  interests  of
which is owned by the Corporation or another Subsidiary.

                                        9
ARTICLE III
                                        
                              Award of Common Stock
                                        
3.1  Recommendations by Executive Committee.
      Prior to the close of each calendar year, the Executive Committee  shall
identify  those  employees, if any, of the Corporation or any Subsidiary  who,
because  of  their  exceptional contributions to  the  growth  and  successful
operation of the Corporation or a Subsidiary during such year, deserve  to  be
granted Awards.  The Executive Committee shall then recommend to the Board  of
Directors that it grant Awards to such employees, specify the number of shares
of  Common  Stock  to be the subject of the Award to each  such  employee  and
specify  whether  each such Award shall be a Deferred Award  or  an  Immediate
Award.
3.2  Award of Common Stock.
      At  least  once  each  year,  the Board of Directors  shall  review  the
recommendations  made by the Executive Committee pursuant to Section  3.1  and
determine the employees to whom Awards should be made, the number of shares of
Common  Stock  to  be the subject of each such Award, and whether  such  Award
shall be a Deferred Award or an Immediate Award.  The Board of Directors shall
have  complete  discretion  as to the granting of Awards,  but  shall  not  be
obligated  to  make  any  Awards, if it concludes that  such  Awards  are  not
justified  or  are  not  in  the best interests  of  the  Corporation  or  its
Subsidiaries.   The  Board  of  Directors may follow,  modify  or  reject  any
recommendation  of  the  Executive Committee, and  may  make  an  Award  to  a
particular employee of more or less shares of Common Stock than the  Executive
Committee recommended.  The Board of Directors shall not make an Award to  any
employee who has not been recommended for an Award by the Executive Committee.
The Board of Directors may make an award to a Participant to whom an Award has
previously been made.  The maximum number of shares of Common Stock which  may
be  the subject of one or more Awards to any Participant, and the total number
of  shares  of Common Stock which may be the subject of all Awards outstanding
under the Plan, shall be subject to the limitations of Section 3.4.
3.3  Acceptance of Awards.
     An employee to whom an Award has been granted may, upon written notice to
the  Executive  Committee, decline to accept the Award.  An employee  who  has
declined  to  accept an Award shall be eligible to receive  an  Award  in  any
future  year if the Board of Directors shall decide to grant him an  Award  in
any future year.
3.4  Maximum Number of Shares of Common Stock.
      The maximum number of shares of Common Stock subject to any single Award
to a Participant shall not exceed 15,000 shares and, if a Participant has been
granted  more  than one Award, the aggregate number of shares subject  to  all
such  Awards shall not exceed 25,000 shares.  The maximum number of shares  of
Common Stock subject to all awards granted to all Participants under this Plan
shall  not  exceed  125,000  shares.   Upon  termination  of  a  Participant's
Continuous  Employment, the shares of Common Stock represented by the  portion
of any Award forfeited by the Participant pursuant to Section 4.2 or 4.5 shall
no longer be considered to be the subject of an Award for the purposes of this
Section 3.4.

                                        
                                        
                                   ARTICLE IV
                                        
                            Issuance of Common Stock
4.1  Deferred Awards.
      The  shares  of  Common  Stock represented by  a  Deferred  Award  to  a
Participant  shall be issued to him on the following basis:   (i)  twenty-five
percent  of  the number of shares represented by the Deferred Award  shall  be
issued to the Participant as soon as practicable after the Date of Award;  and
(ii)  unless  forfeited as provided in Section 4.2, an additional  twenty-five
percent of the number of shares represented
                                       10
by  the  Deferred Award shall be issued to him, on, or as soon as  practicable
after, each of the first Anniversary Date, the Second Anniversary Date and the
Third  Anniversary Date of the Date of Award.  The provisions of this  Section
4.1  relating  to  the  issuance of shares of Common Stock  shall  be  applied
separately to each Deferred Award made to a Participant under this Plan.   The
Board  of  Directors may, however, authorize the issuance of Common  Stock  to
Participants on terms different than those set forth in this Section 4.1.
4.2  Forfeiture of Deferred Awards.
     If the Continuous Employment, as defined in Section 4.7, of a Participant
terminates  for any reason, other than his Death or Disability, prior  to  any
Anniversary Date on which he is entitled to be issued a portion of the  shares
of  Common  Stock  subject to a Deferred Award to him, the  Participant  shall
forfeit the right to be issued the remaining shares of Common Stock which  are
the  subject of all Deferred Awards previously granted to him.  However, if  a
Participant's employment terminates on or after an Anniversary  Date  but  the
shares of Common Stock which became issuable to him under Section 4.1 on  that
Anniversary Date have not been issued, such shares of Common Stock  shall  not
be  forfeited  by  the  Participant but shall be issued  to  him  as  soon  as
practicable  thereafter.  If a Participant's Continuous Employment  terminates
due  to  his Disability or Death, he shall not forfeit the right to be  issued
the  shares  of  Common  Stock which are the subject  of  any  Deferred  Award
previously  granted  to  him.   In  such event,  he  (or  his  Beneficiary  or
Beneficiaries  in the event of his Death) shall be entitled to be  issued,  on
each  Anniversary  Date  next  succeeding the termination  of  his  Continuous
Employment,  the  shares of Common Stock, if any, which the Participant  would
have  been  entitled  to receive on such Anniversary Date had  his  Continuous
Employment not terminated.
4.3  Immediate Awards.
      One  hundred percent of the number of shares of Common Stock represented
by  an  Immediate Award to a Participant shall be issued to  him  as  soon  as
practicable  after the Date of Award.  The Participant shall  have  no  right,
however,  to  assign,  transfer,  discount, pledge  or  otherwise  dispose  of
("Restrictions on Transfer") seventy-five percent of the number of  shares  of
Common  Stock  so  issued to him, or any interest in such  shares,  until  the
Restrictions  on  Transfer terminate.  Unless the shares of  Common  Stock  so
restricted  are  forfeited  as provided in Section 4.5,  the  Restrictions  on
Transfer shall terminate as to one-third of the number of shares so restricted
on  each  of the First Anniversary Date, the Second Anniversary Date  and  the
Third  Anniversary Date of the Date of Award.  The provisions of this  Section
4.3  relating to the expiration of Restrictions on Transfer shall  be  applied
separately to each Immediate Award made to a Participant under this Plan.  The
Board of Directors may, however, authorize the termination of Restrictions  on
Transfer on terms different than those set forth in this Section 4.3.
4.4  Condition of Grant of Immediate Award.
      As  a condition of receiving an Immediate Award, any Participant to whom
such  an Award has been granted shall be obligated, if the Executive Committee
so  requires, to file an election under Section 83(b) of the Internal  Revenue
Code  of  1954,  as amended, to include in his income for Federal  income  tax
purposes  for the year in which the shares of Common Stock are issued  to  him
the fair market value on the date of the Award of the shares issued to him.
4.5  Forfeiture of Immediate Awards.
     If the Continuous Employment, as defined in Section 4.7, of a Participant
terminates  for any reason, other than his Death or Disability, prior  to  any
Anniversary  Date  on which the Restrictions on Transfer  terminate  as  to  a
portion of the shares of Common Stock issued to him under an Immediate  Award,
the  Participant shall forfeit all of the shares of Common Stock which are the
subject  of  all Immediate Awards previously granted to him and  which  remain
subject to Restrictions on Transfer.  A Participant shall promptly transfer to
the  Corporation  any  shares  so forfeited  by  him.   If  the  Participant's
Continuous Employment terminates due to his Death or Disability, he shall  not
forfeit such shares but they shall remain subject to Restrictions on Transfer.
The  Restrictions  on  Transfer  shall  terminate  on  each  Anniversary  Date
following  his death or disability as to the number of shares with respect  to
which such restrictions would have terminated had the Participant not died  or
become  disabled.  The Board of Directors may, however, authorize the issuance
of  Common  Stock to Participants on terms different than those set  forth  in
this Section 4.5.

                                       11
4.6  Enforcement of Restrictions on Transfer.
      The  Restrictions on Transfer imposed by Section 4.3 on shares of Common
Stock  issued  under  an  Immediate Award shall be  enforced  as  provided  in
subsections (a), (b), and (c) below:
      (a)  Escrow:     The certificates for any shares of Common Stock subject
to Restrictions on Transfer shall be held in escrow by the Corporation (or its
designee)  as  escrow holder, until the Restrictions on Transfer  as  to  such
shares  have terminated.  Any purported sale, assignment, transfer, pledge  or
other disposition by the Participant of all or a portion of the shares (or any
interest therein) subject to Restrictions on Transfer shall be null and  void.
The secretary or other person having custody and control of the stock transfer
records  of  the  Corporation  shall not be required  to  recognize  any  such
assignment,  transfer, pledge, or other disposition, or to issue a  new  stock
certificate  or certificates therefor, unless or until the secretary  or  such
other  person  shall  have  received  written  evidence  satisfactory  to  the
Corporation  that  the  Restrictions  on  Transfer  as  to  such  shares  have
terminated.
      (b)   Legend on Certificates:  The certificates representing any  shares
which  are subject to the Restrictions on Transfer shall bear on their face  a
legend in form satisfactory to the Corporation indicating that such shares are
subject to the Restrictions on Transfer imposed by Section 4.3 of this Plan.
      (c)   Attorney in Fact:  If an employee shall become obligated, pursuant
to  Section  4.5,  to transfer shares of Common Stock to the  Corporation,  he
shall be deemed to have irrevocably appointed the president of the Corporation
as  his  attorney in fact to endorse any certificates for such shares,  or  to
execute any necessary stock powers, to effectuate the transfer of ownership of
such shares to the Corporation.
4.7   Continuous Employment.
      A Participant shall be considered to be continuously employed so long as
such  Participant remains an employee of the Corporation or a  Subsidiary.   A
Participant's Continuous Employment shall terminate as of the date  he  leaves
the  employment  of  the Corporation or a Subsidiary.   A  transfer  from  the
employment  of  the  Corporation to the employment of a  Subsidiary,  or  vice
versa,  without  intervening  employment  elsewhere  shall  not  constitute  a
termination  of  the  Participant's  Continuous  Employment.   The   Executive
Committee may, in its absolute discretion and under conditions imposed by  it,
determine that a Participant who has been granted a leave of absence  for  any
reason by the Corporation or a Subsidiary shall not incur a termination of his
Continuous  Employment.  Under such circumstances, the  Participant  shall  be
deemed to be employed continuously during the period of his leave of absence.
4.8       Issuance of Common Stock Subsequent to Termination or Suspension  of
the Plan.
      If  this  Plan  is terminated or suspended by action  of  the  Board  of
Directors  of  the  Corporation:  (a)  a Participant who has  been  granted  a
Deferred  Award  shall retain the right to:  (i) all shares  of  Common  Stock
which have theretofore been issued to him in accordance with Section 4.1;  and
(ii)  be issued any shares of Common Stock which are the subject of a Deferred
Award  to  him,  but  which have not been issued to him, upon  satisfying  the
requirements  of  Section 4.1; and (b) a Participant who has been  granted  an
Immediate Award shall retain the right to:  (i) all shares of Common Stock  as
to  which  the  Restrictions on Transfer have terminated  in  accordance  with
Section 4.3; and (ii) have the Restrictions on Transfer terminate as to  those
shares remaining subject to such restrictions upon satisfying the requirements
of Section 4.3.
4.9       Treatment of Forfeited Awards or Shares.
     If any portion of a Deferred Award to a Participant is forfeited pursuant
to  Section  4.2, or if any shares issued to a Participant under an  Immediate
Award are forfeited pursuant to Section 4.5, neither the Participant, nor  any
other person, shall have any present or future interest in the portion of  the
Deferred  Award, or in any shares of common Stock issued under  the  Immediate
Award, so forfeited.  For purposes of determining the maximum number of shares
of  Common  Stock which may be awarded under this Plan as provided in  Section
3.4,  any  shares of Common Stock represented by the portion of  any  Deferred
Award which has been forfeited, and any shares of Common Stock issued under an
Immediate  Award  which have been forfeited, shall be deemed  not  to  be  the
subject of an Award and shall again be available for award under the Plan.

                                       12
ARTICLE V
                                        
                                  Cash Bonuses
5.1  Award of Cash.
     Prior to the end of each calendar year, the Corporation may, in its
discretion, pay a cash bonus to, or on behalf of, each Participant to whom
shares of Common Stock have been issued during such year pursuant to an Award.
Such bonus may be applied for the benefit of the employee by being paid
directly to the Internal Revenue Service as part of the Federal income taxes
withheld from the Participant's compensation.  The amount of such bonus, if
any, shall be determined by, or at the discretion of, the Executive Committee
and may be in an amount which shall, based solely on the Participant's
compensation from the Corporation or any Subsidiary, approximate the
additional Federal and Colorado income tax liability, if any, incurred by the
Participant because of the Participant's receipt of the shares of Common Stock
issued to him during such year.  Under those circumstances, the amount of the
cash bonus shall be determined without regard to the fact that the cash bonus
itself will constitute taxable income to the Participant and give rise to
additional Federal and Colorado income tax liability.  Such cash bonus may be
paid in a single lump-sum payment, or in any number of installments, at the
discretion of the Executive Committee.

                                   ARTICLE VI
                                        
                                  Miscellaneous
6.1  Adjustment in Number of Shares.
     In the event of any change in the number of outstanding shares of Common
Stock by reason of any stock split, stock dividend, or other capital
transaction, the Executive Committee shall determine, in its absolute
discretion, whether such change equitably requires an adjustment in the
aggregate number of shares of Common Stock which are the subject of an Award,
but which have not yet been issued.  If the Executive Committee determines
that an adjustment is required, it shall make such adjustments as it deems
appropriate.  The Executive Committee shall not, however, award any fractional
shares as a result of any adjustment made under this Section 6.1.
6.2  Non-Alienation of Benefits.
     No Award or other right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void.  Except with respect to any indebtedness owed
by the Participant to the Corporation or a Subsidiary, no Award or other right
or benefit hereunder shall in any manner be liable for or subject to the
debts, contracts, liabilities or torts of any Participant.  If any Participant
hereunder should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any Award, right or benefit hereunder, then
such Award, right or benefit shall, in the discretion of the Executive
Committee, cease and, in such event, the Corporation may hold or apply the
same or any part thereof for the benefit of the Participant, his or her
spouse, children or other dependents, or any of them, in such manner and in
such proportion as the Executive Committee may deem appropriate.
6.3  Effect of Plan.
     Neither the establishment of this Plan, the granting of any Award, nor
the issuance of any shares of Common Stock thereunder, shall be construed as
giving any employee, Participant, or any other person, any legal right, except
as expressly provided herein, against the Corporation, its Subsidiaries,
shareholders, directors or officers, the Executive Committee or the Board of
Directors.  Nothing contained in this Plan shall be construed as a contract of
employment between the Corporation (or its Subsidiaries) and any employee or
Participant, as a right of any employee or Participant to be continued in the
employ of the Corporation (or its Subsidiaries), or as a limitation on the
right of the Corporation (or its Subsidiaries) to employ, discipline or
discharge any employee or Participant.  No Participant shall acquire any
rights as a shareholder of the Corporation except to the extent that shares of
Common Stock have
                                       13
been issued to him under Section 4.1 or 4.3.  The rights of any Participant
shall be limited to the right to receive shares of Common Stock, if and when
such shares become issuable under the terms and conditions of this Plan, and
the right to receive cash bonuses under the terms and conditions of this Plan.
6.4  Designation of Beneficiaries.
     Each Participant shall, by signing a form furnished by the Executive
Committee, designate a person or persons (who may be named contingently or
successively) to whom shares of Common Stock shall be issued in the event of
the Participant's Death.  The shares which shall be issued to a Beneficiary or
Beneficiaries in the event of a Participant's Death are those which became
issuable to the Participants under Section 4.1 or 4.3 but were not issued to
him prior to his Death, or those which will become issuable under Section 4.1
to the Participant's Beneficiary or Beneficiaries after the Participant's
death, as provided in Section 4.2.  A designation of Beneficiary may be
changed at any time without the consent of a Beneficiary.  A designation of
Beneficiary shall not be effective unless and until filed with the Executive
Committee while the Participant is alive and, when so filed, shall supersede
all previous designations.  If a deceased Participant failed to name a
Beneficiary as provided above, or if the named Beneficiary dies before the
Participant or before issuance of the Participant's Common Stock, the
Executive Committee shall issue any shares of Common Stock which are or become
issuable under Section 4.1 or 4.3 to the legal representative of the estate of
the last to die of the Participant or his named Beneficiary.
6.5  Withholding of Taxes.
     The Corporation shall have the right to deduct from any salary or bonuses
payable to any Participant any and all income or payroll taxes required by law
to be withheld from the compensation, whether in cash or shares of Common
Stock, payable to such Participant.

                                   ARTICLE VII
                                        
                       Continuation and Amendment of Plan
7.1  Discontinuance of Plan.
     The continuation of this plan is not assumed as a contractual obligation
by the Corporation, and the right is reserved to the Corporation, by action of
its Board of Directors, to discontinue the Plan at any time.  If the Plan
shall be discontinued, no additional Awards shall be made under the Plan after
the date of discontinuance, but the Plan shall continue to be operated in
accordance with its terms, as they may hereafter be amended, with respect to
any Awards made prior to the date of discontinuance.
7.2  Amendment.
     The Corporation, by action of its Board of Directors, shall have the
right at any time, whether before or after discontinuance of the Plan, to
amend all or any of the provisions of the Plan in any manner.  Any such
amendment may prohibit or postpone the issuance of any shares of Common Stock
even though such shares may have become issuable after the effective date of
the amendment pursuant to any Award granted before the effective date of the
amendment.

                                  ARTICLE VIII
                                        
                         Representations of Participants
8.1  Acceptance of Plan.  By accepting any Award, a Participant shall be
deemed to have accepted all the terms and conditions of this Plan.
8.2  Transfer Restrictions.  Each Participant upon receiving any shares of
Common Stock shall represent in writing to the Corporation that, if such is
the case, the Common Stock so acquired has not been registered under the
Securities Act of 1933 or any state "Blue Sky" or securities law, that such
Common Stock is not freely transferable and that such Common Stock cannot be
offered, sold or transferred in whole or in part except in compliance with
such laws.  Such Participant shall also represent in writing that he is
acquiring such Common Stock for his own account, without any intention to make
an unregistered distribution thereof within the meaning of the Securities Act
of 1933 and that any certificate representing such Common Stock shall bear an
appropriate legend to such effect and the transfer agent for the Common Stock
shall be instructed to enter suitable "stop-transfer" notations in its records
to reflect the foregoing.

                                       14
ARTICLE IX
                                        
                                 Effective Date
     This Plan shall become effective as of March 13, 1978, subject to
approval by the shareholders of the Corporation.

                                       15