8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

Date of Report (Date of earliest event reported): February 28, 2008

AMERICAN ECOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-11688	95-3889638
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)
Lakepointe Centre I,
300 E. Mallard Drive, Suite 300
Boise, Idaho		83706
(Address of principal executive		(Zip Code)
offices)

(208) 331-8400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On February 28, 2008, director Richard T. Swope submitted a letter indicating that he will not stand for re-election at the 2008 Annual Meeting of Stockholders of American Ecology Corporation (the “Company”). Mr. Swope’s letter is attached as Exhibit 17.1 to this report. At the February 26-27, 2008 Board meeting, Mr. Swope disagreed with the Board of Director’s action to combine the position of Chairman and Chief Executive Officer, and the reconstitution of the Corporate Governance Committee that was approved at the February 22, 2008 special meeting of the Board. Mr. Swope, who joined the Board in 2005, continues to serve on the Compensation Committee and Audit Committee of the Board.

In a February 29, 2008 letter to the Chairman of the Corporate Governance Committee, director Kenneth C. Leung acknowledged that he will not be standing for re-election at the Company’s 2008 Annual Meeting of Stockholders. Mr. Leung’s letter is attached as Exhibit 17.2 to this report. Mr. Leung has served on the Board since 2005 and was Chairman since May 2006. As a non-independent director, he serves on no committees of the Board.

The external growth opportunity referenced by Mr. Leung in his letter is under evaluation consistent with public statements by management that the Company is seeking acquisitions with a high potential to be accretive to earnings per share. As of the date of this report, no action has been taken by the Board of Directors with respect to this opportunity. The other Board actions referenced by Mr. Leung in his letter, the appointment of Stephen Romano as Chairman and the reconstitution of the Corporate Governance Committee, were approved by a majority of the Company’s directors at Board meetings that were properly noticed in accordance with the Company’s by-laws.

The Company has provided Mr. Swope and Mr. Leung with a copy of the disclosures set forth above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
17.1	Letter from Richard T. Swope dated February 28, 2008
17.2	Letter from Kenneth C. Leung dated February 29, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN ECOLOGY CORPORATION (Registrant)
Date: March 17, 2008	By:	/S/ Stephen A. Romano
		Stephen A. Romano
		Chairman, President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
17.1	Letter from Richard T. Swope dated February 28, 2008
17.2	Letter from Kenneth C. Leung dated February 29, 2008

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EX-17.1

Exhibit 17.1

2/28/08

American Ecology Corporation
Board of Directors
300 East Mallard Drive
Boise, Idaho 83706

Mr Chairman:

It is with considerable disappointment that circumstances do not permit me to stand for the board slate to be voted at the American Ecology annual shareholders’ meeting in May 2008.

Richard T. Swope
815 Elk Ridge Road
PO Box 5329
Whitefish, Montana 59937

EX-17.2

Exhibit 17.2

To: Chairman Governance Committee

Date: February 29, 2008

I will not be standing for re-election to the Board of Directors of American Ecology in May 2008 and in this regard, I am formally noting my protest with respect to several actions taken and/or contemplated by the four-man majority of the company’s Board, consisting of insider Eddie Heil, two independent directors Roy Eliff and Jeff Merrifield (not elected but recently appointed), and CEO Stephen Romano. These include:

1.	The February 22, 2008 reconfiguration of the nominating committee. On February 21, the four aforementioned board members agreed to an emergency board meeting to reconfigure the nominating committee, despite the fact that the two other independent directors, who were on the nominating committee (one of whom was the chairman of the committee) as well as the chairman of the board, could not participate in the last minute February 22 meeting. At that meeting, the two independent members of the nominating committee were replaced and the insider director assumed the chairmanship. The employment of such covert tactics to change out duly appointed board members is, in my opinion, regrettable, a throwback to former board practices predating my chairmanship, and not in the best interests of shareholders.
2.	Consolidation of the position of CEO and chairmanship of the board. Today, governance practices advocate the separation of the position of CEO and chairmanship to foster the fundamentals of checks and balances. On February 26, the four aforementioned board members voted to combine the position of CEO and chairmanship with the remaining three board members voting against the motion, I believe that such an action may result in undesirable repercussions at American Ecology as the CEO has exhibited instances of disdain, derision, and dismissal of legitimate board member inquiries, avowed that the board should only provide advice and counsel and not oversight over his management of the company and has been generally intolerant of dissent from any source. By making the CEO the chairman of the company, the CEO will not be accountable to shareholders.
3.	The strategic direction of the company. External growth can take on heightened risk with unrelated businesses. Historically, American Ecology’s efforts in unrelated areas have proved disastrous and costly. Yet, the CEO is pursuing just such a transaction where again, American Ecology’s management has little experience or understanding and will depend wholly upon someone else’s expertise. I believe such an action to be ill advised, particularly in light of the fact that current results of the business to be acquired are now proving substantially below forecast and substantially below year earlier results. To assume that a buyer can fix what a seller of an unrelated business cannot, is in my opinion, either presumptuous or naive, and potentially could dilute the good performance of the company’s existing business, which cannot be in the best interests of shareholders.

/s/ Kenneth C. Leung

Kenneth C. Leung Director