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Omega Environmental Inc · PRE 14A · For 9/26/96

Filed On 7/29/96 · SEC File 0-20267 · Accession Number 912057-96-15607

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 7/29/96  Omega Environmental Inc           PRE 14A     9/26/96    1:22                                     912057

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               22    124K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Election of Directors Omega
1	1st Page
5	Election of Directors
14	Omega

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Sponsored Ads...

Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

OMEGA ENVIRONMENTAL, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 ;*

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4) Proposed maximum aggregate value of transaction:

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*Set forth the amount on which the filing fee is calculated and
state how it was determined.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

-------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 26, 1996

TO THE SHAREHOLDERS:

The Annual Meeting of the Shareholders of OMEGA ENVIRONMENTAL, INC. will be
held at the Monte Villa Farmhouse, 300 Monte Villa Parkway, Bothell, Washington
on Thursday, September 26, 1996 at 9:00 a.m. Pacific Time for the following
purpose:

(1) To elect six members of the Board of Directors to serve until the
next Annual Meeting of Shareholders or until their respective
successors shall be elected and qualify.
(2) To consider a proposal to amend the Company's 1990 Stock Option
Plan to increase the number of shares reserved for issuance
thereunder from 4,000,000 to 5,000,000 shares.
(3) To consider a proposal to increase the authorized number of
shares of the Company's $0.0025 par value Common Stock from
60,000,000 shares to 100,000,000 shares.
(4) To consider a proposal to change the Company's name to Omega
America, Inc.
(5) To transact such other business and to consider and take action
upon any and all matters that may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on August 8, 1996,
as the record date for the determination of the shareholders entitled to notice
of and to vote at the Meeting. For ten days prior to the Meeting, a complete
list of shareholders entitled to vote at the Meeting will be available for
examination by any shareholder for any purpose germane to the Meeting during
ordinary business hours at the Company's executive office, located at 19805
North Creek Parkway, Bothell, Washington.

All shareholders are invited to attend the Meeting in person.

By Order of the Board of Directors

Leo L. Azure, Jr.
Chairman of the Board

Bothell, Washington
July 29, 1996

----------------------------------------------------------------------
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE MARK, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE SO THAT YOUR STOCK MAY BE REPRESENTED AT THE MEETING.
----------------------------------------------------------------------

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PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

The enclosed proxy is solicited by and on behalf of the Board of Directors
of Omega Environmental, Inc. ("Omega" or the "Company") in connection with the
Annual Meeting of Shareholders to be held on September 26, 1996 at the Monte
Villa Farmhouse, 300 Monte Villa Parkway, Bothell, Washington at 9:00 a.m.
Pacific Time.

Shareholders are requested to complete, date and sign the accompanying
proxy and return it promptly to the Company. Any proxy given may be revoked by
a shareholder at any time before it is voted at the Annual Meeting and all
adjournments thereof by filing with the Secretary of the Company a notice in
writing revoking it, or by duly executing and submitting a proxy bearing a later
date. Proxies may also be revoked by any shareholder present at the Annual
Meeting who expresses a desire to vote such shares in person. Subject to such
revocation, all proxies duly executed and received prior to, or at the time of,
the Annual Meeting will be voted in accordance with the specification on the
proxy card. If no specification is made, proxies will be voted in favor of the
proposals therein.

The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others forwarding the
solicitation of material to beneficial owners of stock. In addition to use of
the mails, directors, officers, regular employees and certain shareholders of
the Company may solicit proxies personally, by telephone or by telefax. The
Company may need to retain a firm to solicit proxies for this Meeting. If
required, compensation for its services is not expected to exceed $10,000.

The Company's executive offices are located at 19805 North Creek Parkway,
Bothell, Washington, telephone number (206) 486-4800. The Company's mailing
address is P. O. Box 3005, Bothell, Washington 98041-3005. It is expected that
this Proxy Statement and accompanying Proxy will first be mailed to shareholders
on or before August 15, 1996.

SHAREHOLDERS' VOTING RIGHTS

Only holders of record of the Company's Common Stock ($0.0025 par value),
at the close of business on August 8, 1996 will be entitled to notice of, and to
vote at, the Annual Meeting. There were 43,272,103 shares of Common Stock
outstanding on July 23, 1996. Each share of Common Stock entitles the holder
thereof to one vote upon each matter to be voted upon at the Annual Meeting.
The holder of 20 shares of Series A Convertible Redeemable Preferred Stock
("Preferred Stock") has the right to vote, together with the holders of all the
outstanding shares of Common Stock, on all matters on which holders of Common
Stock have the right to vote. The holders of shares of Preferred Stock shall
have the right to cast one vote for each share of Common Stock into which each
share of Preferred Stock held by them is then convertible. The number of shares
of Common Stock to be issued upon conversion is determined by dividing $10,000
by the lower of (i) $3.3625 or (ii) 85% of the average closing bid price of the
Company's Common Stock over the five trading-day period immediately preceding
voting.

With respect to election of directors, assuming a quorum is present, the
six candidates receiving the highest number of votes are elected. To approve
the amendment to the 1990 Stock Option, assuming a quorum is present, the
affirmative vote of a majority of the shareholders represented and voting at the
meeting is required. To approve the amendments to Certificate of Incorporation
changing the Company's name and increasing the authorized number of shares, the
affirmative vote of a majority of all outstanding shares is required. A quorum
is the presence in person or by proxy of shares representing a majority of the
outstanding shares of Common Stock.

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STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of
the Common Stock of the Company as of June 14, 1996 by (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding Common
Stock of the Company, (ii) each director or nominee of the Company, (iii) the
Chief Executive Officer and each other executive officer of the Company as of
March 31, 1996 whose salary and bonus for the year ended March 31, 1996 exceeded
$100,000, and (iv) all executive officers and directors of the Company as a
group. Each person has sole investment and voting power with respect to the
shares indicated, subject to community property laws where applicable, except as
otherwise indicated below.

· Download Table

Amount of
Beneficial Percentage of
Name* Ownership (1) Shares
----- ------------- -------------

Leo L. Azure, Jr. 3,655,117 9%

Louis J. Tedesco - -

Edgar S. Brower - -

Steve Sarich, Jr. 843,568 2%

Edward J. O'Sullivan 200,000 **

Douglas R. Rogers - -

Dan E. Steigerwald 32,250 **

Theodore M. Gurr 2,023,199 5%

Roy V. Sutton 200,100 **

Sir Brian Wolfson - -

All officers and directors
as a group (10 persons) 6,954,234 17%

*The address of each of the directors or executive officers is c/o Omega
Environmental, Inc., 19805 North Creek Parkway, P.O. Box 3005, Bothell,
Washington 98041-3005.

** Percentage of shares is less than 1%.

(1) Including stock options exercisable on or within 60 days after June 14,
1996.

In addition, The Tail Wind Fund Ltd. owns 20 shares (100%) of the
outstanding Series A Convertible Redeemable Preferred Stock.

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ELECTION OF DIRECTORS

Six directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to hold office until the next Annual Meeting of
Shareholders and until their respective successors have been elected and shall
qualify. The Board of Directors nominees are the six individuals named below,
all of whom currently serve as the Board of Directors, except Sir Brian Wolfson.
Mr. O'Sullivan has decided not to stand for re-election. It is the intention of
the persons named in the enclosed proxy to vote the shares covered by each proxy
for the election of all the nominees named in the table below. Although the
Board of Directors does not anticipate that any nominees will be unavailable for
election, in the event of such occurrence the proxies will be voted for such
substitute, if any, as the Board of Directors may designate. There is no
cumulative voting for the Board of Directors.

The following table sets forth information with respect to nominees:

· Download Table

DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- ---- -------------------- ------

Leo L. Azure, Jr. 57 Chairman of the Board of Directors 1990
Louis J. Tedesco 56 President and Chief Executive Officer
of the Company 1995
Edgar S. Brower 66 Chairman of the Board of Directors,
President and Chief Executive Officer of
Pacific Scientific Company 1995
Douglas R. Rogers 67 Business Consultant 1995
Steve Sarich, Jr. 75 President of 321 Investment Company, C.S.S. 1991
Management Company and Arctic Ventures
Sir Brian Wolfson 60 Chairman, Colorvision Plc and Global Health
Alternatives, Inc. -

Mr. Azure has been Chairman of the Board of Directors of the Company since
its organization in September 1990 except from October 1995 through April 1996,
at which time he served as Chairman of the Executive Committee of the Board of
Directors. He served as Chief Executive Officer of the Company from September
1990 to June 1991 and between March 1992 and September 1993. Mr. Azure was
Chief Executive Officer and Chairman of the Board of Directors of Pacer Cats
Corporation (formerly, Pacer Corporation) from June 1982 to March 1992; and
during all or part of such period he also served as Chairman of the Board of
Directors of VoiceCom Systems, Inc. He was also a director of United Tote,
Inc., from 1988 to 1992 and a founder and director of Wall Data Incorporated
from November 1982 to 1986. Pacer Cats Corporation is a manufacturer of
electronic point of sale devices, which went public in 1985 and in 1988 was sold
to a subsidiary of Wembley Plc of Great Britain. VoiceCom Systems is an
international voice messaging company. United Tote, Inc. is a public company
that is a manufacturer of electronic gaming totalizers. Wall Data is a computer
software manufacturer. Mr. Azure is a member of several business and
professional associations, including the American Electronics Association in
which he has served as national director and as chairman of its Washington State
chapter.

Mr. Tedesco became President, Chief Executive Officer and a director of the
Company in October 1995. From May 1989 to October 1995, he was President and
Chief Executive Officer of Energy America Incorporated, an energy and
environmental services company. From April 1988 to April 1989, he was a
Director of Shielding Systems Corporation and President of its Ray Proof
operations, a manufacturer of engineered products for the electromagnetic
compatibility industry. From September 1985 to April 1988, he was President and
CEO of Dravo Engineering Companies Inc. and Corporate Senior Vice President and
Group Executive of Dravo Corporation, responsible for all engineering and
construction functions. From August 1981 to September 1985 he was with Fluor
Corporation, becoming a Vice President and General Manager, Fluor Engineers Inc.

Mr. Brower has been Chairman of the Board of Directors, President and Chief
Executive Officer of Pacific Scientific Company (NYSE:PSX) since he joined the
Company in 1985. Pacific Scientific designs, manufactures and markets
electrical and safety equipment. From 1977 to 1985 he was with Allied
Corporation where his last

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position was Corporate Group Vice President and President of the Electronic
Components Company. From 1972 to 1976 he was Assistant Postmaster General
during the Nixon and Ford Administrations. Prior to that, he was President and
Chief Executive Officer of Recognition Terminals, Inc., a subsidiary of Irving,
Texas-based Recognition Equipment Inc. Mr. Brower has an Industrial Engineering
degree from the University of Southern California and is a California Registered
Professional Engineer.

Mr. Rogers became a director of the Company in October 1995. Over the last
four years, he has been a business consultant. He was President and Chief
Executive Officer of ECOVA Corporation, a technology venture capital
corporation, from 1989 to 1991. For twenty-eight years prior to 1989, Mr.
Rogers was with Arthur Young & Company (now Ernst & Young) where he was
Managing Partner of both the Seattle and Anchorage offices and was also
responsible for the consulting practices in three other offices. He is a
certified public accountant (inactive) and a registered professional engineer.

Mr. Sarich became a director of the Company in 1991. He is President of
several companies, including the following: 321 Investment Company (since April
1973), Arctic Ventures (since April 1979) and C.S.S. Management Company (since
August 1979). 321 Investment Company is an investment company. Arctic
Ventures is in the commercial fishing business. C.S.S. Management Company holds
certain rights to technologies for extracting precious metals from arsenic ores,
and owns a gold and silver mining operation and mill in Baring, Washington. Mr.
Sarich is also on the board of directors of several companies, including Trace
Athletics, Flow Scan Instrument Company, Wall Data Incorporated, Life Medical
Technologies, CYCLOPPS (The Ozone Co.), Multiple Zones International, Racer Mate
and Back Technologies. He was a principal or on the Board of Directors of the
following companies: Costco, Physio Control, Intermec Corporation, and Pacer
Cats Corporation.

Sir Brian Wolfson has extensive and varied experience as a senior
executive in engineering and specialty leasing businesses in the United
States and international locations. He was Chairman of Wembley Plc from 1986
to 1996. Since 1996, he has been the Chairman of Colorvision Plc and Global
Health Alternatives. He also holds Board assignments with Kepner Tregoe,
New Jersey, since 1980 and Fruit of the Loom Inc., Chicago since 1992. From
1979 through 1980, he was the first non-North American World President of the
Young Presidents Organization. He received an honorary Doctorate of Business
Administration from John Moores University in 1989. A Founder Governor of
the Joseph H. Lauder Institute at the University of Pennsylvania, Sir Brian
Wolfson was knighted for services to the United Kingdom in 1990.

INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF

The Board of Directors has an Audit Committee and a Compensation Committee,
but it does not have a Nominating Committee. The functions of the Audit
Committee include recommending to the Board of Directors the independent
auditors; reviewing and approving the planned scope of the annual audit,
proposed fee arrangements and the results of the annual audit; reviewing the
adequacy of accounting and financial controls; reviewing the independence of the
independent auditor; and as deemed appropriate, to undertake special
assignments. The members of the Audit Committee during 1996 were Douglas R.
Rogers - Chairman, Edgar S. Brower and Steve Sarich, Jr. The Audit Committee
held one meeting during the last fiscal year.

The members of the Compensation Committee during 1996 were Edgar S. Brower
Chairman, Leo L. Azure, Jr. and Edward J. O'Sullivan. The functions of the
Compensation Committee are to approve or recommend the approval to the Board of
Directors of the compensation and remuneration arrangements for directors and
senior management. The Compensation Committee held two meetings during the last
fiscal year.

The Board of Directors held a total of five meetings during the fiscal year
ending March 31, 1996. Each Director attended more than 75% of the aggregate
number of meetings of the Board and the committees on which he served.

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EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

NAME AGE POSIION
---- ---- -------

Leo L. Azure, Jr. 57 Chairman of the Board of Directors

Louis J. Tedesco 56 President and Chief Executive Officer

Jeffery B. Weinress 49 Executive Vice President

Dan E. Steigerwald 54 Chief Financial Officer

Theodore M. Gurr 51 President, Environmental Services Division

Roy V. Sutton 51 President, Petroleum Services Division

For the biographies of Messrs. Azure, Jr. and Tedesco, see "Election of
Directors."

Mr. Weinress joined the Company in January 1996 as Executive Vice President
and has over 20 years of experience in administration, financial management and
development of professional service companies. Prior to joining Omega, he was
Chief Financial Officer of Energy America from 1987 to 1995 and Chairman of ENV
America, its environmental service affiliate, from 1992 to 1995. His previous
experience includes serving as Managing Director for First Interstate
Cogeneration Capital Associates and Vice President of Bank of America. Mr.
Weinress received his BA in Economics from Dartmouth College, his MBA in finance
from Harvard Business School, his MA from Harvard University with additional
graduate work at Princeton University, University of Edinburgh and University of
California at Los Angeles.

Mr. Steigerwald joined the Company in November of 1994 as the Chief
Financial Officer. From 1992 through November of 1994 he was active as a private
investor. From 1978 to 1992 he served in various financial management positions
with Smith International, Inc. rising to Vice President and Chief Financial
Officer. Prior to 1978 he served as Director of Financial Planning at Rockwell
International Corporation; Corporate Controller at Hovermarine Corporation; and
Senior Accountant/Manager Consultant in Ernst & Young's Portland, Maine office.
Mr. Steigerwald is a CPA and earned a Masters of Business Administration degree
from the Amos Tuck School of Business at Dartmouth College and a Bachelor of
Science from Pennsylvania State University.

Mr. Gurr has over 25 years experience as a registered professional
geologist in Florida, Georgia, North Carolina and South Carolina. In 1983 he
founded and served as President of Gurr & Associates, Inc., an environmental
consulting firm, which subsequently merged with Omega in November 1994. Prior
to this, as a partner at Dames & Moore, an environmental consulting firm, he
opened and managed the Lakeland office for five years. He has also served as
the senior mines planner for Mobil in central Florida, and International
Minerals Corporation. He served as secretary of the Petroleum Efficiency Task
Force (PETF) selected by the governor and was selected to sit on the 1995
Florida petroleum UST Legislative Advisory Workgroup.

Mr. Sutton has 30 years experience in the petroleum equipment industry. He
worked nine years with Petroleum Engineering, Inc. as operations manager. He
acquired W.B. Goode Company, Inc. in 1977 and merged with Omega in September
1993. He is past president of The Petroleum Equipment Institute, the
international trade association representing petroleum equipment distributors,
manufacturers, and affiliates. He is the current president of the Virginia
Association of Petroleum Equipment Contractors.

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EXECUTIVE COMPENSATION AND OTHER MATTERS

The following table sets forth information concerning the compensation for
the fiscal years indicated of the Chief Executive Officers of the Company and
the four other most highly compensated executive officers of the Company as of
March 31, 1996 whose total salary and bonus for the year ended March 31, 1996
exceeded $100,000, for services in all capacities to the Company and its
subsidiaries or divisions during such fiscal year.

SUMMARY COMPENSATION TABLE

· Enlarge/Download Table

Long Term
Compensation
Annual Compensation Awards
---------------------------------------- ------------
Name Other Securities
and Annual Underlying All Other
Principal Fiscal Salary Bonus Compensation Options/ Compensation
Position Year $ $ ($)(1) SARs(#) ($)
-------------------------- ------ -------- ----- ------------ ------------ ------------

Leo L. Azure, Jr. 1996 100,000 - 15,201(2) - -
Chariman of the Board of 1995 114,231 - - - -
Directors 1994 150,000 - - - -

Louis J. Tedesco(3) 1996 80,525 25,000 - 330,000 -
Chief Executive Officer
and President

David C. Kravitz 1996 140,000 - - - 170,967(4)
Former Chairman of the 1995 140,000 - - - -
Board, Chief Executive 1994 143,462 - - - 100,000(5)
Officer and President

Dan E. Steigerwald(6) 1996 137,877 10,000 - 150,000 -
Chief Financial Officer 1995 41,038 - - 125,000 -

Theodore M. Gurr(7) 1996 302,000 - - 108,000 -
President of Environmental 1995 100,667 - - 108,000 -
Services Division

Roy V. Sutton(8) 1996 225,921 - - 250,000 -
President of Petroleum 1995 225,922 - - - -
Services Division 1994 112,500 - - 250,000 -

--------------------------

(1) The total amount of personal benefits paid to each named executive officer
is less than the lesser of (i) $50,000 or (ii) 10% of the total reported
salary and bonus for such individual for each such respective fiscal year,
except Mr. Azure in 1996.

(2) The Company pays for certain of Mr. Azure's auto expenses and life
insurance premiums.

(3) Mr. Tedesco became Chief Executive Officer and President in October 1995.
Amounts exclude temporary living expenses paid by the Company.

(4) Mr. Kravitz became Chairman of the Board of Directors in October 1995 and
resigned in March 1996 from all positions with the Company. In accordance
with Mr. Kravitz's separation package, the Company paid him $140,000
severance and is providing health insurance benefits through March 31,
1997. The Company accelerated the vesting of 125,000 stock options under
the 1990 Stock Option Plan with an exercise price of $3.25. Mr. Kravitz is
vested in a total of 263,089 stock options which expire March 31, 1997.
Omega has

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conditionally agreed to forgive his $227,703 note and interest payable to
the Company over 10 years beginning March 31, 1996 and pay him ten annual
payments of $8,197.

(5) The Company reimbursed Mr. Kravitz $100,000 for relocation and other
expenses relative to the Company's request for Mr. Kravitz's relocation to
the Seattle metropolitan area.
(6) Mr. Steigerwald became the Chief Financial Officer in November 1994. In
1996, Mr. Steigerwald was granted 25,000 additional stock options and stock
options granted in 1995 were repriced from $5.8125 to $3.625. The table
excludes $35,754 for reimbursement of Mr. Steigerwald's relocation expenses
relative to the Company's request for Mr. Steigerwald's relocation to the
Seattle metropolitan area.
(7) Mr. Gurr joined the Company in November 1994 in connection with the
acquisition of Gurr & Associates, Inc. In 1996, Mr. Gurr's stock options
granted in 1995 were repriced from $5.81 to $3.625. Amounts exclude salary
and stock options for Mr. Gurr's spouse, a former employee of the Company.
(8) Mr. Sutton joined the Company in September 1993 in connection with the
acquisition of W. B. Goode Company, Inc. In 1996, Mr. Sutton's stock
options granted in 1994 were repriced from $9.5625 to $3.625.

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The following table provides certain information concerning grants of
options to purchase the Company's Common Stock made during the fiscal year ended
March 31, 1996 to the persons named in the Summary Compensation Table:

· Enlarge/Download Table

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------------------------
Number of POTENTIAL REALIZABLE
Securities VALUE OF ASSUMED
Underlying % of Total ANNUAL RATES OF
Options/ Options/SARs STOCK PRICE
SARs Granted to Exercise or APPRECIATION FOR
Granted Employees in Base Price Expiration OPTION TERM (1)
-----------------------
Name (#)(2)(8) Fiscal Year ($/Sh) Date(3) 5% ($) 10% ($)
--------------------------------------------------------------------------------------------------------------

Leo L. Azure, Jr. - - - - - -
Louis J. Tedesco(4) 330,000 7% 3.59357 10/5/05 $745,792 $1,889,984
David C. Kravitz - - - - - -
Dan E. Steigerwald(5) 125,000 3.625 11/07/04 $261,230 $ 649,459
(4) 25,000 3.59357 10/13/05 56,499 143,181
------- -------- ----------
150,000 3% $317,729 $ 792,640
Theodore M. Gurr(6) 108,000 2% 3.625 11/18/04 $228,419 $ 569,340
Roy V. Sutton(7) 250,000 5% 3.625 9/30/03 $449,126 $1,083,221
--------------------

(1) The values shown are based on the indicated assumed annual rates of
appreciation compounded annually. Actual gains realized,
if any, on stock option exercises and Common Stock holdings are dependent
on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the values shown in this table
will be achieved.
(2) Options granted in 1996 were without SARs. Amounts include options granted
in prior fiscal years which were repriced during fiscal 1996.
(3) Stock option grants expire in ten years from date of grant.
(4) Represents an assumed market price per share of Common Stock of $5.854 at
5% and $9.321 at 10%.
(5) Represents an assumed market price per share of Common Stock of $5.715 at
5% and $8.821 at 10%.
(6) Represents an assumed market price per share of Common Stock of $5.422 at
5% and $7.958 at 10%.
(7) Represents an assumed market price per share of Common Stock of $5.740 at
5% and $8.897 at 10%.
(8) On May 16, 1996, the Company granted Mr. Tedesco 240,000 additional stock
options and Mr. Steigerwald 150,000 additional stock options, both with an
exercise price of $2.625 expiring on May 16, 2006. Additionally, on May
16, 1996, the Company replaced Messrs. Sutton and Gurr's stock options with
options at an exercise price of $2.625 expiring on May 16, 2006. Mr.
Sutton's new options were increased to 300,000, 200,000 of which are fully
vested with the remaining 100,000 vesting 25% annually over four years.
Mr. Gurr's new options are 25% vested with remaining balance vesting at 33%
annually over three years.

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The following table provides certain information concerning exercises of
options to purchase the Company's Common Stock in the fiscal year ended March
31, 1996, and unexercised options held as of March 31, 1996, by the persons
named in the Summary Compensation Table:

· Enlarge/Download Table

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) At FY-End($)(1)

Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
------------------------- ---------------- ---------------- ----------------- ----------------

Leo L. Azure, Jr. - - - -
Louis J. Tedesco - - 0 / 330,000 0 / 0
David C. Kravitz 40,399 80,626 263,089 / 0 0 / 0
Dan E. Steigerwald - - 31,250 / 118,750 0 / 0
Theodore M. Gurr - - 0 / 108,000 0 / 0
Roy V. Sutton - - 0 / 250,000 0 / 0

(1) Based on a market price of $2.7188 per common share.

The following table provides certain information regarding the repricing of
options to executive officers of the Company since formation of the Company.

TEN YEAR OPTIONS/SAR REPRICINGS

· Enlarge/Download Table

Number of
Securities Length of Original
Underlying Market Price at Exercise Price Option Term
Options/SARs Time of at Time of New Remaining at Time
Repriced or Repricing or Repricing or Exercise of Repricing or
Name Date Amended (#) Amendment ($) Amendment ($) Price ($) Amendment
--------------------- ----------- ------------ ---------------- --------------- ---------- ----------------

Dan E. Steigerwald 6/29/95 125,000 3.625 5.8125 3.625 9 yrs. 4 months
Theodore M. Gurr(2) 6/29/95 108,000 3.625 5.81 3.625 9 yrs. 5 months
Roy V. Sutton(1) 6/29/95 250,000 3.625 7.51 3.625 8 yrs. 3 months
George Blackstone(3) 6/29/95 150,000 3.625 9.5625 3.625 8 yrs. 5 months

(1) On May 16, 1996, Mr. Sutton's stock options were replaced with
options with an exercise price of $2.625 expiring on May 16,
2006. Mr. Sutton's new options were increased to 300,000,
200,000 of which are vested with the remaining 100,000 vesting
25% annually over four years.
(2) On May 16, 1996, Mr. Gurr's options were replaced with options
ith an exercise price of $2.625 expiring on May 16, 2006. Mr.
Gurr's new options are 25% vested with the remaining balance
vesting at 33% annually over three years.
(3) Mr. Blackstone was an executive officer of the Company through
bruary 1995 and resigned in January 1996.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has established a Compensation Committee. During
the fiscal year ended March 31, 1996, the Compensation Committee of the Board of
Directors determined compensation for the executive officers of the Company.
The Compensation Committee currently consists of Mr. Edgar S. Bower, Chairman,
Mr. Leo L. Azure, Jr., Chairman of the Board of Directors and Mr. Edward J.
O'Sullivan. Mr. David C. Kravitz was a former member of the Board of Directors
and Chief Executive Officer and President of the Company.
Mr. Edward J. O'Sullivan is a member of the Board of Directors and former
Chairman of the Board of Directors at Omega Services, a former subsidiary of
the Company. Ms. Sonja G. Decker, a former employee of the Company, joined the
Board of Directors in April 1995 and resigned in September 1995, and did not
participate in the Compensation decisions for the last fiscal year.

REPORT OF THE COMPENSATION COMMITTEE

The Board of Directors makes this report on executive compensation pursuant
to Item 402 of Regulation S-K. Notwithstanding anything to the contrary set
forth in any of the Company's previous filings under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this Proxy Statement, in whole or in part,
this report and the performance graph which follows this report shall not be
incorporated by reference into any such filings, and such information shall be
entitled to the benefits provided in Item 402 (a) (9).

During the last fiscal year, the Company had a Compensation Committee. The
Compensation Committee currently consists of Mr. Edgar S. Brower, Chairman, Mr.
Leo L. Azure, Jr. and Mr. Edward J. O'Sullivan.

The Compensation Committee reviews the performance of the executive
officers of the Company, makes recommendations to the Board of Directors as to
the compensation of the executive officers of the Company and reviews the
compensation programs for other key employees, including salary and cash bonus
levels and stock option grants under the 1990 Stock Option Plan.

COMPENSATION POLICIES AND PHILOSOPHY
The Company's executive compensation policies are being designed to
attract, retain and reward executive officers who contribute to the Company's
success, to provide economic incentives for executive officers to achieve the
Company's business objectives by linking the executive officers' compensation to
the performance of the Company, to strengthen the relationship between executive
pay and shareholder value and to reward individual performance. The Company
intends to use a combination of base salary, cash bonuses and stock options to
achieve these objectives.

The Compensation Committee will consider a number of factors which will
include the level and types of compensation paid to executive officers in
similar positions by comparable companies. In addition, the Compensation
Committee and the Board of Directors will evaluate corporate performance by
looking at factors such as performance relative to success of the Company in
meeting its financial objectives. The Compensation Committee and the Board of
Directors will also review the performance of each executive officer, including
a review of his or her ability to meet individual performance objectives,
demonstration of job knowledge and skills and the ability to work with others
toward the achievement of the Company's goals.

COMPONENTS OF COMPENSATION
Executive officer salaries are established in relation to a range of
salaries for comparable positions in companies of comparable size and
complexity. The Company seeks to pay salaries to executive officers that are
commensurate with the qualifications, duties and responsibilities that are
competitive in the marketplace. In making its annual salary recommendations, the
Compensation Committee or Board of Directors will look at the Company's
financial position and performance, the contribution of the individual executive
officers during the prior fiscal year in helping to meet the Company's financial
and business objectives as well as the executive officers' performance of their
individual responsibilities.

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Executive officer cash bonuses may be used to provide executive officers
with financial incentives to meet annual performance targets of the Company.
Performance targets and bonus recommendations for executives may be prepared by
the Compensation Committee or the Board of Directors, reviewed and, when
appropriate, will be revised by the Compensation Committee or the Board of
Directors. Personal goals and bonus recommendations for the principal executive
officers will be recommended by the Compensation Committee or the Board of
Directors.

The Compensation Committee and the Board of Directors believes that equity
ownership by executive officers provides incentives to build shareholder value
and align the interests of executive officers with the interests of
shareholders. Upon hiring executive officers, the Compensation Committee or the
Board of Directors will typically recommend stock option grants to the officers
under the 1990 Stock Option Plan, subject to applicable vesting periods.
Thereafter, the Compensation Committee will consider awarding additional grants,
usually on an annual basis, under the Stock Option Plan. The Compensation
Committee or the Board of Directors believes that these additional annual grants
will provide incentives for executive officers to remain with the Company.
Incentive options will be granted at the current market price of the Common
Stock and non-incentive options can be granted at 85% of such value.
Consequently stock options will have the value only if the price of the
Company's Common Stock increases over the exercise price. The size of the
initial grant will usually be determined based upon prior grants to executive
officers. In determining the size of the periodic grants, the Compensation
Committee or Board of Directors will consider prior option grants to the
executive officer, the executive's performance during the current fiscal year,
and his or her expected contributions during the succeeding fiscal year.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee or the Board of Directors will annually review
the performance of the Chief Executive Officer of the Company, as well as other
executive officers of the Company. The Compensation Committee or Board of
Directors will consider the above factors as well as the overall performance of
the Company and overall shareholder return in structuring compensation to the
Chief Executive Officer. Currently, the Chief Executive Officer's salary is set
by agreement with him when he joined the Company.

REPRICING OF OPTIONS
In June 1995, due to a decline in the price of the Company's Common Stock,
the Company repriced certain outstanding stock options, including those granted
to Mr. Steigerwald. In May 1996, the Company repriced certain outstanding stock
options due to a decline in the price of the Company's Common Stock and also
restructured certain stock options, including those granted to Messrs. Gurr and
Sutton. In May 1996, the Company also granted new stock options at the same
price as the repriced options to Messrs. Tedesco, Steigerwald, Weinress and
Sutton. The repriced and new options were granted to provide incentives for
executive officers. The repriced and restructured options will better serve
this purpose by reflecting the current market price than the option prices that
previously existed.

Respectfully submitted by the Board of Directors:

Edgar S. Brower, Chairman
Leo L. Azure, Jr.
Edward J. O'Sullivan

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SHAREHOLDER RETURN PERFORMANCE PRESENTATION

The graph below compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return on the NASDAQ Stock
Market - US and a Peer Group Index for the period commencing July 11, 1991 (the
date trading of the Company's Common Stock commenced on the NASDAQ in connection
with the Company's initial public offering) and ending on March 31, 1996. The
data set forth below assumes the value of an investment in the Company's Common
Stock and each Index was $100 on July 11, 1991.

COMPARISON OF TOTAL RETURN
SINCE THE INITIAL PUBLIC OFFERING OF
OMEGA ENVIRONMENTAL, INC.

OMEGA
ENVIRONMENTAL NASDAQ PEER
INC. STOCKMARKET-US GROUP
------------- -------------- ------

7/11/91 100 100 100
3/92 200 126 70
3/93 388 144 48
3/94 658 156 46
3/95 283 173 21
3/96 179 235 28

The Peer Group Index consists of Matrix Service Company, NDE Environmental
Corporation, Ryan Murphy, Inc., Sevenson Environmental Services, and Tanknology
Environmental, Inc. In calculating cumulative total shareholder return,
reinvestment of dividends, if any, was assumed, and the returns of each member
of the Peer Group Index are weighted for market capitalization.

COMPENSATION OF DIRECTORS

The Company currently pays its outside directors $12,000 annually and
reimburses the directors for their travel expenses to the meetings. In fiscal
year 1996 Steve Sarich, Jr., Edward J. O'Sullivan, Edgar S. Brower and Douglas
R. Rogers were each granted ten-year non-qualified stock options for 50,000
shares at $3.6250, the fair market value of the Common Stock on that date,
vesting over four years.

EMPLOYMENT ARRANGEMENTS

Mr. Tedesco has an employment arrangement with the Company wherein if he is
terminated for other than cause, he will receive one year's salary which is
currently $190,000.

In connection with the acquisition of Gurr & Associates, Inc., Mr. Gurr has
an employment contract with the Company through November 1997. If his
employment is terminated for other than cause, Mr. Gurr would be entitled to his
salary through November 1997.

In connection with the acquisition of W.B. Goode Company, Inc., Mr. Sutton
has an employment contract with the Company through September 1996, which can be
renewed for successive one-year terms. If he is terminated for other than
cause, Mr. Sutton would be entitled to his salary through the end of the
contract term.

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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.

Mr. Kravitz exercised employee stock options to purchase 40,399 shares of
the Company's Common Stock in April 1995 and filed the Report of Changes in
Ownership with the SEC in July 1995.

CERTAIN TRANSACTIONS AND OTHER RELATIONSHIPS

In connection with Mr. Kravitz's relocation to the greater Seattle area and
his exercise of warrants, the Company loaned him $220,000 in August 1993,
bearing interest at the rate of 6% per annum, payable annually. In 1996, as
part of Mr. Kravitz's severance package, the Company agreed to conditionally
forgive the loan and unpaid interest totaling $227,703 over ten years beginning
March 31, 1996.

In accordance with the Gurr & Associates, Inc. acquisition agreement, the
Company issued 1,204,949 common shares to Mr. Gurr in November, 1994 and
1,273,750 additional common shares in November, 1995 because the aggregate
market value of the Company's stock given as consideration at closing did not
exceed $10,000,000 for at least 30 consecutive trading days prior to November
18, 1995.

In fiscal 1995, the Company loaned Mr. Gurr $500,000, bearing interest at
8.5% per annum, payable annually and maturing in May 1996. The note receivable
is collateralized by 100,000 shares of the Company's Common Stock owned by Mr.
Gurr. Payment of the note and accrued interest was extended to November 1997.

As of March 31, 1995, the Company had a receivable from Mr. Sutton related
to the acquisition of W.B. Goode Company, Inc. ("Goode") for $1,274,298. In
April and May 1995, Mr. Sutton repaid this balance in full. Additionally, in
connection with the Goode acquisition agreement, the Company paid Mr. Sutton
$157,671 in cash because the aggregate market value of the Company's Common
Stock given as consideration at the closing was less than the amount guaranteed.

Mr. Sutton owns part of a business that supplies island forms to the
Company. Mr. Sutton is not involved in the day-to-day management of that
business and purchases made by the Company, which are minor, are at competitive
prices.

The Company leases warehouse and office facilities and an airplane from the
related parties below. Based on its research of the leasing markets, the
Company believes the terms of these leases are no less favorable than could be
obtained from unaffiliated third parties.

- Mr. O'Sullivan leases an office facility in Portland, Oregon to a
division of the Company through August 1997, for approximately $32,000
per year. In June 1996, Mr. O'Sullivan sold this office facility to
an unrelated third party.
- Mr. Sutton leases two office/warehouse facilities located in Richmond
and Roanoke, Virginia the Company through July 2000 and December 2001,
respectively, for approximately $96,000 per year.
- The Company leases an airplane from Mr. Gurr for approximately $63,000
per year. In July 1996, the Company canceled this lease with Mr.
Gurr.
- Beginning October 1995, Mr. Gurr leases an office facility in
Lakeland, Florida to the Company on a month-to-month basis. In 1996,
the Company paid Mr. Gurr approximately $152,000 for rental of this
facility. The Company is currently negotiating a long-term
arrangement for this facility.

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AMENDMENTS TO CERTIFICATE OF INCORPORATION

On July 18, 1996, the Company's Board of Directors unanimously approved
amendments to the Company's Certificate of Incorporation, subject to shareholder
approval, changing the corporate name to "Omega America, Inc." and increasing
the authorized number of shares of the Company's $0.0025 per value Common Stock
from 60,000,000 shares to 100,000,000 shares. If these amendments are approved
no change will occur with regard to the outstanding shares of this Company's
Common Stock as of the Record Date.

CORPORATE NAME CHANGE

The Company's Board of Directors has approved a proposal to change the
Company's Corporate name to "Omega America, Inc.". Management of the Company
believes that the name change more adequately reflects the Company's current
operations and emphasis rather than that reflected by the current name.

The Company was organized in September 1990 to become the first national
turnkey provider of products and services to owners of underground storage tank
systems which are subject to increasing regulations from the U.S. Environmental
Protection Agency, as well as state and local regulatory agencies. Over the
last year, the Company has been placing increasing emphasis on offering its
products and services to national clients with multiple sites located in diverse
geographical areas. As an essential part of the market-driven strategy, the
Company is also placing greater emphasis on its ability to provide after-sale
service of the increasingly complex equipment being installed in service
stations and convenience stores.

Finally, another entity with a name similar to the Company's current name
has threatened to sue the Company for trademark infringement if the Company does
not change its corporate name. The proposed name change will reduce the
Company's exposure to this potential lawsuit.

For the above reasons, the Company believes that it is in the best
interests of the Company to change its corporate name to Omega America, Inc.

INCREASE IN AUTHORIZED COMMON STOCK

As of July 23, 1996, 43,272,103 shares of Common Stock were outstanding
and the Company had options or warrants outstanding to purchase an additional
1,122,234 shares and additional 7,554,117 shares were reserved for issuance
under employee benefit plans. Therefore, the Company has 51,948,454 shares
outstanding and reserved for issuance and an indeterminate number of shares
which underlie certain convertible preferred stock.

In the last several years the Company has issued a substantial number of
shares of Common Stock in connection with raising funds and acquisitions. It is
possible that substantial additional shares could be issued in connection with
future financings or acquisitions. Shares have been and will continue to be
issued in connection with employee benefit plans including the 1990 Stock Option
Plan.

The Board of Directors of the Company believes that by increasing the
authorized number of shares of Common Stock the Company will have greater
flexibility in structuring any future financings or acquisitions. At the
present time, the Company is not contemplating any future financing, nor has the
Company reached any understanding or agreement to acquire any other company.

If the proposed amendment to increase the authorized stock is approved, the
Board of Directors of the Company could in the future issue shares of Common
Stock without submitting such issuances to the vote of the stockholders, unless
stockholders' vote is required by the Delaware Corporations Code or any stock
exchange where the Company's stock may be traded, including the Nasdaq National
Market System. Future issuance of Common Stock would dilute a stockholder's
proportional interest in the Company since the stockholders of the Company do
not have preemptive rights.

Holders of Common Stock are entitled to receive such dividends as may be
declared from time-to-time by the Board of Directors out of funds legally
available therefor, and in the event of liquidation, dissolution or winding

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up of the Company, holders of Common Stock are entitled to share ratably in all
assets remaining after payment in full of creditors and holders of preferred
stock, if any. The shares of Common Stock have no preemptive rights or other
rights to subscribe for additional securities and are not subject to redemption.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

The affirmative vote of a majority of all outstanding shares of Common
Stock of the Company present and voting, either in person or by proxy, is
required to approve the amendments to the Company's Certificate of
Incorporation. Abstentions and broker non-voted will each be counted as present
for purposes of determining the presence of a quorum. Abstention and broker
non-votes will have the same effect as a negative vote.

The Board of Directors believes that the proposed amendments to the
Certificate of Incorporation are in the best interest of the Company and the
shareholders for the reasons stated above. THEREFORE, THE BOARD OF DIRECTORS
UNANAMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENTS OF THE
CERTIFICATE OF INCORPORATION.

PROPOSAL TO INCREASE THE SHARES RESERVED FOR
ISSUANCE UNDER THE 1990 STOCK OPTION PLAN

GENERAL

The 1990 Stock Option Plan, as amended, (the "Plan") provides for the grant
of incentive stock options and non-qualified stock options. As of June 30,
1996, there were no shares of Common Stock available for future option grants
under the Plan, options for 3,247,589 shares were outstanding under the Plan and
options for 752,411 shares had been exercised under the Plan. The Board of
Directors has amended the Plan, subject to shareholder approval, to increase the
shares available for issuance thereunder from 4,000,000 to 5,000,000 shares.

The Board of Directors believes that the approval of the amendment to the
Plan is in the best interests of the Company and its shareholders, as the
availability of an adequate number of shares reserved for issuance under the
Plan and the ability to grant stock options is an important factor in
attracting, motivating, and retaining qualified personnel essential to the
success of the Company. The need for additional options under the Plan is also
a result of the Company's expansion of the number of employees.

The following table sets forth grants of stock options received under the
Plan during the fiscal year ended March 31, 1996 by: (i) the Chief Executive
Officers of the Company and the other executive officers of the Company as of
March 31, 1996 whose total salary and bonus for the year ended March 31, 1996
exceeded $100,000; (ii) all current executive officers as a group; (iii) all
current directors who are not executive officers as a group; and (iv) all
employees, including all officers who are not executive officers as a group.
Grants under the Plan are made at the discretion of the Board of Directors.
Accordingly, future grants under the Plan are not yet determinable.

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NEW PLAN BENEFITS
1990 STOCK OPTION PLAN

Name and Position Number of Shares(3) Exercise Price
(per share)

Leo L. Azure, Jr.
Chairman of the Board of Directors - -

Louis J. Tedesco
Chief Executive Officer and President 330,000 $3.59357

David C. Kravitz
Former Chief Executive Officer and
President - -

Dan E. Steigerwald
Chief Financial Officer 25,000 $3.59357

Theodore M. Gurr
President, Environmental Services Division - -

Roy V. Sutton
President, Petroleum Services Division - -

All Executive Officers (6 persons) 505,000 $2.8125 to $3.59357

All Directors(1)(2) (4 persons) - -

All Employees(1) (92 persons) 563,000 $2.8125 to $3.6250

-----------------------

(1)Excluding executive officers of the Company.

(2)Messrs. Edgar S. Brower, Edward J. O'Sullivan, Douglas R. Rogers and Steve
Sarich, Jr., as non-employee directors, were not eligible to participate in
the Plan pursuant to the terms of the Plan, as amended.

(3)On May 16, 1996, Messrs. Tedesco, Weinress and Steigerwald were granted a
total of 540,000 additional stock options under the Plan with an exercise
price of $2.625.

SECURITIES SUBJECT TO THE PLAN

The Plan, as amended, authorizes the issuance thereunder of 5,000,000
shares of the Company's Common Stock. The Plan provides that in the event of
any change in the number of outstanding shares of the Company's Common Stock by
reason of reorganization, merger, recapitalization, reclassification, stock
dividend, stock split, exchange or combination of shares, or other similar
transactions, appropriate adjustment will be made in the number and kind of
shares to which outstanding options relate and in the exercise price per share.
In the event of liquidation or dissolution, or a corporate reorganization,
merger or consolidation, or upon the sale of substantially all of the assets of
the Company or of more than 80% of the outstanding stock of the Company to
another corporation, if the Company is not the survivor and the successor does
not agree to continue the Plan or to provide a substitute plan, the options
become fully exercisable and terminate thirty days prior to the consummation of
any such event.

TERMS AND CONDITIONS OF THE OPTIONS

Incentive options issued to employees under the Plan expire in all
instances not more than ten years after the date of grant (five years if the
optionee at the time of grant owns or is considered to own more than 10% of the
outstanding Common Stock). Non-qualified options issued to employees under the
Plan shall expire not more than ten years from the date of grant.

The exercise price for shares to be issued to an employee is determined on
the date the option is granted by the Board of Directors or a Stock Compensation
Committee appointed by the Board of Directors, but in no case may a non-
qualified option be exercisable for less than 85% of the fair market value (as
defined in the Plan) of the Common Stock on the date of the grant. For
incentive stock options, the exercise price will be not less than 100% of the
fair market value of the Common Stock on the date of grant (110% of the fair
market value if the optionee at the

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time of grant owns or is considered to own more than 10% of the outstanding
Common Stock). The exercise price is payable in full in cash when the option is
exercised. The exercise price may be paid, at the discretion of the Board of
Directors, or the Stock Option Committee, in shares of Common Stock of the
Company. Upon the exercise of an option, an optionee may be required to pay an
amount equal to any applicable federal, state and local withholding taxes.

Options granted under the Plan are not transferable or assignable other
than by will or the laws of descent and distribution. Except as may be
otherwise provided for in non-qualified options, if an optionee ceases to be
employed by the Company for any reason other than death or permanent disability,
the option expires on the earlier of three months from the date of termination
of employment or expiration of the term of the option. During the period
between termination of the optionee's employment (including permanent
disability) and expiration of the option, the option may only be exercised to
the extent that it was exercisable on the date of such termination. Upon the
death or permanent disability of an optionee while an employee, the option
expires on the earlier of one year from the date of death or permanent
disability or expiration of the term of the option. During the period between
the optionee's death and expiration of the option, the option may be exercised
by the person or persons to whom the optionee's rights under the option have
passed by will or by the law of descent and distribution, but only to the extent
that it could have been exercised on the date of death. These and other terms
and conditions of the options are set forth in a Stock Option Agreement to be
executed by each employee at the time an option is granted to such employee or
at the time an option is amended.

At June 28, 1996, the closing bid price of the Common Stock on NASDAQ was
$2.375

DURATION OF THE PLAN

Options can be granted under the Plan through November 12, 2000. The Board
of Directors is empowered to terminate the granting of options under the Plan at
an earlier date or to amend or otherwise modify the Plan. Except for
adjustments made necessary by changes in the Company's Common Stock, the Board
of Directors may not increase the total number of shares to be offered under the
Plan without shareholder approval.

ADMINISTRATION OF THE PLAN

The Board of Directors currently administers the Plan (except for grants to
officers and directors who are subject to Section 16(b) of the Securities
Exchange Act of 1934, options and the terms thereof can be only granted and
decided by the Compensation Committee of two or more disinterested directors not
eligible to participate in the Plan or after August 15, 1996 non-employee
directors). The Board of Directors or the Compensation Committee, if any, may,
subject to the provisions of the Plan, grant to amend options thereunder,
establish rules and regulations which it may deem appropriate for the proper
administration of the Plan, and interpret and make determinations under the
Plan.

ELIGIBILITY

The persons eligible to receive options under the Plan are "employees" of
the Company, as that term is defined in the Plan. An employee who is also a
member of the Board of Directors of the Company may be granted options under the
Plan. For incentive stock options, no optionee may be granted incentive stock
options to purchase more than $100,000 (as of the date of grant) of options that
the optionee can first exercise in any one year.

FEDERAL INCOME TAX CONSEQUENCES

NON-QUALIFIED OPTIONS. Generally, no income will be recognized by an
optionee at the time a non-qualified option is granted. At the time of exercise
of a non-qualified option, the optionee will recognize ordinary income in an
amount equal to the excess of the fair market value of the shares on the date of
exercise over the exercise price, unless the recipient is subject to the
provisions of Section 16(b) ("Section 16(b)") of the Securities Exchange Act of
1934 (the option holder is an officer, director or more than 10% shareholder).
In such a case, ordinary income will be recognized at such time as a sale of the
shares at a profit would not subject the optionee to suit under Section 16(b)
and will be recognized in an amount equal to the excess of the fair market value
of the shares on such date over the exercise price. The optionee may, however,
make an election under Section 83(b) of the Code to recognize

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ordinary income at the time of exercise as if the provisions of Section 16(b)
did not apply. The Company will be entitled to a deduction for federal income
tax purposes, generally in the year and in the same amount as the optionee is
considered to have recognized ordinary income in connection with the exercise of
a non-qualified option, provided that the Company makes provision for
withholding of income taxes, where applicable.

An optionee will recognize gain or loss on the subsequent sale of shares
acquired upon exercise of a non-qualified option in an amount equal to the
difference between the amount realized and the tax basis of such shares, which
basis will equal the option price paid, plus the amount included in the
employee's income by reason of the exercise of the option. Provided such shares
are held as a capital asset, such gain or loss will be long-term or short-term
capital gain or loss, depending upon whether the shares have been held for more
than one year.

The Company has the right to deduct from an optionee's other compensation
any sums required by federal, state or local tax laws to be withheld with
respect to the exercise of any non-qualified option from sums owing to the
person exercising the option or, in the alternative, may require the person
exercising the option to pay such sums to the Company prior to or in connection
with such exercise.

INCENTIVE STOCK OPTIONS. The Company believes that incentive options
granted under the Plan will qualify as incentive stock options within the
purview of Section 422 of the Internal Revenue Code of 1986. The following is a
summary of the principal federal income tax aspects of incentive stock options.

For regular income tax purposes, no income will be recognized by an
optionee at the time the incentive option is granted, and no income will be
recognized by an optionee upon his exercise of the option. If the optionee
makes no premature disposition of the shares received upon exercise of the
option, he will recognize long-term capital gain or loss when he disposes of the
shares and such gain or loss will be measured by the difference between the
option price and the amount realized for the shares at the time of disposition.
For this purpose a disposition is premature if it occurs within two years after
the option is granted, or within one year after the option is exercised.

If the optionee makes a premature disposition of shares acquired upon
exercise of an incentive option, any amount realized from such disqualifying
disposition will be taxable as ordinary income in the year of disposition to the
extent that the option price is exceeded by the lesser of the fair market value
of the shares on the date the option was exercised or the amount realized from
such disposition. Any gain in excess of the fair market value of the shares on
the date of exercise will be treated as long-term or short-term capital gain,
depending upon whether the shares have been held for more than one year.

The Company will not be allowed a deduction for federal income tax purposes
at the time of exercise of an incentive stock option. At the time of any
disqualifying disposition by an optionee, the Company will generally be entitled
to a deduction to the extent that the optionee recognizes ordinary income.

Upon exercise of an incentive stock option, the excess of the fair market
value of the stock over the option prices constitutes an item of tax preferences
for purposes of the alternative minimum tax. Whether an optionee will be
subject to the alternative minimum tax will depend upon his individual tax
circumstances.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

The affirmative vote of a majority of the votes present or represented by
proxy and entitled to vote at the Annual Meeting of Shareholders, at which a
quorum representing a majority of all outstanding shares of Common Stock of the
Company is present and voting, either in person or by proxy, is required for
approval of the amendment to the Plan. Abstentions and broker non-voted will
each be counted as present for purposes of determining the presence of a quorum.
Abstentions will have the same effect as a negative vote. Broker non-votes, on
the other hand, will have no effect on the outcome of the vote.

The Board of Directors believes that the proposed amendment to increase the
shares reserved for issuance under the Plan is in the best interest of the
Company and the shareholders for the reasons stated above. THEREFORE, THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO
INCREASE THE SHARES RESERVED FOR ISSUANCE UNDER THE 1990 STOCK OPTION PLAN.

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SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

In order for a shareholders proposal to be included in the Board of
Directors' Proxy Statement for the next Annual Meeting of Shareholders, such
proposal must be received at 19805 North Creek Parkway, P.O. Box 3005, Bothell,
Washington 98041-3005, Attention: Corporate Secretary, no later than the close
of business on April 15, 1997.

INDEPENDENT AUDITORS

KPMG Peat Marwick has been selected as independent auditors for the Company
for the current fiscal year. KPMG Peat Marwick does not have and has not had at
any time any direct or indirect financial interest in the Company or any of its
subsidiaries and does not have and has not had at any time any connection with
the Company or any of its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer, or employee. Neither the Company nor any
officer or director of the Company has or has had any interest in KPMG Peat
Marwick.

The Board of Directors of the Company and its Audit Committee have approved
KPMG Peat Marwick as its independent auditors. Prior thereto, they have
questioned partners of that firm about its methods of operation and have
received assurances that any litigation or other matters involving it do not
affect its ability to perform as the Company's independent auditors.

Representatives of KPMG Peat Marwick will be present at the Annual Meeting,
will have an opportunity to make statements if they so desire, and will be
available to respond to appropriate questions.

ANNUAL REPORT

The Company's Annual Report to Shareholders containing its consolidated
financial statements for the fiscal year ended March 31, 1996, will be mailed to
all shareholders of record on or before August 15, 1996. The Annual Report to
Shareholders does not constitute any part of this Proxy Statement. Any
Shareholder who does not receive a copy of such Annual Report to Shareholders
may obtain one by writing to the Company.

REPORT FILED WITH SECURITIES AND EXCHANGE COMMISSION

ANY BENEFICIAL OWNER OF SECURITIES OF THE COMPANY WHOSE PROXY IS HEREBY
SOLICITED MAY REQUEST AND RECEIVE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS THERETO, BUT EXCLUDING
EXHIBITS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH REQUEST
SHOULD BE ADDRESSED TO: OMEGA ENVIRONMENTAL, INC., 19805 NORTH CREEK PARKWAY,
P.O. BOX 3005, BOTHELL, WASHINGTON 98041-3005, ATTENTION: CHIEF FINANCIAL
OFFICER.

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OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on such
matters in accordance with their best judgment and discretion.

By Order of the Board of Directors

LEO L. AZURE, JR.
Chairman of the Board

Bothell, Washington
July 29, 1996

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRE 14A Filing	Date	First	Last	Other Filings

	3/31/95	15
	11/18/95	15
	3/31/96	4	21	10-K
	5/16/96	10	18
	6/14/96	4		10-K/A
	6/28/96	19
	6/30/96	17		10-Q
	7/18/96	16
	7/23/96	3	16
Filed On / Filed As Of	7/29/96	2	22	10-K/A
	8/8/96	2	3
	8/15/96	3	21	DEF 14A
For The Period Ended	9/26/96	2	3	DEF 14A
	3/31/97	8
	4/15/97	21
	11/12/0	19
	5/16/6	10	11

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Omega Environmental Inc · PRE 14A · For 9/26/96

Filed On 7/29/96 · SEC File 0-20267 · Accession Number 912057-96-15607

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents