<PAGE>   1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K
(Mark One)

(X)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997.

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934.
 
                         COMMISSION FILE NUMBER: 0-7907

                                 C. H. HEIST CORP.                            
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            New York                                          16-0803301
---------------------------------                  -----------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

       810 North Belcher Road
        Clearwater, Florida                                     33765
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

                                (813) 461-5656                                
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)
          Securities registered pursuant to Section 12(b) of the Act:

                        Common Stock, $.05 par value                          
--------------------------------------------------------------------------------
                                (Title of Class)

Securities registered pursuant to Section 12(g) of the Act:  None

         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X     No 
                                              -------    -------

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements, incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K (X).
<PAGE>   2


         The aggregate market value of the Registrant's common shares held by
non-affiliates at March 15, 1998 was approximately $8,980,000.

         The number of common shares of the Registrant outstanding at March 15,
1998 was 2,877,943.

                      DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following documents are incorporated by reference in
the following parts of this report:  Part I and II -- the Registrant's Annual
Report to Shareholders for the year ended December 28, 1997, which appears as
Exhibit 13 to this Form 10-K; Part III -- the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission and used in
connection with the solicitation of proxies for the Registrant's annual meeting
of shareholders to be held on May 7, 1998.
<PAGE>   3

                                     - 2 -

                                     PART I

ITEM 1.  BUSINESS

General. C.H. Heist Corp. and its subsidiaries (the "Company") are engaged in
two industry segments: staffing services and industrial maintenance services. 
The Company operates in both segments in the United States and in the industrial
maintenance segment in Canada.

                               Staffing Services

         The Company supplies temporary employees in the U.S. through Ablest 
Service Corp. ("Ablest"), a wholly owned subsidiary of the Company. Ablest is a
staffing services organization with 38 offices located in the Eastern United
States with the capability to supply temporary employees for the clerical,
industrial and technical needs of their customers. Ablest does not have any
principal customers, nor does it service any specific industry or field. 
Instead, its services are provided to a broad-based customer list.

         On September 15, 1996, Ablest purchased certain assets of Tech
Resource Inc. a Georgia corporation. This acquisition established Ablest in the
Information Technology staffing business. Two additional acquisitions in the
Information Technology staffing and documentation business were completed
during 1997.  These were combined with the Tech Resource group and does
business as Ablest Technology Staffing division.  See note 13 to the
Consolidated Financial Statements on page 21 of the Company's Annual Report to
Shareholders incorporated herein by reference.

The staffing services business is highly competitive. There are numerous local,
regional and national firms principally engaged in offering such services. The
primary competitive factors in the staffing services field are quality of
service, reliability of personnel and price.


                        Industrial Maintenance Services

         The Company also performs industrial maintenance services. The
Company's services include high pressure water cleaning of industrial and
chemical equipment and facilities, sandblasting, industrial painting, and the
vacuuming of wet and dry industrial wastes. The Company engages in the business
of exchanger extraction and insertion, shell side cleaning, tube cleaning and
field service repairs of heat exchangers for the same client base. The services
are performed through the use of specialized automated mechanical equipment
which is generally regarded as state of the art.  The Company also installs,
maintains and sells insulation for commercial applications.

         The Company's principal customers include oil refineries,
petrochemical, chemical, ferrous and non-ferrous metal plants, mining
installations, governmental authorities, nuclear and fossil fuel electric
generating plants and pulp and paper mills.
<PAGE>   4

                                    - 3 -


                 Sales of industrial maintenance services to one customer, E.
I. Dupont De Nemours and Company, accounted for approximately 9.3% of the
Company's consolidated sales during its fiscal year ended December 28, 1997.
The total amount of services purchased by this customer is an aggregate of
services provided at a number of separate plants.  Plant managers at the
respective plants generally make the decisions as to whether or not to use the
Company's services.  If the contracts with this customer were not renewed, it
would have a substantial impact on the Company's operations.

                 Many of the Company's industrial maintenance services are
performed outdoors, but the Company does not consider its business to be
seasonal. However, due in part to weather factors, the first quarter of the
Company's fiscal year has historically produced the lowest levels of revenue
and profitability.

                 The Company from time to time investigates and develops new
equipment components, tools and methods for use in the conduct of its
operations. Most of the components in its equipment are designed to the
Company's specification. The amounts expended for such activities, all of which
were performed at a Company facility, during the fiscal years ended December
28, 1997, December 29, 1996 and December 31, 1995 amounted to $338,000,
$248,000, and $154,000 respectively. During the fiscal year ended December 28,
1997, these services were performed primarily by seven individuals who were
employed by the Company on a full-time basis.

                 The Company competes with numerous other companies engaged in
high-pressure water maintenance cleaning services, industrial painting,
maintenance-cleaning of heavy industrial equipment through the use of
mechanical, chemical and other methods, the vacuum removal of dry and wet
industrial waste, and the installation and maintenance of insulation. The
Company does not believe that any single competitor is dominant in any of these
services. Competition is primarily based upon quality of services and price.

                 The Company is subject to various statutes and regulations
respecting control of noise, air, water and land pollution. In addition, its
customers may be subject to other environmental protection statutes and
regulations relating to some of the industrial maintenance services rendered by
the Company. From time to time modifications or improvements have been required
in the Company's equipment in order to comply with government regulations,
including those relating to safety and noise reductions. Such modifications or
improvements have not resulted in any material capital expenditures nor are any
anticipated for such purpose in the foreseeable future.

          
<PAGE>   5

                                     - 4 -


Industry Segments and Service Activities.  The following table is a summary of
information relating to the Company's operations in its two industry segments
for each of the Company's last three fiscal years:



<TABLE>
<CAPTION>
                                          Fiscal Year Ended    
                                 ----------------------------------
                                  Dec. 28,     Dec. 29,    Dec. 31,
In Thousands                       1997         1996        1995 
------------                     --------     --------    ---------
<S>                              <C>          <C>         <C>
Sales to Unaffiliated                     
 Customers:                               
  Staffing Services              $ 63,268*    $ 49,514*   $ 44,685*
  Industrial                              
   Maintenance                     56,248       57,001      57,974
                                          
Operating Income (loss):                  
  Staffing Services                 2,976        3,347       2,922
  Industrial                              
   Maintenance                         97       (1,114)        488
                                          
                                          
Identifiable Assets:                      
  Staffing Services                12,555        9,212       7,588
  Industrial                              
   Maintenance                     29,414       31,548      30,468
</TABLE>



         * Sales figures do not include intersegment sales of approximately
$39,000, $84,000 and $134,000 in 1997, 1996 and 1995, respectively.

         The following table sets forth the approximate amounts of total sales
and revenues by service activity within the Company's industrial maintenance
segment for each of the Company's last three fiscal years:



<TABLE>
<CAPTION>
                                            Fiscal Year Ended   
   Industrial                       ---------------------------------
   Maintenance                      Dec. 28,     Dec. 29,    Dec. 31,
Sales and Revenues                    1997         1996        1995
------------------                  --------     --------    --------
<S>                                 <C>          <C>         <C>
Hydro/Mechanical                      63%          69%         72%
                                              
Sandblasting and                      17%          16%         17%
  Painting                                    
                                              
Other                                 20%          15%         11%
                                                                       
</TABLE>
<PAGE>   6

                                     - 5 -

         Working Capital.  By virtue of the nature of the Company's business
segments and the size and financial status of its customers, the attainment and
maintenance of high levels of working capital is not required, other than to
meet debt requirements as disclosed in Note 5 to the Consolidated Financial
Statements on page 17 of the Company's Annual Report to Shareholders which is
incorporated herein by reference.

         Backlog.  In view of the fact that the Company's services are primarily
furnished pursuant to purchase orders or on a call basis, backlog is not
material.

         Employees. On December 28, 1997, the Company employed approximately
4,321 persons of whom 232 persons were employed on a full-time basis and the
remainder were part-time and temporary employees. Some of the Company's
industrial maintenance employees are represented by unions. The Company
considers its employee relations to be good.

         Canadian Operations.  The following table sets forth the relative
contributions in U.S. dollars to sales, operating income and identifiable
assets attributable to the Company's Canadian operations for the last three
fiscal years:




<TABLE>
<CAPTION>
                                            Fiscal Year Ended    
                                  ----------------------------------
                                   Dec. 28,     Dec. 29,    Dec .31,
In Thousands                         1997         1996        1995 
------------                      ---------    ---------    --------
<S>                               <C>          <C>          <C>
Sales to Unaffiliated                      
  Customers                       $16,300     $ 14,877    $ 14,483
                                           
Operating Income                  $ 1,525     $    923       1,118
                                           
Identifiable Assets               $10,570     $  9,316    $ 10,093
</TABLE>



There were no export sales during any period. 
<PAGE>   7


                                     - 6 -

Executive Officers of Registrant



         (a)  Identification.  The Company's executive officers are:

<TABLE>
<CAPTION>
                                                                                                   Served as
                                                           Position and                            Executive
                                                           Office with                             Officer
Name                                     Age               Registrant                              Since      
----                                     ---               ------------                            -----------
<S>                                      <C>               <C>                                     <C>
Charles H. Heist                         47                Chairman of the                           1978
                                                           Board of Directors
                                                           and Chief Executive
                                                           Officer

W. David Foster                          63                President - Chief                         1976
                                                           Operating Officer

John L. Rowley                           54                Vice President Finance,                   1979
                                                           Chief Financial Officer

Isadore Snitzer                          76                Secretary                                 1956

Duane F. Worthington                     46                Vice President -                          1989
                                                           U.S. Operations,
                                                           C. H. Heist Corp.

Andrew R. Crowe, Jr.                     46                Vice President -                          1990
                                                           Chief Operating
                                                           Officer, C. H.
                                                           Heist, Ltd.

Kurt R. Moore                            39                Executive Vice President -                1991
                                                           Ablest Service Corp.

Christopher H. Muir                      36                Vice President -                          1997
                                                           Marketing and Sales,
                                                           C. H. Heist Corp.

Mark P. Kashmanian                       42                Treasurer - Chief                         1996
                                                           Accounting Officer

Paul K. Brumfield                        55                Vice President - Human                    1996
                                                           Resource, Safety, Health
                                                           and Environment
</TABLE>
<PAGE>   8

                                     - 7 -


         (b)     Arrangements and Understandings. There are no arrangements or
understandings pursuant to which the above officers were elected.

         (c)     Family Relationships.  None of the officers has any family
relationship with any other officer of the Company.

         (d)     Business Experience.  Messrs. Charles H. Heist, John L.
Rowley, W. David Foster, Duane F. Worthington, Kurt R. Moore, Andrew R. Crowe,
Jr., Mark P. Kashmanian and Paul K. Brumfield have been employees of the
Company for more than five years.  Mr. Snitzer is a partner in the Buffalo, New
York, law firm of Borins, Setel, Snitzer & Brownstein, and its predecessors,
which firm served as general counsel to the Company until July 1996.
Christopher H.  Muir joined the Company on April 28, 1997.  Mr. Muir holds an
M.B.A. in Marketing from the University of South Florida and a B.A. degree in
Philosophy, English, and Business Administration from Southwestern University.
His recent work history includes, Director of Marketing at Quanterra, Inc.
(formerly the Enseco division of Corning, Inc.), 1992-1994; Principal at
Paradox Consulting Group(R), Inc., 1994-1997; and Adjunct Professor of
Marketing at the College of Business Administration, University of South
Florida, 1995-1997.


ITEM 2.  PROPERTIES

         The Company's subsidiary, Ablest Service Corp., owns the executive
office facilities for C.H. Heist Corp. and Ablest Service Corp. in Clearwater,
Florida. The Company owns and leases properties in Buffalo, New York and
Clearwater, Florida which house its administrative offices, and Methods and
Development facilities. The leased facilities in Buffalo are leased from
persons who are affiliates of certain officers and directors. See Part III,
Item 13 "Certain Relationships and Related Transactions" in this form 10-K, the
response to which is incorporated herein by reference.

         The daily operations of the Company are currently operated out of
twenty-five service facilities and thirty-eight staffing services offices as
well as ten Regional Centers. The Regional Centers are covered by short term
leases.  Nineteen service facilities and thirty-eight staffing services offices
are located in the continental United States and six service facilities are
located within Canada. With respect to the service facilities, twelve are owned
by the Company, and thirteen service areas and all of the staffing services
offices are subject to leases with various expiration dates. The Company
considers its service facilities, staffing services offices and Regional
Centers suitable and adequate for servicing its customers.
<PAGE>   9

                                     - 8 -

         In meeting the requirements of its industrial maintenance customers,
the Company relies on its extensive, specially designed and equipped (to
Company's specifications) mobile equipment, which must be kept in good repair
and replaced from time to time. The Company considers this equipment adequate
for current operations.  Each of the Company's active service facilities has
mobile equipment permanently assigned to it by the Company.

         Certain of the properties owned by the Company are subject to
mortgages. Reference is made to Note 5 to the Consolidated Financial Statements
on page 17 of the Company's Annual Report to Shareholders, incorporated herein
by reference.

ITEM 3.  LEGAL PROCEEDINGS

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders of the Company
during the fourth quarter of fiscal 1997.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON
         EQUITY AND RELATED STOCKHOLDER MATTERS
                                              
         The information in response to this item is hereby incorporated by
reference to the information presented on page 23 of the Company's 1997 Annual
Report to Shareholders which appears as Exhibit 13 to this Form 10-K.

ITEM 6.  SELECTED FINANCIAL DATA

         The information in response to this item is hereby incorporated by
reference to the information presented at page 10 in the Company's 1997 Annual
Report to Shareholders which appears as Exhibit 13 to this Form 10-K.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The information in response to this item is hereby incorporated by
reference to the information presented at pages 11 through 12 in the Company's
1997 Annual Report to Shareholders which appears as Exhibit 13 to this Form
10-K.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Financial Statements  and independent auditors report required in
response to this item is hereby incorporated by reference to pages 13 through
22 in the Company's 1997 Annual Report to Shareholders which appears as Exhibit
13 to this Form 10-K.
<PAGE>   10


                                    - 9 -

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE             

          None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The information in response to this item is hereby incorporated by
reference to the information under the caption "Nominees for Directors"
presented in the Company's definitive proxy statement to be filed with the
Securities and Exchange Commission and used in connection with the solicitation
of proxies for the Company's annual meeting of shareholders to be held on May
7, 1998, except insofar as information with respect to executive officers is
presented in Part I hereof.

ITEM 11.  EXECUTIVE COMPENSATION

          The information in response to this item is hereby incorporated by
reference to the information under the caption "Compensation of Executive
Officers" presented in the Company's definitive proxy statement to be filed
with the Securities and Exchange Commission and used in conjunction with the
solicitation of proxies for the Company's annual meeting of shareholders to be
held on May 7, 1998; provided, however, that information appearing in the proxy
statement under the headings "Report on Executive Compensation by the
Compensation Committee and Board of Directors" and "Common Stock Performance"
is not incorporated herein and should not be deemed to be included in this
document for any purposes.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The information in response to this item is hereby incorporated by
reference to the information under the caption "Security Ownership of Certain
Beneficial Owners and Management" presented in the Company's definitive proxy
statement to be filed with the Securities and Exchange Commission and used in
connection with the solicitation of proxies for the Company's annual meeting of
shareholders to be held on May 7, 1998.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information in response to this item is hereby incorporated by
reference to the information under the caption "Certain Transactions" presented
in the Company's definitive proxy statement to be filed with the Securities and
Exchange Commission and used in connection with the solicitation of proxies for
the Company's annual meeting of shareholders to be held on May 7, 1998.
<PAGE>   11

                                     - 10 -

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          (a)    The following documents are filed as part of this Report:

          (1)    Financial Statements and Schedules

          See Index to Financial Statements and Schedules at page 13.

          (2)    Exhibits

          Exhibits identified below are filed herewith or incorporated herein
by reference to the documents indicated in parentheses.

<TABLE>
<CAPTION>
Exhibit
Number      Description
-------     -----------
<S>         <C>
3.1         Restated Certificate of Incorporation of Registrant dated January 19, 1983.  (Exhibit to the Company's Form
            10-K Report for the year ended June 25, 1989).

3.2         Certificate of Amendment of Certificate of Incorporation of the Company (Appendix A to the Company's
            definitive Proxy Statement in connection with its Annual Meeting held on May 11, 1992).

3.3         Amended By-laws of the Registrant adopted August 27, 1990 (Exhibit to the Company's Form 10-K Report for the
            year ended June 24, 1990).

10.1        Business Loan Agreement with Manufacturers and Traders Trust Company dated December 22, 1994.

10.2        Corporate Revolving Term Loan Agreement with Manufacturer and Traders Trust Company dated August 21, 1995.

10.3        Amendment to Business Loan Agreement dated October 25, 1996. (Exhibit to the Company's Form 10-K Report for
            the year ended December 29, 1996.)

10.4        EVA incentive plan. Incorporated herein by reference to the Company's definitive Proxy Statement in
            connection with its annual meeting held on May 10, 1996.

10.5        Leveraged Stock Option plan. Incorporated herein by reference to the Company's definitive Proxy Statement in
            connection with its annual meeting held on May 10, 1996.

10.6        Purchase Agreement dated as of September 15, 1996, with Tech Resource, Inc. (Exhibit to the Company's Form
            8-K report dated September 30, 1996).

10.7        Purchase Agreement dated as of April 28, 1997, with Solution Source, Inc. (Exhibit to the Company's Form 8-K
            report dated May 8, 1997).
</TABLE>
<PAGE>   12

                                     - 11 -

<TABLE>
<S>         <C>
10.8        Purchase Agreement dated as of June 23, 1997, with the Kelton Group, Inc. (Exhibit to the Company's Form 8-K
            report dated July 8, 1997).

10.9   *    Amendent No. 4 dated June 17, 1997, to Corporate Revolving and Term Loan Agreement.

10.10  *    Amendent agreement dated November 13, 1997, to Corporate Revolving and Term Loan Agreement.

13     *    1997 Annual Report to Shareholders.

15     *    Letter regarding Unaudited Interim Financial Information.

21     *    Subsidiaries of the Registrant.  Inside back cover of the 1997 Annual Report to Shareholders. (Exhibit 13 to
            this 10-K report).

23     *    Consent of KPMG Peat Marwick LLP to incorporation of reports into Form S-8 No. 33-48497 and No. 333-26007.

27.1   *    Financial Data Schedule (for SEC use only)
                    
</TABLE>

---------------------              
*    Filed herewith.
<PAGE>   13


                                     - 12 -

               (b)   Two reports on Form 8-K were filed by the Company during
1997.  The first was filed on May 8, 1997 during the quarter ended June 29,
1997, regarding the Company's acquisition of certain assets of Solution Source,
Inc.  The second was filed on July 8, 1997 during the quarter ended September
28, 1997, regarded the acquisition of certain assets of The Kelton Group, Inc.

               The Company will furnish, without charge to a security holder
upon request, a copy of the documents portions of which are incorporated by
reference herein and will furnish any other exhibit at cost.
<PAGE>   14

                                     - 13 -


                       C.H. HEIST CORP. AND SUBSIDIARIES

                  Index to Financial Statements and Schedules

                                   Form 10-K
                               Items 8, 14(a)(1)

<TABLE>
<CAPTION>
                                                                                                    Page reference
                                                                                                   -----------------
                                                                                                   Annual      Form
                                                                                                   Report      10-K
                                                                                                   ------      ----
<S>                                                                                                <C>         <C>
The financial statements of the registrant and its
  subsidiaries required to be included in Item 8
  are listed below:

            Independent Auditors' Report                                                             22

            Financial Statements:
             Consolidated Balance Sheets as of December 28, 1997 and
             December 29, 1996                                                                       13

             Consolidated Statements of Earnings for the years ended December 28, 1997,
             December 29, 1996 and December 31, 1995                                                 14

             Consolidated Statements of Stockholders' Equity for the years
             ended December 28, 1997, December 29, 1996 and December 31, 1995                        14

             Consolidated Statements of Cash Flows for the years ended December 28, 1997,
             December 29, 1996 and December 31, 1995                                                 15

             Notes to Consolidated Financial Statements                                            16 - 21

             Supplemental information, Quarterly data                                                23

The following consolidated financial statement schedules of the
  registrant and its subsidiaries are included in Item 14(a)(1):

            Independent Auditors' Report                                                                          14

            Schedule:
            II - Valuation Account                                                                                15
</TABLE>


Schedules other than those listed above are omitted because the conditions
requiring their filing do not exist or because the required information is
provided in the consolidated financial statements, including the notes thereto.
<PAGE>   15


                                     - 14 -



                          Independent Auditors' Report


The Board of Directors
C.H. Heist Corp.:



Under date of February 11, 1998, we reported on the consolidated financial
statements of C.H. Heist Corp. and subsidiaries as listed in the accompanying
index. These consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for the year 1997.
In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedule as listed
in the accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.


                                                           KPMG Peat Marwick LLP

Buffalo, New York
February 11, 1998
 
<PAGE>   16

                                      -15-

                                                                     SCHEDULE II
                       C. H. HEIST CORP. AND SUBSIDIARIES

                               VALUATION ACCOUNT


<TABLE>
<CAPTION>
                                                                              Additions                                 
                                                            Balance at       charged to       Accounts        Balance     
                                                            Beginning         cost and       receivable       at end  
                                                            of period         expenses       written-off     of period 
                                                            ---------        ----------      -----------     --------- 
<S>                                                         <C>              <C>             <C>             <C>
Allowance for doubtful accounts:

    Year ended December 31, 1995                            $362,543            114,979         (51,288)      426,234
                                                            ========           ========        ========       =======

    Year ended December 29, 1996                            $426,234             42,296          (9,219)      459,311
                                                            ========           ========        ========       =======

    Year ended December 28, 1997                            $459,311            274,903        (317,798)      416,416    
                                                            ========           ========        ========       =======    
</TABLE>
<PAGE>   17


                                   SIGNATURES

Pursuant to the requirements of Section  13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: February 23, 1998

                                        C. H. HEIST CORP.
                                        
                                        
                                        
                                        By:   /s/Mark P. Kashmanian  
                                           -----------------------------------
                                           Mark P. Kashmanian
                                           Treasurer, Chief Accounting Officer


   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and as of the date indicated:

C. H. HEIST CORP.



<TABLE>
<S>                                                          <C>
By: /s/Charles H. Heist                                     By:  /s/John L. Rowley                     
   ------------------------------------------                  --------------------------------------------
    Charles H. Heist                                             John L. Rowley, Director and Vice
    Chairman of the Board                                        President-Finance, Chief Financial Officer
    and Chief Executive Officer               
                                              
                                              
By: /s/W. David Foster                       
   ------------------------------------------
    W. David Foster                        
    Director and President                 
                                              
                                              
By: /s/Ronald K. Leirvik                                    By:  /s/Chauncey D. Leake, Jr.      
    -----------------------------------------                  --------------------------------------------
    Ronald  K. Leirvik                                           Chauncey D. Leake, Jr.
    Director                                                     Director
                                              
                                              
                                              
By: /s/Brian J. Lipke                                       By:  /s/Charles E. Scharlau         
   ------------------------------------------                   -------------------------------------------
    Brian J. Lipke                                               Charles E. Scharlau
    Director                                                     Director
                                              
                                              
                                              
By: /s/Richard W. Roberson                                  By:  /s/Donna R. Moore               
   ------------------------------------------                   ------------------------------------------
    Richard W. Roberson                                          Donna R. Moore
    Director                                                     Director

</TABLE>


February 23, 1998
                 

<PAGE>   18



                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                               Page or
Number           Description                                                                          Reference
-------          -----------                                                                          ---------
<S>              <C>                                                                                  <C>
3.1              Restated Certificate of Incorporation                                                  (1)
                 of Registrant dated January 19, 1983

3.2              Certificate of Amendment of Certificate                                                (2)
                 of Incorporation of the Registrant

3.4              Amended By-laws of the Registrant adopted on
                 August 27, 1990

10.1             Business Loan Agreement with Manufacturers and                                         (3)
                 Trades Trust Company dated December 22, 1994.

10.2             Corporate Revolving Term Loan Agreement with                                           (6)
                 Manufactuers and Traders Trust Company Dated
                 August 21, 1995.

10.3             Amendment to Corporate Revolving Term Loan                                             (7)
                 Agreement with Manufacturers and Traders Trust
                 Company dated October 25, 1996.

10.4             EVA Incentive Plan                                                                     (4)

10.5             Leveraged Stock Option Plan                                                            (4)

10.6             Purchase agreement dated September 15, 1996 with                                       (5)
                 Tech Resource, Inc.

10.7             Purchase agreement dated April 28, 1997 with Solution                                  (8)
                 Source, Inc.

10.8             Purchase agreement dated June 23, 1997 with the Kelton                                 (9)
                 Group, Inc.

10.9             Amendment date June 17, 1997 to the Corporate Revolving                                (10)
                 and Term Loan Agreement.

10.10            Amendment date November 13, 1997 to the Corporate                                      (10)
                 Revolving and Term Loan Agreement.

13               1997 Annual Report to Shareholders.                                                    (10)

13               1997 Annual Report to Shareholders inside back cover.                                  (10)

15               Letter regarding Unaudited Interim Financial                                           (10)
                 Information.

23               Consent of KPMG Peat Marwick LLP to incorporation of                                   (10)
                 reports into Form S-8 No. 33-48497 and No. 333-26007.

27               Financial Data Schedule (for SEC use only)                                             (10)
</TABLE>

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<PAGE>   19




(1)     Filed as an Exhibit to the Registrant's Form 10-K Report for the year
        ended June 25, 1989 and incorporated herein by reference.

(2)     Filed as Appendix A to the Registrant's definitive Proxy Statement in
        connection with its Annual Meeting of Shareholders held on May 11,
        1992.

(3)     Filed as an Exhibit to the Registrant's form 10-K report for the period
        ended December 25, 1994 and incorporated herein by reference.

(4)     Filed as part of Registrant's definitive Proxy statement in connection
        with its annual meeting of shareholders held on May 10, 1996 and
        incorporated herein by reference.

(5)     Filed as an Exhibit to the Registrant's form 8-K report dated September
        30, 1996 and incorporated herein by reference.

(6)     Filed as an Exhibit to the Registrant's form 10-K report for the period
        ended December 31, 1995 and incorporated herein by reference.

(7)     Filed as an Exhibit to the Registrants' form 10-K report for the period
        ended December 29, 1996 and incorporated herein by reference.

(8)     Filed as an Exhibit to the Registrants' form 8-K report dated May 8,
        1997 and incorporated herein by reference.

(9)     Filed as an Exhibit to the Registrants' form 8-K report dated July 8,
        1997 and incorporated herein by reference.

(10)    Filed as an Exhibit to this report.