<PAGE>

                                      1999
================================================================================

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

                                   FORM 10-K

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                  For the fiscal year ended December 31, 1999

 [ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934 for the transition period from      to
                                                                ----    -----

                         Commission File Number 1-14105
                         ______________________________

                          AVALON HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)

              Ohio                                       34-1863889
  (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)


                   One American Way, Warren, Ohio  44484-5555
           (Address of principal executive offices)       (Zip Code)

      Registrant's telephone number, including area code:  (330) 856-8800

          Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of Each Exchange
           Title of Each Class                           on Which Registered
           -------------------                           -------------------
Class A Common Stock, $.01 par value                   American Stock Exchange

        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 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 ]


The aggregate market value of Class A Common Stock held by non-affiliates of the
registrant on February 11, 2000 was $15.6 million.  Assuming that the market
value of the Company's Class B Common Stock was the same as its Class A Common
Stock by reason of its one-to-one conversion rights, the market value of Class B
Common Stock held by non-affiliates of the registrant on February 11, 2000 was
approximately $7,000. The registrant had 3,185,240 shares of its Class A Common
Stock and 618,091 shares of its Class B Common Stock outstanding as of March 2,
2000.

                      Documents Incorporated by Reference

1. Portions of the Avalon Holdings Corporation Annual Report to Shareholders for
   the year ended December 31, 1999 (Parts I and II of Form 10-K).
2. Portions of the Avalon Holdings Corporation Proxy Statement dated March 22,
   2000 (Part III of Form 10-K).

================================================================================
<PAGE>

                  AVALON HOLDINGS CORPORATION AND SUBSIDIARIES
                       _________________________________

As used in this report, the terms "Avalon,"  "Company," and "Registrant" mean
Avalon Holdings Corporation and its wholly owned subsidiaries, taken as a whole,
unless the context indicates otherwise.

                       _________________________________

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

Part I                                                                     Page
                                                                           ----
<S>          <C>                                                            <C>
 Item 1.     Business..................................................      1
 Item 2.     Properties................................................      5
 Item 3.     Legal Proceedings.........................................      6
 Item 4.     Submission of Matters to a Vote of Security Holders.......      6

Part II
 Item 5.     Market for the Registrant's Common Equity and Related
             Stockholder Matters.......................................      7
 Item 6.     Selected Financial Data...................................      7
 Item 7.     Management's Discussion and Analysis of Financial Condition
             and Results of Operations.................................      7
 Item 7A     Quantitative and Qualitative Disclosures About
             Market Risk...............................................      7
 Item 8.     Financial Statements and Supplementary Data...............      7
 Item 9.     Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.......................      8

Part III
 Item 10.    Directors and Executive Officers of the Registrant........      9
 Item 11.    Executive Compensation....................................     10
 Item 12.    Security Ownership of Certain Beneficial Owners and
             Management................................................     10
Item 13.     Certain Relationships and Related Transactions............     10

Part IV
 Item 14.    Exhibits, Financial Statement Schedules, and Reports on
             Form 8-K..................................................     11

Signatures.............................................................     13
</TABLE>
                       Note on Incorporation by Reference

Throughout this report various information and data are incorporated by
reference from the Company's 1999 Annual Report to Shareholders (hereinafter
referred to as the "Annual Report to Shareholders").  Any reference in this
report to disclosures in the Annual Report to Shareholders shall constitute
incorporation by reference of that specific material into this Form 10-K.
<PAGE>

                                    PART 1

ITEM 1.  BUSINESS

Spin-off
--------

  Pursuant to the terms of a Contribution and Distribution Agreement dated as of
May 7, 1998 between Avalon and American Waste Services, Inc. ("AWS"), AWS
contributed to Avalon its transportation operations, technical environmental
services operations, waste disposal brokerage and management operations, and
golf course and related operations together with certain other assets including
the headquarters of AWS and certain accounts receivable.  In connection with the
contribution, Avalon assumed certain liabilities of AWS including, without
limitation, liabilities relating to the termination of employment of certain
employees of AWS and costs and potential liabilities relating to a certain legal
proceeding.  On June 17, 1998 AWS distributed, as a special dividend, all of the
outstanding shares of capital stock of Avalon to the holders of AWS common stock
on a pro rata and corresponding basis (the "Spin-off").

General
-------

  Avalon was incorporated in Ohio on April 30, 1998 solely for the purpose of
effecting the Spin-off.  Avalon is a holding company which owns subsidiaries
that historically performed the transportation operations, technical
environmental services operations, waste disposal brokerage and management
operations and golf course and related operations of AWS.

  In January 1990, AWS acquired the Company's transportation companies:
DartAmericA, Inc. and its subsidiaries which provide hazardous and nonhazardous
waste transportation, transportation of general and bulk commodities, and
transportation brokerage and management services; and Envirco Transportation
Management, Inc., a waste transportation brokerage and management business.
These companies became subsidiaries of Avalon as a result of the Spin-off.

  In June 1990, AWS purchased approximately 5.6 acres of real estate located in
Warren, Ohio on which it constructed a 26,000 square foot office building to
serve as its corporate headquarters.  In connection with the acquisition of such
property, Avalon Lakes Golf, Inc. ("ALGI") acquired the real and personal
property associated with the Avalon Lakes Golf Course, an 18-hole public golf
course adjacent to the office property.  ALGI became a subsidiary of Avalon as a
result of the Spin-off.

  In October 1990, AWS acquired the Company's environmental consulting,
laboratory and remediation companies:  Earth Sciences Consultants, Inc., Antech
Ltd., and AWS Remediation, Inc.  These technical environmental services firms
are referred to collectively as the "Earth Sciences Companies."  The Earth
Science Companies became subsidiaries of Avalon as a result of the Spin-off.

  During 1995, American Waste Management Services, Inc., a subsidiary of AWS,
commenced its waste disposal brokerage and management operations. This company
became a subsidiary of Avalon as a result of the Spin-off.

  During the third quarter of 1997, a newly organized subsidiary of AWS,
American Landfill Management, Inc., started its captive landfill management
operations.  This company became a subsidiary of Avalon as a result of the Spin-
off.

Business Segments Information
-----------------------------

  Avalon's primary business segments are transportation services, technical
environmental services, and waste disposal brokerage and management services.
These services are provided to industrial, commercial, municipal and
governmental customers primarily in selected northeastern and midwestern United
States markets and are therefore somewhat seasonal in nature.  Avalon's
transportation services segment provides transportation of hazardous and
nonhazardous waste, transportation of general and bulk commodities and the
brokerage and management of transportation services.  For the years 1999, 1998
and 1997, the net operating revenues of the transportation services segment
represented approximately 45%, 46% and 57%, respectively, of Avalon's total
segments' net operating revenues.  Avalon's technical environmental services
segment provides environmental consulting, engineering, site assessments,
analytical laboratory, remediation and captive landfill management services.
For the years 1999, 1998 and 1997, the net operating revenues of the technical
environmental services segment represented approximately 32%, 31% and 27%,
respectively, of Avalon's total

                                       1
<PAGE>

segments' net operating revenues. Avalon's waste disposal brokerage and
management services segment provides hazardous and nonhazardous waste disposal
brokerage and management services. For the years 1999, 1998 and 1997, the net
operating revenues of the waste disposal brokerage and management services
segment represented approximately 21%, 18% and 11%, respectively, of Avalon's
total segments' net operating revenues. Avalon also operates a golf course and
related operations.

Transportation Services

General
  Avalon's transportation subsidiaries transport waste and other materials on
behalf of customers within the United States and portions of Canada and provide
transportation brokerage and management services, as well as intermodal
transportation services.  The transportation operations have the equipment and
the expertise to transport virtually all types of waste and most commodity
products.

DartAmericA, Inc.
  DartAmericA, Inc. through its subsidiaries (collectively, "Dart"),
headquartered in Warren, Ohio, is engaged in the transportation of waste and is
a common carrier of both general and bulk commodities.  Dart, which commenced
operations in 1965, also engages in the brokerage and management of
transportation.

  Dart is a fully licensed hazardous and nonhazardous waste carrier.
Approximately 72%, 65% and 60% of the revenue generated by Dart in 1999, 1998
and 1997, respectively, related to the transportation of waste.  Hazardous waste
represented 56%, 63% and 67% of Dart's waste transportation revenues in 1999,
1998 and 1997, respectively.

  Dart, which is licensed as a common carrier in 49 states and several provinces
of Canada, derived 28%, 35% and 40% of its revenues in 1999, 1998 and 1997,
respectively, from the transportation of bulk commodities, such as coal, salt,
sand, ash, steel products and heavy machinery.  A common carrier engaged in the
transportation of goods owned by others is subject to federal and state
regulations which establish operating and safety standards.  Carriers are liable
for loss of or damage to goods entrusted to their care.  Public liability and
property damage insurance is compulsory.

  A majority of the truck power units and a substantial number of the trailers
used by Dart are owned and operated by independent truckers who receive a
negotiated percentage of the gross revenue from carriage.  Most of the
approximately 90 to 110 independent truckers who regularly provide services for
Dart have been doing so for a number of years.  These independent truckers pay
for fuel and all other expenses with the exception of automotive liability
insurance, hazardous waste permits, special equipment required to carry
hazardous waste and other safety equipment, all of which are provided by Dart.
Equipment used by the independent truckers is inspected at least annually and is
subject to random inspections by Dart.  See Item 2--"Properties."

  Waste is transported by roll-off trailers, specialized tankers, van trailers,
dump trailers or flatbed trailers to treatment and disposal facilities.  Dart
leases roll-off containers to customers which fill the containers with waste as
it is generated.  Using specially designed trailers, Dart periodically picks up
and replaces the containers, which it transports to approved facilities for
disposal.  See Item 2--"Properties."

  Dart also provides transportation brokerage and management services to a
variety of customers.  Dart maintains lists of approved transporters, which it
periodically reviews and updates, and Dart will only engage transporters that it
believes are reliable and efficient in providing the services required in
accordance with Dart's standards.   Subsequent to the Spin-off, the waste
transportation brokerage and management operations of Envirco Transportation
Management, Inc. were consolidated with the operations of Dart.

     During 1999, two customers of the transportation services segment each
accounted for approximately 11.5% of the segment's net operating revenues to
external customers.

                                       2
<PAGE>

Technical Environmental Services

  The Earth Sciences Companies, headquartered in Export, Pennsylvania, provide a
wide range of technical environmental services, including environmental impact
studies, landfill design, permitting, site assessments, waste management and
minimization consulting, laboratory services, site remediation, and
environmentally related construction activities, including removal of
underground storage tanks, conducting landfill closures and performing
decommissioning activities.  These companies also provide hazardous and
nonhazardous waste management, groundwater remediation and underground storage
tank management.  The Earth Sciences Companies are often engaged to perform a
remedial investigation/feasibility study ("RI/FS"), which first entails
performing a site assessment involving the gathering of samples from a
contaminated site, followed by laboratory analyses to establish or verify the
nature and extent of the contaminants.  Alternative solutions to remedy the
particular problem are then developed, evaluated and presented to the client.
The Earth Sciences Companies are equipped to implement the mitigation and
decontamination program then selected by the client and approved by the
appropriate regulatory agency.  When implementing such a program, the Earth
Sciences Companies may employ the transportation, management and/or brokerage
services of its affiliated companies.  The Earth Sciences Companies also possess
the expertise to perform the evaluation and analysis necessary to advise clients
on compliance with federal and state environmental regulations, and have
assisted clients in developing waste management and compliance policies,
including the development of plans for waste minimization and disposal.  The
Earth Sciences Companies also provide services related to the evaluation of the
environmental condition of real estate for law firms, banks or potential
purchasers, as well as expert environmental testimony in legal proceedings.

  The Earth Sciences Companies provide comprehensive organic, inorganic and
radiochemical laboratory services, including water and wastewater analyses,
waste characterization, sludge, soil and rock analyses and related bench studies
for wastewater treatment and process design.

  American Landfill Management, Inc. ("ALMI") is a landfill management company
that provides technical and operational services to customers owning captive
disposal facilities.  A captive disposal facility only disposes of waste
generated by the owner of such facility.  ALMI provides turnkey services,
including daily operations, facilities management and management reporting for
its customers.  Currently, ALMI manages one captive disposal facility located in
Ohio.

  During 1999, one customer of the technical environmental services segment
accounted for approximately 13.2% of the segment's net operating revenues to
external customers.

Waste Disposal Brokerage and Management Operations

Disposal Brokerage and Management
  American Waste Management Services, Inc. ("AWMS") assists customers with
managing and disposing of wastes at approved treatment and disposal sites based
upon a customer's needs.

Waste Monitoring
  Because waste generators remain liable for their waste both before and after
disposal, they require assurance that their waste will be safely and properly
transported, treated and disposed of.  To give customers this confidence, as
well as to limit its own potential liability, AWMS has instituted procedures
designed to minimize the risks of improper handling or disposal of waste.

  Prior to AWMS providing waste brokerage or management services, a potential
customer must complete a detailed questionnaire setting forth the amount,
chemical composition and any special characteristics for each separate waste to
be handled.  Representative samples of the waste are analyzed by a state or
federally certified laboratory.  In addition, an AWMS representative generally
inspects the process generating the waste, the location where the waste may be
temporarily stored or the site of the remediation project producing the waste,
and interviews representatives of the generator familiar with the waste.  This
inspection, along with the laboratory results, allows AWMS to determine whether
the waste is within acceptable parameters for disposal and, if so, what special
handling and treatment procedures must be instituted.  If the waste is
continuously generated, new representative samples are tested on a periodic
basis.

                                       3
<PAGE>

  These procedures are important to both AWMS and its customers since the key to
proper handling of waste is accurate identification.  Hazardous waste which is
not identified as such and thus improperly disposed of can result in substantial
liability to the waste generator, the disposal facility, AWMS and potentially to
all other waste generators that have used the disposal site.  Conversely, waste
that could safely and legally be disposed of in a solid waste landfill but is
instead sent to a hazardous waste facility for treatment and disposal will
result in substantial and unnecessary expense to the generator.

Governmental Regulations

  In order to transport hazardous waste and, in certain cases, nonhazardous
solid waste, Avalon's transportation operations must possess and maintain one or
more state operating permits.  These operating permits must be renewed annually
and are subject to modification and revocation by the issuing agency.  In
addition, Avalon's waste transportation operations are subject to evolving and
expanding operational, monitoring and safety requirements.

  In the ordinary course of their operations, Avalon's subsidiaries may from
time to time receive citations, notices or comments from regulatory authorities
that such operations are not in compliance with applicable environmental
regulations.  These agencies may seek to impose fines, or revoke or deny renewal
of operating permits or licenses, or require the remediation of environmental
problems resulting from Avalon's transportation or waste brokerage operations.
Upon receipt of such citations, notices or comments, the appropriate subsidiary
works with the authorities in an attempt to resolve the issues raised.  Failure
to correct the problems to the satisfaction of the authorities could lead to
fines and/or a curtailment or cessation of certain operations.

  The federal government and numerous state and local governmental bodies are
increasingly considering, proposing or enacting legislation or regulations to
either restrict or impede the disposal and/or transportation of waste.  A
significant portion of Avalon's disposal brokerage and transportation revenues
is derived from the disposal or transportation of out-of-state waste.  Any law
or regulation restricting or impeding the transportation of waste or the
acceptance of out-of-state waste for disposal could have a significant negative
effect on Avalon.  Avalon's transportation operations may also be affected by
the trend toward laws requiring the development of waste reduction and recycling
or other programs.

Sales and Marketing

  Avalon's sales and marketing approach is decentralized, with each operation
being responsible for its own sales and marketing efforts.  Each operation
employs its own sales force which concentrates on expanding its business.

Competition

  The markets for the transportation of hazardous and nonhazardous waste and for
the transportation of general and bulk commodities are each highly competitive.
There are numerous participants, and no one transporter has a dominant market
share.  Avalon competes primarily with other short and long-haul carriers for
both truckload and less than truckload shipments.  Competition for the
transportation of waste is based on the ability of the carrier to transport the
waste at a competitive price and in accordance with applicable regulations and
the latest advances in technology.  Competition for the transportation of
commodities is based primarily on price and service. As is the case with any
transportation company, the Company's costs depend on the price and availability
of diesel fuel.  During the first quarter of 2000, a substantial increase in
fuel prices subjected the Company to increased operating expenses, which the
Company will not be able to entirely pass on to its customers.

  Avalon's technical environmental services operations compete with numerous
large and small companies, each of which is able to provide one or more of the
environmental services offered by Avalon and some of which have greater
financial resources.  Avalon attempts to develop relationships with clients who
have an ongoing need for its integrated technical environmental services.  The
availability of skilled technical personnel, the quality of performance and
service, and fees are the key competitive factors in developing such
relationships.

  The hazardous and nonhazardous waste disposal brokerage and management
business is highly competitive and fragmented.  Avalon's waste disposal
brokerage and management business competes with other brokerage companies as
well as with companies which own treatment and disposal facilities.  In addition
to price,

                                       4
<PAGE>

knowledge and service are the key factors when competing for waste disposal
brokerage and management business.

  The Company's waste disposal brokerage and management operations obtain and
retain customers by providing service and identifying cost-efficient disposal
options unique to a customer's needs.  Continued consolidation within the solid
waste industry has resulted in reducing the number of disposal options available
to waste generators and has caused disposal pricing to increase.  The Company
does not believe that pricing changes alone will have a material effect upon its
waste disposal brokerage and management operations.  However, consolidation will
have the effect of reducing the number of competitors offering disposal
alternatives to the Company, which may adversely impact the future financial
performance of the waste disposal brokerage and management operations.

Insurance

  Avalon carries $21,000,000 of comprehensive general liability insurance
coverage for Avalon and its subsidiaries (other than with respect to ALGI, which
has separate insurance).  This policy includes coverage for automobile liability
(including a pollution liability endorsement which covers certain liabilities
from spills), comprehensive property damage and other customary coverage.  Dart
self-insures collision risks.  The Earth Sciences Companies also maintain
professional and contractors pollution liability coverage.  No assurance can be
given that such insurance will be available in the future or, if available, that
the premiums for such insurance will be reasonable.

  If Avalon were to incur a substantial liability for damages not covered by
insurance or in excess of its policy limits or at a time when Avalon no longer
is able to obtain appropriate liability insurance, its financial condition could
be materially, adversely affected.

  Avalon has entered into contracts with governmental authorities for a variety
of environmental services.  Typically, such contracts require surety bonds or
other financial instruments to assure performance under the terms thereof.
Avalon has obtained in the past, and expects to be able to obtain in the future,
such bonds or other financial instruments.

Employees

  As of December 31, 1999, Avalon had 470 employees, 189 of whom were employed
in transportation operations, 186 of whom were employed in technical
environmental services, 19 of whom were employed by the waste disposal brokerage
and management operations, 45 of whom were employed by the golf course or
related operations and 31 of whom were employed in financial and administrative
activities. Avalon believes that it has a good relationship with its employees.

Other Business Factors

  None of Avalon's business segments is materially dependent on patents,
trademarks, licenses, franchises or concessions, other than permits, licenses
and approvals issued by regulatory agencies.  Avalon does not sponsor
significant research and development activities.

ITEM 2.  PROPERTIES

  Dart provides transportation services from locations in Canfield, Ohio (where
Dart owns an 18,800 square foot facility); Oxford, Massachusetts (where Dart
leases a 5,760 square foot terminal); Kenova, West Virginia (where Dart leases a
1,500 square foot terminal); Perrysburg, Ohio (where Dart leases a 700 square
foot terminal);  Chicago, Illinois (where Dart rents a 500 square foot
terminal); Bedford, New Hampshire (where Dart rents a 300 square foot terminal;
and Paulsboro, New Jersey (where Dart rents a 1,000 square foot terminal).  At
December 31, 1999, the transportation operations owned a fleet of 27 power units
(in addition to 68 power units which are leased and 33 which are rented), 309
trailers (in addition to 113 trailers which are leased and 30 which are rented),
and 657 roll-off and other containers.  In addition, 90 to 110 power units and
130 to 150 trailers owned by independent owner/operators are available for use
in Dart's operations.

                                       5
<PAGE>

  The Earth Sciences Companies own their main offices and laboratory facilities
located in a 48,000 square foot building in Export, Pennsylvania and lease
office space of approximately 4,000 square feet in Akron, Ohio.  In addition,
13,000 square feet is leased for field equipment and vehicle storage and
dispatch in Murrysville, Pennsylvania.  The Earth Sciences Companies also own
numerous pieces of laboratory, field, computer and other equipment.

  The captive landfill management operations use approximately six pieces of
equipment (such as a bulldozer, excavator and backhoe) all of which are owned by
ALMI.

  Avalon owns a 26,000 square foot headquarters building located on
approximately 5.6 acres of property in Warren, Ohio.  Adjacent to such property
is an 18-hole  public golf course owned and operated by ALGI, including a
maintenance and storage building of approximately 12,000 square feet, a pro shop
and restaurant building of approximately 10,400 square feet, and a banquet
facility of approximately 7,000 square feet.

  The corporate and administrative offices of Dart, ALMI, and American Waste
Management Services, Inc. are each located at the headquarters building of
Avalon in Warren, Ohio.

  Generally, Avalon's fixed assets are in good condition and are satisfactory
for the purposes for which they are intended.

ITEM 3.  LEGAL PROCEEDINGS

  In September 1995, certain subsidiaries of the Company were informed that they
had been identified as potentially responsible parties by the Indiana Department
of Environmental Management with respect to a Fulton County, Indiana, hazardous
waste disposal facility which is subject to remedial action under Indiana
Environmental Laws.  Such identification was based upon the subsidiaries having
been involved in the transportation of hazardous substances to the facility.  A
large number of waste generators and other waste transportation and disposal
companies have also been identified as responsible or potentially responsible
parties with respect to this facility.  During 1999, the Company became a party
to an Agreed Order and a Participation Agreement regarding the remediation of a
portion of the site.  The Participation Agreement provides for, among other
things, the allocation of all site remediation costs except for approximately $3
million.  The Company's total liability for the allocated costs was
approximately $73,000 of which the Company paid $54,000 in the fourth quarter of
1999.  The remaining $19,000 is included in the 1999 Consolidated Balance Sheet
under the caption "Other current liabilities and accrued expenses".  The
additional unallocated site remediation costs are currently estimated to be
approximately $3 million.  The extent of any ultimate liability of any of the
Company's subsidiaries with respect to these additional costs is unknown;
however, the Company's allocable share of these site costs is currently
anticipated to be 4%.  As a result, the Company's total accrued liability
relating to the remediation of this site on an undiscounted basis is $139,000,
$120,000 of which is included in the 1999 Consolidated Balance Sheet under the
caption "Other noncurrent liabilities".  The Company's ultimate liability is
expected to be determined during the year 2000.

  In addition to the foregoing, in the ordinary course of conducting its
business, Avalon also becomes involved in lawsuits, administrative proceedings
and governmental investigations, including those relating to environmental
matters.  Some of these proceedings may result in fines, penalties or judgments
being assessed against Avalon which, from time to time, may have an impact on
its business and financial condition.  Although the outcome of such lawsuits or
other proceedings cannot be predicted with certainty, the Company does not
believe that any uninsured ultimate liabilities, fines or penalties resulting
from such pending proceedings, individually or in the aggregate, would have a
material adverse effect on it.  See Item 1.  "Business--Insurance."

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

  No matters were submitted to a vote of the Company's security holders during
the fourth quarter of 1999.

                                       6
<PAGE>

                                    PART II

  Information with respect to the following items can be found on the indicated
pages of  Exhibit 13.1, the 1999 Annual Report to Shareholders if not otherwise
included herein.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

<TABLE>
<CAPTION>
                                                                       Page(s)
                                                                       ------
<S>                                                                    <C>
Common stock information.............................................    27
Dividend policy......................................................    27


ITEM 6.  SELECTED FINANCIAL DATA

The information required by this item is included in the Digest
 of Financial Data for the years 1995 through 1999 under the
 captions Net operating revenues, Net income (loss), Net income
 and pro forma net (loss) per share, Total assets and
 Long-term debt......................................................    24

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

Management's Discussion and Analysis of Financial Condition and
 Results of Operations...............................................    2-8


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK

The information set forth under the subcaption "Market Risk"
 contained in Item 7, "Management's Discussion and Analysis of
 Financial Condition and Results of Operations"  is incorporated
 herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Independent auditor's report regarding financial statements
 as of December 31, 1999 and for the year ended December 31, 1999....     22

Independent auditor's report regarding financial statements as
 of December 31, 1998 and for each of the years in the two-year
 period ended December 31, 1998......................................     23

Financial Statements:

 Consolidated Balance Sheets, December 31, 1999 and 1998.............      9

 Consolidated Statements of Operations for the years ended December
  31, 1999, 1998 and 1997............................................     10

 Consolidated Statements of Cash Flows for the years ended December 31,
  1999, 1998 and 1997................................................     11

 Consolidated Statements of Shareholders' Equity for each of the years
  in the three-year period ended December 31, 1999...................     12

 Notes to Consolidated Financial Statements..........................  13-22

</TABLE>

  Information regarding financial statement schedules is contained in Item 14(a)
of Part IV of this report.

                                       7
<PAGE>

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

(a)  Previous independent accountants

     (i) On August 11, 1999, Avalon Holdings Corporation advised KPMG LLP that
         they were being dismissed from further serving as the Registrant's
         independent accountants for 1999.

    (ii) The reports of KPMG LLP on the financial statements for each of the
         past two years contained no adverse opinion or disclaimer of opinion
         and were not qualified or modified as to uncertainty, audit scope or
         accounting principles.

   (iii) The decision to dismiss KPMG LLP was approved by the Audit Committee of
         the Board of Directors of the Registrant.

    (iv) In connection with its audits for the two most recent years and the
         subsequent period through August 11, 1999 there have been no
         disagreements with KPMG LLP on any matter of accounting principles or
         practices, financial statement disclosure, or auditing scope or
         procedure which disagreements if not resolved to the satisfaction of
         KPMG LLP would have caused them to make reference thereto in their
         report on the financial statements for such years or subsequent period.

     (v) During the two most recent years and the subsequent period through
         August 11, 1999, there have been no reportable events as defined in
         Regulation S-K Item 304(a)(1)(v) with KPMG LLP.

    (vi) The Registrant provided KPMG LLP with a copy of the Form 8-K filed
         August 16, 1999 and requested KPMG LLP furnish it with a letter
         addressed to the Securities and Exchange Commission stating whether or
         not it agrees with the above statements.  A copy of such letter dated
         August 16, 1999, was filed as an exhibit to the Form 8-K.

(b)  New independent accountants

    (i) The registrant has engaged Grant Thornton LLP as its new independent
        accountants as of August 11, 1999. During the two most recent years and
        the subsequent period through August 11, 1999, the Registrant has not
        consulted with Grant Thornton LLP on items regarding (1) the application
        of accounting principles to a specified transaction, either completed or
        proposed; or the type of audit opinion that might be rendered on the
        Registrant's financial statements, and neither a written report was
        provided to the Registrant or oral advice was provided that Grant
        Thornton LLP concluded was an important factor considered by the
        Registrant in reaching a decision as to the accounting, auditing or
        financial reporting issue, or (2) the subject matter of a disagreement
        or reportable event with the former auditor, (as described in Regulation
        S-K Item 304(a)(2).

                                       8
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The information required by Item 10 regarding Directors is contained under the
caption "Election of Directors" in the Registrant's definitive Proxy Statement
for its 2000 Annual Meeting of Shareholders (the "Proxy Statement") which will
be filed with the Securities and Exchange Commission, pursuant to Regulation
14A, not later  than 120 days after the end of the fiscal year, which
information under such caption is incorporated herein by reference.  The
following information with respect to the Executive Officers of the Company is
included pursuant to Instruction 3 of Item 401(b) of Regulation S-K:

<TABLE>
<CAPTION>
Name                     Age                       Position
----                     ---                       --------
<S>                      <C>  <C>
Ronald E. Klingle         52  Chairman of the Board, Chief Executive Officer and a Director
Timothy C. Coxson         49  Treasurer and Chief Financial Officer
Jeffrey M. Grinstein      39  General Counsel and Secretary
Frances R. Klingle        53  Chief Administrative Officer and Controller
Steve G. Kilper           40  Chief Executive Officer of the Earth Science Companies and American
                              Landfill Management, Inc.
Kenneth J. McMahon        45  Chief Executive Officer and President of American Waste Management
                              Services, Inc.
</TABLE>

  The above-listed individuals have been elected to the offices set opposite
their names to hold office at the discretion of the Board of Directors of the
Company or its subsidiaries, as the case may be.

  Ronald E. Klingle has been a director, Chairman of the Board and Chief
Executive Officer since June 1998.  He had been Chairman, Chief Executive
Officer and a director of American Waste Services, Inc. since December 1988.
Mr. Klingle has approximately 29 years of environmental experience and received
his Bachelor of Engineering degree in Chemical Engineering from Youngstown State
University.  Mr. Klingle is the spouse of Frances R. Klingle who is the Chief
Administrative Officer and Controller of the Company.

  Timothy C. Coxson has been Treasurer and Chief Financial Officer since June
1998.  He had been Executive Vice President, Finance, Treasurer and Chief
Financial Officer and a director of American Waste Services, Inc. since May
1995.  Mr. Coxson was Vice President, Corporate Financial Services of American
Waste Services, Inc. from March 1991 to May 1995.  He received a Bachelor of
Business Administration degree in Accounting from The Ohio State University.

  Jeffrey M. Grinstein has been General Counsel and Secretary since June 1998.
He had been an Executive Vice President, General Counsel and Secretary of
American Waste Services, Inc. since December 1992.  Mr. Grinstein was previously
with the Youngstown, Ohio law firm of Nadler, Nadler & Burdman Co. L.P.A.  He
received his Bachelor of Business Administration degree from Emory University
and his Doctor of Jurisprudence degree from The Ohio State University.

  Frances R. Klingle has been Chief Administrative Officer and Controller since
June 1998.  She had been Controller of American Waste Services, Inc. since June
1986.  Ms. Klingle received a Bachelor of Arts degree in French from Kent State
University and has completed postgraduate work in accounting at Youngstown State
University.  Ms. Klingle is the spouse of Ronald E. Klingle who is Chairman of
the Board, Chief Executive Officer and a director of the Company.

  Stephen G. Kilper has been director of the Company since October 1999.  He has
been Chief Executive Officer of the Company's technical environmental services
operations since June 1998.  Mr. Kilper was Executive Vice President, Disposal
Services, and a director of American Waste Services, Inc. and Chief Executor
Officer of its wholly owned disposal subsidiaries from October 1995 to June
1998.  Mr. Kilper received his degree in Agricultural Engineering from the
University of Wisconsin - Madison.

                                       9
<PAGE>

  Kenneth J. McMahon has been Chief Executive Officer and President of American
Waste Management Services, Inc. since June 1998.  Mr. McMahon had previously
been Executive Vice President, Sales and a director of AWS since September 1996.
Mr. McMahon received a Bachelor of Business Administration degree in finance and
his Master of Business Administration degree from Youngstown State University.

ITEM 11.  EXECUTIVE COMPENSATION

  The information required by Item 11 is contained under the captions "Meetings
and Committees of the Board" and "Compensation of Directors and Executive
Officers" in the Proxy Statement.  The information under such captions is
incorporated herein by reference, except that information contained under
subpart captions "Board Committee Reports on Executive Compensation" and
"Performance Graph" are specifically not incorporated herein.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

  The information required by Item 12 is contained under the captions "Voting
Securities and Principal Holders Thereof" and "Stock Ownership of Management" in
the Proxy Statement which information under such captions is incorporated herein
by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Legal Services

  Stephen L. Gordon, a director of the Company, is a partner in the law firm of
Beveridge & Diamond, P.C., which has rendered legal services to the Company
during the last fiscal year.

                                       10
<PAGE>

                                    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 Independent Auditors' Reports (See Part II,
         Item 8 of this report regarding incorporation by reference from the
         Annual Report to Shareholders)

     2.  Financial Statement Schedules required to be filed by Item 8 and
         Paragraph (d) of this Item 14.

  The following financial statement schedule, which is applicable for years
ended December 31, 1999, 1998 and 1997, should be read in conjunction with the
previously referenced financial statements.

         Independent Auditors' Reports on Financial Statement Schedule
         Schedule II - Valuation and Qualifying Accounts

  Such independent auditors' reports and financial statement schedule are at
pages 13 through 15 of this report.  The other schedules are omitted because of
the absence of conditions under which they are required or because the
information required is shown in the consolidated financial statements or the
notes thereto.

     3.  Exhibits

  Registrant will furnish to any shareholder, upon written request, any of the
following exhibits upon payment by such shareholder of the Registrant's
reasonable expenses in furnishing any such exhibit.

<TABLE>
<CAPTION>

Exhibit No.
-----------
<C>          <S>
   2.1       Agreement and Plan of Merger, dated as of February 6, 1998, entered into by and among USA Waste Services, Inc. ("USA"),

             C&S Ohio Corp. and American Waste Services, Inc. ("AWS"), incorporated herein by reference to Avalon Holdings
             Corporation Registration Statement on Form 10, Exhibit 2.1

   2.2       Form of Contribution and Distribution Agreement, dated as of May 7, 1998, by and between AWS and Avalon Holdings
             Corporation ("Avalon"), incorporated herein by reference to Avalon Holdings Corporation Registration Statement on Form
             10, Exhibit 2.2

   3.1       Articles of Incorporation of Avalon incorporated herein by reference to Avalon Holdings Corporation Registration
             Statement on Form 10, Exhibit 3.1

   3.2       Code of Regulations of Avalon incorporated herein by reference to Avalon Holdings Corporation Registration Statement on

             Form 10, Exhibit 3.2

   4.1       Form of certificate evidencing shares of Class A common stock, par value $.01, of Avalon Holdings Corporation
             incorporated herein by reference to Avalon Holdings Corporation Registration Statement on Form 10, Exhibit 4.1

  10.1       Form of Tax Allocation Agreement, dated as of May 7, 1998, by and among AWS, Avalon and USA incorporated herein by
             reference to Avalon Holdings Corporation Registration Statement on Form 10, Exhibit 10.1

  10.2       Avalon Holdings Corporation Long-Term Incentive Plan incorporated herein by reference to Avalon Holdings Corporation
             Registration Statement on Form 10, Exhibit 10.2

  11.1       Omitted--inapplicable.  See "Basic net income per share and pro forma net (loss) per share" on page 15 of the 1999
             Annual Report to Shareholders

  13.1       Avalon Holdings Corporation 1999 Annual Report to Shareholders (except pages and information therein expressly
             incorporated by reference in this Form 10-K, the Annual Report to Shareholders is provided for the information of the
             Commission and is not be deemed "filed" as part of the Form 10-K)

  21.1       Subsidiaries of Avalon


</TABLE>

                                       11
<PAGE>

27.1         Financial Data Schedules


(b)  Reports on Form 8-K

       No such reports were filed by the Company during the fourth quarter of
       1999.



                                       12
<PAGE>

                                   SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, on the 22nd day of March,
2000.

                                  AVALON HOLDINGS CORPORATION
                                  (Registrant)

                                  By /s/ TIMOTHY C. COXSON
                                  ------------------------
                                  Timothy C. Coxson - Treasurer and
                                  Chief Financial 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
Registrant and in the capacities indicated, on the 22nd day of March, 2000.




      Signatures                                     Title
      ----------                                     -----

/s/ RONALD E. KLINGLE
---------------------                    Chairman of the Board, Chief
Ronald E. Klingle                        Executive Officer and Director


/s/ STEPHEN G. KILPER                    Director
---------------------
Stephen G. Kilper


/s/ SANFORD B. FERGUSON                  Director
-----------------------
Sanford B. Ferguson


/s/ ROBERT M. ARNONI                     Director
--------------------
Robert M. Arnoni


/s/ STEPHEN L. GORDON                    Director
---------------------
Stephen L. Gordon

                                       13
<PAGE>

                          Independent Auditors' Report
                          ----------------------------



The Shareholders and Board of Directors
of Avalon Holdings Corporation:

Under date of March 3, 2000, we reported on the consolidated balance sheet of
Avalon Holdings Corporation and subsidiaries as of December 31, 1999 , and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the year then ended, as contained in the 1999 Annual Report to
Shareholders.  These consolidated financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K for the year
1999.  In connection with our audit of the aforementioned consolidated financial
statements, we also have audited the 1999 information included in the related
financial statement schedule as listed in the accompanying index.  The 1999
information included in the financial statement schedule is the responsibility
of the Company's management.  Our responsibility is to express an opinion on the
1999 information included in the financial statement schedule based on our
audit.

In our opinion, the 1999 information included in the 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.



Grant Thornton LLP

Cleveland, Ohio
March 3, 2000

                                       14
<PAGE>

                          Independent Auditors' Report
                          ----------------------------



The Shareholders and Board of Directors
of Avalon Holdings Corporation:

Under date of March 10, 1999, we reported on the consolidated balance sheet of
Avalon Holdings Corporation and subsidiaries (formerly the Avalon Business of
American Waste Services, Inc.) as of December 31, 1998 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in  the two-year period ended December 31, 1998, as contained
in the 1999 Annual Report to Shareholders.  These consolidated financial
statements and our report thereon are incorporated by reference in the annual
report on Form 10-K for the year 1999.  In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related financial statement schedule as listed in the accompanying index.  The
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on the 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 LLP

Cleveland, Ohio
March 10, 1999

                                       15
<PAGE>

                  AVALON HOLDINGS CORPORATION AND SUBSIDIARIES
        (FORMERLY THE AVALON BUSINESS OF AMERICAN WASTE SERVICES, INC.)
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (thousands of dollars)






<TABLE>
<CAPTION>
                                                                          Additions
             DESCRIPTION                  Balance at       ---------------------------------------
                                         Beginning of      Charged to Costs      Charged to Other    Deductions   Balance at End of
                                             Year            and Expenses            Accounts            (1)             Year
-----------------------------------------------------------------------------------------------------------------------------------
 <S>                                    <C>                <C>                   <C>                  <C>          <C>

Allowance for Doubtful Accounts:

Year ended December 31,

  1999...............................       $740                  $231                $--                $181             $790
                                            ====                  ====                ====               ====             ====
  1998...............................       $544                  $326                $--                $130             $740
                                            ====                  ====                ====              ====              ====
  1997...............................       $453                  $808                $--               $717              $544
                                            ====                  ====                ====              ====              ====
</TABLE>




(1)  Receivables written-off as uncollectible, net of recoveries.

                                       16