EXHIBIT 10.31

                                                      Employee's name: John King
                                                      Date: August 18, 1998


                                    Amendment
                                       To
                              Employment Agreement

This Amendment ("Amendment"),  dated as of the date set forth above, supplements
and amends the Employment Agreement, dated January 1, 1997 ("Agreement"), by and
among Superior  Services,  Inc., a Wisconsin  corporation  ("Company"),  and the
named executive set forth above ("Employee").  All defined terms used herein and
not defined shall have the same meaning as in the Agreement.

Whereas,  pursuant to Section 8 of the Agreement,  the Executive and the Company
desire to supplement and amend the Agreement as  specifically  set forth in this
amendment.

Now,  Therefore,  in  consideration of the foregoing and of the mutual covenants
and  agreements  herein set forth,  and for other  valuable  consideration,  the
parties hereto covenant and agree as follows:

       1. Section 2 of the  Agreement is hereby  amended and restated to read in
its entirely as follows:

           2.  TERM  Subject  only  to  the  provisions  of  Section  4 of  this
Agreement,  the term of the Employee's  employment under this Agreement shall be
for a term of two (2) years.  The term of this Agreement shall be  automatically
extended for one  additional  year on each  anniversary  date of this  Agreement
unless, at least one (1) year prior to such anniversary date, either Employee or
the Company shall have given  written  notice to the other that it does not wish
to  extend  the Term.  References  herein  to the Term  shall  refer to both the
initial Term and any such extended Term.

       2. Section 4 of the  Agreement is hereby  amended and restated to read in
its entirety as follow:

           4. TERMINATION

               4.1 Termination by the Company Defined

                   (a) Termination Without Cause.  Subject to the provisions set
forth in Paragraph 4.3 below,  "Termination  Without Cause" shall constitute any
termination  by the Company  other than  termination  for "Cause" (as defined in
Paragraph 4.1(b) below).

                   (b)  Termination  for Cause.  Subject to the  provisions  set
forth in Paragraph 4.3 below,  during the Term, the Company shall have the right
to terminate this Agreement for "Cause." For purposes of this Agreement, "Cause"
shall mean (i) the willful and continued  failure of Employee  substantially  to
perform his or her duties (other than as a result of physical or mental illness)
or (ii) upon a determination  that the Employee (A) has engaged in willful fraud
or defalcation  involving funds or other assets of the Company,  or (B) has been
convicted  of, or has pleaded  nolo  contendere  to, a felony or any other crime
involving moral turpitude.

                   (c) Termination by Reason of Death or Disability.  Subject to
the provisions set forth in Paragraph 4.3 below, during the Term, this Agreement
shall  terminate  by reason of  Employee's  death or Permanent  Disability.  For
purposes  of  this  Agreement,   "Permanent  Disability"  shall  have  the  same
definition  as  contained in the group  long-term  disability  insurance  policy
maintained by the Company.

               4.2 Termination by Employee Defined

                   (a) Termination Other Than For Good Reason following a Change
in Control. Subject to the provisions set forth in Paragraph 4.3 below, Employee
shall have the right to terminate  this  Agreement for any reason other than for
Good  Reason (as  defined in


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<PAGE>

Paragraph 4.2 (b) below),  upon written notice  delivered to the Company 30 days
prior to the effective date of termination  specified in such notice (which date
shall be the applicable Early Termination Date).

                   (b) Good Reason  Following  a Change in Control.  Following a
Change in Control,  "Good Reason" shall mean, without Employee's express written
consent,  a material  breach of this  Agreement  by the Company,  including  the
occurrence  of any of the  following  circumstances,  which  breach is not fully
corrected  within 30 days after written notice thereof  specifying the nature of
such breach has been delivered to the Company:

                              (i)  the  assignment  to  Employee  of any  duties
               inconsistent  with the position in the Company that Employee held
               immediately  prior  to  the  Change  in  Control,  or an  adverse
               alteration in the nature or status of Employee's responsibilities
               from those in effect immediately prior to such change;

                              (ii) a  substantial  change  in the  nature of the
               business operations of the Company;

                              (iii) a  reduction  by the  Company in  employee's
               Base Salary as in effect on the date hereof or as the same may be
               increased from time to time;

                              (iv) the  relocation  of the  Company's  principal
               executive  offices  to a  location  more  than 25 miles  from the
               Company's  headquarters  location immediately prior to the Change
               in  Control,  or the  Company's  requiring  Employee  to be based
               anywhere other than the Company's  principal  executive  offices,
               except for required travel on the Company's business to an extent
               substantially   consistent   with   Employee's   business  travel
               obligations immediately prior to the Change in Control;

                              (v) the failure by the Company to pay Employee any
               portion of his current compensation;

                              (vi) the  failure by the  Company to  continue  in
               effect  any  compensation  plan in  which  Employee  participates
               immediately  prior to the Change in Control  which is material to
               Employee's total  compensation,  unless an equitable  arrangement
               (embodied in an ongoing  substitute or alternative plan) has been
               made with respect to such plan,  or the failure by the Company to
               continue  the  Employee's   participation  therein  (or  in  such
               substitute or alternative  plan) on a basis not  materially  less
               favorable,  both in terms of the amount of benefits  provided and
               the level of  participation  relative to other  participants,  as
               existed at the time of the Change in Control;

                              (vii) the  failure by the  Company to  continue to
               provide  Employee  with benefits  substantially  similar to those
               under any of the  Company's  medical,  health  and  accident,  or
               disability plans in which Employee was  participating at the time
               of the Change in Control, the taking of any action by the Company
               which would directly or indirectly  materially reduce any of such
               benefits  or deprive  Employee  of any  material  fringe  benefit
               enjoyed  by him or her at the time of the Change in  Control,  or
               the failure by the Company to provide Employee with the number of
               paid vacation days to which he or she is entitled on the basis of
               years of service with the Company in  accordance  with  Company's
               normal  vacation  policy in  effect at the time of the  Change in
               Control or pursuant to Employee's existing employment  agreement,
               if any; or

                              (viii)  the  failure  of the  Company  to obtain a
               satisfactory  agreement from any successor to assume and agree to
               perform this Agreement.

       Notwithstanding   the  above,  during  the  one-year  period  immediately
following  the  occurrence  of a Change in  Control,  "Good  Reason"  shall mean
termination  of  employment  by the  Employee for any reason other than death or
Permanent Disability.

       Employee's right to terminate Employee's employment for Good Reason shall
not be  affected by  Employee's  incapacity  due to physical or mental  illness.
Employee's  continued employment shall not 

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<PAGE>

constitute  consent to, or a waiver of rights with respect to, any  circumstance
constituting Good Reason hereunder.

               4.3 Effect of  Termination.  In the event that this  Agreement is
terminated  by the Company or Employee  during the Term in  accordance  with the
provisions  of this  Paragraph  4, the  obligations  and covenant of the parties
under this  Paragraph 4 shall be of no further force and effect,  except for (i)
the  obligations  of the parties set forth below in this Paragraph 4.3, and (ii)
the provisions of Paragraph 5 below. Except as otherwise specifically set forth,
all amounts due upon termination shall be payable on the date such amounts would
otherwise have been paid had this Agreement continued through the Term.

       In the  event  of any  such  early  termination  in  accordance  with the
provisions of this Paragraph 4.3, employee shall be entitled to the following:

                   (a) Termination by the Company

                              (i)  Termination  Without Cause. In the event that
               the Company  terminates this Agreement  without Cause pursuant to
               paragraph 4.1(a) above,  Employee shall be entitled to (i) Earned
               Base Salary (as  defined  below)  through  the Early  Termination
               Date; (ii) earned benefits and reimbursable  expenses through the
               Early Termination Date; (iii) any earned bonus which Employee has
               been awarded pursuant to the terms of this Agreement or any other
               plan or arrangement as of the Early  Termination  Date, but which
               has not been  received by Employee as of such date;  and (iv) the
               Severance Payment (as defined in Paragraph 4.4 below).

                              (ii)  Termination For Cause. In the event that the
               Company terminates this Agreement for Cause pursuant to paragraph
               4.1(b)  above,  Employee  shall be  entitled  to (i) Earned  Base
               Salary through the Early  Termination Date; (ii) any earned bonus
               which  Employee  has been  awarded  pursuant to the terms of this
               Agreement  or any  other  plan  or  arrangement  as of the  Early
               Termination  Date, but which has not been received by Employee as
               of such date; and (iii) earned benefits and reimbursable expenses
               through  the  Early  Termination  Date.  Employee  shall  not  be
               entitled to any future annual bonus or Severance Payment.

                              (iii)   Termination  Due  to  Death  or  Permanent
               Disability.   In  the  event  that  the  Company  terminates  the
               Agreement by reason of employee's  death or Permanent  Disability
               pursuant to Paragraph 4.1(c) above, Employee shall be entitled to
               (i) Earned Base Salary through the Early  Termination  Date; (ii)
               earned  benefits  and  reimbursable  expenses  through  the Early
               Termination  Date;  and (iii) any earned bonus which Employee has
               been awarded pursuant to the terms of this Agreement or any other
               plan or arrangement as of the Early  Termination  Date, but which
               has not been received by Employee as of such date.

                                      (b) Termination by Employee

                              (i) Termination Other Than For Good Reason. In the
               event that Employee terminates this Agreement other than for Good
               Reason,  employee  shall be  entitled  to (i) Earned  Base Salary
               through the Early  Termination  Date; (ii) any earned bonus which
               Employee has been awarded pursuant to the terms of this Agreement
               or any other  plan or  arrangement  as of the  Early  Termination
               Date,  but which has not been  received  by  Employee  as of such
               date; and (iii) earned benefits and reimbursable expenses through
               the Early Termination Date. Employee shall not be entitled to any
               future annual bonus or Severance payment.

                              (ii)  Termination  For Good  Reason.  In the event
               that Employee  terminates the Agreement for Good Reason  employee
               shall be entitled  to (i) Earned  Base  Salary  through the Early
               Termination Date; (ii) earned benefits and reimbursable  expenses
               through the Early  Termination Date; (iii) any earned bonus which
               Employee has been awarded pursuant to the terms of this Agreement
               or any other  plan or  arrangement  as of the  Early  Termination
               Date,  but which has not been  received  by  Employee  as of such
               date; and (iv) the Severance Payment.

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<PAGE>

       The term "Earned Base Salary" shall mean all semimonthly  installments of
the Base Salary which have become due and payable to Employee, together with any
partial  monthly  installment  prorated on a daily basis up to and including the
applicable Early Termination Date.

               4.4 Severance Payment

                   (a)  Definition  of Severance  Payment.  For purposes of this
Agreement, the term "Severance Payment" shall mean an amount equal to the sum of
the Base Salary  otherwise  payable to Employee during the remainder of the Term
had such early termination of the Agreement not occurred  ("Severance  Period");
provided,  however,  that in the event that,  following a Change in Control, the
Company  terminates  this Agreement  without Cause pursuant to Paragraph  4.1(a)
above or  Employee  terminates  this  Agreement  for  Good  Reason  pursuant  to
Paragraph 4.2(b) above, the term "Severance  Payment" shall mean an amount equal
to two (2) times Employee's Base Salary then in effect.

                   (b) Payment of Severance Payment.  In the event that Employee
is entitled to any  Severance  Payment  pursuant to  Paragraph  4.3 above,  that
portion of such Severance  Payment that  represents Base Salary shall be payable
in  monthly  installments,  and that  portion  of such  Severance  Payment  that
represents the earned bonus,  if any, shall be Payable on the dates such amounts
would have been paid had Employee continued in the Company's  employment for the
Severance  Period;  provided,  however,  that  in  the  event  of a  Termination
Following  a Change in  Control  (as  defined in  Paragraph  4.4(e)  below,  the
Severance  Payment shall be payable in a lump sum within ten days following such
termination.

                   (c)  Full  Settlement  of All  Obligations.  Employee  hereby
acknowledges  and agrees that any Severance  Payment paid to Employee  hereunder
shall be deemed to be in full and complete  settlement of all obligations of the
Company under this Agreement.

                   (d)  Change  in  Control.  For  purposes  of this  Agreement,
"Termination  Following  a  Change  in  Control"  shall  mean a  termination  of
Employee's  employment  with the  Company  following  a "Change in  Control"  by
Employee  for Good Reason or by the Company  other than for Cause.  A "Change in
Control"  shall be deemed to have occurred if, at any time after the date hereof
during the Term:

                              (i) Any  Person,  as such term is used in  section
               3(a)(9) of the  Securities  Exchange  Act of 1934 as amended from
               time to time  (the  "Exchange  Act"),  as  modified  and  used in
               sections  13(d) and 14(d) thereof  (other than (A) the Company or
               any of its subsidiaries, (B) a trustee or other fiduciary holding
               securities  under an employee  benefit plan of the Company or any
               of  its  affiliates,   (C)  an  underwriter  temporarily  holding
               securities  pursuant  to an offering  of such  securities,  (D) a
               corporation owned, directly or indirectly, by the stockholders of
               the  Company  in  substantially  the  same  proportions  as their
               ownership  of stock of the  Company,  or (E) a person or group as
               used in Rule 13d-1(b)  under the Exchange Act, that is or becomes
               the Beneficial Owner, as such term is defined in Rule 13d-3 under
               the Exchange Act,  directly or  indirectly,  of securities of the
               Company and is entitled to file on Schedule 13G or any  successor
               form with respect to such securities becomes the Beneficial Owner
               of  securities  of the Company (not  including in the  securities
               beneficially  owned  by  such  Person  any  securities   acquired
               directly  from  the  Company  or its  affiliates  other  than  in
               connection  with the acquisition by the Company or its affiliates
               of a business)  representing  25% or more of the combined  voting
               power of the Company's then outstanding securities; or

                              (ii)  The  following  individuals  cease  for  any
               reason to  constitute a majority of the number of directors  then
               serving:  individuals  who, as of  immediately  after  August 18,
               1998,  constitute  the Board and any new  director  (other than a
               director whose initial assumption of office is in connection with
               an actual  or  threatened  election  contest,  including  but not
               limited to a consent  solicitation,  relating to the  election of
               directors of the Company)  whose  appointment  or election by the
               Board or nomination  for election by the  Company's  stockholders
               was approved or recommended  by a vote of at least  two-thirds of
               the directors  then still in office who either were  directors as
               of  immediately  after  August  18,  1998 or  whose  appointment,
               election or nomination for election was previously so approved or
               recommended; or

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<PAGE>

                              (iii)   There   is   consummated   a   merger   or
               consolidation  of the Company with any other  corporation,  other
               than (A) a merger  or  consolidation  which  would  result in the
               voting securities of the Company outstanding immediately prior to
               such merger or consolidation  continuing to represent  (either by
               remaining   outstanding   or  by  being   converted  into  voting
               securities of the  surviving  entity or any parent  thereof),  in
               combination  with the ownership of any trustee or other fiduciary
               holding  securities under an employee benefit plan of the Company
               or any  subsidiary  of the Company,  at least 51% of the combined
               voting power of the  securities of the Company or such  surviving
               entity or any parent thereof  outstanding  immediately after such
               merger  or  consolidation,  or  (B)  a  merger  or  consolidation
               effected  to  implement  a  recapitalization  of the  Company (or
               similar  transaction)  in  which  no  Person  is or  becomes  the
               Beneficial Owner, directly or indirectly,  of securities acquired
               directly  from  the  Company  or its  affiliates  other  than  in
               connection  with the acquisition by the Company or its affiliates
               of a business)  representing  25% or more of the combined  voting
               power of the Company's then outstanding securities; or

                              (iv) The  stockholders  of the  Company  approve a
               plan of complete  liquidation  or  dissolution  of the Company or
               there is  consummated an agreement for the sale or disposition by
               the Company of all or substantially  all of the Company's assets,
               other  than a  sale  or  disposition  by  the  Company  of all or
               substantially  all of the Company's assets to an entity, at least
               51% of the  combined  voting  power of the voting  securities  of
               which are owned by stockholders  of the Company in  substantially
               the  same   proportions   as  their   ownership  of  the  Company
               immediately prior to such sale."

       3. Except as specifically set forth above, all other terms and conditions
of the  Agreement  shall  continue in full force and effect,  unaffected by this
Amendment.  This  Amendment  shall be effective  for all purposes as of the date
first written above.

       In Witness  Whereof,  the  Employee  and the Company have set their hands
hereto as of the date above.


                                                              
Employee:                               Superior Services, Inc.                 
                                                                                
__________________________________      By:________________________________     
John King                                  G.W. "Bill" Dietrich                 
                                           President and Chief Executive Officer
                                                                                

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                                                      Employee's name: John King
                                                      Date:  November 24, 1998


                                 Amendment No. 2
                                       To
                              Employment Agreement


This Amendment ("Amendment"),  dated as of the date set forth above, supplements
and  amends  the  Employment  Agreement,   dated  January  1,  1997  as  amended
("Agreement"),  by and among Superior  Services,  Inc., a Wisconsin  corporation
("Company"), and the named key management employee set forth above ("Employee").
All defined  terms used herein and not defined shall have the same meaning as in
the Agreement.

Whereas,  pursuant to Section 8 of the  Agreement,  the Employee and the Company
desire to supplement and amend the Agreement as  specifically  set forth in this
amendment.

Now,  Therefore,  in  consideration of the foregoing and of the mutual covenants
and  agreements  herein set forth,  and for other  valuable  consideration,  the
parties hereto covenant and agree as follows:

       1.  Section 4.4 (a) of the  Agreement  is amended and restated to read as
follows:

                   "(a) Definition of Severance  Payment...  provided,  however,
that in the event that,  following a Change in Control,  the Company  terminates
this  Agreement  without  Cause  pursuant to Paragraph  4.1(a) above or Employee
terminates  this Agreement for Good Reason  pursuant to Paragraph  4.2(b) above,
the term  "Severance  Payment"  shall  mean an  amount  equal  to two (2)  times
Employee's Base Salary and annualized  auto allowance then in effect."  (amended
language is italicized for reference)

       2. Section 4 of the Agreement is amended to add the following  subsection
(e):

                   "(e) Acceleration of Stock Options. Immediately upon a Change
in  Control  of the  Company,  all  awards  granted  to the  Employee  and  then
outstanding  under the Company's stock option and incentive  compensation  plans
("Options")  that are not then  exercisable  by their terms  automatically  will
become  immediately  exercisable  and fully  vested for the  remainder  of their
stated  terms.  In  addition,  for a period of thirty (30) days  following  such
Change in Control of the Company, the Employee shall have the right to terminate
the Options and to receive a lump-sum payment,  in cash, equal to the product of
(a)  the  excess  of (x)  the  per-unit  fair  market  value  of the  securities
underlying  the Options,  over (y) the per-unit  exercise price of such Options,
and (b) the  number of units of such  securities  covered  by the  Options.  For
purposes of the preceding sentence,  the "fair market value" of securities shall
be based on the highest of (i) the per-unit closing sale price of the securities
underlying the Options,  as reported on a national securities exchange or by the
Nasdaq Stock Market,  on the execution  date of the agreement  pursuant to which
the Change in Control of the Company is effected, (ii) the per-unit closing sale
price of the  securities  underlying  the  Options,  as  reported  on a national
securities  exchange or by the Nasdaq Stock Market, on the effective date of the
transaction  constituting  a Change in  Control  of the  Company,  and (iii) the
highest per-unit price for such securities actually paid in connection with such
Change in Control of the Company. Notwithstanding the foregoing, if the exercise
of any right  granted  pursuant to this  Section  4(e) would make a  transaction
constituting  a Change in  Control  of the  Company  ineligible  for  pooling of
interests  accounting  under APB No. 16 which,  but for this Section 4(e), would
otherwise be eligible for such accounting  treatment,  the Board of Directors of
the Company shall have the ability to substitute


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for the cash payable pursuant to this Section 4(e) securities of the Company (or
of the other entity surviving the transaction constituting the Change in Control
of the Company, or its parent  corporation,  if applicable) having a fair market
value equal to the cash that would otherwise be payable hereunder.  For purposes
of the preceding sentence,  the "fair market value" of securities shall be based
on the lower of (i) the average closing bid price of such securities for the ten
(10) trading days prior to the execution date of the agreement pursuant to which
the Change in Control of the  Company is  effected,  and (ii) the average of the
closing bid price of such  securities for the ten (10) trading days prior to the
effective  date of the  transaction  constituting  a Change  in  Control  of the
Company,  in each case as such  closing  bid prices are  reported  on a national
securities exchange or by the Nasdaq Stock Market".

       3. Except as specifically set forth above, all other terms and conditions
of the  Agreement  shall  continue in full force and effect,  unaffected by this
Amendment.  This  Amendment  shall be effective  for all purposes as of the date
first written above.

       In Witness  Whereof,  the  Employee  and the Company have set their hands
hereto as of the date above.

                                                    
Employee:                             Superior Services, Inc.                 
                                                                               
_______________________________       By:________________________________      
John King                                G.W. "Bill" Dietrich                  
                                         President and Chief Executive Officer