FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.  For the fiscal year ended December 31, 1996.
 
                                       OR

  [  ] 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 0-27508

                             SUPERIOR SERVICES, INC.
                            (Exact name of registrant
                          as specified in its charter)

             Wisconsin                             39-1733405
    (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)              Identification No.)

       10150 West National Avenue, Suite 350
       Milwaukee, Wisconsin                         53227
    (Address of principal executive offices)      (Zip Code)
               offices)

   Registrant's telephone number, 
     including area code:                         (414) 328-2800
   Securities registered pursuant 
     to Section 12(b) of the Act:                 None
   Securities registered pursuant 
     to Section 12(g) of the Act:                 Common Stock, $.01 par value;
                                                  Common Stock Purchase Rights

   Indicate by check mark whether the registrant (1) has filed all reports 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 report(s), 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 (Section 229.405 of this chapter) 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]

   State the aggregate market value of the voting stock held by non-
   affiliates of the registrant as of March 15, 1997. (1)
   $325,464,869

   Number of shares outstanding of each of the classes of the registrant's
   capital stock as of March 15, 1997: 

                Common Stock, $.01 par value:  17,485,140 shares

   ________________________
   (1)  Excludes only shares held by continuing directors and officers of the
        registrant as set forth in the registrant's definitive proxy
        statement for its 1997 annual meeting of shareholders.

 
    PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE:

   Proxy Statement for 1997 annual meeting of shareholders (incorporated by
   reference into Part III, to the extent indicated therein).

   <PAGE>

                                     PART I

             Unless the context indicates otherwise, references to the number
   of the Company's various facilities set forth in this Form 10-K Annual
   Report are as of December 31, 1996.

                Special Note Regarding Forward-Looking Statements

             Certain matters discussed in this Annual Report on Form 10-K are
   "forward-looking statements" intended to qualify for the safe harbors from
   liability established by the Private Securities Litigation Reform Act of
   1995.  These forward-looking statements can generally be identified as
   such because the context of the statement will include words such as the
   Company "believes", "anticipates", "expects" or words of similar import. 
   Similarly, statements that describe the Company's future plans, objectives
   or goals are also forward-looking statements.  Such forward-looking
   statements are subject to certain risks and uncertainties which are
   described in close proximity to such statements and which could cause
   actual results to differ materially from those anticipated as of the date
   of this report.  Shareholders, potential investors and other readers are
   urged to consider these factors in evaluating the forward-looking
   statements and are cautioned not to place undue reliance on such forward-
   looking statements.  The forward-looking statements included herein are
   only made as of the date of this report and the Company undertakes no
   obligation to publicly update such forward-looking statements to reflect
   subsequent events or circumstances.

   Item 1.   Business.

   General

             Superior Services, Inc. ("Superior" or the "Company") is a
   regional integrated solid waste services company providing solid waste
   collection, transfer, recycling and disposal services to customers
   primarily in Wisconsin and also in parts of Minnesota, Missouri, Illinois,
   Michigan and Iowa. The Company serves over 250,000 residential, commercial
   and industrial customers.

             As of December 31, 1996, Superior's solid waste operations
   consisted of seven Company-owned solid waste landfills, three managed
   third party landfills, twenty three solid waste collection operations,
   eleven recycling facilities and seven solid waste transfer stations.  As
   of December 31, 1996, the Company had 12.6 million total cubic yards of
   remaining disposal capacity currently permitted at its Company-owned
   landfills and 43.4 million total cubic yards of potential additional
   disposal capacity in various stages of permitting.  The Company's
   operating strategy emphasizes the integration of its solid waste
   collection and disposal operations and the internalization of waste
   collected.  The Company also provides other integrated waste services,
   most of which are project-based, and many provide additional waste volumes
   to the Company's landfills and recycling facilities.  These other
   integrated waste services include the remediation and disposal of
   contaminated soils and similar materials; wastewater biosolids management;
   full container consumer product recycling; and temporary storage and
   transportation of special and hazardous waste, including household
   hazardous waste. 

             Superior's objective is to be one of the largest and most
   profitable fully integrated providers of solid waste collection and
   disposal services in each market it serves.  The Company's strategy to
   achieve this objective is to (i) continue to expand its markets and enter
   new markets through the acquisition of other solid waste businesses;
   (ii) pursue internal growth opportunities in its current markets; and
   (iii) achieve continuing operating improvements in its business. 
   Superior's principal strategy for future growth is through the acquisition
   of additional solid waste disposal and collection operations. The Company
   is primarily focused on expanding the geographic scope and residential and
   commercial/industrial customer base of its solid waste collection and
   disposal operations. The Company believes that its reputation, strategy,
   culture and focus make it an attractive buyer to certain acquisition candi-
   dates.  During 1996, the Company acquired and retained one mercury
   recycling business and twelve solid waste businesses, including two solid
   waste landfills and ten solid waste collection operations.

             On March 13, 1996, the Company completed its initial public
   offering of a total of 4,082,500 shares of its Common Stock, of which
   3,532,500 shares were sold by the Company and 550,000 shares were sold by
   certain shareholders of the Company at a price of $11.50 per share.  Of
   the net proceeds to the Company from the offering of approximately
   $37.2 million, approximately $17.1 million was used to further reduce the
   Company's outstanding indebtedness, with the remainder reserved for use
   for general corporate purposes, including potential future acquisitions,
   capital expenditures and working capital.  On June 20, 1996, the Company
   filed a registration statement with the Securities and Exchange Commission
   covering 2,500,000 shares of its Common Stock which may be issued by
   Superior from time to time in connection with the acquisition by the
   Company of businesses or properties.  At December 31, 1996, 2,385,619
   shares remained eligible for issuance under this registration statement. 
   The shares issuable under this registration statement are generally freely
   tradeable by the recipient.

   Acquisition Program

             In recent years, the solid waste collection and disposal
   industry has undergone a period of significant consolidation and
   integration. The Company believes that this consolidation and integration
   has been caused primarily by three factors: (i) increasingly stringent
   environmental regulation and enforcement resulting in increased capital
   requirements; (ii) the inability of many smaller operators to achieve the
   economies of scale necessary to compete effectively with large integrated
   solid waste service providers; and (iii) the evolution of an industry
   competitive model which emphasizes providing both collection and
   disposal/recycling capabilities. Despite the considerable consolidation
   and integration that has occurred in the solid waste industry in recent
   years, the Company believes the industry remains primarily regional in
   nature and highly fragmented and that there remain a substantial number of
   potential acquisition opportunities within the industry. 

             The Company's three area Operating Vice Presidents, its Chief
   Executive Officer and its Chairman of the Board focus a substantial part
   of their time on identifying acquisition candidates and consummating
   acquisitions.  During 1996, the Company expanded its senior management
   team to include a Vice President of Market Development who is responsible
   for directing the activities of eight full-time market development
   managers, five of whom were added to the Company's market development
   group in 1996.

             From the time the Company was formed in February 1993 through
   December 31, 1996, it has acquired and retained thirty one businesses. 
   During 1996, the Company acquired and retained one recycling business and
   twelve solid waste businesses, including the Eau Claire County landfill
   and the West County landfill and ten solid waste collection businesses. 
   The following table sets forth the Company's acquisitions completed and
   retained during 1996:

   <TABLE>
   <CAPTION>
      Acquired company         Month  acquired       Principal      Location              Market area 
                                                     business 
   <S>                         <C>                  <C>            <C>                   <C>    

   Wittstock Services, Inc.       March 1996        Solid waste    Dubuque, IA           Northeast
                                                    collection                           Iowa

   Arrow Disposal Service, Inc.   March 1996        Solid waste    Mequon, WI            Southeastern
                                                    collection                           Wisconsin


   Tom Kraemer Sanitation, Inc.   June 1996         Solid waste    St. Cloud, MN         Central
                                                    collection                           Minnesota

   Superior Lamp Recycling, Inc.  June 1996         Recycling      Port Washington, WI   Wisconsin


   DC Refuse Service & Recycling, June 1996         Solid waste    Sturgeon Bay, WI      Northeastern
   Inc.                                             collection                           Wisconsin

   All Waste Disposal, Inc.       August 1996       Solid waste    Milwaukee, WI         Southeastern
   (Rearload Commercial Routes)                     collection                           Wisconsin

   Vasko Rubbish Removal, Inc.    August 1996       Solid waste    St. Cloud, MN         Central
                                                    collection                           Minnesota

   Eau Claire County Landfill     September 1996    Solid waste    Eau Claire, WI        Northwest
   (Superior Seven Mile Creek                       landfill                             Wisconsin
   Landfill)                                                                             and Eastern
                                                                                         Minnesota
   West County Disposal, Ltd.     September 1996    Solid waste    Ballwin, MO           Eastern
   (Superior Oak Ridge Landfill)                    landfill                             Missouri

   Wilson Refuse, Inc.            October 1996      Solid waste    Maryland Heights, MO  Eastern
                                                    collection                           Missouri

   Peninsula Dump-All, Inc.       November 1996     Solid waste    Sturgeon Bay, WI      Northeastern
                                                    collection                           Wisconsin

   G.D. LaPlant Sanitation, Inc.  December 1996     Solid waste    Buffalo, MN           Central
                                                    collection                           Minnesota

   D&K Refuse and Recycling, Inc. December 1996     Solid waste    St. Cloud, MN         Central
                                                    collection                           Minnesota
   </TABLE>

             The Company's acquisition plan focuses on "hub and spoke"
   acquisitions in new markets.  For example, the acquisition of the West
   County Landfill (now known as Superior Oak Ridge Landfill) in Ballwin,
   Missouri (approximately 15 miles southwest of St. Louis, Missouri)
   represented the acquisition of a disposal "hub" to allow Superior to
   service the metropolitan St. Louis service area.  Consistent with the
   Company's growth philosophy of maximizing and controlling volumes to its
   landfills, after its acquisition of the West County Landfill Superior
   subsequently acquired two collection operations in the St. Louis market
   (one in September 1996 and one in January 1997 not reflected in the above
   table). 

             In 1996, the Company also continued implementation of its market
   development plan for Minnesota by acquiring four collection operations in
   central Minnesota.  The collection operations were integrated with the
   Superior FCR Landfill.

             The Company's acquisition program also focuses on "tuck in"
   acquisitions in its existing markets or the extension of its existing
   operations into contiguous markets.  During 1996, the Company acquired two
   collection operations in the Milwaukee, Wisconsin market which added
   density to its existing operations in that market.  In addition, the
   Company extended the geographic scope of its operations in northeast
   Wisconsin and southwest Wisconsin/northeast Iowa by the acquisition of
   collection companies in the Door County, Wisconsin and Dubuque, Iowa
   markets.

             There can be no assurance that the Company will be able to
   identify suitable acquisition candidates or, if identified, negotiate
   successfully their acquisition. If the Company is successful in
   identifying and negotiating suitable acquisitions, there can be no
   assurance that any debt or equity financing necessary to complete the
   acquisition can be arranged on terms satisfactory to the Company or that
   any such financing will not significantly increase the Company's leverage
   or result in additional dilution to existing shareholders. Moreover, there
   can be no assurance that the Company will be able to integrate
   successfully any acquired business, or manage or improve the operating or
   administrative efficiencies or productivity of any acquired business.
   Failure by the Company to implement successfully its acquisition strategy
   will limit the Company's growth potential.

             The recent consolidation and integration activity in the solid
   waste industry, as well as the difficulties, uncertainties and expense
   relating to the development and permitting of solid waste landfills and
   transfer stations, has increased competition for the acquisition of
   existing solid waste collection, transfer and disposal operations.
   Increased competition for acquisition candidates may result in fewer
   acquisition opportunities being made available to the Company as well as
   less advantageous acquisition terms, including particularly increased
   purchase prices. These circumstances may increase acquisition costs to
   levels beyond the Company's financial capability or pricing parameters or
   which, as to acquisitions made by the Company, may have an adverse effect
   on the Company's results of operations. Many of the Company's competitors
   for acquisitions are larger, better known companies with significantly
   greater resources than the Company. The Company also believes that a
   significant factor in its ability to consummate acquisitions will be the
   relative attractiveness of its Common Stock as an investment instrument to
   potential acquisition candidates. This attractiveness may, in large part,
   be dependent upon the relative market price and capital appreciation
   prospects of the Common Stock compared to the equity securities of the
   Company's competitors. 

   Current Operations

   Introduction

             The Company provides the following integrated waste services
   from its operating facilities in Wisconsin, Minnesota, Missouri, Illinois
   and the Upper Peninsula of Michigan.  The Company operates solid waste
   collection operations, solid waste transfer stations, recycling
   facilities, Company-owned solid waste landfills and managed third party
   landfills. The Company also provides other integrated waste services, most
   of which are project-based and many provide additional waste volumes to
   the Company's landfills and recycling facilities. These other integrated
   waste services include the remediation and disposal of contaminated soils
   and similar materials; wastewater biosolids management; full container
   consumer product recycling; and temporary storage and transportation of
   special and hazardous waste, including household hazardous waste. Solid
   waste services have been and will remain the Company's core business. 

             Superior markets its services principally through its facility
   managers and direct sales representatives under the direction of area
   sales managers.  The company also obtains new customers from referral
   sources, reputation, and local print marketing.  The Company has a diverse
   customer base, with no single customer accounting for more than 6% of the
   Company's revenues in 1996.  The Company does not believe that the loss of
   any single customer would have a material adverse effect on the Company's
   results of operation.

             Solid Waste Collection and Transfer

             The Company provides solid waste collection services to over
   250,000 residential, commercial and industrial customers. The Company's
   collection operations are conducted generally within a 50-mile radius from
   its landfills or transfer stations. The Company contracts with local
   generators of solid waste and directs the waste to either its own landfill
   for disposal; to a third-party landfill; or, for additional handling at
   one of its transfer stations or recycling facilities. After compacting
   and/or separating at a transfer station, the Company directs the waste to
   either its own landfill or a third party landfill. During 1995 and 1996,
   approximately 83% and 81% respectively, of the solid waste collected by
   the Company was delivered for disposal at its own landfills. Solid waste
   collection and transfer services accounted for approximately 45% of the
   Company's revenues for 1996, including revenues from disposal services
   provided to customers of the Company's collection and transfer units,
   compared to approximately 48% in 1995.

             The Company's commercial and industrial collection services are
   generally performed under one-year to three-year service agreements, and
   fees are determined by such factors as collection frequency, type of
   equipment and containers furnished, the type, volume and weight of the
   waste collected, the distance to the disposal or processing facility and
   the cost of disposal or processing.

             Substantially all of the Company's municipal solid waste
   collection services are performed under contracts with municipalities.
   These contracts grant the Company exclusive rights to service all or a
   portion of the residential homes in a specified community or provide a
   central repository for residential waste drop-off.  The Company had over -
   240 municipal contracts in place as of December 31, 1996, compared to just
   over 200 as of December 31, 1995.  No single municipal contract is
   individually material to the Company's results of operations. Municipal
   contracts in the Company's market areas are typically awarded, at least
   initially, on a competitive bid basis and usually range in duration from
   one to three years. Fees are based primarily on the frequency and type of
   service, the distance to the disposal or processing facility and the cost
   of disposal or processing. Municipal collection fees are usually paid
   either by the municipalities from tax revenues or through direct service
   charges to the residents receiving the service.   The Company also
   provides subscription residential collection services directly to
   households.

             The Company's transfer stations receive solid waste collected
   primarily from its various collection operations, compact the waste and
   transfer the waste to larger Company-owned vehicles for transport to land-
   fills. This procedure reduces the Company's costs by improving its
   utilization of collection personnel and equipment. During 1996, the
   Company constructed and began operations at a new transfer station in Lake
   Geneva, Wisconsin which is intended to service the southern Wisconsin and
   northern Illinois markets.  Approximately 21% of the solid waste accepted
   for transfer at the Company's transfer stations in 1996 was from third
   parties compared to approximately 23% in 1995. The Company believes that
   each of its transfer stations has obtained all necessary permits and has
   been operated in compliance in all material respects with applicable
   environmental regulations.

             Recycling Services

             The Company also provides recycling services to customers. 
   Recycling involves the removal of reusable materials from the waste stream
   for processing and sale in various applications. The Company operates
   eleven recycling facilities as part of its collection and transfer
   operations at which it processes, sorts and recycles paper products,
   certain plastics, glass, aluminum and tin cans and certain other items.
   The Company also operates a wood pallet recycling operation at its Fort
   Atkinson collection facility and curbside residential recycling programs
   in connection with its residential collection operations in many
   communities. As described below under "Other Integrated Waste Services,"
   the Company also provides full container consumer product recycling
   services.

             The Company attempts to resell recycled waste products in the
   most commercially reasonable manner practicable and to pass on
   contractually a portion of the commodity pricing risk to its commercial
   and industrial clients. In April 1995, the Company entered into a five-
   year wastepaper purchase agreement with a national paper company pursuant
   to which the paper company agreed to purchase certain grades of recyclable
   wastepaper from the Company at above-market prices, subject to certain
   minimum floor resale pricing assurances. Under the terms of this
   agreement, the Company has the ability to sell up to all, but not less
   than 50%, of its supply of certain grades of recyclable wastepaper to such
   company. The Company believes these protections help mitigate some of the
   variability associated with the resale of its collected and recyclable
   wastepaper. 

             During 1996, the Company processed an average of over 6,900 tons
   of recyclable paper and cardboard per month, compared to approximately
   5,400 tons per month in 1995.  The prices received by the Company for its
   recyclable wastepaper declined approximately 66% from 1995 to 1996.  As a
   result of these price declines, revenues from the collection, processing
   and sale of recyclable waste products accounted for approximately 13% of
   the Company's revenues in 1996, compared to 15% in 1995.

             Solid Waste Landfill Disposal

             The Company owns and operates solid waste landfills in
   Wisconsin, Minnesota and Missouri. All of the Company's landfills include
   leachate collection systems, groundwater monitoring systems and active
   methane gas extraction and recovery systems. The Company's landfill
   facilities are designed and operated to meet federal, state and local
   regulations in all material respects and the Company believes each of its
   landfill sites meets or exceeds current applicable state and federal
   Subtitle D Regulations in all material respects.  None of the Company's
   landfills is permitted to accept hazardous waste or is subject to disposal
   volume limitations, other than relating to the landfill's respective per-
   mitted capacity or hours of operation. In 1996, approximately 37% of the
   solid waste disposed of at the Company's landfills was delivered by the
   Company compared to approximately 54% in 1995, due to increased volumes
   from third party customers in 1996. Other customers are charged "tipping
   fees" based on the amount and type of solid waste deposited. The Company
   operates licensed bioremediation facilities at several of its landfills
   where the concentrations of volatile organic compounds in contaminated
   soils are reduced through microbial activities enhanced by pumping air
   through the soils. The bioremediated soils are then reused as cover
   material at the Company's landfills. 

             The average daily volume of waste accepted for disposal at the
   Company's landfills increased from approximately 3,800 tons per day in
   1995 to approximately 6,400 tons per day in 1996.  Revenues from landfill
   disposal operations increased to approximately 22% of the Company's
   revenues in 1996 from approximately 16% of the Company's 1995 revenues,
   and does not include revenues from disposal services provided to customers
   of the Company's collection, transfer and other integrated waste services
   units.  The increase in revenues from landfill disposal operations is due
   to increased volumes from a disposal contract for a customer's Milwaukee
   collection operations, increased volumes of special waste from the
   Company's project-driven other integrated waste services, increased third
   party disposal volume and higher solid waste volumes from its collection
   operations.

             The following table provides certain information with respect to
   Superior's seven owned and operated landfills as of December 31, 1996:

   <TABLE>
   <CAPTION>

                                                                                     Approximate
               Landfill name and location           Month      Year    Permitted       total
                                                  acquired    opened   acreage(1)     acreage (1)    
  
   <S>                                           <C>          <C>      <C>           <C> 
   Superior Cranberry Creek landfill,                 *        1986        34          1,060  
     Wisconsin Rapids, WI (Central Wisconsin)

   Superior Valley Meadows landfill,                  *        1979        29            600(2)
     Fort Atkinson, WI (Southeastern Wisconsin)

   Superior Glacier Ridge landfill,              March 1993    1986        44            560  
     Mayville, WI (Eastern Wisconsin)

   Superior Emerald Park landfill,                November     1994        35            340  
     Muskego, WI (Milwaukee metropolitan area)      1993

   Superior FCR landfill,                         July 1994    1965        24            362(3)
     Buffalo, MN (Minneapolis metropolitan area)

   Superior Seven Mile Creek Landfill,            September    1978        37            160(4)
     Eau Claire, WI (Northwest Wisconsin)           1996

   Superior Oak Ridge Landfill,                   September    1975        126           180(5)
     Ballwin, MO (St. Louis metropolitan area)      1996
   _______________

   *    Acquired as part of the Company's original consolidation in 1993. 

   (1)  Permitted acreage represents the portion of the total acreage on
        which disposal cells have been constructed (including any that may
        have been filled or capped) or may be constructed based upon an
        approval issued by the regulatory agency generally authorizing the
        development of a landfill on the acreage. The portion of total
        acreage that is not currently permitted is not available for waste
        disposal. 

   (2)  Does not include approximately 80 acres currently subject to
        acquisition by the Company upon exercise of a purchase option. 

   (3)  Does not include approximately 40 acres currently subject to
        acquisition by the Company upon exercise of a purchase option.

   (4)  Does not include approximately 80 acres currently subject to
        acquisition by the Company upon exercise of a purchase option.

   (5)  Includes approximately 125 acres leased by the Company.  See -
        "Superior Oak Ridge Landfill" and "Properties."  Does not include
        approximately 58 acres subject to acquisition by the Company upon
        exercise of a purchase option. 

 </TABLE>

             Superior Cranberry Creek Landfill. The Superior Cranberry Creek
   landfill is located northwest of Wisconsin Rapids, Wisconsin (Central
   Wisconsin). As of December 31, 1996, this landfill had approximately 1.51
   million cubic yards of estimated remaining disposal capacity available,
   including 1.4 million cubic yards of disposal capacity under a vertical
   expansion which received final regulatory approval during 1996.  A royalty
   of $2.3 million was paid to former owners during 1996 for this vertical
   expansion.  For any horizontal expansion, a royalty amount of $0.40 per
   cubic yard, less associated expenses, is payable to the former owners,
   subject to a maximum of $2.0 million. 

             Superior Valley Meadows Landfill. The Superior Valley Meadows
   landfill is located south of Fort Atkinson, Wisconsin (50 miles southwest
   of Milwaukee). As of December 31, 1996, this landfill had approximately
   286,000 cubic yards of estimated remaining disposal capacity available. In
   November 1995, the Company filed its initial site report to add an
   additional 10.4 million cubic yards of horizontal expansion capacity
   adjacent to the current landfill.  In March 1996, the Company filed a
   feasibility report in connection with the proposed expansion.  The Company
   subsequently withdrew the feasibility report in order to supplement the
   report with additional information requested by the Wisconsin Department
   of Natural Resources.  The Company is obligated to make cash royalty
   payments to the landfill's former owners for permitted expansions of the
   landfill. For any vertical expansion, a royalty amount of $2.00 per cubic
   yard, less associated expenses, is payable to the former owners. For any
   horizontal expansion, a royalty amount of $0.40 per cubic yard, less
   associated expenses, is payable to the former owners, subject to a maximum
   of $2.0 million.

             Superior Glacier Ridge Landfill. The Superior Glacier Ridge
   landfill is located south of Mayville, Wisconsin (40 miles northwest of
   Milwaukee). As of December 31, 1996, the Superior Glacier Ridge landfill
   had approximately 1.46 million cubic yards of estimated remaining disposal
   capacity available. In March 1994, the Company initiated horizontal and
   vertical expansion plans which would add approximately 2.3 million cubic
   yards of additional disposal capacity. A group of local citizens has filed
   a petition with the Wisconsin Department of Natural Resources for an
   administrative contested case hearing.  The petition challenges the
   environmental feasibility of the proposed expansion.  No royalty payments
   to the landfill's former owners are payable in connection with this
   expansion; however, any horizontal expansion into the adjacent 120-acre
   parcel of property acquired by the Company in 1993 will require the
   Company to pay to the property's former owner a royalty amount of $0.50
   per cubic yard of permitted expansion, less land acquisition costs if the
   permitted expansion is less than 2.75 million cubic yards, up to a maximum
   of $1.0 million. The Superior Glacier Ridge landfill property also
   contains a licensed construction and demolition waste disposal landfill
   which has approximately 5,000 cubic yards of remaining airspace as of
   December 31, 1996. It is expected that this construction and demolition
   waste disposal landfill will close in mid 1997.

             Superior Emerald Park Landfill. The Superior Emerald Park
   landfill, which was newly opened in November 1994, is located in Muskego,
   Wisconsin (15 miles southwest of Milwaukee). As of December 31, 1996, this
   landfill had approximately 2.68 million cubic yards of estimated remaining
   disposal capacity available. In September 1995, the Company initiated the
   permitting process for an estimated 24.7 million cubic yard vertical and
   horizontal expansion at this landfill. The Company is obligated to make
   royalty payments of $0.40 per cubic yard of permitted expanded capacity,
   less associated expenses, to the former owners of this landfill. Certain
   of such royalty payments are payable in shares of Common Stock.

             Superior FCR Landfill. The Superior FCR landfill is located in
   Buffalo, Minnesota (50 miles northwest of Minneapolis). As of December 31,
   1996, the landfill had approximately 961,000 cubic yards of estimated re-
   maining disposal capacity available including 650,000 cubic yards of
   disposal capacity under a vertical expansion which received final
   regulatory approval in July 1996.  In connection with this expansion, the
   Company is obligated to make royalty payments to the landfill's former
   owners of $0.80 per cubic yard of permitted expansion, less associated
   expenses, plus royalty payments equaling approximately 5% of the gross
   revenues generated from the expanded capacity.  In June 1996, the Company
   began the permitting process for a 6 million cubic yard vertical and
   horizontal expansion.  The Company is also obligated to make additional
   royalty payments to the landfill's former owners for the proposed
   horizontal expansion and for other additional potential future horizontal
   expansions. 

             Superior Oak Ridge Landfill.  The Superior Oak Ridge landfill is
   located in Ballwin, Missouri (15 miles southwest of St. Louis).  The
   landfill was acquired in 1996 as the Company's entry into the St. Louis,
   Missouri solid waste market.  See "Acquisition Program."  As of December
   31, 1996, the landfill had approximately 3.5 million cubic yards of
   estimated remaining disposal capacity available.  Approximately 125 acres
   occupied in connection with landfill activities is leased from a third
   party.  Under the terms of the lease, the Company pays the property owner
   monthly rental equal to the greater of 3% of the landfill's gross
   operating receipts or $3,650.  The Company is obligated to pay additional
   purchase price to the landfill's former owner in the event the Company
   receives necessary permits and approvals to expand the site.  The amount
   of additional purchase price varies between $0.50 and $1.25 per cubic
   yard, depending upon the volume of additional approved airspace.  A
   portion of the additional purchase price is payable in shares of Common
   Stock.

             Superior Seven Mile Creek Landfill.  The Superior Seven Mile
   Creek landfill is located east of Eau Claire, Wisconsin (70 miles east of
   Minneapolis/St. Paul).  The Company acquired the landfill from Eau Claire
   County in September 1996.  The privatization of the landfill provides the
   Company with disposal capacity to service the northwest Wisconsin and
   eastern Minnesota markets.  As of December 31, 1996, the landfill had
   approximately 2.16 million cubic yards of estimated disposal capacity 
   available.

             All of these potential landfill expansion plans are in varying
   stages of planning and development. The permitting process is lengthy,
   difficult and expensive, and is often subject to substantial uncertainty
   and there can be no assurance that any such permits will be granted.

             Management of Third Party Landfills

             As of December 31, 1996, the Company managed two biosolid
   captive monofills owned by large paper companies and one county-owned
   municipal solid waste landfill. A monofill is a landfill which only
   accepts one type of waste. One of the monofills is located in Brokaw,
   Wisconsin and is managed under a two-year waste hauling and landfill
   operation agreement that expires in May 1998.  The other monofill is
   located in Quinnesec, Michigan and is managed under an agreement which was
   extended in 1996 so that it now expires in July 1999.  The Company also
   operates the Portage County municipal solid waste landfill in Central
   Wisconsin under an agreement that expires in December 1997. These
   management contracts are not individually or in the aggregate material to
   the Company's results of operations. 

             Other Integrated Waste Services

             In order to provide integrated solid waste services to a wide
   range of customers, Superior provides a variety of other integrated waste
   services, most of which are project-based and many provide additional
   waste volumes to the Company's landfills and recycling facilities. These
   services include the remediation and disposal of contaminated soils and
   similar materials; wastewater biosolids management; full container
   consumer product recycling; and temporary storage and transportation of
   special and hazardous waste, including household hazardous waste. Revenues
   from these other integrated waste services constituted approximately 20%
   of the Company's revenues in 1996, compared to approximately 21% in 1995. 

             The Company's project-based remediation services involve the
   removal and transportation of contaminated soil from environmental
   remediation projects for disposal at the Company's landfills in compliance
   with applicable regulations. The Company also provides value-added
   services to bioremediate contaminated soils at its landfills prior to
   final disposal. After excavation, the Company uses nutrients and micro-
   organisms to naturally remove or reduce contaminants from contaminated
   soil before disposing of the remediated soils in its landfills or using
   the remediated soils in landfill construction. The Company's environmental
   field services, which are provided principally to industrial clients in
   Wisconsin, include the containment and cleanup of actual and threatened
   releases of hazardous materials into the environment on both a planned and
   an emergency response basis. These services include cleanout of wastewater
   treatment tanks, cleanup of abandoned oil recycling facilities, cleanup
   and demolition of manufacturing facilities and removal and remediation of
   underground storage tanks. The Company is the primary standby provider of
   environmental emergency spill response services to the WDNR in Eastern and
   Central Wisconsin. 

             The Company's wastewater biosolids operations consist
   principally of the removal, transportation, storage and beneficial reuse
   through land application of industrial and municipal nonhazardous
   wastewater biosolids. The Company contracts with municipalities, paper
   mills and food processing plants to remove, transport and dispose of both
   municipal and industrial wastewater biosolids. In most cases,
   municipalities or industrial processors have on-site wastewater treatment
   facilities which pretreat and concentrate biosolid wastes prior to removal
   and reuse. In other cases, the Company will transport a generator's
   wastewater biosolids from holding tanks or lagoons to a third party
   wastewater treatment facility. Land application is generally limited by
   state regulations to six months out of the year in Wisconsin.
   Consequently, the Company constructed a 1 million gallon permitted
   wastewater biosolid storage tank in which it stores certain liquid and
   biosolid wastes until they can be land applied during the spring and fall.

             The Company operates a full container consumer products
   recycling facility at its Fort Atkinson, Wisconsin location. This
   operation separates and removes off-specification food and other
   nonconforming consumer products from their containers; crushes, cleans,
   collects and resells the recyclable containers; and collects, stores and
   reuses the liquid and solid contents of the food or other products as
   organic fertilizer. 

             The Company provides nonhazardous "special" waste and hazardous
   waste (including household hazardous waste) services, transportation and
   temporary storage services to industrial clients principally in Wisconsin.
   Nonhazardous special waste is solid waste that generally is not allowed to
   be landfilled because it contains excess liquids or is otherwise desired
   by the client to be specially handled and manifested for record keeping
   purposes. The Company provides its hazardous waste services principally
   from its fully-permitted temporary storage facility ("TSF") located in
   Port Washington, Wisconsin (approximately 25 miles north of Milwaukee).
   Hazardous waste collected by the Company is transported to third party
   treatment or disposal facilities which have been selected by the customer
   in virtually all cases. The Company also reclaims mercury at its TSF from
   discarded mercury-containing items such as utility meters, fluorescent
   lights and thermometers.  The Company does not typically take title to
   collected hazardous waste nor does it handle or accept radioactive wastes,
   explosives, certain poisons, certain PCBs and certain other types of
   hazardous wastes. The Company does not own or operate, or intend to own or
   operate, a hazardous waste disposal facility. Revenues from hazardous
   waste transportation and temporary storage services accounted for less
   than 5% of the Company's revenues in 1995 and less than 4% of the
   Company's revenues in 1996. 

   Competition

             The solid waste management industry is highly competitive, very
   fragmented and requires substantial labor and capital resources. Intense
   competition exists within the industry not only for collection,
   transportation and disposal volume, but also for acquisition candidates.
   The industry is currently dominated by four large national waste
   companies, WMX Technologies, Inc., Browning-Ferris Industries, Inc., USA
   Waste Services, Inc. and Allied Waste Industries, Inc. (which recently
   acquired the solid waste operations of Laidlaw Waste Systems, Inc.).  The
   Company also competes with a number of regional and local companies.

             Superior competes for landfill disposal business primarily on
   the basis of disposal fees, geographical location and quality of
   operations. The Company's ability to obtain landfill disposal volume may
   be limited by the fact that some major collection companies also own or
   operate their own landfills in the Company's market areas, to which they
   send their waste. The Company also competes, to a lesser extent, with
   certain municipalities that maintain their own solid waste disposal
   operations. These municipalities may have certain advantages over the
   Company in financing their operations due to the availability of tax
   revenues and tax-exempt financing and there can be no assurance that the
   Company can compete successfully against such municipalities. 

             The Company competes for collection and recycling accounts
   primarily on the basis of price and quality of its services. From time to
   time, competitors may reduce the price of their services in an effort to
   expand market share or to win a competitively bid municipal contract.
   These practices may also lead to reduced pricing for the Company's
   services or the loss of business. The Company provides substantially all
   of its residential collection services under municipal contracts. As is
   generally the case in the industry, these contracts are subject to peri-
   odic competitive bidding. There can be no assurance that the Company will
   be the successful bidder to obtain or retain these contracts. 

             Incineration of solid waste is not currently a significant
   disposal alternative in Wisconsin, but may be in other states which the
   Company enters. 

   Employees

             At December 31, 1996, the Company employed approximately 890 full-
   time employees. Three employees of one of the Company's subsidiaries are
   members of a collective bargaining unit. These employees are not yet
   covered by a collective bargaining agreement. The Company considers its
   employee relations to be satisfactory. 

   Regulation

        Introduction

             The Company is currently subject to extensive and evolving
   federal, state and local environmental laws and regulations that have been
   enacted in response to technological advances and increased concern over
   environmental issues. These regulations not only strictly regulate the
   conduct of the Company's operations but also are related directly to the
   demand for many of the services offered by the Company. 

             The regulations affecting the Company are administered by the
   EPA and various other federal, state and local environmental, zoning,
   health and safety agencies. The Company believes that it is currently in
   substantial compliance with applicable federal, state and local laws,
   permits, orders and regulations. The Company believes there will continue
   to be increased regulation, legislation and regulatory enforcement actions
   related to the solid waste services industry. As a result, the Company
   attempts to anticipate future regulatory requirements and to plan
   accordingly to remain in compliance with the regulatory framework. 

             In order to develop and operate a landfill, a biosolid storage
   facility, a transfer station, most other solid waste facilities or a
   hazardous waste TSF, the Company must typically go through several
   governmental review processes and obtain one or more permits and often
   zoning or other land use approvals. Obtaining these permits and zoning or
   land use approvals is difficult, time consuming and expensive and is often
   opposed by various local elected officials and citizens' groups. Once
   obtained, operating permits generally must be periodically renewed and are
   subject to modification and revocation by the issuing agency. 

             The Company's operating facilities are subject to a variety of
   operational, monitoring, site maintenance, closure, post-closure and
   financial assurance obligations which change from time to time and which
   could give rise to increased capital expenditures and operating costs. In
   connection with the Company's expansion of its existing or any newly
   acquired landfills, it is often necessary to expend considerable time,
   effort and money in complying with the governmental review and permitting
   process necessary to maintain or increase the capacity of these landfills.
   Governmental authorities have broad power to enforce compliance with these
   laws and regulations and to obtain injunctions or impose civil or criminal
   penalties in the case of violations. In the ordinary course of its
   landfill, transfer station and TSF operations, the Company has from time
   to time received notices from regulatory authorities that its operations
   may not be in compliance with certain applicable environmental laws and
   regulations. Upon receipt of any notices, the Company generally cooperates
   with the authorities in an attempt to resolve the issues raised by such
   notices and pays the agreed upon fine or penalty. Failure to correct the
   problems to the satisfaction of the authorities could lead to curtailed
   operations, fines and penalties or even closure of a landfill or other
   facility. 

             In order to transport waste, it is necessary for the Company to
   possess one or more permits from state or local agencies. These permits
   also must be periodically renewed and are subject to modification and
   revocation by the issuing agency. 

             The principal federal, state and local statutes and regulations
   applicable to the Company's various operations are as follows: 

        The Resource Conservation and Recovery Act of 1976

             RCRA regulates the generation, treatment, storage, handling,
   transportation and disposal of solid waste and requires states to develop
   programs to ensure the safe disposal of solid waste. RCRA divides solid
   waste into two groups, hazardous and nonhazardous. Wastes are generally
   classified as hazardous if they (i) either (a) are specifically included
   on a list of hazardous wastes or (b) exhibit certain hazardous
   characteristics and (ii) are not specifically designated as nonhazardous.
   Wastes classified as hazardous under RCRA are subject to much stricter
   regulation than wastes classified as nonhazardous. Wastes that are
   generally classified as nonhazardous waste are household waste and
   "special" waste, including items such as petroleum contaminated soils,
   asbestos, foundry sand, shredder fluff and most nonhazardous industrial
   waste products. 

             The EPA regulations issued under Subtitle C of RCRA impose a
   comprehensive "cradle to grave" system for tracking the generation,
   transportation, treatment, storage and disposal of hazardous wastes. The
   Subtitle C regulations provide standards for generators, transporters and
   disposers of hazardous wastes, and for the issuance of permits for sites
   where such material is treated, stored or disposed. Subtitle C imposes
   detailed operating, inspection, training and emergency preparedness and
   response standards, as well as requirements for manifesting, record
   keeping and reporting, facility closure, post-closure and financial
   responsibilities. These regulations require the Company's TSF to
   demonstrate financial assurance for sudden and nonsudden pollution
   occurrences. Financial assurance for future closure and post-closure
   expenses must also be maintained. The Company believes that its hazardous
   waste transportation activities and its TSF comply in all material
   respects with the applicable requirements of Subtitle C of RCRA. 

             In October 1991, the EPA adopted the Subtitle D Regulations
   governing solid waste landfills. The Subtitle D Regulations, which
   generally became effective in October 1993, include location restrictions,
   facility design standards, operating criteria, closure and post-closure
   requirements, financial assurance requirements, groundwater monitoring
   requirements, groundwater remediation standards and corrective action
   requirements. In addition, the Subtitle D Regulations require that new
   landfill sites meet more stringent liner design criteria (typically,
   composite soil and synthetic liners or two or more synthetic liners)
   designed to keep leachate out of groundwater and have extensive collection
   systems to carry away leachate for treatment prior to disposal. Grou-
   ndwater monitoring wells must also be installed at virtually all landfills
   to monitor groundwater quality and, indirectly, the leachate collection
   system operation. The Subtitle D Regulations also require, where threshold
   test levels are present, that methane gas generated at landfills be
   controlled in a manner that protects human health and the environment.
   Each state is required to revise its landfill regulations to meet these
   requirements or such requirements will be automatically imposed upon it by
   the EPA. Each state is also required to adopt and implement a permit
   program or other appropriate system to ensure that landfills within the
   state comply with the Subtitle D Regulations criteria. Wisconsin,
   Minnesota, Missouri and various states into which the Company may enter
   have adopted regulations or programs as stringent as, or more stringent
   than, the Subtitle D Regulations. Since the Company's operating landfills
   are believed by the Company to be in compliance in all material respects
   with the strict WDNR, Minnesota Pollution Control Agency, and Missouri
   Department of Natural Resources regulations, the Company believes that all
   of its present landfill operations meet or exceed the Subtitle D
   Regulations in all material respects. 

        The Federal Water Pollution Control Act of 1972

             The Federal Water Pollution Control Act of 1972, as amended
   ("Clean Water Act"), establishes rules regulating the discharge of
   pollutants from a variety of sources, including solid waste disposal sites
   and transfer stations, into waters of the United States. If runoff or
   collected leachate from the Company's landfills or transfer stations is
   discharged into streams, rivers or other surface waters, the Clean Water
   Act would require the Company to apply for and obtain a discharge permit,
   conduct sampling and monitoring and, under certain circumstances, reduce
   the quantity of pollutants in such discharge. Also, virtually all
   landfills are required to comply with the EPA's storm water regulations
   issued in November 1990, which are designed to prevent possibly
   contaminated landfill storm water runoff from flowing into surface waters.
   The Company believes that its facilities are in compliance in all material
   respects with Clean Water Act requirements, particularly as they apply to
   treatment and discharge of leachate and storm water. The Company has
   secured or has applied for the required discharge permits under the Clean
   Water Act or comparable state-delegated programs. In those instances where
   the Company's applications for discharge permits are pending and a final
   discharge permit has not been issued, the Company believes it is in
   substantial compliance with the applicable substantive standards set by
   Wisconsin, Minnesota, Missouri, and adjacent states in its market areas in
   administering the Clean Water Act. 

        The Comprehensive Environmental Response, Compensation and Liability
   Act of 1980

             CERCLA established a regulatory and remedial program intended to
   provide for the investigation and cleanup of facilities from which there
   has been, or is threatened, a release of any hazardous substance into the
   environment. CERCLA's primary mechanism for remedying such problems is to
   impose strict joint and several liability for cleanup of facilities on
   current owners and operators of the site, former owners and operators of
   the site at the time of the disposal of the hazardous substances, as well
   as the generators of the hazardous substances and the transporters who
   arranged for disposal or transportation of the hazardous substances. The
   costs of CERCLA investigation and cleanup can be very substantial.
   Liability under CERCLA does not depend upon the existence or disposal of
   "hazardous waste" as defined by RCRA, but can also be founded upon the
   existence of even very small amounts of the more than 700 "hazardous
   substances" listed by the EPA, many of which can be found in household
   waste. If the Company were to be found to be a responsible party for a
   CERCLA cleanup, the enforcing agency could hold the Company, or any other
   generator, transporter or the owner or operator of the facility,
   completely responsible for all investigative and remedial costs even if
   others may also be liable. CERCLA also authorizes the imposition of a lien
   in favor of the United States upon all real property subject to, or
   affected by, a remedial action for all costs for which a party is liable.
   CERCLA provides a responsible party with the right to bring legal action
   against other responsible parties for their allocable share of
   investigative and remedial costs. The Company's ability to get others to
   reimburse it for their allocable share of such costs would be limited by
   the Company's ability to find other responsible parties and prove the
   extent of their responsibility and by the financial resources of such
   other parties. 

             CERCLA requires the EPA to establish an NPL of sites at which
   hazardous substances have been or are threatened to be released into the
   environment and which require investigation or cleanup. As one of the
   sellers' conditions to the Company's March 1993 acquisition of the
   Superior Glacier Ridge landfill, Superior was required to accept the
   transfer of an adjacent closed landfill listed on the NPL. 

        The Clean Air Act

             The Clean Air Act provides for regulation, through state
   implementation of federal requirements, of the emission of air pollutants
   from certain landfills based upon the date of the landfill construction
   and volume per year of emissions of regulated pollutants. The EPA has
   proposed new source performance standards regulating air emissions of
   certain regulated pollutants (methane and non-methane organic compounds)
   from municipal solid waste landfills. Landfills located in areas with air
   pollution problems may be subject to even more extensive air pollution
   controls and emission limitations. In addition, the EPA has issued
   standards regulating the disposal of asbestos containing materials. 

             Some of the federal statutes described above contain provisions
   authorizing, under certain circumstances, the institution of lawsuits by
   private citizens to enforce the provisions of the statutes. 

        The Occupational Safety and Health Act of 1970

             The Occupational Safety and Health Act of 1970, as amended
   ("OSHA"), authorizes the Occupational Safety and Health Administration to
   promulgate occupational safety and health standards. Various of those pro-
   mulgated standards, including standards for notices of hazards, safety in
   excavation and the handling of asbestos, may apply to certain of the
   Company's operations. OSHA regulations set forth requirements for the
   training of employees handling, or who may be exposed in the workplace to,
   concentrations of asbestos-containing materials that exceed specified
   action levels. The OSHA regulations also set standards for employee
   protection, including medical surveillance, the use of respirators,
   protective clothing and decontamination units, during asbestos demolition,
   removal or encapsulation as well as its storage, transportation and
   disposal. In addition, OSHA specifies a maximum permissible exposure level
   for airborne asbestos in the workplace. The Company has no direct
   involvement in asbestos removal or abatement projects. However, asbestos-
   containing waste materials are accepted at certain of the Company's
   landfills that are authorized to accept such materials, and some of the
   Company's collection businesses receive asbestos-containing waste
   materials which have already been packaged and labeled. These packages are
   loaded onto the Company's vehicles by employees of the asbestos abatement
   contractors for transportation to and disposal at the Company's authorized
   landfills. Accordingly, OSHA regulations designed to minimize employees'
   exposure to airborne asbestos fibers and provide employees with proper
   training and protection generally apply to the Company's operations in the
   transportation and handling of the asbestos waste. The Company's employees
   are trained to respond appropriately in the event there is an accidental
   spill or release of the packaged asbestos-containing materials during
   transportation or landfill disposal. 

        State and Local Regulations

             Each state in which the Company currently operates, or may
   operate in the future, has laws and regulations governing the generation,
   storage, treatment, handling, transportation and disposal of solid and
   hazardous waste, water and air pollution and, in most cases, the siting,
   design, operation, maintenance, closure and post-closure maintenance of
   landfills and other solid and hazardous waste management facilities. In
   addition, many states including Wisconsin, Missouri and Minnesota, have
   programs that require investigation and clean up of sites containing
   hazardous materials in a manner comparable to CERCLA. These statutes
   impose requirements for investigation and cleanup of contaminated sites
   and liability for costs and damages associated with such sites, and some pro-
   vide for the imposition of liens on property owned by responsible parties.
   Furthermore, many municipalities also have ordinances, local laws and
   regulations affecting the Company's operations. These include zoning and
   health measures that limit solid waste management activities to specified
   sites or activities. In the past, municipalities have enacted flow control
   provisions that direct the delivery of solid wastes to specific
   facilities, or ban or otherwise restrict the movement of solid wastes
   into, or out of, a municipality or state. While such measures have been
   previously held to be unconstitutional by the United States Supreme Court,
   there are several bills were proposed in previous sessions of Congress
   which, if enacted as law, would authorize states or municipalities to
   impose some form of flow control. Any such legislation could limit the
   Company's ability to route waste in the most profitable manner. Currently,
   the only flow control provisions applicable to the Company's operations
   are "designation ordinances" enacted by several counties in the
   metropolitan Minneapolis-St. Paul area which mandate that most municipal
   solid wastes generated in those counties must be disposed of at facilities
   owned and operated by the counties. These ordinances, which have recently
   been declared to be unconstitutional by the Federal District Court,
   restrict the transportation of certain wastes from the Minneapolis-St.
   Paul area to the Company's FCR landfill in Buffalo, Minnesota. 

             The permits or other land use approvals with respect to a
   landfill, as well as state or local laws and regulations, may (i) limit a
   landfill to accepting waste that originates from a specified geographic
   area; (ii) specify the quantity of waste that may be accepted at the
   landfill during a given time period; and/or (iii) specify the types of
   waste that may be accepted at the landfill. Once an operating permit for a
   landfill is obtained, it is generally necessary to renew the permit
   periodically. 

             There has been an increasing trend at the state and local level
   to mandate and encourage waste reduction at the source and to provide
   waste recycling and limit or prohibit the disposal of certain types of
   solid wastes, such as yard wastes, in landfills. The Wisconsin solid waste
   laws, for example, have for several years prohibited the landfilling of
   lead acid batteries, major appliances, waste oil and yard waste. On
   January 1, 1995, Wisconsin substantially limited the landfilling of
   certain plastic, aluminum, glass and steel containers, newsprint and
   magazines, foam polystyrene packaging, office paper and waste tires. The
   enactment of regulations reducing the volume and types of wastes available
   for transport to and disposal in landfills has reduced the volume of waste
   disposed of by the Company's continuing customers. The Company has
   responded to these trends by increasing its emphasis on providing
   recycling services to its customers. 

   Item 2.   Property

             The Company owns solid waste landfills, solid waste collection
   operations, recycling facilities, solid waste transfer facilities, a TSF
   and other operating facilities in Wisconsin, Missouri, Illinois, Michigan
   and Minnesota. The Company leases its executive offices in suburban
   Milwaukee under a lease expiring in 1998. The Company also leases an
   office in Fond du Lac, Wisconsin under a seven-year lease and leases
   several other offices and truck maintenance facilities, each under short
   term leases of one year or less.  The Company also leases approximately
   125 acres of property occupied by its Superior Oak Ridge landfill in
   Ballwin, Missouri.  See - "Superior Oak Ridge Landfill."  All of the real
   estate owned by the Company provides collateral for the Company's
   revolving bank credit facility. See Note 6 of Notes to Consolidated
   Financial Statements. The Company believes that its existing facilities
   are generally adequate for its current needs and requirements. 

             The Company has numerous waste collection vehicles, trucks and
   other equipment used in the removal, transportation and disposal of
   wastewater biosolids and numerous bulldozers, compactors, earthmovers and
   related heavy equipment and vehicles used in landfill operations. 

   Item 3.   Legal Proceedings

             In January 1994, two of the Company's subsidiaries were named by
   the Wisconsin Department of Natural Resources ("WDNR") as potentially
   responsible parties ("PRPs") as a result of their use of a closed
   landfill.  The closed landfill was identified by the WDNR to have caused
   groundwater contamination, including the contamination or potential
   contamination of local drinking water wells.  The Company's subsidiaries,
   along with most of the other PRPs, agreed to a settlement with the WDNR,
   which was approved by the United States District Court in August 1996.  In
   addition, the subsidiaries were named as defendants in a suit commenced in
   state court by a group of residents living in the vicinity of the landfill
   which suit alleged that private drinking water wells have been
   contaminated by the release of pollutants from the site. In 1996, the
   subsidiaries and most of the other defendants in the private party lawsuit
   agreed to the terms of a settlement with the plaintiffs.  The settlements
   with the WDNR and the plaintiffs in the private lawsuit resolve  the
   subsidiaries' liability relating to the site.  The subsidiaries' general
   liability insurance carriers which provided coverage during the relevant
   periods and the former shareholders of the subsidiaries paid the full
   amount of the subsidiaries' share of the settlements.

             In connection with its acquisition of the Superior Glacier Ridge
   landfill in March 1993, the Company was required by the seller to accept
   the transfer of an adjacent closed landfill that is listed on the National
   Priority List ("NPL"). A remedial investigation performed by the PRPs
   (including the Company) has determined the scope and nature of the con-
   tamination at the site and the PRPs have submitted a feasibility study to
   the United States Environmental Protection Agency ("EPA") and WDNR which
   describes the alternatives for remediating the associated groundwater
   contamination. The WDNR has formally approved the remedial alternative
   recommended by the PRPs which calls for the installation of two to four
   additional gas extraction wells (which would be connected to the existing
   gas extraction system at the site) and continued groundwater monitoring.
   As of December 31, 1996, the estimated one-time capital cost for the
   additional extraction wells was $107,000, and the estimated annual
   operating, maintenance and monitoring costs for the new extraction wells,
   the landfill cap, the existing gas extraction system and groundwater
   monitoring system was $90,000. The operating duration of the proposed
   remedial actions is uncertain, but could be 30 years or longer. In
   December 1995, the Company entered into a settlement agreement with
   certain of the PRPs which allocates the costs of the remediation. Since
   December 1995, certain other PRP's have joined into the settlement
   agreement.  Under the settlement agreement two generator PRPs agreed to
   contribute a total of 38% of future costs for remedial action and the
   annual operating, maintenance, and monitoring costs related to the site.
   Additional generator PRPs may join in the settlement agreement, which
   would further reduce the share of costs allocated to the former owners of
   the closed landfill. The seller of the Superior Glacier Ridge landfill has
   agreed to indemnify the Company against up to $2.8 million for any site
   liabilities, including the annual costs of operating, maintaining and
   monitoring the closed landfill and any costs that the Company may incur as
   a PRP. The seller's potential indemnification obligation is collateralized
   currently by 248,552 shares of Common Stock held in escrow. Additionally,
   the Company has established specific financial reserves which it believes
   are adequate to cover the estimate of the identified remediation costs
   which may exceed the amount indemnified. However, there can be no
   assurance that the Company's ultimate financial obligations related to
   this remediation will not exceed its reserves, which could have a material
   adverse effect on the Company's results of operations and financial
   condition.

             The Company's 1993 federal income tax return is currently the
   subject of an Internal Revenue Service audit.

             The Company is also a party to various legal proceedings arising
   in the ordinary course of its businesses. The Company believes that the
   ultimate resolution of these other matters will not have a material
   adverse effect on the Company's financial condition or results of
   operations. In the normal course of its businesses, and as a result of the
   extensive government regulation of the solid waste services industry, the
   Company may periodically become subject to various judicial and
   administrative proceedings involving federal, state or local governmental
   agencies. From time to time the Company also may be subjected to actions
   brought by citizens groups in connection with the permitting of landfills
   or transfer stations (see "Solid waste Disposal - Superior Glacier Ridge
   Landfill"), or alleging violations of the permits pursuant to which the
   Company operates. The Company also may be subject to claims for personal
   injury or property damage arising out of accidents involving its vehicles
   or at its facilities.

   Item 4.   Submission of Matters to a Vote of Security Holders

             No matters were submitted to a vote of the Company's
   shareholders during the fourth quarter of 1996.

                                     PART II

   Item 5.   Market for the Company's Common Equity and Related Stockholder
             Matters

             The Company's Common Stock is traded on the Nasdaq National
   Market under the symbol "SUPR".  The following table sets forth the range
   of high and low last sale prices for the Common Stock for the period from
   March 8, 1996, the date of its initial public stock offering, through
   December 31, 1996.  The prices below may reflect interday trading prices
   and may include intradealer prices without retail mark up, mark down, or
   commission and may not reflect actual transactions.


                                                   High        Low
   1996

   First quarter ended March 31, 1996 
     (from March 8, 1996)                            $15     $12 3/4
   Second quarter ended June 30, 1996                $19     $12 3/4
   Third quarter ended September 30, 1996        $17 3/4     $13 1/4
   Fourth quarter ended December 31, 1996        $20 1/2     $15 1/2


             At March 10, 1997, there were approximately 240 shareholders of
   record of the Company's common stock and, based on security position
   listings, the Company believes it has in excess of 2,800 beneficial
   owners.

             The Company has never paid cash dividends on its Common Stock
   and has no present intention to pay cash dividends.  In addition, the
   Company's credit facility prohibits the payment of cash dividends on its
   Common Stock.  It is the Company's intention to retain earnings to finance
   the expansion of its business.

   Item 6.   Selected Consolidated Financial and Operating Data

             The following table presents selected consolidated statement of
   operations, balance sheet and other operating data of the Company for the
   periods presented.  The following selected financial and operating data
   were derived from the Company's consolidated financial statements, which
   have been audited by Ernst & Young LLP, independent auditors.  The
   selected consolidated financial data below should be read in conjunction
   with the Company's audited consolidated financial statements and notes
   thereto at December 31, 1995 and 1996 and for the three years in the
   period ended December 31, 1996 and "Item 7.  Management's Discussion and
   Analysis of Financial Condition and Results of Operations."

   <TABLE>
   <CAPTION>
                                                                              Years ended December 31,(1)

                                                             1992        1993         1994         1995          1996
    Statement of Operations Data:                                       (in thousands, except per share amounts)

      <S>                                                   <C>         <C>          <C>          <C>          <C>        
      Revenues  . . . . . . . . . . . . . . . . . . . . . . $44,943     $67,304      $76,297      $92,592      $109,659

      Cost of Operations  . . . . . . . . . . . . . . . . .  28,430      39,262       46,417       49,133        57,187

      Selling, general and administrative expenses  . . . .   8,425      12,106       15,054       15,013        17,272

      Depreciation and amortization . . . . . . . . . . . .   4,131       6,180        9,488       12,704        15,511
                                                            --------    --------     --------     --------     --------
      Operating income from continuing operations . . . . .   3,957       9,756        5,338       15,742        19,689

      Interest expense  . . . . . . . . . . . . . . . . . .  (1,293)     (1,531)      (2,245)      (2,829)         (654)

      Other income  . . . . . . . . . . . . . . . . . . . .     165         228           27          610         1,017

      Income from continuing operations before income taxes   2,829       8,453        3,120       13,523        20,052

      Income taxes(2) . . . . . . . . . . . . . . . . . . .   1,431       3,343        1,389        5,609         8,271
                                                             -------     --------    --------     --------      ------- 
      Income from continuing operations(2)  . . . . . . . .   1,398       5,110        1,731        7,914        11,781

      Income (loss) from discontinued operations, net of 
        income tax(3) . . . . . . . . . . . . . . . . . . .     108          56       (5,735)        (329)           --
                                                              -------    --------     --------     --------      ------
      Net income (loss)(2)                                   $1,506      $5,166      $(4,004)      $7,585       $11,781
                                                              =======    ========     ========     ========      ======
      Earnings per share from continuing operations(2)        $0.18       $0.42        $0.13        $0.59         $0.72
                                                              =======    ========     ========     ========      ======
      Earnings (loss) per share(2)                            $0.19       $0.42       $(0.30)       $0.56         $0.72
                                                              =======    ========     ========     ========      ======
      Weighted average shares outstanding . . . . . . . . .   7,921      12,213       13,534       13,474        16,444

    Other Operating Data:

      EBITDA(4) . . . . . . . . . . . . . . . . . . . . . .  $8,088     $15,936      $14,826      $28,446       $35,200

                                                                                 December 31,
<CAPTION>
                                                               1992        1993         1994         1995          1996

    Balance Sheet Data:                                                         (in thousands)

      <S>                                                    <C>         <C>          <C>          <C>          <C>         
      Cash and cash equivalents . . . . . . . . . . . . . .    $971      $3,022       $2,034       $1,373       $16,389

      Working capital (deficiency)  . . . . . . . . . . . .  (4,391)      8,906       12,818        4,710        17,026

      Property and equipment, net . . . . . . . . . . . . .  31,259      76,546       80,592       81,026       106,960

      Total assets  . . . . . . . . . . . . . . . . . . . .  47,273     116,398      126,785      122,763       175,806

      Long-term debt, net of current maturities . . . . . .  10,382      27,388       35,794       20,168         1,388

      Series A convertible preferred stock  . . . . . . . .     ---      15,000       15,000       15,000           ---

      Total common shareholders' investment . . . . . . . .   8,185      32,922       29,331       36,002       103,868
   ____________
   (1)  All financial data for periods ending prior to and on December 31,
        1994 have been restated to reflect separately the results of
        discontinued operations.

   (2)  Substantially all of the Company's predecessors were S Corporations
        for federal and state income tax purposes through December 31, 1992. 
        As a result, the responsibility for the Company's income taxes for
        1992 was passed through to its shareholders rather than being a
        corporate responsibility.  Income taxes, income from continuing
        operations, net income and earnings per share for 1992 reflect income
        tax expense on a pro forma basis as if the Company was a C
        Corporation.

   (3)  Includes estimated losses on disposition of discontinued operations,
        net of income taxes of $5,042,000 and $329,000 for 1994 and 1995,
        respectively.

   (4)  EBITDA is defined as operating income from continuing operations,
        plus depreciation and amortization.

   </TABLE>


   Item 7.   Management's Discussion and Analysis of Financial Condition 
             and Results of Operations.

   General

             Superior provides solid waste collection, transfer, recycling
   and disposal services to customers primarily in Wisconsin and also in
   parts of Minnesota, Illinois, Iowa, Michigan and Missouri.  The Company
   also provides other integrated waste services, most of which are
   project-based and many of which provide additional waste volumes to the
   Company's landfills and recycling facilities.  As of December 31, 1996,
   solid waste operations consisted of seven Company-owned solid waste
   landfills, three managed third party landfills, twenty three solid waste
   collection operations, eleven recycling facilities and seven solid waste
   transfer stations.

             As described more fully below, revenues for the periods
   presented were comprised of fees received for the following services:



                                        1994        1995        1996

   Collection                            54%         48%         45%
   Disposal                              18%         16%         22%
   Recycling                              5%         15%         13%
   Other integrated waste services       23%         21%         20%
                                       -----       -----       -----
                                        100%        100%        100%
                                       =====       =====       =====

             The Company's strategy for future revenue growth anticipates an
   accelerated acquisition program and continued internal growth. 

   Results of Operations

        Overview

             In 1996, revenues increased 18.4% to $109.7 million compared to
   $92.6 million in 1995 due primarily to increased volumes of waste received
   at the Company's landfills.  Income from continuing operations increased
   48.9% to $11.8 million in 1996 from $7.9 million in 1995.  Earnings per
   share from continuing operations increased 22.0% to $0.72 for 1996 from
   $0.59 per share for 1995.  The weighted average number of common and
   common equivalent shares outstanding were 16.4 million for 1996 and 13.5
   million for 1995. 

             The following table sets forth for the years indicated the
   percentage of revenues represented by the individual line items reflected
   in the Company's condensed consolidated statements of operations:

   <TABLE>
   <CAPTION>

                                                                                                        Period-to-Period
                                                         Percentage Relationship                            Change
                                                           to Total Revenues                              Years Ended
                                                          Years Ended December 31,                        December 31,

                                                                                                   1995 vs.       1996 vs.
                                                        1994           1995           1996           1994           1995
    <S>                                                <C>            <C>            <C>          <C>            <C>
    Revenues                                           100.0%         100.0%         100.0%          21.4%        18.4%

    Cost of operations                                   60.9           53.1           52.1           5.8%        16.4%
 
    Selling, general and administrative expenses         19.7           16.2           15.8           0.0%        15.0%

    Depreciation and amortization                        12.4           13.7           14.1          33.9%        22.1%
                                                         ----           ----           ----          ----         ----    
    Operating income from continuing operations           7.0           17.0           18.0         195.0%        25.1%

    Interest expense                                     (2.9)          (3.0)          (0.6)         26.0%       (76.9%)

    Other income                                           --            0.6            0.9       2,159.2%        66.7%
                                                         ----           ----           ----       --------        -----
    Income from continuing operations before              4.1           14.6           18.3         333.4%        48.3%
    income taxes

    Income taxes                                          1.8            6.1            7.6         303.8%        47.5%
                                                         ----           ----          -----        -------        -----

    Income from continuing operations                    2.3%           8.5%          10.7%         357.1%        48.9%
                                                         ====           ====          =====        =======        ===== 
        Revenues

   </TABLE>


             Revenues increased approximately $17.1 million, or 18.4%, to
   $109.7 million in 1996 from $92.6 million in 1995. This increase was
   attributable  primarily to a 66.6% increase in volumes of wastes collected
   and disposed at the Company's landfills.  Revenues for 1996 compared to
   1995 increased $7.6 million from the impact of businesses acquired.  These
   increases were achieved despite a decrease of $3.8 million in revenues
   from recyclable waste paper sales for 1996 compared to 1995.  Daily
   disposal volume at the Company's landfills rose to an average of almost
   6,400 tons per day in 1996 compared to an average of 3,800 tons per day in
   1995.  The higher landfill volume was the result of increased volumes
   received from a disposal contract for a customer's Milwaukee collection
   operations, increased volumes of special waste streams from the Company's
   project-driven other integrated waste services, increased third party
   disposal volume and higher solid waste volumes from its collection
   operations.  The Company expects to continue to increase disposal volumes
   in 1997, but at a somewhat slower rate of growth.

             The $3.8 million decrease in revenues in 1996 from sales of
   recyclable waste paper products was comprised of an over $5.6 million
   decrease in recycling revenues resulting from a 66% decline in prices
   received for these products compared to 1995, partially offset by a 28%
   increase in volumes of recyclable waste paper products processed and sold
   in 1996 compared to 1995.   The resale prices of, and demand for,
   recyclable waste products, particularly wastepaper, can be volatile and
   subject to changing market conditions.  The Company believes that the
   adverse effects of the significant decline in recyclable waste paper
   products will mitigate in 1997 since average resale prices are expected to
   be similar to 1996 levels.  The Company's recycling operations remained
   profitable 1996 due to the Company's floor-pricing arrangement with a
   national paper company coupled with the cost effectiveness of the
   Company's processing facilities and fees received for providing recyclable
   waste collection services to its customers.  Recycling as a percentage of
   total revenue decreased to 13% in 1996 from 15% in 1995 as a result of the
   decreased prices received for recyclable waste paper products.  An
   increase in disposal revenue as a percentage of total revenue from 16% in
   1995 to 22% in 1996 should result in a more stable revenue base less
   affected by changing market conditions for recyclables.

             The Company acquired businesses with expected annualized
   revenues of approximately $21 million during the course of 1996, with the
   majority of the businesses acquired in late third quarter and early fourth
   quarter.  The Company expects its revenues and income from operations to
   increase in 1997 in comparison to those reported historically as a result
   of the consummation of these transactions.

             Revenues increased approximately $16.3 million, or 21.4%, to
   $92.6 million in 1995 from $76.3 million in 1994. This increase was
   attributable primarily to the impact of businesses acquired, a significant
   increase in the volumes and prices received for recyclable waste products,
   primarily wastepaper, the opening of the Superior Emerald Park landfill in
   November 1994, the impact of increased collection and disposal volumes
   resulting from new municipal and commercial contracts, and price increases
   for the Company's environmental remediation and wastewater biosolids project-
   related services resulting from its implementation of an improved job
   costing system.

        Cost of Operations

             Cost of operations increased $8.1 million, or 16.4% for 1996
   compared to 1995.  As a percentage of revenues, cost of operations
   improved to 52.1% from 53.1% in 1995.  The decrease in cost of operations
   as a percentage of revenues resulted primarily from cost efficiencies
   generated from vertical expansions at two of the Company's landfills.  The
   increase in the dollar amount of cost of operations was primarily
   attributable to the costs of collecting and disposing of the increased
   volumes of wastes received from additional products and services provided
   to new customers, including the operation of the new businesses acquired
   after January 1, 1996.

             Cost of operations increased $2.7 million, or 5.8%, for 1995
   compared to 1994.  As a percentage of revenues, cost of operations
   improved to 53.1% in 1995 from 60.9% in 1994.  This improvement was the
   result of the sale of non-profitable operations, cost controls including
   the Company's full implementation of its improved job costing system used
   to manage its project-based other integrated waste services, a change in
   the mix of project-related other integrated waste services to higher
   margin services and new customer contracts. 

        Selling, General and Administrative Expense ("SG&A")

             SG&A increased $2.3 million, or 15.0%, for 1996 compared to
   1995.  As a percentage of revenues, SG&A decreased to 15.8% in 1996  from
   16.2% in 1995.  The percentage decline in SG&A was due to the significant
   increase in disposal revenues without a need to correspondingly increase
   SG&A support functions.  While SG&A decreased as a percentage of revenues,
   the actual dollars increased primarily due to increased costs for
   personnel necessary to support the Company's acquisition program and to
   service new customers, including those associated with the businesses
   acquired.

             SG&A remained constant at $15.0 million in both 1995 and 1994,
   and decreased as a percentage of revenues to 16.2% in 1995 from 19.7% in
   1994. The percentage decline in SG&A was due to cost and workforce
   reductions and operational consolidations.

        Depreciation and Amortization

             Depreciation and amortization increased $2.8 million, or 22.1%,
   for 1996 compared to 1995, primarily as a result of increased landfill
   depletion costs and increased depreciation costs of the additional assets
   and businesses acquired.  As a percentage of revenues, depreciation and
   amortization increased to 14.1% in 1996 compared to 13.7% in 1995,
   reflecting the increase in disposal revenue as a percentage of total
   revenue which resulted in additional depletion costs, and also the
   depreciation and amortization of the additional assets of businesses
   acquired.

             Depreciation and amortization increased by $3.2 million, or
   33.9%, for 1995 compared to 1994 primarily as a result of the full year
   effect of airspace depletion at the Superior Emerald Park and Superior FCR
   landfill sites and the depreciation and amortization of the additional
   assets of businesses acquired during 1994 and 1995.

        Interest Expense

             Interest expense decreased $2.2 million, or 76.9%, for 1996
   compared to 1995. Interest expense as a percentage of revenues was 0.6% in
   1996 compared to 3.0% in 1995.  The reduction in interest expense was due
   to the application of a portion of the net proceeds from the Company's
   March 1996 initial public offering to repay indebtedness.  Additionally,
   the Company benefitted from a lower overall interest rate on outstanding
   borrowings in 1996 as a result of the successful renegotiation of its
   revolving credit agreement in December 1995.

             Interest expense increased $584,000 to $2.8 million in 1995 from
   $2.2 million in 1994. Interest expense as a percentage of revenues was
   3.0% in 1995 compared to 2.9% in 1994.  This increase was due to higher
   interest rates paid by the Company on its outstanding indebtedness, the
   allocation of interest expense to its discontinued operations in 1994 and
   the capitalization of $332,000 of interest during the 1994 construction
   phase of its Emerald Park landfill.

        Income Taxes

             The Company's effective tax rate decreased to 41.2% for 1996
   compared to 41.5% in 1995 and 44.5% in 1994.  The decreases were primarily
   the result of increased earnings which reduced the impact of the non-
   deductible amortization of intangibles related to businesses acquired.

   Liquidity and Capital Resources

             In March 1996, the Company completed an initial public offering
   in which it issued 3,532,500 shares of Common Stock at a price of $11.50
   per share.  The $37.2 million of net proceeds to the Company from this
   offering after deduction of underwriting discounts and commissions and
   other offering expenses were used to reduce outstanding debt by $17.1
   million.  The remainder of the net proceeds has been and will continue to
   be used for potential future acquisitions, capital expenditures and
   working capital.  The Company's balance sheet at December 31, 1996
   reflected approximately $16.4 million in cash and cash equivalents
   compared to $1.4 million at December 31, 1995.  Pending specific
   application, the Company has invested the unused net proceeds in
   short-term interest bearing securities.

             At December 31, 1996, the Company had approximately $2.6 million
   of long-term and short-term borrowings outstanding and approximately $2.3
   million in letters of credit.  At December 31, 1996, the ratio of the
   Company's long-term debt to total capitalization was 1.3% compared to
   28.3% at December 31, 1995.  The reduction was attributable to the use of
   the net proceeds from the March 1996 public offering and net cash flow
   from operations applied to further reduce outstanding indebtedness.

             Superior's principal strategy for future growth is through the
   acquisition of additional solid waste disposal and collection operations. 
   During 1996, the Company acquired twelve solid waste businesses, including
   two landfills.  The Company also acquired the remaining 50% equity
   interest in a joint venture owned by a subsidiary of the Company. 
   Consideration for these acquisitions was $15.3 million in cash (net of
   cash acquired), $8.3 million in future payments or notes payable, and
   114,381 shares of Common Stock.  Although there can be no assurance that
   the Company will be able to complete successfully any acquisitions, the
   Company intends to fund any such future acquisitions through the use of
   cash, capital stock, assumption of indebtedness, future royalties and/or
   contingent payments.  The cash required to fund any future acquisitions
   will likely be provided from one or more of the following sources: 
   existing cash balances, cash flow from operations and/or borrowings under
   the Company's revolving credit facility.  Substantially all of the $50
   million facility was available at December 31, 1996.  The revolving credit
   facility requires the Company to maintain certain financial ratios and
   satisfy other requirements, including a prohibition on the payment of cash
   dividends.  Availability under this facility is based on the Company's
   liquidity, cash flow and leverage.  Interest is payable monthly based on
   the agent bank's base rate or quarterly based on a Eurodollar borrowing
   rate, depending upon how advances are drawn, plus a margin.  The facility
   was increased to $110 million in March, 1997, and matures in March, 2002.

             Capital expenditures for 1997 currently are expected to be
   approximately $18 million compared to $16.5 million in 1996, which amounts
   are primarily allocated to continued spending for landfill expansions. The
   Company intends to fund future capital expenditures principally through
   internally generated funds and, to a lesser extent, equipment lease
   financing.  In addition, the Company also anticipates that it may require
   substantial additional capital expenditures to facilitate its growth
   strategy of acquiring additional solid waste collection and disposal
   businesses.  If the Company is successful in acquiring additional landfill
   disposal facilities, the Company may also be required to make significant
   expenditures to bring any such newly acquired disposal facilities into
   compliance with applicable regulatory requirements, obtain permits for any
   such newly acquired disposal facilities or expand the available disposal
   capacity at any such newly acquired disposal facilities.  The amount of
   these expenditures cannot be currently determined, since they will depend
   on the nature and extent of any acquired landfill disposal facilities, the
   condition of any facilities acquired and the permitting status of any
   acquired sites.  In the past, the Company has been able to obtain other
   types of financing arrangements, such as equipment lease financing, to
   fund its various capital requirements.  The Company believes it can
   readily access such additional sources of financing as necessary to
   facilitate the Company's growth.

             The Company also has material financial obligations relating to
   closure and post-closure costs or remediation of disposal facilities it
   operates or for which it is or may become responsible.  While the precise
   amounts of these future obligations cannot be determined, at December 31,
   1996, the Company estimated the total costs (on a current dollar as
   opposed to a discounted present value basis) to be approximately $46
   million for final closure of its operating facilities and post closure
   monitoring costs pursuant to applicable regulations (generally for a term
   of 30 to 40 years after final closure), as well as ongoing remediation. 
   At December 31, 1996, the Company had accrued $28.1 million for such
   projected costs.  The Company will provide additional accruals based on
   engineering estimates of consumption of permitted landfill airspace over
   the useful lives of its landfills.  At December 31, 1996, the Company
   satisfied its financial assurance obligations to various regulatory
   agencies for facilities closure and post-closure obligations, in
   Wisconsin, through an environmental protection program underwritten by a
   large insurance carrier, in Minnesota, through the use of trust funds on
   deposit and, in Missouri, through the use of a corporate guarantee.

             Net cash provided by operations for the year ended December 31,
   1996 increased to $29.8 million from $25.7 million during 1995.  The
   increase was primarily due to the $4.2 million increase in net income as
   well as the increase in depreciation and amortization, a noncash expense,
   of $2.8 million between 1995 and 1996.

             Net cash used in investing activities for the year ended
   December 31, 1996 increased to $31.5 million from $9.0 million for the
   year ended December 31, 1995.  The increase was primarily due to $15.3
   million of net cash payments for businesses acquired in 1996 compared to
   $1.7 million in 1995.  Purchases of property and equipment increased $5.0
   million to $16.5 million for 1996, primarily due to landfill expansions. 
   The increase was also due to the absence in 1996 of $4.3 million proceeds
   from the 1995 sale of assets of discontinued operations.

             Proceeds from the sale of assets of discontinued operations in
   1996 were $562,000.

             Net cash provided by financing activities in the year ended
   December 31, 1996 totaled $16.8 million compared to net cash used in
   financing activities of $17.4 million in the year ended December 31, 1995. 
   This increase reflected the receipt of $37.2 million in net proceeds from
   the initial public offering of the Company's stock in March 1996, a
   significant portion of which was used to reduce the Company's outstanding
   debt.

   Quarterly Results

        The following table presents the Company's unaudited consolidated
   quarterly results and the percentages of revenues represented by the
   individual line items reflected in the Company's consolidated statements
   of operations for each of the four quarters in the years ended December
   31, 1996 and December 31, 1995.  This information has been presented on
   the same basis as the Company's audited consolidated financial statements
   and, in the Company's opinion, contains all necessary adjustments
   (consisting only of normal recurring accruals) to present fairly the
   Company's unaudited quarterly results when read in conjunction with the
   Company's audited consolidated financial statements and notes thereto. 
   These interim operating results, however, are not necessarily indicative
   of the Company's results for any future period.

   <TABLE>
   <CAPTION>    
                                                                             Three months ended

                                                  March 31,              June 30,           September 30,        December 31,
                                                    1996                   1996                  1996                1996

                                                                (dollars in thousands, except per share data)
    <S>                                    <C>         <C>        <C>          <C>      <C>        <C>       <C>       <C>  
    Revenues                               $22,315     100.0%     $26,553      100.0%   $29,719    100.0%    $31,072   100.0%

    Expenses:
      Cost of operations                    12,378       55.4      13,646        51.4    14,887      50.1     16,276     52.4
      Selling, general and administrative    4,060       18.2       4,005        15.1     4,363      14.7      4,844     15.6
         expenses
      Depreciation and amortization          3,432       15.4       3,900        14.7     3,853      13.0      4,326     13.9
                                           -------      -----      ------       -----    ------     -----     ------    -----
    Operating income from continuing         2,445       11.0       5,002        18.8     6,616      22.3      5,626     18.1
      operations

    Other income:
      Interest expense                        (390)      (1.8)        (78)       (0.3)      (69)     (0.2)      (117)    (0.4)
      Other income                             268        1.2         234         0.9       314       1.0        201      0.6
                                            ------       -----      ------      ------    ------    ------     ------   -----
    Income from continuing operations        2,323       10.4       5,158        19.4     6,861      23.1      5,710     18.4
    before income taxes

    Income taxes                               958        4.3       2,128         8.0     2,830       9.5      2,355      7.6
                                            ------       -----      ------      ------    ------    ------     ------   -----
    Net income                              $1,365       6.1%      $3,030       11.4%    $4,031     13.6%      3,355    10.8%
                                            ======       =====      ======      ======    ======    ======     ======   =====
    Earnings per share                       $0.10                  $0,18                 $0.24                $0.19
                                            ======                  ======                ======               ======

   </TABLE>
   <PAGE>

   <TABLE>
   <CAPTION>

                                                                              Three months ended

                                                  March 31,             June 30,             September 30,        December 31,
                                                    1995                  1995                   1995                 1995

                                                                (dollars in thousands, except per share data)
    <S>                                    <C>        <C>        <C>          <C>       <C>          <C>      <C>      <C>
    Revenues                               $20,341    100.0%     $23,745      100.0%    $25,076      100.0%   $23,430  100.0%

    Expenses:
      Cost of operations                    11,259      55.4      12,277        51.7     12,719        50.7    12,878    55.0
      Selling, general and administrative    3,643      17.9       3,556        15.0      3,886        15.5     3,928    16.8
         expenses
      Depreciation and amortization          2,776      13.6       3,235        13.6      3,338        13.3     3,355    14.3
                                           -------   -------     -------       -----    -------       -----     -----   -----
    Operating income from continuing         2,663      13.1       4,677        19.7      5,133        20.5     3,269    13.9
    operations

    Other income:
      Interest expense                        (851)     (4.2)       (799)       (3.4)      (637)       (2.5)     (542)   (2.3)
      Other income                             423       2.1         (59)       (0.2)        93         0.3       153     0.7
                                           -------   -------     -------        -----    ------       -----     -----    -----
    Income from continuing operations        2,235      11.0       3,819        16.1      4,589        18.3     2,880    12.3
    before income taxes

    Income taxes                               944       4.6       1,577         6.6      1,886         7.5     1,202     5.1
                                           -------   -------     -------        -----     -----       -----     -----    ----- 

    Income from continuing operations        1,291       6.4       2,242         9.5      2,703        10.8     1,678     7.2

    Income (loss) from discontinued              
    operations, net of income tax                5        --          12          --       (138)       (0.6)     (208)   (0.9)
                                           -------    -------     -------       ------    ------      ------    ------   ----- 
    Net income                              $1,296      6.4%      $2,254        9.5%     $2,565       10.2%    $1,470    6.3%
                                           =======    =======     =======       ======    ======      ======   =======   =====
    Earnings per share from continuing        
    operations                                $.09                 $0.17                  $0.20                 $0.13
                                           =======                 ======                 ======                ======

    Earnings per share                        $.09                 $0.17                  $0.19                 $0.11
                                           =======                 ======                 ======                ======    
 </TABLE>

   Seasonality

             The Company's results of operations tend to vary seasonally,
   with the first quarter of the year typically generating the least amount
   of revenues, and with revenues higher in the second and third quarters,
   followed by a decline in the fourth quarter.  This seasonality reflects
   the lower volume of waste, as well as decreased revenues from
   project-based and other integrated waste services during the fall and
   winter months, as well as, the operating difficulties experienced during
   the protracted periods of cold and inclement weather typically experienced
   during the winter in the Upper Midwest.  Revenues increased during the
   fourth quarter of 1996 compared to the third quarter due to the revenue
   from acquisitions closed by the Company at the end of the third quarter
   and the beginning of the fourth quarter, masking somewhat the effect of
   seasonality.  Also, certain operating and other fixed costs remain
   relatively constant throughout the calendar year, resulting in a similar
   seasonality of operating income.

   Item 8.   Financial Statements and Supplementary Data

   Report of Ernst & Young LLP, Independent Auditors

   The Board of Directors 
   Superior Services, Inc.

   We have audited the accompanying consolidated balance sheets of Superior
   Services, Inc. (the Company) as of December 31, 1995 and 1996, and the
   related consolidated statements of operations, shareholders' investment
   and cash flows for each of the three years in the period ended December
   31, 1996. Our audits also include the financial statement schedules listed
   in the Index at Item (14a). These financial statements and schedules are
   the responsibility of the Company's management. Our responsibility is to
   express an opinion on these financial statements and schedules based on
   our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards. Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are
   free of material misstatement. An audit includes examining, on a test
   basis, evidence supporting the amounts and disclosures in the financial
   statements. An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation. We believe that our audits
   provide a reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above
   present fairly, in all material respects, the consolidated financial
   position of the Company at December 31, 1995 and 1996, and the
   consolidated results of its operations and its cash flows for each of the
   three years in the period ended December 31, 1996, in conformity with
   generally accepted accounting principles. Also, in our opinion, the
   related financial statement schedules, when considered in relation to the
   basic financial statements taken as a whole, present fairly in all
   material respects the information set forth therein.


   ERNST & YOUNG LLP

   Milwaukee, Wisconsin
   January 31, 1997

   <PAGE>

                             Superior Services, Inc.

                           Consolidated Balance Sheets


                                                      December 31
                                                  1995           1996
                                            (In Thousands, Except Share 
                                               and Per Share amounts)
   
   Assets
   Current assets:
     Cash and cash equivalents                   $1,373        $16,389
     Trade accounts receivable                   14,518         18,339
     Prepaid expenses and other 
       current assets                             2,286          2,750
     Net assets of discontinued 
       operations                                   849             --
                                                 ------         ------
   Total current assets                          19,566         37,478
   Property and equipment, net                   81,026        106,960
   Restricted funds held in trust                 7,009          8,035
   Other assets                                   4,202          3,994
   Intangible assets, net                        10,960         19,339
                                                 ------         ------
   Total assets                                $122,763       $175,806
                                                =======        =======

   Liabilities and shareholders' 
     investment
   Current liabilities:
     Current maturities of long-term 
       debt                                      $3,251         $1,253
     Trade accounts payable                       4,737          6,305
     Accrued payroll and related 
       expenses                                   2,329          3,127
     Other accrued expenses                       3,494          9,537
     Accrued income taxes                         1,045            230
                                                 ------         ------
   Total current liabilities                     14,856         20,452

   Long-term debt, net of current 
     maturities                                  20,168          1,388
   Disposal site closure and long-term 
     care obligation                             20,079         28,054
   Deferred income taxes                         11,581         11,215
   Other liabilities                              5,077         10,829

   Commitments and contingencies 
     (Note 10)

   Convertible preferred stock, 
     $.01 par value; 500,000 shares 
     authorized; 311,789 issued and 
     outstanding in 1995; none 
     outstanding in 1996                         15,000             --

   Shareholders' investment:
   Common stock, $.01 par value;
     100,000,000 shares authorized; 
     9,886,815 and 17,021,449 issued 
     and outstanding in 1995 and 1996,
     respectively
       Additional paid-in capital                    99            170
       Retained earnings                         24,001         80,015
   Total shareholders' investment                11,902         23,683
                                                 ------         ------
   Total liabilities and shareholders' 
     investment                                  36,002        103,868
                                                 ------         ------
                                               $122,763       $175,806
                                                =======        =======

   The accompanying notes are an integral part of these financial statements.

                             Superior Services, Inc.

                      Consolidated Statements of Operations

                                                  Year ended December 31
                                                 1994         1995       1996

                                             (In Thousands, Except Share and
                                                    Per Share amounts)

    Revenues                                    $76,297     $92,592    $109,659
    Expenses:
    Cost of operations                           46,417      49,133      57,187
    Selling, general and administrative
     expenses                                    15,054      15,013      17,272
    Depreciation and amortization                 9,488      12,704      15,511
                                                 ------      ------      ------
                                                 70,959      76,850      89,970
                                                 ------      ------      ------
    Operating income from continuing                               
      operations                                  5,338      15,742      19,689


    Other income (expense):
    Interest expense                             (2,245)     (2,829)       (654)
    Other income                                     27         610       1,017
                                                  ------      ------     ------
    Income from continuing operations                              
      before income taxes                         3,120      13,523      20,052
    Provision for income taxes                    1,389       5,609       8,271
                                                  ------      ------     -------
    Income from continuing operations             1,731       7,914      11,781

    Discontinued operations (Note 3):
    Loss from discontinued operations,
      net of income tax                            (693)         --          --
    Loss on disposition of discontinued                                       6
      operations, net of income tax              (5,042)       (329)         --
                                                 ------       ------     -------
    Net income (loss)                           $(4,004)     $7,585     $11,781
                                                 ======      =======     =======
    Earnings per share:
    Income from continuing operations              $.13        $.59        $.72
    Loss from discontinued operations              (.43)       (.03)         -
    Net income (loss)                             $(.30)       $.56        $.72
                                                 =======     =======    =======
    Weighted average number of common and                          
      common equivalent shares outstanding   13,533,582  13,474,034  16,444,257
                                             ==========  ==========  ========== 

   The accompanying notes are an integral part of these financial statements.


   <TABLE>
    Superior Services, Inc.
    Consolidated Statements of Shareholders' Investment

   <CAPTION>
                             
                                                                Additional
                                            Common Stock         Paid-In     Retained
                                            Shares Amount        Capital     Earnings      Total

                                                   (In Thousands, Except Share Amounts)

    <S>                                 <C>             <C>       <C>          <C>          <C>          
    Balance at December 31, 1993        9,943,622         $99     $24,502      $8,321       $32,922
    Net loss                                   --          --         --       (4,004)       (4,004)
    Issuance of common stock               34,098           1         412         ---           413
                                        ---------         ---      ------       -----        ------
    Balance at December 31, 1994        9,977,720         100      24,914       4,317        29,331
    Net income                                 --          --          --       7,585         7,585
    Other                                 (90,905)         (1)       (913)         --          (914)
                                        ---------         ----     ------      ------        ------
    Balance at December 31, 1995        9,886,815          99      24,001      11,902        36,002
    Net income                                 --          --          --      11,781        11,781
    Issuance of common stock:
       Shares sold to public, net of 
           offering costs               3,532,500          35      37,195         ---        37,230
       Acquisitions                       114,381           1       1,893         ---         1,894
       Conversion of preferred stock    3,317,890          33      14,967         ---        15,000
       Stock options                      169,863           2       1,334         ---         1,336
    Tax benefit of stock options               --          --         625         ---           625
                                       ----------       -----     -------     -------      --------
    Balance at December 31, 1996       17,021,449        $170     $80,015     $23,683      $103,868
                                       ==========       =====     =======     =======      =========
  </TABLE>

   The accompanying notes are an integral part of these financial statements.
  
  <TABLE>
   Superior Services, Inc.
   Consolidated Statements of Cash Flows
  <CAPTION>

                                                                    Year ended December 31

                                                                 1994        1995       1996
                                                                       (In Thousands)

    <S>                                                       <C>          <C>        <C>
    Operating activities                                      $(4,004)     $7,585     $11,781
    Net income (loss)
    Adjustments to reconcile net income (loss) to net cash 
       provided by operating activities:
    Loss on disposition of discontinued operations              5,940         ---         ---
    Depreciation and amortization                               9,488      12,704      15,511
    Deferred income taxes                                      (1,556)       (557)       (454)
    (Gain) loss on sale of assets                                 630        (204)         63
    Change in operating assets and liabilities, net of 
       effects of acquired businesses:                                                         
       Accounts receivable                                     (1,556)       (455)     (1,651)
       Prepaid expenses and other current assets                   14       2,661         333
       Accounts payable and accrued expenses                    1,075       2,429       1,614
       Disposal site closure and long-term care obligation        397       2,628       2,265
       Other                                                       --      (1,101)        290
                                                               ------     --------     -------
    Net cash provided by operating activities                  10,428      25,690      29,752

    Investing activities
    Acquisition of businesses and landfill under
      development, net of cash acquired                        (5,323)     (1,651)    (15,273)
    Purchases of property and equipment                       (15,923)    (11,552)    (16,546)
    Proceeds from sale of discontinued operations                 ---       4,295         562
    Proceeds from sale of property and equipment                2,047       1,471         661
    Increase in restricted funds held in trust                 (1,755)     (1,549)       (925)
                                                              --------     -------    --------
    Net cash used in investing activities                     (20,954)     (8,986)    (31,521)
    
    Financing activities
    Net proceeds from initial public stock offering               ---         ---      37,230
    Issuance of stock under employee stock plans                  ---         ---       1,961
    Proceeds from long-term debt                               20,536       5,645         ---
    Payments of long-term debt                                (10,998)    (23,010)    (22,406)
                                                              --------     -------    --------
    Net cash provided by (used in) financing activities         9,538     (17,365)     16,785
                                                              --------     -------    --------

    Net increase (decrease) in cash and cash equivalents         (988)       (661)     15,016
    Cash and cash equivalents at beginning of year              3,022       2,034       1,373
                                                              --------     -------    --------
    Cash and cash equivalents at end of year                   $2,034      $1,373     $16,389
                                                              ========     =======    ========

   The accompanying notes are an integral part of these financial statements

   </TABLE>

                             Superior Services, Inc

                   Notes to Consolidated Financial Statements

                                December 31, 1996

   1. Organization and Basis of Presentation

   Superior Services, Inc. (Superior or the Company) is an integrated waste
   management services company providing a range of collection, transfer,
   transportation, disposal and recycling services to generators of solid
   waste and special waste, primarily in Wisconsin, Illinois, Minnesota,
   Michigan and Missouri.

   The accompanying consolidated financial statements include the accounts of
   Superior and its subsidiaries. All significant intercompany transactions
   and balances have been eliminated.

   2. Accounting Policies and Selected Balance Sheet Information

   Revenue Recognition

   The Company generates revenue principally by providing collection,
   transportation, recycling and disposal services to generators of solid and
   special waste. Revenues are recorded as services are provided. Certain
   customers are billed in advance and, accordingly, recognition of the
   related revenues is deferred until the services are provided.

   The Company grants credit to the majority of its customers. Potential loss
   amounts associated with the granting of credit are included in
   management's estimate of the allowance for doubtful accounts, $676,000 and
   $583,000 at December 31, 1995 and 1996, respectively. It is not the policy
   of the Company to require collateral from its customers in order to obtain
   credit.

   Property and Equipment

   Property and equipment are stated at cost. Depreciation for financial
   reporting purposes is provided using the straight-line method over the
   estimated useful lives of the respective assets.

   Landfill costs, including engineering and other professional fees, are
   amortized using the units-of-production method, which is calculated using
   the total units of airspace filled during the year in relation to total
   estimated permitted airspace capacity. The determination of airspace usage
   and remaining airspace is an essential component in the calculation of
   landfill asset depletion. This determination is performed by conducting
   annual topographic surveys, typically done in the fourth quarter using
   aerial survey techniques, of the Company's landfill facilities to
   determine remaining airspace in each landfill. The surveys are reviewed by
   the Company's consulting engineers, the Company's internal engineering
   staff and its accounting staff. The reevaluation process did not
   significantly impact results of operations for any year presented.

   Engineering and legal fees paid to third parties incurred to obtain a
   disposal facility permit are capitalized as landfill costs and amortized
   over the estimated related airspace capacity. These costs are not
   amortized until the permit is obtained and operations have commenced. If
   the Company determines that the facility cannot be developed, these costs
   are charged to expense.

   2.        Accounting Policies and Selected Balance Sheet Information
             (continued)

   Intangible Assets

   Intangible assets primarily consist of goodwill and covenants not to
   compete, acquired in business acquisitions. Goodwill is being amortized
   over a 15- to 25-year period. Covenants not to compete are being amortized
   over 3- to 10-year periods. Should events or circumstances occur
   subsequent to the acquisition of a business which bring into question the
   realizable value or impairment of the related intangible asset, the
   Company will evaluate the remaining useful life and balance of the asset
   and make appropriate adjustments.

   Intangible assets consist of the following:

                                                     December 31
                                                  1995         1996

                                                    (In Thousands)

    Goodwill                                     $7,586     $16,391
    Covenants not to compete                      4,317       5,727
    Other                                         2,022       2,600
                                                 ------     -------
                                                 13,925      24,718
    Less accumulated amortization                 2,965       5,379
                                                 ------     -------
                                                $10,960     $19,339
                                                =======     =======
   Other Accrued Expenses

   Other accrued expenses consist 
   of the following:

                                                        December 31

                                                     1995      1996

                                                      (In Thousands)
    Real estate and personal 
      property taxes                               $643       $1,170
    Liabilities for covenants 
      not-to-compete                                466        3,693
    Deferred revenue                                889        1,965
    Insurance                                     1,240        1,229
    Other                                           256        1,480
                                                 ------       ------
                                                 $3,494       $9,537
                                                 ======       ======


   Disposal Site Closure and Long-Term Care

   The Company also has material financial obligations relating to closure
   and post-closure costs (long-term care) or remediation of disposal
   facilities it operates or for which it is or may become responsible. While
   the precise amounts of these future obligations cannot be determined, at
   December 31, 1996, the Company estimates the total costs to be
   approximately $46 million for remediation, final closure of its current
   operating facilities and post-closure monitoring costs pursuant to
   applicable regulations (generally for a term of 30 to 40 years after final
   closure). The Company's estimate of these costs is expressed in current
   dollars and is not discounted to reflect anticipated timing of future
   expenditures. The Company had accrued approximately $20,079,000 and
   $28,054,000 for such projected costs at December 31, 1995 and 1996,
   respectively. The Company will provide additional accruals based on
   engineering estimates of consumption of airspace over the useful lives of
   the facilities.  Restricted funds held in trust at December 31, 1995 and
   1996, consist of amounts on deposit with various regulatory bodies and an
   environmental protection policy underwritten by a large insurance carrier
   which support the Company's financial assurance obligations for its
   facilities closure and post-closure cost.

   Consolidated Statements of Cash Flows

   For purposes of the consolidated statements of cash flows, all short-term
   investments with maturities of three months or less are considered cash
   equivalents. Supplemental disclosures of cash flow information for each of
   the three years are as follows:
                                             December 31

                                   1994         1995         1996

                                            (In Thousands)
    Interest paid                $2,393        $2,949       $  800
    Income taxes paid             1,820         4,680        8,535


   The effects of noncash transactions related to business combinations are
   disclosed in Note 4.

   Earnings Per Share

   Earnings per share (EPS) computations are based on the weighted average
   number of shares of common stock outstanding and include the dilutive
   effect of stock options using the treasury stock method. The weighted
   average number of shares of common stock at December 31, 1994 and 1995
   includes the effect of the issuance of 3,317,890 shares of common stock
   upon the automatic conversion of the outstanding Series A Convertible
   Preferred Stock upon closing of the public offering in March 1996. Shares
   of common stock held in escrow pursuant to the indemnification agreements
   discussed in Note 10 are included in the number of shares issued and
   outstanding for all years presented. The weighted average number of shares
   of common stock has been adjusted to reflect the one-for-two reverse stock
   split, effective upon the closing of the public offering (See Note 7). 

   Pursuant to the Securities and Exchange Commission Staff Accounting
   Bulletin No. 83, stock options granted by the Company during 1995 (12
   months immediately preceding the initial filing of the Registration
   Statement) have been included as common stock equivalents as if they were
   outstanding for all periods presented, whether or not dilutive, because
   the sale or option price per share was below the IPO price per share.

   Fair Value of Financial Instruments

   The Company's financial instruments consist primarily of cash and cash
   equivalents, trade receivables, investments in closure trust funds, trade
   payables and debt instruments. The book values of cash and cash
   equivalents, trade receivables, investments in closure trust funds and
   trade payables are considered to be representative of their respective
   fair values. None of the Company's debt instruments that are outstanding
   as of December 31, 1996, have readily ascertainable market values;
   however, the carrying values are considered to approximate their
   respective fair values. See Note 6 for the terms and carrying values of
   the Company's various debt instruments.

   Use of Estimates

   The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect the amounts reported in the financial statements
   and accompanying notes. Actual results could differ from those estimates.

   Reclassifications

   Certain 1994 and 1995 amounts have been reclassified to conform with the
   1996 presentation.

   3. Discontinued Operations

   As of September 30, 1994, Superior made the determination that
   substantially all of its construction and biomedical waste operations
   would be sold or closed in order to focus on its solid and special waste
   operations. The sale or disposition of construction operations was
   completed by the end of 1995. The sale of biomedical waste operations was
   completed in the first quarter of 1996.

   During 1995, the equipment related to the construction operations was sold
   at auction for approximately $4.3 million in cash. The estimated loss on
   disposition of the discontinued operations for the year ended December 31,
   1995, was $329,000, net of a tax benefit of $220,000, resulting from a
   change in estimates regarding the realizable value of assets held for sale
   and operating losses through the date of disposal.

   The detail of net assets related to the discontinued operations which have
   been segregated in the December 31, 1995, consolidated balance sheet is as
   follows:

                               (In Thousands)

    Accounts receivable               $835
    Property and equipment             881
    Other assets                        54
    Accounts payable                  (221)
    Accrued liabilities               (461)
    Long-term obligations             (239)
                                      -----
                                      $849
                                      =====

   The operating results have been reported separately as discontinued
   operations in the consolidated statements of operations, as follows:
                                             December 31

                                          1994      1995

                                         (In Thousands)
  
    Revenues                           $7,271       $---
    Interest allocated                    295        ---
    Loss before income taxes           (1,064)       ---
    Income tax benefit                   (371)       ---
    Net loss from discontinued
      operations                         (693)       ---
    Estimated loss on disposition 
      of discontinued operations, 
      net of tax                       (5,042)      (329)


   Interest expense has been allocated based on the ratio of the operating
   assets of the discontinued operations to the total operating assets of
   Superior.

   The loss on disposition of the discontinued operations as of December 31,
   1994, includes approximately $4,650,000 of estimated losses on
   disposition, net of income taxes of $1,290,000, and these operations'
   operating losses incurred in the fourth quarter of 1994 and an estimate of
   losses through the date of expected disposition of approximately $392,000,
   net of income taxes of approximately $209,000.

   4. Acquisitions

   During 1996, the Company acquired eleven businesses and two operational
   landfills which were accounted for as purchases. Aggregate consideration
   for these acquisitions consisted of $15,273,000 in cash (net of cash
   acquired), $8,280,000 in notes payable and 114,381 shares of common stock.
   The results of operations of the acquired businesses have been included in
   the Company's consolidated financial statements from their respective
   acquisition dates.

   The unaudited pro forma results of operations below assume that the
   acquisitions had occurred at the beginning of each period presented. In
   addition to combining the historical results of all the entities, the pro
   forma calculations include adjustments for amortization of various
   intangibles acquired in conjunction with the acquisitions. However, no
   adjustments have been reflected for nonrecurring expenses as a result of
   the combination of the entities.

                             Year ended December 31
                              1995            1996

                            (Unaudited and In Thousands)
    Total net revenue          $113,913       $125,031
    Net income                    8,305         12,779
    Earnings per share              .61            .77


   During 1995, the Company acquired four businesses which were accounted for
   as purchases. Aggregate consideration for these acquisitions consisted of
   $1,651,000 in cash and $1,609,000 in notes payable.

   During 1994, the Company acquired six businesses, including one operating
   landfill, which were accounted for as purchases. Aggregate consideration
   for these acquisitions consisted of $5,323,000 in cash and 34,098 shares
   of common stock.

   As an integral part of certain acquisitions, the former shareholders
   signed noncompetition agreements and, in certain situations, key
   management members entered into employment agreements to continue in the
   management of these businesses. Costs associated with these agreements are
   charged to operations over their respective lives.

   During 1995, as the result of final valuations pertaining to previous
   acquisitions, 90,905 shares of common stock were returned to the Company.
   The Company retired these shares.

   5. Property and Equipment

   Property and equipment consists of the following:

                                            December 31

                                          1995      1996
                                          (In Thousands)

    Land and land improvements           $49,210   $74,771
    Buildings and leasehold
    improvements                          11,081    12,520
    Vehicles and equipment                59,428    71,254
                                         -------   -------
                                         119,719   158,545
    Less accumulated depreciation and
    amortization                          38,693    51,585
                                         -------  --------

                                         $81,026  $106,960
                                         =======  ========


   Landfill costs of approximately $46,580,000 and $71,385,000 are included
   in land and land improvements at December 31, 1995 and 1996, respectively.
   Landfill costs include land held for development, representing various
   landfill properties with an aggregate cost of approximately $24,635,000
   and $30,696,000 at December 31, 1995 and 1996, respectively, which is not
   being amortized. 

   6. Long-Term Debt

   Long-term debt consists of the following:
                                                                December 31

                                                            1995           1996
                                                               (In Thousands)

     Revolving credit facility                           $16,500         $   --
     Equipment loan facilities at variable interest 
        rates (weighted-average interest rate 
        of 7.09% and 7.93% at December 31, 1995 and 
        1996, respectively)                                5,688          1,607
     Industrial revenue bonds at fixed interest     
        rates of 9.16% to 9.36%                              588            438
     Equipment loans payable at fixed rates of 9.5% 
        and 9.7%                                             310            591
     Other                                                   333              5
                                                         -------         -------
     Total long-term debt                                 23,419           2,641
     Less current maturities                               3,251           1,253
                                                         -------         -------
                                                         $20,168          $1,388
                                                         =======         =======

   The Company's revolving credit facility provides for a borrowing capacity
   up to a maximum of $50,000,000, including letters of credit. Availability
   under this facility is based on the Company's liquidity, cash flow and
   leverage. Interest is payable monthly based on the agent bank's base rate,
   or quarterly based on a Eurodollar borrowing rate plus a margin, depending
   upon how advances are drawn. The facility had a weighted average interest
   rate of 9.03% at December 31, 1995, and matures in September 1998.
   Effective March 1997, the Company's borrowing capacity under the revolving
   credit facility was expanded to $110,000,000 and the maturity was extended
   to March 2002. In addition to the outstanding borrowings, the Company had
   approximately $1,257,000 and $2,280,000 in letters of credit issued under
   the facility at December 31, 1995 and 1996, respectively. This facility is
   collateralized by substantially all of the Company's assets. The facility
   has provisions for the maintenance of certain financial ratios and other
   requirements, including a prohibition on the payment of cash dividends.

   Maturities of long-term debt, excluding amounts under the revolving credit
   facility, for each of the years succeeding December 31, 1996, are as
   follows (in thousands):

          Year ending December 31:
             1997                                              $1,253
             1998                                                 877
             1999                                                 311
             2000                                                   8
             2001                                                   9
             Thereafter                                           183


   7. Preferred Stock and Shareholders' Investment

   Preferred Stock

   Superior is authorized to issue up to 500,000 shares of preferred stock in
   one or more undesignated series. In February 1993, the Company issued
   331,789 shares of Series A Preferred Stock for $15,000,000 to an investor
   group pursuant to a Series A Convertible Preferred Stock Purchase
   Agreement (the Agreement). 

   Pursuant to the Agreement, the Series A Preferred Stock holders exercised
   their rights to convert their preferred stock into 3,317,890 shares of
   common stock at the time of the public offering. Upon the conversion, all
   cumulative dividends in connection with the Preferred Stock were defeased.

   Common Stock

   In March 1996, the Company completed an initial public offering in which
   it issued 3,532,500 shares of common stock at a price of $11.50 per share
   resulting in net proceeds after deduction of underwriting discounts and
   commissions and other offering expenses to the Company of approximately
   $37,230,000.

   A one-for-two reverse stock split declared by the Company's Board of
   Directors became effective on March 8, 1996, the effective date of the
   initial public offering of the Company's common stock. All common shares,
   per share, weighted average shares outstanding and stock option data have
   been adjusted to reflect this reverse stock split.

   Stock Options

   The Company has two incentive stock option plans (the ISO Plans) under
   which options for the purchase of up to 1,535,000 shares may be granted at
   exercise prices no less than the estimated fair market value of the common
   stock on the date of grant. The options generally become exercisable 25%
   after one year and an additional 6.25% for each quarter thereafter. After
   four years, all options are exercisable. At December 31, 1996, there were
   1,223,676 shares available for grants under the ISO Plan. The Company has
   also issued options under a nonqualified stock option plan to certain of
   its executives. These options have various vesting schedules.

   The Company has elected to follow Accounting Principles Board Opinion No.
   25, "Accounting for Stock Issued to Employees" (APB 25) and related
   Interpretations in accounting for its employee stock options because, as
   discussed below, the alternative fair value accounting provided for under
   FASB Statement No. 123, "Accounting for Stock-Based Compensation,"
   requires use of option valuation models that were not developed for use in
   valuing employee stock options. Under APB 25, because the exercise price
   of the Company's employee stock options equals the market price of the
   underlying stock on the date of grant, no compensation expense is
   recognized. 

   In determining the effect of FASB Statement No. 123, the Black-Scholes
   option pricing model was used with the following weighted-average
   assumptions for 1996: risk-free interest rates of 5%, dividend yields of
   0%, volatility factors of the expected market price of the Company's
   common stock of .49, and a weighted-average expected life of the options
   of five years.

   The Black-Scholes option valuation model was developed for use in
   estimating the fair value of traded options which have no vesting
   restrictions and are fully transferable. In addition, option valuation
   models require the input of highly subjective assumptions including the
   expected stock price volatility. Because the Company's employee stock
   options have characteristics significantly different from those of traded
   options, and because changes in the subjective input assumptions can
   materially affect the fair value estimate, in management's opinion, the
   existing models do not necessarily provide a reliable single measure of
   the fair value of its employee stock options.

   For purposes of pro forma disclosures, the estimated fair value of the
   options is amortized to expense over the options' vesting period. The
   Company's pro forma information follows (in thousands except for earnings
   per share information):

                                   1995        1996

    Pro forma net income          $5,762      $11,559
    Pro forma earnings per
      share:
             Primary                $.43         $.72
             Fully diluted          $.43         $.71


   The following table summarizes the transactions of the Company's Stock
   Option Plans for the three-year period ended December 31, 1996:

   <TABLE>
   <CAPTION>


                                               1994         1995           1996
                                                                                        Weighted-Average
                                             Options       Options        Options      Exercisable Price
    <S>                                       <C>          <C>            <C>                  <C>
    Options outstanding at beginning of 
       year                                   890,139       920,973       1,227,748            $8.68
    Options granted                            60,417       577,466         319,745            14.13
    Options exercised                             ---           ---        (169,863)            7.86
    Options canceled                          (29,583)     (270,691)        (70,099)           11.14
                                              -------     ---------       ---------            -----
    Options outstanding at end of year        920,973     1,227,748       1,307,531             9.96
                                              =======     =========       =========            ===== 
   Weighted-average fair value of options 
      granted during the year                                                $14.13
                                                                             ======
    Numbers of options exercisable at end 
       of year                                                              964,972            $8.55
                                                                            =======            ======
    Options outstanding at December 
       31, 1996:
       Price range $7.70 to $11.50 
         weighted-average contractual life 
         of 3.7 years                                                     1,146,231            $8.98          
       Price range $11.51 to $17.25 
         weighted-average contractual life 
         of 9.8 years                                                       161,300           $16.93
                                                                           --------  
                                                                       
                                                                          1,307,531
                                                                          =========
   </TABLE>

   8. Employee Benefit Plans

   Prior to April 1, 1994, the Company had certain defined contribution plans
   resulting from the merger of the Predecessor Companies which covered
   substantially all of their employees and provided for discretionary
   contributions. Effective April 1, 1994, the Company adopted a contributory
   401(k) plan that covers substantially all of its employees. Contributions
   made by the Company under the various plans were $164,000, $205,000 and
   $254,000, for the years ending December 31, 1994, 1995 and 1996,
   respectively.

   9. Income Taxes

   The provisions for income taxes attributable to continuing operations for
   the years ended December 31, consist of the following:

                             1994       1995       1996
                                   (In Thousands)

    Current:
       Federal              $998      $4,805     $7,580
       State                 634       1,239      1,907
                           -----      ------     ------
                           1,632       6,044      9,487
    Deferred:
       Federal                18        (344)      (972)
       State                (261)        (91)      (244)
                           -----      ------     ------   
                            (243)       (435)    (1,216)
                           -----      ------     ------
    Total                 $1,389      $5,609     $8,271
                           =====      ======     ======

   The difference in the provisions for income taxes attributable to
   continuing operations and the amounts determined by applying the federal
   statutory rate of 34% for 1994 and 35% for 1995 and 1996, to income from
   continuing operations before income taxes for the years ended December 31
   are as follows:

                             1994       1995       1996
                                    (In Thousands)

    Tax at statutory 
      rate                $1,061      $4,733     $7,018
    State income taxes       246         698      1,034
    Other                     82         178        219
                          ------      ------     ------
                          $1,389      $5,609     $8,271
                          ======      ======     ======

   Deferred income taxes reflect the impact of temporary differences between
   the amounts of assets and liabilities recognized for financial reporting
   purposes and such amounts recognized for income tax purposes.

   The deferred income tax balances consist of the following:

                                                        December 31
                                                      1995      1996

                                                      (In Thousands)

    Deferred tax liabilities:
      Property and equipment basis differences      $13,474   $13,295
      Cash to accrual adjustment                        220       ---
      Other                                             532     1,230
                                                    -------   -------
    Total deferred tax liabilities                   14,226    14,525
    Deferred tax assets:
      Closure and long-term care obligations          1,742     2,190
      Other expenses not currently deductible           958       813
      State and federal net operating loss       
        carryforwards                                   470       485
        Other                                           217       183
                                                    -------    ------
    Total deferred tax assets                         3,387     3,671
    
    Valuation allowance for deferred tax assets        (235)     (235)
                                                    -------    ------
    Net deferred tax assets                           3,152     3,436
                                                    -------    ------
    Net deferred tax liabilities                    $11,074   $11,089
                                                    =======   =======

   Included in prepaid expenses and other current assets are current deferred
   tax assets of $507,000 and $126,000 at December 31, 1995 and 1996,
   respectively.

   At December 31, 1996, the Company has net operating loss carryforwards of
   approximately $9.4 million for state income tax purposes which expire in
   2008 and 2009.

   10. Commitments and Contingencies

   Certain shareholders are entitled to receive additional consideration from
   the Company in the event of future permitted landfill expansion at two
   sites. For permitted vertical expansion at one landfill, the additional
   consideration is $2.00 per cubic yard, less associated permitting costs.
   For permitted horizontal expansion at both landfills, the additional
   consideration is $.40 per cubic yard, less associated permitting costs,
   not to exceed $2,000,000 per site. 

   In connection with certain landfill acquisitions, the sellers are entitled
   to receive additional consideration from the Company, if regulatory
   approval, as defined, is obtained for expansions of permitted air space.
   For permitted vertical and horizontal expansion above certain defined
   minimums, the additional consideration varies between approximately $.40
   and $1.25 per cubic yard, less associated costs. These amounts, if any,
   will be capitalized when paid or payable as additional purchase price. The
   Company is obligated to make royalty payments to a landfill's former
   owners of 5% of the gross revenues generated from the expanded capacity.

   Approximately 125 acres occupied in connection with the landfill
   activities is leased from a third party. Under the terms of the lease, the
   Company pays the property owner monthly rental equal to the greater of 3%
   of the landfill's gross operating receipts or $3,650.

   In January 1994, two of the Company's subsidiaries were named by the
   Wisconsin Department of Natural Resources (WDNR) as potentially
   responsible parties (PRPs) as a result of their use of a closed landfill.
   The closed landfill was identified by the WDNR to have caused groundwater
   contamination, including the contamination or potential contamination of
   local drinking water wells. The Company's subsidiaries, along with most of
   the other PRPs, agreed to a settlement with the WDNR, which was approved
   by the United States District Court in August 1996. In addition, the
   subsidiaries were named as defendants in a suit commenced in state court
   by a group of residents living in the vicinity of the landfill which suit
   alleged that private drinking water wells have been contaminated by the
   release of pollutants from the site. In 1996, the subsidiaries and most of
   the other defendants in the private party lawsuit agreed to the terms of a
   settlement with the plaintiffs. The settlements with the WDNR and the
   plaintiffs in the private lawsuit resolve the subsidiaries' liability
   relating to the site. The subsidiaries' general liability insurance
   carriers which provided coverage during the relevant periods and the
   former shareholders of the subsidiaries paid the full amount of the
   subsidiaries' share of the settlement.

   In connection with an acquisition in March 1993, the Company was required
   to accept the transfer of an adjacent closed landfill that is listed on
   the National Priorities List (NPL). A remedial investigation performed by
   the PRPs (including the Company) has determined the scope and nature of
   the contamination at the site and the PRPs have submitted a feasibility
   study to the EPA and WDNR which describes the alternatives for remediating
   the associated groundwater contamination. The WDNR has formally approved
   the remedial alternative recommended by the PRPs which calls for the
   installation of two to four additional gas extraction wells (which would
   be connected to the existing gas extraction system at the site) and
   continued groundwater monitoring. As of December 31, 1996, the estimated one-
   time capital cost for the additional extraction wells was $107,000,
   together with estimated annual operating, maintenance and monitoring costs
   for the new extraction wells, the landfill cap, the existing gas
   extraction system and groundwater monitoring system of $90,000. The
   operating duration of the proposed remediation is uncertain, but could be
   30 years or longer. As the duration is uncertain, the accrual was not
   measured on a discounted basis. In December 1995, the Company entered into
   a settlement agreement with certain of the PRPs which allocates the costs
   of the remediation. Under the settlement agreement, two generator PRPs
   agreed to contribute a total of 38% of future costs for remedial action
   and the annual operating, maintenance, and monitoring costs related to the
   site. Additional generator PRPs may join in the settlement agreement,
   which would further reduce the share of costs allocated to the Company and
   the former owners of the closed landfill. The seller has agreed to
   indemnify the Company up to $2.8 million for any site liabilities,
   including the annual costs of operating, maintaining and monitoring the
   closed landfill and any costs the Company may incur as a PRP. The seller's
   potential indemnification obligation is collateralized currently by
   248,552 shares of the Company's stock held in escrow. The $2.8 million
   recoverable from the seller is included in other assets. The Company has
   established reserves which it believes are adequate to cover the estimate
   of identified potential remediation costs.

   The Company carries a range of insurance, including a commercial general
   liability policy and a property damage policy. The Company maintains a
   limited environmental impairment liability policy on its landfills and
   transfer stations that provides coverage, on a "claims made" basis,
   against certain third party off-site environmental damage. There can be no
   assurance that the limited environmental impairment policy will remain in
   place or provide sufficient coverage for existing, but not yet known,
   third party, off-site environmental liabilities. The Company is also a
   party to various legal proceedings arising in the normal course of
   business. The Company believes that the ultimate resolution of these other
   matters will not have a material adverse effect on the Company's financial
   condition or results of operations.

   Item 9.   Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure.

                  None.

                                    PART III

   Item 10.  Directors and Executive Officers of the Company.

                  The information required by this item is incorporated
   herein by reference to the information pertaining thereto set forth in the
   definitive Proxy Statement for the Company's 1997 Annual Meeting of
   Shareholders scheduled to be held May 13, 1997 ("Proxy Statement").  To
   the knowledge of the Company, no director, executive officer or
   significant shareholder violated the filing requirements of Section 16(a)
   under the Securities Exchange Act of 1934 during the year ended December
   31, 1996.

   Item 11.  Executive Compensation.

                  The information required by this item is incorporated
   herein by reference to the information pertaining thereto set forth under
   the caption entitled "Executive Compensation" in the Proxy Statement.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management.

                  The information required by this item is incorporated
   herein by reference to the information pertaining thereto set forth under
   the caption entitled "Stock Ownership of Certain Beneficial Owners and
   Management" in the Proxy Statement.

   Item 13.  Certain Relationships and Related Transactions.

                  The information required by this item, to the extent
   applicable, is incorporated herein by reference to the information
   pertaining thereto set forth under the caption entitled "Certain
   Transactions" in the Proxy Statement.


                                     PART IV

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

   (a)       The following documents are filed as part of this Form 10-K:

   1.        Financial Statements                          Form 10-K Page No.

            Report of Independent Public Accountants . . . . . . . . . . . 25

            Consolidated Balance Sheets as of 
            December 31, 1995 and 1996 . . . . . . . . . . . . . . . . . . 26

            Consolidated Statements of Operations 
            for the years ended December 31, 1994, 
            1995 and 1996  . . . . . . . . . . . . . . . . . . . . . . . . 27

            Consolidated Statements of Shareholders' 
            Investment for the years ended 
            December 31, 1994, 1995, and 1996  . . . . . . . . . . . . . . 28

            Consolidated Statements of Cash Flows 
            for the years ended December 31, 1994, 
            1995, and 1996 . . . . . . . . . . . . . . . . . . . . . . . . 29

            Notes to Consolidated Financial Statements . . . . . . . . . . 30

   2.       Financial Statement Schedules.
            Schedule II - Valuation and Qualifying Accounts  . . . . . . . 46
            Schedules other than those listed above are 
            omitted because they are not applicable or 
            not required or because the required information 
            is included in the consolidated financial statements 
            or notes thereto.

   3.       Exhibits.  The Exhibits filed with this Form 10-K or incorporated
            by reference in this Form 10-K are listed on the attached 
            Exhibit Index.*

   (b)      The Company did not file a Form 8-K with the Securities and
            Exchange Commission during the fourth quarter of fiscal 1996.
   ______________________________________
   *  Exhibits to this Form 10-K will be furnished to shareholders upon
   advance payment of a fee of $0.20 per page, plus mailing expenses. 
   Requests for copies should be addressed to Peter J. Ruud, Vice President,
   General Counsel, Superior Services, Inc., 10150 West National Avenue,
   Suite 350, West Allis, Wisconsin 53227.


   <PAGE>
   <TABLE>
    Schedule II
    VALUATION AND QUALIFYING ACCOUNTS
    SUPERIOR SERVICES, INC.
 
   <CAPTION>

                                                (In Thousands)

                  COL. A                   COL. B        COL. C                    COL. D        COL. D
                                                        ADDITIONS
                                                                        (2)
                                         Balance at    Charged to   Charged to                 Balance at
                                        beginning of    costs and      other                     end of
                DESCRIPTION                period       expenses     accounts    Deductions      period

    <S>                                   <C>            <C>          <C>         <C>           <C>               
    Year ended December 31, 1996

      Allowance for doubtful accounts        $676          $885           $0         $978          $583
      Closure and long-term care                                                         
            obligations                    20,079         2,972        5,710          707        28,054
                                          -------       -------      -------      -------       -------
                                          $20,755        $3,857       $5,710       $1,685       $28,637
                                          =======       =======      =======      =======       ======= 
    Year ended December 31, 1995

      Allowance for doubtful accounts        $553          $718         $(20)      $575(1)         $676
      Closure and long-term care           
            obligations                    17,451         2,688           98          158        20,079
                                          -------        -------     -------      -------       -------
                                          $18,004        $3,406          $78          733       $20,755
                                          =======        =======     =======      =======       =======
    Year ended December 31, 1994

      Allowance for doubtful accounts        $383          $751           $4     $585(1,3)         $553
      Closure and long-term care         
            obligations                    13,821         2,298        3,402        2,070        17,451
                                          -------        -------     -------  
                                          $14,204        $3,049       $3,406       $2,655       $18,004
                                          =======        =======     =======
   _______________________

   (1)  Doubtful accounts written off
   (2)  Assumed in acquisitions
   (3)  Includes $112 of allowances resolved in the disposition of a business
   unit.

   </TABLE>


   <PAGE>
                                   SIGNATURES

               Pursuant to the requirements of Section 13 or 15(d) 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,
   as of March 24, 1997.

                                   SUPERIOR SERVICES, INC.



                                   By:  /s/  G. William Dietrich    
                                        G. William Dietrich, President
                                        and Chief Executive Officer


               Pursuant to the requirements of the Securities and Exchange
   Act of 1934, this report has been signed below by the following persons on
   behalf of the Company and in the capacities indicated as of March 24,
   1997.



   By:/s/  Joseph P. Tate   
      Joseph P. Tate
      Chairman of the Board and
      Director



   By:/s/  G. William Dietrich     
      G. William Dietrich
      President, Chief Executive
      Officer and Director
      (Principal Executive Officer)



   By:/s/  George K. Farr           
      George K. Farr
      Chief Financial Officer
      (Principal Financial and
      Accounting Officer)




   By:/s/  Gary G. Edler 
      Gary G. Edler
      Vice President and Director




   By:/s/  Walter G. Winding      
      Walter G. Winding
      Director



   By:/s/Francis J. Podvin        
      Francis J. Podvin
      Director



   By:/s/  Stephen G. Woodsum   
      Stephen G. Woodsum
      Director



   By:/s/  Donald Taylor            
      Donald Taylor
      Director

   <PAGE>


                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX
                  TO FORM 10-K FOR YEAR ENDED DECEMBER 31, 1996

     Exhibit
       No.                    Exhibit Description

       3.0    Restated Articles of Incorporation.  [Incorporated
              by reference to Exhibit 3.0 filed with the
              Company's Form S-1 Registration Statement No. 333-
              240, dated January 9, 1996, as amended.]

       3.1    Restated By-Laws.  [Incorporated by reference to
              Exhibit 3.1 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated
              January 9, 1996, as amended.]
              
       4.0    Revolving Credit Agreement, dated as of September
              1, 1993 between the Company and The First National
              Bank of Boston, LaSalle National Bank and Bank
              One, Texas, National Association. [Incorporated by
              reference to Exhibit 4.0 filed with the Company's
              Form S-1 Registration Statement No. 333-240, dated
              January 9, 1996, as amended.]

      4.1*    First Amendment to Revolving Credit Agreement,
              dated as of June 24, 1994 between the Company and
              The First National Bank of Boston, LaSalle
              National Bank and Bank One, Texas, National
              Association.  [Incorporated by reference to
              Exhibit 4.1 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]

      4.2*    Second Amendment to Revolving Credit Agreement,
              dated as of August 28, 1995, between the Company
              and the First National Bank of Boston, LaSalle
              National Bank and Bank One, Texas, National
              Association.  [Incorporated by reference to
              Exhibit 4.2 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]

       4.3    Third Amendment to Revolving Credit Agreement,
              dated as of December 29, 1995, between the Company
              and the First National Bank of Boston, LaSalle
              National Bank and Bank One, Texas, National
              Association.  [Incorporated by reference to
              Exhibit 4.3 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]

       4.4    Rights Agreement dated February 21, 1997 between
              the Company and LaSalle National Bank, Chicago, 
              Illinois.  [Incorporated by reference to Exhibit 4.1
              to the Company's Current Report on Form 8-K dated
              February 28, 1997.]

     10.0**   Stock Option Agreement, dated as of February 25,
              1993 and as amended as of May 5, 1995 and August
              15, 1995, and November 29, 1995 between George K.
              Farr and the Company.  [Incorporated by reference
              to Exhibit 10.1 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]
              
     10.1**   Stock Option Agreement, dated as of February 14,
              1995 and as amended as of May 16, 1995, August 15,
              1995 and November 29, 1995 between G. William
              Dietrich and the Company.  [Incorporated by
              reference to Exhibit 10.2 filed with the Company's
              Form S-1 Registration Statement No. 333-240, dated
              January 9, 1996, as amended.]

     10.2**   Amendment to Restated Option Agreement dated
              November 26, 1996 between G. William Dietrich and
              the Company.

     10.3**   Employment Agreement, dated as of September 1,
              1993, and as amended August 15, 1995 between Peter
              J. Ruud and the Company. [Incorporated by
              reference to Exhibit 10.3 filed with the Company's
              Form S-1 Registration Statement No. 333-240, dated
              January 9, 1996, as amended.]

     10.4**   Noncompetition Agreement, dated February 14, 1995,
              between G. William Dietrich and the Company. 
              [Incorporated by reference to Exhibit 10.4 filed
              with the Company's Form S-1 Registration Statement
              No. 333-240, dated January 9, 1996, as amended.]

     10.5**   Key Executive Employment and Severance Agreement,
              dated August 15, 1995, between G. William Dietrich
              and the Company. [Incorporated by reference to
              Exhibit 10.5 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]

     10.6**   Key Executive Employment and Severance Agreement,
              dated August 15, 1995, between George K. Farr and
              the Company. [Incorporated by reference to Exhibit
              10.6 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]
              
     10.7**   Key Executive Employment and Severance Agreement,
              dated August 15, 1995, between Peter J. Ruud and
              the Company. [Incorporated by reference to Exhibit
              10.7 filed with the Company's Form S-1
              Registration Statement No. 333-240, dated January
              9, 1996, as amended.]

     10.8**   1993 Incentive Stock Option Plan.  [Incorporated
              by reference to Exhibit 10.8 filed with the
              Company's Form S-1 Registration Statement No. 333-
              240, dated January 9, 1996, as amended.]

     10.9**   Form of Stock Option Agreement under 1993
              Incentive Stock Option Plan.  [Incorporated by
              reference to Exhibit 10.9 filed with the Company's
              Form S-1 Registration Statement No. 333-240, dated
              January 9, 1996, as amended.]

     10.10**  1996 Equity Incentive Plan.  [Incorporated by
              reference to Exhibit 10.10 filed with the
              Company's Form S-1 Registration Statement No. 333-
              240, dated January 9, 1996, as amended.]

     10.11**  Form of Non-Employee Director Non-Qualified Stock
              Option Agreement under 1996 Equity Incentive Plan. 
              [Incorporated by reference to Exhibit 10.11 filed
              with the Company's Form S-1 Registration Statement
              No. 333-240, dated January 9, 1996, as amended.]

     10.12**  Form of Key Employee Non-Qualified Stock Option
              Agreement under 1996 Equity Incentive Plan. 
              [Incorporated by reference to Exhibit 10.12 filed
              with the Company's Form S-1 Registration Statement
              No. 333-240, dated January 9, 1996, as amended.]

     10.13**  Form of Key Employee Incentive Stock Option
              Agreement under 1996 Equity Incentive Plan. 
              [Incorporated by reference to Exhibit 10.13 filed
              with the Company's Form S-1 Registration Statement
              No. 333-240, dated January 9, 1996, as amended.]

       11     Statement regarding computation of per share
              earnings.

       21     List of subsidiaries as of December 31, 1996.

       23     Consent of Ernst & Young LLP.
    
       27     Financial Data Schedule.

       99     Proxy Statement for the Company's 1997 Annual
              Shareholders meeting scheduled to be held May 13,
              1997.  [To be filed with the Commission prior to
              120 days after December 31, 1996 and incorporated
              by reference herein to the extent indicated in
              Part III to this Form 10-K.]
   __________
   *  The exhibits, schedules and ancillary documents to the listed agreement
      are not being filed herewith because the Company believes that the
      information contained in such exhibits, schedules and ancillary
      documents should not be considered material to an investment decision
      in the Company.  The listed agreement includes a list briefly
      identifying the contents of all omitted exhibits, schedules and
      ancillary documents.  The Company agrees to furnish supplementally to
      the Commission (but not to file) a copy of any such exhibit, schedule
      or ancillary document upon request.

   **        This exhibit is a management centered or compensatory plan or
             arrangement required to be filed as an exhibit to this Form 10-K
             pursuant to Item 14(c) of Form 10-K.