FORM 10-K/A
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                               AMENDMENT NO. 1 TO

   {X}  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

             For the fiscal year ended              December 31, 1997         


   {  } 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 
          Identification No.)                            or organization)    

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

                                   414-328-2800                         
              (Registrant's telephone number, including area code)

   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
   required to be filed by Section 13 oegistrant r 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12 months (or for such shorter
   period that the registrant was required to file such reports), and (2) has
   been subject to such filing requirements for the past 90 days.

                             Yes    X      No       

   Indicate by checkmark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained,
   to the best of registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K or any
   amendments to this Form 10-K. [X]

   Aggregate market value of voting stock held by nonaffiliates of the
   registrant as of February 19, 1998:  $569,518,895.  As of February 19,
   1998 there were 24,113,958 shares of Common Stock, $.01 par value, of the
   registrant outstanding.(1)

                       DOCUMENTS INCORPORATED BY REFERENCE

   Proxy Statement for 1998 annual meeting of shareholders (incorporated by
   reference into Part III, to the extent indicated therein).

   (1)  Excludes only shares held by directors and officers of the
        registrant.

   <PAGE>

        The undersigned registrant hereby amends the second paragraph under
   the section entitled "Year 2000 Initiative" under Item 7 of its Annual
   Report on Form 10-K for the year ended December 31, 1997 to provide in its
   entirety as follows:

             The Company's comprehensive Year 2000 initiative is being
        managed by a team of internal staff.  The team's activities are
        designed to ensure that there is no adverse effect on the
        Company's core business operations and that transactions with
        customers, suppliers and financial institutions are fully
        supported.  While the Company believes its planning efforts are
        adequate to address its Year 2000 concerns, there can be no
        guarantee that the systems of other companies on which the
        Company's systems and operations rely will be converted on a
        timely basis and will not have a material effect on the Company. 
        The Company currently estimates that it will cost approximately
        $250,000 and will take approximately 18 months for the Company
        to fully execute its Year 2000 initiative.  Based on the
        Company's initial assessments, the cost of Year 2000 initiatives
        is not expected to be material to the Company's results of
        operations or financial position.

        The undersigned registrant hereby amends and restates Item 14 of its
   Annual Report on Form 10-K for the year ended December 31, 1997 to provide
   in its entirety as follows:

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

   (a)(1) Financial Statements:

        The consolidated financial statements of the Company as of December
   31, 1997 and 1996 and for each of the three years in the period ending
   December 31, 1997, together with the report thereon of Ernst & Young LLP,
   Deloitte & Touche LLP, dated February 5, 1998, appear on pages 26 through
   42 of the Company's 1997 Annual Report to Shareholders, and are
   incorporated herein by reference.

   (a)(2) Financial Statement Schedules:

        Schedule II - Valuation and Qualifying Accounts

        Schedules not included have been omitted because they are not
   applicable.

   (b) Reports on Form 8-K:

        The Company did not file any reports on Form 8-K during the fourth
   quarter of fiscal 1997.

   (c) Exhibits:

        The Exhibits filed or incorporated by reference herewith are as
   specified in the Exhibit Index.

   <PAGE>
                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities and
   Exchange Act of 1934, the registrant has duly caused this amendment to be
   signed on its behalf by the undersigned, thereunto duly authorized.

                                 SUPERIOR SERVICES, INC.
                                 Registrant

   May 7, 1998                   By:  /s/ George K. Farr                     
                                      George K. Farr
                                      Chief Financial Officer

   <PAGE>

                                  EXHIBIT INDEX
                             SUPERIOR SERVICES, INC.
                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997


       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.]

       4.1*       Amended and Restated Revolving Credit
                  Agreement, dated as of March 26, 1997,
                  between the Company and its subsidiaries 
                  and The First National Bank of Boston,
                  LaSalle National Bank and Bank One,
                  Wisconsin and Bank of America Illinois. 
                  [Incorporated by reference to Exhibit 4.5
                  filed with the Company's Form 10-Q for the
                  period ended March 31, 1997, dated January
                  9, 1996, as amended.]

       4.2*       First Amendment to the Revolving Credit
                  Agreement, dated as of April 21, 1997,
                  between the Company Amended and Restated,
                  and The First National Bank of Boston,
                  LaSalle National Bank and Bank One and its
                  subsidiaries (previously filed).

       4.3*       Second Amendment to the Amended and Restated
                  Revolving Credit Agreement, dated as of May
                  30, 1997, between the Company  and The First
                  National Bank of Boston, LaSalle National
                  Bank and Bank One Wisconsin (previously
                  filed).

       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 on 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 on 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.  [Incorporated by
                  reference to Exhibit 10.2 to the Company's
                  Form 10-K Annual Report for the year ended
                  December 31, 1996].

       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
                  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.]

        10.14**   Employment Agreement between the Company and
                  Scott S. Cramer dated as of July 1, 1997
                  (previously filed).

        10.15**   Employment Agreement between the Company and
                  Gary Blacktopp dated as of January 1, 1997,
                  and amended as of August 26, 1997
                  (previously filed).

        10.16**   Form of Amendment of Key Executive
                  Employment and Severance Agreements entered
                  into by each of G. William Dietrich, George
                  K. Farr, and Peter J. Ruud.

       21         List of subsidiaries as of December 31, 1997
                  (previously filed).

       23         Consent of Ernst & Young LLP (previously filed).

       27.1       Financial Data Schedule for the year ended
                  December 31, 1997 (previously filed).

       27.2       Restated Financial Data Schedule for the
                  nine months ended September 30, 1997.

       27.3       Restated Financial Data Schedule for the six
                  months ended June 30, 1997.

       27.4       Restated Financial Data Schedule for the
                  three months ended March 31, 1997.

       27.5       Restated Financial Data Schedule for the
                  year ended December 31, 1996.

       27.6       Restated Financial Data Schedule for the
                  nine months ended September 30, 1996.

       27.7       Restated Financial Data Schedule for the six
                  months ended June 30, 1996.

       27.8       Restated Financial Data Schedule for the three
                  months ended March 31, 1996.


   ____________________

      * 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 contract or compensatory plan or
        arrangement required to be filed as an exhibit to the Form 10-K
        pursuant to Item 14 of Form 10-K.