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, 1997.

                  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 Identification No.)
   incorporation or organization)

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

   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 and 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 ('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 February 19, 1998.1
   $569,518,895

   Number of shares outstanding of each of the classes of the registrant's
   capital stock as of February 19, 1998: 

                 Common Stock, $.01 par value: 24,113,958 shares

   PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE:

   Proxy Statement for 1998 annual meeting of shareholders (to be
   incorporated by reference into Part III upon the filing of the proxy
   statement with the Securities and Exchange Commission, to the extent
   indicated therein).

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


   <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, 1997.

                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 an
   acquisition-oriented  integrated solid waste services company providing
   solid waste collection, transfer, recycling and disposal services.  The
   Company serves over 465,000 residential, commercial and industrial
   customers in Alabama, Illinois, Iowa, Michigan, Minnesota, Missouri, Ohio,
   Pennsylvania, West Virginia, and Wisconsin.  As of December 31, 1997, the
   Company owned and operated 14 landfills, including a greenfield landfill
   and a municipal solid waste landfill, subject to a definitive purchase
   agreement, 29 solid waste collection operations, 14 recycling facilities
   and 10 solid waste transfer stations. The Company also manages 4 other
   third party landfills.

        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 operations and customer base in
   existing markets and to 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, transfer and 
   collection operations.  The Company's operating strategy emphasizes the
   integration of the solid waste collection and disposal operations and the
   internalization of waste collected.

     Acquisitions

        The solid waste collection and disposal industry continues to undergo
   significant consolidation and integration.  The Company believes that this
   consolidation and integration is caused primarily by four 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; 
   (iii) the evolution of an industry competitive model which emphasizes
   providing both collection and disposal/recycling capabilities, and (iv)
   the continued privatization of solid waste collection and disposal
   services by municipalities and other governmental bodies and authorities. 
   Despite the considerable consolidation and integration occurring in the
   solid waste industry, the Company believes the industry remains primarily
   regional in nature and highly fragmented, and that a substantial number of
   potential acquisition opportunities remain.

        Since the Company's March 1996 initial public offering through
   December 31, 1997, the Company has acquired 39 solid waste collection,
   transfer and disposal operations, including seven landfills, one
   greenfield landfill, two recycling operations and 29 collection
   operations, taking the Company into 14 new service markets in five new
   states.  During 1997, the Company acquired or merged with 26 solid waste,
   transfer and disposal operations, including five landfills, one greenfield
   landfill, two recycling operations and 18 solid waste collection
   operations, with annualized revenues of approximately $75 million.  A
   single acquisition transaction may involve the purchase of multiple
   business operations.

        The Company intends to continue to expand its geographic scope
   through acquisitions by (i) expanding into adjacent and new markets by
   pursuing principally a "hub and spoke" acquisition strategy and (ii)
   increasing its revenues and operational and administrative efficiencies
   through "tuck-in" and other acquisitions of profitable solid waste
   collection operations in its existing markets. 

        In addition to 11 full time market development personnel and its Vice
   President-Market Development, the Company's senior and executive
   management teams focus a substantial part of their time identifying
   acquisition candidates and consummating acquisitions.

        The following table sets forth the Company's acquisitions of
   operations completed in 1997:


    Acquired         Month         Principal
    company          acquired      business        Location     Market area

    Certain assets   December      Lamp            St. Paul,    Minnesota
    of Dynex         1997          recycling, on-  MN           and
    Industries,                    site lab pack,               Wisconsin
    Inc.                           liquid waste
                                   brokerage

    Noble Road       December      Solid waste     Shiloh, OH   Central Ohio
    Landfill, Inc.   1997          landfill
    (Superior
    Oakland Marsh
    Landfill)

    Chicago          October       Underwater      Chicago, IL  Illinois and
    Underwater,      1997          industrial      and          Indiana
    Inc.                           maintenance     Valparaiso,
                                                   IN

    St. Marys        October       Solid waste     St. Marys,   Central
    Garbage          1997          collection      PA           Pennsylvania
    Disposal, Inc.

    Teter Sanitary   October       Solid waste     Macon, MO    Northern and
    Landfill and     1997          landfill,                    Central
    Refuse Hauling,                solid waste                  Missouri
    Inc. (Superior                 collection,
    Maple Hill                     transportation
    Landfill)                      and transfer
                                   station

    Speedway         October       Roll-off and    Milwaukee,   Southeastern
    Recycle &        1997          lugger          WI           Wisconsin
    Disposal, Inc.                 operation

    High Ridge       October       Solid waste     Jefferson    Eastern
    Disposal         1997          collection,     County, MO   Missouri
                                   recycling and
                                   transportation

    Olosky           August 1997   Solid waste     Clearfield,  Eastern
    Sanitation                     collection and  PA           Pennsylvania
                                   transportation

    D & S Disposal   July 1997     Solid waste     Mauston, WI  Central     
                                   collection,                  Wisconsin
                                   recycling and
                                   transportation

    Facchine         July 1997     Solid waste     DuBois, PA   Eastern
    Sanitation                     collection,                  Pennsylvania
                                   recycling and
                                   transportation

    Holt Landfill    June 1997     Construction    Tuscaloosa,  Central
    Co., Inc. (1)                  and demolition  AL           Alabama
    (Superior Eagle                landfill
    Bluff Landfill)

    Urban            June 1997     Solid waste     Pell City,   Central
    Sanitation                     landfill and    AL           Alabama
    Corporation (1)                collection
    (Superior Cedar
    Hill Landfill)

    Speedway         June 1997     Solid waste     Tarrant, AL  Central
    Sanitation,                    collection,                  Alabama
    Inc. (1)                       recycling and
                                   transportation

    Milliron         June 1997     Solid waste     Mansfield,   Central Ohio
    Industries                     collection,     OH
                                   recycling and
                                   transportation

    Ohio Disposal    June 1997     Solid waste     Columbus,    Central Ohio
    Systems, Inc.                  collection,     OH
                                   recycling and
                                   transportation

    Burgraff         May 1997      Solid waste     St. Cloud,   Central
    Sanitation                     collection,     MN           Minnesota
                                   recycling and
                                   transportation

    Certain assets   May 1997      Solid waste     Buffalo and  Central
    of Randy's                     collection,     St. Cloud,   Minnesota
    Sanitation,                    recycling and   MN
    Inc.                           transportation

    Certain assets   April 1997    Solid waste     DuBois and   Eastern
    of Browning-                   collection      College      Pennsylvania
    Ferris                                         Station, PA
    Industries of
    Pennsylvania, 
    Inc. (2)

    Homestand Land   April 1997    Solid waste     Kersey, PA   Central
    Corp. (2)                      landfill                     Pennsylvania
    (Greentree
    Landfill)     

    Certain assets   April 1997    Solid waste     Columbus,    Central Ohio
    of BFI Waste                   collection and  Zanesville
    Systems of                     transfer        and
    Ohio, Inc. (2)                                 Marietta,
                                                   OH

    Certain assets   April 1997    Solid waste     Green Bay    Northeastern
    of Browning-                   collection      and          Wisconsin
    Ferris                                         Chilton, WI
    Industries of
    Wisconsin, Inc.
    (2)

    M&N Disposal,    April 1997    Solid waste     Chilton, WI  Northeastern
    Inc. (2)                       landfill under               Wisconsin
    (Superior                      development
    Hickory Meadows
    Landfill, Inc.)

    Certain assets   March 1997    Solid waste     Horicon, WI  Southeastern
    of Ideal                       and recyclable               Wisconsin
    Disposal                       collection
    Service, Inc.

    Rest and Recoup  March 1997    Solid waste     Horicon, WI  Southeastern
    Resource                       collection                   Wisconsin
    Recovery, Inc.

    Madison Pallet   March 1997    Recycling       Madison, WI  Southeastern
                                   operation                    Wisconsin

    Eagle Waste      February      Solid waste     St. Louis,   Eastern
    Systems, Inc.    1997          collection      MO           Missouri

   (1)  Holt Landfill Co., Inc., Urban Sanitation Corporation and Speedway
        Sanitation, Inc. are the wholly-owned subsidiaries of R2T2, acquired
        on June 27, 1997 in a transaction accounted for as a pooling of
        interests. 
   (2)  These operations were acquired in April 1997 in a single acquisition
        transaction from BFI and certain of its subsidiaries.

        There can be no assurance that the Company will be able to continue
   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 any such
   acquisitions 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 continue to
   integrate successfully any acquired operations, or manage or improve the
   operating or administrative efficiencies or productivity of any acquired
   operations.  As the Company continues to pursue acquisition opportunities
   in new market areas, the potential additional geographic expansion of the
   Company's operations resulting from the successful completion of some of
   those acquisition opportunities will make it more difficult for the
   Company to successfully and efficiently integrate such operations with the
   Company's existing operations.  Similarly, the Company may not realize as
   many synergies and efficiencies from acquiring operations outside its
   existing market areas.  Failure by the Company to implement successfully
   its acquisition strategy will limit, and may limit materially, the
   Company's growth potential and may adversely affect the Company's result
   of operations.

        The ongoing 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 has resulted, and may continue to result, in
   fewer attractive 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 capabilities or
   pricing parameters or, as to acquisitions made by the Company, may have an
   adverse effect on the Company's results of operations.  Several of the
   Company's competitors for acquisitions are larger, better known companies
   with significantly greater resources than the Company.  The Company
   believes that a significant factor in its ability to consummate additional
   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.

     Internal Growth

        Superior believes its internal growth will come from additional sales
   penetration in its current and adjacent markets, marketing additional
   services to existing customers, including recycling services, and
   selective price adjustments.  Utilizing a decentralized operations
   strategy, the Company has a 64 person sales force dedicated to increasing
   the Company's sales to new and existing commercial, industrial and
   municipal customers.  A principal component of the Company's internal
   growth strategy is to become the sole provider of solid waste services to
   its customers, including solid waste, other integrated waste and recycling
   services.

     Operating Improvements

        The Company has implemented programs and benchmarking systems
   designed to improve the operational productivity, administrative
   efficiency and profitability of its operations through improved collection
   and disposal routing efficiency, consolidation of "back office"
   operations,  equipment utilization, cost controls, employee training and
   safety.

        An important element of the Company's strategy for improving
   operating margins is to establish new transfer stations within a 150-mile
   radius of its existing landfills to increase its collection and
   transportation efficiencies and improve the Company's internalization of
   collected solid waste.  For example, the Company recently opened a
   transfer station in DePere, Wisconsin to serve that newly acquired market.

   Current Operations

       Introduction

        As of 12/31/97, the Company provides integrated waste services to its
   customers in ten states.  Specifically, 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 1997.  The Company does not believe that the loss of
   any single customer would have a material adverse effect on the Company's
   results of operations.

       Solid Waste Collection and Transfer

        As of December 31, 1997, the Company provided solid waste collection
   services to over 465,000 residential, commercial and industrial customers. 
   The Company's collection operations are conducted generally within a
   150-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 has historically directed the waste to either its own landfill or
   a third party landfill. 

        In 1997,  approximately 65% of the solid waste collected by the
   Company was delivered for disposal at its own landfills, compared to
   approximately 81% in 1996.   Solid waste collection and transfer services
   accounted for approximately 52% of the Company's revenues for 1997,
   including revenues from disposal services provided to customers of the
   Company's collection and transfer units, compared to approximately 45% in
   1996.  These trends reflect the impact of the Company's acquisition of
   collection operations during the year, some of which are located in
   service areas where the Company does not, as yet, have its own landfill or
   transfer station.

        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.  The Company's commercial and
   industrial customers generally utilize portable containers that
   temporarily hold solid waste, thereby enabling the Company to service many
   customers with fewer collection vehicles.

        A majority of the Company's municipal solid waste collection services
   have historically been 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
   320 municipal contracts in place as of December 31, 1997, compared to over
   240 as of December 31, 1996.  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
   landfills. This procedure reduces the Company's costs by improving its
   utilization of collection personnel and equipment. Approximately 25% of
   the solid waste accepted for transfer at the Company's transfer stations
   in 1997 was from third parties, compared to approximately 21% in 1996.

       Recycling Services

        The Company also provides recycling services to customers in most
   markets as part of its strategy to be a full-service integrated solid
   waste services company.  Recycling involves the removal of reusable
   materials from the waste stream for processing and sale in various
   applications.

        The Company operates 14 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  and curbside residential recycling programs in
   connection with its residential collection operations in many communities.


        The Company attempts to resell recycled waste products in the most
   commercially reasonable manner practicable and, by contract, to pass on a
   portion of the commodity pricing risk to its commercial and industrial
   clients.  The Company has a five-year wastepaper purchase agreement
   effective through April 2000 with a national paper company pursuant to
   which the paper company purchases 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 this company.  The Company
   believes that this agreement helps mitigate some of the variability
   associated with the resale of its collected and recyclable wastepaper.

        In 1997, the Company processed an average of approximately 8,400 tons
   of recyclable paper and cardboard per month, compared to approximately
   7,200 tons per month in 1996.  The increase of the average price received
   for recyclable wastepaper caused total revenues in 1997 to increase by
   approximately 1% compared to 1996. The Company expects this trend to
   continue, assuming resale prices are similar to 1997 levels.

     Solid Waste Landfill Disposal

        The Company owns and operates 14 solid waste landfills in Alabama,
   Minnesota, Missouri, Ohio, Pennsylvania, West Virginia, and Wisconsin. 
   This includes one greenfield landfill and one landfill subject to a
   definitive purchase agreement, which the Company is operating pending
   final regulatory approval.   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 are
   in compliance with current applicable state and federal Subtitle D
   Regulations in all material respects.  None of the Company's landfills are
   permitted to accept hazardous waste.  In 1997, approximately 36% of the
   solid waste disposed of at the Company's landfills was delivered by the
   Company compared to approximately 34% in 1996.

        The average daily volume of waste accepted for disposal at the
   Company's open landfills increased to approximately 10,100 tons per day in
   1997 from approximately 7,200 tons per day in 1996 in each case as
   restated to reflect the Company's June 27, 1997  acquisition of Resource
   Recovery Transfer and Transportation Inc. ("R2T2") in a transaction
   accounted for as a pooling of interests.   The increase in revenues from
   landfill disposal operations is the result of waste received at six new
   disposal sites acquired since June 30, 1996 and increased volumes of
   special waste from the Company's project-driven other integrated waste
   services. 

        The following table provides certain information with respect to
   Superior landfills which are owned, under development, or subject to
   purchase under a definitive purchase agreement:


                                                                   Approximate
                                 Month      Year       Permitted   total
    Landfill name and location   acquired   opened     acreage(1)  acreage(1)

    Superior Cranberry Creek     *          1986       34          1,060
     landfill,
    Wisconsin Rapids, WI
    (Central Wisconsin)

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

    Superior Glacier Ridge       March      1986       59(3)       560
     landfill,                   1993
    Mayville, WI (Eastern
    Wisconsin)

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

    Superior FCR landfill,       July       1965       24          357(4)
    Buffalo, MN (Minneapolis     1994
    metropolitan area)

    Superior Seven Mile Creek    September  1978       37          160(5)
     landfill,                   1996
    Eau Claire, WI (Northwest
    Wisconsin)

    Superior Oak Ridge           September  1975       126         180(6)
     landfill,                   1996
    Ballwin, MO (St. Louis
    metropolitan area)

    Superior Hickory Meadows     April      Greenfield 59          317
     landfill,                   1997       landfill
    Chilton,(7)  WI                         under development
    (Northeastern Wisconsin)                Scheduled
                                            to open
                                            late 1998

    Superior Greentree           April      1986       91          1,336
    landfill, Kersey, PA         1997
       (Central Pennsylvania)

    Superior Eagle Bluff         June       1988       24          87
     landfill(8)                 1997
    Tuscaloosa, AL (Central
    Alabama)

    Superior Cedar Hill          June       1975       25          418
     landfill,(9)                1997
    Pell City, AL (Central
    Alabama)

    Superior Maple Hill          October    1976       30          380
     landfill(10)                1997
    Macon, MO (Northeastern
    Missouri)

    Superior Oakland Marsh       December   1997       102         288
     landfill(11)                1997
    Mansfield, OH (Central
    Ohio)   

    Sycamore landfill(12)        Acquisi-   1975       25          93
    Hurricane, WV (Central West  tion
    Virginia)                    Pending

   _______________
   *   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)  In November 1997, the WDNR approved the Company's application for a
        horizontal and vertical expansion of approximately 15 acres at this
        site.
   (4)  Does not include approximately 40 acres currently subject to
        acquisition by the Company upon exercise of a purchase option.
   (5)  Does not include approximately 80 acres currently subject to
        acquisition by the Company upon exercise of a purchase option.
   (6)  Includes approximately 125 acres leased by the Company.  See
        "Properties."  Does not include approximately 58 acres subject to
        acquisition by the Company upon exercise of a purchase option.
   (7)  Formerly M & N Disposal, Inc.  In February 1998, the WDNR approved
        the Company's application for  58.7 permitted acres at this
        site. In December 1997, the Company entered into an interim
        construction agreement and is proceeding with preliminary site
        development.   The Company is currently negotiating a local host
        community agreement.
   (8)  Construction and demolition landfill, formerly Holt landfill.
   (9)  Formerly Urban landfill.
   (10) Formerly Teter Sanitary landfill. 
   (11) Formerly Noble Road landfill.  This facility opened in November 1997.
   (12) The Company has entered into an interim operating agreement to
        operate this municipal solid waste landfill pending final regulatory
        approval of the Company's proposed purchase of this landfill.
     

       Management of Third Party Landfills

      As of December 31, 1997, the Company managed four landfills owned by
   third parties including a fly ash monofill in Oak Creek, Wisconsin, a
   bottom ash monofill in Port Washington, Wisconsin, and two paper sludge
   and ash captive monofills owned by separate paper companies.  A monofill
   is a landfill which only accepts one type of waste.  The fly ash and
   bottom ash monofills are managed with a Wisconsin public electric utility
   company under agreements which expire in April 2000.  One of the paper
   company 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 remaining monofill is located in Quinnesec, Michigan, and
   is managed under an agreement which expires in July 1999. 

       Other Integrated Waste Services

      In order to provide integrated solid waste services to a wide range of
   customers, Superior provides a variety of other waste services, most of
   which are project-based and many of which provide additional waste volumes
   to the Company's landfills.  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 16% of the Company's revenues in 1997
   and 19% in 1996.  This trend is expected to continue as the Company
   pursues its growth strategy of acquiring additional solid waste disposal,
   transfer and collection operations.

      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 clean out 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
   Wisconsin Department of Natural Resources ("WDNR") in Eastern and Central
   Wisconsin, the United States Coast Guard in District Nine, and is a
   subcontractor to the U.S. Environmental Protection Agency ("EPA") in
   Region V.

      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
   and food wastes.  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 built a one 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 provides nonhazardous "special" waste and hazardous waste
   (including household hazardous waste) services, transportation and
   temporary storage services to industrial clients, principally in
   Wisconsin. The Company provides its hazardous waste services from its
   fully-permitted temporary storage facility ("TSF") located in Port
   Washington, Wisconsin (approximately 25 miles north of Milwaukee), and
   operates a hazardous household waste collection and transfer facility in
   St. Paul, Minnesota.  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 2% of the Company's revenues in 1997 and
   less than 4% of the Company's revenues in 1996.  Although the Company may
   under certain conditions from time to time acquire additional operations
   which focus on providing other integrated waste services, including
   certain hazardous waste services, this trend is expected to continue over
   the long term as the Company pursues its growth strategy of acquiring
   additional solid waste disposal, transfer and collection operations.

   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 includes five large national waste companies: Waste
   Management, Inc.; Browning-Ferris Industries, Inc.; USA Waste Services,
   Inc.;  Allied Waste Industries, Inc.; and Republic Industries, 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.  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 a substantial
   portion of its residential collection services under municipal contracts. 
   As is generally the case in the industry, these contracts are subject to
   periodic competitive bidding.  There can be no assurance that the Company
   will be the successful bidder to obtain or retain these contracts.

   Employees

      At December 31, 1997, the Company employed approximately
   1,470 full-time employees. None of the Company's employees are members of
   a collective bargaining unit or covered by a collective bargaining
   agreement, although a representation petition has been filed to represent
   14 drivers at one of the Company's subsidiaries.  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.  Some of the
   federal statutes discussed below contain provisions authorizing, under
   certain circumstances, the institution of lawsuits by private citizens to
   enforce the provisions of the statutes.

      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 treatment/storage facility, 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
   reviewed periodically 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, as amended.

      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.  Among the wastes that
   are specifically designated 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
   transfer/storage facilities 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.  Groundwater 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 and various states into
   which the Company has entered, or may enter, have adopted regulations or
   programs as stringent as, or more stringent than, the Subtitle D
   Regulations.  The Company believes that all of its present landfill
   operations are in compliance with current applicable state and federal
   Subtitle D Regulations in all material respects.

       The Federal Water Pollution Control Act of 1972, as amended ("Clean
   Waste Act")

      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 surface water
   run off 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 storm water.  The Company believes it has secured or has
   applied for all material 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 state standards in
   its market areas in administering the Clean Water Act. 

       The Comprehensive Environmental Response, Compensation and Liability
   Act of 1980, as amended ("CERCLA")

      CERCLA establishes 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, however, 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.  In addition, CERCLA 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 requires the EPA to establish a National Priorities List ("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 identified as a CERCLA site
   and listed on the NPL.  The Company believes that it has not been
   identified as a potential responsible party at any other CERCLA landfill
   site.

       The Clean Air Act

      Through state implementation of federal requirements, the Clean Air Act
   provides for regulation of the emission of air pollutants from certain
   landfills based upon the date of the landfill construction, reconstruction
   or modification, and volume of emissions of regulated pollutants or
   capacity of the landfill.  The EPA has issued new source performance
   standards regulating air emissions of methane and non-methane organic
   compounds from municipal solid waste landfills with certain capacity,
   constructed or reconstructed after May 1991.  States are required to
   develop regulations for landfills that existed prior to that date and the
   regulations are in various stages of development in the states where the
   Company operates.  The state regulations will require installation of
   pollution controls for pre-1991 landfills that emit over certain amounts
   of non-methane organic compounds.  In addition to these requirements,
   landfills may be subject to more extensive pollution controls, emission
   limitations, and pre-construction permitting requirements, depending on
   the amount of air pollutants the landfill emits or has the potential to
   emit; these requirements are more stringent for landfills located in areas
   with air pollution problems.  Some states may require a permit to install
   pollution controls at landfills, particularly gas extraction and flaring
   systems.  EPA has also issued standards to regulate the disposal of
   asbestos-containing wastes.  The landfill may be required to obtain a
   federal operating permit under Title V.  Finally, future regulations under
   development by EPA for the control of emissions of hazardous air
   pollutants from landfills may apply; EPA plans to issue these rules in
   November 2000.

       The Occupational Safety and Health Act of 1970, as amended ("OSHA")

      OSHA authorizes the Occupational Safety and Health Administration to
   promulgate occupational safety and health standards. Various of these
   promulgated standards, including standards for notices of hazards, safety
   in excavation and the handling of asbestos, may apply to the Company's
   operations.  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 operations
   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 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 provide 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 facilities, laws that grant the right to establish franchises
   for collection services and then put out for bid the right to provide
   collection services and bans or other restrictions on the movement of
   solid wastes into a municipality. 

      Certain permits and approvals may limit the types of waste that may be
   accepted at a landfill or the quantity of waste that may be accepted at a
   landfill during a given time period.  In addition, certain permits and
   approvals, as well as certain state and local regulations, may limit a
   landfill to accepting waste that originates from specified geographic
   areas or seek to restrict the importation of out-of-state waste or
   otherwise discriminate against out-of-state waste.  Generally,
   restrictions on the importation of out-of-state waste have not withstood
   judicial challenge.  However, from time to time federal legislation is
   proposed which would allow individual states to prohibit the disposal of
   out-of-state waste or to limit the amount of out-of-state waste that could
   be imported for disposal and would require states, under certain
   circumstances, to reduce the amounts of waste exported to other states. 
   Although such legislation has not yet been passed by Congress, if this or
   similar legislation is enacted, states in which the Company operates
   landfills could act to limit or prohibit the importation of out-of-state
   waste.  Such state actions could materially adversely affect landfills
   within those states that receive a significant portion of waste
   originating from out-of-state.

      In addition, certain states and localities may for economic or other
   reasons restrict the exportation of waste from their jurisdiction or
   require that a specified amount of waste be disposed of at facilities
   within their jurisdiction.  In 1994, the United States Supreme Court held
   unconstitutional, and therefore invalid, a local ordinance that sought to
   impose flow controls on taking waste out of the locality.  However,
   certain state and local jurisdictions continue to seek to enforce such
   restrictions and, in certain cases, the Company may elect not to challenge
   such restrictions based upon various considerations.  In addition, the
   aforementioned proposed federal legislation would allow states and
   localities to impose certain flow control restrictions.  These
   restrictions could result in the volume of waste going to landfills being
   reduced in certain areas, which may materially adversely affect the
   Company's ability to operate its landfills at their full capacity and/or
   affect the prices that can be charged for landfill disposal services. 
   These restrictions may also result in higher disposal costs for the
   Company's collection operations.  If the Company were unable to pass such
   higher costs through to its customers, the Company's business, financial
   condition and result of operations could be materially adversely affected.

      The permits or other land use approvals with respect to a landfill, as
   well as state or local laws and regulations, may (i) specify the quantity
   of waste that may be accepted at the landfill during a given time period;
   and/or (ii) 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 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,
   a waste water treatment plant and other operating facilities in Alabama,
   Illinois, Indiana, Michigan, Minnesota, Missouri, Ohio, Pennsylvania, West
   Virginia and Wisconsin.  The Company leases its various offices and
   facilities, including its executive offices in suburban Milwaukee under a
   lease expiring in 1998.  The Company is presently negotiating a lease for
   its executive offices in Milwaukee to commence in 1998.  The Company also
   leases property which provides access to its Superior Oak Ridge landfill
   in Ballwin, Missouri.  See "Business." The real estate owned by the
   Company is not subject to material encumbrances. The Company believes that
   its existing facilities are generally adequate for its current needs and
   requirements.

   Item 3. Legal Proceedings.

      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 extractions wells
   (which would be connected to the existing gas extraction system at the
   site) and continued groundwater monitoring.  As of December 31, 1997, the
   estimated one-time capital cost for the additional extraction wells was
   $107,000.  Annual operating, maintenance and monitoring costs for the new
   extraction wells, the landfill cap, the existing gas extraction system and
   groundwater monitoring system are estimated at $90,000.   The operating
   duration of the proposed remediation 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 allocated the costs of the
   remediation.  Under the settlement agreement, two generator PRPs agreed to
   contribute a total of 42% 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 Company has been paid
   $482,755 by the seller.  The seller's remaining potential indemnification
   obligation was collateralized as of December 31, 1997 by $2,317,245
   million held in escrow.  The $2,317,245 million recoverable from the
   seller is included on the Company's balance sheet as part of "other
   assets".  On August 15, 1997, an engineer selected by the seller
   determined that the reasonable present value of the cost of a likely
   remedial action plan for the closed landfill approximates $688,000.  The
   Company and seller are in dispute regarding the cost of a likely remedial
   action plan.  The seller has demanded arbitration and has filed a
   declaratory judgment action in state court.  If the seller's position is
   accepted or upheld in the pending proceedings, the Company may be required
   to return to the seller substantially all or a substantial portion of the
   current amount held in escrow.  This would result in a reduction of the
   Company's "other asset" and the related liability account on its balance
   sheet.  Although the engineer's estimate of such potential costs was
   substantially less than the Company's current estimate, the Company
   believes its existing financial reserves, together with the amounts paid
   and remaining payable by the seller and the contribution obligations of
   the generator PRPs, are adequate to cover the currently anticipated
   remediation costs of such landfill.  As is the case with all sites on the
   NPL, the performance of the selected remedy at the closed landfill will be
   subject to periodic review by the WDNR and the EPA.  In the event the
   selected remedy does not perform adequately to meet applicable state and
   federal standards, additional remedial measures beyond those currently
   anticipated could be required by the WDNR and EPA.  Implementation of any
   of such additional remedial measures may involve substantial additional
   costs beyond those currently anticipated.

      In connection with the formation of the Company in 1993 through the
   consolidation of three groups of independent waste services companies,
   certain potential environmental liabilities associated with the previously
   filled portion of the Superior Valley Meadows landfill were identified. 
   At the time of the consolidation of these companies into the Company, a
   contingent liability escrow was established to cover the then estimated
   costs of remediation and monitoring with respect to these contingent
   liabilities.  To indemnify the Company against up to $1,308,000 of these
   contingent liabilities, 130,800 shares of the Company's Common Stock
   otherwise issuable as part of the consolidation to the individual who was
   the principal shareholder of the prior owner of the site and who is now a
   director, executive officer and significant shareholder of the Company,
   were withheld from issuance.  In order to preserve the Company's rights
   under this indemnification arrangement prior to the February 24, 1997
   expiration date for advancing such types of indemnification claims, the
   Company formally notified the individual of the Company's claim against
   the withheld shares for the entire amount of the originally established
   liability escrow.  The Company believes that the entire amount of such
   environmental liabilities will either be covered by the foregoing
   indemnification arrangement or otherwise is not expected to have a
   material adverse effect on the Company's results of operations or
   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. In
   particular, landfill expansion 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.  From time to
   time the Company also may be subjected to actions brought by citizens
   groups in connection with the permitting or expansion of landfills, the
   permitting of transfer stations, 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.

      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. 

   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 1997.


                                     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  sale prices for the Common Stock for the period from March 8,
   1996, the date of its intial public stock offering, through December 31,
   1997 as reported by Nasdaq.  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


                                       High                Low
    1997

    First quarter ended March 31,
     1997                              $24                 $17 1/2

    Second quarter ended June 30,
     1997                              $23 3/4             $20 1/8

    Third quarter ended September 30,
     1997                              $29                 $22 3/4

    Fourth quarter ended December 31,
     1997                              $29 1/2             $20 7/8


      At February 19, 1998, there were approximately 235 shareholders of
   record of the Company's common stock and, based on security position
   listings, the Company believes it has in excess of 4,700 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
   revolving  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, 1996 and 1997 and for the three years in the
   period ended December 31, 1997 and "Item 7. Management's Discussion and
   Analysis of Financial Condition and Results of Operations."  All financial
   data for 1995, 1996, and 1997 have been restated and give retroactive
   effect to reflect the Company's June 27, 1997 merger with Resource
   Recovery Transfer & Transportation, Inc. ("R2T2") in a transaction
   accounted for as a pooling of interests.  Periods prior to 1995 have not
   been restated to include the accounts and operation of R2T2 as combined
   results are not materially different from the results as previously
   presented.

   <TABLE>
   <CAPTION>
                                                                Years ended December 31, (1)
                                                    1993          1994       1995        1996       1997
   Statement of Operations Data:                          (in thousands, except per share amounts)

      <S>                                         <C>            <C>        <C>        <C>        <C>
      Revenues                                      $67,304      $76,297    $96,175    $117,121   $177,833

      Cost of Operations                             39,262       46,417     49,897      60,593     97,187

      Selling, general and administrative
       expenses                                      12,106       15,054     16,561      18,677     25,132

      Merger Costs                                     ----         ----      -----       -----      1,035
                                   
      Depreciation and amortization                   6,180        9,488     13,357      16,767     23,861
                                                   --------      -------   --------    --------   --------
      Operating income from continuing
       operations                                     9,756        5,338     16,360      21,084     30,618

      Interest expense                               (1,531)      (2,245)    (2,853)       (859)    (1,277)

      Other income                                      228           27        290         478      1,120
                                                   --------      -------   --------    --------   --------
      Income from continuing operations before
       income taxes                                   8,453        3,120     13,797      20,703     30,461
                 
      Income taxes                                    3,343        1,389      5,733       8,540     12,706
                                                   --------      -------   --------    --------   --------

      Income from continuing operations               5,110        1,731      8,064      12,163     17,755

      Income (loss) from discontinued
       operations, net of income tax(2)                  56       (5,735)      (329)      -----      -----
                                                   --------      -------   --------    --------   --------
      Net income (loss)                              $5,166      $(4,004)    $7,735     $12,163    $17,755
                                                   ========      =======   ========    ========   ========
      Earnings (loss) per share:
        Basic                                         $0.43       $(0.30)     $0.52       $0.68      $0.87
                                                      =====       ======      =====       =====      =====
        Diluted                                       $0.42       $(0.30)     $0.51       $0.67      $0.85
                                                      =====       ======      =====       =====      =====

   Other Operating Data:

      EBITDA(3)                                     $15,936      $14,826    $29,717     $37,851    $54,479


   <CAPTION>
                                                                        December 31,
                                                      1993         1994       1995        1996       1997
   Balance Sheet Data:                                                 (in thousands)

      <S>                                           <C>          <C>        <C>         <C>        <C>
      Cash and cash equivalents                      $3,022       $2,034     $3,101     $16,579    $40,135
      Working capital                                 8,906       12,818      5,403      15,825     44,501
      Property and equipment, net                    76,546       80,592     88,409     115,691    210,969
      Total assets                                  116,398      126,785    132,503     190,026    366,992
      Long-term debt, net of current
       maturities                                    27,388       35,794     20,168       4,907      3,282
      Series A convertible preferred stock           15,000       15,000     15,000        ----       ----
      Total common shareholders' investment          32,922       29,331     38,798     107,045    259,409

   ____________________

   (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)  Includes estimated losses on disposition of discontinued operations,
        net of income taxes of $5,042,000 and $329,000 for 1994 and 1995,
        respectively.
   (3)  EBITDA is defined as operating income from continuing operations,
        plus depreciation and amortization.  EBITDA should not be considered
        an alternative to (i) operating income or net income (as determined
        in accordance with generally accepted accounting principles ("GAAP"))
        as an indicator of the Company's operating performance or (ii) cash
        flows from operating activities (as determined in accordance with
        GAAP) as a measure of operating performance or liquidity.  However,
        the Company has included EBITDA data (which are not a measure of
        financial performance under GAAP) because it understands that such
        data are commonly used by certain investors to evaluate a company's
        performance in the solid waste industry.  Furthermore, the Company
        believes that EBITDA data are relevant to an understanding of the
        Company's performance because they reflect the Company's ability to
        generate cash flows sufficient to satisfy its debt service, capital
        expenditure and working capital requirements.   The Company therefore
        interprets the trends that EBITDA depicts as one measure of the
        Company's's operating performance.  However, funds depicted by the
        EBITDA measure may not be available for debt service, capital
        expenditures or working capital due to legal or functional
        requirements to conserve funds or other commitments or uncertainties. 
        EBITDA, as measure by the Company, might not be comparable to
        similarly titled measure reported by other companies.  Therefore, in
        evaluating EBITDA data, investors should consider, among other
        factors: the non-GAAP nature of EBITDA data; actual cash flows; the
        actual availability of funds for debt service; capital expenditures
        and working capital; and the comparability of the Company's EBITDA
        data to similarly titled measures reported by other companies.


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

   General

     Superior provides solid waste collection, transfer, transportation,
   recycling and disposal services to customers in Alabama, Illinois, Iowa,
   Michigan, Minnesota, Missouri, Ohio, Pennsylvania, West Virginia, and
   Wisconsin.  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, 1997, solid waste operations consisted of 14 Company owned
   and operated landfills, including a greenfield landfill and a municipal
   solid waste landfill, subject to a definitive purchase agreement, 
   4 managed third party landfills, 29 solid waste collection operations, 14
   recycling facilities and 10 solid waste transfer stations.

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


                                     1995        1996        1997
                                  (Restated)  (Restated)

    Collection  . . . . . . . .        46%          45%       52%

    Disposal  . . . . . . . . .        19%          24%       21%

    Recycling . . . . . . . . .        14%          12%       11%

    Other integrated waste     
     services . . . . . . . . .        21%          19%       16%
                                    ------       ------    ------
                                      100%         100%      100%
                                    ======       ======    ======


     The Company's strategy for future  growth anticipates significant
   revenue from its acquisition program and continued internal growth.  The
   Company acquired businesses with estimated annualized revenues of more
   than $75 million in 1997.  The percentage of revenue obtained from
   collection services increased to 52% in 1997 compared to 45% in 1996 due
   to a greater portion of revenue being generated from collection operations
   acquired.  The Company believes that future operations acquired will
   continue the trend in its revenue mix away from recycling and other
   integrated waste services and more towards solid waste collection and
   disposal.  

     All financial data for 1995, 1996, and 1997 have been restated and give
   retroactive effect to reflect the Company's June 27, 1997 merger with R2T2
   in a transaction accounted for as a pooling of interests.

   Results of Operations

       Overview

     In 1997, revenues increased 51.8% to $177.8 million compared to
   $117.1 million in 1996.  Income from continuing operations increased 46.0%
   to $17.8 million in 1997 from $12.2 million in 1996. Diluted earnings per
   share from continuing operations increased 26.9% to $0.85 for 1997 from
   $0.67 per share for 1996.  The weighted average of common and common
   equivalent shares outstanding was 20.9 million for 1997 and 18.1 million
   for 1996.

     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>
<TABLE>
   <CAPTION>
                                  Percentage Relationship to Total     Period-to-Period Change
                                        Revenues Years Ended                Years Ended 
                                            December  31,                   December 31,
                                                                       1996 vs.      1997 vs.
                                    1995         1996        1997        1995          1996

   <S>                               <C>         <C>         <C>           <C>            <C> 
   Revenues                          100.0%      100.0%      100.0%        21.8%          51.8%

   Cost of operations                 51.9        51.7        54.7         21.4%          60.4%

   Selling, general and
    administrative expenses           17.2        16.0        14.1         12.8%          34.6%

   Merger costs                         -           -          0.6         N/A             N/A
                                
   Depreciation and amortization      13.9        14.3        13.4         25.5%          42.3%
                                     -----       -----       -----       ------          -----
   Operating income from
    continuing operations             17.0        18.0        17.2         28.9%          45.2%
                   
   Interest expense                   (3.0)       (0.7)       (0.7)       (69.9%)         48.7% 
               
   Other income                        0.3         0.4         0.6         64.8%         134.3%
                                     -----       -----       -----        -----          -----
   Income from continuing
    operations before income
    taxes                             14.3        17.7        17.1         50.1%          47.1%
               
   Income taxes                        5.9         7.3         7.1         49.0%          48.8%
                                     -----       -----       -----        -----          -----
   Income from continuing
    operations                         8.4%       10.4%       10.0%        50.8%          46.0%
                                     =====       =====       =====        =====          =====
   </TABLE>


           Revenues

       Revenues increased approximately $60.7 million, or 51.8%, to
   $177.8 million in 1997 from $117.1 million in 1996 due primarily to the
   impact of operations acquired which were accounted for under the purchase
   method of accounting.  During 1997, the Company acquired or merged with 26
   businesses with expected annualized revenues of approximately $75 million. 
   The Company expects its revenues and income from operations to increase in
   1998 in comparison to those reported historically due to the inclusion of
   a full year of revenue and income in 1998  from these acquired businesses,
   as well as a result of its ongoing acquisition program. The increase in
   revenue was also due, to a much lesser extent, to increases in volumes of
   wastes collected and disposed at the Company's landfills. Internal growth
   from sales activities increased approximately 5% over 1996, exclusive of
   the impact of an increase in recyclable commodity prices which caused an
   approximately 1% increase in total revenues compared to the previous year. 
    Daily disposal volume at the Company's landfills rose to an average of
   approximately 10,100 tons per day in 1997 compared to an average of
   7,200 tons per day in 1996.  The higher landfill volume was predominantly
   the result of waste received at disposal sites acquired, as well as
   increased volumes of special waste streams from the Company's project-
   driven other integrated waste services.   The Company expects to continue
   to increase disposal volumes in 1998 due primarily  to the inclusion of a
   full year of disposal income from landfills acquired during 1997 and
   continued internal sales growth activities.

       Revenues increased approximately $20.9 million, or 21.8%, to
   $117.1 million in 1996  from $96.2 million in 1995.  This increase was
   attributable primarily to a 63.2% increase in volumes of wastes disposed
   at the Company's landfills.  Revenues for 1996 compared to 1995 increased
   $10.6 million from the impact of operations 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 approximately
   7,200 tons per day in compared to an average of almost 4,500 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.

       Cost of Operations

       Cost of operations increased $36.6 million, or 60.4%, for 1997
   compared to 1996.  As a percentage of revenues, cost of operations
   increased to 54.7% from 51.7% in 1996.  The increase in cost of operations
   as a percentage of revenues was due to the higher relative percentage of
   non-integrated collection revenues from businesses acquired resulting in a
   lower overall percentage of waste collected by the Company which is
   disposed of at its own facilities and a higher relative percentage of
   business recognized from collection operations (which typically have
   higher costs of operations as a percentage of revenues than disposal
   operations).  Changes in this trend are dependent on the timing and mix of
   potential future business acquisitions, the ability to internalize waste
   streams from new and planned transfer stations, and the seasonality of the
   Company's operations.  See "Seasonality."  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
   services provided to new customers, including the operation of new
   businesses acquired.

       Cost of operations increased $10.7 million, or 21.4%, for 1996
   compared to 1995.  As a percentage of revenues in 1996, cost of operations
   improved to 51.7% from 51.9% 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 projects and services provided
   to new customers, including the operation of new operations acquired.

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

       SG&A increased $6.5 million, or 34.6%, for 1997 compared to 1996.  As
   a percentage of revenues, SG&A decreased to 14.1% in 1997 from 16.0% in
   1996.  The percentage decline in SG&A was primarily due to the significant
   increase in revenues acquired without a need to correspondingly increase
   SG&A support functions, particularly at the home office. This trend is
   expected to continue in 1998 as the Company continues to pursue further
   SG&A efficiencies.  While SG&A decreased as a percentage of revenues, the
   actual dollars increased primarily due to increased costs for personnel
   necessary to support service to new customers, including those associated
   with the operations acquired and increased expenditures for 6 additional
   market development personnel.

       SG&A increased $2.1 million, or 12.8%, for 1996 compared to 1995.  As
   a percentage of revenues, SG&A decreased to 16.0% in 1996 from 17.2% 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 operations acquired.

       Depreciation and Amortization

       Property and equipment costs are depreciated using the straight-line
   method over 20 years or the life of the lease for buildings or leasehold
   improvements, and over 5 to 10 years for vehicles and equipment.  Landfill
   costs 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.  Goodwill is 
   amortized over 15 to 25 year periods.  Covenants not to compete are 
   amortized over 3 to 10 year periods.  The Company believes its depreciation
   and amortization accounting policies and practices are consistent with 
   industry practice.

       Depreciation and amortization increased $7.1 million, or 42.3%, for
   1997 compared to 1996 primarily as a result of increased depreciation
   costs of the additional assets and businesses acquired,  increased
   landfill depletion costs, and increased goodwill amortization as a result
   of acquisitions completed during 1997.  As a percentage of revenues,
   depreciation and amortization decreased to 13.4% in 1997 compared to 14.3%
   in 1996  reflecting the change in revenue mix towards collection
   operations which typically reflect lower depreciation as a percentage of
   revenue.  Changes in this trend are dependent on the timing and mix of
   potential future business acquisitions and the seasonality of the
   Company's operations.  See "Seasonality."  

       Depreciation and amortization increased $3.4 million, or 25.5%, for
   1996 compared to 1995, primarily as a result of increased landfill
   depletion costs and increased depreciation costs of the additional assets
   and operations acquired.  As a percentage of revenues, depreciation and
   amortization increased to 14.3% in 1996 compared to 13.9% 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 operations
   acquired.

       Interest Expense

       Gross interest expense (exclusive of interest income)  increased
   $418,000, or 48.7%, for 1997 compared to 1996.  The lower interest expense
   in 1996  was due to the application of a portion of the net proceeds from
   the Company's March 1996 initial public offering to repay indebtedness. 
   Indebtedness was also repaid in 1997 through the use of proceeds from the
   Company's September 1997 follow-on offering, but this occurred much later
   in the year resulting in more interest expense than had been incurred than
   in 1996.   Interest expense as a percentage of revenues was 0.7% in both
   1997 and 1996.  Interest of $950,000 was capitalized during 1997 related
   to landfills under development.

       Interest expense decreased $2.0 million, or 69.9%, for 1996  compared
   to 1995.  Interest expense as a percentage of revenues was 0.7% 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 facility in December 1995.

       Income Taxes

       The Company's effective tax rate increased to 41.7% for 1997 compared
   to 41.3% in 1996 and 41.6% in 1995.  The increase in the effective tax
   rate in 1997 is due to the non-deductible amortization of intangibles
   related to businesses acquired.

   Liquidity and Capital Resources

       On August 7, 1997, the Company filed a Form S-3 "shelf" registration
   statement with the Securities and Exchange Commission to register
   5,000,000 shares of common stock of which  4,403,500 shares were sold in
   September 1997 at a price of $28.00 per share.  The $116.7 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 $51.7 million.  The remainder of the net proceeds have
   been and will continue to be used for potential future acquisitions,
   capital expenditures, and working capital. The Company's balance sheet at
   December 31, 1997 reflected approximately $40.1 million in cash and cash
   equivalents compared to $16.6 million at December 31, 1996.  Pending
   specific application, the Company has invested the unused proceeds in
   short-term interest bearing securities.  
    
       At December 31, 1997, the Company had no outstanding borrowings and
   approximately $2.3 million in letters of credit outstanding under its $110
   million revolving credit facility.  Outstanding long-term indebtedness at
   December 31, 1997 consists primarily of equipment loan facilities.  At
   December 31, 1997, the ratio of the Company's long-term debt to total
   capitalization was 1.25% compared to 4.4% at December 31, 1996.  The
   reduction was attributable to the use of the net proceeds from the
   September 1997 follow-on public offering and net cash flow from operations
   applied to further reduce outstanding indebtedness.

       The Company's  principal strategy for future growth is through the
   acquisition of additional solid waste disposal and collection operations. 
   During 1997, the Company acquired 23 businesses, including four
   operational landfills, which were accounted for as purchases. 
   Consideration for these acquisitions was $104.9 million in cash (net of
   cash acquired), $6.1 million in future payments or notes payable, and
   384,893 shares of Common Stock. Although there can be no assurance that
   the Company will be able to  successfully continue its acquisition program
   at the same pace as in 1997, 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 $110 million facility was available at
   December 31, 1997.  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  matures in March 2002.

       Capital expenditures for 1998 currently are expected to be
   approximately $38 million compared to $26.9 million in 1997. These 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,
   1997, the Company estimated the total costs (on a current dollar as
   opposed to a discounted present value basis) to be approximately
   $85 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, 1997, the Company had accrued $38.3 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. 

       Net cash provided by operations for the year ended December 31, 1997
   increased to $36.2 million from $30.9 million during 1996.  The increase
   was primarily due to the increase in depreciation and amortization, a
   noncash expense, of $7.1 million between 1996 and 1997 as well as the
   $5.6 million increase in net income. These increases were offset by the
   increase in accounts receivable of $9.5 million attributable to the
   increased sales volume from operations acquired.

       Net cash used in investing activities for the year ended December 31,
   1997 increased to $131.7 million from $37.6 million for the year ended
   December 31, 1996.  The increase was primarily due to $106.8 million of
   net cash payments for businesses acquired compared to $20.4 million in
   1996.  Purchases of property and equipment increased $9.4 million to
   $26.9 million for 1997, primarily due to landfill expansions.

       Net cash provided by financing activities in the year ended
   December 31, 1997 totaled $119.1 million compared to $20.2 million in the
   year ended December 31, 1996.  This increase reflected the receipt of
   $116.7 million in net proceeds from the follow-on offering of the
   Company's stock in September 1997.

   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, 1997 and December 31, 1996, all restated to give retroactive
   effect to the merger with R2T2 in a transaction accounted for as a pooling
   of interests.  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, 1997         June 30, 1997      September 30, 1997    December 31, 1997
                                                    (dollars in thousands, except per share data)

   <S>                           <C>         <C>      <C>          <C>      <C>          <C>      <C>          <C>      
   Revenues                      $30,683     100.0%   $45,291      100.0%   $51,578      100.0%   $50,281      100.0%

   Expenses:

      Cost of operations          16,533      53.9     24,697       54.5     28,761       55.8     27,196       54.1
      Selling, general and                                                                    
       administrative
       expenses                    5,588      18.2      6,242       13.8      6,260       12.1      7,042       14.0

      Merger costs                     -       -        1,035        2.3         -          -           -         - 

      Depreciation and
       amortization                4,474      14.6      5,827       12.9      6,935       13.4      6,625       13.2
                                  ------    ------     ------     ------    -------     ------    -------     ------
   Operating income                4,088      13.3      7,490       16.5      9,622       18.7      9,418       18.7

   Other income:

      Interest expense              (193)     (0.6)      (366)      (0.8)      (471)      (0.9)      (247)      (0.5)

      Other income (expense),
       net                           251       0.8       (249)      (0.5)       163        0.3        955        1.9
                                  ------    ------     ------     ------    -------     ------    -------     ------
   Income before income taxes      4,146      13.5      6,875       15.2      9,314       18.1     10,126       20.1

   Income taxes                    1,710       5.6      2,977        6.6      3,842        7.5      4,177        8.3
                                  ------    ------     ------     ------    -------     ------    -------     ------

   Net income                     $2,436       7.9%    $3,898        8.6%    $5,472       10.6%    $5,949       11.8%
                                  ======               ======               =======               =======

   Earnings per share:

      Basic                        $0.13                $0.20                 $0.27                 $0.25
                                  ======               ======               =======               =======

      Diluted                      $0.13                $0.20                 $0.27                 $0.25
                                  ======               ======               =======               =======


   <CAPTION>
                                                                  Three months ended
                                   March 31, 1996         June 30, 1996      September 30, 1996     December 31, 1996
                                                     (dollars in thousands, except per share data)

   <S>                           <C>         <C>      <C>          <C>      <C>          <C>      <C>          <C>      
   Revenues                     $23,375      100.0%   $28,710      100.0%   $31,478      100.0%   $33,558      100.0%

   Expenses:

      Cost of operations         12,764       54.6     14,582       50.8     15,617       49.6     17,630       52.5

      Selling, general and                                              
       administrative
       expenses                   4,177       17.9      4,325       15.1      4,608       14.6      5,567       16.6

   Depreciation and
    amortization                  3,659       15.6      4,235       14.7      4,135       13.1      4,738       14.1
                                 ------    -------    -------    -------    -------    -------    -------     ------
   Operating income               2,775       11.9      5,568       19.4      7,118       22.7      5,623       16.8

   Other income:
                                                                                                
      Interest expense             (397)      (1.7)      (146)      (0.5)       (99)      (0.3)      (217)      (0.6)
                                                                                        
      Other income
       (expense), net               276        1.2        210        0.7       (187)      (0.6)       179        0.5
                                -------    -------    -------     ------    -------    -------    -------    -------
   Income before income taxes     2,654       11.4      5,632       19.6      6,832       21.8      5,585       16.7

               
   Income taxes                   1,095        4.7      2,323        8.1      2,818        9.0      2,304        6.9
                                -------    -------    -------    -------     ------    -------    -------   --------

             
   Net income                    $1,559        6.7%    $3,309       11.5%    $4,014       12.8%    $3,281        9.8%
                                 ======                ======               =======               =======

   Earnings per share:

      Basic                       $0.10                 $0.18                 $0.22                 $0.18
                                 ======                ======               =======                ======

      Diluted                     $0.10                 $0.18                 $0.21                 $0.17
                                 ======                ======                ======                ======


   </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.  In 1996, revenues increased
   during the fourth quarter compared to the third quarter due to the revenue
   from acquisitions closed by the Company at the end of the third and the
   beginning of the fourth quarters, 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.

   Year 2000 Initiative

   The Company has determined that it will need to modify or replace portions
   of its software so that its computer systems will function properly with
   respect to dates in the year 2000 and beyond.  The Company also has
   initiated discussions with its significant suppliers and financial
   institutions to ensure that those parties have appropriate plans to
   remediate Year 2000 issues where their systems interface with the
   Company's systems or otherwise impact its operations.  The Company is
   assessing the extent to which its operations are vulnerable should those
   organization fail to properly remediate their computer systems.

   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 cost of Year 2000 initiatives is not
   expected to be material to the Company's results of operations or
   financial position.

   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, 1996 and 1997,
   and the related consolidated statements of income, shareholders'
   investment and cash flows for each of the three years in the period ended
   December 31, 1997. Our audits also include the financial statement
   schedule listed in the Index at Item 14(a). These financial statements and
   the schedule are the responsibility of the Company's management. Our
   responsibility is to express an opinion on these financial statements and
   the schedule 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, 1996 and 1997, and the
   consolidated results of its operations and its cash flows for each of the
   three years in the period ended December 31, 1997, in conformity with
   generally accepted accounting principles. Also, in our opinion, the
   related financial statement schedule, when considered in relation to the
   basic financial statements taken as a whole, presents fairly, in all
   material respects, the information set forth therein. 



   Milwaukee, Wisconsin                              Ernst & Young LLP
   February 5, 1998


   <PAGE>

                         Superior Services, Inc.

                      Consolidated Balance Sheets


                                                       December 31
                                                    1996             1997
                                              (In Thousands, Except Share 
                                                 and Per Share amounts)
   Assets

   Current assets:
     Cash and cash equivalents                     $16,579         $  40,135
     Trade accounts receivable                      19,226            35,178
     Prepaid expenses and other 
       current assets                                2,817             4,900
                                                 ---------        ----------
   Total current assets                             38,622            80,213

   Property and equipment, net                     115,691           210,969
   Restricted funds held in trust                    8,035             7,714
   Other assets                                      4,044             3,603
   Intangible assets, net                           23,634            64,493
                                                 ---------        ----------
   Total assets                                   $190,026          $366,992
                                                 =========        ==========

   Liabilities and shareholders' investment
   Current liabilities:
     Current maturities of long-term debt           $2,529         $   1,879
     Trade accounts payable                          6,966            10,388
     Accrued payroll and related expenses            3,178             4,769
     Other accrued expenses                         10,124            18,676
                                                 ---------        ----------
   Total current liabilities                        22,797            35,712

   Long-term debt, net of current 
     maturities                                      4,907             3,282
   Disposal site closure and long-term
     care obligation                                30,470            38,347
   Deferred income taxes                            13,679            18,067
   Other liabilities                                11,128            12,175

   Commitments and contingencies (Note 10)

   Shareholders' investment:
     Common stock, $.01 par value; 100,000,000
       shares authorized; 18,726,449 and 
       24,071,932 issued and outstanding in 
       1996 and 1997, respectively                     187               241
     Additional paid-in capital                     81,754           216,309
     Retained earnings                              25,104            42,859
                                                ----------        ----------
   Total shareholders' investment                  107,045           259,409
                                                ----------        ----------
   Total liabilities and shareholders'
     investment                                   $190,026          $366,992
                                                ==========        ==========


   The accompanying notes are an integral part of these financial statements

   <PAGE>

   <TABLE>
                             Superior Services, Inc.

                        Consolidated Statements of Income
   <CAPTION>
                                                                          Year ended December 31
                                                                 1995             1996              1997
                                                                        (In Thousands, Except Share
                                                                          and Per Share amounts)
   <S>                                                          <C>             <C>                <C>   
   Revenues                                                     $96,175         $117,121           $177,833

   Expenses:
    Cost of operations                                           49,897           60,593             97,187
    Selling, general and administrative expenses                 16,561           18,677             25,132
    Merger costs                                                      -                -              1,035
    Depreciation and amortization                                13,357           16,767             23,861
                                                              ---------         --------           --------
                                                                 79,815           96,037            147,215

   Operating income from continuing operations                   16,360           21,084             30,618

   Other income (expense):
    Interest expense                                             (2,853)            (859)            (1,277)
    Other income                                                    290              478              1,120
                                                              ---------         --------           --------
   Income from continuing operations before income taxes
                                                                 13,797           20,703             30,461
   Provision for income taxes                                     5,733            8,540             12,706
                                                              ---------        ---------           --------
   Income from continuing operations                              8,064           12,163             17,755


   Loss on disposition of discontinued operations, net of
    income tax (Note 3)                                            (329)               -                  -

                                                              ---------        ---------          ---------
   Net income                                                    $7,735         $ 12,163           $ 17,755
                                                              =========        =========          =========
   Earnings per share:
    Basic earnings per share:
      Income from continuing operations                           $ .54             $.68               $.87
      Loss from discontinued operations                            (.02)               -                  -
                                                              ---------        ---------          ---------
      Net income                                                  $ .52             $.68               $.87
                                                              =========        =========          =========
    Diluted earnings per share:
      Income from continuing operations                           $ .53             $.67               $.85
      Income from discontinued operations                          (.02)               -                  -
                                                              ---------        ---------          ---------
      Net income                                                  $ .51             $.67               $.85
                                                              =========        =========          =========


   The accompanying notes are an integral part of these financial statements

   </TABLE>

   <TABLE>
                             Superior Services, Inc.

                Consolidated Statements of Shareholders' Investment
   <CAPTION>
                                                                     Additional
                                       Common Stock                   Paid-In          Retained
                                      Shares        Amounts           Capital          Earnings               Total
   <S>                               <C>              <C>            <C>               <C>                   <C>
   Balance at December 31, 1994      11,682,720       $117           $ 26,653          $ 5,206               $ 31,976
    Net income                                -          -                  -            7,735                  7,735
    Other                               (90,905)        (1)              (913)               -                   (914)
                                     ----------      -----           --------         --------               ---------
   Balance at December 31, 1995      11,591,815        116             25,740           12,941                 38,797

    Net income                                -          -                  -           12,163                 12,163
    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      18,726,449        187             81,754           25,104                107,045

    Net income                                -          -                  -           17,755                 17,755
    Issuance of common stock:
      Shares sold to public, net of
       offering costs                 4,403,500         44            116,684                -                116,728
      Acquisitions                      467,142          5             11,005                -                 11,010
      Payment of debt                    59,114          1              1,278                -                  1,279
      Stock options                     415,727          4              3,447                -                  3,451
    Tax benefit of stock options              -          -              2,141                -                  2,141
                                     ----------      -----          ---------         --------              ---------
   Balance at December 31, 1997      24,071,932       $241           $216,309          $42,859               $259,409
                                     ==========      =====          =========         ========              =========

   The accompanying notes are an integral part of these financial statements

   </TABLE>
   <TABLE>
                             Superior Services, Inc.

                      Consolidated Statements of Cash Flows

   <CAPTION>
                                                                                          Year ended December 31
                                                                              1995                1996                 1997
                                                                                             (In Thousands)
   <S>                                                                      <C>                  <C>              <C>
   Operating activities
   Net income                                                               $7,735               $12,163          $   17,755
   Adjustments to reconcile net income to net cash provided by
    operating activities:
      Depreciation and amortization                                         13,268                16,767              23,861
      Deferred income taxes                                                   (695)                 (517)              1,112
      (Gain) loss on sale of assets                                           (204)                   74                 150
      Other                                                                   (780)                   40                 445
       Change in operating assets and liabilities, net of effects of
      acquired businesses:
        Accounts receivable                                                   (266)               (2,160)            (11,697)
        Prepaid expenses and other current assets                            2,678                   572              (1,757)
        Accounts payable and accrued expenses                                2,683                 1,645               6,501
        Disposal site closure and long-term care obligation                  2,698                 2,318                (209)
                                                                            ------                ------             -------
   Net cash provided by operating activities                                27,117                30,902              36,161

   Investing activities
   Acquisition of businesses and landfills under development, net of
    cash acquired                                                           (1,651)              (20,430)           (106,847)
   Purchases of property and equipment                                     (12,124)              (17,469)            (26,864)
   Proceeds from sale of discontinued operations                             4,295                   562                   B
   Proceeds from sale of property and equipment                              1,471                   661               1,164
   Decrease (increase) in restricted funds held in trust                    (1,549)                 (925)                850
                                                                           -------               -------            --------
   Net cash used in investing activities                                    (9,558)              (37,601)           (131,697)

   Financing activities
   Net proceeds from public stock offering                                       -                37,230             116,728
   Issuance of stock under employee stock plans                                  -                 1,336               3,451
   Proceeds from long-term debt                                              5,803                 4,017               4,364
   Payments of long-term debt                                              (23,010)              (22,406)             (5,451)
                                                                           -------               -------            -------- 
   Net cash provided by (used in) financing activities                     (17,207)               20,177             119,092
                                                                   
   Net increase in cash and cash equivalents                                   352                13,478              23,556

   Cash and cash equivalents at beginning of year                            2,749                 3,101              16,579
                                                                           -------               -------            --------
   Cash and cash equivalents at end of year                                 $3,101               $16,579          $   40,135
                                                                           =======               =======           =========

   The accompanying notes are an integral part of these financial statements

   </TABLE>

   <PAGE>

                             Superior Services, Inc.

                   Notes to Consolidated Financial Statements

                                December 31, 1997


   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, in Alabama, Illinois, Iowa, Michigan,
   Minnesota, Missouri, Ohio, Pennsylvania, West Virginia and Wisconsin.

   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, which totals
   $643,000 and $1,488,000 at December 31, 1996 and 1997, 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, 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.

   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
                                                    1996             1997
                                                      (In Thousands)

   Goodwill                                        $20,067       $62,977
   Covenants not to compete                          5,727         5,698
   Other                                             3,347         4,343
                                                  --------      --------
                                                    29,141        73,018

   Less accumulated amortization                     5,507         8,525
                                                  --------      --------
                                                   $23,634       $64,493
                                                  ========      ========

   Other Accrued Expenses

   Other accrued expenses consist of the following:
                                                        December 31
                                                    1996           1997
                                                      (In Thousands)
   Additional acquisition consideration            $2,547        $6,059
   Real estate and personal property taxes          1,170         1,016
   Liabilities for covenants not-to-compete         1,445         1,625
   Deferred revenue                                 2,051         4,648
   Insurance                                        1,229         1,923
   Income taxes payable                               299             -
   Other                                            1,383         3,405
                                                  -------       -------
                                                  $10,124       $18,676
                                                  =======       =======

   <PAGE>

                             Superior Services, Inc.

                   Notes to Consolidated Financial Statements


   Disposal Site Closure and Long-Term Care

   The Company 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, 1997, the Company estimates the total costs to be
   approximately $85 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 $30,470,000 and
   $38,347,000 for such projected costs at December 31, 1996 and 1997,
   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, 1996 and 1997, 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 costs.

   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
                                            1995      1996     1997
                                                (In Thousands)
   Interest paid                          $2,964    $1,001     $  1,276
   Income taxes paid                       4,680     8,996       10,506


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

   Earnings Per Share

   The Company has adopted Statement of Financial Accounting Standards
   ("SFAS") No. 128, "Earnings Per Share," which replaced the calculation of
   primary and fully diluted earnings per share with basic and diluted
   earnings per share. Unlike primary earnings per share, basic earnings per
   share excludes any dilutive effect of options and convertible securities.
   Diluted earnings per share is very similar to previously reported fully
   diluted earnings per share. All earnings per share amounts for all periods
   have been restated to conform to the SFAS No. 128 requirements. The
   weighted average number of shares of common stock at December 31, 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 11 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).

   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, 1997, 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.

   New Accounting Standards

   The Company is required to adopt SFAS No. 130, "Reporting Comprehensive
   Income," effective January 1, 1998. Comprehensive income and its
   components will be required to be presented for each year for which an
   income statement is presented. The Company has not historically
   encountered the type of transactions that would be accounted for as part
   of comprehensive income. 

   The Company is required to adopt SFAS No. 131, "Disclosures about Segments
   of an Enterprise and Related Information," effective for years beginning
   after December 15, 1997. SFAS No. 131 establishes standards for the way
   that public business enterprises report information about operating
   segments in annual financial statements and requires that those
   enterprises report selected information about operating segments in
   interim financial reports. Management has not completed its review of SFAS
   No. 131, but does not anticipate that the adoption of this statement will
   have a significant effect on the Company's reported segments.

   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 reclassifications have been made to the 1995 and 1996 amounts to
   conform with the 1997 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.

   4. Merger and Acquisitions

   On June 27, 1997, the Company completed its merger with Resource Recovery
   Transfer & Transportation, Inc. ("R2T2"), accounted for as a pooling of
   interests, pursuant to which the Company issued 1,705,000 shares of common
   stock to the former shareholders of R2T2 . The Company incurred
   nonrecurring merger costs of $1,035,000 during 1997 as a result of the
   merger. The merger costs include severance and bonuses, professional fees
   and other merger related costs, substantially all of which were paid prior
   to December 31, 1997. A reconciliation of consolidated total revenues,
   income before income taxes and net income to the separated pooled
   companies' prior to the dates of combination is as follows: 


                                    Superior      R2T2             Combined
   Year ended December 31, 1995:
    Revenue                       $  92,592      $3,583          $  96,175
    Income from continuing
      operations before income 
      taxes                          13,523         274             13,797
    Income from continuing
      operations                      7,914         150              8,064
    Net income                        7,585         150              7,735

   Year ended December 31, 1996:
    Revenue                        $109,659      $7,462           $117,121
    Income from continuing
      operations before income
      taxes                          20,052         651             20,703
    Income from continuing
      operations                     11,781         382             12,163
    Net income                       11,781         382             12,163



   During 1997, the Company acquired 23 businesses, including 4 operational
   landfills, which were accounted for as purchases. Aggregate consideration
   for these acquisitions consisted of $104,914,000 in cash (net of cash
   acquired), $6,059,000 in notes payable and 384,893 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.

   During 1997, as the result of final valuations pertaining to previous
   acquisitions, $1,934,000 in cash and 82,249 shares of common stock were
   issued. In addition, 59,114 shares were issued in payment of debt of
   entities acquired in 1997. 

   During 1996, the Company acquired thirteen businesses, including two
   operational landfills, all of 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.  Resource Recovery
   Transfer & Transporation, Inc. (merged with in June 1997 and accounted for as
   a pooling of interests) paid additional consideration for acquisitions in
   1996 which consisted of $5,157,000 in cash and $777,000 in notes payable.

   The unaudited pro forma results of operations below assume that the
   acquisitions had occurred at the beginning of each period presented. 
   
                                              Year ended December 31
                                               1996             1997
                                                    (Unaudited)

   Total net revenue                         $193,813        $205,964
   Net income                                  14,198          18,759
   Basic earnings per share                      0.79            0.91
   Diluted earnings per share                    0.77            0.89

   The pro forma results do not purport to be indicative of the results of
   operations which actually would have resulted had the acquisitions
   occurred on January 1, 1996, nor are they necessarily indicative of future
   operating results.

   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 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.

   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.

   5. Property and Equipment

   Property and equipment consists of the following:
                                                      December 31
                                                  1996            1997
                                                     (In Thousands)

   Land and land improvements                  $  81,939        $165,662
   Vehicles and equipment                         74,389         103,760
   Buildings and leasehold improvements           12,714          14,945
                                               ---------       ---------
                                                 169,042         284,367
   Less accumulated depreciation and
   amortization                                   53,351          73,398
                                               ---------       ---------
                                                $115,691        $210,969
                                               =========       =========

   Landfill costs of approximately $78,553,000 and $160,367,000 are included
   in land and land improvements at December 31, 1996 and 1997, respectively.
   Landfill costs include land held for development, representing various
   landfill properties with an aggregate cost of approximately $30,696,000
   and $59,429,000 at December 31, 1996 and 1997, respectively, which is not
   being amortized. During 1997, interest of approximately $950,000 was
   capitalized related to land being actively developed.

   6. Long-Term Debt

   Long-term debt consists of the following:
                                                          December 31
                                                      1996             1997
                                                         (In Thousands)


   Revolving credit facility                        $   490       $       -
   Equipment loan facilities at variable
    interest rates (weighted-average interest
    rate of 7.93% and 7.66% at December 31,     
    1996 and 1997, respectively)                      5,053           4,737
   Industrial revenue bonds at fixed interest
    rates of 9.16% to 9.36%                             438             290
   Equipment loans payable - paid in 1997               591               -
   Subordinated notes payable - paid in 1997            859               -
   Other                                                  5             134
                                                   --------       ---------
   Total long-term debt                               7,436           5,161

   Less current maturities                            2,529           1,879
                                                   --------       ---------
                                                     $4,907          $3,282
                                                   ========       =========

   The Company's primary revolving credit facility provides for a borrowing
   capacity up to a maximum of $110,000,000, 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 matures in
   March 2002. In addition to the outstanding borrowings, the Company had
   approximately $2,280,000 and $2,284,000 in letters of credit issued under
   the facility at December 31, 1996 and 1997, respectively. This facility is
   collateralized by the stock of the Company's subsidiaries. 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, 1997, are as
   follows (in thousands):

       Year ending December 31:
             1998                                      $1,879
             1999                                       1,035
             2000                                         880
             2001                                         948
             2002                                         419

   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 September 1997, the Company completed a follow-on public stock offering
   in which it issued 4,403,500 shares of common stock at a price of $28.00
   per share, resulting in net proceeds after deduction of underwriting
   discounts and commissions and other offering expenses to the Company of
   approximately $116,728,000.

   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.

   Common Stock Purchase Rights

   On February 21, 1997, the Board of Directors of the Company declared a
   dividend of one common share purchase right (a "Right") for each
   outstanding share of common stock. The dividend was paid on March 24,
   1997, to the shareholders of record on March 10, 1997.

   The Rights are attached to and traded with the shares of common stock and
   are not exercisable until certain conditions occur. Generally, a
   distribution date will occur when 15% or more of the common stock is
   acquired by a third party or 10 business days following the commencement
   of, or an announcement of an intention to make, a tender or exchange offer
   for at least 15% of the common stock. Upon a distribution date, the Rights
   will become exercisable and will allow the holders of Rights (other than
   the person or entity which caused the distribution date, whose Rights
   shall become void) to purchase at a price per share equal to one-half of
   the market price on the distribution date, shares of the Company's common
   stock or the stock of the acquirer.

   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, 1997, there were
   397,657 shares available for grants under the ISO Plans. 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 1997: risk-free interest rates of 5%, dividend yields of
   0%, volatility factors of the expected market price of the Company's
   common stock of .39, 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):

                                       1997          1996          1997

   Pro forma net income               $5,912       $11,941      $16,551

   Pro forma earnings per share:
    Basic                               0.40          0.67         0.81
    Diluted                             0.40          0.67         0.80


   <TABLE>

   The following table summarizes the transactions of the Company's Stock
   Option Plans for the three-year period ended December 31, 1997:


   <CAPTION>
                                      1995                  1996                                  1997


                                                                    Weighted-                              Weighted
                                                                    Average                                Average
                                                                    Exercise                               Exercise 
                                    Options         Options          Price              Options              Price
    <S>                            <C>          <C>                 <C>               <C>                  <C>
    Options outstanding at
     beginning of year             920,973      1,227,748           $  8.68           1,307,531            $  9.96
    Options granted                577,466        319,745             14.13             810,435              23.80
    Options exercised                    -       (169,863)             7.86            (415,726)              8.30
    Options canceled              (270,691)       (70,099)            11.14             (32,938)             15.60
                                 ---------      ---------                             ---------                   
    Options outstanding at end
     of year                     1,227,748      1,307,531           $  9.96           1,669,302             $16.98
                                 =========      =========                             =========                   
    Weighted-average fair
     value of options granted
     during the year                               $14.13                                $23.80
                                                   ======                                ======

    Number of options
     exercisable at end of year                   964,972           $  8.55             677,984            $  9.65
                                                  =======                               ======= 

    Options outstanding:
     Price range $7.70 to
      $11.50; weighted-average
      contractual life of 3.3
      years                                     1,146,231           $  8.98             711,201            $  9.30

     Price range $11.51 to
      $26.06; weighted-average
      contractual life of 9.1
      years                                       161,300            $16.93             958,101             $22.67
                                                ---------                               -------
                                                1,307,531                             1,669,302
                                                =========                             =========

   </TABLE>


   8. Earnings Per Share

   <TABLE>

      The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per
      share amounts).

   <CAPTION>

                                                                       1995            1996            1997
      <S>                                                      <C>              <C>             <C>
      Numerator                    
       Income from continuing operations used in computing
         basic and diluted earnings per share                  $       8,064    $     12,163    $     17,755
                                                                    ========        ========        ========
      Denominator
       Denominator for basic earnings per share-weighted
        average common shares                                     14,955,409      17,781,694      20,513,069
       Effect of dilutive securities-employee stock options          223,625         367,563         380,674
                                                                  ----------      ----------      ----------
           Denominator for diluted earnings per share-adjusted
            weighted average common shares                        15,179,034      18,149,257      20,893,743
                                                                  ==========      ==========      ==========

   9. 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, 1995, 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 $205,000, $254,000 and
   $339,000, for the years ending December 31, 1995, 1996 and 1997,
   respectively.

   10. Income Taxes

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


                                     1995          1996          1997
                                               (In Thousands)
   Current:
    Federal                         $5,131       $  8,060        $ 9,275
    State                            1,297          1,992          2,319
                                    ------        -------        -------
                                     6,428         10,052         11,594
   Deferred:
    Federal                           (565)        (1,224)           901
    State                             (130)          (288)           211
                                    ------        -------         ------
                                      (695)        (1,512)         1,112
                                    ------        -------         ------
   Total                            $5,733       $  8,540        $12,706
                                    ======        =======         ======

   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 1995 and 35% for 1996 and 1997, to income from
   continuing operations before income taxes for the years ended December 31
   are as follows:
                                           1995        1996           1997
                                                    (In Thousands)

   Tax at statutory rate                 $4,829       $7,246         $10,661
   State income taxes                       726        1,075           1,584
   Other                                    178          219             461
                                         ------       ------         -------
                                         $5,733       $8,540         $12,706
                                         ======       ======         =======

   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
                                                  1996              1997
                                                      (In Thousands)
   Deferred tax liabilities:
    Property and equipment basis differences    $15,663            $24,392
    Other                                         1,230              1,211
                                                -------            -------
   Total deferred tax liabilities                16,893             25,603

   Deferred tax assets:
    Closure and long-term care obligations        2,216              5,705
    Other expenses not currently deductible         901              1,050
    State and federal net operating loss
      carryforwards                                 485                644
    Other                                           206                246
                                                -------             ------ 
   Total deferred tax assets                      3,808              7,645
                                                  
   Valuation allowance for deferred tax
    assets                                         (235)              (235)
                                                -------             ------
   Net deferred tax assets                        3,573              7,410
                                                -------            -------
   Net deferred tax liabilities                 $13,320            $18,193
                                                =======            =======

   Included in prepaid expenses and other current assets are current deferred
   tax assets of $359,000 and $126,000 at December 31, 1996 and 1997,
   respectively.

   At December 31, 1997, the Company has net operating loss carryforwards of
   approximately $12.9 million for state income tax purposes which begin to
   expire in 2008 and 2009.

   11. 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 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 $.11
   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 also obligated to make royalty payments of $1.50 per ton of
   tonnage received at a particular landfill to a landfill's former owners.
   The royalty applies to tons received in excess of 400,000 annually, for
   each of the first five years. For each year thereafter, the $1.50 per ton
   royalty applies to all tonnage received and is guaranteed to be at least
   $600,000 annually for the life of the landfill, including any permitted
   expansions.

   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 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, 1997, the estimated
   one-time capital cost for the additional extraction wells was $107,000.
   Annual operating, maintenance and monitoring costs for the new extraction
   wells, the landfill cap, the existing gas extraction system and
   groundwater monitoring system are estimated as $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. The Company has entered into a settlement agreement with
   certain generator PRPs which allocates the costs of the remediation. Under
   the settlement agreement, certain of the generator PRPs agreed to
   contribute a total of approximately 42% of future costs for remedial
   action and the annual operating, maintenance, and monitoring costs related
   to the site. The seller and former owner of the closed landfill 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 Company
   has been paid $482,755 by the seller. The seller's remaining potential
   indemnification obligation was collateralized as of December 31, 1997, by
   $2,317,245 in cash held in escrow. The $2,317,245 recoverable from the
   seller is included on the Company's balance sheet as part of "other
   assets." On August 15, 1997, an engineer selected by the seller determined
   that the reasonable present value of the cost of a likely remediation plan
   for the closed landfill approximates $688,000.

   The Company and seller are in dispute regarding the cost of a likely
   remedial action plan. The seller has demanded arbitration and has filed a
   declaratory judgment action in state court. If the seller's position is
   accepted or upheld in the pending proceedings, the Company may be required
   to return to the seller substantially all or a substantial portion of the
   current amount held in escrow. This would result in a reduction of its
   "other asset" and the related liability account on its balance sheet.
   Although the engineer's estimate of such potential costs was substantially
   less than the Company's current estimate, the Company believes its
   existing financial reserves, together with the amounts paid and remaining
   payable by the seller and the contribution obligations of the generator
   PRPs, are adequate to cover the currently anticipated remediation costs of
   such landfill. As is the case with all sites on the NPL, the performance
   of the selected remedy at the closed landfill will be subject to periodic
   review by the WDNR and the EPA. In the event the selected remedy does not
   perform adequately to meet applicable state and federal standards,
   additional remedial measures beyond those currently anticipated could be
   required by the WDNR or EPA. Implementation of any such additional
   remedial measures may involve substantial additional costs beyond those
   currently anticipated.

   In connection with the formation of the Company in 1993 through the
   consolidation of three groups of independent waste services companies,
   certain potential environmental liabilities associated with the previously
   filled portion of the Superior Valley Meadows landfill were identified. At
   the time of the consolidation of these companies into the Company, a
   contingent liability escrow was established to cover the then estimated
   costs of redemption and monitoring with respect to the contingent
   liabilities. To indemnify the Company against up to $1,308,000 of these
   contingent liabilities, 130,800 shares of the Company's common stock
   otherwise issuable as part of the consolidation to the individual who was
   the principal shareholder of the prior owner of the site and who is now a
   director, executive officer and significant shareholder of the Company,
   were withheld from issuance. In order to preserve the Company's rights
   under this indemnification arrangement prior to the February 24, 1997
   expiration date for advancing such types of indemnification claims, the
   Company formally notified the individual of the Company's claim against
   the withheld shares for the entire amount of the originally established
   liability escrow. The Company believes that the entire amount of such
   environmental liabilities will either be covered by the foregoing
   indemnification arrangement or otherwise is not expected to have a
   material adverse effect on the Company's results of operations or
   financial condition.

   A group of local citizens challenged the feasibility of one of the
   Company's Wisconsin landfills in an administrative contested case hearing.
   The WDNR ruled in favor of the Company. The group of local citizens has
   now filed a civil action seeking review of the WDNR decision. That action
   is pending.

   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 may also be subjected to actions brought by
   citizens groups in connection with the permitting of landfills or transfer
   stations, 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.

   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. 


                                    PART III

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

        None.

   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 1998 Annual Meeting of the
   Shareholders scheduled to be held May 12, 1998 ("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 and Exchange Act of 1934 during the year ended
   December 31, 1997.

   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 Ernst & Young LLP, 
             Independent Auditors  . . . . . . . . . . . . .  25
          Consolidated Balance Sheets as of 
             December 31, 1996 and 1997  . . . . . . . . . .  26
          Consolidated Statements of Income
             for the years ended
             December 31, 1995, 1996, and 1997 . . . . . . .  27
          Consolidated Statements of Shareholders'
             Investment for the years ended 
             December 31, 1995, 1996, and 1997 . . . . . . .  28
          Consolidated Statements of Cash Flows 
             for the years ended
             December 31, 1995, 1996, and 1997 . . . . . . .  29
          Notes to Consolidated Financial 
             Statements  . . . . . . . . . . . . . . . . . .  30

       2. Financial Statement Schedules.
          Schedule II - Valuation and Qualifying 
             Accounts  . . . . . . . . . . . . . . . . . . .  45
          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 1997.

   ____________________

   *   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 Scott S. Cramer, Vice
       President, General Counsel, Superior Services, Inc., 10150 West
       National Avenue, Suite 350, West Allis, Wisconsin  53227.

   <PAGE>

   
</TABLE>
<TABLE>
                                   Schedule II
                        VALUATION AND QUALIFYING ACCOUNTS
                             SUPERIOR SERVICES, INC.
                                 (In Thousands)
   <CAPTION>
   
   COL. A                                COL. B             COL. C ADDITIONS                          COL. D          COL. E
   
   DESCRIPTION                           Balance at         Charged to costs   (1) Charged to        Deductions       Balance at
                                         beginning of       and expenses       other accounts        (Additions)      end of
                                         period                                                                       period
   <S>                                           <C>                <C>               <C>                 <C>         <C>
   Year ended December 31, 1997

   Allowance for doubtful accounts               $643               $689              ---                    ($156)(2)   $1,488

   Closure and long-term care                                                                                       
   obligation                                  30,470              3,001              7,698               2,822       38,347
                                           ----------            -------            -------            --------     --------
                                              $31,113             $3,690             $7,698              $2,666      $39,835
                                           ==========            =======            =======            ========     ========
   Year ended Decmber 31, 1996

   Allowance for doubtful accounts               $676             $1,029              ---               $1,062(2)        $643

   Closure and long-term care
   obligation                                  22,442              3,025              5,618                 615       30,470
                                            ---------            -------            -------            --------     --------
                                              $23,118             $4,054             $5,618              $1,677      $31,113
                                            =========            =======            =======            ========     ========
   Year ended Decmber 31, 1995

   Allowance for doubtful accounts               $553               $718               ($20)             $575(2)        $676

   Closure and long-term care       
   obligation                                  17,451              2,770              2,379                 158       22,442
                                            ---------            -------            -------             -------      -------
                                              $18,004             $3,488             $2,359                $733      $23,118
                                            =========            =======            =======             =======      =======
   _______________

   (1) Doubtful accounts written off (recovered)

   (2) Assumed in acquisitions

   </TABLE>

   <PAGE>

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
   and 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
   February 25, 1998.

                                  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 February 25, 1998.


   By: /s/ Joseph P. Tate  By:/s/ G. William Dietrich  By: /s/ George K. Farr
       Joseph P. Tate         G. William Dietrich          George K. Farr
       Chairman of the Board  President, Chief Executive   Chief Financial
        and Director           Officer and Director         Officer (Principal
                               (Principal Executive         Financial &
                               Officer)                     Accounting Officer)


   By: /s/ Gary G. Edler   By:/s/ Walter G. Winding    By/s/ Francis J. Podvin
       Gary G. Edler          Walter G. Winding           Francis J. Podvin
       Vice President and     Director                    Director
        Director


   By: /s/Warner C. Frazier  By: /s/ Donald Taylor
       Warner C. Frazier         Donald Taylor
       Director                  Director
   
   <PAGE>

                             SUPERIOR SERVICES, INC.
                                  EXHIBIT INDEX
                  TO FORM 10-K FOR YEAR ENDED DECEMBER 31, 1997


    Exhibit   Exhibit Description
    No.

    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.

    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.

    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.

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

    23        Consent of Ernst & Young LLP.

    27        Financial Data Schedule.

    99        Proxy Statement to the Company's 1998 Annual Shareholders
              meeting scheduled to be held May 13, 1998.  [To be filed with
              the Commission prior to 120 days after December 31, 1997, 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 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.