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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)
 X  Quarterly report pursuant to section 13 or 15(d) of the Securities  Exchange
    Act of 1934


For the quarterly period ended February 28, 2002
                               -----------------

___ Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from          to
                               -------       ---------

                          Commission File Number 1-8368


                               SAFETY-KLEEN CORP.

             (Exact name of registrant as specified in its charter)


         Delaware                                        51-0228924
----------------------------------           ---------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1301 Gervais Street, Suite 300, Columbia, South Carolina                  29201
-------------------------------------------------------               ----------
(Address of principal executive offices)                              (Zip Code)


       (803) 933-4200 (Registrant's telephone number, including area code)
       --------------

    -------------------------------------------------------------------------

   (Former name, address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                  Yes             No    X
                      ---------      ----

The number of shares of the issuer's common stock outstanding as of April 10,
2002 was 100,783,596.



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                               SAFETY-KLEEN CORP.


                                      INDEX


PART I - FINANCIAL INFORMATION.................................................3

PART II - OTHER INFORMATION

Item 1   Legal Proceedings.....................................................3

Item 6   Exhibits and Reports on Form 8-K......................................9

Signatures....................................................................17

Exhibit Index.................................................................18





                                     Page 2
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                         PART I - FINANCIAL INFORMATION

     Safety-Kleen   Corp.   (the   "Registrant"  or   "Safety-Kleen")   and  its
subsidiaries  (collectively  referred to as the "Company")  have omitted certain
information  responsive  to Items 1, 2 and 3 of Part I of Form 10-Q and portions
of other Items which  elicit  financial  information.  As  described  in greater
detail  in Part I,  Item 1  "Business  -  Factors  Affecting  Future  Results  -
Uncertainties  Relating to the  Company's  Internal  Controls," of the Company's
Form 10-K for the year ended August 31, 2001,  the Company,  with the assistance
of Jefferson Wells  International and Arthur Andersen LLP, is working to correct
material  deficiencies in the Company's internal controls.  Despite the progress
made by the Company in correcting the deficiencies,  the Company was not able to
prepare its financial  statements for the fiscal quarter ended February 28, 2002
within the time limitations  imposed by federal securities laws and regulations.
At such time as the financial  statements  for the fiscal quarter ended February
28, 2002 have been prepared,  the Company  intends to amend this Form 10-Q, file
the financial statements required by Form 10-Q and provide the information which
has been omitted in this filing.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Except as herein set  forth,  there have been no  additional  significant  legal
proceedings  or any  material  changes  in the legal  proceedings  other than as
reported in PART II, Item 3 of the Company's  Report on Form 10-K for the twelve
months ended August 31, 2001.

CHAPTER 11 FILING

Currently,  it is not  possible to predict  the length of time the Debtors  will
operate  under the  protection  of  Chapter  11, the  outcome of the  Chapter 11
proceedings in general,  or the effect of the proceedings on the business of the
Company or on the interests of the various creditors and security holders. Under
the Bankruptcy  Code,  post-petition  liabilities and  pre-petition  liabilities
subject to  compromise  must be satisfied  before  shareholders  can receive any
distribution.  The  ultimate  recovery  to  shareholders,  if any,  will  not be
determined  until the end of the case when the fair value of the Debtors' assets
is compared to the liabilities  and claims against the Debtors.  There can be no
assurance as to what value,  if any, will be ascribed to the common stock in the
bankruptcy  proceedings.  The Company  does not believe  the  shareholders  will
receive  any  distribution   upon  the  consummation  of  a  plan  or  plans  of
reorganization.

ACTIONS INVOLVING LAIDLAW INC.

Laidlaw  owns 43.6% of the  outstanding  common  stock of  Safety-Kleen  and has
various other  arrangements and relationships  with the Company.  On November 7,
2000,  Laidlaw,  on behalf of itself and its direct  and  indirect  subsidiaries
(collectively referred to as the "Laidlaw Group"), filed a proof of claim in the
unliquidated  amount of not less than $6.5  billion  against  the Debtors in the
Chapter 11 Cases.  The Laidlaw  Group  claims  against the Debtors fall into the
following general categories: 1) claims for indemnification; 2) contribution and
reimbursement in connection with



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certain  litigation  matters;  3) claims  against  the  Debtors  for  fraudulent
misrepresentation,  fraud,  securities  law  violations,  and related  causes of
action; 4) insurance  claims; 5) guaranty claims; 6) environmental  contribution
claims; 7) tax reimbursement claims; and 8) additional  miscellaneous claims. On
April 19,  2001,  Safety-Kleen,  on behalf of itself and its direct and indirect
subsidiaries, filed with the Bankruptcy Court an objection to the proof of claim
filed by Laidlaw Group.

On  April  19,  2001,  the  Company  filed an  action  against  Laidlaw  and its
affiliates, LTI and LIFC (collectively the "Laidlaw Defendants") in the Debtors'
Chapter 11 Cases,  Adv. Pro. No. 01-01086 (PJW).  This action seeks to recover a
transfer of over $200 million in August 1999 (the "Transfer") made to or for the
benefit of the Laidlaw  Defendants,  holders of 43.6% of  Safety-Kleen's  common
stock.  The  Company  asserts  that the  transfer  is  recoverable  either  as a
preference payment to the extent the Transfer retired  pre-existing debt or as a
fraudulent  transfer to the extent the Transfer redeemed equity or was made with
intent to hinder,  delay or defraud creditors.  In the action, the Company seeks
to recover the Transfer,  plus interest and costs  occurring from the first date
of demand from the Laidlaw Defendants.

On June 28, 2001, Laidlaw and five of its subsidiary holding companies,  Laidlaw
Investments   Ltd.,  LIFC,   Laidlaw  One,  Inc.,  LTI  and  Laidlaw  USA,  Inc.
(collectively,  "Laidlaw Debtors") filed voluntary  petitions for reorganization
under Chapter 11 of the Bankruptcy  Code in the United States  Bankruptcy  Court
for the Western District of New York Case Nos.  01-14099K through  01-1404K.  On
the same day, Laidlaw and Laidlaw  Investments Ltd. filed cases under the Canada
Companies'  Creditors  Arrangement  Act (CCAA) in the Ontario  Superior Court of
Justice in Toronto,  Ontario.  On October 16, 2001, the Company and the Official
Committee  of  Unsecured  Creditors  filed a proof of claim in the  unliquidated
amount  of not less than $4.6  billion,  subject  to  statutory  trebling,  plus
punitive  damages,   interest,   and  costs,  against  Laidlaw  Debtors  in  the
above-referenced  Chapter 11 cases. The claims against Laidlaw Debtors fall into
the following general categories: 1) claims for fraud,  racketeering,  breach of
fiduciary  duty,  and other related  misconduct;  2) preference  and  fraudulent
transfer  claims;  3) breach of contract,  misrepresentation,  and other related
misconduct;  4)  guaranty  claims;  and 5)  indemnification,  contribution,  and
reimbursement  claims.  Laidlaw  Debtors  have not yet filed an objection to the
proof of claim filed by the Company.  The Company  intends to vigorously  pursue
this claim. Similarly,  certain directors of Safety-Kleen filed a proof of claim
against  Laidlaw  Debtors.  To the extent  these  directors  are  successful  in
obtaining  payments  that  otherwise  would  have  gone  to the  Company,  their
interests could be deemed materially adverse to the interests of the Company. As
a result of Laidlaw  Debtors'  filings,  claims and causes of action the Company
may have against  Laidlaw  Debtors may be subject to  compromise  in the Laidlaw
Debtors' Chapter 11 or CCAA proceedings.

In December  2001,  pursuant  to the  Safety-Kleen/Laidlaw  Mediation  Discovery
Protocol,  the Debtors,  the Debtors'  secured  lenders,  the Debtors'  Official
Committee of Unsecured  Creditors,  certain of the Debtors'  directors,  Laidlaw
Debtors and the Laidlaw Debtors creditors' committee and subcommittees agreed to
undertake, on an expedited and consolidated basis, limited preliminary discovery
to obtain  information  to assist in presenting  submissions to a mediator in an
effort to resolve  certain  outstanding  claims between and among the parties in
the Debtors' and Laidlaw Debtors bankruptcy cases. A mediation  proceeding began
in early April 2002. The parties continue  discussions.  The resolution of these
matters  could  have  a  material  adverse  affect  on the  Company's  financial
condition.



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MATTERS RELATED TO INVESTIGATION OF FINANCIAL RESULTS

In the case captioned Eaton Vance Distributors,  Inc., T. Rowe Price Associates,
Inc.,  Delaware  Investment  Advisors,  John  Hancock  Funds,  Inc.,  and Putnam
Investments,  Inc., v. Kenneth W. Winger, Laidlaw Inc., John R. Grainger,  James
R.  Bullock,  Paul R.  Humphreys,  John W. Rollins,  Sr., John W. Rollins,  Jr.,
Leslie W.  Haworth,  David E. Thomas,  Jr.,  Henry B. Tippie,  James L. Wareham,
Grover C. Wrenn,  Michael J. Bragagnolo and Henry H. Taylor, Case No. 01AS01376,
filed in the Superior  Court of the State of  California,  County of Sacramento,
the Court granted defendants' Motion to Quash for lack of personal  jurisdiction
on October 26, 2001. Plaintiffs have filed an appeal of the Court's decision.

On October 4, 2001,  the Company,  along with Robert W. Luba, the Estate of John
W. Rollins,  Sr., John W. Rollins,  Jr., David E. Thomas,  Jr., Henry B. Tippie,
James L.  Wareham,  and Grover C. Wrenn filed an action in the Circuit  Court of
South  Carolina,   Richland  County,  against   PricewaterhouseCoopers  LLP  and
PricewaterhouseCoopers  LLP (Canada), Civil No. 3:01-4247-17 (the "PWC Action").
The PWC Action alleges,  among other things,  that the defendants were negligent
and  reckless in failing to comply with  applicable  industry  and  professional
standards in their review and audit of the Company's financial statements and in
the   negligent  and  reckless   failure  to  detect   and/or  report   material
misstatements  in those financial  statements.  The complaint  alleges causes of
action for breach of contract,  breach of contract  accompanied  by a fraudulent
act, professional  negligence,  negligent  misrepresentation,  violations of the
South  Carolina  Unfair  Trade  Practices  Act and a  declaratory  judgment  for
indemnification  on behalf of the plaintiff  directors.  The Complaint  seeks in
excess of $1.0 billion from the  defendants.  The  defendants  have removed this
case to federal court and moved to dismiss.  The plaintiffs have moved the court
to abstain and remand the case to state  court.  The  Company  intends to pursue
this claim vigorously.

On December 13, 2000,  thirteen  lenders to  Safety-Kleen  Services,  Inc., sued
PricewaterhouseCoopers LLP in the State Court of Fulton County Georgia, alleging
negligent misrepresentation by PricewaterhouseCoopers LLP in connection with the
financial statements of Safety-Kleen and its subsidiaries for fiscal years 1997,
1998 and 1999. The case is captioned Toronto Dominion  (Texas),  Inc., et al. v.
PricewaterhouseCoopers  LLP,  Civil Action No. 00 VS 02679 F. The  complaint has
been  amended  twice,   and  the  plaintiffs  now  number  over  90  lenders  to
Safety-Kleen  Services,  Inc. On October 23,  2001,  PricewaterhouseCoopers  LLP
filed a motion for leave to file a third-party complaint naming Safety-Kleen and
former Safety-Kleen officers Kenneth W. Winger, Michael J. Bragagnolo,  and Paul
R.  Humphreys as third party  defendants in a third party claim for indemnity or
contribution.  The Georgia  state  court has yet to rule on the  motion.  If the
Georgia  state  court  grants  leave to  PricewaterhouseCoopers  LLP to file its
proposed  third party  complaint and if  PricewaterhouseCoopers  LLP attempts to
serve a third party  complaint on  Safety-Kleen,  Safety-Kleen  intends to argue
vigorously  that  serving  such a third party  complaint  on  Safety-Kleen  is a
violation of the automatic stay provisions of federal bankruptcy law.

FINANCIAL ASSURANCE ISSUES

Under the Resource Conservation and Recovery Act ("RCRA"),  the Toxic Substances
Control Act ("TSCA"),  and  analogous  state  statutes,  owners and operators of
certain  waste  management   facilities  are  subject  to  financial   assurance
requirements to ensure performance of their closure,



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post-closure and corrective action obligations.  Safety-Kleen and certain of its
subsidiaries, as  owners  and  operators  of  RCRA  and  TSCA  waste  management
facilities, are subject to these  financial  assurance  requirements. Applicable
regulations allow owners and operators to provide financial  assurance through a
surety bond from an approved surety.  Under federal regulations and in virtually
all states,  to qualify as an approved surety for the purposes of providing this
type of financial  assurance,  a surety  company must be listed on Circular 570,
which is maintained and distributed  publicly by the United States Department of
the Treasury.

In compliance with the law,  starting in 1997, the Company procured surety bonds
issued by Frontier  Insurance  Company  ("Frontier")  as financial  assurance at
numerous  locations.  Of the total amount of financial assurance required of the
Company under the environmental statutes,  which approximated $500 million as of
May 31, 2000, slightly more than 50% of such requirements were satisfied through
assurances provided by Frontier in the form of surety bonds.

On June 6, 2000, the U.S.  Treasury issued  notification that Frontier no longer
qualified  as an  acceptable  surety on Federal  bonds and had been removed from
Circular 570 on May 31, 2000.  Accordingly,  effective May 31, 2000, the Company
and its affiliates no longer had compliant  financial  assurance for many of its
facilities.   Under  applicable  regulations,   Safety-Kleen  and  its  affected
subsidiaries were required to obtain compliant  financial assurance within sixty
days,  and in some  states,  more quickly  (although  the surety bonds issued by
Frontier no longer qualify as acceptable federal bonds, they remain in place and
effective   until   replaced).   Immediately   following   this  U.S.   Treasury
announcement,  the Company notified the EPA of its lack of audited  Consolidated
Financial  Statements for fiscal 1999, 1998 and 1997 and the  difficulties  that
certain alleged accounting  irregularities would cause the Company in attempting
to obtain  compliant  financial  assurance  for its  facilities  covered  by the
Frontier  bonds.  The  Company  and the EPA also  contacted  states in which the
non-compliant facilities were located and apprised such states of these facts.

The Company and the EPA, acting on behalf of many, but not all, affected states,
then engaged in negotiations  resulting in the entry of a Consent  Agreement and
Final Order ("CAFO"),  which the Bankruptcy  Court approved on October 17, 2000.
Some states referred their enforcement authority to the EPA for purposes of this
CAFO and thus  are,  in  effect,  parties  to the  CAFO.  Other  states  entered
separate,  but similar,  consent  agreements with the Company.  Some states have
never  entered  separate  written  agreements,  but have  allowed the Company to
continue operating while it obtains coverage to replace the Frontier bonds.

The main component of the CAFO (and of the consent agreements in various states)
is a compliance  schedule for  Safety-Kleen  and its  affected  subsidiaries  to
obtain compliant  financial assurance for the facilities covered by the Frontier
bonds.  That schedule has been modified on several  occasions since the CAFO was
entered and as the Company has replaced  Frontier at various  facilities.  As of
April 1, 2002,  the  Company  was in a position  to replace  Frontier at all but
eight  facilities  (all of which are inactive  and are in its Chemical  Services
Division) where Frontier coverage does not comply with law. The Company is under
an informal deadline of July 31, 2002 from the EPA to effect  replacement at the
facilities in this group for which it has primary  responsibility.  (The Company
expects the deadline to be formalized soon.)



                                     Page 6
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The Company  believes that most, but not all, states that have retained  primary
jurisdiction on this issue and which have facilities  where Frontier has not yet
been replaced will accept this July 31, 2002 deadline.  However, the Company has
not concluded  agreements with all such states.  South Carolina has not followed
the EPA schedule, as discussed below.

The Company may seek  further  extensions  from the EPA and the states,  but the
CAFO does not obligate the EPA and the states to grant such further  extensions.
Under the CAFO,  the EPA reserves the right,  in  consultation  with an affected
state,  to determine in its discretion and in accordance with applicable law, to
modify these  requirements.  There can be no assurance  that the Company will be
able to complete its replacement of Frontier on a schedule acceptable to the EPA
and the states.  If it does not,  the Company  could be  assessed  penalties  in
addition to those discussed in the next paragraph.

The CAFO imposed a penalty on Safety-Kleen Services,  Inc. The penalty has grown
to  approximately  $1.6  million as delays  have  ensued in the  replacement  of
Frontier,  and additional  states have joined the CAFO (see  discussion  below).
Some states  have  imposed  financial  assurance  penalties  in addition to this
amount.  The  Company  believes  such  penalties,   if  asserted,   would  total
approximately $1.4 million through April 10, 2002.

The State of South  Carolina  has not  entered any  consent  agreement  with the
Company that would  extend any  financial  assurance  regulatory  deadline  with
respect  to  facilities  owned or  operated  by  Safety-Kleen  (Pinewood),  Inc.
Moreover,  South  Carolina has not agreed to the July 31, 2002  deadline for the
replacement of Frontier at inactive facilities and has notified the Company that
it is assessing  daily penalties that escalate to a maximum of $6,000 per day at
an inactive  facility  in that state that does not yet have  coverage to replace
Frontier.  In the CAFO and in some state consent agreements,  the Company agreed
to a schedule  by which the EPA and certain  states may  monitor  the  Company's
efforts  to obtain  compliant  financial  assurance.  Among  other  things,  the
schedule required the Company to provide audited restated Consolidated Financial
Statements  for fiscal years  1997-1999 and the audited  Consolidated  Financial
Statements  for fiscal 2000 by certain  deadlines.  The Company did not meet the
deadlines  by the  original  due dates but  subsequently  provided  the required
information  to the  EPA  and  participating  states.  Accordingly,  the EPA and
certain states may impose additional penalties on the Company.

Under the  CAFO,  until  such  time as the  affected  facilities  have  obtained
compliant financial assurance,  the Company and its affected facilities must not
seek to withdraw an existing  irrevocable letter of credit from Toronto Dominion
Bank,  which is subject to  compromise,  in the amount of $28.5  million for the
benefit of  Frontier  and shall take all steps  necessary  to keep  current  the
existing Frontier surety bonds.

In the CAFO,  the Company waived  certain  arguments  they otherwise  could have
asserted under the Bankruptcy Code with respect to their financial assurance and
certain other  obligations under  environmental  laws. The Company's lenders and
the unsecured creditors committee have reserved their right to assert certain of
such arguments.

The  Company   understands  that,  on  August  27,  2001,   Frontier  entered  a
rehabilitation  proceeding  that the New York  Superintendent  of Insurance will
administer  pursuant to New York law. The Company  further  understands  that in
such a  proceeding,  the  Superintendent  takes  possession  of



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the  property  of  Frontier  and  conducts  its  business.  The Company has been
informed  that  these  rehabilitation  proceedings  are  unlikely  to affect the
validity of the remaining Frontier bonds at its facilities;  however,  there can
be no guarantee that the remaining Frontier bonds at the Company facilities will
continue to be valid.

SAFETY-KLEEN (PINEWOOD), INC.

On December 19, 2001,  the United States Court of Appeals for the Fourth Circuit
issued its decision on the appeals from  Pinewood and DHEC that had been pending
since 2000.  (Safety-Kleen  (Pinewood),  Inc., et. al. v. Bradford W. Wyche, et.
al, Case Nos. 00-2170, 00-2179, 00-2180, 00-2181, 00-2182, 00-2213, 00-2214 (4th
Cir.,  December 19, 2001)). The Fourth Circuit (1) affirmed the District Court's
ruling that Pinewood's action was not barred for failing to state a claim, or on
other jurisdictional grounds, (2) reversed the District Court's ruling as to the
automatic stay, holding that the automatic stay does not apply to DHEC's efforts
to enforce the financial assurance  requirements,  and (3) affirmed the District
Court's denial of Pinewood's motion for a preliminary injunction.

On January 22,  2002,  DHEC issued a letter to Pinewood  directing  that various
investigative  and other  actions be taken  with  respect  to the  landfill  and
current  Pinewood  operating  procedures.  Pinewood  has appealed the January 22
directive,  while at the same time continuing  discussions  with DHEC to resolve
all open issues.  There can be no assurance  that these matters will be resolved
in favor of the Company and there can be no  assurance as to whether the outcome
may have a  material  adverse  effect on the  Company's  financial  position  or
results of operations.  On February 28, 2002, the Company submitted a conceptual
closure plan that has been approved by DHEC.

MARINE SHALE PROCESSORS

In  November  1996,  an option to buy Marine  Shale was  obtained  by  Earthlock
Technologies,  Inc. ("Earthlock") formerly known as GTX, Inc. with the intent to
operate the facility as a permitted  Hazardous Waste Incinerator.  Subsequently,
Marine Shale,  Earthlock and the EPA reached a settlement,  including a required
cleanup of the  aggregate  and the  facility,  and the  Louisiana  Department of
Environmental  Quality  issued a draft permit to Earthlock  for operation of the
Marine Shale facility as a RCRA-permitted  Hazardous Waste Incinerator.  Appeals
were filed by opposition  parties and in October  1999, a Louisiana  State Court
Judge ruled that the draft permit was improperly issued. Earthlock appealed this
decision and in October  2000,  the Appeals  Court  reversed the lower court and
affirmed the permit  issuance.  The opposition  parties filed  applications  for
Supervisory Writs with the Louisiana Supreme Court, and these  applications were
denied in April 2001. There may be further legal challenges to the permit and it
is uncertain  whether or when  Earthlock  will exercise its purchase  option and
begin operation of the Marine Shale facility.

HUDSON COUNTY IMPROVEMENT AUTHORITY LITIGATION

Representatives  of all the  parties  involved  in the  remediation  development
activities  at  the  Kearny,  New  Jersey  site  met on  December  5,  2001  for
preliminary discussions of a final resolution of all open issues.



                                     Page 8
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GENERAL

The Company's hazardous and industrial waste services are continuously regulated
by federal,  state,  provincial and local laws enacted to regulate the discharge
of materials into the environment or primarily for the purpose of protecting the
environment.  This inherent  regulation of the Company necessarily results in it
frequently becoming a party to judicial or administrative  proceedings involving
all levels of governmental  authorities and other interested parties. The issues
that are involved  generally  relate to applications for permits and licenses by
the Company and their conformity with legal  requirements and alleged violations
of existing  permits  and  licenses.  At  February  28,  2002,  subsidiaries  of
Safety-Kleen  were  involved  in  eight  proceedings  in  which  a  governmental
authority  is a party  relating  primarily  to  activities  at waste  treatment,
storage and disposal facilities where the Company believes sanctions involved in
each instance may exceed $100,000.

In the United  States,  CERCLA  imposes  financial  liability on persons who are
responsible  for the  release  of  hazardous  substances  into the  environment.
Present  and  past  owners  and  operators  of  sites  which  release  hazardous
substances,  as well as generators,  disposal  arrangers and transporters of the
waste material,  may be strictly,  jointly and severally  liable for remediation
costs and natural  resources  damage.  At  February  28,  2002,  the Company had
identified  55 active  federal or  state-run  CERCLA sites where the Company was
named PRP.  The Company  periodically  reviews  its status with  respect to each
location  and the extent of its alleged  contribution  to the volume of waste at
the location,  the available  evidence  connecting the Company to that location,
and the financial soundness of other PRPs at the location.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)   Exhibits:

(3)(a) Restated  Certificate of  Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997, Certificate of
Correction  Filed to  Correct  a  Certain  Error  in the  Restated  and  Amended
Certificate of Incorporation of the Company dated October 15, 1997,  Certificate
of Amendment to the Restated  Certificate of  Incorporation of the Company dated
November 25, 1998, and  Certificate of Amendment to the Restated  Certificate of
Incorporation  of the Company  dated  November  30,  1998,  all filed as Exhibit
(3)(a) to the  Registrant's  Form 10-Q for the three months  ended  February 28,
2001, and incorporated herein by reference.

(3)(b)  Amended and Restated  Bylaws of the Company,  filed as Exhibit (3)(b) to
the Registrant's  Form 10-K for the year ended August 31, 2000, and incorporated
herein by reference.

(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary of the
Registrant), Registrant, subsidiary guarantors of the Registrant and The Bank of
Nova Scotia Trust  Company of New York,  as trustee filed as Exhibit 4(b) to the
Registrant's  Form S-4 Registration  Statement No. 333-57587 filed June 24, 1998
and incorporated herein by reference.



                                     Page 9
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4)(b) First  Supplemental  Indenture  effective  as of  November  15, 1998 among
Safety-Kleen Services, Inc. the Registrant, SK Europe, Inc. and The Bank of Nova
Scotia  Trust  Company of New York,  as trustee  filed as Exhibit  (4)(f) to the
Registrant's  Form S-4 Registration  Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.

(4)(c)  Second  Supplemental  Indenture  effective  as  of  May  7,  1999  among
Safety-Kleen Services, Inc. the Company, SK Services,  L.C., SK Services (East),
L.C. and The Bank of Nova Scotia Trust  Company of New York, as trustee filed as
Exhibit   (4)(d)  to  the  Company's  Form  10-K  filed  October  29,  1999  and
incorporated herein by reference.

(4)(d)  Indenture  dated as of May 17, 1999  between the Company and the Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit (4)(b) to the
Registrant's  Form S-4 Registration  Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.

(4)(e) Amended and Restated  Credit  Agreement among Laidlaw  Chem-Waste,  Inc.,
Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The
Toronto-Dominion  Bank,  TD  Securities  (USA)  Inc.,  The Bank of Nova  Scotia,
NationsBank,  N.A. and The First National Bank of Chicago and NationsBank,  N.A.
as  Syndication  Agent dated as of April 3, 1998,  filed as Exhibit  4(f) to the
Registrant's  Form  10-Q  for the  three  months  ended  February  28,  1999 and
incorporated herein by reference.

(4)(f)  Supplement to the Amended and Restated  Credit  Agreement  among Laidlaw
Chem-Waste, Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion
(Texas) Inc., The  Toronto-Dominion  Bank, TD Securities (USA) Inc., The Bank of
Nova  Scotia,  NationsBank,  N.A.  and The First  National  Bank of Chicago  and
NationsBank,  N.A.  as  Syndication  Agent  dated as of April 3, 1998,  filed as
Exhibit 4(e) to a subsidiary of the Registrant's Form S-4 Registration Statement
No. 333-57587 filed June 24, 1998 and incorporated herein by reference.

(4)(g) Waiver and First Amendment to the Amended and Restated  Credit  Agreement
dated  as of May 15,  1998  among  LES,  Inc.,  Laidlaw  Environmental  Services
(Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion
Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,  N.A., The
First  National  Bank of Chicago and  Wachovia  Bank filed as Exhibit  4(f) to a
subsidiary of the  Registrant's  Form S-4  Registration  Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.

(4)(h)  Commitment  to Increase  Supplement  to the Amended and Restated  Credit
Agreement  dated as of June 3,  1998  among  LES,  Inc.,  Laidlaw  Environmental
Services (Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto
Dominion Bank, TD Securities  (USA) Inc., The Bank of Nova Scotia,  NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(g)
to a  subsidiary  of  the  Registrant's  Form  S-4  Registration  Statement  No.
333-57587 filed June 24, 1998 and incorporated herein by reference.

(4)(i) Second Amendment to the Amended and Restated Credit Agreement dated as of
November 20, 1998 among  Safety-Kleen  Services,  Inc.  (formerly  known as LES,
Inc.),   Safety-Kleen   Services  (Canada)  Ltd.   (formerly  known  as  Laidlaw
Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities



                                    Page 10
<PAGE>



(USA) Inc., The Bank of Nova Scotia, NationsBank,  N.A., The First National Bank
of Chicago and Wachovia Bank N.A.,  filed as Exhibit (4)(j) to the  Registrant's
Form 10-Q for the three months ended February 28, 1999 and  incorporated  herein
by reference.

(4)(j) Waiver and Third Amendment to the Amended and Restated  Credit  Agreement
dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc.  (formerly known as
LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.  (formerly  known as Laidlaw
Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto Dominion (Texas),
Inc.,  The Toronto  Dominion  Bank, TD Securities  (USA) Inc.,  The Bank of Nova
Scotia, NationsBank,  N.A., The First National Bank of Chicago and Wachovia Bank
N.A. filed as Exhibit (4)(l) to the Registrant's Form S-4 Registration Statement
No. 333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(k) Fourth  Amendment  dated as of March 13, 2000 to the Amended and Restated
Credit  Agreement  dated as of May 6, 1999  among  Safety-Kleen  Services,  Inc.
(formerly known as LES, Inc.),  Safety-Kleen  Services  (Canada) Ltd.  (formerly
known as Laidlaw  Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The
Bank of Nova Scotia,  NationsBank,  N.A., The First National Bank of Chicago and
Wachovia Bank N.A. filed as Exhibit (4)(l) to the Registrant's Form 10-Q for the
three months ended May 31, 2000 and incorporated herein by reference.

(4)(l)  Consent  dated as of March 16, 2000 to the Amended and  Restated  Credit
Agreement dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc. (formerly
known as LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.  (formerly known as
Laidlaw  Environmental  Services  (Canada) Ltd.), the Lenders,  Toronto Dominion
(Texas),  Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank,  N.A., The First National Bank of Chicago and Wachovia
Bank N.A.  filed as Exhibit (4)(m) to the  Registrant's  Form 10-Q for the three
months ended May 31, 2000 and incorporated herein by reference.

(4)(m)  Second  Amended and Restated $200 million  Debtor In  Possession  Credit
Agreement among  Safety-Kleen  Services,  Inc., The Several Lenders from Time to
Time Parties thereto,  Toronto Dominion (Texas), Inc., as General Administrative
Agent and Underwriter,  Goldman Sachs Credit Partners,  L.P., as Co-Arranger and
Underwriter,  and The CIT Group/Business  Credit,  Inc., as Collateral Agent and
Underwriter dated as of March 22, 2002 filed as Exhibit 4(m) to the Registrant's
Form  10-K/A for the year ended  August 31,  2001,  filed on March 28,  2002 and
incorporated herein by reference.

(4)(n) Letter Agreement among Toronto Dominion (Texas),  Inc., as administrative
agent,  the Company and  Safety-Kleen  Systems,  Inc.  dated  December  12, 2000
relating to the Amended and Restated  Marketing  and  Distribution  Agreement by
Safety-Kleen  Systems,  Inc. and System One Technologies  Inc., filed as Exhibit
(4)(o) to the  Registrant's  Form 10-Q for the three months  ended  February 28,
2001, and incorporated herein by reference.

(4)(o)  Registration  Rights  Agreement  dated May 15, 1997 between the Company,
Laidlaw  Transportation,  Inc.  and Laidlaw  Inc. the form of which was filed as
Exhibit B to Annex A to the Registrant's  Definitive Proxy Statement on Form DEF
14A, filed on May 1, 1997 and incorporated herein by reference.



                                    Page 11
<PAGE>



(4)(p)  Indenture  dated as of May 1, 1993  between the  Industrial  Development
Board  of  the   Metropolitan   Government  of  Nashville  and  Davidson  County
(Tennessee)  and  NationsBank of Tennessee,  N.A.,  filed as Exhibit 4(f) to the
Registrant's  Form 10-Q for the three months ended May 31, 1997 and incorporated
herein by reference.

(4)(q) Indenture of Trust dated as of August 1, 1995 between Tooele County, Utah
and West One Bank,  Utah, now known as U.S.  Bank, as Trustee,  filed as Exhibit
4(h) to the  Registrant's  form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.

(4)(r)  Indenture of Trust dated as of July 1, 1997 between Tooele County,  Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the  Registrant's  Form 10-Q for the  three  months  ended  May 31,  1997 and
incorporated herein by reference.

(4)(s) Indenture of Trust dated as of July 1, 1997 between California  Pollution
Control Financing  Authority and U.S. Bank, a national banking  association,  as
Trustee,  filed as  Exhibit  4(k) to the  Registrant's  Form  10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.

(4)(t)  Promissory  Note dated May 15, 1997 for $60 million  from the Company to
Westinghouse  Electric  Corporation,  filed as Exhibit 4(n) to the  Registrant's
Form 10-Q for the three  months  ended May 31, 1997 and  incorporated  herein by
reference.

(4)(u) Letter dated May 7, 1999 from Toronto-Dominion  (Texas) Inc. (as assignee
of Westinghouse  Electric  Corporation) and agreed to by the Company and Laidlaw
Inc. amending the terms of the Promissory Note dated May 15, 1997 (as referenced
in  Exhibit  (4)(z))  filed  as  Exhibit  (4)(u)  to the  Registrant's  Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and incorporated herein
by reference.

(4)(v)  Guaranty  Agreement  dated May 15, 1997 by Laidlaw Inc. to  Westinghouse
Electric  Corporation  guaranteeing  Promissory  Note  dated  May 15,  1997  (as
referenced   in  Exhibit   (4)(z))   from  Company  to   Westinghouse   Electric
Corporation),  filed as Exhibit 4(o) to the Registrant's Form 10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.

(4)(w)  Rights  Agreement  dated as of October 15, 1999  between the Company and
EquiServe  Trust  Company,  N.A., as Rights Agent,  filed as Exhibit (c)1 to the
Company's  Current Report on Form 8-K filed on October 15, 1999 and incorporated
herein by reference.

(4)(x) First Amendment to Rights Agreement,  dated as of March 17, 2000, between
the Company and  EquiServe  Trust  Company,  N.A.  filed as Exhibit  99.1 to the
Company's  Current  Report on Form 8-K filed on March 17, 2000 and  incorporated
herein by reference.

(4)(y) Letter Agreement, dated October 12, 1999, between the Company and Laidlaw
Inc. filed as Exhibit 99.2 to the Company's  Current Report on Form 8-K filed on
March 17, 2000 and incorporated herein by reference.

(4)(z) Other instruments defining the rights of holders of nonregistered debt of
the Company  have been omitted from this exhibit list because the amount of debt
authorized  under any such instrument does not exceed 10% of the total assets of
the Company and its  subsidiaries.  The Company  agrees to furnish a copy of any
such instrument to the SEC upon request.



                                    Page 12
<PAGE>



(10)(a)  Agreement  and Plan of Merger  dated as of March 16,  1998 by and among
Registrant, LES Acquisition, Inc., and Safety-Kleen Corp. included as Annex A of
Safety-Kleen's  Revised Amended  Prospectus on Form 14D-9 filed as Exhibit 62 to
Safety-Kleen's  Amendment  No.  28 to  Schedule  14-9A  on  March  17,  1998 and
incorporated herein by reference.

(10)(b) Stock  Purchase  Agreement  between  Westinghouse  Electric  Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995 filed as Exhibit 2 to the  Registrant's  Current Report
on Form 8-K filed on June 13, 1995 and incorporated herein by reference.

(10)(c) Second  Amendment to Stock Purchase  Agreement (as referenced in Exhibit
(10)(b)  above),  dated May 15, 1997 among  Westinghouse  Electric  Corporation,
Rollins Environmental  Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the  Registrant's  Form  10-Q  for the  three  months  ended  May 31,  1997  and
incorporated herein by reference.

(10)(d)  Agreement for the sale and purchase of shares and loan stock held by SK
Europe, Inc. in Safety-Kleen Europe Limited between  Safety-Kleen Europe Limited
and SK Europe,  Inc.  and the Company and The  Electra  Subscribers  and Electra
European  Fund LP dated as of July 6, 2000 Company  filed as Exhibit  (10)(d) to
the  Registrant's  Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.

(10)(e) Rollins  Environmental  Services,  Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's  Registration  Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.

(10)(f)  Rollins  Environmental  Services,  Inc. 1993 Stock Option Plan filed as
Exhibit (10)(e) to the Registrant's Current Form 10-Q for the three months ended
May 31, 2000 and incorporated herein by reference.

(10)(g)  The  Company's  1997 Stock  Option  Plan,  filed as Exhibit  4.4 to the
Company's  Registration  Statement No.  333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.

(10)(h) First Amendment to Company's 1997 Stock Option Plan, filed as Exhibit
(10)(g) to the Company's Form 10-Q for the three months ended November 30, 1999
and incorporated herein by reference.

(10)(i) The Company's  Director's Stock Option Plan, filed as Exhibit 4.5 to the
Company's  Registration  Statement No.  333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.

(10)(j)  First  Amendment  to  Company's  Director's  Stock Option Plan filed as
Exhibit  (10)(i) to the Company's  Form 10-Q for the three months ended November
30, 1999 and incorporated herein by reference.

(10)(k)  Stock  Purchase  Agreement  dated  February 6, 1997 among the  Company,
Laidlaw Inc., and Laidlaw Transportation,  Inc. filed as Exhibit A to Annex A to
the  Definitive  Proxy  Statement  on Form  DEF 14A  filed  on May 1,  1997  and
incorporated herein by reference.



                                    Page 13
<PAGE>



(10)(l)  Fiscal Year 2002 Management Incentive Plan.

(10)(m) The  Company's  U.S.  Supplemental  Executive  Retirement  Plan filed as
Exhibit 10(g) to the Company's Form 10-Q for the three months ended November 30,
1997 and incorporated herein by reference.

(10)(n)  Employment  Agreement by and between Company and Grover C. Wrenn, dated
as of August 23, 2000 filed as Exhibit (10)(n) to the Registrant's Form 10-K for
the year ended August 31, 2000 and incorporated herein by reference.

(10)(o) Employment Termination And Consulting Agreement dated as of August 15,
2001 between Safety-Kleen Corp. and Grover C. Wrenn filed as Exhibit (10)(o) to
the Registrant's Form 10-Q/A for the three months ended May 31, 2001, filed on
September 26, 2001 and incorporated herein by reference.

(10)(p)  Employment  Agreement by and between Company and David E. Thomas,  Jr.,
dated as of August 23, 2000 filed as Exhibit  (10)(o) to the  Registrant's  Form
10-K for the year ended August 31, 2000 and incorporated herein by reference.

(10)(q) Employment Termination And Consulting Agreement,  dated as of August 15,
2001  between  Safety-Kleen  Corp.  and David E.  Thomas,  Jr.  filed as Exhibit
(10)(q) to the Registrant's Form 10-Q/A for the three months ended May 31, 2001,
filed on September 26, 2001 and incorporated herein by reference.

(10)(r)  Employment  Agreement  by and between  Company and Larry W.  Singleton,
dated as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's Form 10-K
for the year ended August 31, 2000 and incorporated herein by reference.

(10)(s)  Employment  Agreement by and between  Safety-Kleen  Corp. and Ronald A.
Rittenmeyer,  dated as of  August  8,  2001  filed  as  Exhibit  (10)(s)  to the
Registrant's  Form  10-Q/A for the three  months  ended May 31,  2001,  filed on
September 26, 2001 and incorporated herein by reference.

(10)(t) Company Indemnification  Agreement delivered to Ronald A. Rittenmeyer by
Safety-Kleen  Corp.,  effective as of August 8, 2001 filed as Exhibit (10)(t) to
the  Registrant's  Form 10-Q/A for the three months ended May 31, 2001, filed on
September 26, 2001 and incorporated herein by reference.

(10)(u)  Employment  Agreement by and between  Safety-Kleen  Corp. and Thomas W.
Arnst,  dated as of October 4, 2001 filed as Exhibit (10)(u) to the Registrant's
Form 10-K for the year ended  August 31,  2001,  filed on November  29, 2001 and
incorporated herein by reference.

(10)(v) Agreement among  Safety-Kleen  Corp.,  Safety-Kleen  Services,  Inc. and
David M.  Sprinkle  dated  October  17,  2001  filed as  Exhibit  (10)(v) to the
Registrant's Form 10-K for the year ended August 31, 2001, filed on November 29,
2001 and incorporated herein by reference.

(10)(w) Form of Senior  Executive  Change of Control  Agreement filed as Exhibit
(10)(q) to the  Registrant's  Form 10-K for the year ended  August 31,  2000 and
incorporated herein by reference.



                                    Page 14
<PAGE>



(10)(x)  Senior  Executive  Severance  Plan  filed  as  Exhibit  (10)(s)  to the
Registrant's  Form 10-K for the year  ended  August  31,  2000 and  incorporated
herein by reference.

(10)(y)  Executive  Severance Plan filed as Exhibit (10)(u) to the  Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(z) Key Manager  Severance Plan filed as Exhibit (10)(w) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(10)(aa) Letter  Agreement dated October 3, 2001 between JA&A Services,  LLC and
the Company,  filed as Exhibit (10)(dd) to Registrant's  Form 10-Q for the three
months ended November 30, 2001 and incorporated herein by reference.

(10)(bb) Second Amended and Restated Marketing and Distribution Agreement, dated
as of March 8, 2001 by and between SystemOne  Technologies Inc. and Safety-Kleen
Systems,  Inc.,  a  subsidiary  of the  Registrant,  filed as  Exhibit  10.16 to
SystemOne Technologies Inc. Form 10-KSB for the year ended December 31, 2000 and
incorporated herein by reference.

(10)(cc) Letter Agreement dated as of September 27, 2001 between Jefferson Wells
International  and  Safety-Kleen  Services,  Inc.,  filed as Exhibit (10)(ff) to
Registrant's  Form  10-Q  for the  three  months  ended  November  30,  2001 and
incorporated herein by reference.

(10)(dd) Letter Agreement dated February 1, 2001 between Arthur Andersen LLP and
the Company relating to services to the Company for Company process  improvement
initiatives,  filed as Exhibit (10)(gg) to Registrant's  Form 10-Q for the three
months ended November 30, 2001 and incorporated herein by reference.

(10)(ee) Rider #1 dated December 5, 2001, to Letter  Agreement dated February 1,
2001 between  Arthur  Andersen  LLP and the Company  relating to services to the
Company for Company process improvement  initiatives,  filed as Exhibit (10)(hh)
to  Registrant's  Form 10-Q for the three  months  ended  November  30, 2001 and
incorporated herein by reference.

(10)(ff)  Letter  Agreement dated March 23, 2001 between Arthur Andersen LLP and
the Company relating to services to the Company for loan staff, filed as Exhibit
(10)(ii) to Registrant's  Form 10-Q for the three months ended November 30, 2001
and incorporated herein by reference.

(10)(gg) Rider dated December 5, 2001, to Letter  Agreement dated March 23, 2001
between Arthur Andersen LLP and the Company  relating to services to the Company
for loan staff filed as Exhibit (10)(jj) to Registrant's Form 10-Q for the three
months ended November 30, 2001 and incorporated herein by reference.

(10)(hh)  Acquisition  Agreement by and between Safety-Kleen  Services,  Inc. as
Seller and Clean  Harbors,  Inc. as Purchaser  dated  February 22, 2002 filed as
Exhibit  10(a) to  Registrant's  Form 8-K filed  February  26, 2002 and included
herein by reference.

(10)(ii) First  Amendment to Acquisition  Agreement by and between  Safety-Kleen
Services,  Inc. as Seller and Clean  Harbors,  Inc. as Purchaser  dated March 8,
2002. Filed as Exhibit  (10)(ll) to Registrant's  Form 10-K/A for the year ended
August 31, 2001, filed on March 28, 2002 and incorporated herein by reference.



                                    Page 15
<PAGE>



(99.1)  Consent  Agreement  and Final  Order by and  between  the United  States
Environmental Protection Agency and Safety-Kleen Corp. and certain of its United
States  subsidiaries  and affiliates filed as Exhibit (99.1) to the Registrant's
Form  10-K  for the year  ended  August  31,  2000 and  incorporated  herein  by
reference.

(99.2)  Amended  Consent  Agreement  and Final  Order by and  between the United
States Environmental Protection Agency and Safety-Kleen Corp. and certain of its
United  States  subsidiaries  and  affiliates  as approved by the United  States
Bankruptcy  Court on May 16, 2001,  filed as Exhibit (99.2) to the  Registrant's
Form  10-K/A  for the year  ended  August  31,  2000,  filed on July 9, 2001 and
incorporated herein by reference.


(b)      Reports on Form 8-K.

      i.    The Company filed  a Current Report on Form 8-K on February 4, 2002,
which contained Item 5 announcing a Tenth Amendment to the DIP Facility.

      ii.   The Company filed a Current Report on Form 8-K on February 26, 2002,
which contained Item 5 announcing that the Bankruptcy Court approved the bidding
and auction process for the sale of the Registrant's Chemical Services Division.



                                    Page 16
<PAGE>







                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


DATE:  April 15, 2002            SAFETY-KLEEN CORP.
                                 ------------------
                                   (Registrant)


                                   /s/ Ronald A. Rittenmeyer
                                 ---------------------------------
                                 Ronald A. Rittenmeyer
                                 Chief Executive Officer


                                  /s/ Larry W. Singleton
                                 ---------------------------------
                                 Larry W. Singleton
                                 Chief Financial Officer



                                    Page 17
<PAGE>



                                  EXHIBIT INDEX

(3)(a)    Restated  Certificate  of  Incorporation  of the Company dated May 13,
          1997 and Amendment to Certificate of Incorporation dated May 15, 1997,
          Certificate  of  Correction  Filed to  Correct a Certain  Error in the
          Restated and Amended Certificate of Incorporation of the Company dated
          October 15, 1997, Certificate of Amendment to the Restated Certificate
          of   Incorporation  of  the  Company  dated  November  25,  1998,  and
          Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Company dated November 30, 1998, all filed as Exhibit (3)(a) to
          the  Registrant's  Form 10-Q for the three months  ended  February 28,
          2001, and incorporated herein by reference.

(3)(b)    Amended and Restated Bylaws of the Company, filed as Exhibit (3)(b) to
          the  Registrant's  Form 10-K for the year ended August 31,  2000,  and
          incorporated herein by reference.

(4)(a)    Indenture  dated as of May 29, 1998 between LES, Inc. (a subsidiary of
          the Registrant),  Registrant,  subsidiary guarantors of the Registrant
          and The Bank of Nova  Scotia  Trust  Company  of New York,  as trustee
          filed  as  Exhibit  4(b) to the  Registrant's  Form  S-4  Registration
          Statement No. 333-57587 filed June 24, 1998 and incorporated herein by
          reference.

(4)(b)    First Supplemental  Indenture  effective as of November 15, 1998 among
          Safety-Kleen  Services,  Inc. the Registrant,  SK Europe, Inc. and The
          Bank of Nova Scotia  Trust  Company of New York,  as trustee  filed as
          Exhibit (4)(f) to the Registrant's Form S-4 Registration Statement No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(c)    Second  Supplemental  Indenture  effective  as of  May 7,  1999  among
          Safety-Kleen  Services,  Inc.  the  Company,  SK  Services,  L.C.,  SK
          Services (East), L.C. and The Bank of Nova Scotia Trust Company of New
          York,  as trustee filed as Exhibit  (4)(d) to the Company's  Form 10-K
          filed October 29, 1999 and incorporated herein by reference.

(4)(d)    Indenture dated as of May 17, 1999 between the Company and the Bank of
          Nova Scotia  Trust  Company of New York,  as trustee  filed as Exhibit
          (4)(b)  to  the  Registrant's  Form  S-4  Registration  Statement  No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(e)    Amended and Restated Credit Agreement among Laidlaw Chem-Waste,  Inc.,
          Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas)
          Inc., The Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of
          Nova Scotia, NationsBank,  N.A. and The First National Bank of Chicago
          and NationsBank,  N.A. as Syndication Agent dated as of April 3, 1998,
          filed as  Exhibit  4(f) to the  Registrant's  Form  10-Q for the three
          months ended February 28, 1999 and incorporated herein by reference.

(4)(f)    Supplement to the Amended and Restated Credit  Agreement among Laidlaw
          Chem-Waste,   Inc.,  Laidlaw  Environmental  Services  (Canada)  Ltd.,
          Toronto   Dominion  (Texas)  Inc.,  The   Toronto-Dominion   Bank,  TD
          Securities (USA) Inc., The Bank of Nova



                                    Page 18
<PAGE>



          Scotia,  NationsBank,  N.A. and The First National Bank of Chicago and
          NationsBank,  N.A.  as  Syndication  Agent  dated as of April 3, 1998,
          filed as Exhibit 4(e) to a  subsidiary  of the  Registrant's  Form S-4
          Registration   Statement  No.   333-57587  filed  June  24,  1998  and
          incorporated herein by reference.

(4)(g)    Waiver  and  First  Amendment  to  the  Amended  and  Restated  Credit
          Agreement  dated  as  of  May  15,  1998  among  LES,  Inc.,   Laidlaw
          Environmental  Services  (Canada) Ltd., the Lenders,  Toronto Dominion
          (Texas),  Inc., The Toronto  Dominion Bank, TD Securities  (USA) Inc.,
          The Bank of Nova Scotia, NationsBank, N.A., The First National Bank of
          Chicago and Wachovia Bank filed as Exhibit 4(f) to a subsidiary of the
          Registrant's Form S-4 Registration  Statement No. 333-57587 filed June
          24, 1998 and incorporated herein by reference.

(4)(h)    Commitment to Increase  Supplement to the Amended and Restated  Credit
          Agreement  dated  as  of  June  3,  1998  among  LES,  Inc.,   Laidlaw
          Environmental  Services  (Canada) Ltd., the Lenders,  Toronto Dominion
          (Texas),  Inc., The Toronto  Dominion Bank, TD Securities  (USA) Inc.,
          The Bank of Nova Scotia, NationsBank, N.A., The First National Bank of
          Chicago and Wachovia Bank filed as Exhibit 4(g) to a subsidiary of the
          Registrant's Form S-4 Registration  Statement No. 333-57587 filed June
          24, 1998 and incorporated herein by reference.

(4)(i)    Second Amendment to the Amended and Restated Credit Agreement dated as
          of November 20, 1998 among Safety-Kleen Services, Inc. (formerly known
          as LES, Inc.),  Safety-Kleen Services (Canada) Ltd. (formerly known as
          Laidlaw  Environmental  Services (Canada) Ltd.), the Lenders,  Toronto
          Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA)
          Inc., The Bank of Nova Scotia,  NationsBank,  N.A., The First National
          Bank of Chicago and Wachovia Bank N.A., filed as Exhibit (4)(j) to the
          Registrant's  Form 10-Q for the three months  ended  February 28, 1999
          and incorporated herein by reference.

(4)(j)    Waiver  and  Third  Amendment  to  the  Amended  and  Restated  Credit
          Agreement dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc.
          (formerly known as LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.
          (formerly known as Laidlaw Environmental  Services (Canada) Ltd.), the
          Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
          Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
          First National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
          (4)(l)  to  the  Registrant's  Form  S-4  Registration  Statement  No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(k)    Fourth  Amendment  dated  as of  March  13,  2000 to the  Amended  and
          Restated Credit  Agreement dated as of May 6, 1999 among  Safety-Kleen
          Services,  Inc. (formerly known as LES, Inc.),  Safety-Kleen  Services
          (Canada)  Ltd.  (formerly  known  as  Laidlaw  Environmental  Services
          (Canada)  Ltd.),  the Lenders,  Toronto  Dominion  (Texas),  Inc., The
          Toronto  Dominion  Bank,  TD Securities  (USA) Inc.,  The Bank of Nova
          Scotia,  NationsBank,  N.A.,  The First  National  Bank of Chicago and
          Wachovia Bank N.A.  filed as Exhibit (4)(l) to the  Registrant's  Form
          10-Q for the three months ended May 31, 2000 and  incorporated  herein
          by reference.



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<PAGE>



(4)(l)    Consent dated as of March 16, 2000 to the Amended and Restated  Credit
          Agreement dated as of May 6, 1999 among  Safety-Kleen  Services,  Inc.
          (formerly known as LES,  Inc.),  Safety-Kleen  Services  (Canada) Ltd.
          (formerly known as Laidlaw Environmental  Services (Canada) Ltd.), the
          Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
          Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
          First National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
          (4)(m) to the  Registrant's  Form 10-Q for the three  months ended May
          31, 2000 and incorporated herein by reference.

(4)(m)    Second Amended and Restated $200 million  Debtor In Possession  Credit
          Agreement among Safety-Kleen Services,  Inc., The Several Lenders from
          Time to Time Parties  thereto,  Toronto  Dominion  (Texas),  Inc.,  as
          General  Administrative  Agent and  Underwriter,  Goldman Sachs Credit
          Partners,   L.P.,  as  Co-Arranger  and   Underwriter,   and  The  CIT
          Group/Business Credit, Inc., as Collateral Agent and Underwriter dated
          as of March 22, 2002 filed as Exhibit  4(m) to the  Registrant's  Form
          10-K/A for the year ended August 31, 2001, filed on March 28, 2002 and
          incorporated herein by reference.

(4)(n)    Letter   Agreement   among   Toronto   Dominion   (Texas),   Inc.,  as
          administrative agent, the Company and Safety-Kleen Systems, Inc. dated
          December 12, 2000  relating to the Amended and Restated  Marketing and
          Distribution  Agreement by Safety-Kleen  Systems,  Inc. and System One
          Technologies  Inc., filed as Exhibit (4)(o) to the  Registrant's  Form
          10-Q for the three months ended  February 28, 2001,  and  incorporated
          herein by reference.

(4)(o)    Registration  Rights Agreement dated May 15, 1997 between the Company,
          Laidlaw  Transportation,  Inc.  and Laidlaw Inc. the form of which was
          filed as  Exhibit B to Annex A to the  Registrant's  Definitive  Proxy
          Statement  on Form DEF  14A,  filed  on May 1,  1997 and  incorporated
          herein by reference.

(4)(p)    Indenture  dated as of May 1, 1993 between the Industrial  Development
          Board of the Metropolitan  Government of Nashville and Davidson County
          (Tennessee) and NationsBank of Tennessee,  N.A., filed as Exhibit 4(f)
          to the Registrant's  Form 10-Q for the three months ended May 31, 1997
          and incorporated herein by reference.

(4)(q)    Indenture of Trust dated as of August 1, 1995 between  Tooele  County,
          Utah and West One Bank,  Utah,  now known as U.S.  Bank,  as  Trustee,
          filed as  Exhibit  4(h) to the  Registrant's  form  10-Q for the three
          months ended May 31, 1997 and incorporated herein by reference.

(4)(r)    Indenture  of Trust dated as of July 1, 1997  between  Tooele  County,
          Utah and U.S. Bank, a national banking association,  as Trustee, filed
          as Exhibit  4(j) to the  Registrant's  Form 10-Q for the three  months
          ended May 31, 1997 and incorporated herein by reference.

(4)(s)    Indenture  of  Trust  dated  as of July  1,  1997  between  California
          Pollution  Control  Financing  Authority  and U.S.  Bank,  a  national
          banking  association,  as  Trustee,  filed  as  Exhibit  4(k)  to  the
          Registrant's  Form 10-Q for the three  months  ended May 31,  1997 and
          incorporated herein by reference.



                                    Page 20
<PAGE>



(4)(t)    Promissory Note dated May 15, 1997 for $60 million from the Company to
          Westinghouse  Electric  Corporation,  filed  as  Exhibit  4(n)  to the
          Registrant's  Form 10-Q for the three  months  ended May 31,  1997 and
          incorporated herein by reference.

(4)(u)    Letter  dated May 7,  1999  from  Toronto-Dominion  (Texas)  Inc.  (as
          assignee of Westinghouse  Electric  Corporation)  and agreed to by the
          Company and Laidlaw  Inc.  amending the terms of the  Promissory  Note
          dated May 15, 1997 (as referenced in Exhibit  (4)(z)) filed as Exhibit
          (4)(u)  to  the  Registrant's  Form  S-4  Registration  Statement  No.
          333-82689 filed July 12, 1999 and incorporated herein by reference.

(4)(v)    Guaranty  Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
          Electric Corporation  guaranteeing  Promissory Note dated May 15, 1997
          (as  referenced  in  Exhibit  (4)(z))  from  Company  to  Westinghouse
          Electric Corporation),  filed as Exhibit 4(o) to the Registrant's Form
          10-Q for the three months ended May 31, 1997 and  incorporated  herein
          by reference.

(4)(w)    Rights  Agreement dated as of October 15, 1999 between the Company and
          EquiServe Trust Company,  N.A., as Rights Agent, filed as Exhibit (c)1
          to the Company's  Current Report on Form 8-K filed on October 15, 1999
          and incorporated herein by reference.

(4)(x)    First  Amendment  to Rights  Agreement,  dated as of March  17,  2000,
          between the Company and EquiServe Trust Company, N.A. filed as Exhibit
          99.1 to the  Company's  Current  Report on Form 8-K filed on March 17,
          2000 and incorporated herein by reference.

(4)(y)    Letter  Agreement,  dated  October 12,  1999,  between the Company and
          Laidlaw Inc. filed as Exhibit 99.2 to the Company's  Current Report on
          Form 8-K filed on March 17, 2000 and incorporated herein by reference.

(4)(z)    Other instruments defining the rights of holders of nonregistered debt
          of the Company  have been  omitted  from this exhibit list because the
          amount of debt  authorized  under any such  instrument does not exceed
          10% of the  total  assets of the  Company  and its  subsidiaries.  The
          Company  agrees to  furnish a copy of any such  instrument  to the SEC
          upon request.

(10)(a)   Agreement  and Plan of Merger  dated as of March 16, 1998 by and among
          Registrant, LES Acquisition,  Inc., and Safety-Kleen Corp. included as
          Annex A of  Safety-Kleen's  Revised  Amended  Prospectus on Form 14D-9
          filed as Exhibit 62 to  Safety-Kleen's  Amendment  No. 28 to  Schedule
          14-9A on March 17, 1998 and incorporated herein by reference.

(10)(b)   Stock Purchase  Agreement between  Westinghouse  Electric  Corporation
          (Seller) and Rollins Environmental Services, Inc. (Buyer) for National
          Electric,  Inc.  dated  March  7,  1995  filed  as  Exhibit  2 to  the
          Registrant's  Current  Report on Form 8-K  filed on June 13,  1995 and
          incorporated herein by reference.



                                    Page 21
<PAGE>



(10)(c)   Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
          (10)(b)  above),  dated  May  15,  1997  among  Westinghouse  Electric
          Corporation,  Rollins Environmental  Services,  Inc. and Laidlaw Inc.,
          filed as  Exhibit  4(m) to the  Registrant's  Form  10-Q for the three
          months ended May 31, 1997 and incorporated herein by reference.

(10)(d)   Agreement  for the sale and  purchase of shares and loan stock held by
          SK Europe,  Inc. in Safety-Kleen  Europe Limited between  Safety-Kleen
          Europe  Limited  and SK Europe,  Inc.  and the Company and The Electra
          Subscribers  and  Electra  European  Fund LP dated as of July 6,  2000
          Company filed as Exhibit (10)(d) to the Registrant's Form 10-K for the
          year ended August 31, 2000 and incorporated herein by reference.

(10)(e)   Rollins Environmental  Services, Inc. 1982 Incentive Stock Option Plan
          filed with Amendment No. 1 to the Company's Registration Statement No.
          2-84139 on Form S-1 dated  June 24,  1983 and  incorporated  herein by
          reference.

(10)(f)   Rollins Environmental  Services,  Inc. 1993 Stock Option Plan filed as
          Exhibit  (10)(e) to the  Registrant's  Current Form 10-Q for the three
          months ended May 31, 2000 and incorporated herein by reference.

(10)(g)   The  Company's  1997 Stock  Option  Plan,  filed as Exhibit 4.4 to the
          Company's  Registration  Statement  No.  333-41859  on Form S-8  dated
          December 10, 1997 and incorporated herein by reference.

(10)(h)   First Amendment to Company's 1997 Stock Option Plan,  filed as Exhibit
          (10)(g) to the Company's Form 10-Q for the three months ended November
          30, 1999 and incorporated herein by reference.

(10)(i)   The Company's  Director's  Stock Option Plan,  filed as Exhibit 4.5 to
          the Company's  Registration  Statement No. 333-41859 on Form S-8 dated
          December 10, 1997 and incorporated herein by reference.

(10)(j)   First  Amendment  to Company's  Director's  Stock Option Plan filed as
          Exhibit  (10)(i) to the Company's Form 10-Q for the three months ended
          November 30, 1999 and incorporated herein by reference.

(10)(k)   Stock  Purchase  Agreement  dated  February 6, 1997 among the Company,
          Laidlaw Inc., and Laidlaw  Transportation,  Inc. filed as Exhibit A to
          Annex A to the Definitive Proxy Statement on Form DEF 14A filed on May
          1, 1997 and incorporated herein by reference.

(10)(l)   Fiscal Year 2002 Management Incentive Plan.

(10)(m)   The Company's U.S.  Supplemental  Executive  Retirement  Plan filed as
          Exhibit  10(g) to the  Company's  Form 10-Q for the three months ended
          November 30, 1997 and incorporated herein by reference.



                                    Page 22
<PAGE>



(10)(n)   Employment Agreement by and between Company and Grover C. Wrenn, dated
          as of August 23,  2000 filed as  Exhibit  (10)(n) to the  Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(o)   Employment Termination And Consulting Agreement dated as of August 15,
          2001 between  Safety-Kleen  Corp. and Grover C. Wrenn filed as Exhibit
          (10)(o) to the Registrant's Form 10-Q/A for the three months ended May
          31,  2001,  filed on  September  26, 2001 and  incorporated  herein by
          reference.

(10)(p)   Employment  Agreement by and between Company and David E. Thomas, Jr.,
          dated  as  of  August  23,  2000  filed  as  Exhibit  (10)(o)  to  the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.

(10)(q)   Employment  Termination And Consulting  Agreement,  dated as of August
          15, 2001 between  Safety-Kleen Corp. and David E. Thomas, Jr. filed as
          Exhibit (10)(q) to the  Registrant's  Form 10-Q/A for the three months
          ended May 31,  2001,  filed on  September  26,  2001 and  incorporated
          herein by reference.

(10)(r)   Employment  Agreement by and between  Company and Larry W.  Singleton,
          dated as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(s)   Employment  Agreement by and between  Safety-Kleen Corp. and Ronald A.
          Rittenmeyer,  dated as of August 8, 2001 filed as  Exhibit  (10)(s) to
          the Registrant's  Form 10-Q/A for the three months ended May 31, 2001,
          filed on September 26, 2001 and incorporated herein by reference.

(10)(t)   Company  Indemnification  Agreement delivered to Ronald A. Rittenmeyer
          by Safety-Kleen Corp., effective as of August 8, 2001 filed as Exhibit
          (10)(t) to the Registrant's Form 10-Q/A for the three months ended May
          31,  2001,  filed on  September  26, 2001 and  incorporated  herein by
          reference.

(10)(u)   Employment  Agreement by and between  Safety-Kleen Corp. and Thomas W.
          Arnst,  dated as of October  4, 2001  filed as Exhibit  (10)(u) to the
          Registrant's  Form 10-K for the year ended August 31,  2001,  filed on
          November 29, 2001 and incorporated herein by reference.

(10)(v)   Agreement among Safety-Kleen Corp.,  Safety-Kleen  Services,  Inc. and
          David M. Sprinkle  dated October 17, 2001 filed as Exhibit  (10)(v) to
          the  Registrant's  Form 10-K for the year ended August 31, 2001, filed
          on November 29, 2001 and incorporated herein by reference.

(10)(w)   Form of Senior Executive Change of Control  Agreement filed as Exhibit
          (10)(q) to the  Registrant's  Form 10-K for the year ended  August 31,
          2000 and incorporated herein by reference.



                                    Page 23
<PAGE>



(10)(x)   Senior  Executive  Severance  Plan  filed as  Exhibit  (10)(s)  to the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.

(10)(y)   Executive  Severance Plan filed as Exhibit (10)(u) to the Registrant's
          Form 10-K for the year ended August 31, 2000 and  incorporated  herein
          by reference.

(10)(z)   Key  Manager   Severance   Plan  filed  as  Exhibit   (10)(w)  to  the
          Registrant's  Form  10-K  for the  year  ended  August  31,  2000  and
          incorporated herein by reference.

(10)(aa)  Letter Agreement dated October 3, 2001 between JA&A Services,  LLC and
          the Company,  filed as Exhibit (10)(dd) to Registrant's  Form 10-Q for
          the three months ended  November 30, 2001 and  incorporated  herein by
          reference.

(10)(bb)  Second  Amended and Restated  Marketing  and  Distribution  Agreement,
          dated as of March 8, 2001 by and between  SystemOne  Technologies Inc.
          and Safety-Kleen Systems, Inc., a subsidiary of the Registrant,  filed
          as Exhibit  10.16 to SystemOne  Technologies  Inc. Form 10-KSB for the
          year ended December 31, 2000 and incorporated herein by reference.

(10)(cc)  Letter  Agreement  dated as of September  27, 2001  between  Jefferson
          Wells International and Safety-Kleen Services,  Inc., filed as Exhibit
          (10)(ff) to Registrant's Form 10-Q for the three months ended November
          30, 2001 and incorporated herein by reference.

(10)(dd)  Letter  Agreement  dated February 1, 2001 between Arthur  Andersen LLP
          and the  Company  relating  to  services  to the  Company  for Company
          process  improvement   initiatives,   filed  as  Exhibit  (10)(gg)  to
          Registrant's  Form 10-Q for the three months  ended  November 30, 2001
          and incorporated herein by reference.

(10)(ee)  Rider #1 dated December 5, 2001, to Letter Agreement dated February 1,
          2001 between Arthur Andersen LLP and the Company  relating to services
          to the Company for Company process improvement  initiatives,  filed as
          Exhibit (10)(hh) to Registrant's  Form 10-Q for the three months ended
          November 30, 2001 and incorporated herein by reference.

(10)(ff)  Letter  Agreement dated March 23, 2001 between Arthur Andersen LLP and
          the Company relating to services to the Company for loan staff,  filed
          as Exhibit  (10)(ii) to  Registrant's  Form 10-Q for the three  months
          ended November 30, 2001 and incorporated herein by reference.

(10)(gg)  Rider dated December 5, 2001, to Letter Agreement dated March 23, 2001
          between  Arthur  Andersen LLP and the Company  relating to services to
          the Company for loan staff filed as Exhibit  (10)(jj) to  Registrant's
          Form  10-Q  for  the  three  months   ended   November  30,  2001  and
          incorporated herein by reference.

(10)(hh)  Acquisition  Agreement by and between Safety-Kleen  Services,  Inc. as
          Seller and Clean  Harbors,  Inc. as Purchaser  dated February 22, 2002
          filed as Exhibit  10(a) to  Registrant's  Form 8-K filed  February 26,
          2002 and included herein by reference.



                                    Page 24
<PAGE>



(10)(ii)  First Amendment to Acquisition  Agreement by and between  Safety-Kleen
          Services,  Inc. as Seller and Clean Harbors,  Inc. as Purchaser  dated
          March 8, 2002. Filed as Exhibit  (10)(ll) to Registrant's  Form 10-K/A
          for the year  ended  August  31,  2001,  filed on March  28,  2002 and
          incorporated herein by reference.

(99.1)    Consent  Agreement  and Final Order by and  between the United  States
          Environmental  Protection Agency and Safety-Kleen Corp. and certain of
          its United States  subsidiaries and affiliates filed as Exhibit (99.1)
          to the  Registrant's  Form 10-K for the year ended August 31, 2000 and
          incorporated herein by reference.

(99.2)    Amended  Consent  Agreement  and Final Order by and between the United
          States  Environmental  Protection  Agency and  Safety-Kleen  Corp. and
          certain of its United States  subsidiaries  and affiliates as approved
          by the  United  States  Bankruptcy  Court  on May 16,  2001,  filed as
          Exhibit  (99.2) to the  Registrant's  Form  10-K/A  for the year ended
          August  31,  2000,  filed on July 9, 2001 and  incorporated  herein by
          reference.



                                    Page 25